/raid1/www/Hosts/bankrupt/TCR_Public/190913.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, September 13, 2019, Vol. 23, No. 255
Headlines
160 ROYAL PALM: Court Upholds Orders Against KK-PB Financial
2127 FLATBUSH: Case Summary & 7 Unsecured Creditors
AAC HOLDINGS: Reports $16.4 Million Net Loss for Second Quarter
ABSOLUT FACILITIES: Case Summary & 30 Largest Unsecured Creditors
ABSOLUT FACILITIES: Files Voluntary Chapter 11 Bankruptcy Petition
AEGERION PHARMACEUTICALS: Plan Okayed; Now With Amryt Shareholders
ALL-TEX STAFFING: Court Junks Bid for Relief From Judgment
ALTA MESA RESOURCES: Files Chapter 11, Makes Management Changes
ALTA MESA: Case Summary & 30 Largest Unsecured Creditors
AMERICAN AIRLINES: Order on Plan Enforcement, Confirmation Upheld
AMERICAN TOOLS: Voluntary Chapter 11 Case Summary
ARGOS THERAPEUTICS: Discloses Settlement With Medinet
ARR INVESTMENTS: Unsecureds to Get Paid Over 60 Months
AUTORAMA ENTERPRISES: Amends Treatment of NYS Tax Claim
BLACKJEWEL LLC: TRO on Coal Transport Extended to Sept. 20
BON WORTH: Merchant Coterie to Open Auction for 50-Store Retailer
BREAULT RESEARCH: U.S. Trustee Unable to Appoint Committee
BRUCE FRANK: $6.15M Sale of Jupiter Property to Weinbergs Approved
COLLEEN & TOM: Nellis Auction's Sale of Assets Approved
COLUMBUS OIL & GAS: Case Summary & 20 Largest Unsecured Creditors
DIOCESE OF ROCHESTER: Enters Chapter 11 to Deal With Abuse Claims
DIOCESE OF ROCHESTER: To Redact Victims' Names from Filings
DITECH FINANCIAL: Bid for Summary Ruling vs N. Peeples Partly OK'd
DRB INC: Case Summary & 20 Largest Unsecured Creditors
ECONO CAR: Harris Auction Sale of Excess Vehicles Approved
EDWARD ZAWILLA: $275K Sale of Hoffman State Property to Sanden OK'd
EMERGE ENERGY: Sale/Abandonment of Misc./De Minimis Assets Approved
ENGUITY TECHNOLOGY: Seeks to Hire Bruner Wright as Legal Counsel
FALLS EVENT: Ct. Grants Substantive Consolidation of Falls Parties
FAMILY SERVICES I: Case Summary & 12 Unsecured Creditors
FCPR ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
HOLLISTER CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
I.K.E. ELECTRICAL: Taps Ofeck & Heinze as Special Counsel
INSYS THERAPEUTICS: Maryland Objects to Sale of Subsys
INTERLOGIC OUTSOURCING: Sept. 18 Auction for Assets Set
JAMES CANDY: $4.5K Sale of Candy Equipment to Baker's Approved
JASMEN CORPORATION: Court Conditionally OKs Disclosure Statement
LAWRENCE D. FROMELIUS: $1M Sale of Naper Membership Interest Okayed
MAGEE BENEVOLENT: Nov. 21 Hearing on Disclosure Statement
MATTDOG INC: Court Conditionally Approves Disclosure Statement
MERUELO MADDUX: Ct. Affirms Order Granting Summary Judgment to Bank
METHANEX CORP: S&P Rates $600MM Senior Unsecured Notes 'BB+'
MILLARD W. TONG: $4M Sale of Pacifica Property to CECA Approved
PALMETTO CONSTRUCTION: Seeks Fire Insurance Proceeds Turnover & Use
PATRICK INDUSTRIES: S&P Assigns 'BB-' ICR on Refinancing
PEOPLE'S ELECTRIC: Online Auction Scheduled for Sept. 18
PETROSHARE CORP: Seeks Court Nod to Use Providence Cash Collateral
PHI INC: Exits Bankruptcy After Cutting Debt by $500 Million
PUERTO RICO: FEMA Official, Contaractor Charged Over Grid Repairs
PUGLIA ENGINEERING: Pension Funds Win Bid for an Order to Pay $1MM
PULMATRIX INC: Three Proposals Approved at Annual Meeting
PURDUE PHARMA: Said to Be Nearing Partial Settlements, Bankruptcy
RAINBOW LAND: $3.1M Sale of Lincoln County Property to Ward Okayed
RWP HOMES: Court Conditionally Approves Disclosure Statement
SAN JACINTO VENTURES: Discloses $1.4MM Postpetition Financing
SEVEN STARS: Court Approves Request to Use Cash Collateral
SEVEN STARS: Wins Court OK to Use Wells Fargo Collateral
SHUTTERFLY INC: S&P Cuts ICR to 'B' on Acquisition-Related Leverage
SKY-SKAN INC: Committee, Coastal Assent to Disclosure Statement
SOUTH JERSEY INDUSTRIES: S&P Rates New Debentures 'BB+'
SOUTHWESTERN ENERGY: S&P Affirms 'BB' ICR; Outlook Stable
SPEEDWAY MOTORSPORTS: S&P Alters Outlook to Neg., Affirms BB+ ICR
STEPHANIE'S TOO: Court Conditionally Approves Disclosure Statement
STORNOWAY DIAMOND: Granted Initial CCAA Order by Quebec Court
TEXAS PELLETS: Court Confirms Joint Chapter 11 Plan
TOLL BROTHERS: S&P Rates New Senior Notes Due 2029 'BB+'
TOYS R US: Court Upholds Denial of BS Bid to File Late Admin Claim
TRIANGLE USA: Wins Summary Judgment Bid Slawson Exploration
TRIUMPH GROUP: S&P Affirms 'B-' ICR; Unsecured Rating on Watch Neg.
UFC HOLDINGS: S&P Lowers First-Lien Rating to 'B' on $465M Add-On
WESTMORELAND COAL: Suit vs The New Mexican Remanded to State Court
WOW WEE: Discloses Objection to C. Comeaux's $238K Claim
YA-CHUAN LEE: $400K Sale of Gardena Property to Morales Approved
[*] BDO USA Says Store Closures Skyrocket in First Half of 2019
[^] BOOK REVIEW: Macy's for Sale
*********
160 ROYAL PALM: Court Upholds Orders Against KK-PB Financial
------------------------------------------------------------
District Judge Robin L. Rosenberg affirms the bankruptcy court's
Private Sale Procedures Order, Sale Order and Deny Stay Order.
Appellant KK-PB Financial LLC argues that the Bankruptcy Court
abused its discretion in allowing Debtor to withdraw the public
auction procedures first approved of in the fall, in permitting a
private sale to LR U.S. Hotels Holding, LLC, and in approving the
sale to LR. Appellant also asserts that it had standing to object
in the Bankruptcy Court below and has standing to appeal to this
Court. Debtor responds that as a threshold matter, Appellant does
not have standing to pursue appeals of the Private Sale Procedures
Order or Sale Order. In addition, Debtor maintains that Appellant
has failed to establish that the Bankruptcy Court abused its
discretion in any regard. The Court first addresses the parties'
arguments regarding the validity of the Bankruptcy Court's Orders.
Appellant cites In re Financial News Network Inc. in support of its
assertion that the Bankruptcy Court should have extended the
bidding process as the Bankruptcy Court did in Financial News. In
that case, the Second Circuit Court of Appeals considered whether
the Bankruptcy Court abused its discretion in considering a
post-deadline bid on a bankruptcy asset. The Financial News court
was therefore presented with an inverse of the situation here --
there, a post-deadline bid was considered, whereas here, a
pre-deadline bid was considered and accepted to the exclusion of
other public bids. Appellant's argument ignores the reasoning of
the Second Circuit's affirmance of the Bankruptcy Court's action:
"[B]ankruptcy proceeding['s] substance should not give way to form,
. . . a bankruptcy judge's broad discretionary power in conducting
the sale of a debtor's assets should not be narrowed by technical
rules mindlessly followed." Furthermore, "first and foremost is the
notion that a bankruptcy judge must not be shackled with
unnecessarily rigid rules when exercising undoubtedly broad
administrative power granted him under the [Bankruptcy] Code." In
Financial News, the Bankruptcy Court found appropriate reasons to
extend a bidding procedure, while here, the Bankruptcy Court found
reasons to limit bidding. Nonetheless, both decisions are based in
the Bankruptcy Court's sound exercise of its discretion to
structure the sale procedure. The Court is therefore unpersuaded
that Financial News compels the Bankruptcy Court here to allow for
KKPB's bid.
Thus, the Court finds the Bankruptcy Court did not abuse its
discretion in granting the Debtor's motions to withdraw the public
sale procedures and approve the private sale procedure.
While Appellant objects to the Bankruptcy Court's findings of fact,
the Court cannot agree that the Bankruptcy Court's findings were
clearly erroneous. On the record before this Court, the Debtor had
real concerns about the viability of the KKPB offer for a variety
of reasons -- including the fear of additional litigation. Though
Appellant may characterize this as "animus," the avoidance of
litigation is a legitimate business objective. And, Appellant could
not provide the Court with a single case where a court disallowed a
sale because the debtor had concerns about future litigation.
The Debtor's duty is to maximize value to the creditors, and that
maximization includes considerations such as finality, stability,
and expeditious resolution of the bankruptcy proceeding. The LR
offer, although 2.5% lower than the KKPB offer, provided that
finality and stability. When asked by the Court at oral argument,
Appellant could provide no other reasons why the KKPB offer
constituted the highest and best offer other than the purported
one-million-dollar additional benefit to the estate. Thus, to force
the Debtor to forego the LR offer and subject itself to a public
auction would require this Court to inappropriately use its own
business judgment in place of the Debtor's, which this Court will
not do.
The Court also notes that Appellant separately appealed the
Bankruptcy Court's Deny Stay Order, Bankr., DE 668. In its brief
however, Appellant stated that "the Appellant does not raise any
issues with respect to the denial of the emergency stay."
Accordingly, to the extent Appellant has abandoned its appeal of
the Deny Stay Order, the Bankruptcy Court's Order is therefore
affirmed.
In the alternative, the Court has already considered Appellant's
Emergency Motion to Stay Orders Pending Appeal in the District
Court. For all of the reasons stated in the Court's Order Denying
the Motion to Stay, the Bankruptcy Court's Stay Denial is also
affirmed.
The bankruptcy case is in re: 160 ROYAL PALM, LLC, Debtor, Case No.
18-19441 (Bankr. S.D. Fla.).
A copy of the Court's Order dated April 10, 2019 is available at
https://bit.ly/2ka1aNC from Leagle.com.
Bernice Cindy Lee, Eric Scott Pendergraft , Philip Joseph Landau,
Shraiberg, Landau & Page, P.A., Boca Raton, FL, for Debtor.
About 160 Royal Palm
160 Royal Palm, LLC is a Florida limited liability company, which
owns prime real property consisting of a partially constructed
hotel/condominium located at 160 Royal Palm Way, Palm Beach,
Florida. The property is under state court receivership.
160 Royal Palm filed a voluntary petition for relief under chapter
11 of the United States Bankruptcy Code (Bankr. S.D. Fla. Case No.
18-19441) on Aug. 2, 2018. In the petition signed by Cary
Glickstein, sole and exclusive manager, the Debtor disclosed
$16,447,759 in total assets and $114,926,976 in total liabilities.
The case has been assigned to Judge Erik P. Kimball.
The Debtor tapped Philip J. Landau, Esq., at Shraiberg, Landau &
Page, P.A., as its counsel; and Greenberg Traurig, P.A. as its
special counsel and title agent.
No official committee of unsecured creditors has been appointed in
the Debtor's case.'
2127 FLATBUSH: Case Summary & 7 Unsecured Creditors
---------------------------------------------------
Debtor: 2127 Flatbush Ave Inc.
2127 Flatbush Ave
Brooklyn, NY 11234
Case No.: 19-45430
Business Description: 2127 Flatbush Ave Inc. is a Single Asset
Real Estate (as defined in 11 U.S.C.
Section 101(51B)). The Company owns a
property located at 2127 Flatbush Avenue,
Brooklyn, NY, valued by the Company at
$374,000.
Chapter 11 Petition Date: September 11, 2019
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Debtor's Counsel: Mark R. Bernstein, Esq.
LAW OFFICE OF MARK BERNSTEIN
137 Montague Street, Suite 102
Brooklyn, NY 11201
Tel: 917-200-7270
E-mail: mbernstein@messer-law.com
bernsteinlaw@gmail.com
Total Assets: $374,000
Total Liabilities: $1,107,658
The petition was signed by Gene Burshtein, shareholder.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at:
http://bankrupt.com/misc/nyeb19-45430.pdf
AAC HOLDINGS: Reports $16.4 Million Net Loss for Second Quarter
---------------------------------------------------------------
AAC Holdings, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
attributable to the Company's common stockholders of $16.37 million
on $62.72 million of total revenues for the three months ended June
30, 2019, compared to a net loss attributable to the Company's
common stockholders of $1.60 million on $88.09 million of total
revenues for the three months ended June 30, 2018.
For the six months ended June 30, 2019, the Company reported a net
loss attributable to the Company's common stockholders of $38.39
million on $118.09 million of total revenues compared to a net loss
attributable to the Company's common stockholders of $546,000 on
$169.28 million of total revenues for the same period during the
prior year.
As of June 30, 2019, AAC Holdings had $463.06 million in total
assets, $462.61 million in total liabilities, $27.37 million in
total stockholders' equity, and a noncontrolling interest of $26.92
million.
Going Concern
The Company incurred a loss from operations and had negative cash
flows from operations for the year ended Dec. 31, 2018 and the
first half of 2019, which has contributed to limited liquidity.
This resulted primarily from declines in patient census during the
second half of 2018 and into the first half of 2019. The Company's
revenue is directly impacted by its ability to maintain census,
which is dependent on a variety of factors, many of which are
outside of the Company's control, including its referral
relationships, average length of stay of its clients, the extent to
which third-party payors require preadmission authorization or
utilization review controls, competition in the industry, the
effectiveness of the Company's multi-faceted sales and marketing
strategy and the individual decisions of the Company's clients to
seek and commit to treatment. On March 8, 2019 the Company entered
into an incremental senior credit facility for a principal loan of
$30 million which originally matured on March 31, 2020 and was
subsequently amended to mature on April 15, 2020. The quarter
ended June 30, 2019 and subsequent thereto, certain events of
default occurred under the 2019 Senior Credit Facility and the 2017
Credit Facility. The Company said the uncertainties associated
with these factors raise substantial doubt about its ability to
continue as a going concern.
AAC Holdings added that in order for the Company to continue
operations beyond August 2020 and to be able to discharge its
liabilities and commitments in the normal course of business, the
Company must do some or all of the following: (i) improve operating
results by increasing census while maintaining efficiency regarding
operating expenses through the cost savings initiatives implemented
in late 2018 and early 2019; (ii) execute strategic alternatives
related to the Company's real-estate portfolio which could include
further sale leasebacks of individual facilities or larger portions
of the Company's real estate portfolio; (iii) sell additional
non-core or non-essential assets; and/or (iv) obtain additional
financing. There can be no assurance that the Company will be able
to achieve any or all of the foregoing. An inability to obtain
funding from sale leasebacks, sales of non-core assets or to obtain
additional debt or equity financing, on attractive terms or at all,
could have a substantial negative effect on our liquidity and our
ability to continue to operate without pursuing restructuring
alternatives.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/wTSg3M
About AAC Holdings
Headquartered in Brentwood, Tennessee, AAC Holdings, Inc. --
http://www.americanaddictioncenters.com/-- is a provider of
inpatient and outpatient substance use treatment services for
individuals with drug addiction, alcohol addiction and co-occurring
mental/behavioral health issues. In connection with its treatment
services, the Company performs clinical diagnostic laboratory
services and provide physician services to its clients. As of Dec.
31, 2018, the Company operated 11 inpatient substance abuse
treatment facilities located throughout the United States, focused
on delivering effective clinical care and treatment solutions
across 1,080 inpatient beds, including 700 licensed detoxification
beds, 24 standalone outpatient centers and 4 sober living
facilities across 471 beds for a total of 1,551 combined inpatient
and sober living beds.
AAC Holdings reported a net loss of $66.71 million for the year
ended Dec. 31, 2018, compared to a net loss of $17.38 million for
the year ended Dec. 31, 2017. As of March 31, 2019, AAC Holdings
had $480.2 million in total assets, $461.6 million in total
liabilities, and total stockholders' equity including
non-controlling interest of $18.65 million.
BDO USA, LLP, in Nashville, Tennessee, the Company's auditor since
2011, issued a "going concern" qualification in its report dated
April 12, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company has
incurred a loss from operations and negative cash flows from
operations that raise substantial doubt about its ability to
continue as a going concern.
* * *
In March 2019, S&P Global Ratings lowered the issuer credit rating
on AAC Holdings Inc. to 'CCC' from 'B-' and said the outlook is
negative. According to S&P, the downgrade reflects escalated risk
of a default and risk that AAC's liquidity will not be sufficient
over the next 12 months, primarily due to the $30 million term loan
maturing in about one year.
Moody's Investors Service downgraded the corporate family rating
rating of AAC Holdings, parent company of American Addiction
Centers, Inc., to 'Caa2' from 'B3'. The downgrade to 'Caa2'
reflects AAC's very weak third quarter results and lower guidance
for the rest of 2018, as reported by the TCR on Nov. 16, 2018.
ABSOLUT FACILITIES: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Absolut Facilities Management, LLC
d/b/a Absolut Care LLC
255 Warner Avenue
Roslyn Heights, NY 11577
Business Description: Absolut Facilities Management and its
debtor affiliates operate six skilled
nursing facilities and one assisted living
facility in the state of New York,
employing 975 people. Debtor Absolut
Center for Nursing and Rehabilitation at
Orchard Park, LLC owns and operates the
skilled nursing facility in Orchard Park,
New York. For more information, visit
https://www.absolutcare.com.
Chapter 11 Petition Date: September 10, 2019
Eight affiliates that simultaneously filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Absolut Facilities Management, LLC (Lead Case) 19-76260
Absolut Center for Nursing and Rehabilitation
at Allegany, LLC 19-76263
Absolut Center for Nursing and Rehabilitation
at Aurora Park, LLC 19-76267
Absolut Center for Nursing and Rehabilitation
at Gasport, LLC 19-76268
Absolut at Orchard Brooke, LLC 19-76269
Absolut Center for Nursing and Rehabilitation
at Orchard Park, LLC 19-76270
Absolut Center for Nursing and Rehabilitation
at Three Rivers, LLC 19-76271
Absolut Center for Nursing and Rehabilitation
at Westfield, LLC 19-76272
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Alan S. Trust
Debtors' Counsel: Schuyler G. Carroll, Esq.
Daniel B. Besikof, Esq.
Noah Weingarten, Esq.
LOEB & LOEB LLP
345 Park Avenue
New York, NY 10154
Tel: (212) 407-4000
Fax: (212) 407-4990
E-mail: scarroll@loeb.com
dbesikof@loeb.com
nweingarten@loeb.com
Debtors'
Claims,
Noticing &
Balloting
Agent: PRIME CLERK LLC
https://cases.primeclerk.com/absolutcare
Absolut Facilities'
Estimated Assets: $1 million to $10 million
Absolut Facilities'
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Michael Wyse, chief restructuring
officer.
A full-text copy of Absolut Facilities' petition is available for
free at:
http://bankrupt.com/misc/nyeb19-45422.pdf
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Affiliates of Arba Group Trade $3,155,104
Attn: Ira Smedra
6300 Wilshire Boulevard, Suite 1800
Los Angeles, CA 90048
Tel: 323‐651‐1808
Fax: 323‐651‐2222
Email: SmedraI@thearbagroup.com
2. New York State Department Government- $2,161,000
of Health - Office of Non-Tax
Health Insurance Programs
(Cash Receipets Assessment)
Attn: Officer/Director
One Commerce Plaza Rm 1432
Albany, NY 12237
Tel: 518‐474‐7553; 518‐474‐7553
Fax: 518‐473‐2802
Email: hfafmail@health.ny.gov;
richard.zahnleuter@health.ny.gov
3. Internal Revenue Service Tax $1,640,696
Attn: IRS Insolvency Section
2970 Market St
Mail Stop 5 Q30 133
Philadelphia, PA 19101‐7346
Tel: 800‐973‐0424
Fax: 855‐235‐6787
4. American Plan Administrators Trade $790,000
Attn: Officer/Director
18 Heyward St
Brooklyn, NY 11249
Tel: 718‐625‐6300
Fax: 718‐834‐1256
Email: info@apatpa.com
5. Grandview Brokerage Trade $548,176
Attn: Officer/Director
P.O. Box 40317
Brooklyn, NY 11204
Tel: 718‐333‐1155
Fax: 917‐534‐6087
Email: michael@gvwins.com
6. Grandison Management Inc. Trade $488,811
Attn: Officer/Director
1413 38th St.
Brooklyn, NY 11218
Tel: 718‐336‐6600
Fax: 718‐336‐6616
7. Clinical Staffing Resources Trade $445,019
Attn: Officer/Director
c/o Wells Fargo Bank, N.A.
Boston, MA 02284‐2932
8. Trustaff Travel Nurses, LLC Trade $439,352
Attn: Officer/Director
PO Box 63‐8231
Cincinnati, OH 45263
Tel: 877‐880‐0346
Email: Efield@trustaff.com
9. Schwartz Sladkus Reich Trade $400,000
Greenberg Atlas
Attn: Officer/Director
444 Madison Avenue, 6th Floor
New York, NY 10022
Tel: 212‐743‐7000
Fax: 212‐743‐7001
10. Kaufman Borgeest & Ryan LLP Trade $381,829
Attn: Officer/Director
120 Broadway
New York, NY 10271
Tel: 212‐980‐9600
Fax: 212‐980‐9291
Email: webinfo@kbrlaw.com
11. GuideOne Insurance Trade $375,000
Attn: Officer/Director
c/o Alan Gray LLC
88 Broad Street
Boston, MA 02110
Tel: 617‐426‐6255
Fax: 617‐695‐9084
Email: info@alangray.com
12. Preventive Diagnostics, Inc. Trade $344,937
Attn: Officer/Director
12 Spencer Street
Brooklyn, NY 11205
Tel: 800‐749‐9729
Fax: 888‐511‐9318
Email: orders@pdihealth.com
13. Medical Staffing Network Trade $333,042
Attn: Officer/Director
P.O. Box 840292
Dallas, TX 75284‐0292
Tel: 800‐676‐8326
Fax: 866‐526‐2856
Email: laurenmiska@msnhealth.com
14. Favorite Healthcare Trade $321,156
Staffing, Inc.
Attn: Officer/Director
PO Box 26225
Overland Park, KS 66225
Tel: 913‐383‐9733
Fax: 913‐383‐9892
Email: Corporate@FavoriteStaffing.com
15. American Express Trade $320,000
Attn: Officer/Director
200 Vesey St.
New York, NY 10285
Tel: 212-640-2000
Fax: 212-619-8942
16. TwinMed Trade $301,318
Attn: Officer/Director
11333 Greenstone Avenue
Santa Fe Springs, CA 90670
Tel: 877-894-6633
Fax: 323-319-9188
Email: twinmedbilling@twinmed.com;
twinmedpurchasing@twinmed com
17. New York State Department of Tax $249,942
Taxation and Finance
Attn: Office of Counsel
Building 9
W A Harriman Campus
Albany, NY 12227
Tel: 518‐485‐6027
18. Paterson Healthcare Trade $236,295
Interior Design
Attn: Officer/Director
1167 East 26th St.
Brooklyn, NY 11210
Tel: 718‐252‐4300
Email: info@patersonconnect.com
19. SolaMed 02, LLC Trade $224,566
Attn: Officer/Director
5308‐13th Ave.
Brooklyn, NY 11219
20. Interstate Capital Corporation Trade $200,211
Attn: Officer/Director
Quality Medical Staffing Agency,LLC
Dallas, TX 75391‐5183
21. Fidelis Trade $180,561
Attn: Officer/Director
PO Box 955502
St Louis, MO 63195‐5502
Tel: 636‐922‐9252
Fax: 314‐754‐9165
22. Accountable Healthcare Trade $176,040
Staffing, Inc
Attn: Officer/Director
PO Box 732800
Dallas, TX 75373
Tel: 888‐740‐4341
23. Sysco Frozen Foods Trade $161,032
Attn: Officer/Director
2508 Warners Rd
Warners, NY 13164
Tel: 315‐672‐7000; 800‐736‐6000
Email: info@syr.sysco.com
24. Lexington Insurance Company Trade $150,000
Attn: Officer/Director
c/o Global Recovery Services
Atlanta, GA 30348‐5795
25. Harter, Secrest & Emery LLP Services $142,130
Attn: Officer/Director
1600 Bausch & Lomb Place
Rochester, NY 14604‐2711
Tel: 585‐232‐6500
Fax: 585‐232‐2152
Email: cwittlin@hselaw.com
26. Allstate Medical Trade $139,707
Attn: Officer/Director
34 35th St. Bldg. #6
Brooklyn, NY 11232
Tel: 718‐369‐7100
Fax: 718‐369‐7274
27. Abe Schonfeld Trade $131,770
1146 East 27th Street
Brooklyn, NY 11210
28. Crown Energy Services, Inc. Trade $116,656
Attn: Officer/Director
P.O. Box 260
West Seneca, NY 14224‐0260
Tel: 716‐675‐3275
Email: info@crownenergy.com
29. Feldman, Kieffer & Herman, LLP Services $98,019
Attn: Officer/Director
The Dun Bldg,
Buffalo, NY 14202
Tel: 716‐852‐5875
Fax: 716‐852‐4253
Email: info@feldmankieffer.com
30. MAXIM Healthcare Service Trade $92,307
Attn: Officer/Director
7227 Lee Deforest Drive
Columbia, MD 21046
Tel: 704‐366‐8019;
800‐796‐2946;
410‐677‐4900
Fax: 410‐910‐1600
ABSOLUT FACILITIES: Files Voluntary Chapter 11 Bankruptcy Petition
------------------------------------------------------------------
On Sept. 10, 2019, Absolut Facilities Management, LLC, and certain
of its subsidiaries each filed voluntary petitions for relief under
chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Eastern District of New York.
These actions were taken in an effort to help the company
financially reorganize itself and better position itself for the
future. Similar to many other companies that have successfully
utilized the chapter 11 process to restructure their finances, the
Company expects to emerge from bankruptcy stronger than before.
While the Company intends to and has received regulatory approval
to close its Absolute Care of Orchard Park facility, all of the
Company's other facilities (Allegany, Aurora Park, Gasport, Orchard
Brooke, Three Rivers and Westfield) will remain open, and will
continue to conduct normal operations and provide usual services,
including rehabilitation and nursing services and long-term adult
care during, the restructuring process.
"As we have seen in recent days with the announcement of the
closing of Newfane Hospital, health care generally, and
specifically long-term care, faces significant challenges,"
commented Israel Sherman, CEO of Absolut Care. "We are very
confident that we will emerge a much stronger company after these
legal proceedings are concluded. "It is our expectation that
during this process that Patient Care, our employees, and our
commitment to excellence will remain our top priority."
In addition, the Company expects to continue operating its business
as usual with its vendors and suppliers during the chapter 11
process, as the Company will be paying in full for all goods and
services provided after the filing date.
For more information about Absolut Care's restructuring, including
access to Bankruptcy Case documents, please visit
https://cases.primeclerk.com/absolutcare, call 877-504-0539 (for
toll-free domestic calls) or 917-947-5416 (for tolled international
calls), or email absolutinfo@primeclerk.com.
About Absolut Facilities
Absolut Facilities Management, LLC, through its subsidiaries, owns
six skilled nursing facilities and one assisted living facility in
the state of New York, have sought Chapter 11 protection.
On Sept. 10, 2019, Absolut Facilities Management, LLC and seven
related entities each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 19-76260).
Loeb & Loeb LLP is the Debtors' counsel. Prime Clerk LLC is the
claims and noticing agent.
AEGERION PHARMACEUTICALS: Plan Okayed; Now With Amryt Shareholders
------------------------------------------------------------------
Novelion Therapeutics Inc. disclosed that the U.S. Bankruptcy Court
for the Southern District of New York entered an order on Sept. 10,
2019 confirming Aegerion's First Amended Joint Chapter 11 Plan, as
modified to reflect certain resolutions agreed to among various
parties.
On May 20, 2019, as previously disclosed, Aegerion Pharmaceuticals,
Inc. and Aegerion Pharmaceuticals Holdings, Inc. (collectively,
"Aegerion"), each a subsidiary of the Company, filed voluntary
petitions under chapter 11 of Title 11 of the United States Code in
the Bankruptcy Court. As a result of confirmation of the Plan, the
Bankruptcy Court has authorized Aegerion to consummate the
transactions contemplated by the Plan, including the acquisition by
Amryt Pharma Plc (the "Plan Investor") of 100 percent of the
outstanding equity interests of the reorganized Aegerion
Pharmaceuticals, Inc. A meeting of the Plan Investor's
shareholders to consider approval of the acquisition is currently
scheduled for Sept. 19, 2019. If the Plan Investor's shareholders
approve the acquisition, the Plan Investor expects the closing of
the acquisition to take place on or about Sept. 24, 2019.
