/raid1/www/Hosts/bankrupt/TCR_Public/191009.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, October 9, 2019, Vol. 23, No. 281
Headlines
360 MORTGAGE: Voluntary Chapter 11 Case Summary
711 PARK: Oct. 24 Auction of Brooklyn Commercial Condo Unit 1A Set
ABSOLUT FACILITIES: DOJ Watchdog Seeks Ch. 11 Trustee Appointment
ADVANCED GREEN INNOVATIONS: Hires Jaburg & Wilk as Special Counsel
ADVANCED GREEN INNOVATIONS: Hires Michael Carmel as Bankr. Counsel
AERO-MARINE: Commercial Lease with Gulf Realty Approved
AGERA ENERGY: Files Chapter 11 Bankruptcy Petition
ALTADENA LINCOLN: Court Approves J. Rund Ch. 11 Trustee Appointment
AMANECER PRIMARY: PCO Files 2nd Interim Client Care Report
AMIR SAFAKISH: $1M sale of Morgan Hill Property Approved
APPALACHIAN CHRISTIAN: Fitch Lowers Rating on $18MM Bonds to B-
ARAL RESTAURANT: Seeks Access to Cash Collateral Through Dec. 31
ARTHUR AVERY: $230K Sale of Lake Wales Property Approved
AT HOME HOLDING III: Moody's Lowers CFR to B2, Outlook Stable
BLACKJEWEL LLC: $16.2M Sale of All Western Assets to Eagle Approved
BLUEBIRD SAND: Closing of $4.8M Sale of All Assets Moved to Nov. 12
BRICOR LLC: Transfer of Collateral to Duhon Machinery Approved
BRIGGS & STRATTON: Moody's Lowers Sr. Unsec. Notes to Caa1
BUCKEYE PARTNERS: Fitch Corrects October 3 Ratings Release
CAH ACQUISITION 5: PCO Files 2nd Interim Report
CALAMP CORP: Egan-Jones Lowers Sr. Unsecured Ratings to B-
CAMBER ENERGY: Lineal Regains Major Customer Lost by Prior Owner
CARESTREAM HEALTH: Moody's Alters Outlook on B3 CFR to Stable
CENTINELA VALLEY: Disclosures Approved; Plan Hearing Dec. 12
CHARLOTTE RUSSE: Exclusivity Period Extended Until Dec. 2
CONSOLIDATED INFRASTRUCTURE: Needs More Time to Formulate Exit Plan
CR COMMERCIAL: Exclusivity Period Extended Until Nov. 15
DATUM TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
DELUXE ENTERTAINMENT: Stroock Represents Secured Lenders Group
DOUBLE L FARMS: Seeks Final Authorization on Cash Collateral Use
DPW HOLDINGS: Removes Shareholder Ability to Call a Special Meeting
EB HOLDINGS II: Unsecureds to Be Paid in Full in One Year
ELK PETROLEUM: Asks Court to Extend Exclusivity Period to Dec. 18
ERNEST VICKNAIR: DA's $22K Sale of Thibodaux Property Approved
FAMILY SERVICES I: Michael R. Ruffenach Tapped as Bankr. Counsel
FGI ACQUISITION: Moody's Assigns B3 CFR, Outlook Stable
FIRST FLORIDA: U.S. Trustee Appoints M. Milliken as Ombudsman
FOOT AND ANKLE: May Continue Using Cash Collateral Through Oct. 25
GARDA WORLD: S&P Affirms 'B' Issuer Credit Rating; Outlook Stable
GEORGE WASHINGTON BRIDGE: Case Summary & Top Unsecured Creditors
GOMEZ $ GLOBAL: Seeks Authority to Use Cash Collateral
GREAT SMOKY: Sale of Interest in 3 Krystal Restaurants to WAC OK'd
GREEN FIELDS SCHOOL: C. O'Brien Named Ombudsman
GREEN FIELDS: 75% to 95% Recovery for Unsecureds Under Plan
HAGUE TEXTILE: Seeks to Hire Madoff & Khoury as Legal Counsel
HENRY ANESTHESIA: Taps Jones & Walden as Legal Counsel
HESS INFRASTRUCTURES: Fitch Puts BB LT IDR on Rating Watch Pos.
HUNTSINGER VENTURES: Taps Langley & Banack as Legal Counsel
IMR SECURITY: Gets Court Approval to Hire Accountant
IMR SECURITY: Gets Court Approval to Hire Bankruptcy Attorney
INPIXON: Chris Wiegand Lowers Stake to 4.8% as of Sept. 13
JM GRAIN: Authorized to Use Cash Collateral Through Dec. 31
JOYNTURE 417: Taps McCullough Eisenberg as Legal Counsel
KELLY GRAINGER: $172K Sale of Waxhaw Property to NCDOT Approved
LASV INC: Nov. 21 Hearing on Disclosure Statement
LASV INC: Plan Contemplates Assets Sales in 6 Months
LNB-002-2013: Has Until Jan. 27 to Exclusively File Chapter 11 Plan
LONGHORN JUNCTION: Land Sales to Fund Full-Payment Plan
LOOT CRATE: Ombudsman Files Report on PII
MARION COUNTY HSD: Moody's Affirms Ba1 Rating on $6MM GOULT Debt
MEDCOAST MEDSERVICE: T. Stacy Named Patient Care Ombudsman
MEDICAL DEPOT: S&P Lowers ICR to 'D' on Distressed Exchange
MICHAEL MCIVOR: Nov. 13 Hearing on Disclosure Statement
MILLERBERND SYSTEMS: Sale Automation & Lighting Parts Approved
MLW LLC: $1.5M Sale of South Boynton Beach Property Approved
MORGAN DIRTWORKS: Seeks Access to American Nation Cash Collateral
MS SUPPLY: Says Not Health Care Business, No Ombudsman Necessary
NEWS-GAZETTE: L. Salazar Named Consumer Privacy Ombudsman
ONE CALL: S&P Cuts Long-Term ICR to 'CC'; Rating on Watch Negative
PACIFIC CONSTRUCTION: Seeks More Time to File Bankruptcy Plan
PALM BEACH BRAIN: Allowed to Use Cash Collateral on Interim Basis
PALM BEACH BRAIN: Court Finds PCO Appointment Not Necessary
PARSLEY ENERGY: Moody's Hikes CFR to Ba2, Outlook Stable
PERFORMANCE POOL: $2.1K Sale of 2004 Ford E350 SD Van Approved
PHYLLIS HANEY: $25K Sale of Beaver Falls Property Confirmed
PIER 3 BUILDERS: Gets Final Nod on Cash Collateral Use Thru Feb. 14
PLATTSBURGH MEDICAL: PCO Files 2nd Report
PRC ACQUISITION: Voluntary Chapter 11 Case Summary
QUADRIGA FINTECH: CEO's Widow Agrees to Return C$12 Million
QUALITY MEATS: Seeks More Time to Review Tax Claims, File Plan
RECREATE MED: Unsecureds to Recover 10 Cents on Dollar
RED VENTURES: Fitch Affirms 'B+' Issuer Default Rating
REGIONAL MEDICAL: Taps Wetzel Gagliardi as Legal Counsel
RENAISSANCE HEALTH: Exclusivity Period Extended Until Oct. 17
REPUBLIC METALS: Has Not Paid 503(b)(9) Claimants in Full, Says UST
ROBERT MATTHEWS: $400K Sale of Naugatuck to the Borough Approved
RON S. ARAD: $1.3M Sale of Yorba Linda Property to Shukla Approved
RYERSON HOLDING: Fitch Assigns B+ IDR, Outlook Stable
SANA INDUSTRIES: Unsecureds to Recover 100% Without Interest
SANTA FE IMPORTS: Taps Askew & Mazel as Legal Counsel
SEAWALK INVESTMENTS: Exclusivity Period Extended Until Jan. 15
SKY-SKAN INC: May Continue Using Cash Collateral Through Dec. 27
SPORTCO HOLDINGS: Taps Hilco to Collect Accounts Receivables
ST. JOHN PENTECOSTAL: Needs Time to Obtain Refinancing, File Plan
ST. JUDE NURSING: PCO Files Report for Aug. 7 to Sept. 19
ST. JUDE NURSING: PCO Files Report for Sept. 19 to 27
STRONGHOLD INSURANCE: Ch. 15 Recognition Hearing Set for Oct. 23
SUZANNE FERRY: $899K Sale of St. Pete Beach Property Approved
THINK FINANCE: Court Approves Disclosure Statement
TIGER OAK MEDIA: Case Summary & 20 Largest Unsecured Creditors
TOWNSQUARE MEDIA: Moody's Affirms B2 CFR, Outlook Stable
USA COMPRESSION: Fitch Affirms BB- LongTerm IDR, Outlook Stable
VALSPAR CORP: Egan-Jones Withdraws B Local Curr. Unsec. Rating
VIPER ENERGY: Fitch Assigns BB- LongTerm IDR, Outlook Stable
VIPER ENERGY: Moody's Assigns Ba3 CFR, Outlook Stable
VIPER ENERGY: S&P Assigns BB+ ICR; Outlook Positive
WELDED CONSTRUCTION: Exclusivity Period Extended Until Dec. 16
WESTBANK CONSTRUCTION: Case Summary & 17 Unsecured Creditors
WHITEWATER/EVERGREEN: Court Approves Disclosure Statement
WOODARD EVENTS: Unsecureds to Recover 10 Cents on Dollar
WORSHIP CENTER: Seeks to Extend Exclusivity Period to Jan. 31
YCO TULSA: PCO Files Initial Report
[*] Claims Trading Report for September 2019
*********
360 MORTGAGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 360 Mortgage Group, LLC
d/b/a VA Loan Authority
d/b/a 360 Reverse Mortgage
6500 River Place Boulevard
Building 7, Suite 250
Austin, TX 78730
Business Description: 360 Mortgage Group, LLC provides mortgage
services.
Chapter 11 Petition Date: October 7, 2019
Court: United States Bankruptcy Court
Western District of Texas (Austin)
Case No.: 19-11375
Judge: Hon. Tony M. Davis
Debtor's Counsel: Lynn H. Butler, Esq.
HUSCH BLACKWELL LLP
111 Congress Avenue, Suite 1400
Austin, TX 78701
Tel: (512) 479-9758
(512) 472-5456
Fax: (512) 226-7318
E-mail: lynn.butler@huschblackwell.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Andrew WeissMalik, chief operating
officer.
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/txwb19-11375.pdf
711 PARK: Oct. 24 Auction of Brooklyn Commercial Condo Unit 1A Set
------------------------------------------------------------------
Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern
District of New York authorized 711 Park Pl Realty, LLC's bidding
procedures in connection with the auction sale of the real property
located at, and known as, 1448 Bedford Avenue, Unit 1A, Brooklyn,
New York.
The hearings on the Motion were held on Aug. 7, 2019 at 2:30 p.m.
and on Aug. 28, 2019.
The 363 Sale of the property will take place on Oct. 24, 2019.
The salient terms of the Bidding Procedures are:
a. Initial Bid: $825,000
b. Deposit: $82,500
c. Auction: The auction sale will be conducted on Oct. 24,
2019 at 11:00 am at the New York LaGuardia Airport Marriott located
at 102-05 Ditmars Blvd, East Elmhurst, NY 11369 by its Broker.
d. Bid Increments: $10,000
e. Sale Hearing: Oct. 30, 2019 at 3:00 p.m.
f. Any closing will take place no later than 30 days from the
363 Sale or Nov. 30, 2019.
Following the 363 Sale, the Debtor must submit file an affirmation
to confirm the results of the 363 Sale of the Property.
The form of Terms of Sale and the form of the Notice of Sale are
approved for use.
The Debtor will cause notice of the 363 Sale to be published at
least once in an appropriate publication pursuant to Bankruptcy
Rule 2002(l).
In event the Property is sold to any party other than the Secured
Creditor, 1448 Bedford Funding, L.P., after payment of expenses of
the sale, the sale proceeds will be distributed within five days
after the closing to 1448 Bedford. If the sale proceeds exceed the
full amount due on 1448 Bedford's claim, any surplus will be
returned to the Debtor's Estate.
A copy of the Bidding Procedures attached to the Order is available
for free at:
http://bankrupt.com/misc/711_Park_47_Order.pdf
About 711 Park Pl Realty LLC
711 Park Pl Realty, LLC is privately held company in Brooklyn, New
York engaged activities related to real estate. It owns a
commercial condominium space currently valued at $1.40 million.
The Debtor sought Chapter 11 protection (Bankr. E.D. N.Y. Case No.
18-47120) on Dec. 12, 2018. In the petition signed by Alfred
Lawrence Francis, member, the Debtor disclosed total assets at
$1,556,807 and $683,250 in debt. The case is assigned to Carla E.
Craig. The Debtor tapped Daniel M O'Hara, Jr., Esq., at
McLoughlin, O'Hara, Wagner & Kendall LLP as counsel.
ABSOLUT FACILITIES: DOJ Watchdog Seeks Ch. 11 Trustee Appointment
-----------------------------------------------------------------
William K. Harrington, United States Trustee for Region 2, filed an
application seeking entry of an order under 11 U.S.C. Section 1104,
appointing a Chapter 11 operating trustee for Absolut Facilities
Management, LLC, and its debtor affiliates.
Post-petition, New York State authorized the closure of a
skilled-nursing facility. The closure of the facility is not in
the ordinary course of the Debtors' business, and the United States
Trustee submits that management cannot act unilaterally to close
the facility.
While the Debtor has now sought Bankruptcy Court approval for the
closure, it appears based upon information from the landlord, that
the number of patients currently housed has decreased rapidly.
The landlord has moved for a temporary restraining order and the
appointment of a chapter 11
trustee, arguing that the rapid closure evidences a failure to take
into account the economic and human consequences of the closure,
demonstrates mismanagement and self-dealing and is cause for the
appointment of an operating trustee.
Similarly, the level of animosity among the parties including a
lack of trust that current management can perform its statutory
functions, constitutes cause for the appointment of an operating
trustee as in the best interests of creditors.
Not only does the Debtors' apparent mismanagement and self-dealing
constitute cause for the appointment of a trustee, but it also
appears that the parties in interest distrust management. As such,
to protect the interests of all constituencies, creditors, patients
and employees the Debtors' cases require the services of an
independent fiduciary, the U.S. Trustee asserts.
Accordingly, the U.S. Trustee asks the Court to direct the
appointment of a Chapter 11 trustee.
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.
The Office of the U.S. Trustee on Oct. 3, 2019, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Absolut Facilities Management, LLC and
its affiliates.
ADVANCED GREEN INNOVATIONS: Hires Jaburg & Wilk as Special Counsel
------------------------------------------------------------------
Advanced Green Innovations, LLC, Zhro Power, LLC and Zhro
Solutions, LLC, request permission from the U.S. Bankruptcy Court
for the District of Arizona to employ the law firm of Jaburg &
Wilk, P.C. as special counsel to the Debtors.
The professional services the Firm is to render are:
(a) To give the Debtors-in-Possession legal advice with respect
to their business dealings with customers, potential customers, and
vendors;
(b) To prepare on behalf of the Debtors-in-Possession contracts,
correspondence, and documents related to their customers, potential
customers and vendors; and
(c) To perform other legal services for the
Debtors-in-Possession which may be necessary in relation to their
businesses, customers, potential customers, and vendors, and it is
necessary for the Debtors-in-Possession to employ an attorney for
such professional services.
Neal H. Bookspan and Laura A. Rogal will lead the Firm's
engagement. Bookspan's hourly rates is $450 and Rogal's hourly
rate is $300.
Bookspan attests that the Firm does not hold or represent any
interest adverse to the Debtors or the estates, except for legal
fees incurred, and the Firm's employment would be to the best
interest of the Debtors' estates. The Firm has no connection with
the creditors or any other party in interest, or any of their
respective attorneys, or any person employed in the Office of the
United States Trustee.
About Advanced Green
Advanced Green Innovations LLC and its subsidiaries are clean
energy companies developing and commercializing an array of green
technologies.
Advanced Green Innovations, LLC, ZHRO Power, LLC, and ZHRO
Solutions, LLC, sought Chapter 11 protection (Bankr. D. Ariz. Case
No. 19-11766, 19-11768, and 19-11771) on Sept. 16, 2019.
In the petitions signed by Terry Kennon, president, Advanced Green
and ZHRO Solutions were each estimated to have up to $50,000 in
assets and $1 million to $10 million in liabilities; and ZHRO Power
was estimated to have up to to $50,000 in assets and $10 million to
$50 million in liabilities.
Michael W. Carmel, Ltd., is the Debtors' counsel.
The Debtors hired as special counsel:
Neal H. Bookspan, Esq.
Laura A. Rogal, Esq.
Jaburg & Wilk, P.C.
3200 N. Central Avenue, Suite 2000
Phoenix, AZ 85012
Tel: (602) 248-1000
Fax: (602) 248-0522
E-mail: nhb@jaburgwilk.com
lar@jaburgwilk.com
Counsel for CH4 Power, LLC, the DIP Lender, and the Ad Hoc
Committee of Creditors are Thomas J. Salerno, Esq., Alisa C. Lacey,
Esq., Christopher C. Simpson, Esq., and Anthony P. Cali, Esq., at
Stinson LLP.
ADVANCED GREEN INNOVATIONS: Hires Michael Carmel as Bankr. Counsel
------------------------------------------------------------------
Advanced Green Innovations, Zhro Power, and Zhro Solutions ask for
approval from the U.S. Bankruptcy Court of the District of Arizona
to hire the law firm of Michael W. Carmel, Ltd. as their bankruptcy
counsel.
The professional services that the Firm is to render are:
(a) To give the Debtors-in-Possession legal advice with respect
to its powers and duties in these proceedings;
(b) To prepare on behalf of the Debtors-in-Possession the
necessary applications, answers, orders, reports and other legal
papers; and
(c) To perform all other legal services for the
Debtors-in-Possession which may be necessary herein and is
necessary for the Debtors-in-Possession to employ an attorney for
such professional services.
Michael W. Carmel charges an hourly rate of $600 for his services.
Paralegals bill $135.00 per hour.
Carmel attests that his Firm does not hold or represent any
interest adverse to the Debtors or the estates, except for legal
fees incurred, and the employment would be to the best interest of
the estates. The Firm has no connection with the creditors or any
other party in interest, or any of their respective attorneys, or
any person employed in the Office of the United States Trustee.
About Advanced Green
Advanced Green Innovations LLC and its subsidiaries are clean
energy companies developing and commercializing an array of green
technologies.
Advanced Green Innovations, LLC, ZHRO Power, LLC, and ZHRO
Solutions, LLC, sought Chapter 11 protection (Bankr. D. Ariz. Case
No. 19-11766, 19-11768, and 19-11771) on Sept. 16, 2019.
In the petitions signed by Terry Kennon, president, Advanced Green
and ZHRO Solutions were each estimated to have up to $50,000 in
assets and $1 million to $10 million in liabilities; and ZHRO Power
was estimated to have up to to $50,000 in assets and $10 million to
$50 million in liabilities.
Michael W. Carmel, Ltd., is the Debtors' counsel. The Debtors
hired Jaburg & Wilk, P.C. as special counsel.
Counsel for CH4 Power, LLC, the DIP Lender, and the Ad Hoc
Committee of Creditors are Thomas J. Salerno, Esq., Alisa C. Lacey,
Esq., Christopher C. Simpson, Esq., and Anthony P. Cali, Esq., at
Stinson LLP.
AERO-MARINE: Commercial Lease with Gulf Realty Approved
-------------------------------------------------------
Judge Caryl E. Delano of the Bankruptcy Court for Middle District
of Florida authorized Aero-Marine Technologies, Inc., to enter into
the commercial lease with Gulf Realty Rentals, Inc. for the lease
of the office space located at Seafoam Village, 2800 Placida Road,
Unit 103, Englewood, Florida.
A hearing on the Motion was held on Sept. 25, 2019 at 10:30 a.m.
The sale is free and clear of any and all liens, claims,
encumbrances and interests.
The Debtor is authorized to pay the Landlord a security deposit in
the amount of $881.
About Aero-Marine Technologies
Aero-Marine Technologies, Inc. --
https://www.aero-marinetechnologies.com/ -- provides total support
for waste and water system components found on Boeing, Airbus and
Embraer aircraft. Aero-Marine Technologies is a full-service
Maintenance, repair and overhaul (MRO) with a worldwide customer
base.
Aero-Marine Technologies sought bankruptcy protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07547) on
Aug. 9, 2019. The Debtor's case is jointly administered to that of
Joseph N. Vaughn and Theresa L. Vaughn.
In the petition signed by Joseph N. Vaughn, president,
Aero-Marine's assets are estimated at $500,000 to $1 million, and
its liabilities at $1 million to $10 million.
The Hon. Caryl E. Delano is the case judge.
Stitchler, Riedel, Blain & Postler, P.A. is the Debtor's legal
counsel.
AGERA ENERGY: Files Chapter 11 Bankruptcy Petition
--------------------------------------------------
Agera Energy and its affiliates have filed for chapter 11
bankruptcy protection in the United States Bankruptcy Court,
Southern District of New York and is facilitating an asset sale to
Constellation, a subsidiary of Exelon Corporation (Nasdaq: EXC),
subject to bankruptcy court approval. If approved by the
bankruptcy court, the majority of Agera's existing customers will
be transferred to Constellation upon completion of the sale.
"Due to unforeseen circumstances impacting the viability of Agera
Energy's business and its objectives, the company's management team
has made the decision to facilitate a sale under chapter 11 to
minimize disruptions to our customers," comments Mark Linzenbold,
CFO of Agera Energy. "While we are deeply disappointed to be
filing bankruptcy, we're excited that a market-leading energy
company will be able to continue serving our customers' needs."
Headquartered in Briarcliff Manor, New York, Agera Energy provides
retail electricity and natural gas to commercial, industrial, and
residential customers. It enables customers to receive electricity
and natural gas needs from a source other than the local utility
and to tailor energy supply to their specific needs. Agera Energy
provides services to customers in California, Connecticut,
Delaware, District of Columbia, Illinois, Maine, Maryland,
Massachusetts, New Hampshire, New Jersey, New York, Ohio,
Pennsylvania, Rhode Island, Texas and Virginia.
"This agreement would provide an opportunity to grow our retail
business in strategic markets and strengthen our position as the
nation's largest competitive energy provider," said Jim McHugh,
Constellation CEO. "Provided the court process unfolds favorably,
we look forward to providing Agera Energy's retail customers with
the same quality products, services and clean energy solutions that
Constellation customers currently enjoy."
The case has been assigned to the Honorable Judge Robert D. Drain.
Stretto has been retained as the claims and noticing agent. For
additional information, please visit www.cases.stretto.com/agera.
About Agera Energy
Established in 2014, Agera Energy -- http://www.ageraenergy.com/--
is a retail energy supplier offering a one-stop-shop for energy
supply, efficiency and audit services. Serving a national
footprint of customers, the company supplies residential and
business customers, ranging from the smallest apartments to the
largest industrial users, with electricity and natural gas. With
best-in-class energy solutions, Agera Energy focuses on its
customers so they can focus on their homes and businesses.