Nasdaq Delisting Update
On September 9, 2019, the Company received a notice from the Nasdaq
Hearings Panel extending the automatic 15-calendar day stay of the
delisting of the Company's common stock from The Nasdaq Stock
Market, pending the hearing scheduled for October 3, 2019 regarding
the Company's listing status and a final determination thereof.
Annual General Meeting
The Board of Directors of the Company has scheduled the Company's
2019 annual general meeting of shareholders for November 5, 2019
(the "Annual Meeting") and fixed September 13, 2019 as the date of
record for the determination of shareholders entitled to receive
notice of, and to vote at, the Annual Meeting.
The Company currently expects that, in addition to addressing
routine matters of annual business at the Annual Meeting, and
subject to the Aegerion closing and the completion of ongoing
analysis and final approval by the Company's Board of Directors,
the Company will seek shareholder approval of a proposed
liquidation plan for and dissolution of the Company pursuant to the
Business Corporations Act (British Columbia), including the
distribution to shareholders of any remaining property of the
Company. The Company anticipates filing a preliminary proxy
statement for the Annual Meeting in the near term, and thereafter
mailing a definitive proxy statement in connection with the Annual
Meeting.
About Aegerion Pharmaceuticals
Aegerion Pharmaceuticals Inc. is a global biopharmaceutical company
dedicated to developing and commercializing therapies that deliver
new standards of care for people living with rare diseases. With a
global footprint and an established commercial portfolio, including
MYALEPT (metreleptin) and JUXTAPID (lomitapide), the Company's
business is supported by differentiated treatments that treat
severe and rare diseases.
On Nov. 29, 2016, Aegerion entered into a merger transaction with
non-debtor Novelion Therapeutics Inc. (formerly QLT Inc.), a
publicly traded company formed under the laws of the Province of
British Columbia. As a result of that transaction, Aegerion became
an indirect wholly owned subsidiary of Novelion.
Aegerion Pharmaceuticals, Inc., and U.S. affiliate Aegerion
Pharmaceuticals Holdings, Inc., sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 19-11632) on May 20, 2019.
API estimated $100 million to $500 million in assets and the same
range of liabilities as of the bankruptcy filing.
The Hon. Martin Glenn is the case judge.
The Debtors tapped Willkie Farr & Gallagher LLP as legal advisor;
Moelis & Company LLC as financial and restructuring advisor; AP
Services, LLC as financial advisor and chief restructuring officer;
and Prime Clerk LLC as claims and noticing agent and administrative
advisor.
The ad hoc group of convertible noteholders tapped Latham & Watkins
LLP and King & Spalding LLP as legal advisors; and Ducera Partners
LLC as financial advisor.
The U.S. Trustee for Region 2 on May 29, 2019, appointed two
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases. The Committee tapped Kenneth H. Eckstein,
Esq., Rachael L. Ringer, Esq., and Priya K. Baranpuria, at Kramer
Levin Naftalis & Frankel LLP, in New York. Cassels Brock &
Blackwell LLP, as Canadian counsel to the Committee.
ALL-TEX STAFFING: Court Junks Bid for Relief From Judgment
----------------------------------------------------------
Bankruptcy Judge Jeff Bohm denied Debtor All-Tex Staffing &
Personnel, Inc.'s motion for relief from judgment in the case
captioned All-Tex Staffing & Personnel, Inc., Plaintiff, v. Sarah
Romo Torres, Momentum Staffing Solutions, LLC, and Sylvia Romo,
Defendants, Adversary No. 17-03210 (Bankr. S.D. Tex.).
On Feb. 6 and 11, 2019, the Court held a hearing on the motion for
relief from judgment filed by All-Tex Staffing & Personnel, Inc.
There was opposition to the Motion. Specifically, Sarah Romo Torres
filed an objection and motion to strike the Motion. Additionally,
an objection and motion to strike was filed by Momentum Staffing
Solutions, LLC and Sylvia Romo. Only one witness, Archie Patterson
the Debtor's owner and president, testified at the Hearing.
The dispute at bar underscores the maxim that "two wrongs don't
make a right." Here, Torres lied under oath at the hearing on April
27, 2017, but then came back in May of 2017 to "come clean" and
speak the truth, the whole truth, and nothing but the truth. But,
as her LinkedIn profile suggests, it seems--at least by a
preponderance of the evidence--that she did not come totally clean
on the issue of who Momentum Staffing's officers were. Her conduct
has therefore apparently been wrong.
However, the Debtor's actions have also been wrong. Even though it
learned about the LinkedIn profile during the first week of April
of 2018--i.e., even before this Court signed the joint stipulation
of dismissal in the adversary proceeding and the order dismissing
the Main Case--the Debtor deliberately held off on informing the
Court about the representations made in the LinkedIn profile that
Torres has been president and CEO of Momentum Staffing since May of
2016. Instead, the Debtor accepted the benefits of the Settlement
Agreement--including cash payments that the Debtor desperately
needed to fund its operations and the non-compete provision that
allowed the Debtor unfettered access to 20 clients and prospective
clients without any competition from Momentum Staffing--and told
the Court that it had resolved all issues with the Defendants. Only
when it was in the Debtor's economic interest seven months later
did it file the Motion informing this Court that Torres' LinkedIn
profile contradicted her testimony from 2017, and begin complaining
that it would never have settled if it had known about this
LinkedIn profile during settlement negotiations. The Debtor's
position now is hard to swallow, and this Court--exercising its
discretion--will not do so.
Rather, the Court finds that the Motion was not timely filed as
required under Rule 60(c). Alternatively, even if the Motion was
timely filed, the Court finds that the Debtor is judicially
estopped from now taking the position that it wants to prosecute
the claims set forth in the Amended Complaint when previously it
represented to this Court in the Motion to Dismiss that it had
resolved all claims with the Defendants. Finally, in the
alternative, even if the Motion was timely filed and judicial
estoppel does not apply, the Court finds that the Debtor has failed
to prove by clear and convincing evidence that the Defendants
engaged in fraud or other misconduct and that this fraud or
misconduct prevented the Debtor from fully and fairly prosecuting
the claims set forth in the Amended Complaint. Stated differently,
the Settlement Agreement and the corresponding orders approving the
Motion to Compromise and dismissing the adversary proceeding were
not unfairly obtained.
A copy of the Court's Memorandum dated April 8, 2019 is available
at https://bit.ly/2kBpAj5 from Leagle.com.
Reese W. Baker, Baker & Associates, Houston, TX, for Plaintiff.
Jarrod B. Martin, McDowell Hetherington LLP, Houston, TX, Shane
Allister McClelland, Law Offices of Shane McClelland, Katy, TX, for
Defendants.
About All-Tex Staffing & Personnel
All-Tex Staffing & Personnel, Inc., based in Houston, Texas, filed
a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-31109) on
February 26, 2017. In its petition, the Debtor estimated $500,000
to $1 million in assets and $1 million to $10 million in
liabilities. The petition was signed by Archie N. Patterson,
president.
Judge Jeff Bohm presides over the case. Reese W. Baker, Esq., at
Baker & Associates, serves as bankruptcy counsel.
No trustee or unsecured creditors' committee has been appointed.
ALTA MESA RESOURCES: Files Chapter 11, Makes Management Changes
---------------------------------------------------------------
Alta Mesa Resources, Inc. (NASDAQ: AMR), and affiliates Alta Mesa
Holdings, LP, Alta Mesa Holdings GP, LLC, OEM GP, LLC, Alta Mesa
Finance Services Corp., Alta Mesa Services, LP and Oklahoma Energy
Acquisitions, LLC, have filed voluntary petitions under Chapter 11
of the United States Bankruptcy Code.
The Companies' midstream platform, Kingfisher Midstream, LLC and
its subsidiaries are not debtors and are not part of the Chapter 11
reorganization process.
Alta Mesa said in court filings that they have commenced the
Chapter 11 cases to prevent disruption to their operations and to
provide an opportunity to pursue a value-maximizing sale of all or
substantially all of the Debtors' assets while also continuing to
pursue a comprehensive restructuring alongside certain of their
non-debtor affiliates.
Jim Hackett, Executive Chairman of Alta Mesa Resources, commented
"We believe that the Chapter 11 process provides the best pathway
for Alta Mesa Resources and Alta Mesa Holdings to restructure their
respective balance sheets and to regain the financial flexibility
necessary to develop their large position in the STACK in a manner
that will maximize value for all their stakeholders."
Despite considerable progress in reducing costs and improving well
results, the Companies continue to operate against a historically
challenging commodity price environment and a capital market that
is highly constrained for energy companies. Ultimately, these
factors made bankruptcy protection the best option for the
Companies as they continue production operations while negotiating
with their lenders.
Alta Mesa Resources also has approved several leadership changes in
addition to prior personnel decisions that the Companies have made.
These changes, which are effective immediately, will help provide
a more optimal management structure for the future and reduce
general and administrative costs. Jim Hackett, who recently held
the title of Interim Chief Executive Officer, has resumed his
former role as Executive Chairman and will remain involved with the
Board and management team in the restructuring process. Mark
Castiglione, who was previously Interim Executive Vice President
Strategy and Corporate Development, has been promoted to Chief
Executive Officer. Randy Limbacher, formerly Interim President,
has accepted the role of Executive Vice President of Strategy, and
will provide strategic counsel to the management team and Board.
John Campbell, formerly Interim Chief Operating Officer, has become
President and Chief Operating Officer. Kim Warnica will continue
as Executive Vice President, General Counsel, Chief Compliance
Officer and Secretary, while John Regan will remain Executive Vice
President and Chief Financial Officer.
Jim Hackett commented on the leadership changes, "When I assumed
the Interim Chief Executive Officer role, I said that we would
endeavor to find the right individual to lead the organization as
it continues to progress forward with the development of our asset
base. Mark Castiglione has demonstrated the skills required to
lead this organization into the future, and he has the full support
of the Board. Mark has both a financial and technical background
and has served in engineering and business development roles in
several large- and medium-sized public and private independent oil
and gas companies. I am also very excited to have Randy Limbacher
maintain his relationship with Alta Mesa Resources."
The Debtors said in regulatory filings that the filing of the
bankruptcy petitions constitutes an event of default that
accelerated AMH's obligations under these debt instruments:
* the Eighth Amended and Restated Credit Agreement dated as of
Feb. 9, 2018 among AMH, the lenders party thereto from time to
time, and Wells Fargo Bank, National Association, as administrative
agent for such lenders, as amended to date (the “AMH RBL”);
and
* the Indenture, dated Dec. 8, 2016, by and among AMH, Alta Mesa
Finance Services Corp., certain subsidiary guarantors named therein
and U.S. Bank National Association, as trustee, relating to AMH's
$500 million outstanding principal amount of 7.875% Senior Notes
due 2024.
First Day Motions
The Debtors have filed a number of motions with the Bankruptcy
Court seeking to stabilize their businesses and operations as they
enter into chapter 11 bankruptcy proceedings, including motions to
honor certain obligations to employees, vendors, and holders of
royalty interests.
In addition, the Debtors have filed a motion seeking authority to
use cash collateral of the lenders under the AMH RBL. If granted,
the cash collateral motion would permit the Debtors to use their
cash and proceeds of their collateral on the terms and conditions
set forth in the order approving the motion. These terms and
conditions include, without limitation, adherence to a budget with
an agreed upon variance and meeting certain milestones.
The Debtors will immediately begin a marketing process to sell
their assets and the assets of certain of their non-debtor
affiliates.
Certain of the Debtors have also filed a complaint seeking a
Bankruptcy Court determination that the crude oil, gas, and water
gathering agreements between Debtor Oklahoma Energy Acquisitions
LP, and non-Debtors Kingfisher Midstream, LLC and Oklahoma Produced
Water Solutions, LLC can be rejected by the Debtors.
About Alta Mesa Resources
Alta Mesa Resources, Inc., is an independent energy company focused
on the development and acquisition of unconventional oil and
natural gas reserves in the Anadarko Basin in Oklahoma, and through
Kingfisher Midstream, LLC, provides best-in-class midstream energy
services, including crude oil and gas gathering, processing and
marketing and produced water disposal to producers in the STACK
play.
Alta Mesa reported $1.4 billion in assets and $864 million in
liabilities as of Dec. 31, 2018.
Alta Mesa Resources, Inc., and six affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 19-35133) on Sept. 11, 2019.
The Hon. Marvin Isgur is the case judge.
The Debtors tapped Porter Hedges LLP and LATHAM & WATKINS LLP as
attorneys; and PERELLA WEINBERG PARTNERS LP AND ITS AFFILIATE TUDOR
PICKERING HOLT & CO ADVISORS LP as investment bankers. PRIME CLERK
LLC is the claims agent.
ALTA MESA: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Alta Mesa Resources, Inc.
15021 Katy Freeway, 4th Floor
Houston, TX 77094-1813
Business Description: Alta Mesa Resources, Inc., together
with its consolidated subsidiaries, is an
independent energy company focused on the
acquisition, development, exploration and
exploitation of unconventional onshore oil
and natural gas reserves in the eastern
portion of the Anadarko Basin in Oklahoma.
The Company's activities are primarily
directed at the horizontal development
of an oil and liquids-rich resource play in
an area of the basin commonly referred to as
the Sooner Trend Anadarko Basin Canadian and
Kingfisher County. The Company also
operates midstream services business through
non-Debtor Kingfisher Midstream LLC, a
Delaware limited liability company.
Kingfisher has natural gas gathering and
processing and crude oil gathering and
storage assets located in the Anadarko Basin
that generate revenue primarily through
long-term, fee-based contracts. Visit
http://altamesa.netfor more information.
Chapter 11 Petition Date: September 11, 2019
Seven affiliates that simultaneously filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Alta Mesa Resources, Inc. (Lead Case) 19-35133
Alta Mesa Holdings, LP 19-35134
Alta Mesa Holdings GP, LLC 19-35135
OEM GP, LLC 19-35136
Alta Mesa Finance Services Corp. 19-35137
Alta Mesa Services, LP 19-35138
Oklahoma Energy Acquisitions, LP 19-35139
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Marvin Isgur
Debtors' Counsel: John F. Higgins, Esq.
Eric M. English, Esq.
Aaron J. Power, Esq.
M. Shane Johnson, Esq.
PORTER HEDGES LLP
1000 Main Street, 36th Floor
Houston, Texas 77002
Tel: (713) 226-6000
Fax: (713) 226-6248
Email: jhiggins@porterhedges.com
eenglish@porterhedges.com
apower@porterhedges.com
sjohnson@porterhedges.com
- and -
George A. Davis, Esq.
Annemarie V. Reilly, Esq.
Brett M. Neve, Esq.
LATHAM & WATKINS LLP
885 Third Avenue
New York, NY 10022
Tel: (212) 906-1200
Fax: (212) 751-4864
Email: george.davis@lw.com
annemarie.reilly@lw.com
brett.neve@lw.com
- and -
Caroline A. Reckler, Esq.
LATHAM & WATKINS LLP
330 North Wabash Avenue, Suite 2800
Chicago, IL 60611
Tel: (312) 876-7700
Fax: (312) 993-9667
Email: caroline.reckler@lw.com
- and -
Andrew Sorkin, Esq.
LATHAM & WATKINS LLP
555 Eleventh Street, Suite 1000
Washington, D.C. 20004
Tel: (202) 637-2200
Fax: (202) 637-2201
Email: andrew.sorkin@lw.com
Debtors'
Investment
Banker &
Financial
Advisor: PERELLA WEINBERG PARTNERS LP AND ITS AFFILIATE
TUDOR PICKERING HOLT & CO ADVISORS LP
Debtors'
Claims,
Noticing,
Soliciting &
Balloting
Agent: PRIME CLERK LLC
https://cases.primeclerk.com/altamesa/Home-DocketInfo
Total Assets as of Dec. 31, 2018
(on a consolidated basis): Approximately $1.4 billion
Total Debts as of Dec. 31, 2018
(on a consolidated basis): Approximately $864 million
The petitions were signed by John C. Regan, chief financial
officer.
A full-text copy of Alta Mesa's petition is available for free at:
http://bankrupt.com/misc/txsb19-35133.pdf
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. U.S. Bank National Association Unsecured Note $509,277,397
111 Fillmore Avenue
St. Paul, MN 55107-1402
Mauri J. Cowen, Vice President
Tel: +1(651)466-6781
Fax: +1(651)466-7367
2. TGS USA Corporation Trade Debt $1,609,335
2200 West Loop South, Suite 800
Houston, TX 77027
Alicia Mondolo
Tel: +(832) 912-4276
3. QES Pressure Pumping LLC Trade Debt $1,342,514
1415 Louisiana, Suite 2900
Houston, TX 77002
Chris VP & COO
Tel: +1(832) 518-4094
Tel: +1(620) 431-9210
Fax: +1(620) 431-0012
4. Kodiak Gas Services LLC Trade Debt $1,180,088
15320 Hwy 105 W, Suite 210
Montgomery TX 77356
Ewan Hamilton
Tel: +1(936) 539-3300
Email: ewan.hamilton@kodiakgas.com
5. Chaparral Energy LLC Trade Debt $1,155,918
701 Cedar Lake Blvd.
Oklahoma City, OK 73114
Dusty Winkler
Tel: +1(405) 478-8770
Email: dusty.winkler@chaparralenergy.com
6. Step Energy Services Trade Debt $697,281
480 Wildwood Forest Drive
Spring, TX 77380
D. Micah Hatten
Tel: +1(281) 442-9095
7. Evergreen Office 2012 LLC Lease Rejection $691,400
2520 Research Forest Blvd, Suite 440
The Woodlands, TX 77381
George C. Lake
Tel: +1(281)759-1120
8. Carllson Investments LLC Lease Rejection $570,099
(Quail Spring)
210 Park Ave Ste 700
Okahoma City, OK 73102
Trey Dupay
Tel: +1(405) 843-7474
9. Tetra Technologies Inc. Trade Debt $345,026
24955 Interstate 45 North
The Woodlands, TX 77380
V. Serrano Elijio
Tel: +1(281) 367-1983
10. Thru Tubing Solutions Trade Debt $316,992
4800 South Council Road
Oklahoma City OK 73179
Andrew Ferguson
Tel: +1(580) 225-6977
Fax: +1(580) 225-7077
11. Cimarron Electric Trade Debt $300,040
19306 Hwy 81 N
Kingfisher, OK 73750
Mark Andrews VP of Finance
Tel: +1 (405) 375-4121
Fax: +1 (405) 375-4209
12. Marsau Enterprises Inc. Trade Debt $299,413
1209 N. 30th
Enid, OK 73701
Craig Collins
Tel: +1(580) 233-3910
Fax: +1(580) 233-5063
13. Halliburton Energy Trade Debt $288,255
3000 N. Sam Houston Pkwy E.
Houston, TX 77032
Lance Loeffler
Tel: +1(281) 871-4000
14. Permian Wells Service Trade Debt $279,164
S Main Street
Ringwood, OK 73768
Rick Kokojan, President
Tel: +1(580) 883-4945
15. Weatherford US LP Trade Debt $268,471
2000 Saint James Place
Houston, TX 77056
Christoph Bauch
Tel: +1(713) 836-4000
16. Bosque Disposal Systems LLC Trade Debt $244,362
420 Throckmorton St, Suite 640
Fort Worth TX 76102
Gary Egger, CFO
Tel: +1(817)289-0154
17. Milroc Distribution LLC Trade Debt $240,421
20568 US Hwy 81
Kingfisher, OK 73750
David Wells CFO & Treasurer
Tel: +1(580) 256-0061
18. Jet Specialty Inc. Trade Debt $223,799
211 Market Avenue
Boerne TX 78006
Ted Williams, CFO
Tel: +1(830) 331-9457
Fax: +1(830) 331-9480
19. Cathedral Energy Services Trade Debt $209,888
1801 Broadway Street
Denver, CO 80202
P. Scott MacFarlane CFO
Tel: +1(303) 825-1001
Fax: +1(303) 825-1991
20. Bronco Oilfield Services Inc. Trade Debt $197,222
4001 West 7th Street
Elk City, OK 73648
Mark DeGarmo, VP of Operations
Tel: +1(580) 225-9168
21. Basic Energy Services, LP Trade Debt $183,056
10830 South Oakwood Rd.
Waukomis, OK 73773
David Schorlemer, CFO
Tel: +1(580) 758-1234
22. Koda Services Inc. Trade Debt $155,848
318 Northwest Highway 270
Woodard, OK 73801
Marty Weder
Tel: +1(580) 254-5019
23. Orco Service LLC Trade Debt $148,434
14138 E 650 Rd,
Hennessey, OK 73742
Glenda Bossa
Tel: +1(405) 853-7212
Fax: +1(405) 853-7412
24. USA Compression Trade Debt $147,398
10 Congress Ave. Suite 450
Austin, TX 78701
Matt Liuzzi
Tel: +1(512) 473-2662
25. Western Land Services Trade Debt $144,943
1100 Conrad Industrial Dr
Ludington, MI 49431
Shawn Fields, President
Tel: +1(231) 843-8878
26. JW Power Company Trade Debt $137,110
1550 Wright Brothers Drive
Addison, TX 75001
Kavin Tubbs VP & Treasurer
Tel: +1(972) 233-8191
27. Ulterra Drilling Technologies Trade Debt $126,228
201 Main St. Suite 1660
Forth Worth, TX 76102
Maria Mejia
Tel: +1(817) 213-7555
Email: mmejia@ulterra.com
28. Panther Drilling Systems Trade Debt $122,290
14201 Caliber Drive Suite 300
Oklahoma, OK 73134
Mark Layton
Tel: +1(405) 896-9300
29. Spinnaker Oilfield Services Co. Trade Debt $116,703
440 Cobia Drive
Katy, TX 77494
Michael Morreale
Tel: +1(713) 437-3515
30. Plumbers and Pipefitters Shareholder Lawsuit $0
National Pension Fund
Robbins Geller Rudman & Downd LLP
58 South Service Road, Suite 200
Melville, NY 11747
Samuel Rudman
Tel: +1(631) 367-7100
Email: SRudman@rgrdlaw.com
O'Donoghue & O'Donoghue LLP
5301 Wisconsin Avenue, N.W.,
Suite 800
Washington, DC, 20015
LOUIS P. MALONE
+1 (202) 362-0041 (T)
+1 (202) 362-2640 (F)
AMERICAN AIRLINES: Order on Plan Enforcement, Confirmation Upheld
-----------------------------------------------------------------
In the case captioned Lawrence M. Meadows, Creditor-Appellant, v.
AMR Corporation, Debtor-Appellee, No. 18-753 (2nd Cir.), the United
States Court of Appeals, Second Circuit affirmed the district
court's judgment affirming the bankruptcy court's orders enforcing
a plan and confirmation order--in AMR Corporation's Chapter 11
bankruptcy petition--against Meadows and denying reconsideration.
Upon review, the Court concludes that the district court properly
affirmed the bankruptcy court's orders. The Court affirms for
substantially the reasons stated by the district court in its
thorough March 2, 2018 order. As to Meadows's challenge to the
order directing that he speak only to American's outside counsel
about his litigation, his characterization of the order on appeal
is overbroad. The bankruptcy court's order barred him only from
speaking with American employees about his "pending litigation
matters" and expressly provided that it did not "prohibit Meadows
from contacting American to the extent he is permitted to do so in
connection with his prior employment, nor [did] it limit his
conduct in his position as founder of the Disabled Pilots
Foundation or in any other similar organization."
The Court has considered all of Meadows's arguments and finds them
to be without merit. Accordingly, the Court affirms the judgment of
the district court.
A copy of the Court's Order dated April 9, 2019 is available at
https://bit.ly/2m7CtlH from Leagle.com.
LAWRENCE M. MEADOWS, Park City, UT., for Creditor-Appellant.
Alfredo R. Perez, Christopher M. Lopez, Weil, Gotshal & Manges LLP,
Houston, TX., for Debtor-Appellee.
About American Airlines
AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on
Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.
The Debtors tapped Weil, Gotshal & Manges LLP as bankruptcy
counsel; Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, as special counsel; Rothschild Inc., as financial
advisor; and Garden City Group Inc. as claims and notice agent.
The Official Committee of Unsecured Creditors retained Jack Butler,
Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP as
counsel; Togut, Segal & Segal LLP as co-counsel for conflicts and
other matters; Moelis & Company LLC as investment banker; and
Mesirow Financial Consulting, LLC, as financial advisor.
AMR Corp., emerged from Chapter 11 bankruptcy protection on Dec. 9,
2013, upon which it merged with US Airways Group. The combination
of American Airlines and US Airways will result in the largest U.S.
airline, with the leading share of traffic along the East Coast and
Central U.S. regions.
AMERICAN TOOLS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: American Tools, Inc.
PO Box 2317
Guaynabo, PR 00970
Case No.: 19-05202
Business Description: American Tools, Inc. is engaged in the
manufacturing of custom sheet metal
products in its physical facilities
located in Bayamon, Puerto Rico. The
Debtor's business has been focused in
certain specialized industries such as
pharmaceutical, medical devices,
aeronautical, telecommunications,
electronics, military and restaurants
industries. The Debtor previously sought
bankruptcy protection on Oct. 7, 2016
(Bankr. D. P.R. Case No. 16-08071).
Chapter 11 Petition Date: September 11, 2019
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Judge: Hon. Brian K. Tester
Debtor's Counsel: Jesus Enrique Batista Sanchez, Esq.
THE BATISTA LAW GROUP, PSC
420 Ave Ponce de Leon
San Juan, PR 00918-3416
Tel: 787-620-2856
Fax: 787-620-2854
Email: jeb@batistasanchez.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Armando Cepeda, president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/prb19-05202.pdf
ARGOS THERAPEUTICS: Discloses Settlement With Medinet
-----------------------------------------------------
Argos Therapeutics, Inc., filed a first amended plan of liquidation
to disclose stipulation between the Debtor and Medinet dated as of
August 30, 2019.
Pursuant to the Medinet Settlement, Medinet shall have a single
allowed general unsecured claim against the Debtor and its estate
in the amount that is the greater of (a) $4,000,000.00, and (b) the
quotient of (x) $1,300,000 and (y) the percentage distribution to
other general creditors under the Plan or otherwise on account of
the Medinet Claims, provided that the Allowed Medinet Claim shall
in no event exceed $12,397,383.45.
The Allowed Medinet Claim shall be allocated to the Medinet Note
Claim to the extent that the Allowed Medinet Claim is equal or less
than $4,981,616.21, with any excess amount of the Allowed Medinet
Claim being allocated to the Medinet Rejection Damages Claim.
Notwithstanding the distributions made under the Plan or otherwise
to other general unsecured creditors, Medinet shall be entitled to
a distribution under the Plan on account of the Allowed Medinet
Claim in the amount of $1,300,000.
For the avoidance of doubt, the Medinet Distribution Amount is both
a "guaranteed" and a "capped" distribution amount, such that (a) if
the General Unsecured Claim Distribution Percentagee is less than
32.5%, the determination of the Allowed Medinet Claim pursuant to
the terms of the Medinet Settlement will ensure that the amount of
the Allowed Medinet Claim will be adjusted to cause the Medinet
Distribution Amount to be the same percentage of the Allowed
Medinet Claim as the General Unsecured Claim Distribution
Percentage, and (b) if the General Unsecured Claim Distribution
Percentage is greater than 32.5%, Medinet agrees to accept the
Medinet Distribution Amount only, and no additional amount that it
would have received had the full General Unsecured Claim
Distribution Percentage been applied to the Allowed Medinet Claim,
on account of the Allowed Medinet Claim.
Each holder of a General Unsecured Claim will receive on the
Distribution Date Available Cash equal to (i) the amount of its
Allowed General Unsecured Claim multiplied by (ii) the Distribution
Percentage, in full and final satisfaction of its Allowed General
Unsecured Claim, provided that, notwithstanding the foregoing, the
allowed Medinet Claim shall receive on the Distribution Date
Available Cash equal to the Medinet Distribution Amount in lieu of
any other distribution on the Allowed Medinet Claim. Voting has
the Class 5 Impaired under the Plan, and each holder of a General
Unsecured Claim is entitled to vote to accept or reject the Plan.
Pursuant to the Medinet Settlement, Medinet has voted to accept the
Plan.
On the Effective Date, all property in each Estate, and any
property acquired by the Debtor pursuant to the Plan shall vest in
the Post-Effective Date Debtor, free and clear of all Liens, Claims
against, charges or other encumbrances, subject to any Elected
Section 365(n) Rights.
A full-text copy of the First Amended Plan dated August 30, 2019 is
available at https://is.gd/1sYIkn from PacerMonitor.com at no
charge.
Counsel to the Debtor:
Adam G. Landis, Esq.
Matthew B. McGuire, Esq.
Matthew R. Pierce, Esq.
LANDIS RATH & COBB LLP
919 Market Street, Suite 1800
Wilmington, DE 19801
Telephone: (302) 467-4400
Facsimile: (302) 467-4450
Email: landis@lrclaw.com
mcguire@lrclaw.com
pierce@lrclaw.com
Special Corporate Counsel to the Debtor:
George W. Shuster, Jr., Esq.
Lauren Lifland, Esq.
WILMER CUTLER PICKERING HALE & DORR LLP
7 World Trade Center
250 Greenwich Street
New York, New York 10007
Telephone: (212) 230-8000
Email: george.shuster@wilmerhale.com
lauren.lifland@wilmerhale.com
About Argos Therapeutics
Argos Therapeutics, Inc., was incorporated in the State of Delaware
on May 8, 1997. The Company is an immuno-oncology company focused
on the development and commercialization of individualized
immunotherapies for the treatment of cancer and infectious diseases
based on its proprietary precision immunotherapy technology
platform called Arcelis.