ALTADENA LINCOLN: Court Approves J. Rund Ch. 11 Trustee Appointment
-------------------------------------------------------------------
The Bankruptcy Court has approved the United States Trustee's
appointment of Jason M. Rund as Chapter 11 trustee for the Chapter
11 case of Altadena Lincoln Crossing LLC.
The Chapter 11 trustee is directed to serve a status report in
connection to the continued Case Management and Scheduling
Conference not later than November 4, 2019. The Court will conduct
a continued Case Management and Scheduling Conference on November
13, 2019 at 11:00 a.m. in Courtroom 1539 on the 15th Floor of the
Edward R. Roybal Federal Building, 255 East Temple Street, Los
Angeles, California 90012.
Mr. Rund can be reached at:
Jason M. Rund
840 Apollo Street, Suite 351
El Segundo, CA 90245
Tel: (310) 640-1200
Fax: (310) 640-0200
About Altadena Lincoln Crossing
Headquartered in Pasadena, California, Altadena Lincoln Crossing
LLC, a Delaware limited liability company, filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 17-14276) on April
7, 2017. In the petition signed by Greg Galletly, manager, the
Debtor estimated both assets and liabilities at between $10 million
and $50 million.
The Debtor is an affiliate of BGM Pasadena, LLC, which sought
bankruptcy protection (Bankr. C.D. Cal. Case No. 15-27833) on Nov.
20, 2015.
Judge Julia W. Brand oversees Altadena's case.
James A Tiemstra, Esq., at Tiemstra Law Group PC, serves as the
Debtor's bankruptcy counsel. Gregory M. Salvatao Esq., at Salvato
Law Offices, serves as the Debtor's general bankruptcy and
litigation counsel. Coldwell Banker Commercial North Country
serves as the Debtor's real estate broker.
AMANECER PRIMARY: PCO Files 2nd Interim Client Care Report
----------------------------------------------------------
Gary Toche, Client Care Ombudsman for Amanecer Primary Home Care
LLC, filed a second Interim Report.
The agency was established through a Change of Ownership in
December 2015. The agency officially began business in February
2016. The agency completed a plan of action that included training
of staff and the Administrator on how to report a client complaint
and how to follow up on that complaint.
The Debtor is a health care provider that operates as a Home and
Community Support Services Agency under the provisions of the
Health and Safety Code, Chapter 142. The agency is licensed to
provide Personal Assistance Services with license number 017403
will expire on December 31, 2019.
The agency submitted a plan of correction similar to the one
submitted in November 2018 and the State accepted the Plan of
Correction. The State of Texas HHS contract and fiscal compliance
monitoring division did a contract monitor review on July 2, 2019.
The results of that survey were a 99.07% compliance rating. The
State of Texas Health and Human Services Commission did a survey on
July 11, 2019. The report shows all violations from the January
survey have been corrected. The survey showed that both complaints
were unsubstantiated. The agency has a lease for the space used to
operate the agency.
PCO Observation:
1. The space appears to be adequate for the services being
provided by the agency with 271 clients.
2. The agency has been authorized to provide 6581.75 hours of
care and currently has 6284.75 hours of care scheduled.
3. The agency currently has 266 employees. Two hundred and
forty-six are providers and the remainders are office staff. The
agency received referrals for the Client Assistant Services client
from state agencies, insurance agencies, direct client contact or
physicians.
The PCO will travel to the Debtor site of operation and meet with
the Debtor's Owner/Administrator and other staff as deemed
appropriate. While at the Debtor's location the PCO will meet with
fifteen clients and the providers caring for those clients. The PCO
will discuss with the client the services they are receiving, their
satisfaction with the services, any issues that they may have with
the services or the agency.
The client has been with the agency for three years. The provider
offers very good care. The provider stated this is a very good
agency to work for. The provider has been with this client for
three years. The provider stated she could use a few more hours
with this patient.
Therefore, the provider has been with the agency since July 2019
and very pleased. The PCO is satisfied that the quality of care and
the services provided by the Debtor are being provided in the best
interest of each Client.
The overall comments from Clients, Families and Staff have been
favorable to the Debtor. The PCO has seen nothing to show a change
in the quality of care since the Debtor filed for Chapter 11.
A full-text copy of the PCO Report is available at
https://tinyurl.com/yy59gcfb from PacerMonitor.com at no charge.
About Amanecer Primary Home Care
Amanecer Primary Home Care LLC is a home health care services
provider in Mission, Texas.
Amanecer Primary Home Care filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 19-70131) on April 12, 2019. In the petition signed
by Yuridia F. Alvarez, president, the Debtor disclosed $694,052 in
assets and $1,092,849 in liabilities. Jana Smith Whitworth, Esq.,
of JS Whitworth Law Firm, PLLC, serves as bankruptcy counsel to the
Debtor.
AMIR SAFAKISH: $1M sale of Morgan Hill Property Approved
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Judge M. Elaine Hammond of the U.S. Bnakruptcy Court for the
Northern District of California authorized Amir Safakish's sale of
the real property located at 16170 Vineyard Blvd., #180, Morgan
Hill, California, APN 817-03-055, to Gina Borello and Filberto
Fonseca or assigns for $1.025 million.
A hearing on the Motion was held on Oct. 3, 2019 at 10:30 a.m.
The sale is free and clear of liens and encumbrances.
The sale is free and clear of the Affected Liens. Upon and subject
to the occurrence of the closing of the sale, the Affected Liens
have been and are adjudged and declared to be unconditionally
released as to the Property. The Affected Liens will attach to the
proceeds of sale.
The Debtor, and any escrow agent upon the Debtor's written
instruction, is authorized to satisfy all undisputed liens and any
outstanding real property taxes prorated through close of escrow,
together with closing costs, fees, commissions and related
expenses, including the out-of-pocket costs of the Debtor's broker
as described in the Application, by payment from the proceeds of
sale.
The escrow agent is directed to pay these amounts to these
lienholders upon close of escrow pursuant to the oral ruling of the
Court: (i) $246,424 to Keon Safakish; and (ii) $275,000 to Morgan
Hill Vineyard Owners Association.
All remaining proceeds of sale of the Property, net of real
property taxes, closing costs and related fees, commissions,
expenses and liens that the Debtor directs to be paid from escrow
will be paid in trust to the Debtor's counsel, C. Alex Naegele, A
Professional Law Corp. at the close of escrow. The escrow company
will pay the balance to "C. Alex Naegele, A Professional Law
Corporation, Attorney-Client Trust Account."
C. Alex Naegele, A Professional Law Corporation will deposit the
balance into an attorney-client trust account. No funds will be
withdrawn from the Locked Bank Account absent further order of the
Court.
The 14-day stay pursuant to Bankruptcy Rule 6004(h) is waived.
Amir Safakish sought Chapter 11 protection (Bankr. N.D. Cal. Case
No. 19-51094) on May 30, 2019. The Debtor tapped Charles Alex
Naegele, Esq., at C. Alex Naegele, A Professional Law Corp., as
counsel.
APPALACHIAN CHRISTIAN: Fitch Lowers Rating on $18MM Bonds to B-
---------------------------------------------------------------
Fitch Ratings downgraded the ratings on the following bonds issued
by the Health and Educational Facilities Board of the City of
Johnson City, Tennessee on behalf of Appalachian Christian Village
(d/b/a Cornerstone Village) to 'B-' from 'BB-' and placed them on
Rating Watch Negative:
-- $18 million revenue refunding and improvement bonds
(Appalachian Christian Village) series 2013.
SECURITY
The bonds are secured by a pledge of gross revenues and a mortgage
on certain property of the obligated group, consisting of
Appalachian Christian Village and Appalachian Christian Village
Foundation, Inc. A fully funded debt service reserve fund provides
additional security.
KEY RATING DRIVERS
SUBSTANTIAL LIQUIDITY DETERIORATION: The downgrade to 'B-'
primarily reflects the substantial reduction in ACV's cash
reserves, which affords the organization an extremely limited
margin of safety against further operational losses and indicates
material default risk is present. In its revised unaudited fiscal
2019 financial statements (ending March 31, 2019), released on
September 27th, ACV is reporting a 77.8% decline yoy in its
unrestricted cash and investment position to $746,000, which
translates into a weak 14 days cash on hand (DCOH) and 4.2% cash to
debt.
WEAK OPERATIONS TRIGGER COVENANT VIOLATION: The Rating Watch
Negative primarily reflects the potential risk of principal
acceleration posed by ACV's likely rate covenant violation (below
1x) once the audited fiscal 2019 financial statements are released.
Per its revised unaudited fiscal 2019 financial statements, ACV is
calculating debt service coverage at 0.73x (excluding bad debt
expense) and negative 0.38x (including bad debt expense), which
would be an event of default under its master trust indenture.
NEW MANAGEMENT IN PLACE: On April 20, 2019, ACV's board of
directors removed its CFO and CEO and entered into a consulting
agreement with Care Centers Management Consulting (CCMC). ACV has
shown steady improvement in both operations and liquidity through
the four-month interim period (ending July 31, 2019), which is
reflected in the 'B-' rating.
MANAGEABLE LONG-TERM LIABILITIES: ACV's long-term liabilities
remain manageable as evidenced by maximum annual debt service
(MADS) equating to 7.3% of fiscal 2019 revenues, which remains very
favorable to Fitch's BIG median 16.7%. However, debt to net
available measured an extremely weak negative 22.8x, which reflects
ACV's negative cash flow from core operations and entrance fees
during fiscal 2019.
ASYMMETRIC RISK FACTORS: ACV's governance is an asymmetric risk,
given the demonstrated lack of board effectiveness and weak
financial disclosure.
RATING SENSITIVITIES
RESOLUTION OF THE RATING WATCH: Fitch expects to resolve the Rating
Watch Negative following the resolution of the covenant violations,
which could come in the form of a waiver but may include
acceleration of its debt. Fitch will monitor bondholder
action/negotiation regarding the event of default. Any outcome or
remedy enforcement that negatively impacts ACV's ability to repay
its debt obligations would result in a further downgrade.
OPERATIONAL/LIQUIDITY IMPROVEMENT: Fitch believes ACV would need to
demonstrate further improvement in operations, cash reserve
accretion, and improved debt service coverage levels to stabilize
the rating at the current rating level. Conversely, any setback in
recovery that results in weakening operations, liquidity
deterioration, or future rate covenant violations would likely
result in further downward rating movement.
CREDIT PROFILE
ACV is a rental (previously Type-C) life plan community located in
Johnson City, TN with 177 ILUs, 89 assisted living units (ALUs),
and 103 SN beds located on two campuses, Sherwood and Pine Oaks. Of
the 89 ALUs, 69 are located at Pine Oaks Assisted Living Community,
which is leased and operated by ACV, but not part of the obligated
group. Fitch reviews the financial results of the obligated group,
which reported approximately $16.5 million in total operating
revenues in fiscal 2019 (unaudited).
WEAK FISCAL 2019 PERFORMANCE DRIVES DOWNGRADE
With the recent release of their revised unaudited fiscal 2019
financial statements by CCMC, ACV reported a weak $746,000 in
unrestricted cash reserves, which is a 77.8% drop in reserves from
fiscal 2018 levels and is the primary driver for the downgrade to
'B-'. Fitch notes that original disclosure of unaudited fiscal 2019
financial statements, which were primarily completed under the old
management team, indicated a much higher unrestricted cash reserve
level that included approximately $2 million in cash reserves that
were restricted and pledged against ACV's line of credit.
ACV's weak unrestricted cash and investment position in fiscal 2019
provides the organization with little to no financial flexibility
and Fitch believes material default risk is present. The drop in
unrestricted reserves is primarily attributed to significant
operations losses in fiscal 2019, including a large write-off of
bad debt.
Unaudited fiscal 2019 results include a weak 115.8% operating
ratio, negative 9.7% net operating margin (NOM), and negative 9%
NOM-adjusted (NOMA). The weak operations were a result of declining
census levels, deteriorating skilled nursing payor mix, and a
substantial bad debt write-off during fiscal 2019. Due to a lack of
internal controls and a weak internal billing and collection
system/process, ACV wrote off approximately $2 million in
uncollectible bills during fiscal 2019.
NEW MANAGEMENT TEAM IMPROVING OPERATIONS
Following the change in management to CCMC, ACV has demonstrated
strong improvement in both operations and liquidity through the
interim period. As of the four-month interim period, ACV's
unrestricted cash and investments have improved 63.6% to $1.2
million which translates into 31 DCOH, 7% cash to debt, and 1x
cushion ratio. Additionally, ACV's operational performance improved
as evidenced by its 103% operating ratio and 4.1% NOM at the
four-month interim period. Improvement in performance and liquidity
reflects the various operational efficiencies and initiatives put
in place by CCMC since becoming operators of the facility.
CCMC has overhauled ACV's marketing team, repriced their
independent living units contracts to be closer to competitors
(including eliminating its Type-C contracts in favor of rental
contracts), and put an emphasis on external admissions in its
skilled nursing facility and improving SNF payor mix. CCMC has
enacted various internal expense controls and operational
efficiencies and improved ACV's billing and collection system.
Additionally, CCMC has closed ACV's ventilation units, which have
consistently lost money since opening and was a primary driver
behind its large bad debt write-off in fiscal 2019.
MANAGEABLE LONG-TERM LIABILITY PROFILE
ACV'S only long-term debt outstanding remains the $18 million in
series 2013 bonds, which are fixed-rate, have a MADS of $1.2
million, and have a final maturity of 2043. Overall, ACV's debt
burden remains manageable as evidenced by MADS equating to 7.3% of
total fiscal 2019 revenues, which compares favorably to Fitch's BIG
medians of 16.7%. However, debt to net available measured a weak
negative 22.8x in fiscal 2019. Fitch expects this to improve in
fiscal 2020 as core operations and cash flows improve following the
various operational improvements and efficiencies enacted by CCMC.
ARAL RESTAURANT: Seeks Access to Cash Collateral Through Dec. 31
----------------------------------------------------------------
Aral Restaurant Group of Fall River, Inc., and its affiliates
request the U.S. Bankruptcy Court for the District of Massachusetts
for authority to use cash collateral to fund their operations
during the Budget Period through Dec. 31.
The Debtors require the use of cash collateral to pay the expenses
necessary to maintain their businesses, maintain operations and
preserve the value of their assets. The Debtors' budgeted expenses
can generally be categorized into the following groups of expenses:
(a) costs of sale, (b) labor and benefits, (c) operations and
maintenance, and (d) advertising and franchise expensive.
The Budget sets forth estimated receipts and disbursements for the
Budget Period. It shows that during the period between Sept. 26 and
Dec. 31, 2019 , the Debtors' aggregate cash collateral increases
from approximately $0.00 to $30,267 at the end of the Budget
Period.
The Debtors' Lenders:
(A) Northern Bank and Trust Company is owed approximately
$1,363,823 under two separate notes both executed by all of the
Debtors. Pursuant to said notes, Northern Bank asserts a first lien
on all of the Debtors' fixtures and personal property, including
money, deposit accounts, contract rights, and proceeds thereof.
(B) Corporation Service Company, as Representative was on
record at the Masscahusetts' Secretary of State's office as having
a second position security interest in AMG Fall River's personal
property. AMG Fall River does not recognize this creditor but
believes this lien may relate to its loan from OnDeck Capital. AMG
Fall River owed OnDeck Capital approximately $5,462.
(C) CHTD Company was on record at the Masscahusetts'
Secretary of State's office as having a second position security
interest in AMG Pembroke and AMG Plymouth's personal property.
These Debtors do not recognize this creditor but believes this lien
may relate to their loans from OnDeck Capital. AMG Pembroke owed
OnDeck Capital approximately $10,692 and AMG Plymouth owed OnDeck
Capital approximately $6,554.
(D) ARG S. Weymouth owed Timberland Bank approximately
$513,400 under three separate notes both executed by all of the
Debtors. Timberland Bank asserts a second lien on all of ARG S.
Weymouth's fixtures and personal property, including money, deposit
accounts, contract rights, and proceeds thereof.
(E) All of the Debtors owed Friendly's Restaurants, LLC and
Friendly's Franchising, LLC approximately $55,000 under a certain
promissory note and security agreement. Friendly's Restaurants and
Friendly's Franchising assert a second or third lien in the
Debtors' assets. No evidence of their security agreement is on
record.
The Debtors propose to grant to the Lenders replacement liens on
the same types of post-petition property of the estates against
which the Lenders held liens as of the Petition Date, without
prejudice to the Debtors' rights to contest the amount, validity,
priority and extent of any liens or claims asserted by the Lenders.
The Replacement Liens will maintain the same priority, validity and
enforceability as the Lenders' pre-petition liens. The Replacement
Liens should only be recognized to the extent of the diminution in
value of the Lenders' prepetition collateral after the Petition
Date resulting from the Debtors' use of the Cash Collateral during
these cases.
In addition, the continued preservation ofthe value of their
businesses provides the Lenders with adequate protection for the
use of Cash Collateral -- since the Debtors' aggregate value of
cash collateral will be increased, over the Budget Period, the
Lenders' interest in Cash Collateral is adequately protected by the
grant of the Replacement Liens.
About Aral Restaurant Group
Aral Restaurant Group operates franchise of Friendly's Franchising,
LLC, at different locations in Massachusetts -- in Fall River,
Hyannis, Pembroke, Plymouth, and South Weymouth. On Sept. 26,
2019, each of these branches sought Chapter 11 protection in
Boston, Massachusetts, with Aral Restaurant Group of Fall River,
Inc. (Bankr. D. Mass. Case No. 13256) as the lead case.
In the petition signed by Robert Arruda, president, Aral Restaurant
Group of Fall River was estimated to have assets of not more than
$50,000 and liabilities between $1 million and $10 million.
Judge Frank J. Bailey oversees the Debtors' cases.
NICHOLSON P.C. is the Debtors' counsel.
ARTHUR AVERY: $230K Sale of Lake Wales Property Approved
--------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Arthur B. Avery, Jr.'s sale
of his homestead property located at 1825 Shady Lane, Lake Wales,
Florida to Brian L. Fletcher and Robin L. Gilileo for $230,000.
A hearing on the Motion was held on Sept. 25, 2019, at 10:30 a.m.
The sales will be free and clear of all Interests.
The sale is free and clear of any potential liens, with valid and
enforceable liens attaching to the proceeds of the sale.
Upon closing, the closing agent is authorized to disburse the
proceeds as follows:
(a) $198,790 to Bayview Loan Servicing, LLC;
(b) Standard closing fees and commissions pursuant to the
Closing Disclosure statement.
(c) Balance of proceeds to the Debtor.
The Debtor will place the proceeds into a new DIP account. Such
proceeds will remain in the account until further order of the
Court.
The 14-day stay imposed by Rule 6004(h) is waived.
Arthur B. Avery, Jr., sought Chapter 11 protection (Bankr. M.D.
Fla. Case No. 16-09606) on Nov. 13, 2017. The Debtor tapped Suzy
Tate, Esq., at Suzy Tate, P.A., as counsel.
AT HOME HOLDING III: Moody's Lowers CFR to B2, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded At Home Holding III Inc.'s
corporate family rating to B2 from B1 and probability of default
rating to B2-PD from B1-PD. Concurrently, Moody's downgraded the
company's senior secured term loan rating to B3 from B2. The
speculative grade liquidity rating remains SGL-3 and the outlook
was changed to stable from negative.
The downgrades reflect Moody's expectations that At Home's
lease-adjusted credit metrics will remain in line with those of
B2-rated retail peers following the company's weak performance in
FY 2020. The company's recently announced moderation of its
aggressive store expansion strategy is a credit positive due to the
targeted improvements in liquidity and funded leverage.
Nevertheless, Moody's projects that At Home will continue to
generate modest free cash flow deficits (before sale leaseback
transactions) in FY 2021 as a result of growth capital
expenditures. In addition, growing competition and investments in
omni-channel capabilities will pressure At Home's margins,
resulting in continued high leverage as earnings growth moderates
significantly but lease obligations continue to increase.
Moody's took the following rating actions for At Home Holding III
Inc.:
- Corporate family rating, downgraded to B2 from B1
- Probability of default rating, downgraded to B2-PD from B1-PD
- $350 million senior secured first lien term loan due 2022,
downgraded to B3 (LGD4) from B2 (LGD4)
- Outlook, changed to stable from negative
RATINGS RATIONALE
At Home's B2 CFR reflects its high lease-adjusted leverage, modest
scale, and operations in the highly competitive and discretionary
home décor segment. Moody's projects that over the next 12-18
months Moody's-adjusted debt/EBITDA will decline to 5.9 times from
6.4 times (as of July 2019), while EBIT/interest expense will
remain near 1.6 times. At the same time, the rating is supported by
At Home's modest funded leverage and differentiated home décor
"fast fashion" value proposition. The rating also incorporates
Moody's expectations for adequate liquidity over the next 12-18
months, including negative free cash flow before sale leaseback
transactions, adequate revolver availability, and lack of near-term
maturities.
The stable outlook reflects Moody's expectations for earnings
growth and adequate liquidity over the next 12-18 months.
The ratings could be downgraded if operating performance
deteriorates or liquidity weakens. Quantitatively, the ratings
could be downgraded if debt/EBITDA is sustained above 7 times or
EBIT/interest expense approaches 1.25 times.
An upgrade would require achieving and maintaining good liquidity,
consistent comparable sales growth and solid margins.
Quantitatively, the ratings could be upgraded if debt/EBITDA is
sustained below 5.5 times and EBIT/interest expense is sustained
above 2 times.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
At Home Holding III Inc., an indirect wholly owned subsidiary of At
Home Group Inc., operated 204 home décor and home improvement
retail stores and generated about $1.3 billion of revenue for the
last twelve months ended July 26, 2019. The company is publicly
traded, and funds affiliated with the company's former private
equity sponsors AEA Investors LP and Starr Investment Holdings, LLC
own approximately 26.5% of outstanding common stock.
BLACKJEWEL LLC: $16.2M Sale of All Western Assets to Eagle Approved
-------------------------------------------------------------------
Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of West Virginia authorized the private sale by
Blackjewel, LLC and affiliates of substantially all of their assets
related to their operations in the Powder River Basin in Wyoming,
consisting of the open-pit surface mines commonly known as the
Belle Ayr mine, the Eagle Butte mine and all related facilities and
equipment ("Western Assets"), to Eagle Specialty Materials, LLC
("ESM") pursuant to their General Assignment and Assumption
Agreement and Bill of Sale for $16.2 million, plus the assumption
of the Assumed Liabilities and the amount of accounts receivable to
the extent not paid on or prior to Closing by BJMS under the BJMS
Settlement.
The Sale Hearing was held on Oct. 2, 2019.
The sale is free and clear of all Liens, Claims and Interests,
except for Assumed Liabilities. All Liens, Claims and Interests
shall attach to the net proceeds of the Sale Transaction.
Upon compliance with the procedures set forth in the Cure Notice
regarding the assumption and assignment of Executory Contracts
(including the resolution of any objections thereto), without
further order of the Court, the Debtors are authorized to assume
and assign the Executory Contracts designated for assignment to ESM
pursuant to the Sale Agreement.