Argos Therapeutics filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
18-12714) on Nov. 30, 2018. The Debtor estimated $1 million to $10
million in assets and $10,000,001 to $50 million in liabilities.
Judge Kevin J. Carey oversees the case. Matthew B. McGuire, Esq.,
at Landis Rath & Cobb LLP, represents the Debtor. No official
committee of unsecured creditors has been appointed in the case.
ARR INVESTMENTS: Unsecureds to Get Paid Over 60 Months
------------------------------------------------------
ARR Investments and three of its subsidiaries filed a Chapter 11
plan and accompanying disclosure statement.
Class 12 -- General Unsecured Claims. Each Holder of an Allowed
Class 12 Unsecured Claim shall be entitled to a Pro Rata share of
the Class 12 Distribution paid over sixty (60) months with interest
at the Prime Rate.
Class 1 -- Bautista REO (Georgia Property). In the event the
applicable state court ultimately determines Bautista REO holds a
valid claim against the Debtors, the Debtors will transfer title to
the Georgia Property to Bautista REO in full satisfaction of its
Allowed Class 1 Secured Claim. Such transfer will take place within
thirty (30) days after entry of a Final Order determining the
validity of Bautista REO's claim. In such event, the appropriate
state court will conduct further proceedings to determine the
amount, if any, of any remaining unsecured claim of Bautista REO
against the Debtors. Bautista REO will be entitled to treatment
under Class 12 for any unsecured amount determined by the
appropriate state court.
Class 2 -- Bautista REO (Taft Property and West Broward Property).
In the event the applicable state court ultimately determines
Bautista REO holds a valid claim against the Debtors, Bautista REO
will retain its mortgages on the Taft Property and the West Broward
Property and within thirty (30) days following entry of a Final
Order the Debtors will commence monthly payments to Bautista REO
based on a twenty-five year amortization and five year maturity
with interest at a fixed rate of 5.25%.
Class 3 -- Centennial Bank (North University Property). In full
satisfaction of Centennial Bank's Allowed Secured Class 3 Claim,
Centennial Bank shall retain its lien on the North University
Property to the same extent, validity, and priority as existed
Prepetition and on the 15th day of the month following the month of
the Effective Date, the Debtors shall commence monthly payments on
account of the Allowed Class 3 Claim based upon a twenty-five (25)
year amortization and five year maturity with interest at a fixed
rate of 5.25%.
Class 4 -- Centennial Bank (Casselberry Property). In full
satisfaction of Centennial Bank's Allowed Secured Class 4 Claim,
Centennial Bank shall retain its lien on the Casselberry Property
to the same extent, validity, and priority as existed Prepetition
and on the 15th day of the month following the month of the
Effective Date, the Debtors shall commence monthly payments on
account of the Allowed Class 4 Claim based upon a twenty-five (25)
year amortization and five year maturity with interest at a fixed
rate of 5.25%.
Class 5 -- FTCF. In full satisfaction of FTCF's Allowed Secured
Class 5 Claim, FTCF shall retain its lien on the Casselberry
Property to the same extent, validity, and priority as existed
Prepetition and on the 15th day of the month following the month of
the Effective Date, the Debtors shall commence monthly payments on
account of the Allowed Class 5 Claim based upon a five (5) year
amortization and five year maturity with interest at a fixed rate
of 5.25%.
Class 6 -- Internal Revenue Service. The Debtors shall commence
monthly payments on account of the Allowed Class 6 Claim based upon
a five (5) year amortization and five year maturity with interest
at a fixed rate of 5.25%.
Class 7 -- MMG (Michigan Street Property). In full satisfaction of
MMG's Allowed Secured Class 7 Claim, MMG shall retain its lien on
the Michigan Street Property to the same extent, validity, and
priority as existed Prepetition and on the 15th day of the month
following the month of the Effective Date, the Debtors shall
commence monthly payments on account of the Allowed Class 7 Claim
based upon a twenty-five (25) year amortization and maturity with
interest at a fixed rate of 5.25%.
Class 8 -- MMG (Fern Creek Property). In full satisfaction of MMG's
Allowed Secured Class 8 Claim, MMG shall retain its lien on the
Fern Creek Property to the same extent, validity, and priority as
existed Prepetition and on the 15th day of the month following the
month of the Effective Date, the Debtors shall commence monthly
payments on account of the Allowed Class 8 Claim based upon a
twenty-five (25) year amortization and maturity with interest at a
fixed rate of 5.25%.
Class 9 -- MMG (Tampa Property). In full satisfaction of MMG's
Allowed Secured Class 9 Claim, MMG shall retain its lien on the
Tampa Property to the same extent, validity, and priority as
existed Prepetition and on the 15th day of the month following the
month of the Effective Date, the Debtors shall commence monthly
payments on account of the Allowed Class 9 Claim based upon a
twenty-five (25) year amortization and maturity with interest at a
fixed rate of 5.25%.
Class 10 -- TLOA. In full satisfaction of TLOA's Allowed Secured
Class 10 Claim, TLOA shall retain its lien on the Fern Creek
Property to the same extent, validity, and priority as existed
Prepetition and on the 15th day of the month following the month of
the Effective Date, the Debtors shall commence monthly payments on
account of the Allowed Class 10 Claim based upon a five (5) year
amortization and maturity with interest at a fixed rate of 5.25%.
Class 11 -- Internal Revenue Service. In full satisfaction of
Internal Revenue Service's Allowed Secured Class 11 Claim, the
Internal Revenue Service shall retain its lien on the Miramar
Property to the same extent, validity, and priority as existed
Prepetition and on the 15th day of the month following the month of
the Effective Date, the Debtors shall commence monthly payments on
account of the Allowed Class 11 Claim based upon a five (5) year
amortization and five year maturity with interest at a fixed rate
of 5.25%.
Class 13 -- Interests. On the Effective Date, existing Interests
will be cancelled.
The Plan contemplates that the consolidated Reorganized Debtor will
continue to operate the Debtors' business. The Debtors believe that
cash flow from the Learning Centers and Rental Properties will be
sufficient to meet all Plan Payments.
A full-text copy of the Disclosure Statement dated September 6,
2019, is available at https://tinyurl.com/y2md9ytp from
PacerMonitor.com at no charge.
Counsel for the Debtors is Jimmy D. Parrish, Esq., at Baker &
Hostetler LLP, in Orlando, Florida.
About ARR Investments
ARR Investments, Inc., and its subsidiaries --
http://www.arr-learningcenters.com/-- offer learning centers for
infants, toddlers, preschoolers and Voluntary Pre-Kindergarten in
Orlando, Florida. The Learning Centers provide computer labs;
dance, yoga, music classes; aerobics; foreign language instruction;
before/after school transportation; certified lifeguard and safety
instructor for swim lessons and play; and mini-camp breaks and
summer camp.
ARR Investments and three of its subsidiaries filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Lead Case No. 19-01494) on March 8, 2019. The
petitions were signed by Alejandrino Rodriguez, president. At the
time of filing, the Debtors estimated under $10 million in both
assets and liabilities. Jimmy D. Parrish, Esq., at Baker &
Hostetler LLP, serves as the Debtors' counsel.
AUTORAMA ENTERPRISES: Amends Treatment of NYS Tax Claim
-------------------------------------------------------
Autorama Enterprises Inc., f/k/a Autorama Enterprises of Bronx
Inc., filed an Amended Plan of Reorganization and accompanying
amended disclosure statement to amend the treatment of Class 2 NYS
Tax Claim.
The NYS Tax Claim will be paid over a five (5) year period from the
Effective Date of the Plan in equal quarterly payments with
interest at 8% per annum, with the first quarterly payment to be
made three months after the Effective Date and thereafter quarterly
from the Effective Date.
DTF shall retain its liens to the same extent and priority as
existed on the Petition Date. Failure by the Reorganized Debtor to
make a payment to DTF pursuant to this Plan shall be an event of
default. If the Reorganized Debtor fails to cure an event of
default within 30 days of written notice to the Reorganized Debtor
pursuant to Section 9.12 of the Plan, then DTF may take action in
accordance with non-bankruptcy law to collect the balance of its
claim without further order of the bankruptcy court. All payments
pursuant to the Plan shall be sent to counsel to DTF at the
following address: Office of the NYS Attorney General, 28 Liberty
Street, New York, NY 10005, Attention Enid Nagler Stuart.
A full-text copy of the Amended Disclosure Statement dated
September 6, 2019, is available at https://tinyurl.com/yydbjocl
from PacerMonitor.com at no charge.
A redlined version of the Amended Disclosure Statement dated
September 6, 2019, is available at https://is.gd/S5wM9l from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
A. Mitchell Greene, Esq.
ROBINSON BROG LEINWAND GREENE
GENOVESE & GLUCK P.C.
875 Third Avenue, 9th Fl.
New York, New York 10022
Tel: 212-603-6300
About Autorama Enterprises
Autorama Enterprises Inc. is a dealer of used car automobiles
headquartered in Bronx, New York. The Company also provides towing
and auto repair services. Autorama previously sought bankruptcy
protection on Jan. 11, 2017 (Bankr. S.D.N.Y. Case No. 17-40009).
The prior case was dismissed on March 8, 2017.
Autorama Enterprises filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 18-13837), on Nov. 28, 2018. The petition was signed by
Daniel Powers, president. At the time of filing, the Debtor had $1
million to $10 million in estimated assets and $500,000 to $1
million in estimated liabilities. The case has been assigned to
Judge Stuart M. Bernstein. The Debtor is represented by Robinson
Brog Leinwand Greene Genovese & Gluck, P.C.
BLACKJEWEL LLC: TRO on Coal Transport Extended to Sept. 20
----------------------------------------------------------
The Bristol Herald Courier Blackjewel LLC filed for Chapter 11
bankruptcy protection in July and laid off hundreds of workers at
its facilities in Kentucky, West Virginia, Wyoming and Virginia.
Many former Blackjewel employees remain unpaid for work performed
prepetition.
According to the report, the U.S. Department of Labor argues in
court filings that the coal at sites in Virginia and Kentucky are
"hot goods" produced by unpaid workers, running afoul of the Fair
Labor Standards Act. The law prohibits the transportation of goods
made in violation of minimum wage and overtime requirements.
But Blackjewel, the report relates, contends in filings that a
company called Blackjewel Marketing and Sales Holdings (BJMS) -- a
separate entity from Blackjewel LLC that is not the central subject
of the Chapter 11 case -- previously agreed to buy the coal as a
"good faith purchaser" without knowledge of potential "hot goods"
violations. The coal company also claims the stockpiled coal will
degrade from oxidation and lose value. Given these factors,
Blackjewel argues BJMS should be able to transport the coal located
at three Blackjewel sites in Virginia near Raven, Honaker and
Appalachia
The bankruptcy court held an evidentiary hearing on "hot goods" --
related issues on Sept. 4 and 5 but has not issued a ruling,
according to a filing from the Department of Labor.
In addition to presenting arguments in the bankruptcy court, the
Department of Labor successfully sought a temporary restraining
order on the Virginia-based coal in U.S. District Court for the
Western District of Virginia last month. Judge James P. Jones
issued the temporary restraining order on Aug. 23. The extension
extends the order to Sept. 20.
About Blackjewel L.L.C.
Blackjewel L.L.C.'s core business is mining and processing
metallurgical, thermal and other specialty and industrial coals.
Blackjewel operates 32 properties, including surface and
underground coal mines, preparation or wash plants, and loadouts or
tipples. Combined, Blackjewel and its affiliates hold more than
500 mining permits. Operations are located in the Central
Appalachian Basin in Virginia, Kentucky and West Virginia and the
Powder River Basin in Wyoming.
Blackjewel L.L.C. and four affiliates filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
W.Va. Lead Case No. 19-30289) on July 1, 2019.
Blackjewel estimated $100 million to $500 million in asset and $500
million to $1 billion in liabilities as of the bankruptcy filing.
The Hon. Frank W. Volk is the case judge.
The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy
counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI
Consulting Inc. as financial advisor; Jefferies LLC as investment
banker; and Prime Clerk LLC as the claims agent.
The Office of the U.S. Trustee on July 3, 2019, appointed five
creditors to serve on an official committee of unsecured creditors
in the Chapter 11 case of Blackjewel LLC. Whiteford Taylor &
Preston LLP is the Committee's counsel.
BON WORTH: Merchant Coterie to Open Auction for 50-Store Retailer
-----------------------------------------------------------------
Bon Worth, the Hendersonville, North Carolina-based women's
clothing retailer that once operated more than 300 stores across
the U.S., has filed for Chapter 11 bankruptcy and is seeking a
going concern sale of the business.
At the time of filing, Bon Worth operated 50 retail stores. Most
of these stores are located in shopping centers or other commercial
retail locations. The company does not own any real estate; it
leases all of its locations.
Primary secured lender Crossroads Funding I, LLC, which is owed
$739,800 for prepetition loans, provided $1.3 million of DIP
financing to finance the Chapter 11 effort. In order to assist the
Debtor in remaining a viable entity pending a sale of the assets of
the company, Merchant Coterie Inc. made cash advances and delivered
substantial inventory to the Debtor, on credit, prior to the
Petition Date at a time when the Debtor's access to trade credit
was significantly constrained. The Debtor's prepetition secured
obligations to Merchant total $100,000 and its unsecured
obligations total $2.87 million.
Merchant has also agreed to provide the Debtor with DIP financing,
and at present, the Debtor is operating in reliance on the
inventory substantially all of which is provided by Merchant.
In order to maximize the value of the estate for its creditors, the
Debtor has determined that a sale of the business as a going
concern is the best course of action. The Debtor has accepted an
offer from Merchant Coterie whereby Merchant Coterie or an
affiliate of Merchant Coterie would purchase certain assets of the
Debtor, subject to receipt of higher bids at auction.
Subject to Court approval, The Finley Group has been retained in
this case on behalf of the Debtor as its financial advisor.
The Debtor requests that The Finley Group be permitted and
empowered to contact potential purchasers and to market the
Debtor's assets as a going concern operation for sale. The Debtor
submits that engagement in a more expensive and lengthy, formal,
broker-led marketing program is unnecessary in the case due to the
Debtor's and The Finley Group's knowledge of potential strategic
buyers in the industry, the identification of a stalking horse
bidder, and the pressing need to close any potential sale.
The Debtor has proposed bidding procedures and is seeking to
solicit initial overbids for the assets. If there is at least one
qualified overbidder in addition to Merchant Coterie, the Debtor
will conduct an auction on Oct. 18, 2019, at 10:00 a.m. at the
offices of:
The Finley Group,
212 S. Tryon Street, Suite 1050
Charlotte, North Carolina 2820
Counsel for Merchant Coterie can be reached at:
Glenn C. Thompson, Esq.
Hamilton, Stephens, Steele + Martin, PLLC
525 N. Tryon St., 14th Floor
Charlotte, NC 28202
E-mail: gthompson@lawhssm.com
mraubach@lawhssm.com
Counsel for Crossroads:
Steven B. Soll, Esq.
Otterbourg, P.C.
230 Park Avenue
New York, NY 10169-0075
E-mail: ssoll@otterbourg.com
- and –
Felton Parrish, Esq.
Hull & Chandler, P.A.
1001 Morehead Square Drive, Suite 450
Charlotte, NC 28203
E-mail: fparrish@lawyerscarolina.com
About Bon Worth
Bon Worth Inc. -- https://www.bonworth.com/ -- is a retailer of
women's fashion having retail stores located in the U.S. and
maintaining an online presence through its website and on Facebook.
Founded in 1966, the business is wholly owned by Kyong Kook Kim,
the sole shareholder.
As of August 2019, it had 50 retail stores. Bon Worth once
operated more than 300 stores across the U.S. Bon Worth currently
employs 200 hourly and 15 salaried employees at headquarters and at
stores throughout the country.
Bon Worth sought Chapter 11 protection (Bankr. W.D.N.C. Case No.
19-10317) on Aug. 16, 2019.
The Debtor estimated assets of $1 million to $10 million and debt
of $10 million to $50 million.
The Hon. George R. Hodges is the case judge.
Horack, Talley, Pharr & Lowndes, P.A., is the Debtor's counsel.
BREAULT RESEARCH: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Breault Research Organization, Inc. as of
Sept. 10, according to a court docket.
About Breault Research Organization
Breault Research Organization, Inc. -- http://www.breault.com/--
is an optical engineering firm providing optical software products
and training courses that help engineers turn creative visions into
working prototypes, and the Company's own engineers work on
projects for Fortune 500 companies, research institutions, and top
government labs. BRO provides optical engineering services for
companies requiring optical design solutions that outperform the
competition. Clients include Agilent, Raytheon, General Dynamics,
Lockheed Martin, NASA, and many other recognized names in industry.
BRO is a privately held company headquartered in Tucson, Arizona.
Breault Research Organization, based in Tucson, AZ, filed a Chapter
11 petition (Bankr. D. Ariz. Case No. 19-08754) on July 16, 2019.
In the petition signed by Matthew Pobloske, president, the Debtor
estimated $500,000 to $1 million in assets and $1 million to $10
million in liabilities. Kasey C. Nye, Esq., at Waterfall
Economidis Caldwell Hanshaw & Villamana, P.C., serves as bankruptcy
counsel to the Debtor.
BRUCE FRANK: $6.15M Sale of Jupiter Property to Weinbergs Approved
------------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Bruce Steven Frank's sale of the
real property located at 392 Eagle Dr, Jupiter, Florida to Samuel
G. Weinberg & Kathy Weinberg, and/or assigns for $6.15 million.
The sale is free and clear of all liens, claims and encumbrances,
with any and all liens, claims and encumbrances (that are not
otherwise specifically addressed in the Order) attaching to the
sale proceeds.
The Debtor is authorized to enter into the "As Is" Residential
Contract for Sale and Purchase (along with any addendums).
From the gross sales proceeds, in the amount of $6.15 million,
these claims and amounts will be paid:
a. Professional (Bank First Mortgage) - $3,620,089 (as of
Sept. 9, 2019), (per diem after Sept. 9, 2019 is $391)
b. Larsen Capital (Second Mortgage) (Claim # 26-1) ((amount
includes principal due as of April 26, 2019), as well as amounts
advanced after the Petition Date) ) - $1,819,734
c. Larsen Capital (Second Mortgage) (Claim # 26-1) (amount
includes non-gifted interest due through date of closing) -
$50,000
d. Bancorp (Amount gifted by Larsen Capital on account of its
secured claim from interest due and owing on its Second Mortgage
referenced) - $60,000
e. Investors Bank (Amount gifted by Larsen Capital on account
of its secured claim from interest due and owing on its Second
Mortgage referenced) - $60,000
f. The Sheehan Agency (Real estate commission owed to the
Debtor's Real Estate Broker (non-Debtor portion)) - $227,550
g. Bruce Frank (The Debtor's share of the real estate
commission owed to the Debtor's Real Estate Broker) - $49,200
h. Admiral's Cove Realty (Real estate commission owed to
third-party Cooperating Broker) - $92,250
i. Bancorp (Substantial contribution claim to the proceeds of
the sale, which will be an allowed administrative (substantial
contribution) claim) - $25,000
j. Investors Bank (Substantial contribution claim to the
proceeds of the sale, which will be an allowed administrative
(substantial contribution) claim) - $25,000
k. Any holders of valid judgment liens against the Property
(The Debtor's Motion to Avoid Judicial Liens on Exempt Property) -
ECF 85
l. Customary and reasonable closing costs (Customary and
reasonable closing costs) - Unknown
m. Balance due to the Debtor (Balance due to the Debtor) -
Unknown
The amounts paid to Larsen Capital at the closing of the sale of
the Property will fully and completely satisfy Larsen Capital's
secured claim against the Property, and Larsen Capital will not be
paid any further amounts from the proceeds of the sale of the
Property. However, the satisfaction of its claim against the
Property will not otherwise affect any other claim(s) of Larsen
Capital, including claims against any other collateral.
By virtue of the gift from Larsen Capital in the amount of $60,000,
and its allowed administrative (substantial contribution) claim, in
the amount of $25,000, Bancorp will be paid at closing the amount
of $85,000. This amount will reduce the amount of its unsecured
claim against the Debtor (Claim # 12).
By virtue of the gift from Larsen Capital in the amount of $60,000,
and its allowed administrative (substantial contribution) claim, in
the amount of $25,000, Investors Bank will be paid at closing the
amount of $85,000. The amount will reduce the amount of its
unsecured claim against the Debtor (Claim # 9).
Any holders of valid judgment liens against the Property will be
treated as set forth in the Order Granting Debtor's Motion to Avoid
Judicial Liens on Exempt Property, which will be entered by
separate order.
The Debtor is authorized to pay the real estate commissions
referenced from the proceeds of the sale of the Property in the
amounts set forth. Any customary and reasonable closing costs will
be paid at the closing of the sale of the Property.
Thereafter, any remaining net proceeds after payment of those
amounts will be paid to the Debtor, and held in the Debtor's
counsel's trust account, to be held in escrow as property of the
estate pending further Court order. However, notwithstanding this,
the Debtor's counsel is authorized to remit to the Office of the
United States Trustee any United States Trustee Quarterly Fees
emanating from the distribution of the proceeds of the sale of the
Property, from his attorney trust account, without further Court
order, when such United States Trustee Quarterly Fees come due.
The 14-day stay period under Fed. R. Bank. P. 6004(h) is waived so
that the parties can comply with the scheduled closing date.
Bruce Steven Frank sought Chapter 11 protection (Bankr. S.D. Fla.
Case No. 19-15509) on April 26, 2019. The Debtor tapped Zach B.
Shelomith, Esq., as counsel.
COLLEEN & TOM: Nellis Auction's Sale of Assets Approved
-------------------------------------------------------
Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada authorized Colleen & Tom Enterprises, Inc.'s
Nellis Auction sale of assets listed on Exhibit 1.
A hearing on the Motion was held on Aug. 29, 2019 at 10:00 a.m.
The sale will be free and clear of liens, claims, interests and
encumbrances.
The two prior sales are approved Pro Nunc Tunc and deemed to have
been adequately marketed and commercially reasonable in compliance
with Nevada's Uniform Commercial Code.
A copy of Exhibit 1 attached to the Motion is available for free
at:
http://bankrupt.com/misc/COLLEEN_&_TOM_166_Sales.pdf
About Colleen & Tom Enterprises
Colleen & Tom Enterprises, Inc. -- http://cccfurnishings.com/--
offers new and gently used home furnishing products. Colleen & Tom
Enterprises sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 18-16462) on Oct. 29, 2018. In the
petition signed by Colleen Aiken, president, the Debtor estimated
assets of less than $50,000 and liabilities of $1 million to $10
million. Judge Laurel E. Babero oversees the case. The Debtor
tapped Leavitt Legal Services, P.C. as its legal counsel, and
Barlow Douglas and Hall, CPAs as its accountant.
COLUMBUS OIL & GAS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Columbus Oil & Gas, LLC
6436 Lakeshore Road
Fort Gratiot, MI 48059
Case No.: 19-52994
Business Description: Columbus Oil & Gas, LLC is an oil & energy
company based out of Port Huron, Michigan.
Chapter 11 Petition Date: September 11, 2019
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Hon. Maria L. Oxholm
Debtor's Counsel: David R. Heyboer, Esq.
HEYBOER LAW PLC
3051 Commerce, Suite 1
Fort Gratiot, MI 48059
Tel: (810) 982-9800
Fax: 810-982-1148
E-mail: HFLaw@iwarp.net
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Charles U. Lawrence, manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb19-52994_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mieb19-52994.pdf
DIOCESE OF ROCHESTER: Enters Chapter 11 to Deal With Abuse Claims
-----------------------------------------------------------------
The Diocese of Rochester in upstate New York filed for bankruptcy
protection Sept. 12, 2019, amid a wave of lawsuits over alleged
sexual abuse of children.
The State of New York in January 2019 passed the Child Victims Act,
a law that modified the statute of limitations and created a
one-year "window" during which victims of child abuse claims may
have been time-barred may commence a timely civil action. Hundreds
of lawsuits have been filed against churches and other institutions
since the law took effect last month.
Since the mid-1980s, the Diocese has settled 44 claims related to
child sexual abuse. From the opening of the CVA window on August
14, 2019, through the Petition Date, approximately 46 lawsuits
involving 61 plaintiffs who are seeking damages as a result of
alleged abuse have been commenced against the Diocese. In
addition, as of the Petition Date, approximately 12 demand letters
or notices have been received from other claimants who have not yet
commenced lawsuits against the Diocese. The Diocese anticipates
that many more claims will be asserted before the CVA window
closes.
"We've come to the conclusion that we cannot minister to every
victim that comes forward and help them out if we did not go this
route," Bishop Salvatore Matano said during a news conference.
The Diocese of Rochester is the first diocese in New York to seek
bankruptcy protection and the 20th nationwide.
"Now that the Diocese of Rochester has filed for bankruptcy, we
fear that other New York dioceses will follow suit," the Survivors
Network of those Abused by Priests (SNAP) wrote in a statement.
"We hope that New York Attorney General Letitia James is watching
these moves closely and will use the power of her office to ensure
that information related to clergy abuse and cover-ups are not able
to be kept hidden by the bankruptcy process."
The Diocese clarified in court filings that it does not seek
Chapter 11 relief to shirk or avoid responsibility for any past
misconduct by clergy or for any decisions made by Diocesan
authorities when addressing that misconduct.
The Diocese commenced the Chapter 11 case in order to (a) provide
an orderly claims administration process that will ensure a more
equitable distribution of funds to creditors, including victims of
sexual abuse; and (b) bring about a reorganization of the Diocese
that will ensure that the mission of the Diocese may continue to be
fulfilled for the Catholic faithful that it serves.
About the Diocese of Rochester
The Diocese of Rochester in upstate New York provides support to 86
Roman catholic parishes across 12 counties in upstate New York. It
also operates a middle school, Siena Catholic Academy ("SCA").
The Diocese has 86 full-time employees and six part-time employees
and provides medical and dental benefits to an additional 68
retired priests and 2 former priests.
The Diocese generated $21.88 million of gross revenue for the
fiscal year ending June 30, 2019, compared with a gross revenue of
$24.25 million in fiscal year 2018.
The Diocese of Rochester filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave
of lawsuits over alleged sexual abuse of children. In the
petition, the Diocese estimated $50 million to $100 million in
assets and at least $100 million in liabilities.
DIOCESE OF ROCHESTER: To Redact Victims' Names from Filings
-----------------------------------------------------------
The Diocese of Rochester in upstate New York said in bankruptcy
court filings that many of the creditors in its Chapter 11 case are
victims of child sexual abuse who have chosen to keep their
identities private.
Most victims who have filed suit have done sousing pseudonyms and
have obtained State Court orders authorizing their use of
pseudonyms. Other child sexual abuse victim creditors have
similarly expressed their intentions to remain anonymous. Most of
the victims, through their attorneys, have advised the Debtor of
potential claims but have only disclosed their names, expecting
that their identities would be kept confidential by the Debtor.
The Diocese has always honored a victim's request for
confidentiality and has not publicly disclosed victims or commented
publicly on any individual's case.
In compliance with the Charter for the Protection of Children and
Young People, issued by the United States Conference of Catholic
Bishops in 2002, the Diocese has never requested, nor required,
that an individual maintain confidentiality. Victims are free and
encouraged to tell their story in the manner and pace which is
helpful to them.
The Diocese thus seeks the Bankruptcy Court's permission to file
all documents with victims' names in a redacted form, pursuant to
State Court orders and its prior practices. Consistent with the
Diocese's past practices, victims can always choose to disclose
their names in any pleadings that they file with this Court.
About the Diocese of Rochester
The Diocese of Rochester in upstate New York provides support to 86
Roman catholic parishes across 12 counties in upstate New York. It
also operates a middle school, Siena Catholic Academy ("SCA").
The Diocese has 86 full-time employees and six part-time employees
and provides medical and dental benefits to an additional 68
retired priests and 2 former priests.
The Diocese generated $21.88 million of gross revenue for the
fiscal year ending June 30, 2019, compared with a gross revenue of
$24.25 million in fiscal year 2018.
The Diocese of Rochester filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave
of lawsuits over alleged sexual abuse of children. In the
petition, the Diocese estimated $50 million to $100 million in
assets and at least $100 million in liabilities.
DITECH FINANCIAL: Bid for Summary Ruling vs N. Peeples Partly OK'd
------------------------------------------------------------------
District Judge AnneMarie Carney Axon grants in part and denies in
part Defendant Ditech Financial LLC's for summary judgment on all
claims brought by Plaintiff Nickels Bowen Peeples in the case
captioned NICKELS BOWEN PEEPLES, Plaintiff, v. DITECH FINANCIAL
LLC, MORTGAGE ELECTRONIC MEMORANDUM OF OPINIONREGISTRATION SYSTEMS,
INC., Defendants (N.D. Ala.).
Mr. Peeples alleged that Ditech wrongfully claimed an adverse
interest in Mr. Peeples' property and wrongfully initiated and
advertised foreclosure proceedings against the same property. Mr.
Peeples brings various state law tort claims against Ditech for
monetary, injunctive, and declaratory relief.