The automatic stay pursuant to section 362 of the Bankruptcy Code
is hereby lifted with respect to the Debtors to the extent
necessary, without further order of the Court, to allow: (a) ESM to
give the Debtors any notice provided for in the Sale Agreement, and
(b) ESM to take any and all actions provided under or contemplated
by the Sale Agreement in accordance with the terms and conditions
thereof.
The Debtors' Settlements with Riverstone, BJMS, the DOL and the
Junior DIP Lenders are authorized and approved pursuant to sections
105(a) and 363(b) of the Bankruptcy Code and Bankruptcy Rule 9019.
The Settlements will be effectuated in accordance with these
terms:
A. BJMS Settlement - BJMS will make payments to the Debtors on
the Effective Date of: (i) $5.475 million in cash (to accommodate
the Debtors' settlement of the "hot goods" issue); and (ii) the
payment in full and in cash for all outstanding accounts receivable
generated by the Debtors on Sept. 27, 2019 and continuing through
the Effective Date. In exchange for the payments described, all
outstanding claims of the Debtors against BJMS and Javelin and by
BJMS and Javelin against the Debtors are deemed resolved and the
Debtors will complete the transfer of their 30% ownership interest
in BJMS to Javelin Global Commodities (US) LP, as further
described in the Sale Agreement. All claims of BJMS and Javelin
against the Debtors and their estates are also deemed resolved and
released. For the avoidance of doubt, the payments to be made by
BJMS to the Debtors are inclusive of the previously agreed upon
payment by BJMS to the Debtors of $1.4 million.
B. DOL Settlement - In full and final resolution of the "hot
goods" issues raised by the DOL in the Court and others, the
Debtors will pay the eastern employees and the western employees
amounts mutually agreed upon by the Debtors and the DOL. The
closing of the Sale Transaction is subject to the DOL and the
Debtors agreeing on the amount of the Paid Employee Amount and the
Debtors' agreement to pay such Paid Employee Amount. Such amounts
will be comprised of payroll due to eastern employees and western
employees for days of unpaid work. The Debtors will issue checks
to the eastern employees and ESM will assume and pay amounts owed
to the western employees for such employees' net pay and the
associated taxes and withholdings that comprise the Paid Employee
Amount. Upon the Debtors' issuance of checks, the DOL will file
agreed consent judgments with the appropriate U.S. District Courts.
The Debtors' payment of back wages will "cool" the alleged "hot
goods" coal at the Eastern Mines and permit it to be moved in
interstate commerce.
C. Junior DIP Lenders Settlement - Upon closing ofthe sale to
ESM, the Junior DIP Lenders waive and release any and all rights
they have to collect from the Debtors, including, the principal
amount and all accrued interest and fees, under the loans they
extended to Blackjewel L.L.C. and Blackjewel Holdings L.L.C., as
borrowers, and each Debtor affiliate, as guarantors, in the
principal amount of $2.9 million, which loan was approved by the
Court pursuant to the Final Order Authorizing Debtors to Obtain
Junior Post-Petition Financing dated Aug. 26, 2019.
D. Riverstone Settlement - In full and complete satisfaction of
any and all claims of any nature, type or extent, and whenever
arising, that Riverstone has against the Debtors and their estates,
affiliates, officers, directors, employees, professionals, agents
and advisors (all of such claims being forever waived and
released), the Debtors and Riverstone have agreed to the following:
(i) Riverstone will be paid the total amount of $32 million in cash
comprised of (a) $24 million in cash to be paid by ESM on the
Effective Date and (b) $8 million in cash to be paid by the Debtors
on the Effective Date; (ii) on the Effective Date, the Debtors will
assign to Riverstone through mutually agreeable documentation the
Debtors' right, title and interest in that certain Royalty
Agreement, issued to the Debtors by Rhino Energy, LLC in connection
with the sale of certain of the Sellers' assets in the amount of
$250,000; (iii) the Debtors will pay to Riverstone the first two
annual payments that the Debtors receive from Kopper G10 Mining,
LLC, in respect ofthat certain Royalty Agreement, issued to the
Debtors by Kopper G10, by directing such payments to be made to
Riverstone directly by Kopper G10; (iv) on the Effective Date,
Contura will release its purported liens in any and all property
comprising Riverstone's collateral and all right, title, and
interest in and to any of the consideration paid to Riverstone
pursuant thereto; (v) on and effective as of the Effective Date,
the Debtors will release any and all claims that they or their
estates may have against Riverstone; (vi) on and effective as of
the Effective Date, Riverstone will be directed by the Debtors and
the Creditors' Committee to transfer into the registry ofthis Court
any amounts that would otherwise be distributable to Jeffery Hoops
and/or any of his affiliates pending further direction by the Court
or further Court order, and (vii) on the Effective Date or within
30 days thereafter, Riverstone will release any liens, security
interests, mortgages, claims, interests and encumbrances it asserts
against any property of the Debtors.
Contur's rights and obligations to purchase the Western Assets are
deemed to have terminated. In connection with the Sale
Transaction, upon closing of the Sale Transaction, (i) Contura's
right to seek repayment of the $3.05 million remaining portion of
the Purchase Deposit will be deemed waived; (ii) the Junior DIP
Lender Settlement will be deemed executed, (iii) the Contura Lien
held by Contura on certain Mine Equipment will be released, and
(iv) the releases granted to Contura in Section 8.8 of the Asset
Purchase Agreement attached as Exhibit A to the Pax Sale Order,
effective as ofthe closing of the Sale Transaction will be deemed
reaffirmed.
Certain commercial surety companies have issued commercial surety
bonds on behalf of the Debtors and their affiliates and certain
non-Debtors. These Existing Surety Bonds were issued pursuant to
certain existing indemnity agreements and/or related agreements by
and between the Sureties, on the one hand, and the Debtors and
their affiliates and certain non-Debtors (as applicable) on the
other hand.
Notwithstanding the provisions of Bankruptcy Rules 6004(h) and
6006(d) or any provisions of the Local Rules, the Order will not be
stayed for 14 days after its entry, and will be effective
immediately upon entry, and the Debtors and ESM are authorized to
close the Sale Transaction immediately upon entry of the Order.
Time is of the essence in closing the Sale Transaction referenced,
and the Debtors and ESM intend to close the transaction as soon as
practicable. The Order is a final one and the period in which an
appeal must be filed will commence upon its entry.
All time periods set forth in the Order will be calculated in
accordance with Bankruptcy Rule 9006(a).
A copy of the Purchase Agreement attached to the Order is available
for free at:
http://bankrupt.com/misc/Blackjewel_LLC_1187_Order.pdf
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 the official committee of unsecured creditors
in the Chapter 11 case of Blackjewel LLC. Whiteford Taylor &
Preston LLP is the Committee's counsel.
BLUEBIRD SAND: Closing of $4.8M Sale of All Assets Moved to Nov. 12
-------------------------------------------------------------------
Judge Phyllis M. Jones of the U.S. Bankruptcy Court for the Eastern
District of Arkansas has entered an amended omnibus agreed order
establishing bidding procedures in connection with the sale by
Bluebird Sand, LLC and TS Sand Management, LLC of all of the
property, including, without limitation, the Bluebird Real Estate,
all personal property and all machinery, fixtures, equipment,
inventory, tools, supplies, customer lists, intellectual property
rights, trademark and brand names, formulas, telephone and fax
numbers, website and email addresses, licenses, leases, contracts,
books and records, general intangibles, and goodwill to Bearkatz
Sand of Arkansas, LLC for $4.8 million.
The Agreed Order, among other things, established the bidding
procedures for the sale of the assets of the Debtor and certain
deadlines regarding execution of an asset purchase agreement and
due diligence. More specifically, the Agreed Order provided the
following:
(a) that the Debtor had received an offer for substantially
all of its assets from the Proposed Buyer for $4.8 million;
(b) that the Proposed Buyer and the Debtor will have seven
days from the entry of the Order to confirm and finalize the terms
of the Purchase Agreement. The Proposed Buyer will then have a
period of 30 days from the execution of the Purchase Agreement to
conduct and perform any due diligence and other investigations it
deems necessary with respect to the Purchased Assets and the Ground
Lease. At the commencement of the due diligence period, the
Proposed Buyer will tender earnest money in the amount of $50,000.
The Earnest Money will be refundable to the Proposed Buyer in the
event the Proposed Buyer terminates the Purchase Agreement during
the due diligence period noted above; otherwise the Earnest Money
will be non-refundable to the Proposed Buyer except that it will be
applied to the final purchase price if the Proposed Buyer is the
Successful Bidder. If the Proposed Buyer is not the Successful
Bidder, the Earnest Money will be refunded to the Proposed Buyer.
(c) that any competing offers from other bidders were to be
made by Sept. 3, 2019 at 5:00 p.m.;
(d) that if competing offers were made an auction would be
held on Oct. 7, 2019; and that regardless of whether competing bids
are received that the Asset Sale must be approved by the Court by
Oct. 14, 2019, unless the Court orders otherwise.
Based upon the agreement of the parties, the Court finds as
follows:
1. The Proposed Buyer finalized and executed the Purchase
Agreement on Sept. 4, 2019, causing the due diligence period to end
on Oct. 4, 2019;
2. No other bids were made to purchase the Debtor's assets;
3. The Proposed Buyer has requested and the other parties to
the amended order have agreed to extend the due diligence period
until 5:00 p.m. central standard time on Nov. 4, 2019, including
the related deadlines and provisions related to the Earnest Money,
and to extend the date on which the Asset Sale must close and be
approved by the Court through and including Nov. 12, 2019; should
the Asset Sale not close and be approved by Nov. 12, 2019, the
parties may enforce any other rights or agreements they have in the
bankruptcy.
No other terms of the Agreed Order are affected by the amended
order.
About Bluebird Sand and TS
Sand Management
Bluebird Sand, LLC is a privately-held company in Stella, Missouri,
engaged in nonmetallic mineral mining and quarrying. Its affiliate
TS Sand Management, LLC provides support activities for the mining
industry.
Bluebird Sand and TS Sand Management sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case Nos.
18-16675 and 18-16676) on Dec. 11, 2018. At the time of the
filing, each Debtor estimated assets of $1 million to $10 million
and liabilities of $1 million to $10 million. The Debtors tapped
Bond Law Office as their legal counsel.
BRICOR LLC: Transfer of Collateral to Duhon Machinery Approved
--------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana authorized Bricor, LLC's transfer of its
collateral, more particularly described as Model T870-2011 Bobcat,
S/N A3P611264, to Duhon Machinery Co., Inc.
A hearing on the Motion was held on Oct. 2, 2019.
The counsel for the Debtor was made award of the transaction by the
counsel for Wells Fargo Vendor Financial Services, LLC, who advised
the transaction date was Aug. 28, 2019, to payoff Loan No.
9886970-001 of Wells Fargo in the amount of $26,789 by Duhon.
The Debtor is authorized to execute such documents, including acts
of sale/transfer, including the payment of certificates, transfer
of certificates, etc associated with the sale/transfer as may be
necessary to effect and consummate the Sale/Transfer of the
Property to Duhon.
The counsel will serve the Order on the required parties who will
not receive notice through the ECF system pursuant to the FRBP and
the LBRs and file a certificate of service to that effect within
three days.
About Bricor LLC
Bricor LLC, a trucking company in Belle Chasse, La., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La.
Case No. 19-11469) on May 31, 2019. At the time of the filing, the
Debtor was estimated to have assets of between $1 million and $10
million and
liabilities of the same range. The case is assigned to Judge
Elizabeth W. Magner. Phillip K. Wallace, PLC, is the Debtor's its
legal counsel.