On June 27, 2007, Deidra Y. Sanders, then Deidra Y. Peeples,
purchased property located at 1281 Sanie Road, Branchville, Alabama
35210. To finance the purchase of the property, Ms. Sanders entered
into and executed a promissory note and mortgage. On June 26, 2009,
Ms. Sanders and Mr. Peeples divorced and Ms. Sanders transferred
her interest in the property to Mr. Peeples. The divorce required
Mr. Peeples to obtain a mortgage to purchase the property in his
name and required Ms. Sanders to convey the property to Mr. Peeples
by quit claim. Ms. Sanders conveyed the property to Mr. Peeples by
quit claim deed on Sept. 3, 2009 but it appears he never obtained a
mortgage in his own name. In October 2012, Ms. Sanders filed for
Chapter 7 bankruptcy. The bankruptcy court discharged Ms. Sanders'
case in 2013.
In 2017, the note fell into default and Ditech initiated
foreclosure proceedings. Ditech published a foreclosure sale notice
and advertised a foreclosure sale of the property for July 6, 2017.
Before the foreclosure sale, Mr. Peeples filed suit in the Circuit
Court of St. Clair County, Alabama, Ashville Division. He seeks
injunctive and declaratory relief based on a claim for quiet title
("Counts One and Five"). He also seeks monetary damages for (1)
slander of title ("Count Two"); (2) being placed in a false light
("Count Three"); and (3) defamation, libel, or slander ("Count
Four"). Ditech removed the case to this court.
Ditech moved for summary judgment on all counts of the complaint.
After briefing was complete on the motion for summary judgment,
however, Ditech filed in this court a notice of its voluntary
petition for chapter 11 bankruptcy. Under 11 U.S.C. § 362(a),
filing a bankruptcy petition typically operates as an automatic
stay of any judicial action or proceeding against the debtor. The
bankruptcy court has granted Ditech limited relief from the
automatic stay, allowing it to assert a defense in title disputes.
Accordingly, the court finds that the automatic stay does not
preclude this court's consideration of the motion for summary
judgment on Counts One and Five. The automatic stay does, however,
apply to Counts Two, Three, and Four, so the court denies the
motion for summary judgment on those counts without prejudice to
refiling if and when the automatic stay is lifted. The Court,
however, grants summary judgment on Counts One and Five because the
undisputed evidence establishes that the mortgage was valid.
On its own motion, the court administratively closes the case. The
parties may move to reopen the case once the automatic stay is
lifted or expires.
A copy of the Court's Memorandum Opinion and Order dated April 8,
2019 is available at https://bit.ly/2kbp9Ms from Leagle.com.
Nickels Bowen Peeples, Plaintiff, represented by Kenneth J. Lay,
HOOD & LAY LLC.
Ditech Financial LLC, Defendant, represented by Mignon A. Lunsford,
BURR & FORMAN LLP, R. Austin Huffaker, Jr., RUSHTON STAKELY
JOHNSTON & GARRETT PA & William J. Long, IV, BURR & FORMAN LLP.
About Ditech Holding Corporation
Ditech Holding Corporation and its subsidiaries --
http://www.ditechholding.com/-- are independent servicer and
originator of mortgage loans. Based in Fort Washington,
Pennsylvania, the Debtors have approximately 3,300 employees and
service a diverse loan portfolio.
Ditech Holding and certain of its subsidiaries, including Ditech
Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary
Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on
Feb. 11, 2019, after reaching terms with lenders of a Chapter 11
plan that will reduce debt by $800 million.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel,
Houlihan Lokey as investment banker and AlixPartners LLP as
financial advisor. Epiq Bankruptcy Solutions LLC is the claims and
noticing agent.
Kirkland & Ellis LLP and FTI Consulting Inc. serve as the
consenting term lenders' legal counsel and financial advisor,
respectively.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Debtors' cases on Feb. 27, 2019. The
creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as
its legal counsel and Goldin Associates, LLC, as its financial
advisor.
On May 2, 2019, the U.S. trustee appointed an official committee of
consumer creditors. The consumers committee tapped Quinn Emanuel
Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as
financial advisor.
DRB INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: D.R.B., Inc.
P.O Box 2992
Chester, VA 23831
Case No.: 19-34742
Business Description: D.R.B., Inc. provides trucking and hauling
services. The Company previously sought
bankruptcy protection on Oct. 2, 2013
(Bankr. E.D. Va. Case No. 13-30009).
Chapter 11 Petition Date: September 11, 2019
Court: United States Bankruptcy Court
Eastern District of Virginia (Richmond)
Judge: Hon. Keith L. Phillips
Debtor's Counsel: Graham Thornton Jennings, Jr., Esq.
GRAHAM T. JENNINGS, JR., P.C.
P.O. Box 426
Powhatan, VA 23139
Tel: (804) 598-7912
Email: powlaw@gjenningspc.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Donald R. Beverley, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/vaeb19-34742.pdf
ECONO CAR: Harris Auction Sale of Excess Vehicles Approved
----------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Econo Car Rentals, Inc.'s
auction sale of the excess vehicles listed on Exhibit A to be
conducted by Harris Auctions, LLC.
A hearing on the Motion was held on Aug. 29, 2019.
The sale will be free and clear of all liens, claims, and
interest.
A copy of the Exhibit A and the Auction Agreement attached to the
Order is available for free at:
http://bankrupt.com/misc/Econo_Car_84_Order.pdf
About Econo Car Rentals Inc.
Econo Car Rentals, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 8:18-bk-09676-CPM) on Nov. 9, 2018,
disclosing less than $1 million in both assets and liabilities.
The Debtor hired The Law Offices of Norman and Bullington
Chartered, as its counsel.
EDWARD ZAWILLA: $275K Sale of Hoffman State Property to Sanden OK'd
-------------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Edward J. Zawilla's sale
of the real property commonly known as 796 Randi Lane, Hoffman
Estate, Illinois to Wendy Sanden for $275,000.
The sale is on "as-is, where-is" basis, and free and clear of all
liens, claims, and encumbrances with valid liens attaching to the
net sale proceeds only in the order of priority, as follows: DCR
Mortgage 7 Sub 2, LLC.
The purchase price of $275,000 of the real property under such
proposed sale will be deemed fair and reasonable and may not be
avoided under 363(n) of the Bankruptcy Code.
Edward J. Zawilla sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 18-17408) on June 19, 2018. The Debtor tapped Richard G.
Larsen, Esq., at Springer Brown, LLC, as counsel.
EMERGE ENERGY: Sale/Abandonment of Misc./De Minimis Assets Approved
-------------------------------------------------------------------
Judge Karen B. Owens of the U.S. Bankruptcy Court for the District
of Texas authorized the procedures of Emerge Energy Services LP and
its debtor-affiliates for the sale, transfer or abandonment of
their miscellaneous and de minimis assets, on a final basis.
The Debtors are authorized, subject to the terms of the Order, but
without further Court approval, to: (i) consummate Proposed Sales
of Miscellaneous Assets outside of the ordinary course of business
when the purchase price for such a sale is no more than $400,000
for each transaction or in the aggregate for a related series of
transactions; and (ii) abandon Miscellaneous Assets with a book
value of less than $250,000; provided that, the Debtors will use
reasonable efforts to consult with the Committee in connection with
marketing efforts undertaken regarding the Miscellaneous Assets.
The Sale Notice Procedures, as set forth in the Motion, are
approved. The Debtors will give Sale Notice to the Sale Notice
Parties. To the extent that a competing bid is received for the
purchase of Miscellaneous Assets in a particular Proposed Sale
after service of the Sale Notice that, in the Debtors' sole
discretion in the exercise of their business judgment, materially
exceeds the value of the consideration described in the Sale
Notice, then the Debtors may file and serve an amended Sale Notice
for the Proposed Sale to the subsequent bidder pursuant to the Sale
Notice Procedures, even if the proposed purchase price exceeds the
Sale Cap.
If any significant economic terms of a Proposed Sale are amended
after transmittal of the Sale Notice, but prior to the expiration
ofthe Objection Deadline, including as part of the resolution of
any objections, the applicable Debtor or Debtors will send a
revised Sale Notice to all Sale Notice Parties describing the
Proposed Sale, as amended. If a revised Sale Notice is required,
the Objection Deadline will be extended for an additional seven
business days from the date of service of such revised Sale
Notice.
With respect to any Proposed Abandonment, the Debtors will file
with the Court and serve the Abandonment Notice by overnight mail
or email on the Sale Notice Parties. The Objection Deadline is
5:00 p.m. (ET) on the seventh business day following the service of
a Sale Notice or Abandonment Notice.
A Proposed Sale (including the assumption, assumption and
assignment, or rejection of executory contracts and unexpired
leases proposed in connection with such sale) or Proposed
Abandonment will be deemed final and fully authorized by the Court
upon either (i) the
expiration of the Objection Deadline without the assertion of any
Objections by any Sale Notice Party or (ii) the written consent of
all Sale Notice Parties.
Notwithstanding the Sale Notice Procedures set forth, for (i) any
single sale transaction involving the sale or transfer of
Miscellaneous Assets for less than $50,000 in total consideration,
as measured by the amount of cash and other consideration (such as
assumption of liabilities) to be received by the Debtors on account
ofthe Miscellaneous Assets to be sold or transferred in any one
transaction or in any series of related transactions; or (ii) the
abandonment of any asset with a book value of less than $50,000,
the applicable Debtor or Debtors will be authorized, without
following the Sale Notice Procedures and without further notice and
further Court approval, to consummate the De Minimis Disposition
and such De Minimis Disposition will be deemed fully authorized by
the Court, provided that the Debtors have obtained any necessary
consents required pursuant to the DIP Financing Agreement in
connection with such De Minimis Disposition and have given prior
notice to any party asserting an ownership interest in the relevant
assets.
Any sales ofMiscellaneous Assets will be free and clear of all
liens, claims and encumbrances, with any such Interests attaching
to the net sale proceeds.
Upon the closing of a sale or transfer, the Debtors may assume,
assume and assign, or reject any executory contract or unexpired
lease and pay the Cure Claims.
The Debtors are authorized to pay, without further COurt approval,
Cummissions for brokers and auctioneers utilized in connection with
any sales of Miscellaneous Assets upon satisfaction ofthe
disclosure requirements provided.
The Debtors will provide, to the extent practicable, a written
report or reports, within 20 days after the end of each calendar
month concerning any such sales, transfers or abandomnents made
pursuant to the terms of the Order to the U.S. Trustee and the
counsel to the Committee, and will file the report with the Court.
The 14-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d) is
waived with respect to each Proposed Sale conducted in accordance
with the Order, and the Debtors may close Proposed Sales as set
forth herein without reference to such stay.
Notwithstanding Bankruptcy Rule 6004(h), to the extent applicable,
the Order will be effective and enforceable immediately upon its
entry.
All purchasers or transferees will take Miscellaneous Assets sold
by the Debtors pursuant to the authority granted in the Order "as
is" and "where is" without any representations or warranties from
the Debtors as to quality or fitness for either their intended
purposes or any particular purposes.
Any net proceeds obtained by the Debtors from any sales of
Miscellaneous Assets will be applied as required by the DIP
Financing Agreement, the Interim DIP Order, any Final DIP Order or
any other order entered by the Court. Nothing in the Order will be
deemed a waiver by the Debtors' postpetition DIP lenders of any
required approval or disapproval of any sale or abandonment,
whether pursuant to the Order or otherwise.
About Emerge Energy Services LP
Emerge Energy Services LP -- http://www.emergelp.com/-- is engaged
in the mining, processing and distributing silica sand, a key input
for the hydraulic fracturing of oil and gas wells. The Debtors
conduct their mining and processing operations from facilities
located in Wisconsin and Texas. In addition to mining and
processing silica sand primarily for use in the oil and gas
industry, the Debtors also, to a lesser degree, sell their sand for
use in building products and foundry operations. Emerge Energy was
formed in 2012 by management and affiliates of Insight Equity
Management Company LLC and its affiliated investment funds.
Emerge Energy Services and its affiliates protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11563)
on July 15, 2019.
As of Sept. 30, 2018, the Debtors had total assets of $329,385,000
and total liabilities of $266,077,000.
The Debtors tapped Richards, Layton & Finger, P.A. and Latham &
Watkins LLP as bankruptcy counsel; Houlihan Lokey Capital Inc. as
financial advisor; and Kurtzman Carson Consultants LLC as claims
and noticing agent and administrative advisor. The Debtors also
hired Ankura Consulting Group LLC to provide interim management
services.
ENGUITY TECHNOLOGY: Seeks to Hire Bruner Wright as Legal Counsel
----------------------------------------------------------------
Enguity Technology Corp. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Florida to hire Bruner Wright,
P.A. as its legal counsel.
The firm will advise the Debtor of its powers and duties under the
Bankruptcy Code and will provide other legal services in connection
with its Chapter 11 case.
The firm's hourly rates are:
Robert Bruner $400
Byron Wright III $300
Thomas Woodward $400
Paralegal $100
Bruner Wright received from the Debtor a retainer of $10,000, of
which $1,000 was used to pay the firm's pre-bankruptcy services.
Byron Wright III, Esq., at Bruner Wright, disclosed in court
filings that the firm does not represent any other entity in
connection with the Debtor's bankruptcy case.
The firm can be reached through:
Byron Wright III, Esq.
Bruner Wright, P.A.
2810 Remington Green Circle
Tallahassee, FL 32308
Office: (850) 385-0342
Fax: (850) 270-2441
About Enguity Technology Corp.
Enguity Technology Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-40473) on Sept. 6,
2019. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $100,000.
FALLS EVENT: Ct. Grants Substantive Consolidation of Falls Parties
------------------------------------------------------------------
Bankruptcy Judge R. Kimball Mosier issued a findings of fact and
conclusions of law in support of order granting motion to
substantively consolidate The Falls Event Center, LLC with Debtors
The Falls at Fresno, LLC, The Falls at Gilbert, LLC, The Falls at
McMinnville, LLC, The Falls at St. George, LLC, and The Falls of
Littleton, LLC; and Non-Debtors The Falls at Austin Bluffs, LLC,
The Falls at Cutten Road, LLC, The Falls at Stone Oak Parkway, LLC,
The Falls at Beaverton, LLC, and The Falls at Roseville, LLC.
TFEC operates event centers located in multiple states and a water
park located in Oregon. It also is the sole member and manager of
fifteen "Affiliated Companies."
Substantive consolidation of the Falls Parties with TFEC will take
place as of the TFEC Petition Date.
The analysis of whether to order substantive consolidation nunc pro
tunc "closely parallel[s]" the analysis of whether to substantively
consolidate entities in the first place. Courts have adopted two
tests for nunc pro tunc consolidation, with the key factor under
both tests being whether there was "reliance on an entity's
apparent separateness."
The first test is established in In re Auto-Train Corporation,
where the Court of Appeals for the D.C. Circuit held that nunc pro
tunc consolidation requires the movant to show that such
consolidation is necessary to achieve some benefit or avoid some
harm. If this showing is made, nunc pro tunc consolidation will be
allowed unless any opposing party proves that it relied on the
separate credit of one of the entities to be consolidated and that
the harm to it in shifting a filing date will outweigh the benefits
of nunc pro tunc consolidation.
The second test for nunc pro tunc consolidation was set forth by
the Court of Appeals for the Sixth Circuit in In re Baker & Getty
Financial Srvcs., Inc. Under this test, the following two factors
are considered in determining whether substantive consolidation
should occur as of the petition date: (1) whether the creditors
dealt with the consolidated entities as if they were the same, or
(2) the affairs of the consolidated entities are so entangled that
it would not be feasible to identify and allocate all of their
assets and liabilities.
Under either of these tests, substantive consolidation of Falls
Parties as of the TFEC Petition Date is appropriate. The Falls
Parties had no corporate existence outside of the TFEC corporate
group. The Falls Parties' affairs are so entangled with those of
TFEC that it would be most efficient to consolidate them as of the
TFEC Petition Date, which allows the Trustee to capture the Falls
Parties' assets as assets of the consolidated estate.
No party in interest has objected to substantive consolidation as
of the TFEC Petition Date. Accordingly, the Falls Parties are
substantively consolidated with TFEC as of the TFEC Petition Date.
A copy of the Court's Findings dated April 8, 2019 is available at
https://bit.ly/2kBqKuX from Leagle.com.
The bankruptcy cases are in re: The FALLS EVENT CENTER LLC; The
Falls at Gilbert, LLC; The Falls at McMinnville, LLC; The Falls at
St. George, LLC; The Falls of Littleton, LLC; The Falls at Fresno,
LLC; and, The Falls at Clovis, LLC; Debtors, Bankr. Case No.
18-25116, Bankr. Case No. 18-25419, Bankr. Case No. 18-25492,
Bankr. Case No. 18-26653, Bankr. Case No. 18-27111, Bankr. Case No.
18-27713, Bankr. Case No. 18-28140 (Bankr. D. Utah).
Michael F. Thomson (#9707), Peggy Hunt (#6060), John J. Wiest
(#11210), DOORSEY & WHITNEY LLP, 111 South Main Street, 21st Floor,
Salt Lake City, UT 84111-2176, Telephone: (801) 933-7360,
Facsimile: (801) 933-7373, Email: thomson. michael@dorsey.com,
hunt.peggy@dorsey. com, wiest.john@dorsey.com, Attorneys for
Michael F. Thomson, Chapter 11 Trustee of The Falls Event Center
LLC.
About The Falls Event Center
The Falls Event Center LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11,
2018. At the time of the filing, the Debtor estimated assets of
$50 million to $100 million and liabilities of $100 million to $500
million.
Judge R. Kimball Mosier oversees the case.
Ray Quinney & Nebeker P.C. is the Debtor's legal counsel. Gil
Miller and his firm Rocky Mountain Advisory, LLC, are restructuring
advisors.
On July 27, 2018, the U.S. Trustee appointed an official committee
of unsecured creditors in the case.
In November 2018, Judge R. Kimball Mosier entered an order
appointing a Chapter 11 trustee. DORSEY & WHITNEY LLP is the
Trustee's counsel.
FAMILY SERVICES I: Case Summary & 12 Unsecured Creditors
--------------------------------------------------------
Debtor: Family Services I
200 Sixth St SE
Walker, MN 56484
Case No.: 19-50707
Business Description: Family Services I offers
funeral and cremation services.
Chapter 11 Petition Date: September 9, 2019
Court: United States Bankruptcy Court
District of Minnesota (Duluth)
Judge: Hon. Robert J. Kressel
Debtor's Counsel: Michael R. Ruffenach, Esq.
RUFFENACH LAW OFFICE
23665 Otter Dr
Laporte, MN 56461
Tel: 218-751-6116
E-mail: ruffenac@paulbunyan.net
ruffenach@live.com
Total Assets: $523,307
Total Liabilities: $2,229,499
The petition was signed by Jerry Souder, authorized representative
of the Debtor.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available free at:
http://bankrupt.com/misc/mnb19-50707.pdf
FCPR ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: FCPR Acquisition, LLC
dba Florida Carpet & Pad Recycling
5501 Airport Boulevard, Suite D
Tampa, FL 33634
Case No.: 19-08611
Business Description: FCPR Acquisition, LLC provides carpet
recycling services.
Chapter 11 Petition Date: September 11, 2019
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtor's Counsel: Daniel E. Etlinger, Esq.
JENNIS LAW FIRM
606 East Madison Street
Tampa, FL 33602
Tel: 813-229-2800
Fax: 813-229-1707
E-mail: detlinger@jennislaw.com
ecf@jennislaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Habib Skaff, manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/flmb19-08611.pdf
HOLLISTER CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hollister Construction Services, LLC
100 Horizon Center Blvd., Suite #231
Hamilton, NJ 08691
Case No.: 19-27439
Business Description: Hollister Construction Services, LLC --
http://www.hollistercs.com-- is a full
service commercial construction company with
a team of 150+ construction professionals.
The Company's specialties include interior
and exterior renovations, building
additions, and ground up construction.
Hollister's areas of expertise include the
construction of corporate, education,
healthcare, industrial, retail, and
residential projects.
Chapter 11 Petition Date: September 11, 2019
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Judge: Hon. Michael B. Kaplan
Debtor's Counsel: Kenneth A. Rosen, Esq.
LOWENSTEIN SANDLER
One Lowenstein Drive
Roseland, NJ 07068
Tel: 973-597-2500
Fax: 973-597-2400
Email: krosen@lowenstein.com
Debtor's
Restructuring
Advisor: 10X CEO COACHING, LLC
Debtor's
Business
Consultant: THE PARKLAND GROUP, INC.
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by Brendan Murray, president.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/njb19-27439.pdf
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Tore Electric Company $1,718,546
85 Franklin Road
Units 4A & 5A
Dover, NJ 07801
2. Orion Interiors, Inc. $1,531,436
600 US Highway Route 206
Raritan, NJ, 08869
3. Air Group, LLC $1,396,402
1 Prince Rd
Whippany, NJ, 07981
4. KF Mechanical $1,217,056
10 Stewart Place
Fairfield, NJ, 07004
5. Fabcon $1,114,000
12520 Quentin Avenue South, Suite 200
Savage, MN, 55378
6. FM Construction Group, LLC $1,040,654
100 Dr. Martin Luther
King Jr. Blvd.
East Orange, NJ, 07017
7. FortHill Industries Inc. $1,017,678
1980 Route 112, Suite 3
Coram, NY, 11727
8. Stateline Construction Co, Inc. $919,575
234 Pacific Street
Newark, NJ, 07114
9. PSG Interiors $861,647
120 20th Ave
Paterson, NJ, 07501
10. Commercial Technology $833,589
Contractors Inc.
152 Huron Avenue
Clifton, NJ, 07013
11. Pereira Electric $825,388
205 Liberty St.
Metuchen, NJ, 08840
12. Imperial Floors $734,580
1578 Sussex Turnpike
Randolph, NJ, 07869
13. Linphill Electrical Contractor $723,177
97‐07 Horace Harding Expwy, Suite 2C
Corona, NY, 11368‐4128
14. Haddad Heating & Plumbing Inc. $699,942
1223 Broad Street
Newark, NJ, 07114
15. Ocean Steel Corporation $667,896
400 Chesley Drive
Saint John, NB, E2K 5L
16. KR Masonry $667,118
363 East Greystone Road
Old Bridge, NJ, 08857
17. Island Exterior Fabricators $665,342
1101 Scott Avenue
Calverton, NY, 11933
18. AES Lighting Group $635,483
32 S Jefferson Rd. Suite 2
Whippany, NJ, 07981
19. Zabransky Mechanical $616,619
44 Mehrhof Road
Little Ferry, NJ, 07643
20. Kone, Inc. $590,019
47‐36 36th Street
Long Island City, NY, 11101
I.K.E. ELECTRICAL: Taps Ofeck & Heinze as Special Counsel
---------------------------------------------------------
I.K.E. Electrical Corp. received approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Ofeck & Heinze, LLP as
its special counsel.
The firm will represent the Debtor in a proceeding before the New
York Supreme Court in connection with a lawsuit it brought against
C&S Construction and Trump Village Association.
Ofeck & Heinze will charge a contingency fee of 25 percent of the
net amount recovered.
Mark Heinze, Esq., at Ofeck & Heinze, disclosed in court filings
that he and his firm are "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Mark Heinze, Esq.
Ofeck & Heinze, LLP
85 Main Street, Suite 204
Hackensack, NJ 07601
Phone: (201) 488 9900
Fax: (201) 488 4475
Email: mark@ofeckheinze.com
About I.K.E. Electrical Corp.
I.K.E. Electrical Corporation, a residential electrical contractor
in Closter, N.J., previously sought bankruptcy protection (Bankr.
D.N.J. Case No. 16-18212) on April 28, 2016.
I.K.E. Electrical again sought Chapter 11 protection (Bankr. D.N.J.
Case No. 19-22216) on June 19, 2019. In the petition signed by
Rebecca S. Adika, president, I.K.E. Electrical estimated $100,000
to $500,000 in assets and $1 million to $10 million in liabilities.
Judge John K. Sherwood oversees the case. David L. Stevens, Esq.,
at Scura, Wigfield, Heyer & Stevens, LLP, is the Debtor's
bankruptcy counsel.
INSYS THERAPEUTICS: Maryland Objects to Sale of Subsys
------------------------------------------------------
Peg Brickley, writing The Wall Street Journal, reported that the
state of Maryland filed an objection in the U.S. Bankruptcy Court
in Wilmington, Del., saying it is uncomfortable with Insys
Therapeutics Inc.'s proposed sale of the opioid drug Subsys,
raising concerns the buyer would fuel further illegal sales of the
drug.
According to the Journal, Maryland authorities said they believe
the proposed buyer is linked to a company that has its roots in a
mail-order pharmacy that they said "knowingly aided" off-label
sales of Subsys, a powerful fentanyl painkiller. The state said
Subsys shouldn't be sold unless safeguards are in place to prevent
the buyer from following Insys in feeding drug addiction, the
report added.
"Indeed, there is reason to believe that the sale may pose risk,"
Maryland authorities said, the Journal cited.
Maryland said a pharmacy that also is part of the MMB Healthcare
network is partly owned by Marc Wiener, former chief executive of
Linden Care LLC, a Syosset, N.Y., pharmacy that at one point
derived more than half its revenue from the sale of Subsys, the
Journal said, citing the state. During a yearslong investigation of
Insys, Maryland said it turned up evidence Linden Care "consciously
profited off of Insys' fraud," the Journal added.
About Insys Therapeutics
Headquartered in Chandler, Ariz., Insys Therapeutics, Inc. --
http://www.insysrx.com/-- is a specialty pharmaceutical company
that develops and commercializes innovative drugs and novel drug
delivery systems of therapeutic molecules that improve patients'
quality of life. Using proprietary spray technology and
capabilities to develop pharmaceutical cannabinoids, Insys is
developing a pipeline of products intended to address unmet medical
needs and the clinical shortcomings of existing commercial
products. Insys is committed to developing medications for
potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome,
opioid addiction and overdose, and other disease areas with a
significant unmet need.
As of March 31, 2019, Insys had $172.6 million in total assets,
$336.3 million in total liabilities, and a total stockholders'
deficit of $163.7 million.
On June 10, 2019, Insys Therapeutics and six affiliated companies
filed petitions seeking relief under Chapter 11 of the Bankruptcy
Code (D. Del. Lead Case No. 19-11292). Insys intends to conduct
the asset sales in accordance with Section 363 of the U.S.
Bankruptcy Code.
The Debtors' cases are assigned to Judge Kevin Gross.
The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton
& Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as
investment banker; FTI Consulting, Inc. as financial advisor; and
Epiq Corporate Restructuring, LLC as claims agent.
Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019,
appointed nine creditors to serve on an official committee of
unsecured creditors in the Chapter 11 cases. Akin Gump Strauss
Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's
attorneys; and Province, Inc., is the financial advisor.
INTERLOGIC OUTSOURCING: Sept. 18 Auction for Assets Set
-------------------------------------------------------
The Goshen News reports that Interlogic Outsourcing Inc. won
approval from a federal bankruptcy judge in South Bend, Indiana, of
a proposed sale process for the payroll processing company and its
six subsidiaries. Initial bids are due Sept. 13, 2019, followed by
an auction Sept. 18 if multiple bids are received.
The move comes as IOI and owner and former CEO Najeeb Khan remain
embroiled in a federal wire fraud lawsuit and a local civil fraud
suit.
Cleveland-based KeyBank filed a federal case in Ohio July 9, 2019,
suing Khan and IOI on claims of wire fraud and breach of contract.
Goshen News recounts that the bank alleged Khan ordered more than
$200 million in wire transfers using insufficient funds transferred
from another bank, resulting in a shortfall of an estimated $122
million.
About Interlogic Outsourcing
Founded in Elkhart, Indiana in 2002 and operating under the trade
name IOIPay, Interlogic Outsourcing, Inc., and its related entities
-- https://www.ioipay.com/ -- are a locally based payroll processor
with a national customer base and footprint. They provide payroll,
payroll tax, and benefit administration services directly to
clients in the United States, as well as through a network of
licensees in the United States and Canada.
Interlogic Outsourcing and six affiliates sought Chapter 11
protection (Bankr. N.D. Ind. Lead Case No. 19-31445) on Aug. 10,
2019.
Interlogic Outsourcing estimated less than $10 million in assets
and at least $10 million in liabilities.
The Hon. Harry C. Dees, Jr., is the case judge.
The Debtors tapped Jacobson Hile Kight LLC and Paul Hastings LLP as
counsel. Prime Clerk LLC is the claims agent.
JAMES CANDY: $4.5K Sale of Candy Equipment to Baker's Approved
--------------------------------------------------------------
Judge Andrew B. Altenburg, Jr. of the U.S. Bankruptcy Court for the
District of New Jersey authorized James Candy Co.'s private sale of
a candy-making equipment to Baker's Basket, Inc. for $4,500.
A hearing on the Motion was held on Sept. 10, 2019 at 10:00 a.m.
The sale is free and clear of liens, with the lien of OceanFirst
Bank to attach to the proceeds of sale.
Union Standard Equipment Co. may be paid a commission of$450 from
the sale proceeds, consistent with the terms of that firm's
retention as the Debtor's auctioneer approved by prior Order of the
Court.
About James Candy Company
James Candy Company is a candy company in Atlantic City, New
Jersey, offering a wide selection salt water taffy, fudge, and
macaroons.
James Candy Company, based in Atlantic City, NJ, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 18-32139) on Nov. 7, 2018. In the
petition signed by Frank Glaser, president, the Debtor disclosed
$2,756,944 in assets and $3,048,241 in liabilities. The Hon.
Andrew B. Altenburg Jr. oversees the case. Ira R. Deiches, Esq.,
at Deiches & Ferschmann, serves as bankruptcy counsel to the
Debtor.
JASMEN CORPORATION: Court Conditionally OKs Disclosure Statement
----------------------------------------------------------------
The disclosure statement explaining the Chapter 11 plan of Jasmen
Corporation is conditionally approved.
The hearing on confirmation of the plan is scheduled on Wednesday,
October 16, 2019 at 11:00 AM, in 300 Fayetteville Street, 3rd Floor
Courtroom, Raleigh, NC 27602.
October 9, 2019 is fixed as the last day for filing and serving
written objections to the disclosure statement.
October 9, 2019 is fixed as the last day for filing and serving
written objections to confirmation of the plan.
A full-text copy of the Disclosure Statement dated September 3,
2019, is available at https://tinyurl.com/y543gdhb from
PacerMonitor.com at no charge.
About Jasmen Corporation
Based in Raleigh, North Carolina, Jasmen Corporation, dba TAZ's,
filed a voluntary Chapter 11 Petition (Bankr. E.D.N.C. Case No.
19-00956) on March 4, 2019. The case is assigned to Hon. David M.
Warren.
The Debtor's counsel is Samantha Y. Moore, Esq., at Janvier Law
Firm, PLLC, in Raleigh, North Carolina.
At the time of filing, the Debtor had estimated sssets of $50,000
to $100,000 and estimated liabilities of $1 million to $10
million.
The petition was signed by Taiseer A. Zarka, owner.
LAWRENCE D. FROMELIUS: $1M Sale of Naper Membership Interest Okayed
-------------------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Lawrence D. Fromelius'
sale of his membership interest in Naper Small Business Park, LLC
back to the LLC for $1 million
The sale free and clear of any interest in the Membership Interest.
The proceeds of the sale net of closing costs, will be paid
directly to the Ann Marie Barry Trust dated March 24, 2003, to be
applied to the Barry Trust Allowed Claim (as defined in the Third
Amended Plan).
The Debtor will file the final contract when it is fully executed.
The Notice of the Motion is shortened and limited to that given.
About Lawrence Fromelius
Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 15-22373) on June 29, 2015. The Debtor tapped William J.
Factor, Esq., Ariane Holtschlag, Esq., and Jeffrey K. Paulsen,
Esq., at FactorLaw, as counsel.
L. Fromelius Investment Properties LLC filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 15-22943) on July 2, 2015, and Golden
Marina Causeway LLC filed for relief under Chapter 11 (Bankr. N.D.
Ill. Case No. 16-03587) on Feb. 5, 2016.
Mr. Fromelius is the sole member of Investment Properties. He is
also the sale member of East Greenfield Investors LLC, which in
turn is the sole member of Golden Marina Causeway LLC. On Nov. 24,
2015, Lawrence Fromelius filed his initial plan of reorganization
and on Dec. 1, 2016, Investment Properties filed its initial plan
of reorganization. Both of the plans have been amended to
incorporate changes requested by creditors, including the Ann Marie
Barry Trust, which has filed a claim of approximately $6 million.
Currently, the Debtors and the Ann Marie Barry Trust are
negotiating the terms of a disclosure statement to accompany the
plans.
Golden Marina owns two parcels of real estate, located at 302 and
311 East Greenfield Avenue in Milwaukee, Wisconsin. The parcel at
311 E. Greenfield consists of 47 acres and the smaller parcel at
302 E. Greenfield is approximately 1 acre.
MAGEE BENEVOLENT: Nov. 21 Hearing on Disclosure Statement
---------------------------------------------------------
The hearing to consider the approval of the disclosure statement of
Magee Benevolent Association, d/b/a Magee General Hospital, will be
held in the U.S. Bankruptcy Court for the Southern District of
Mississippi, William M. Colmer Federal Building, Courtroom 2, 701
North Main Street, Hattiesburg, Mississippi, on November 21, 2019,
2at 1:30 P.M.
October 17, 2019 is fixed as the last day for filing and serving
written objections to the disclosure statement.
About Magee General Hospital
Magee General Hospital serves as a general medical and surgical
facility in Magee, Mississippi. The Hospital offers medical
services in cardiology, audiology, dentistry, general surgery,
internal medicine, oncology, emergency care, and many other medical
services.
Magee General Hospital filed a petition for reorganization under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No.
18-03283) on Aug. 24, 2018. In the petition signed by CEO Sean
Johnson, the Debtor estimated $1 million to $10 million in assets
and liabilities. The case is assigned to Judge Katharine M.
Samson. The Law Offices of Craig M. Geno, PLLC, led by Craig M.
Geno, is the Debtor's counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Sept. 24, 2018. The committee tapped Arnall
Golden Gregory LLP as its legal counsel, and McCraney, Montagnet,
Quin & Noble, PLLC as its local counsel.
MATTDOG INC: Court Conditionally Approves Disclosure Statement
--------------------------------------------------------------
The Disclosure Statement of Mattdog, Inc., is conditionally
approved.
A hearing will be held on October 24, 2019 at10:00 am (a date
within 45 days of the filing of the Plan) for final approval of the
Disclosure Statement (if a written objection has been timely filed)
and for confirmation of the Plan before the Honorable Michael B.
Kaplan, United States Bankruptcy Court, District of New Jersey, 402
East State Street, Trenton, New Jersey 08608, in Courtroom 8.
October 17, 2019 is fixed as the last day for filing and serving
written objections to the Disclosure Statement and confirmation of
the Plan.
About Mattdog, Inc.
Mattdog, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.N.J.
Case No. 19-14805) on March 8, 2019. At the time of the filing,
the Debtor had estimated assets of less than $50,000 and
liabilities of less than $500,000. The case is assigned to Judge
Michael B. Kaplan. The Debtor hired Eugene D. Roth, Esq., as its
bankruptcy attorney.
MERUELO MADDUX: Ct. Affirms Order Granting Summary Judgment to Bank
-------------------------------------------------------------------
In the case captioned BELINDA MERUELO et al., Plaintiffs and
Appellants, v. EAST WEST BANK, Defendant and Respondent, No.
B279575 (Cal. App.), the California Court of Appeals affirms the
trial court’s judgment granting East West's motion for summary
judgment.
The case concerns a loan foreclosure and sale of collateral
conducted in 2015 by defendant and respondent East West Bank.
Plaintiffs and appellants are Belinda Meruelo, the borrower on the
foreclosed loan, her son Richard Meruelo, and 1248 Figueroa Street
LLC, a corporate entity managed by Richard and in which Belinda is
the only member (the LLC). Plaintiffs claim the bank did not comply
with the Uniform Commercial Code, as incorporated into the
Commercial Code (UCC), in several respects, and breached the loan
agreement. The trial court granted the bank's motion for summary
judgment and plaintiffs appeal from the subsequently entered
judgment in favor of the bank.
Plaintiffs contend the court erred in granting summary judgment
because several triable issues of material fact exist. First,
plaintiffs argue the bank failed to provide proper notice of the
sale as required under section 9611 because it sent notice to
Belinda at her home in Florida and did not send a foreclosure sale
notice to a specified address in Downey, California (Downey
address).
Second, plaintiffs claim that the bank unreasonably failed to give
notice of the foreclosure sale to Richard. Richard effectively
concedes he does not fall within the group of persons entitled to
notice under section 9611. Yet plaintiffs contend the bank was
required to notify Richard because he had previously been in
contact with the bank, purportedly on his mother's behalf,
regarding the loan. We decline to consider this issue because
plaintiffs fail to provide any relevant legal authority supporting
their position that a bank must notify "the point person" who is
"calling the shots," notwithstanding the lack of any formal written
notice from the borrower to that effect.
Third, plaintiffs claim the foreclosure sale notice was
"deceptively confusing." After reviewing the notice, the Court
concludes no triable issue of material fact exists on this point.
The notice was clear and complied with section 9613, as required.
Fourth, plaintiffs suggest triable issues of material fact exist
concerning the location of the foreclosure sale, namely, whether
the location was "public" within the meaning of the UCC. Plaintiffs
did not raise this issue in the trial court and no evidence in the
appellant record supports their position.
On the first argument, the Court holds that the bank sent the
foreclosure sale notice to Belinda at the address listed in the
contract and provided a copy of the notice to the two lawyers who
had worked with the bank on her behalf. The Court agrees with the
conclusion that there is no triable issue of material fact as to
whether the Bank should have mailed the notice to Belinda at a
different address.
Plaintiffs take issue with the letter's subject heading, which
states, in boldface type and italics, centered above the text of
the letter, "Re: Notice of Continuing Default and Foreclosure."
Plaintiffs claim the heading is "confusing" because it does not
state, at the top of the letter and in boldface type, "NOTICE OF
INTENT TO FORECLOSE" and instead "refers first to a `continuing
default' and only then to a `foreclosure.' "Plaintiffs' argument is
not well taken. The meaning of the letter is stated plainly and in
compliance with section 9613. And plaintiffs' claim that the letter
was "deceptive" and was "part of a scheme to hope that no one
representing the Meruelo family would know about this Sale," is
unsupported.
Plaintiffs' fourth argument is that there are triable issues of
material fact whether the location of the foreclosure sale--the
seventh floor of the bank's office building--qualifies as a public
place within the meaning of the UCC. Plaintiffs rely on a portion
of Richard's declaration in support of their opposition to the
motion for summary judgment, in which Richard states that the
seventh floor is difficult to access.
First, plaintiffs did not raise this issue in opposition to the
bank's motion for summary judgment. Accordingly, we will not
consider it. Second, and in any event, the court sustained
objections to that portion of Richard's declaration upon which
plaintiffs rely and therefore that evidence is not properly before
this court. Moreover, as Richard was not present at the foreclosure
sale, he could have no first-hand information about the
accessibility of the sale's location.
The judgment is, therefore, affirmed.
A copy of the Court's Decision dated April 10, 2019 is available at
https://bit.ly/2lDNydW from Leagle.com.
Neufeld Marks, Paul S. Marks and Jennifer Mikolevine for Plaintiffs
and Appellants.
King, Holmes, Paterno & Soriano, Howard E. King and Seth Miller for
Defendant and Respondent.
About Meruelo Maddux
Meruelo Maddux Properties, Inc., and its affiliates filed for
Chapter 11 protection (Bankr. C.D. Cal. Lead Case No. 09-13356) on
March 26, 2009. John N. Tedford, IV, Esq., and Enid M. Colson,
Esq., at Danning Gill, Diamond & Kollitz, LLP, in Los Angeles,
represent the Debtors in their restructuring effort. The Debtors'
financial condition as of Dec. 31, 2008, showed $681,769,000 in
assets and $342,022,000 of debts.
FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.
The U.S. Trustee appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case. SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor. The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor. The Debtors have hired
Kurtzman Carson Consultants as solicitation and balloting agent.
The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case. In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.
Legendary Investors Group No. 1, LLC, is represented in the case by
Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at The
Soni Law Firm. East West Bank is represented by Curtis C. Jung,
Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and Elmer Dean
Martin III, Esq.
Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.
On June 24, 2011, after trial on competing proposed plans, the
bankruptcy court entered an order confirming the plan of
reorganization proposed by two of MMPI's minority shareholders.
That plan -- by Charlestown Capital Advisors, LLC's and Hartland
Asset Management Corporation -- became effective July 26, 2011.
Under the Plan, Charlestown Capital obtained control of the
reorganized company. The Charlestown Plan provided for payment in
full to holders of undisputed unsecured claims on the Effective
Date and for payment to holders of secured claims either by
surrender of collateral or through payment over a four-year period.
METHANEX CORP: S&P Rates $600MM Senior Unsecured Notes 'BB+'
------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level and '3' recovery
ratings to Methanex Corp.'s proposed $600 million senior unsecured
notes due 2029.
At the same time, S&P affirmed all of its existing ratings on the
company, including the 'BB+' issuer-credit rating. The outlook
remains stable. S&P also revised the recovery ratings on the
existing debt to '3' from '4'.
The ratings affirmation on Methanex follows the company's
announcement that it plans to finance the construction of its
Geismar 3 facility and upcoming maturity of $350 million in
unsecured notes through the issuance of $600 million in new
unsecured notes and an $800 million construction facility. Geismar
3 will have capacity of 1.8 million metric tonnes and be adjacent
to the company's Geismar 1 and Geismar 2 facilities, which will
provide significant cost benefits compared to a typical greenfield
project. The estimated capital cost of the project is $1.3 billion
to $1.4 billion, with the expected startup to be in the second half
of 2022. While S&P views the construction risk and increased debt
to fund the facility as a credit negative, particularly in light of
how volatile methanol prices have historically been, the rating
agency notes that the company has built up some cushion at the
current rating. Specifically, the company's key ratio of funds from
operations (FFO) to debt was nearly 40% for the last-12-months
(LTM) ended June 2019, compared to S&P's expectation at the rating
of 20%-30%.
The stable outlook on Methanex Corp. reflects S&P Global Ratings'
expectation that 2019 methanol prices will remain moderately below
2018 average realized prices of $405 per tonne. A number of factors
support this expectation, including new capacity coming online,
some timing issues with inventory flows, and some volatility in
operating rates in the MTO market. S&P believes 2020 methanol
prices should rebound modestly from these levels, with some new MTO
facilities ramping up. It also believes the upcoming IMO 2020
regulations could provide an additional outlet for methanol, as it
tends to be a cleaner burning fuel. S&P expects demand to improve
in the mid- to high-single-digit percentage area annually due to
several large MTO facilities that are ramping up or coming online,
as well as increased demand from traditional methanol end uses. At
the current rating, S&P expects the weighted-average ratio of FFO
to at least remain at or above the 30%-45% range. However, given
the high volatility in earnings and credit metrics, the rating
agency believes this ratio could drop at least into the 20%-30%
range for periods.
S&P said it could lower its ratings within the next 12 months if
methanol prices remain depressed for a longer period than it
currently projects, driven by new capacity additions or
significantly weaker demand from the MTO market. In this downside
scenario, S&P could consider a lower rating if methanol prices are
at least $20/tonne lower on average than it projects for an
extended period, which could lead to FFO to debt dropping below 20%
in a downturn. The impact would be compounded if it occurred when
adjusted debt levels are elevated to fund the Geismar 3 facility,
without the benefits of the EBITDA until that facility is online.
In the event of a sustained operational issue at one of the
Methanex's global facilities, or if current natural gas
restrictions become more pronounced, S&P could consider a
downgrade. It could also consider a lower rating if the company
significantly increased its adjusted debt levels to fund its growth
initiatives.
"We view an upgrade as unlikely over the next 12 months,
particularly with the forthcoming significant spending on Geismar
3. To consider a higher rating, we would need to expect the
company's financial policies would allow it to maintain
weighted-average FFO to debt consistently in the 30%-45% range,
after factoring in the inherent high volatility in methanol
prices," S&P said.
"We would also need to believe that in a future downturn credit
measures would remain well above 2016 levels, when FFO to debt
dropped to about 12%," the rating agency said.
MILLARD W. TONG: $4M Sale of Pacifica Property to CECA Approved
---------------------------------------------------------------
Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern
District of California authorized Millard W. Tong's sale of the
real property commonly known as 1 Picardo Ranch Road, Pacifica,
California, outside the ordinary course of business, to CECA
Holdings, LLC for $4 million, cash.
A hearing on the Motion was held on Aug. 9, 2019 at 10:30 a.m.
The sale is free and clear of all claimed liens and encumbrances.
The liens held by each claimant will attach to the net sales
proceeds held in escrow.
The Debtor may pay those closing costs specified in the Purchase
Agreement, and such other costs as may be necessary to close the
sale, including payment of the brokers’ commissions as set forth
in the Listing Agreement.
The net sales proceeds will be distributed from escrow to the Cohen
and Jacobson, LLP Attorney-Client Trust Account, and those proceeds
will not be distributed from such account without further order of
the Court.
The period set forth in FRBP 6004(h), and/or any other applicable
holding period, is waived and the Order will be a final order
immediately upon entry.
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Millard_Tong_395_Order.pdf
About Millard W. Tong
Millard W. Tong filed for chapter 11 bankruptcy protection (Bankr.
N.D. Cal. Case No. 15-30275) on March 8, 2015, and is represented
by Lawrence A. Jacobson, Esq. of Cohen and Jacobson.
PALMETTO CONSTRUCTION: Seeks Fire Insurance Proceeds Turnover & Use
-------------------------------------------------------------------
Palmetto Construction Services, LLC, asks the U.S. Bankruptcy Court
for the District of New Jersey for authority to use cash collateral
in regard to the insurance proceeds from the fire at Schooleys
Mountain Property.
Before the Petition Date, Asset Lending and Loans (ALAL), a secured
creditor of the Debtor, took insurance proceeds from a fire on a
property called Schooleys Mountain Property. ALAL, however, failed
to apply the insurance proceeds to a certain note related to the
Schooleys Mountain Property (the Schooleys Mountain Note) when the
insurance proceeds was received or after a reasonable time.
ALAL also refused Palmetto to use the insurance proceeds to repair
the Schooley Mountain Property, making it impossible for Palmetto
to refurbish the property so that it may be restored to rentable
condition.
The Debtor therefore asks the Court to compel ALAL to turn over and
utilize the insurance proceeds from the fire at the Schooleys
Mountain Property, and for authority to use cash collateral
therefrom.
About Palmetto Construction
Palmetto Construction Services, LLC, sought Chapter 11 protection
(Bankr. D.N.J. Case No. 19-21051) on May 31, 2019, estimating less
than $1 million in both assets and liabilities. Jared A. Geist,
Esq., at GEIST LAW LLC, is the Debtor's counsel.
PATRICK INDUSTRIES: S&P Assigns 'BB-' ICR on Refinancing
--------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issuer credit rating to
Patrick Industries Inc.
Patrick currently plans to issue a $550 million revolving credit
facility due 2024, a $100 million term loan A due 2024, and $300
million senior unsecured notes due 2027. Proceeds will be used to
refinance existing secured debt and repay amounts drawn on the
existing revolver, which will free up revolver capacity for future
acquisitions.
Meanwhile, S&P assigned its 'B+' issue-level rating and '5'
recovery rating to the proposed $300 million senior unsecured notes
due 2027. This is one notch below the issuer credit rating and
reflects senior secured borrowings ahead of the proposed notes.
S&P's 'BB-' rating on Patrick reflects the competitive and highly
cyclical industries in which the company participates, the
resulting anticipated very high EBITDA volatility over the economic
cycle, and shipment and retail sales headwinds in several
end-markets this year that are examples of operating variability,
even in an otherwise good economy. These risk factors are partly
offset by the company's financial policy to sustain its measure of
total debt to EBITDA under 2.75x, although Patrick could
temporarily exceed that level for opportunistic acquisitions. The
company's measure of 2.75x leverage translates into S&P's modestly
higher 3x primarily because of the rating agency's lease
adjustment. Risk considerations are also partly mitigated by S&P's
forecast for pro forma adjusted debt to EBITDA in the high-2x area
in 2019, which represents a good cushion compared to its 4x
downgrade threshold at the 'BB-' rating, some revenue
diversification, anticipated prudent financial management, and an
acquisition strategy that expanded EBITDA margin over time.
The outlook is stable, which reflects S&P's forecast for pro forma
adjusted debt to EBITDA in the high-2x area in 2019, incorporating
assumed acquisitions and a leverage cushion compared to its 4x
downgrade threshold. Despite sales headwinds in some end-markets,
S&P expects Patrick's leverage cushion at the current rating can
absorb anticipated softness in operating results.
"We could lower the rating if operating performance is weaker than
we expect and we believe our measure of adjusted debt to EBITDA
would be sustained above 4x. This would likely be due to
debt-funded acquisitions and volatility over the economic cycle,"
S&P said.
"We could raise the rating by one notch if we believe adjusted debt
to EBITDA will be sustained below 3x incorporating the company's
acquisition strategy, financial policy, and volatility over an
economic cycle. However, an upgrade is unlikely given the company's
financial policy that it could temporarily increase its measure of
leverage above 2.75x, which translates into our 3x and does not
represent sufficient cushion compared to the 3x upgrade threshold,"
S&P said.
PEOPLE'S ELECTRIC: Online Auction Scheduled for Sept. 18
--------------------------------------------------------
By order of the U.S. Bankruptcy Court, District of Minnesota, Tiger
Group, in cooperation with Loeb Winternitz, will conduct an
online-only offering for well-maintained trencher/cable plows,
hydraulic mini excavators, service trucks and other vehicles, and
electrical parts inventory formerly owned by People's Electric Co.,
Inc. The offering from the shuttered electrical contracting
company also features ATVs, hydraulic and portable benders, traffic
and streetlights, a wide selection of power and hand tools, and
other equipment.
"Electrical contractors, mechanical, electrical and other
engineering service providers, and utilities will be interested in
the broad-based offering of well-maintained equipment, vehicles and
inventory available at this auction," said John Coelho, Senior
Director of Tiger's Commercial & Industrial division. "In addition
to the breadth and quality of the assets, the competitive pricing
should result in robust activity."
"People's Electric was a well-known, multi-generational contractor
in the greater Minneapolis-St. Paul metropolitan area," said
Charles Winternitz, President of Loeb Winternitz Industrial
Auctioneers. "With this auction including such a large offering of
service equipment, vehicles, and electrical and piping inventory,
we anticipate that contractors will come from far and wide to
participate."
Bidding is now under way at www.SoldTiger.com and will close in
rapid succession, online auction style, at 9:30 a.m. (CT) on
September 18. All bidders are required to register prior to the
sale at SoldTiger.com. Previews of the assets are available by
appointment only at People's Electric headquarters, located at 277
Fillmore Ave E., St. Paul.
Featured heavy equipment includes a 2014 Ditch Witch ride-on
trencher/cable plow with only 939 hours, and trenchers and
excavators by manufacturers like Case and Takeuchi. The offering
also includes a Sterling crane truck with a USTC Manitowoc crane,
along with a Freightliner digger utility truck with a Terex
Commander crane.
Dump trucks, service trucks, cargo vans and pickup trucks by
companies like Freightliner, Ford and Chevrolet will also be
offered for sale. Flat bed, cargo and reel trailers will be up for
bid, along with a John Deere ATV.
Other assets offered for sales include a bending table, and
portable benders, pipe threaders, conduit, pipe racks, telephone
and light poles, a large quantity of electrical parts and
inventory, office furniture and business machines.
The company filed for Chapter 7 bankruptcy (Bankr. D. Minn. Case
No. 18-33363-WJF) on Oct. 29, 2018.
For further information on the offering, visit:
http://www.soldtiger.com/, or contact John Coelho,
221648@email4pr.com. For registration and bidding information,
visit http://www.LoebWinternitz.com/to access the bidding portal,
or contact Charles Winternitz, charlesw@loebwinternitz.com
PETROSHARE CORP: Seeks Court Nod to Use Providence Cash Collateral
------------------------------------------------------------------
Petroshare Corp., and debtor affiliate CFW Resources LLC ask the
U.S. Bankruptcy Court for the District of Colorado for entry of an
interim and final order to use cash collateral, pursuant to a
budget in order to fund business operations and to allow the
Debtors' transition into the Chapter 11 cases.
The Debtors propose to grant the prepetition secured lenders a
senior priority, continuing and automatically perfected replacement
liens on all assets of the Debtors and their estates, subject to
the carve-out.
The Debtors' prepetition secured creditors include Providence
Wattenberg Ltd. (PWL), as lender and administrative agent; and 5NR
Wattenberg, LLC, as lender, pursuant to a $25 million secured
credit facility. Debtor Petroshare also issued a certain note in
favor of 5NR for $12,500,000; and a certain promissory note for
$12,500,000 in favor of PWL. The Debtors also obtained up to $5
million in Revolving Line of Credit from Providence Energy
Operators, LLC (PEO). PEO and PWL are affiliated companies. The
Debtors' obligations to these affiliated companies are secured by
deed of trust, mortgage assignment, security agreement and
financing statements.
The Debtors believe that the Prepetition Secured Lenders are
oversecured, and that the terms of cash collateral use are
sufficient to protect the Prepetition Secured Lenders against any
diminution in the value of their interests in the cash collateral.
A copy of the Motion is available free of charge at:
http://bankrupt.com/misc/PetroShare_27_Cash_M.pdf
About PetroShare Corp.
Colorado-based PetroShare Corp. (OTCQB:PRHR) --
http://www.petrosharecorp.com/-- investigates, acquires, and
develops crude oil and natural gas properties in the Rocky Mountain
or mid-continent portion of the United States, specifically focused
in the Denver-Julesburg Basin in northeast Colorado.
On Sept. 4, 2019, PetroShare Corp. and affiliate CFW Resources LLC
sought Chapter 11 protection (Bankr. D. Colo. Lead Case No.
19-17633).
As of June 30, 2019, PetroShare Corp. disclosed $36,927,856 in
assets and $45,100,988 in liabilities.
Polsinelli PC is acting as legal counsel for the company. MACCO
Restructuring Group LLC is acting as financial advisor. Mr. Drew
McManigle from MACCO has been retained by the Company as its CRO.
PHI INC: Exits Bankruptcy After Cutting Debt by $500 Million
------------------------------------------------------------
PHI, Inc. (OTC: PHIIQ; PHIKQ) and its principal U.S. subsidiaries,
including PHI Air Medical, have emerged from Chapter 11 bankruptcy
protection, successfully completing the Company's debt
restructuring process and implementing the Chapter 11
reorganization plan confirmed by the U.S. Bankruptcy Court for the
Northern District of Texas on July 30, 2019.
PHI now believes that it has one of the industry's leading debt
structures and a strengthened balance sheet that positions it for
long-term success.
"Our ability to successfully emerge from bankruptcy less than six
months after our Chapter 11 filings and strengthen our balance
sheet, while maintaining and continuing to expand our safety and
service commitments, is a testament to the hard work of our
talented employees and the strength of our relationships with our
customers and partners," PHI Chief Executive Officer Lance Bospflug
said, in a Sept. 4, 2019 statement.
"We have now reached all of the key goals that we set for ourselves
at the beginning of this process – including a more sustainable
debt structure and a stronger balance sheet. However, this
milestone is just the beginning of what we plan to achieve moving
forward. We have ambitious plans for our Company to support not
only our customers and the industries we serve, but also to support
our workforce -- one of the most highly-skilled and committed
workforces in the aviation services industry. We will continue to
build on our successes and leadership position as we look to grow,
to drive innovation and to better serve our customers for years to
come."
As a result of completing the bankruptcy process, the Company
reduced its debt by approximately $500 million, with PHI's former
unsecured creditors now owning 100% of the Company's equity,
subject to dilution in connection with future stock issuances
including issuances of incentive equity grants to key personnel and
potential issuances of stock to the holders of certain warrants
issued to former equity holders. In connection with this process,
the Company also closed a $225 million new five-year term loan and
received new equity capital from certain of its former unsecured
creditors.
Upon closing, Mr. Al A. Gonsoulin retired from the role of Chief
Executive Officer and Chairman of the Board of PHI. Mr. Lance
Bospflug has transitioned from serving as President and Chief
Operating Officer to become PHI's new Chief Executive Officer and
part of the Company's new Board of Directors.
"I am honored with the responsibility to lead this storied company
forward. On behalf of the Board of Directors and the entire PHI
team, I want to thank Al Gonsoulin for his many years of dedicated
service and important contributions to so many in our business,"
Mr. Bospflug continued. "PHI has been a leader in aviation and
continues to be recognized as being at the forefront of safety and
operations globally. We are grateful to Al for all he has done for
the industry and PHI, and we wish him all the best in his
retirement."
Terms of Plan
According to a filing with the Securities and Exchange Commission,
as of the Effective Date, all of Old PHI's previously outstanding
equity interests, including shares of its voting and non-voting
common stock, and its unsecured 5.25% Senior Notes due 2019 were
cancelled and extinguished.
Subject to certain exceptions relating to the payment of cash to
settle certain claims for $25,000 or less ("Convenience Claims"),
the holders of Allowed General Unsecured Claims (including the Old
Notes) and Aircraft Lessor Claims (each as defined in the Plan)
received under the Plan their pro rata share of newly-issued common
stock of PHI Group (the "New Common Stock") or a combination of New
Common Stock and warrants to acquire such stock (the "Creditor
Warrants") to the extent such New Common Stock could not be issued
to a holder because such holder was not deemed to be a U.S. Citizen
(as defined in the Plan) and the number of such shares of New
Common Stock that otherwise would be issuable to persons who are
not U.S. Citizens would exceed the applicable Federal Aviation
Administration restrictions on foreign ownership.
Under the Plan, holders of less than 250 shares of Old Common Stock
will receive $0.50 per share in cash and, subject to certain
exceptions, the remaining holders of Old Common Stock received
warrants (the "Equity Warrants") issued by PHI Group exercisable
for shares of New Common Stock, in each case in exchange for the
cancellation of the Old Common Stock.
Pursuant to the Plan, the following principal recapitalization
transactions occurred on the Effective Date:
* the issuance of shares of New Common Stock and Creditor
Warrants to certain of the Company's former unsecured creditors in
exchange for approximately $53.7 million of new equity capital and
in payment of certain commitment fees, in each case pursuant to
that certain equity commitment agreement dated July 11, 2019 and
discussed further in Item 8.01 hereof (the "Equity Commitment
Agreement");
* the issuance of shares of New Common Stock and Creditor
Warrants to fully equitize the holders of Allowed General Unsecured
Claims (excluding those receiving cash) and Aircraft Lessor Claims
in exchange for their claims;
* the borrowing of $225 million principal amount of new term
loan indebtedness, the proceeds of which were deployed principally
to refinance Old PHI's former secured debt;
* the issuance of Equity Warrants to holders of Old Common Stock
(other than those receiving cash and the Company's former
controlling shareholder) in exchange for the cancellation of their
shares; and
* cash payments estimated to be approximately $4.4 million (i)
to settle Convenience Claims (or claims that holders opted to treat
as Convenience Claims) and (ii) to holders of less than 250 shares
of Old Common Stock.