BRIGGS & STRATTON: Moody's Lowers Sr. Unsec. Notes to Caa1
----------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured notes of
Briggs & Stratton Corporation to Caa1 from B2 following the
company's replacement of its former unsecured revolving credit
facility with a larger asset-based loan, rendering its debt
capitalization now predominately secured and the rated unsecured
debt effectively subordinated to the same. Concurrently, Moody's
affirmed Briggs & Stratton's B2 corporate family rating and B2-PD
probability of default rating. The company's speculative grade
liquidity rating was upgraded to SGL-3 from SGL-4 on the associated
modest improvement in backstop liquidity provisions. The ratings
outlook remains negative.
"The revolver refinancing is modestly credit positive in that it
enables Briggs & Stratton access to funding needed to meet the
coming cash requirements that it will continue to face through
2020, including operational requirements and the partial
refinancing of the company's December 2020 unsecured notes
maturity," said Gigi Adamo, Moody's Vice President.
"However," Adamo added, "the secured nature of the revolving credit
facility negatively affects the recovery prospects of unsecured
creditors in an event of default scenario, rendering their claim
junior to the now larger and effectively senior bank debt with
respect to its underlying collateral -- including some of the
company's most valuable assets."
Adamo also noted that execution risk remains, with the company
continuing its focus on requisite cost-cutting in support of
prospective margin and free cash flow improvement.
The upgrade of the speculative grade liquidity rating to SGL-3 from
SGL-4 reflects Moody's expectation that the company will possess an
adequate liquidity profile over the next twelve months, supported
mainly by access to the large ABL and a reduced likelihood of it
violating the associated financial maintenance covenants, including
a springing fixed charge coverage ratio under the new credit
agreement.
The following rating actions were taken:
Affirmations:
Issuer: Briggs & Stratton Corporation
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Upgrades:
Issuer: Briggs & Stratton Corporation
Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4
Downgrades:
Issuer: Briggs & Stratton Corporation
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 (LGD5)
from B2 (LGD4)
Outlook Actions:
Issuer: Briggs & Stratton Corporation
Outlook, Remains Negative
RATINGS RATIONALE
Briggs & Stratton's B2 CFR continues to reflect Moody's expectation
that the company will maintain high leverage, improved but still
low profitability, and modest growth in its residential business.
Debt-to-EBITDA is expected to fall but remain elevated at just
under 6.0x by the end of fiscal 2020, from 7.9x at the end of the
company's fiscal year ended June 30, 2019. Normalization of
unfavorable weather conditions that negatively affected the
company's operating results in fiscal 2019, combined with improved
operating efficiencies, a reduced dividend, suspension of the share
repurchase program and a reduction of excess inventory, are
expected to augment Business Optimization Program ("BOP")-related
benefits and provide some upside revenue and incremental margin
potential in fiscal 2020. From a corporate governance perspective,
the dividend cut and suspension of the company's share repurchase
program reflect fiscally conservative measures taken to preserve
liquidity. However, this is tempered by Moody's view that the
company faces execution risk and Moody's expects free cash flow
(after dividends) to be breakeven to marginally negative in fiscal
2020, albeit likely turning positive thereafter as costs from the
BOP abate. The company's good market position and brand recognition
for its engines and products, as well as its expansion into higher
margin commercial lawn and garden products and services, also lend
support to the ratings.
The negative outlook continues to reflect Moody's expectation that
leverage will remain elevated and cash flow will continue to be
pressured as the company continues to incur costs to improve
operating performance and manage related execution risk over the
coming year. In addition, if currently elevated borrowings and
excess inventories are not reduced, there will be limited capacity
to repay the full amount of the $195 million of unsecured notes
outstanding without triggering the company's springing covenant,
and another source of funding could be needed.
The ratings could be downgraded if the company does not
meaningfully improve free cash flow generation and reduce revolver
borrowings. Debt-to-EBITDA remaining in excess of 6.0x
(Moody's-adjusted basis), EBITA-to-interest of less than 1.8x,
and/or more aggressive financial policies evidenced by increased
shareholder distributions or debt funded acquisitions could
pressure the ratings. A deterioration in liquidity, including
continued heavy revolver usage or heightened uncertainty about the
company's ability to refinance the entire December 2020 notes
maturity, could also lead to further ratings downgrades.
An upgrade is unlikely without significant improvement in operating
performance, including sustained revenue growth, EBITDA margins
above 8% and annual free cash flow of at least $40 million. A
balanced financial policy with low funded debt levels
(debt-to-EBITDA sustained below 5.0x) and a strong ability to fund
dividends and share repurchases from cash flow, along with good
liquidity including the refinancing and extension of upcoming
maturities at a manageable cost, would also be necessary for an
upgrade.
Briggs & Stratton Corporation is the world's largest producer of
gasoline engines for outdoor power equipment and is a leading
designer, manufacturer and marketer of power generation, pressure
washers, lawn and garden, turf care and job site products. Engines
are used primarily by the lawn and garden equipment industry.
Revenue for the fiscal year ended June 30, 2019 totaled $1.8
billion.
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
BUCKEYE PARTNERS: Fitch Corrects October 3 Ratings Release
----------------------------------------------------------
Fitch Ratings replaced a ratings release on Buckeye Partners L.P.
published on October 3, 2019 to correct the name of the obligor for
the bonds. It clarifies that the rating for NuStar is 'BB' rather
than 'BBB', as stated in the the Derivation Summary of the original
release.
The amended release is as follows:
Fitch Ratings has downgraded Buckeye Partners L.P.'s Long-Term
Issuer Default Rating to 'BB' from 'BBB-' and the senior unsecured
notes to 'BB'/'RR4' from 'BBB-'. The junior subordinated notes have
been downgraded to 'B+'/'RR6' from 'BB'. Fitch has also assigned a
'BB+'/'RR1' to the proposed secured term loan and secured revolver.
Fitch has removed the ratings from Rating Watch Negative and
assigned a Stable Outlook. The action concludes Fitch's review
following Buckeye's announcement to go private in May 2019.
The Stable Outlook reflects Buckeye's diverse base of assets as
well as its size and scale. Furthermore, Fitch expects that
Buckeye's sponsor, IFM, will ensure that the company reduces
leverage over time.
KEY RATING DRIVERS
Increased Leverage Drives Downgrade: Fitch has downgraded Buckeye's
IDR by two notches based on expectations for a significant increase
in leverage. Before Buckeye agreed to be taken private in May 2019,
Fitch forecasted that its leverage (defined as total debt to
adjusted EBITDA with debt adjusted for equity credit) would be
approximately 4.5x as of yearend 2019. With the additional debt at
Buckeye to finance going private, Fitch now expects 2019 yearend
leverage to be in the range of 6.2x to 6.8x. By yearend 2020,
leverage should be closer to 6.0x. Provided that no dividends are
paid to IFM and EBITDA can increase, Fitch forecasts leverage will
be just above 5.0x by yearend 2021.
Secured Debt In Capital Structure: Once Buckeye has been taken
private, $3.3 billion of senior unsecured notes and $400 million of
junior subordinated notes will be subordinated to a seven-year
senior secured term loan and a $600 million five-year secured
revolver. The security package for the term loan and revolver
differ. The $600 million secured revolver's security package is
superior to the term loan package. However, Fitch views both as
having strong recoveries in the event of default which is the
reason both are rated one notch above the IDR.
Diverse Geography and Assets: Buckeye's assets are located
throughout the U.S. and in the Caribbean. The primary locations in
the U.S. include Chicago, New York Harbor, and the Gulf Coast. In
the Caribbean, its assets are primarily in the Bahamas and it also
has assets in Puerto Rico and St. Lucia. For the LTM ending 2Q19,
Buckeye attributes 60% of its EBITDA to its domestic pipelines and
terminals and 38% to global marine terminals. The remaining 2%
comes from its merchant services segment. These results include
contributions from its 50% stake in VTTI in 3Q18. The stake was
sold in 1Q19.
Segregated Storage: For some time, Buckeye has seen weakness in
segregated storage. Fitch does not expect segregated storage to see
improved results in the near term. This has hurt results in the
global marine terminal segment despite strong results from Buckeye
Texas Partners. There has been a decline in the domestic pipelines
and terminals business as well during 1H19 (down 2.5% YOY largely
attributed to the sale of assets of certain domestic assets in
4Q18). Its deterioration is not as severe as global marine
terminals (down 36.3% YOY).
Growth Projects: Buckeye has been investing in a number of
projects. Spending for an expansion at its Chicago complex was
approximately $70 million and it was placed into service in
mid-2019. The project is backed by a long-term contract with a
strong counterparty. Results in 2019 are expected to benefit from
the completion of the second phase of the Michigan to Ohio
expansion which was placed in service on Oct. 1, 2018. It is also
backed by long-term contracts.
Buckeye is also investing in the South Texas Gateway Terminal,
which is a joint venture with Phillips 66 Partners LP and Marathon
Petroleum Corp. This is an export terminal in the Corpus Christi
ship channel and it will be constructed and operated by Buckeye.
Buckeye expects its capex contribution to the project to be in the
range of $275 million to $300 million. Through June 30, 2019 its
net investment was $73 million. This project is also backed by
long-term commitments which will provide steady cash flows. South
Texas Gateway is expected to ramp up through mid-2020.
Smaller Revolver: Prior to Buckeye going private, it had a $1.5
billion senior unsecured revolver. Liquidity was always more than
adequate. Going forward Buckeye will have a $600 million senior
secured revolver, and, while Fitch expects liquidity to be
sufficient, it will not be as robust as it once was.
DERIVATION SUMMARY
The 'BB' rating reflects Buckeye's diverse asset base, size and
scale, and elevated leverage with the addition of the secured debt.
For yearend 2019, the company has a higher leverage profile than
its investment-grade peers which operate in the crude oil, refined
products pipelines and storage terminal segments, such as Plains
All American LP (PAA). Fitch forecasts Buckeye's leverage defined
as (total debt to adjusted EBITDA with debt adjusted for equity
credit) at 2019 yearend leverage to be in the range of 6.2x to
6.8x. By yearend 2020, leverage should be closer to 6.0x. Provided
that no dividends are paid to IFM and EBITDA can increase, Fitch
forecasts leverage to be just above 5.0x by yearend 2021. This is
significantly higher than Fitch's 2019 leverage forecast for PAA.
Another issuer rated 'BB', NuStar, is smaller and less diverse than
Buckeye, which has the advantage of size and scale that provides
operational and geographic diversification. Fitch expects NuStar's
leverage to be around 5.5x by yearend 2019 and to decrease to 4.4x
and 4.8x by yearend 2021.
Buckeye's leverage is higher than similarly rated 'BB' midstream
energy issuers like Sunoco, LP and AmeriGas Partners, LP. Fitch
expects Sunoco to have 2019 YE leverage in the 4.5x to 5.0x range
and AmeriGas Partners, LP to have leverage in the range of 4.5x to
5.0x as of its fiscal yearend (Sept. 30, 2019) and decrease to 4.2x
to 4.5x at the end of fiscal 2020. Buckeye, however, generates more
stable operating cash flow and exhibits lower leverage compared to
NGL Energy Partners LP (B/Stable), which has some operations in
crude transportation and refined products.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Buckeye goes private in 4Q19 and distributions are only paid
for three quarters in 2019 (for approximately $348 million).
- The company successfully establishes a $600 million secured
revolver and secured term loan.
- No dividends are paid to Buckeye's sponsor, IFM, in Fitch's
forecast period which extends through 2022.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Favorable rating action is not expected in the near term;
however, Fitch may take positive rating action if leverage
(defined as total debt/adjusted EBITDA and debt adjusted for
equity credit) falls below 5.0x for a sustained period of
time.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Negative rating action may occur if Fitch forecasts leverage
(defined as total debt/adjusted EBITDA and debt adjusted for
equity credit) to be at or above 6.0x by the end of 2021.