In addition, an additional amount of shares equal to 10% of the New
Common Stock (inclusive of shares of New Common Stock issuable upon
exercise of the Creditor Warrants) has been reserved for issuance
under the Management Incentive Plan (the "MIP") approved under the
Plan. The initial percentage of MIP equity allocable to Plan
participants will be 50% of the pool of MIP shares, or 5% of the
New Common Stock (inclusive of shares of New Common Stock issuable
upon exercise of the Creditor Warrants). The Company's
newly-installed Board of Directors (discussed further under Item
5.02 hereof) plans to allocate this 50% portion within 60 days
after the Effective Date.
As a result of these transactions, the Company's former unsecured
creditors (including certain lessors) now own all of the Company's
equity, subject to dilution in connection with future stock
issuances, including issuances of incentive equity grants under the
MIP and potential issuances of stock to holders of the Equity
Warrants.
About PHI Inc.
PHI, Inc. -- http://www.phihelico.com/-- is a provider of
helicopter transportation services in the oil and gas industry,
primarily transporting crews and materials, and in the healthcare
and emergency medical services industry, primarily transporting
patients. It is a publicly held company and provides services in
the United States and abroad.
As of the petition date, PHI owns or operates 238 aircraft
worldwide, of which 17 are leased while eight are owned by the
customer and operated by the company. The remaining 213 are owned
by PHI. The company employs 2,218 people, including pilots,
mechanics, medical and administrative staff.
PHI and its affiliates sought protection under Chapter 11 of the
Bankruptcy Code Bankr. N.D. Tex. Lead Case No. 19-30923) on March
14, 2019. At the time of the filing, PHI estimated assets of $1
billion to $10 billion and liabilities of $500 million to $1
billion.
The cases are assigned to Judge Harlin DeWayne Hale.
The companies tapped DLA Piper LLP (US) as their bankruptcy
counsel; Jones Walker LLP as regular outside counsel; Houlihan
Lokey Capital Inc. and FTI Consulting Inc. as financial advisors;
and Prime Clerk LLC as claims, noticing and solicitation agent.
The Office of the U.S. Trustee on March 25, 2019, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases. Haynes and Boone, LLP and Milbank, LLP,
are attorneys to the Creditors' Committee. PJT Partners LP, is
investment banker to the Creditors' Committee.
The Office of the U.S. Trustee on April 25, 2019, appointed an
official committee of equity security holders in the Chapter 11
cases of PHI, Inc. and its affiliates. David B. Golubchik, Esq.,
Eve H. Karasik, Esq., and Gary E. Klausner, Esq., at Levene, Neale,
Bender, Yoo & Brill L.L.P., in Los Angeles, California; and Jason
S. Brookner, Esq., Lydia R. Webb, Esq., and Amber M. Carson, Esq.,
at Gray Reed & McGraw LLP, in Dallas, Texas, represent the Equity
Committee.
PUERTO RICO: FEMA Official, Contaractor Charged Over Grid Repairs
-----------------------------------------------------------------
Andrew Scurria, writing for The Wall Street Journal, reported that
federal prosecutors indicted Ahsha Tribble, a FEMA deputy regional
administrator who supervised the relief efforts following Hurricane
Maria, and Keith Ellison, former president of Cobra Acquisitions
LLC, a unit of Mammoth Energy Services Inc., charging them with
corruption in connection with repairs to the U.S. territory's
hurricane-ravaged electric grid.
According to the report, the U.S. Attorney's Office in Puerto Rico
filed fraud and conspiracy charges surrounding Cobra that billed
more than $1.4 billion turning Puerto Rico's lights back on after
its electrical system was destroyed by Hurricane Maria.
The indictment reached into the highest levels of the government
response to Puerto Rico's post-hurricane blackout, which left some
parts of the island without electricity for 11 months and
contributed to a death toll that Harvard University researchers
estimated at more than 4,600, the report related.
Mr. Ellison was charged with providing her various "things of
value" in return for special treatment, which included hotel
accommodations, use of a helicopter, airfare, personal security and
a credit card, the Journal related.
William Leone, Esq., an attorney for Mr. Ellison, told the Journal
there was "nothing corrupt, improper or illegal" about his
relationship with Ms. Tribble.
"The indictment strains to convert ordinary friendship between
people working long hours under stressful conditions into a crime,"
Mr. Leone further told the Journal. "We look forward to getting
into a court where Mr. Ellison can clear his name of these
meritless charges."
Bridget Moore, Esq., an attorney for Ms. Tribble, told the Journal
she looked forward to vindicating her client and "bringing to light
the details of how this investigation has been handled by the
government."
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.
The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.
The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ('PROMESA').
The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017. On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").
U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.
McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at
https://cases.primeclerk.com/puertorico
Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.
O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.
The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.
Bondholders' Attorneys
Kramer Levin Naftalis & Frankel LLP and Toro, Colon, Mullet, Rivera
& Sifre, P.S.C. and serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc., and
the First Puerto Rico Family of Funds, which collectively hold over
$4.4 billion of GO Bonds, COFINA Bonds, and other bonds issued by
Puerto Rico and other instrumentalities.
White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP, Autonomy
Capital (Jersey) LP, FCO Advisors LP, and Monarch Alternative
Capital LP.
Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.
Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ Management
II LP (the QTCB Noteholder Group).
Committees
The U.S. Trustee formed an official committee of retirees and an
official committee of unsecured creditors of the Commonwealth. The
Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia &
Milian, C.S.P., as its attorneys. The Creditors Committee tapped
Paul Hastings LLP and O'Neill & Gilmore LLC as counsel.
PUGLIA ENGINEERING: Pension Funds Win Bid for an Order to Pay $1MM
------------------------------------------------------------------
District Judge Ronald B. Leighton granted the Plaintiffs' motion
for partial summary judgment and an order to pay in the case
captioned MARINE CARPENTERS PENSION FUND; and PACIFIC COAST
SHIPYARDS PENSION FUND, Plaintiffs, v. PUGLIA MARINE, LLC, a
Washington limited liability company, et al, Defendants, Case No.
3:18-cv-05809 RBL (W.D. Wash.).
This matter is before the Court on Plaintiffs Marine Carpenters
Pension Fund and Pacific Coast Shipyards Pension Fund's (the Funds)
Motion for Partial Summary Judgment, an Order to Pay, and
Injunctive Relief. This dispute originated when Puglia Engineering,
Inc., purchased all the stock of San Francisco Ship Repair, Inc.
(SFSR), quickly realized that the new venture was financially
unsustainable, and then ceased all operations after just a few
months. The Funds assert that the decision to pull the plug on SFSR
amounted to a "complete withdrawal," which triggered withdrawal
liability to pay any "unfunded vested benefits" to multiemployer
pension plans.
The Funds assert that all Defendants are jointly and severally
liable for Puglia Engineering and SFSR's withdrawal liability
because they constitute a single "employer" under the Multiemployer
Pension Plan Amendments Act (MPPAA). This is because, according to
the Funds, each non-individual defendant is a "trade or business"
under the "common control" of Neil Turney. They also contend that
Turney himself is jointly and severally liable as the sole
proprietor of a business that leases property to Puglia
Engineering. The Funds thus ask the Court to enter judgment in
their favor for the outstanding amount of interim withdrawal
liability payments, which comes to $1,034,184. The Funds also
request an injunction ordering Defendants to make future interim
withdrawal liability payments, which will come to roughly an
additional $1.3 million before the parties engage in arbitration.
Defendants Puglia Marine, LLC, Puglia Engineering of California,
Inc., Bari Marine Holdings, LLC, 1410 Thorne Road, LLC, and Neil
Turney (the Control Group) do not oppose the assertion that they
are one employer for purposes of withdrawal liability. They are
also relatively silent regarding whether they owe the amount of
withdrawal liability claimed by the Funds. However, Defendants do
ask the Court to adopt and apply an "equitable exception" to the
MPPAA's requirement that withdrawing employers make interim
payments until their liability can be litigated at arbitration.
Defendants insist that several other circuits have wisely applied
such an exception where making interim payments would irreparably
harm the withdrawing employer. If the Court applies this exception,
Defendants assert that their likely economic hardship supports
denying the Funds' Motion or at least staying review pending
arbitration.
The Control Group argues that Teamsters Joint Council No. 83 v.
Centra, Inc., 947 F.2d 115 (4th Cir. 1991) and Giroux Bros. Transp.
v. New England Teamsters & Trucking Indus. Pension Fund, 73 F.3d 1
(1st Cir. 1996) recognized an equitable exception for irreparable
injury that did not require showing frivolousness as well. However,
the Control Group's reliance on these cases is misplaced. Both
cases discussed an equitable exception to the requirement to pay
withdrawal liability only in dicta because the facts made an
exception clearly inapplicable. In addition, because the cases did
not actually apply the exception, it is unclear what effect it
would have had.
The exhaustion requirement exception for irreparable injury does
not align with the relief that the Control Group requests, which is
that the Court "deny Plaintiff's Motion or stay its review pending
the arbitrator's determination." Allowing this result would be the
opposite of an exception to the exhaustion requirement, since the
Control Group still wishes to engage in arbitration. In addition,
simply delaying payment because financial injury is likely "would
precisely contradict the congressional purpose of protecting funds
from undercapitalized or financially precarious employers . . . ."
In short, the relief the Control Group wants is unavailable and the
Court will not unilaterally grant different relief that has not
been requested.
In sum, The Funds' Motion for Partial Summary Judgment and an Order
to Pay the amount of $1,034,184 is granted. The Court also grants
the following declaratory relief: the Control Group is legally
obligated to provide future quarterly interim withdrawal liability
payments to the Funds, beginning April 8, 2019, and continuing each
90 days thereafter, until all quarterly payments are made, this
matter is resolved through arbitration by way of an arbitration
award, or through motions before the Court, whichever comes first.
A copy of the Court's Order dated April 10, 2019 is available at
https://bit.ly/2k6M6Al from Leagle.com.
Marine Carpenters Pension Fund & Pacific Coast Shipyards Pension
Fund, Plaintiffs, represented by Jeffrey G. Maxwell, MCKENZIE
ROTHWELL BARLOW & COUGHRAN, P.S.
Puglia Marine LLC, a Washington limited liability company, Puglia
Engineering of California Inc, a California corporation, 1410
Thorne Road LLC, a Washington limited liability company, Bari
Marine Holdings, LLC, a Washington limited liability company & Neil
Turney, an individual, Defendants, represented by Joseph P. Hoag ,
DAVIS WRIGHT TREMAINE & Richard J. Birmingham , DAVIS WRIGHT
TREMAINE.
Puglia Engineering Inc, Interested Party, represented by Benjamin
Alexander Ellison, DBS LAW.
About Puglia Engineering
Puglia Engineering Inc. -- http://pugliaengineering.com/-- is a
ship builder and repairer based in Tacoma, Washington. It is a
privately-held company founded in 1991. The company has locations
in Tacoma, Washington; Fairhaven, Massachusetts; and Oakland,
California.
Puglia Engineering sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-41324) on April 14,
2018. In the petition signed by Neil Turney, president, the Debtor
disclosed $14.26 million in assets and $21.13 million in
liabilities.
Judge Brian D. Lynch oversees the case.
James L. Day, Esq., at Bush Kornfeld LLP, serves as the Debtor's
bankruptcy counsel.
The Office of the U.S. Trustee for Region 18 appointed an official
committee of unsecured creditors on May 3, 2018. The committee
retained CKR Law LLP as its legal counsel; DBS Law, as local
counsel; McKool Smith, P.C., as special litigation counsel.
PULMATRIX INC: Three Proposals Approved at Annual Meeting
---------------------------------------------------------
Pulmatrix, Inc., held its annual meeting of stockholders on Sept.
6, 2019, at which the stockholders:
(a) elected Teofilo Raad and Matthew L. Sherman, M.D. to serve
as Class II directors on the Board to serve until the 2022
Annual Meeting of Stockholders;
(b) approved a proposal to amend the Company's Amended and
Restated 2013 Employee, Director and Consultant Equity
Incentive Plan to increase the total number of shares of
common stock authorized for issuance under such plan from
1,496,637 to 4,060,000 shares; and
(c) ratified the appointment of Marcum LLP as the Company's
independent registered public accounting firm for the
fiscal year ending Dec. 31, 2019.
The Plan Amendment had been previously approved by the Company's
board of directors on June 27, 2019, subject to stockholder
approval.
About Pulmatrix
Pulmatrix, Inc. -- http://www.pulmatrix.com/-- is a clinical stage
biotechnology company focused on the discovery and development of
novel inhaled therapeutic products intended to prevent and treat
respiratory diseases and infections with significant unmet medical
needs. The Company's proprietary product pipeline is focused on
advancing treatments for serious lung diseases, including
Pulmazole, inhaled anti-fungal itraconazole for patients with ABPA,
and PUR1800, a narrow spectrum kinase inhibitor for patients with
obstructive lung diseases including asthma and chronic obstructive
pulmonary disease. Pulmatrix's product candidates are based on
iSPERSE, its proprietary engineered dry powder delivery platform,
which seeks to improve therapeutic delivery to the lungs by
maximizing local concentrations and reducing systemic side effects
to improve patient outcomes.
Pulmatrix incurred a net loss of $20.56 million in 2018 following a
net loss of $18.05 million in 2017. As of June 30, 2019, the
Company had $37.04 million in total assets, $18.95 million in total
liabilities, and $18.09 million in total stockholders' equity.
Marcum LLP, in New York, NY, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated Feb. 19,
2019, on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, citing that the Company continues to have
negative cash flow from its operations, 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.
PURDUE PHARMA: Said to Be Nearing Partial Settlements, Bankruptcy
-----------------------------------------------------------------
Reuters reported Sept. 12, 2019, that Purdue Pharma LP is nearing a
partial agreement to resolve widespread litigation over its alleged
role in fueling the U.S. opioid crisis and plans to tussle with
states opposing its settlement offer in bankruptcy proceedings,
Reuters reports, citing people familiar with the matter.
Purdue could commence bankruptcy proceedings as soon as next week,
Reuters said, citing its sources.
According to the report, late on Tuesday, lead lawyers representing
more than 2,000 cities, counties and other plaintiffs suing Purdue,
along with more than two dozen states and U.S. territories, were
close to agreeing on an offer from the company and its controlling
Sackler family to settle lawsuits in a deal valued at up to $12
billion.
More than a dozen other states remain opposed or uncommitted to the
deal, setting the stage for a legal battle over Purdue's efforts to
contain the litigation in bankruptcy court, the sources told
Reuters. New York, Massachusetts and Connecticut, where
privately-held Purdue is based, are among the states opposed to the
current offer and have pushed the family to guarantee $4.5 billion,
the people said.
The Sacklers have declined to revise their proposed settlement
contribution of $3 billion over seven years and another $1.5
billion or more through the eventual sale of another business they
own called Mundipharma, several people familiar with the matter
said. Last weekend, the Sacklers "refused to budge" after
attorneys general in North Carolina and Tennessee presented the
family with counterproposals they said had widespread support from
other states, according to correspondence reviewed by Reuters.
The lawsuits, which have in some cases targeted the Sacklers as
well as Purdue, claim the family and company contributed to a
public health crisis that claimed the lives of nearly 400,000
people between 1999 and 2017, according to the latest data from the
U.S. Centers for Disease Control and Prevention. The suits allege
Purdue aggressively marketed prescription painkillers while
misleading doctors and patients about their addiction and overdose
risks. Purdue and the Sacklers have denied the allegations.
With negotiations over the family's contribution to a settlement at
loggerheads, Purdue is preparing to file for bankruptcy protection
as soon as this weekend or next with the outlines of a settlement
in hand, albeit one lacking support from many states, the people
said, according to Reuters.
Purdue would then ask a U.S. bankruptcy judge to halt litigation
while settlement discussions continue. A bankruptcy judge could
force holdouts to accept a settlement as part of Purdue's
reorganization plan if enough other plaintiffs agree.
About Purdue Pharma L.P.
Purdue Pharma and its subsidiaries -- http://www.purduepharma.com/
-- develop and provide prescription medicines and consumer products
that meet the evolving needs of healthcare professionals, patients,
consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers.
More than 2,000 states, counties, municipalities and Native
American governments have sued Purdue Pharma and other
pharmaceutical companies for their role in the opioid crisis in the
U.S., which has contributed to the more than 700,000 drug overdose
deaths in the U.S. since 1999.
In early September 2019, The New York Post reported that Purdue
Pharma is expected to file for bankruptcy protection now that
settlement talks over its role in the nation's opioid crisis have
hit a brick wall. The Tennessee and North Carolina Attorneys
General said Purdue and its owners, the Sackler family, have
offered to settle some 2,000 lawsuits against the company for a
reported $10 billion to $12 billion but discussions have stalled,
with the Sacklers rejecting two proposals and refusing to offer any
additional solutions.
RAINBOW LAND: $3.1M Sale of Lincoln County Property to Ward Okayed
------------------------------------------------------------------
Judge Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada authorized Rainbow Land & Cattle Company, LLC's
sale of approximately 179.86 acres of land, together with
approximately 230.47 acre-feet per annum of associated water rights
located in Lincoln County, State of Nevada, and an option to
purchase additional land and water rights, to Torrey James Ward or
his permitted assignee for $3,140,590, cash, pursuant to the terms
and conditions set forth in the parties' Purchase Agreement, free
and clear of liens.
A hearing on the Motion was held on Aug. 13, 2019 at 2:00 p.m.
The sale is free and clear of any lien claim or interest, if any,
claimed by Zions First National Bank.
The sale is also free and clear of any lien claim or interest of F.
Heise Land & Livestock Co., Inc., as it has agreed to release its
liens on the Property to be sold under the Purchase Agreement upon
the close of escrow, and it has agreed to accept $0. F. Heise Land
will continue to retain its liens on Rainbow Land & Cattle Co.,
LLC's other real property that is not being sold to Ward under the
Purchase Agreement as security for its claims against the Debtor.
The Debtor is authorized to pay its portion of the costs of sale
consistent with the Purchase Agreement at closing.
The Debtor is authorized and will pay via close of escrow H.H. Land
& Cattle Company the sum of $1,891,217, in accordance with its
filed Proof of Claim, plus additional reasonable attorneys' fees,
interest, and costs accrued prior to the close of escrow, on
account of H.H. Land & Cattle Co.'s beneficial interest in a first
deed of trust on the parcels to be sold.
As soon as possible, but not later than 30 days after close of
escrow, and H.H. Land has been paid in full as set forth in the
Order, H.H. Land will execute and record such documents as are
necessary to release all liens on any and all of the Debtor's
property.
The remaining funds not disbursed at the close of escrow pursuant
to the Purchase Agreement and the Order will be paid by title to
the Debtor and will be held by the Debtor until further order of
the Court.
The 14-day stay of Federal Rule of Bankruptcy Procedure 6004(h) is
inapplicable and the Order is effective immediately upon entry.
About Rainbow Land
Rainbow Land & Cattle Company, LLC, is the owner of approximately
466 acres of undeveloped real property located in Caliente, Nevada,
and approximately 133 acre feet of water appurtenant to the
property. The Property was financed by Zions First National Bank
at the time of the purchase.
Rainbow Land filed a Chapter 11 petition (Bankr. D. Nev. Case No.
12-14009) on April 4, 2012.
The petition was signed by John H. Huston, managing member.
Rainbow Land scheduled $15.43 million in assets and $2.50 million
in liabilities. The Debtor owns approximately 579.48 undeveloped
acres of real property located in Caliente, Nevada, along with
466.79 acre feet of water rights. The Debtor is owned by John
Huston, 45.2381%; Jan J. Cole, 45.2381%; and Clarence Burr,
9.52381%.
Judge Bruce A. Markell administers the case.
The Law Offices of Alan R. Smith serves as bankruptcy counsel to
the Debtor. Smith Larsen & Wixom is counsel to Zions Bank.
RWP HOMES: Court Conditionally Approves Disclosure Statement
------------------------------------------------------------
The disclosure statement filed by RWP Homes, LLC, is conditionally
approved.
November 19, 2019, at 11:00 a.m. in Courtroom 403, 515 Rusk St.,
Houston, Texas, is fixed for the final hearing on the disclosure
statement (if a written objection has been timely filed) and for
the hearing on confirmation of the plan.
November 6, 2019 is fixed as the last day for filing and serving
written objections to the disclosure statement and confirmation of
the plan.
RWP is aware of one general unsecured claim: the claim of Paschal
Insurance Agency, LLC, for $19,033. At this time, no proofs of
claim have been filed against RWP for unsecured debts.
RWP will pay 100% of the amount owed to Class 7, including any
allowed, non-priority, unsecured claims filed with the Bankruptcy
Court before the bar date of October 21, 2019.
RWP will pay the total amount owed in 30 equal monthly payments to
Class 7 beginning on February 15, 2020. Each monthly payment will
be divided among the creditors in Class 7 in proportion to the
amount of their respective claims.
The Plan proposes to pay RWP's creditors through one of three
alternative means. First, RWP will attempt either to refinance its
current debt or lease the Presidio Building to a suitable tenant
and use the rent or refinancing proceeds to fund the Plan. During
this time, RWP also will be actively marketing the sale of the
Presidio Building through normal commercial methods. If none of
these alternatives transpire by late October or early November,
then RWP will conduct an auction of the Presidio Building (with a
minimum sales price sufficient to fully repay all creditors) and
use the sales proceeds to fund the Plan. Therefore, the risk to
creditors may depend on which means RWP ultimately uses to fund the
Plan.
A full-text copy of the Combined Plan and Disclosure Statement is
available at https://is.gd/cB0Rmz from PacerMonitor.com at no
charge.
About RWP Homes LLC
RWP Homes, LLC classified its business as Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
RWP Homes, LLC filed a voluntary petition for relief on June 4,
2019, under Chapter 11 of Title 11, United States Bankruptcy Code
(Bankr. S.D. Tex. Case No. 19-33178). In the petition signed by
Kirk Paschal, president, the Debtor estimated $1 million to $10
million in both assets and liabilities. The case is assigned to
Judge Jeffrey P. Norman.
Reese W. Baker, Esq. at Baker & Associates LLP, is the Debtor's
counsel.
SAN JACINTO VENTURES: Discloses $1.4MM Postpetition Financing
-------------------------------------------------------------
San Jacinto Ventures, LLC, filed a second amended Chapter 11 Plan
of Reorganization and accompanying second amended disclosure
statement to disclose additional information postpetition
financing.
The Debtor is currently approved for a Debtor-in-Possession bridge
loan in the amount of approximately $1,400,000. This loan is a
short term bridge loan which is repayable over 12 months. The
Debtor will be required to make interest only payments of
$13,975.00 until the loan matures or is paid off through permanent
financing. The interest on the loan is 12%.
The Debtor is currently in discussions with several banks
concerning permanent financing once renovations to the Abilene
Hotel property are complete. The Debtor has an option to extend
the terms of the bridge loan for six months should it need extra
time to secure permanent financing.
The bridge loan is payable to the Debtor as follows:
30% Disbursement $345,060 Up front funds
payable to Debtor at
closing.
15% Disbursement $172,530 Paid to Debtor upon
completion of
various phases of
renovation
15% Disbursement $172,530 Paid to Debtor upon
completion of
various phases of
renovation
Class 6 - General Unsecured Creditors are impaired. Claims totaling
approximately $94,767.39 will be paid 100% of their claims over a
period of five years at a rate of 3.00% interest per annum. Regular
monthly payments of approximately $1,702.85, beginning on the
Effective Date, will be distributed on a pro-rata basis to the
various creditors holding unsecured claims.
Class 1 - Secured Claim Held by Tommer Yokes, Brian David Tucker,
Jack Lieberman, and Roslea Payne are impaired. Debtor proposes to
pay the Class 1 creditors $150,000.00 at the closing of the
proposed bridge loan in exchange for the Class 1 creditors
subordinating their first lien to Hershiser Capital Finance, the
bridge loan lender. Debtor will pay the remaining balance of
approximately $328,000.00 in monthly payments of $50,000.00 with
interest accruing at the rate of 6.25%. Monthly payments will be
made from the proceeds of the bridge loan disbursements on the last
day of the month until the balance is paid in full.
Class 2 - Secured Claim Held by the Buxton Family are impaired.
Class 2 is comprised of the Secured Claim of the Buxton Family in
the amount of $650,000.00 secured by a second lien the real
property located at 774 E. Highway 80, Abilene, Texas 79601. Debtor
would propose to pay Buxton Family as follows: The Buxton Family
has agreed to release any and all liens it holds in the Abilene
Hotel property. In exchange for release of its lien, the Buxton
Family will be $50,000.00 at closing of the bridge loan.
Class 3 - Secured Claim Held by Central Appraisal District of
Taylor collecting taxes for the County of Taylor, Texas, the City
of Abilene, Texas and Abilene Independent School District are
impaired. Notwithstanding anything to the contrary contained within
the Plan or approved Disclosure Statement, the Secured Tax Claim
owing to Central Appraisal District of Taylor shall be paid by the
Debtor, pursuant to the provisions of 11 USC §1129 (a) (9) (C), in
equal monthly installments, paid over a period not exceeding 60
months from the Petition Date. The Claims shall bear interest at
the statutory rate of 12% per annum from the date of filing of this
case until said taxes are paid in full.
Class 4 - Secured Claim Held by FundersLink are impaired. Debtor
proposes to pay FundersLink the value of its secured claim of
$10,000.00 at 3.00% per annum. Debtor will make regular payments of
$290.81 on the 16th day of each month thereafter until the Note is
fully paid.
Class 5 - Secured Claim Held by Texas Comptroller are impaired.
Debtor will pay the Texas Comptroller $2,000.00, which is the total
value of their claim, over a period of one year with regular
monthly payments of $172.13 including interest at 6.00% per annum
beginning on the Effective Date.
Beginning on the Effective Date, from the income of the Debtor,
they will allocate sufficient funds to make her distributions
required under the Plan.
A full-text copy of the Second Amended Disclosure Statement dated
September 5, 2019, is available at https://tinyurl.com/y5cadsna
from PacerMonitor.com at no charge.
Attorney for the Debtor:
Adelita Cavada, Esq.
ADELITA CAVADA LAW
10004 Wurzbach Rd. #159
San Antonio, Texas 78230
Tel: 210.880.5299
Fax: 833.851.3160
Email: adelita@adelitacavadalaw.com
About San Jacinto Ventures LLC
San Jacinto Ventures, LLC filed as a domestic limited liability
company in Texas on March 29, 2016, as recorded in documents filed
with the Texas Secretary of State.
San Jacinto Ventures, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 19-31260) on March 4,
2019. At the time of the filing, the Debtor had estimated assets
and liabilities of between $1 million and $10 million.
The case has been assigned to Judge David R. Jones. Adelita Cavada
Law is the Debtor's bankruptcy counsel.
SEVEN STARS: Court Approves Request to Use Cash Collateral
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
grants permission to Seven Stars on the Hudson Corp., to use cash
collateral nunc pro tunc to June 5, 2019.
The Court rules that:
(a) there will be a carve-out in the budget for the inclusion of
fees due the Clerk of Court or the U.S. Trustee;
(b) the Debtor grants in favor of Wells Fargo, as security for
all indebtedness that is owed by the Debtor to Wells Fargo, a
post-petition security interest and lien in, to and against any and
all assets of the Debtor, to the same extent and priority that
Wells Fargo
held a properly perfected prepetition security interest in such
assets;
(c) As additional adequate protection for and to the extent of
the Debtor's use of Cash
Collateral pursuant to this Order, the Debtor will remit adequate
protection payments commencing on or before June 20, 2019 and
continuing the 20th day of each month thereafter during the pending
Chapter 11 case in the amount of $12,500 per month until further
Court Order;
(d) In the event the Debtor defaults by failing to make the
adequate protection payments when due, Wells Fargo through its
counsel will provide written notice to Debtor's counsel via email
at sonya@msbankrupt.com and zachary@msbankrupt.com. In the event
the Default is not
cured within 5 days after Wells Fargo provides notice to Debtor's
counsel of the Default, Wells Fargo will file an Affidavit of
Default with the Court.
About Seven Stars on the Hudson Corp.
Seven Stars on the Hudson Corp. --
https://www.rockinjump.com/ftlauderdale/ -- is a trampoline park
operator based in Fort Lauderdale, Florida.
Seven Stars on the Hudson Corp. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-17544) on June
5, 2019. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of between $1 million and $10
million. The case is assigned to Judge Raymond B. Ray. The Debtor
is represented by The Salkin Law Firm, P.A.
SEVEN STARS: Wins Court OK to Use Wells Fargo Collateral
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida, in
a second order, authorizes Seven Stars on the Hudson Corp. to use
cash collateral of Wells Fargo Bank, N.A.
The Court rules that:
(a) as security for all indebtedness that is owed, the Debtors
grant in favor of Wells Fargo, under the secured documentation, a
postpetition security interest and lien in all assets of the
Debtor, to the same extent and priority that Wells Fargo held a
properly perfected prepetition security interest in such assets;
and
(b) as additional adequate protection, the Debtor will remit
adequate protection payments
commencing on or before Sept. 20, 2019 and continuing the 20th day
of each month thereafter in the amount of $12,500 per month until
further Court order.
A copy of the Order is available for free at:
http://bankrupt.com/misc/Seven_Stars_68_Cash_Ord.pdf
About Seven Stars on the Hudson Corp.
Seven Stars on the Hudson Corp. --
https://www.rockinjump.com/ftlauderdale/ -- is a trampoline park
operator based in Fort Lauderdale, Florida.
Seven Stars on the Hudson Corp. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-17544) on June
5, 2019. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of between $1 million and $10
million. The case is assigned to Judge Raymond B. Ray. The Debtor
is represented by The Salkin Law Firm, P.A.
SHUTTERFLY INC: S&P Cuts ICR to 'B' on Acquisition-Related Leverage
-------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
online personalized products manufacturer Shutterfly Inc. to 'B'
from 'BB-.
At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed first-lien credit
facilities, which include a $1.285 billion term loan and $500
million of secured notes. The '3' recovery rating indicates S&P's
expectation of 50%-70% recovery (rounded estimate: 60%) in the
event of default.
The downgrade of Shutterfly reflects its leveraged buyout (LBO) by
Apollo Global Management, in which Apollo will combine Shutterfly
and Snapfish LLC over time and aim to realize approximately $85
million in synergies. Following the close of the LBO, Shutterfly
will have a significant debt burden, and its meaningful debt
interest burden will constrain cash flows. S&P does not believe the
addition of Snapfish meaningfully increases scale and competitive
strength for Shutterfly. However, it provides the opportunity for
cost savings. Furthermore, S&P expects significant one-time and
integration costs over the next two years that will likely result
in a nominal amount of synergy benefits to the company's cash flow.
These factors notwithstanding, the rating agency expects the
company's high initial leverage to moderate over the next 12 to 18
months driven by the $100 million debt repayment required by the
credit agreement in Q4 2019, 5% annual term loan amortization, and
roll-off of prior one-time costs relating to Shutterfly's Lifetouch
acquisition in 2018.
The stable outlook reflects S&P's expectation that Shutterfly will
realize low single digit organic revenue growth over the next two
years while it continues to integrate Lifetouch and begins
integrating Snapfish. S&P expects Shutterfly's debt leverage will
decline steadily due to debt repayments and EBITDA growth over the
next two years as the company realizes operating synergies. It
expects leverage to decline to 6.2x and the high-5.8x area by the
end of 2019 and 2020, respectively.
"We could lower our issuer credit rating if we believe the company
will be unable to lower its leverage below 6.5x within the next 12
months or if the company's free operating cash flows decline below
$100 million annually," S&P said. This would likely be driven by
competitive losses or reduced consumer demand in a recession, or
integration issues resulting in increased integration costs or
lower-than-expected synergies, according to the rating agency.
"We view an upgrade as unlikely over the next 12 months, primarily
due to the company's high adjusted leverage and meaningful
integration risk over the next two years. To consider raising the
ratings, we would look for debt leverage below 5x and a commitment
from the company and its sponsor to maintain a less aggressive
financial policy," S&P said, adding that an upgrade would require
the successful integration of Lifetouch and Snapfish, and the
combined company achieving consistent low- to mid-single-digit
percentage revenue and EBITDA growth.
SKY-SKAN INC: Committee, Coastal Assent to Disclosure Statement
---------------------------------------------------------------
Sky-Skan Incorporated notified the Court that the following parties
assent or object to the Disclosure Statement explaining the
Debtor's Chapter 11 Plan:
1. Official Committee of Unsecured Creditors - Assents
2. State of New Hampshire DRA - Assents
3. U.S. Trustee - Assents
4. Internal Revenue Service - Assents
5. Coastal Capital, LLC - Does Not Object
6. Department of Labor - Assents
Class 5: General Unsecured Claims Class are impaired. The Debtor
will distribute to holders of Allowed Claims in this Class 85% of
the outstanding and issued unrestricted stock of the Reorganized
Debtor. The Shares will be distributed on the later of 30 days
from the Effective Date or 30 days from the date such Claims are
allowed by the Court, on a pro rata basis.
Class 2: Contingent Coastal Capital, LLC Secured Claims Class are
impaired. Since that litigation will not be resolved before
Confirmation, the Debtor has projected for Plan payments to Coastal
in the amount of $600,000 over six (6) years, reflecting interest
at the Prime Rate (4.5%) plus 1% per annum to show that the Plan is
feasible even in a worst-case scenario. The Debtor will begin
making payments on the 30th day from the date this claim is
determined to be an Allowed Secured Claim in whole or in part.
Class 3: Administrative Expense Claims Class are impaired.
Estimated Allowed Amount: $226,616 Projected Dividend Payment:
$226,616, plus interest at the rate of 4% per annum. The Debtor has
no unpaid post-petition administrative claims other than
professionals. The Allowed Claims in this Class will be paid by the
Debtor in full.
Class 4: Priority Tax Claims Class are impaired. The Claims in this
Class are allowed and shall be paid in full, plus interest at the
statutory rate (presently 7% per annum) from November 1, 2017, via
equal installments, beginning on the 30th day from the Effective
Date, then quarterly thereafter (i.e., on January 1, April 1, July
1, and October 1), and concluding on or before November 1, 2022.
Class 6: Subordinated General Unsecured Claims Class are impaired.
Allowed Claims in this Class consist of the claims held or asserted
by Coastal and if and to the extent that the Bankruptcy Court
determines that all or some of the Coastal Claims should be
subordinated to the claims of other unsecured, non-priority
creditors. The dividend rights of any creditor holding an Allowed
Claim in this Class shall be junior, inferior and subordinate to
those of creditors holding Allowed Claims in Classes 1, 2, 3, 4, 5
and 8 to the extent of any dividends payable by the Reorganized
Debtor to such other Classes as the Bankruptcy Court may designate
in the Order. The Debtor will make payments to holders of Allowed
Claims in this Class.
Class 8: Department of Labor Claims Class are impaired. Allowed
claims of $152,416.55 will be paid out to 23 participants in this
Class. The Department of Labor filed a claim on behalf of these
employees and the Debtor will pay these claims in full, through the
Debtor's 401(k) plan custodian on a pro rata basis over sixty (60)
months beginning on the Effective Date.
The Financial Projections assume the Debtor's income will increase
by three (3%) percent per year and its expenses by two (2%) percent
per year.
A full-text copy of the Amended Disclosure Statement dated
September 5, 2019, is available at https://tinyurl.com/yxmbu9zb
from PacerMonitor.com at no charge.
Attorney for Debtor:
Peter N. Tamposi, Esq.
Tamposi Law Group, P.C.
159 Main St.
Nashua, NH 03060
Tel: (603) 204-5513
Email: peter@tlgnh.com
About Sky-Skan Inc.
Sky-Skan, Inc., was founded in 1967 as a company dedicated solely
to the development and manufacture of specialized devices for
depicting dynamic visualizations of astronomical and meteorological
phenomena on planetarium domes in museums, schools, and
universities. The company has since grown to become a provider of
digital full dome science visualization, theater control, and show
programming systems for hundreds of planetariums on six continents,
serving hundreds of clients in the niche field of immersive science
interpretation and education. From the initial planning stage to
staff training and ongoing support, Sky-Skan provides all services
required by the most advanced digital full-dome planetariums and
visualization theaters.
Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr.
D.N.H. Case No. 17-11540) on Nov. 1, 2017. In the petition signed
by Steven T. Savage, president, the Debtor estimated $0 to $50,000
in assets and $1 million to $10 million in liabilities.
Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as
bankruptcy counsel to the Debtor, and SquareTail Advisors, LLC, is
the financial advisor.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Dec. 1, 2017. The Committee retained
William S. Gannon PLLC as its bankruptcy counsel.
SOUTH JERSEY INDUSTRIES: S&P Rates New Debentures 'BB+'
-------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating to South
Jersey Industries Inc.'s proposed junior subordinated debentures
due 2079.
The rating agency classifies these notes as hybrid securities with
intermediate equity content (50% equity treatment). It rates the
securities two notches below its 'BBB' long-term issuer credit
rating on South Jersey Industries to reflect their subordination
and the company's ability to defer interest payments on the notes.
S&P's intermediate equity treatment is premised on the instrument's
permanence, subordination, and deferability features.
The security's long-dated nature, along with the company's limited
ability and lack of incentives to redeem the issue for a long-dated
period, meets S&P's standards for permanence. In addition, the
interest payments are deferrable, which fulfills the deferability
element. The instrument is also subordinated to all of the
company's existing and future senior debt obligations, thereby
satisfying the condition for subordination.
SOUTHWESTERN ENERGY: S&P Affirms 'BB' ICR; Outlook Stable
---------------------------------------------------------
S&P Global Ratings affirmed its ratings, including its 'BB' issuer
credit rating and senior unsecured issue-level ratings, on
Southwestern Energy Co. The outlook is stable.
The affirmation reflects S&P's view that, while a decline in Henry
Hub natural gas and natural gas liquids (NGL) prices and the recent
reduction in its gas price assumptions for the rest of 2019 through
2021 result in weaker credit measures for Southwestern, they remain
within its expectations for the ratings. Southwestern benefits from
a favorable cost structure that allows it to develop much of its
acreage economically, with gas prices in the mid-$2 per thousand
cubic foot area.
The stable outlook on Southwestern reflects S&P's expectation that
the company's credit measures will be in line with the rating over
the next two years despite low natural gas prices, including an
FFO-to-debt ratio of about 30% through 2020.
"We could lower the rating if Southwestern's cash flow expectation
weakens below our current expectations, such that FFO to debt falls
significantly below 30% with no near-term remedy. Such a scenario
could occur if gas and NGL prices weaken further, or if the gap
between capital spending and internal cash flow widens," S&P said.
"We could raise the rating if Southwestern's consolidated leverage
measures improve such that FFO to total debt approach 45%. This
would most likely occur if commodity prices exceed our expectation
or if the company improves capital efficiency, which could lead to
positive cash flow generation," the rating agency said.
SPEEDWAY MOTORSPORTS: S&P Alters Outlook to Neg., Affirms BB+ ICR
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issuer credit rating on
Speedway Motorsports Inc. (SMI) and revised the outlook to negative
from stable.
The rating affirmation came after Sonic Financial Corp., majority
shareholder of SMI, commenced a tender offer to acquire all
outstanding common stock of SMI other than shares already held by
Sonic Financial, O. Bruton Smith, his family, and their controlled
entities. The tender offer would be funded by a proposed $250
million term loan A due in 2024 and $100 million revolving credit
facility due in 2024, resulting in adjusted debt to EBITDA in the
high-2x area in 2019.
Meanwhile, S&P assigned its 'BBB-' issue-level rating to SMI's
secured debt, consisting of the $250 million term loan A and $100
million revolver. The recovery rating is '1', which indicates the
rating agency's expectation for very high recovery (90%-100%;
rounded estimate: 95%) in the event of a payment default. S&P also
lowered the issue-level rating on SMI's 5.125% senior unsecured
notes due in 2023 to 'BB' from 'BB+'.
The outlook revision incorporates S&P's expectation for higher
financial risk resulting from the take-private transaction, as well
as some operating variability over the next several years. SMI is
implementing several business initiatives to stem viewership and
attendance declines.
The negative outlook reflects a thin cushion in S&P's adjusted
leverage forecast compared to its 3x downgrade threshold and
potential operating variability resulting from anticipated changes
to motorsports. The outlook also reflects an EBITDA decline in
recent years, the impact of moderating economic growth on revenue
and EBITDA, and the possibility of other uses of cash not assumed
in S&P's forecast.
"We could lower the rating on SMI if admissions revenue declines
substantially due to worsening economic conditions, such that
leverage rises above 3x and funds from operations (FFO) to debt
falls below 30% on a sustained basis," S&P said.
"We could revise the outlook to stable if SMI sustains adjusted
leverage with a cushion below 3x. A higher rating would be
contingent upon leverage remaining below 2x, FFO to debt remaining
above 45% on a sustained basis, and SMI achieving and maintaining
stable admissions revenues," the rating agency said.
STEPHANIE'S TOO: Court Conditionally Approves Disclosure Statement
------------------------------------------------------------------
The Disclosure Statement of Stephanie's Too, LLC, is conditionally
approved.
A hearing will be held on October 17, 2019 at 10:00 A.M. for final
approval of the Disclosure Statement, if a written objection has
been timely filed, and for confirmation of the Plan.
October 10, 2019 is fixed as the last day for filing and serving
written objections to the Disclosure Statement and confirmation of
the Plan.
October 10, 2019 is fixed as the last day for filing written
acceptances or rejections of the Plan.
About Stephanie's Too
Stephanie's Too, LLC, a bar and restaurant that has not been
operating since September 2018, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-32221) on Nov. 8,
2018. In the petition signed by Leon Kubis, sole member, the
Debtor estimated assets of less than $500,000 and liabilities of
less than $1 million. The case is assigned to Judge Jerrold N.
Poslusny Jr. The Debtor tapped Kasen & Kasen, P.C. as its legal
counsel.
STORNOWAY DIAMOND: Granted Initial CCAA Order by Quebec Court
-------------------------------------------------------------
Stornoway Diamond Corporation (TSX-SWY) on Sept. 9, 2019, disclosed
that the Corporation and its subsidiaries Stornoway Diamonds
(Canada) Inc. ("SDCI"), Ashton Mining of Canada Inc. ("Ashton") and
FCDC Sales and Marketing Inc. ("FCDC" and collectively, the "SWY
Parties") have obtained an initial order (the "Initial Order") from
the Superior Court of Quebec (Commercial Division) (the "Court")
for protection under the Companies' Creditors Arrangement Act
("CCAA") in order to restructure their business and financial
affairs.
As announced earlier on Sept. 9, on September 8, 2019 the SWY
Parties entered into a letter of intent ("LOI") with certain
secured creditors under the bridge financing agreement entered into
by the SWY Parties on June 10, 2019, which include Diaquem Inc.
("Diaquem") and certain buyers under the Amended and Restated
Purchase and Sale Agreement entered into on October 2, 2018, as
amended (the "Stream Agreement") (collectively, the "Participating
Buyers" and together with Diaquem, the "Participating Secured
Creditors"). Under the terms of the LOI, the Participating Secured
Creditors confirmed their intention to acquire, through an entity
to be formed for this purpose, substantially all of the assets and
properties of the SWY Parties, and to assume such the debts and
liabilities owing to the Secured Creditors as well as the ongoing
obligations relating to the operation of the Renard Mine, subject
to certain limited exceptions. Concurrently with the entering into
of the LOI, SDCI, Ashton and FCDC, as borrowers, have entered into
a definitive and binding working capital facility agreement ("WC
Facility Agreement") with the Participating Secured Creditors
providing for a working capital facility in an initial amount of
$20 million, which facility can be increased for additional amounts
at the option of the Participating Secured Creditors.
The Initial Order provides for a broad stay of proceedings and the
exercise and enforcement of rights and remedies against the SWY
Parties. The Initial Order also authorizes the entering into of
the WC Facility Agreement and the granting of a Court-ordered
priority charge in favour of the Participating Secured Creditors
securing the obligations under the working capital facility, which
is expected to permit the SWY Parties to be able to continue to
meet their short-term and current payment and other obligations to
employees, suppliers as well as customers as and when they become
due.
The transactions contemplated under the LOI are subject to the
fulfilment of certain conditions, including the issuance by the
Court of a final, non-appealable vesting order approving the
definitive agreements giving effect to the sale of the SWY Parties'
business to the Participating Secured Creditors.
Under the terms of the Initial Order, Deloitte Restructuring Inc.
has been appointed as Monitor to oversee the CCAA proceedings and
report to the Court. While under CCAA protection, management of
the Corporation will remain responsible for the day-to-day
operations of the SWY Parties.
Trading in Securities of Stornoway
As announced earlier on Sept. 9, trading in Stornoway's common
shares on the Toronto Stock Exchange ("TSX") has been halted. The
Corporation expects that the remedial delisting process by the TSX
announced on August 22, 2019 will be accelerated and the
Corporation's common shares and convertible debentures will soon be
delisted from trading on TSX. In addition, given the granting of
the Initial Order, the Corporation believes that, irrespective of
the outcome of the CCAA proceedings, there is and will be no
recoverable or residual value in either Stornoway's common shares
or convertible debentures.
About Stornoway Diamond Corporation
Stornoway is a Canadian diamond exploration and production company
headquartered in Montreal and owns a 100% interest in the Renard
Mine, Quebec's first diamond mine.
TEXAS PELLETS: Court Confirms Joint Chapter 11 Plan
---------------------------------------------------
The Honorable Judge Bill Parker of the United States Bankruptcy
Court for the Eastern District of Texas issued an Order on
September 6, 2019 confirming Debtors Texas Pellets, Inc. and German
Pellets Texas, LLC's First Amended Joint Chapter 11 Plan and
approved on a final basis the accompanying First Amended Disclosure
Statement.
A full-text copy of the solicitation version of the Amended Chapter
11 Plan with immaterial modifications is available at
https://is.gd/okHgEx from PacerMonitor.com at no charge.
A full-text copy of the Plan Confirmation Order is available at
https://is.gd/pnnmDd from PacerMonitor.com at no charge.
About Texas Pellets
Texas Pellets, Inc., based in Woodville, Texas, filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 16-90126) on April 30, 2016.
The petition was signed by Anna Katherin Leibold, president and
chief executive officer.
German Pellets Texas, LLC, also based in Woodville, Texas, filed a
Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90127) on April
30, 2016. The petition was signed by Peter H. Leibold, its chief
executive officer.
The cases have been jointly administered under Texas Pellets' case.
Judge Bill Parker presides over the cases.
The Debtors employ William Steven Bryant, Esq., at Locke Lord LLP
as their legal counsel; Searcy & Searcy, P.C. as local/conflicts
co-counsel; and Guggenheim Securities, LLC as investment banker.
Bryan M. Gaston, and the firm Opportune, LLP, serve as the Debtors'
Chief Restructuring Officer.
No Chapter 11 trustee or examiner has been appointed in these
Bankruptcy Cases. An official committee of unsecured creditors was
appointed on May 17, 2016.
TOLL BROTHERS: S&P Rates New Senior Notes Due 2029 'BB+'
--------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level and '3' recovery
ratings to Toll Brothers Finance Corp.'s proposed offering of
senior notes due 2029. S&P's '3' recovery rating indicates its
expectation for meaningful (50%-70%, rounded estimate: 65%)
recovery in the event of a default.
S&P's revised its outlook on Toll Brothers Inc. ('BB+') to positive
in May 2019 based on the company's continued deleveraging amid the
long and steady upswing in the U.S. housing market. It believes
that the company's solid profitability and cash flow this late in
the housing cycle could enable it to preserve credit measures that
are commensurate with an investment-grade rating, even when the
housing cycle inevitably turns. In addition to its attractive
earnings-based credit ratios and countercyclical cash flows, Toll
Brothers Inc.'s asset coverage is good, its maturities are well
staggered, and its borrowings are substantially unsecured.
The company intends to use proceeds from the offering for general
corporate purposes, which may include repaying the $250 million
unsecured notes maturing November 2019. The new notes will rank
equally with Toll Brothers Finance Corp.'s other senior unsecured
obligations. The company's indirect parent company, Toll Brothers
Inc., will guarantee the notes.
Issue Ratings - Recovery Analysis
Key analytical factors
S&P estimates a gross recovery value of $5.7 billion at emergence
from bankruptcy, which assumes a blended 35% discount to the
assumed $8.8 billion of book value for the company's inventories
and cash. It discounts homes in progress by 30% and raw land by
45%.
"Our simulated default scenario contemplates a default occurring in
2024 after a deep recession causes Toll Brothers Inc.'s volumes and
average selling prices to drop, which is compounded by persistently
high debt levels despite its countercyclical cash flows," S&P said.
"It is improbable that Toll Brothers would default due strictly to
market factors, therefore, we also believe that its debt levels
would be elevated because of poorly timed land purchases or
shareholder returns."
Simulated default assumptions
-- Year of default: 2024
-- Gross asset value as of Dec. 31, 2018: $8.8 billion
-- In progress inventories: $6.5 billion (70% realization)
-- Undeveloped raw land: $1.0 billion (55% realization)
-- Net asset value: $5.7 billion
Simplified waterfall
-- Gross recovery value: $5.7 billion
-- Net recovery value (after 5% administrative costs): $5.4
billion
-- Unsecured debt: $4.2 billion
-- Recovery expectations: 50%-70% (rounded estimate: 65%)
Although S&P estimates very high recovery prospects for Toll's
senior noteholders under its default scenario, the rating agency
caps its recovery ratings on the senior notes at '3' accordance to
its criteria guidelines, which generally limit its recovery ratings
on unsecured debt issued by corporate entities that it rates 'BB-'
or higher. S&P generally does not assign recovery ratings of higher
than '3' to the unsecured debt issued by these entities to reflect
that their recovery prospects are at greater risk of being impaired
by the issuance of additional secured or pari passu debt before
default.
Ratings List
Toll Brothers Finance Corp.
Issuer Credit Rating BB+/Positive/--
New Rating
Toll Brothers Finance Corp.
Senior Unsecured
USD notes due 2029 BB+
Recovery Rating 3(65%)
TOYS R US: Court Upholds Denial of BS Bid to File Late Admin Claim
------------------------------------------------------------------
Bravo Sports in the case captioned BRAVO SPORTS, Appellant, v. TOYS
"R" US, INC., et al., Appellees, Civil Action No. 3:18-cv-00784-JAG
(E.D. Va.) appeals an order from the United States Bankruptcy Court
for the Eastern District of Virginia. The Bankruptcy Court denied
Bravo's motion to file a late chapter 11 administrative expense
claim, finding that Bravo failed to show excusable neglect for
missing the claim deadline.
Because the Bankruptcy Court adequately weighed the relevant
factors and did not commit a clear error of judgment, District
Judge John A. Gibney, Jr. affirms the decision of the Bankruptcy
Court.
Courts consider four factors when determining whether excusable
neglect justifies a late-filed bankruptcy claim. These factors
include "(1) the danger of prejudice to the debtor; (2) the length
of the delay and its potential impact on judicial proceedings; (3)
the reason for the delay, including whether it was within the
reasonable control of the movant; and (4) whether the movant acted
in good faith." The Fourth Circuit has characterized the third
factor, "the untimely party's reason for the delay," as "the most
important [factor in] the excusable neglect inquiry."
In this case, the Bankruptcy Court adequately weighed the relevant
factors in its finding that Bravo failed to show excusable neglect.
In considering the danger of prejudice to the debtor (the first
factor), the court concluded that prejudice did not exist. The
court also contemplated the sixty-four-day length of delay (the
second factor), and similarly afforded it little weight. The
parties agreed that Bravo had acted in good faith (the fourth
factor).
The Bankruptcy Court emphasized the third factor: the reason for
delay and "whether the ability to file the claim timely was within
the reasonable control of the claimant." While acknowledging
Elston's unexpected medical emergency, the court noted that Bravo
received timely notice of the claim deadline and that Finney began
working at Bravo before Elston left. Even after the medical
emergency, "there was an opportunity for [Finney] to comply with
the deadline." The Bankruptcy Court thus found that Bravo's ability
to file a timely claim was "clearly" within its reasonable control,
"[i]n light of the timing" and Finney's lack of "haste" in
complying with the deadline.
Nor did the Bankruptcy Court commit a "clear error of judgment" by
emphasizing Bravo's reason for the delay. Id. Indeed, the Fourth
Circuit has instructed courts to place the most importance on "this
critical third factor." The Bankruptcy Court acknowledged that the
other factors weighed in Bravo's favor, but nonetheless concluded
that the third factor outweighed the others. Moreover, the
Bankruptcy Court adequately supported its conclusion as to Bravo's
reason for the delay with the underlying facts. Upon "review [of]
the record and reasons offered by the [Bankruptcy] [C]ourt,"
Westberry, 178 F.3d at 261, the Court finds that the Bankruptcy
Court did not abuse its discretion. Accordingly, the Court affirms
the Bankruptcy Court's decision.
A copy of the Court's Opinion dated April 11, 2019 is available at
https://bit.ly/2kzOWxW from Leagle.com.
Bravo Sports, Appellant, represented by Christian Farris Tucker,
Moran Reeves Conn PC, Christopher Julian Hoctor, Kaplan & Frank PC
& Matthew A. Lesnick, Lesnick Prince & Pappas LLP, pro hac vice.
Toys "R" Us, Inc., et al., Appellee, represented by Michael Allen
Condyles , Kutak Rock LLP, Anup Sathy , Chad J. Husnick , Edward O.
Sassower , Avenue, James H.M. Sprayregen , Jeremy Shane Williams ,
Kutak Rock LLP, Joshua A. Sussberg & Peter John Barrett , Kutak
Rock LLP.
About Toys "R" Us
Toys "R" Us, Inc., was an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise was sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise was also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is a privately owned entity but still files with the
U.S. Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
were not part of the Chapter 11 filing and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. Consensus Advisory Services LLC and
Consensus Securities LLC, serve as sale process investment banker.
A&G Realty Partners, LLC, serves as its real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C., as local counsel; FTI Consulting, Inc., as financial
advisor; and Moelis & Company LLC as investment banker.
Toys "R" Us UK
Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and
3,000 employees, was sent into administration in the United Kingdom
in February 2018.
Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88
Wood Street, London, EC2V 7QF were appointed Joint Administrators
on Feb. 28, 2018. The Administrators now manage the affairs,
business and property of the Company. The Administrators act as
agents only and without personal liability.
The Administrators said they will make every effort to secure a
buyer for all or part of the business.
Liquidation of U.S. Stores
Toys "R" Us, Inc., on March 15, 2018, filed with the U.S.
Bankruptcy Court a motion seeking Bankruptcy Court approval to
start the process of conducting an orderly wind-down of its U.S.
business and liquidation of inventory in all 735 of the Company's
U.S. stores, including stores in Puerto Rico.
Propco I Debtors
Toys "R" Us Property Company I, LLC and its subsidiaries own fee
and leasehold interests in more than 300 properties in the United
States. The Debtors lease the properties on a triple-net basis
under a master lease to Toys-Delaware, the operating entity for all
of TRU's North American businesses, which operates the majority of
the properties as Toys "R" Us stores, Babies "R" Us stores or
side-by-side stores, or subleases them to alternative retailers.
Toys "R" Us Property was founded in 2005 and is headquartered in
Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary of
Toys "R" Us Inc.
Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE II
Trust, and Wayne Real Estate Company LLC -- Propco I Debtors --
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Va. Lead Case No. 18-31429) on March 20, 2018. The Propco I
Debtors sought and obtained procedural consolidation and joint
administration of their Chapter 11 cases, separate from the Toys
"R" Us Debtors' Chapter 11 cases.
The Propco I Debtors estimated assets of $500 million to $1 billion
and liabilities of $500 million to $1 billion.
Judge Keith L. Phillips presides over the Propco I Debtors' cases.
The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP;
and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel. The
Debtors also tapped Kutak Rock LLP. They hired Goldin Associates,
LLC, as financial advisors.
TRIANGLE USA: Wins Summary Judgment Bid Slawson Exploration
-----------------------------------------------------------
In the case captioned Slawson Exploration Company, Inc., Plaintiff,
v. Nine Point Energy, LLC f/k/a Triangle USA Petroleum Corporation,
Defendant, Case No. 1:17-cv-106 (D.N.D.), Chief District Judge
Daniel L. Hovland denied Slawson Exploration Company, Inc.'s motion
or partial summary judgment and granted Nine Point Energy, LLC's
motion for summary judgment.
Slawson Exploration brought this diversity action for declaratory
judgment on May 24, 2017. Slawson Exploration is a Kansas
corporation with its principal place of business in Wichita,
Kansas. Nine Point is a Delaware limited liability company with a
single member, Nine Point Energy Holdings, Inc., which is a
Delaware corporation with its principal place of business in
Denver, Colorado. The case derives from a decision by the United
States Bankruptcy Court for the District of Delaware to defer
deciding whether a provision in an oil and gas contract runs with
the land under North Dakota law. Slawson Exploration claims Nine
Point owes it payments based on a provision in an oil and gas
development agreement Slawson Exploration made with Nine Point's
predecessor. The parties have framed the question before the Court
to be whether the provision constitutes: (1) an interest in real
property; (2) a covenant running with the land; or (3) an equitable
servitude. Slawson Exploration estimates payments based on the
provision to total approximately $25,100,000.
After an exhaustive consideration of the matter, the Court
concludes the provision in question does not fall within any of the
above categories.
In 2010, Slawson Exploration and Triangle Petroleum Corporation
entered into a contract titled "Exploration and Development
Agreement with Area of Mutual Interest." The EDA defined a project
area, referred to as "Project X," in Williams and McKenzie
Counties, North Dakota. At the time of the agreement, Slawson
Exploration held leasehold interests in the Project X area;
Triangle did not. According to the EDA's recitals, Slawson
Exploration was "seeking partners to jointly acquire additional
undeveloped leasehold interests in the Project Area," and Triangle
"wish[ed] to participate with [Slawson Exploration] in evaluation,
leasing, drilling, and development of the Project Area." The EDA
provided the terms for their venture. The EDA was to be governed by
Colorado law, "except with respect to substantive oil and gas and
real property matters, which shall be governed and construed in
accordance with the laws of the state of North Dakota."
Pursuant to the EDA, Slawson Exploration agreed to sell 30% of its
oil and gas leasehold interests in the project area to Triangle. In
addition to paying a per acre price, Triangle agreed to pay Slawson
Exploration "an amount equal to 10 percent" of Triangle's share of
costs to drill and complete Project X wells for which it opted to
participate.1 This obligation to tender payment based on drilling
and completion costs is at the heart of the controversy. The
parties refer to it as the "Promote Obligation" or the "10%
Promote."