LIQUIDITY AND DEBT STRUCTURE
Adequate liquidity: As of June 30, 2019, Buckeye had more than $1.3
billion of liquidity. Cash on the balance sheet was $6 million. The
partnership had $170 million drawn on its $1.5 billion unsecured
revolver due 2021. The nearest debt maturity is February 2021, when
$650 million of notes become due.
Fitch expects that Buckeye's liquidity will remain adequate going
forward. Once the transaction closes, it will have a new $600
million secured revolver due in 2024.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch applies 50% equity credit to $400 million of junior
subordinated notes that were issued in January 2018. Fitch also
excludes equity in earnings of unconsolidated affiliates, but
includes cash distributions from unconsolidated affiliates.
Rating Recovery
------ --------
Buckeye Partners, L.P. LT IDR BB Downgrade
Senior Unsecured LT BB Downgrade RR4
Junior Subordinated LT B+ Downgrade RR6
Senior Secured LT BB+ Downgrade RR1
CAH ACQUISITION 5: PCO Files 2nd Interim Report
-----------------------------------------------
Susan N. Goodman, Patient Care Ombudsman in the CAH Acquisition Co.
#5, LLC, also known as Hillsboro Community Hospital, filed second
interim report.
The Patient Care Ombudsman was directed to monitor the quality of
patient care provided at Hillsboro Community Hospital and file her
initial report no later than 45 days after appointment. Subsequent
reports shall be filed at least every 60 days thereafter.
PCO Observation:
1. PCO did not observe current patient care decline as
contemplated under Chapter 11
2. Debtor's inpatient census was two, with regular outpatient
patient visits noted, particularly in the rural health clinic
portion of the facility.
3. The team member indicated that Debtor's had begun providing
telehealth services, including behavioral health, internist, and
specialist physician support. These clinical services were
supported by the third-party clinical vendor that is also
augmenting the in-house physician assistant staff with physician
and advanced practice nursing coverage for both the RHC and the
inpatient setting.
4. Quality data was provided, reviewed, and discussed in the
interim reporting period, and data metrics were discussed with the
laboratory director given his role in creating the tracking tool.
In the interim reporting period, the clinical laboratory was
audited by CLIA and did not issue any patient care impact findings.
Debtor reported turnover in the pharmacy nurse position.
PCO will remain engaged to monitor supply and equipment over the
coming reporting period with these material dynamics in mind.
PCO will monitor core staff departures and supply stability closely
over the coming reporting cycle given the feedback from the team
during the second site visit. PCO will also engage in discussions
with nursing leadership surrounding the continued onboarding of the
pharmacy nurse role and the quality metrics associated with that
process.
PCO can be reached at:
Susan N. Goodman
Pivot Health Law, LLC
P.O. Box 69734
Oro Valley, Arizona 85737
Tel: (520) 744-7061
Fax: (520) 575-4075
Email: sgoodman@pivothealthaz.com
About CAH Acquisition Co. #5
CAH Acquisition Co. #5, LLC, also known as Hillsboro Community
Hospital, offers a broad range of services including emergency,
surgery services, radiology, laboratory, inpatient care,
rehabilitation services and swing bed. Also offered at Hillsboro
Community Hospital are EEGs and EKGs, treadmill, nerve conduction,
and sleep apnea studies.
CAH Acquisition Co. #5 filed a voluntary Chapter 11 petition under
Chapter 11 (Bankr. W.D. Mo. Case No. 19-10359) on March 13, 2019.
The Debtor previously sought bankruptcy protection (Bankr. W.D. Mo.
Case No. 11-44743) on Oct. 10, 2011.
In the petition signed by Kathy Hammons, chief executive officer of
the court-appointed receiver, the Debtor estimated $10 million to
$50 million in both assets and liabilities.
Bruce E. Strauss, Esq., at Merrick, Baker & Strauss, P.C.,
represents the Debtor as counsel.
On March 26, 2019, Brent King was appointed as Chapter 11 trustee.
The trustee is represented by Stevens & Brand, LLP.
The Office of the U.S. Trustee on July 9 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of CAH Acquisition Co. #5, LLC.
CALAMP CORP: Egan-Jones Lowers Sr. Unsecured Ratings to B-
----------------------------------------------------------
Egan-Jones Ratings Company, on October 1, 2019, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by CalAmp Corporation to B- from B.
CalAmp is an Irvine, California-based provider of IoT software
applications, cloud services, data intelligence and networked
telematics products and services. The company's technology includes
edge computing devices and SaaS-based applications for remotely
tracking and managing vehicles and consumer products.
CAMBER ENERGY: Lineal Regains Major Customer Lost by Prior Owner
----------------------------------------------------------------
Camber Energy, Inc.'s recently acquired subsidiary Lineal
Industries, Inc. has regained a major legacy customer lost by its
prior owners before the purchase of the company by Lineal Star
Holdings, LLC in 2018. The customer is one of the largest
wholesale distributors of refined petroleum products in the USA,
with strategically located terminals in the Northeast, MidAtlantic
and Southeast markets. Previously one of Lineal's most important
clients, the prior Lineal owners pursued larger, more complex
pipeline projects in lieu of the customary long-term maintenance
projects Lineal Industries built its reputation on. Lineal
Industries has now been awarded a number of pipeline integrity
projects by the re-acquired customer, which reopens the company's
opportunity to provide long-term maintenance and capital project
services.
Tim Connolly, CEO of Lineal Star (the parent of Lineal) commented,
"When we purchased Lineal Industries in 2018, we wanted to rebuild
its 64-year-old business of integrity and pipeline services, rather
than largely relying on large non repetitive capital projects.
This new client work is a significant step in the right direction
of executing our strategy of re-building Lineal Industries'
previous long-term business strategy. We believe that a business
built on many singles and doubles will eventually bring in home
runs, and our Lineal Industries team should be proud of winning
back this well-known legacy customer."
On another note, Mr. Connolly added, "We would also like to
reassure our Camber shareholders that the pending audit and Form
8-K/A report concerning the Camber acquisition of Lineal Star and
its subsidiaries is being pursued with all available resources and
even with significant flooding in Houston last week, and additional
unexpected documentation requirements from our auditors needed to
complete the report, we are doing everything necessary to get this
work completed as soon as possible."
About Camber Energy
Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American:
CEI) -- http://www.camber.energy/-- is an independent oil and gas
company engaged in the development of crude oil, natural gas and
natural gas liquids in the Hunton formation in Central Oklahoma in
addition to anticipated project development in the Texas Panhandle.
The Company also provides midstream and downstream pipeline
specialty construction, maintenance and field services via its
recently announced acquisition agreement with Lineal Star Holdings
LLC.
Camber Energy reported net income of $16.64 million for the year
ended March 31, 2019, following a net loss of $24.77 million for
the year ended March 31, 2018. As of June 30, 2019, the Company
had $7.16 million in total assets, $1.97 million in total
liabilities, and $5.19 million in total stockholders' equity.
Camber Energy received on July 2, 2019, a deficiency letter from
NYSE American LLC stating that the Company is not in compliance
with the continued listing standards as set forth in Section
103(f)(v) of the NYSE American Company Guide. The Deficiency
Letter indicated that the Company's securities have been selling
for a low price per share for a substantial period of time.
CARESTREAM HEALTH: Moody's Alters Outlook on B3 CFR to Stable
-------------------------------------------------------------
Moody's Investors Service affirmed Carestream Health, Inc.'s
Corporate Family Rating at B3 and its Probability of Default Rating
at B3-PD. Moody's also affirmed the company's first lien credit
facilities at B1 and upgraded the second lien term loan to Caa1
from Caa2. The outlook was revised to stable from negative.
The revision in outlook reflects the positive impact on leverage
from the sale of the company's HCIS business and the application of
net proceeds to repay outstanding debt. Debt/EBITDA was
approximately 4.6x for the LTM period ending June 30, 2019 on a
pro-forma basis. The outlook revision also considers actions taken
by the company to moderate the impact of tariffs on exports of
certain products to China from the US and progress to date on
achieving cost reductions.
The upgrade of the second lien term loan reflects improved recovery
prospects following the repayment of a material amount of first
lien debt following the sale of the HCIS business.
The following ratings were affirmed:
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
First lien credit facilities due 2021 at B1 (LGD 3)
The following rating was upgraded:
Second lien term loan to Caa1 (LGD 5) from Caa2 (LGD 5)
Outlook actions:
Revised to stable from negative.
Ratings Rationale
Carestream's B3 Corporate Family Rating reflects the company's high
reliance on its film business, which comprises the majority of
earnings. Moody's expects that the medical film business will
remain in structural decline for the foreseeable future. The
company benefits from a creditable position in medical digital
products, which Moody's believes offers longer-term growth
opportunities. Carestream's ratings reflect its moderate leverage
with debt/EBITDA in the mid-four times range following recent asset
sales. Moody's also expects that the company will continue to make
meaningful progress reducing its cost structure which will offset
structural declines in revenue. The company remains exposed to
changes in trade policy that could result in incremental costs from
rising tariffs on the exports of its products to key markets
including China. The company is expected to maintain aggressive
financial policies given its ownership by a private equity sponsor.
The rating also reflects the company's high level of debt
maturities in 2021 and need to refinance within the next year.
Medical device companies face moderate social risk. However, they
regularly encounter elevated elements of social risk, including
responsible production as well as other social and demographic
trends. Risks associated with responsible production include
compliance with regulatory requirements for safety of medical
devices as well as adverse reputational risks arising from recalls,
safety issues or product liability litigation. Medical device
companies will generally benefit from demographic trends, such as
the aging of the populations in developed countries. That said,
increasing utilization may pressure payors, including individuals,
commercial insurers or governments to seek to limit use and/or
reduce prices paid. Moody's believes the near-term risks to pricing
are manageable, but rising pressures will evolve over a longer
period.
The stable outlook reflects Moody's expectations leverage will
remain moderate as the benefit of cost savings initiatives will
offset structural revenue declines in its film business. The
outlook reflects Moody's expectations that the company will make
meaningful progress over the next couple of quarters refinancing
its 2021 debt maturities.
Ratings could be upgraded if Carestream continues to execute its
cost reduction plans, which would be evidenced in sustained
improvement in operating margins. In addition, the company would
need to maintain at least stable earnings from its film business.
The company would also need to maintain good liquidity, address its
2021 debt maturities and maintain debt/EBITDA below five times.
Ratings could be downgraded if liquidity were to erode, sales
declines accelerate, the company is unable to make progress
refinancing its 2021 debt maturities, or changes in trade policy
result in a material increase in costs via tariffs or other means.
Quantitatively, ratings could be downgraded if debt/EBITDA was
sustained above six times.
The principal methodology used in these ratings was Medical
Products and Device Industry published in June 2017.
Headquartered in Rochester, NY, Carestream Health is a global
provider of medical imaging products. The company's film business
provides specialized paper to produce images from digital x-rays,
printers, non-destructive testing, dental film and contract
manufacturing. The company's medical digital business provides
digital medical imaging systems. The company's LTM revenues are
approximately $1.5 billion. Carestream is owned by affiliates of
Onex Corporation.
CENTINELA VALLEY: Disclosures Approved; Plan Hearing Dec. 12
------------------------------------------------------------
Centinela Valley Endoscopy Center, Inc., has won approval of the
disclosure statement explaining its Chapter 11 Plan, and is slated
to seek confirmation of the Plan on Dec. 12, 2019.
Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California, Los Angeles Division, ruled the the
motion to approve disclosure statement is granted on condition that
the Debtor amends the disclosure statement to make the following
changes:
* Amend Section VIII.A.2 to include a notation that alerts
readers that the list of contracts and leases Movant will assume
are listed in Exhibit F; and
* Amend Section VIII.E, to clarify the treatment of Class 3(a),
claimant Pitney Bowes, to state that the Debtor shall pay the total
claim of $230.64 quarterly with $115.32 per quarter until the
agreement ends on June 1, 2020.