Here, the Court holds that the Promote Obligation is better
characterized as a contractual term negotiated by the parties in
contemplation of their economic interests and positions--i.e., a
personal covenant. As Slawson Exploration has noted, the Promote
Obligation constituted consideration paid to Slawson Exploration,
and it "facilitated Triangle's ability to obtain a large leasehold
position by allowing it to pay a portion of its acquisition costs
as wells were drilled, lowering its barrier to entry." Because the
Promote Obligation was not "made for the direct benefit of the
land," the Court finds the Promote Obligation does not satisfy the
requirements for real covenants in North Dakota.
The Court declines Slawson Exploration's invitation to apply
equitable principles of property law to this type of personal
obligation.
A copy of the Court's Order dated April 8, 2019 is available at
https://bit.ly/2m5zoT4 from Leagle.com.
Slawson Exploration Company, Inc., Plaintiff, represented by Paul
Jonathan Forster , Crowley Fleck PLLP, Anthony J. Ford , Crowley
Fleck, PLLP, Benjamin J. Sand , Crowley Fleck PLLP & John W.
Morrison, Jr. , Crowley Fleck PLLP.
Nine Point Energy, LLC, formerly known as Triangle USA Petroleum
Corporation, Defendant, represented by Mitchell D. Armstrong ,
SMITH PORSBORG SCHWEIGERT ARMSTRONG MOLDENHAUER & SMITH, Albert L.
Hogan, III , Skadden, Arps, Slate, Meagher & Flom, LLP, pro hac
vice, Brian D. Schmidt , SMITH BAKKE PORSBORG SCHWEIGERT &
ARMSTRONG, Christopher M. Dressel , Skadden, Arps, Slate, Meagher &
Flom, LLP, pro hac vice & Sarah E. Wall , Smith Porsborg Schweigert
Armstrong Moldenhauer & Smith.
About Triangle USA Petroleum Corporation
Triangle USA Petroleum Corporation is an independent exploration
and production company with strategic focus on developing the
Bakken Shale and Three Forks formations in the Williston Basin of
North Dakota and Montana. TUSA is a wholly owned subsidiary of
Triangle Petroleum Corporation (NYSE MKT: TPLM). Neither TPLM nor
its affiliated company, RockPile Energy Services, LLC, is included
in TUSA's Chapter 11 filing.
Triangle USA Petroleum Corporation and its affiliates filed
voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Lead Case No. 16-11566) on June 29, 2016. The cases are
pending before Judge Mary F. Walrath.
At the time of the filing, TUSA estimated assets in the range of
$500 million to $1 billion and liabilities of up to $1 billion.
The Debtors have engaged Sarah E. Pierce, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as
financial advisor, PJT Partners Inc. as investment banker and Prime
Clerk LLC as claims & noticing agent.
Andrew R. Vara, Acting U.S. Trustee, has informed the U.S.
Bankruptcy Court for the District of Delaware that a committee of
unsecured creditors has not been appointed in the Chapter 11 case
of Triangle USA Petroleum Corporation due to insufficient response
to the U.S. Trustee communication/contact for service on the
committee.
TRIUMPH GROUP: S&P Affirms 'B-' ICR; Unsecured Rating on Watch Neg.
-------------------------------------------------------------------
S&P Global affirmed its 'B-' issuer credit rating on Berwyn,
Pa.-based aircraft components, systems, and service provider
Triumph Group Inc., which is currently planning to refinance its
unsecured notes due 2021 and revolver borrowings with the proceeds
from new second-lien notes due 2024.
At the same time, S&P assigned a 'B' issue rating and '2' recovery
rating to the proposed $525 million second-lien notes due 2024, and
affirmed its 'B+' issue rating on the company's first-lien
revolver. The '1' recovery rating is unchanged. Meanwhile, the
rating agency placed the 'CCC+' issue rating on the company's
remaining unsecured notes on CreditWatch with negative
implications.
The affirmation reflects that the proposed transaction will
eliminate near-term maturities, but at the cost of higher interest
expense, which will lower already weak cash flows. Overall, the
company's risk and cost reduction efforts are bearing fruit,
resulting in improving earnings and credit ratios. S&P expects debt
to EBITDA to decline to 6.5x to 7.5x in fiscal 2020 (ending March
2020) from over 20x in fiscal 2019. However, cash flow will be weak
in fiscal 2020 and fiscal 2021 due to the repayment of advances and
outflows from programs that are ending (e.g. Boeing 747) or being
transitioned to other suppliers (e.g. Gulfstream G280).
The stable outlook reflects S&P's expectation that credit metrics
will improve in fiscal 2020, with debt to EBITDA declining to
6.5x-7.5x in fiscal 2020 from above 20x in fiscal 2019, although
cash flow will remain weak. The rating agency expects an
improvement because of production rate increases on certain growth
programs, new program wins, the transition of problem programs, and
the benefits of restructuring actions and other cost-cutting
initiatives. The need to repay customer advances and the drag of
remaining problem programs and operational issues somewhat offset
these positive factors.
"We could lower our ratings on Triumph if cash use in the next year
is higher than we expect, potentially due to further program
problems, reduced demand, or lost contracts, putting pressure on
liquidity. We could also lower ratings if these factors do not
result in lower leverage in fiscal 2020 and we believe the
company's leverage is unsustainable," S&P said.
"We could raise our ratings if debt to EBITDA declines below 7x and
we expect it to remain there and cash flow becomes sustainably
positive. This could come from earnings and cash flow improving
faster than we expect, likely due to higher-than-expected benefits
of restructuring and other cost-cutting actions," S&P said. "We
could also raise the rating if the company meaningfully reduces
leverage with the use of proceeds from divestitures and we don't
believe the transactions impair the firm's competitive position."
UFC HOLDINGS: S&P Lowers First-Lien Rating to 'B' on $465M Add-On
-----------------------------------------------------------------
S&P Global Ratings lowered the issue-level rating on Las
Vegas-based mixed martial arts promoter UFC Holdings LLC's
first-lien debt to 'B' from 'B+' and revised the recovery rating to
'3' from '2' as a result of the company's proposed add-on of $465
million to the first-lien term loan due 2026.
The lower ratings reflect higher first-lien debt and lower recovery
prospects for first-lien lenders in a hypothetical default
scenario. S&P expects the first-lien term loan to have $2.344
billion outstanding after the add-on. The recovery rating of '3'
indicates S&P's expectation for meaningful recovery (50%-70%;
rounded estimate: 55%) of principal in the event of a payment
default. UFC plans to use the add-on proceeds and balance sheet
cash to fully repay $537 million of preferred equity outstanding,
and to pay associated transaction fees.
The proposed transaction does not affect S&P's forecast for
adjusted debt to EBITDA, which is in the high-6x area in 2019 and
in the mid-6x area in 2020, because its debt adjustments already
incorporated the preferred equity as a debt-like obligation since
the time of UFC's acquisition by Endeavor Operating Co. LLC in
2016. Therefore, S&P's view of financial risk and leverage, and the
'B' issuer credit rating and stable outlook on UFC, are unchanged.
S&P expects the transaction to improve adjusted EBITDA coverage of
interest expense to mid-2x starting in 2020 from our previous 2x
forecast, primarily because of lower interest expense on the
first-lien term loan add-on compared to the preferred equity's
relatively high 13% paid-in-kind (PIK) interest accrual, which the
rating agency incorporated as interest expense. Conversely and for
the same reason, S&P expects the transaction to reduce adjusted
EBITDA coverage of cash interest expense to the mid-2x area
starting in 2020 from our previous mid-3x forecast.
"Our emergence valuation on UFC incorporates the current domestic
media rights agreement between the company and ESPN."
RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario contemplates a payment default
occurring in 2022 due to a substantial decline in UFC's cash flow
because of a combination of factors. These factors could
potentially include an inability to meet minimum event requirements
related to the ESPN media right agreements, poorly timed production
costs and investments, leveraging cash distributions to
shareholders, a failure to retain or recruit key performers,
increased competition from new entrants or alternative sports
categories, and unsuccessful new business ventures.
-- S&P assumes UFC would reorganize following a default and used
an emergence EBITDA multiple of 6.5x to value the company.
Simulated default assumptions
-- Year of default: 2022
-- EBITDA at emergence: $243 million
-- EBITDA multiple: 6.5x
-- Cash flow revolver: 85% drawn at default
Simplified waterfall
-- Net recovery value (after 5% administrative expense): $1.5
billion
-- Obligor/nonobligor valuation split: 100%/0%
-- Estimated secured commercial debtholder claims: $35.5 million
-- Estimated first-lien debt claims: $2.48 billion
-- Recovery range: 50%-70% (rounded estimate: 55%)
Note: All debt amounts include six months of prepetition interest.
WESTMORELAND COAL: Suit vs The New Mexican Remanded to State Court
------------------------------------------------------------------
District Judge Kenneth J. Gonzales denied removing parties
Westmoreland Coal Company, BHP Billiton New Mexico Coal, Inc., and
Public Service Company of New Mexico's Joint Motion to Transfer the
case captioned NEW MEXICO PUBLIC REGULATION COMMISSION, Plaintiff,
and PUBLIC SERVICE COMPANY OF NEW MEXICO, WESTMORELAND COAL
COMPANY, and BHP BILLITON NEW MEXICO COAL, INC.,
Plaintiffs-in-Intervention, v. THE NEW MEXICAN, INC.,
Defendant/Counter-plaintiff, v. NEW MEXICO PUBLIC REGULATION
COMMISSION, PUBLIC SERVICE COMPANY OF NEW MEXICO, WESTMORELAND COAL
COMPANY, and BHP BILLINTON NEW MEXICO COAL, INC.,
Counter-defendants, No. CV 18-1104KG/JHR (D.N.M.) to the United
States Bankruptcy Court for the Southern District of Texas Houston
Division and granted The New Mexican, Inc.'s and New Mexico Public
Regulation Commission's motions to remand to state court.
The underlying litigation began on August 6, 2015, when the NMPRC
filed an emergency TRO petition in New Mexico's First Judicial
District Court. NMPRC asked the state court to enjoin The New
Mexican from using or publishing certain confidential documents
from PNM. NMPRC had inadvertently disclosed the PNM documents
following The New Mexican's request for public records. PNM,
Westmoreland, and BHP intervened. They also wished to keep the
documents confidential.
On July 26, 2016, The New Mexican filed various counterclaims
against NMPRC, PNM, Westmoreland, and BHP. The New Mexican alleged
those defendants engaged in malicious abuse of process; violated
the First Amendment; and participated in a conspiracy. The New
Mexican sought declaratory relief and unspecified money damages.
The parties litigated in state court for over two years.
Section 1334 grants bankruptcy jurisdiction over three kinds of
proceedings: (1) those "arising under" Title 11 of the United
States Code; (2) those "arising in" a case under Title 11, and (3)
those "related to" a case under Title 11. The claims here were
filed in state court three years before the bankruptcy proceeding.
They do not arise under the Bankruptcy Code, nor did they arise in
the bankruptcy case.
After reviewing the record, it also does not appear that the claims
are sufficiently "related to" Westmoreland's bankruptcy case to
give rise to federal jurisdiction under Section 1334. An action is
"related to" the bankruptcy case if the outcome of the underlying
proceeding could impact the debtor's rights, liabilities, or the
administration of the estate. Here, Westmoreland's rights,
liabilities, and repayment obligations are governed by its
reorganization plan. The bankruptcy docket reflects that the plan
has already been confirmed. If Westmoreland becomes liable to PNM
and BHP for contribution at some point, it will not impact
Westmoreland. At most, the underlying litigation could impact the
distribution to one class of creditors, but any delay would likely
be immaterial in a case this size. Hence, the resolution of the
bankruptcy case does not -- as the removing parties argue -- turn
on the outcome of the underlying litigation.
Alternatively, even if the matter were "related to" the bankruptcy
case for purposes of Section 1334, it does not appear the Texas
Bankruptcy Court can enter a final judgment in the underlying
action. Stern v. Marshall held that absent consent by the
non-debtor parties, bankruptcy courts "lack[ ] the constitutional
authority to enter a final judgment on a state law counterclaim
that is not resolved in the process of ruling on a creditor's proof
of claim." The New Mexican does not consent to bankruptcy
jurisdiction. The New Mexican raised a state law counterclaim
against Westmoreland, PNM, and BHP. Those claims will not be
resolved in the claims-allowance process because The New Mexican
did not file a proof of claim in Westmoreland's bankruptcy case.
For these reasons, it does not appear the Texas Bankruptcy Court
has jurisdiction over, or authority to enter final judgments in,
the underlying action. Therefore, the action should be remanded to
state court, rather than transferred to the Texas Bankruptcy
Court.
A copy of the Court's Memorandum Opinion and Order dated April 9,
2019 is available at https://bit.ly/2k25sGC from Leagle.com.
New Mexico Public Regulation Commission, Plaintiff, represented by
Margaret K. Caffey-Moquin, NM Office of Superintendent of
Insurance, Michael Dickman, Law Office of Michael Dickman & Michael
Christian Smith, New Mexico Public Regulation Commission Office of
General Counsel.
Public Service Company of New Mexico, Intervenor Plaintiff,
represented by Dylan O'Reilly, Luke Salganek, Miller Stratvert PA &
Richard L. Alvidrez, Miller Stratvert PA.
Westmoreland Coal Company, Intervenor Plaintiff, represented by
Bradford C. Berge, Holland & Hart LLP.
BHP Billiton New Mexico Coal, INC, Intervenor Plaintiff,
represented by Martha G. Brown, Modrall Sperling & Paul M. Fish ,
Modrall Sperling Roehl Harris & Sisk PA.
The New Mexican, Inc, Defendant, represented by Victor R. Marshall,
Victor R. Marshall & Associates, P.C.
The New Mexican, Inc, Counter Claimant, represented by Victor R.
Marshall, Victor R. Marshall & Associates, P.C.
New Mexico Public Regulation Commission, Counter Defendant,
represented by Margaret K. Caffey-Moquin, NM Office of
Superintendent of Insurance, Michael Dickman, Law Office of Michael
Dickman & Michael Christian Smith, New Mexico Public Regulation
Commission Office of General Counsel.
Public Service Company of New Mexico, Counter Defendant,
represented by Dylan O'Reilly, Luke Salganek, Miller Stratvert PA &
Richard L. Alvidrez, Miller Stratvert PA.
Westmoreland Coal Company, Counter Defendant, represented by
Bradford C. Berge, Holland & Hart LLP.
BHP Billiton New Mexico Coal, INC, Counter Defendant, represented
by Martha G. Brown, Modrall Sperling & Paul M. Fish , Modrall
Sperling Roehl Harris & Sisk PA.
About Westmoreland Coal Company
Based in Englewood, Colorado, Westmoreland Coal Company
(otcmkts:WLBA) -- http://www.westmoreland.com/-- is an independent
coal company based in the United States. The Company produces and
sells thermal coal primarily to investment grade utility customers
under long-term, cost-protected contracts. Its focus is primarily
on mine locations which allow it to employ dragline surface mining
methods and take advantage of close customer proximity through
mine-mouth power plants and strategically located rail
transportation. At Dec. 31, 2017, the Company's U.S. coal
operations were located in Montana, Wyoming, North Dakota, Texas,
New Mexico and Ohio, and its Canadian coal operations were located
in Alberta and Saskatchewan. The Company sold 49.7 million tons of
coal in 2017.
Westmoreland Coal reported a net loss applicable to common
shareholders of $71.34 million for the year ended Dec. 31, 2017, a
net loss applicable to common shareholders of $27.10 million for
the year ended Dec. 31, 2016, and a net loss applicable to common
stockholders of $213.6 million for the year ended Dec. 31, 2015.
As of June 30, 2018, the Company had $1.45 billion in total assets,
$2.14 billion in total liabilities and a total deficit of $686.2
million.
Westmoreland Coal Company and 36 affiliates filed voluntary Chapter
11 petition (Bankr. S.D. Tex. Case No. 18-35672) on Oct. 9, 2018.
The Debtors tapped Jackson Walker LLP and Kirkland & Ellis LLP and
Kirkland & Ellis International LLP as their legal counsel;
Centerview Partners LLC as financial advisor; Alvarez & Marsal
North America, LLC as restructuring advisor; PricewaterhouseCoopers
LLP as consultant; and Donlin, Recano & Company, Inc. as notice and
claims agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Oct. 19, 2018. The Committee tapped Morrison
& Foerster LLP and Cole Schotz P.C. as its legal counsel.
Judge David Jones of the Bankruptcy Court for the Southern District
of Texas on March 2, 2019, confirmed the Amended Joint Chapter 11
Plan of Westmoreland Coal Company, et al. Moreover, pursuant to the
Confirmation Order, debtor Westmoreland Mining LLC is renamed to
Old Westmoreland Mining LLC effective as of March 8, 2019.
WOW WEE: Discloses Objection to C. Comeaux's $238K Claim
--------------------------------------------------------
Wow Wee, LLC, filed a second amended disclosure statement
explaining its Chapter 11 plan to disclose information about its
past and present management, prepetition operation, significant
postpetition events, the proof of claim of Charles F. Comeaux, the
complaint to recover damages and for disallowance of claim, and
postpetition operations.
On February 1, 2019, Mr. Comeaux filed a Proof of Claim, in the
amount of $238,911.38,
against the Debtor. On August 16, 2019, Debtor filed an Objection
to this Claim. The Debtor also filed a Complaint to Recover
Damages and to Disallow Claim in proceedings entitled “Wow Wee,
LLC v. Charles F. Comeaux”, bearing Adversary Proceeding Number
19-01125 on the Court’s docket. In the Complaint, Wow Wee
asserts that it is entitled to recover damages from Mr. Comeaux
sustained as result of his actions and conduct, as a former
co-manager and current member of Wow Wee, which actions and conduct
comprise and consist of, but were not limited to, the breach of his
fiduciary duty to Wow Wee, the tortious interference with the
business relationships and operations of Wow Wee, breach of
contract or the Operating Agreement of Wow Wee, and bad faith in
connection with the submission of a Proof of Claim filed in this
case by Mr. Comeaux.
Class 6 - general Allowed Unsecured non-priority Claims are
impaired. Each of the Allowed Unsecured Claims of the Creditors in
Class 6 shall be paid, without interest, from the Plan Distribution
Account, on a pro rata basis, after payment of (i) Class 1 Claims
(i.e., Administrative Expense Claims), (ii) the monthly Plan
payments required to Class 2 Creditors (i.e., the IRS and the
LADR), (iii) the monthly Plan payments to Class 3 Creditors (none
known at present), (iv) the monthly Plan payments required to the
Class 4 Creditor (i.e., CFR), and (v) the monthly Plan payments
required to Class 5 Creditors (i.e., currently only the IRS) under
the Plan. Debtor shall make deposits of 90% of the Debtor’s Net
Income into the Plan Distribution Account and these deposits shall
commence once there is Net Income remaining for any month during
the term of the Plan after payment of (i) the Class 1 Claims (i.e.,
Administrative Expense Claims), (ii) the monthly Plan payments
required to Class 2 Creditors (i.e., the IRS and the LADR), (iii)
the monthly Plan payments required to Class 3 Creditors (none known
at present), (iv) the monthly Plan payments required to the Class 4
Creditor (i.e., CFR), and (v) the monthly Plan payments required to
Class 5 Creditors (i.e., only the IRS as present) under the Plan.
Class 4 - Claims of CFR are impaired. The Debtor will pay this
creditor's Claims for any and all sums due under the Factoring
Agreement in accordance with terms and provisions of the Factoring
Agreement. As to the Note, the balance due on the Note is
approximately $29,679.93, as of February 2, 2019, and the Debtor
will pay the balance due under the Note in monthly installments of
$1,500.00 each until the balance due thereon is paid in full.
The Plan contemplates the Debtor's retaining the real property on
which it conducts its business operations (i.e., the Cut Off
Property), which property is mortgaged to CFR. The Plan also
contemplates the Debtor continuing its operations (i.e., the
production and sale of its sauces, on a wholesale basis, to its
customers). The Debtor will continue to factor or sell its
receivables to CFR, if necessary or as needed, post-Confirmation
and in accordance with the provisions of that certain prepetition
Factoring Agreement executed by and between the Debtor and CFR. The
monies generated or Net Income generated from the Debtor’s
business operations over a period of sixty (60) months
post-Effective Date shall be utilized to pay the Claims of
Creditors as set forth in the Plan.
A full-text copy of the Disclosure Statement dated September 4,
2019, is available at https://tinyurl.com/yy2psdma from
PacerMonitor.com at no charge.
About Wow Wee
The business of Wow Wee, LLC, consists of the wholesale and retail
sale of various "dipping sauces" that it produces at its facility
in Cut Off, Louisiana.
Wow Wee, LLC, filed a voluntary petition for relief under Chapter
11 of Title 11, United States Code (Bankr. E.D. La. Case No.
18-12729) on Oct. 12, 2018, estimating under $1 million in assets
and liabilities. Darryl T. Landwehr, Esq., at Landwehr Law Firm,
is the Debtor's counsel.
YA-CHUAN LEE: $400K Sale of Gardena Property to Morales Approved
----------------------------------------------------------------
Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central
District of California authorized Ya-Chuan Victor Lee's sale of the
real property located at 1820 W. 146th ST., Unit "F," Gardena,
California to Juan and Maribel Morales for $400,000.
A hearing on the Motion was held on Sept. 4, 2019 at 11:00 a.m.
The sale is free and clear of the liens of Bank of New York Mellon,
Chase, and the Los Angeles County Tax Collector because the sale
price of the Gardena Property exceeds the aggregate value of the
liens, with such claims, liens, interests, and encumbrances to
immediately attach to the sale proceeds with the same priority,
validity and scope as such liens, claims and interests exist as to
the Property, and said liens will be paid in full directly through
escrow from the sales proceeds. The sale is free and clear of the
Complete Business Solutions Group ("CBSG") lien, because it has
been avoided and no longer attaches to the Property.
The Debtor is authorized to pay from the sales proceeds, a) normal
closing costs, b) real estate broker(s) commission in the amount of
6% of the Sales Price, and c) amounts due to Bank of New York
Mellon, Chase, and the Los Angeles County Tax Collector pursuant to
their liens against the Gardena Property.
Subsequent to entry of an Order on the Debtor's Motion, Chase, by
and through its counsel of record, will provide an updated formal,
written payoff demand to the Debtor, the Debtor's counsel and the
designated escrow officer with respect to Chase's Claim.
Chase's claim is undisputed and will be paid in full, directly from
escrow from the proceeds of the sale as a second position secured
Creditor in accordance with the terms and provisions of its payoff
demand provided.
If the Debtor disputes any amounts set forth in any payoff demand
provided by Chase, the Debtor will identify the amounts in dispute
in writing at least 24 hours prior to any close of escrow. The
Debtor will immediately release to Chase any and all funds not
alleged to be disputed, and hold and reserve in escrow the amount
disputed, along with the remaining excess sale proceeds over and
above Chase's payoff demand pending the release of any such
Disputed Amount pursuant to written stipulation between the parties
submitted to escrow without further order of the Court, or pursuant
to Order of the Court after notice and hearing.
Chase's lien will immediately attach to the sale proceeds with the
same force and effect, and in the same priority, validity and scope
as its lien with respect to the Subject Property, and Chase's claim
will continue to accrue interest at its per diem rate and fees and
costs in any payoff demand provided until said claim is paid off in
full.
Prior to any scheduled closing of escrow, the counsel for Chase
will be authorized to obtain a copy of the estimated HUD‐1
Settlement/Closing Statement for review and approval.
Chase's right to require an updated payoff demand prior to any
close of escrow to ensure its claim is paid in full is preserved.
Chase's right to seek a motion for relief from the automatic stay
in the event the sale is not consummated for any reason, or there
is a breach of the Cash Collateral Stipulation, is preserved.
Ya-Chuan Victor Lee sought Chapter 11 protection (Bankr. C.D.
Calif. Case No. 19-13763) on April 3, 2019. The Debtor tapped
Marcus G. Tiggs, Esq., at Bayer Wishman & Leotta as counsel.
[*] BDO USA Says Store Closures Skyrocket in First Half of 2019
---------------------------------------------------------------
The pace of retail bankruptcies and store closures in the U.S. has
accelerated so far this year compared with 2018, due in part to
last year's lackluster holiday shopping season, BDO USA LLP said
Sept. 12, 2019 in its bi-annual bankruptcy update.
More retail bankruptcy filings are expected in the second half of
the year, and bricks-and-mortar stores will continue to close at a
higher rate, according to professional services firm BDO USA LLP.
"The 2018 holiday season failed to meet expectations, with December
retail sales dropping 1.6% from the month prior—the weakest sales
performance since December 2009. Last year’s lackluster holiday
season contributed to 10 retailers filing for bankruptcy in
2019’s first quarter alone, including Payless, Gymboree and
Charlotte Russe. The bankruptcies of just these three retailers led
to the closure of roughly 3,700 stores. Several retailers also
filed in July and August, including Charming Charlie, Barney's,
A'gaci and Avenue Stores," the BDO report said.
"Beyond the 2018 holiday season, other factors including tax
reform’s after-effects, trade tariffs, January's historic
government shutdown and inclement weather challenged some
brick-and-mortar retailers in the first half of 2019."
According to BDO, one notable trend that signals the strain on
retailers in the first half of the year is that U.S. companies have
announced over 42,000 job cuts, with most of these job losses in
the retail sector. The 2019 job cuts are already 20% higher than
all bankruptcy-related job losses in 2018 and larger than the
annual totals in any year since 2009, according to a report by
outplacement firm Challenger, Gray & Christmas.
Retailers of all scale and size have closed a combined 7,000 stores
so far this year, already exceeding all prior full years. For 2018
overall, total store closures were just under 6,000, while
Coresight Research predicts over 12,000 stores will be closed this
year. These closures result from a combination of retailers going
out of business and others reducing their physical footprint.
A full-text copy of the report is available at:
https://is.gd/wqitiG
"Despite the large number of bankruptcy filings and store closures,
overall retail sales remained solid through the first half of 2019
and continue to show positive signs, thanks to a strong economy,
record low unemployment (currently 3.7%), and rising wages. While
positive economic factors lead us to believe that the risk of a
significant downturn in the retail sector is slim for the remainder
of 2019, retailers should remain cautious heading into 2020," BDO
said.
[^] BOOK REVIEW: Macy's for Sale
--------------------------------
Author: Isadore Barmash
Paperback: 180 pages
List price: $34.95
Review by Henry Berry
Order your personal copy today at
http://www.beardbooks.com/beardbooks/macys_for_sale.html
Isadore Barmash writes in his Prologue, "This book tells the story
of Macy's managers and their leveraged buyout, the newest and most
controversial device in the modern financial armament" when it took
place in the 1980s. At the center of Barmash's story is Edward S.
Finkelstein, Macy's chairman of the board and chief executive
office. Sixty years old at the time, Finkelstein had worked for
Macy's for 35 years. Looking back over his long career dedicated to
the department store as he neared retirement, Finkelstein was
dismayed when he realized that even with his generous stock
options, he owned less than one percent of Macy's stock. In the 185
years leading up to his unexpected, bold takeover, Finkelstein had
made over Macy's from a run-of-the-mill clothing retailer into a
highly profitable business in the lead of the lucrative and growing
fashion and "lifestyle" field.
To aid him in accomplishing the takeover and share the rewards with
him, Finkelstein had brought together more than three hundred of
Macy's top executives. To gain his support for his planned
takeover, Finkelstein told them, "The ones who have done the job at
Macy's are the ones who ought to own Macy's." Opposing Finkelstein
and his group were the Straus family who owned the lion's share of
Macy's and employees and shareholders who had an emotional
attachment to Macy's as it had been for generations, "Mother
Macy's" as it was known. But the opponents were no match for
Finkelstein's carefully laid plans and carefully cultivated
alliances with the executives. At the 1985 meeting, the
shareholders voted in favor of the takeover by roughly eighty
percent, with less than two percent opposing it.
The takeover is dealt with largely in the opening chapter. For the
most part, Barmash follows the decision making by Finkelstein, the
reorganization of the national company with a number of branches,
the activities of key individuals besides Finkelstein, Macy's moves
in the competitive field of clothing retailing, and attempts by the
new Macy's owners led by Finkelstein to build on their successful
takeover by making other acquisitions. Barmash allows at the
beginning that it is an "unauthorized book, written without the
cooperation of the buying group." But as he quickly adds, his
coverage of Macy's as a business journalist and his independent
research for over a year gave him enough knowledge to write a
relevant and substantive book. The reader will have no doubt of
this. Barmash's narrative, profiles of individuals, and analysis of
events, intentions, and consequences ring true, and have not been
contradicted by individuals he writes about, subsequent events, or
exposure of material not public at the time the book was written.
First published in 1989, the author places the Macy's buyout in the
context of the business environment at the time: the aggressive,
largely laissez-faire, Reagan era. Without being judgmental, the
author describes how numerous corporations were awakened from their
longtime inertia, while many individuals were feeling betrayed,
losing jobs, and facing uncertain futures. Isadore Barmash, a
veteran business journalist and author, was associated with the New
York Times for more than a quarter-century as business-financial
writer and editor. He also contributed many articles for national
media, Reuters America, and the Nihon Kenzai Shimbun of Japan. He
has published 13 books, including a novel and is listed in the 57th
edition of Who's Who in America.
*********
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
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then-ending.
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Point your Web browser to http://TCRresources.bankrupt.com/and use
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
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Copyright 2019. All rights reserved. ISSN: 1520-9474.
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