The following dates and deadlines are set, related to a hearing on
a Motion to Confirm Plan of Reorganization:
A. Dec. 12, 2019, at 11:00 a.m. is set for a hearing on a motion
to confirm the plan.
B. Nov. 10, 2019, is the deadline for claimants and other
parties in interest to file and serve a preliminary objection to
confirmation of the plan.
C. Nov. 21, 2019, is the deadline for the Debtor to file and
serve a motion to confirm the plan.
About Centinela Valley
Centinela Valley Endoscopy Center, Inc., is a California
corporation operating a free-standing ambulatory endoscopy center
for procedures not requiring hospital admission, formed on Sept.
18, 2003 by doctors Stephen A.C. Parnell, Donald R. Henderson,
Steven A. Lerner, and Mark Lott in response to the need for
cost-effective diagnostic services in the medically underserved
community of Inglewood, California.
Centinela Valley Endoscopy Center sought Chapter 11 protection
(Bankr. C.D. Cal. Case No. 18-21391) on Sept. 28, 2018, estimating
$100,001 to $500,000 in assets and $500,001 to $1 million in
liabilities. The Debtor is represented by Nina Z Javan at
Weintraub & Selth, APC.
CHARLOTTE RUSSE: Exclusivity Period Extended Until Dec. 2
---------------------------------------------------------
Judge Laurie Selber Silverstein extended the period during which
only CR Holding Liquidating Inc. and its affiliates can file a
Chapter 11 plan to Dec. 2.
The companies can solicit acceptances for the plan until Jan. 29,
2020.
About Charlotte Russe Holding
Charlotte Russe Holding, Inc., now known as CR Holding Liquidating
Inc., is a specialty fashion retailer of young women's apparel and
accessories comprised of seven entities. The company and its
affiliates are headquartered in San Diego, California and have one
distribution center located in Ontario, California. In addition,
the companies lease office space in Los Angeles, California and San
Francisco, California, where they primarily conduct merchandising,
marketing, e-commerce and technology functions.
The companies sell their merchandise to customers in the contiguous
48 states, Hawaii, and Puerto Rico through their online store and
512 Charlotte Russe brick-and-mortar stores located invarious
regional malls, outlet centers, and lifestyle centers. The bulk of
the companies' apparel and accessory products are sold under the
Charlotte Russe brand with ancillary brands for denim and perfume
(Refuge), young women's plus-size apparel (Charlotte Russe Plus),
and cosmetics (Charlotte by Charlotte Russe).
Charlotte Russe Holding and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-10210) on Feb. 3, 2019. At the time of the filing, Charlotte
Russe Holding estimated assets of $100 million to $500 million and
liabilities of $100 million to $500 million.
The cases are assigned to Judge Laurie Selber Silverstein.
The Debtors tapped Bayard, P.A. and Cooley LLP as their bankruptcy
counsel; Guggenheim Securities, LLC as their investment banker; A&G
Realty Partners, LLC as lease disposition consultant and business
broker; Gordon Brothers Retail Partners LLC, Hilco Merchant
Resources LLC and Malfitano Advisors, LLC as liquidation
consultant; and Donlin, Recano & Company, Inc., as claims and
noticing agent.
CONSOLIDATED INFRASTRUCTURE: Needs More Time to Formulate Exit Plan
-------------------------------------------------------------------
Consolidated Infrastructure Group, Inc. asks the U.S. Bankruptcy
Court for the District of Delaware to further extend the periods
during which the Debtor has the exclusive right to file a chapter
11 plan and to solicit acceptances thereof through and including
Jan. 27, 2020, and March 27, 2020, respectively.
The Debtor seeks to extend the Exclusive Periods in order to enable
it to evaluate available options for an efficient exit from chapter
11, including through a chapter 11 plan that will maximize
potential recoveries for its stakeholders. The Debtor intends to
continue negotiating with its creditors and focus on evaluating
paths for exiting chapter 11.
At the outset of the chapter 11 case, the Debtor has focused on
obtaining critical First and Second Day relief and complying with
its duties as debtor-in-possession under the Bankruptcy Code. The
Debtor also commenced and concluded a fulsome marketing, auction,
and sale process and obtained approval of the Sale of substantially
all of its assets, which the Debtor subsequently consummated. The
Debtor has further gained Court approval to reject the ARI Lease,
which became an unnecessary burden to the estate upon the closing
of the sale transactions.
In addition, the Debtor has engaged in extensive negotiations with
its creditors. The Debtor consensually resolved issues raised by
certain key creditors with respect to, among other matters, the
Debtor's postpetition financing, the entry into a new financing
arrangement for the funding of certain insurance premiums, the sale
of the Debtor's assets, and the rejection of a lease agreement.
About Consolidated Infrastructure
Created in 2016 and headquartered in Omaha, Nebraska, Consolidated
Infrastructure Group, Inc., provides underground utility and damage
prevention services to support others that do underground
construction and maintenance. By providing detailed information on
what lies beneath the surface, CIG's damage prevention services
help protect communities from damage that could otherwise occur
when utilities, other companies, or individuals dig underground.
CIG sought Chapter 11 protection (Bankr. D. Del. Case No. 19-10165)
on Jan. 30, 2019. The Hon. Brendan Linehan Shannon is the case
judge.
The Debtor disclosed $11.6 million in assets and $9 million in
liabilities as of Jan. 30, 2019.
Richards, Layton & Finger, P.A., is the Debtor's counsel.
Gavin/Solmonese LLC is the financial advisor and investment banker.
Omni Management Group is the claims and noticing agent.
CR COMMERCIAL: Exclusivity Period Extended Until Nov. 15
--------------------------------------------------------
Judge Eddward Ballinger Jr. of the U.S. Bankruptcy Court for the
District of Arizona extended the period during which only CR
Commercial Contractors, Inc. can file a Chapter 11 plan to Nov. 15.
The extension of CR Commercial's exclusivity period will give the
company ample time to settle claims of creditors and work with
pre-bankruptcy project owners and managers to reduce the overall
amount owed to its general unsecured creditors prior to filing a
plan, according to court filings.
About CR Commercial Contractors
Based in Phoenix, Arizona, CR Commercial Contractors, Inc. --
http://crcontractors.com/-- a privately held company that offers
general contractor services, filed a voluntary Chapter 11 petition
(Bankr. D. Ariz. Case No. 19-02937) on March 18, 2019. The
petition was signed by Douglas R. Terrill, chief operating
officer.
At the time of filing, the Debtor had total assets of $881,104 and
total liabilities of $2,268,945.
The case is assigned to Judge Eddward P. Ballinger Jr. The Debtor
is represented by Allan D. Newdelman, Esq., Phoenix, Ariz.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
DATUM TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Datum Technologies LLC
6700 Professional Parkway W
Sarasota, FL 34240
Business Description: Datum Technologies LLC --
https://www.datumtechnologies.com --
is an IT services company focused on the
multi-unit restaurant industry, managing
both restaurant and corporate level
technology throughout the United States.
At the store level, the Company implements,
supports, and maintains a variety of points-
of-sale (POS), back office platforms, and
integrations (online ordering, loyalty, gift
cards, kitchen video). At the corporate
level, it supports above-store platforms for
menu management and reporting, along with
business networking, servers,
telecommunications, desktop & peripheral
products.
Chapter 11 Petition Date: October 7, 2019
Case No.: 19-09507
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtor's Counsel: Lori V. Vaughan, Esq.
TRENAM LAW
101 E. Kennedy Boulevard, Suite 2700
Tampa, FL 33602
Tel: 813-223-7474
Fax: 813-229-6553
E-mail: lvaughan@trenam.com
Total Assets: $1,164,551
Total Liabilities: $9,846,580
The petition was signed by Rafael Alfonzo, chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/flmb19-09507.pdf
DELUXE ENTERTAINMENT: Stroock Represents Secured Lenders Group
--------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Stroock & Stroock & Lavan LLP provided notice that
it is representing the Ad Hoc Group of Secured Lenders in the
Chapter 11 cases of Deluxe Entertainment Services Group Inc., et
al.
In February 2019, the Ad Hoc Group of Secured Lenders retained
Stroock & Stroock & Lavan LLP as counsel in connection with a
potential deleveraging transaction contemplated by the Debtors.
Since its formation, certain additional lender parties joined the
Ad Hoc Group of Secured Lenders.
Stroock represents only the members of the Ad Hoc Group of Secured
Lenders and does not represent or purport to represent any persons
or entities other than the Ad Hoc Group of Secured Lenders in
connection with the above-captioned chapter 11 cases. The Ad Hoc
Group of Secured Lenders, both collectively and through its
individual members, does not represent or purport to represent any
other entities in connection with the Chapter 11 Cases.
Stroock has been advised by the members of the Ad Hoc Group of
Secured Lenders that, as of October 3, 2019, the individual members
of the Ad Hoc Group of Secured Lenders hold, or are the investment
advisors or managers for funds or accounts that hold, in the
aggregate, claims against or interests in the Debtors arising from
one or more of the following: (i) the Senior Priming Term Loan;
(ii) the Priming Term Loan; (iii) the Existing Term Loan; and (iv)
the DIP Term Facility.
As of Oct. 4, 2019, members of the Ad Hoc Group of Secured Lenders
and their disclosable economic interests are:
(1) Arbour Lane Capital Management, LP
777 Third Avenue
New York NY 10017
* DIP Term Loan Commitments: $22,000,000.00
(2) Avenue Capital Group
11 West 42nd St., 9th Floor
New York, NY 10036
* Senior Priming Term Loan: $776,419.51
* Priming Term Loan: $2,527,028.25
* Existing Term Loan: $18,947,667.56
* DIP Term Loan Commitments: $2,980,934.91
(3) AXA Investment Managers, Inc.
100 West Putnam Avenue
Greenwich, CT 06830
* Priming Term Loan: $3,231,810.00
* Existing Term Loan: $44,214,332.56
(4) CIFC Asset Management, LLC
875 Third Ave, 24th Floor
New York, NY 10016
* Senior Priming Term Loan: $3,944,351.95
* Priming Term Loan: $12,837,761.90
* Existing Term Loan: $97,257,638.98
* DIP Term Loan Commitments: $25,900,000.00
(5) CION Investment Management, LLC
3 Park Avenue South, 36th Floor
New York, NY 10016
* Senior Priming Term Loan: $4,000,000.00
* Priming Term Loan: $10,000,000.00
* Existing Term Loan: $25,212,993.50
* DIP Term Loan Commitments: $24,000,000.00
(6) Covenant Credit Partners, LLC
101 S. Tryon St., Suite 2700
Charlotte, NC 28280
* Priming Term Loan: $1,000,000.00
* Existing Term Loan: $2,478,526.66
* DIP Term Loan Commitments: 1,000,000.00
(7) CVC Credit Partners, LLC
712 Fifth Avenue, 42nd Floor
New York, NY 10019
* Priming Term Loan: $1,599,137.17
* Existing Term Loan: $17,162,859.86
(8) Ellington Management Group, LLC
53 Forest Avenue
Old Greenwich, CT 06870
* Priming Term Loan: $1,517,255.63
* Existing Term Loan: $14,298,345.89
* DIP Term Loan Commitments: $4,000,000.00
(9) Invesco Ltd.
6803 S. Tucson Way
Centennial, CO 80112
* Senior Priming Term Loan: $2,477,375.99
* Priming Term Loan: $8,063,165.64
* Existing Term Loan: $60,457,678.94
* DIP Term Loan Commitments: $14,000,000.00
(10) MidOcean Credit Partners
320 Park Avenue, Suite 1600
New York, NY 10022
* Priming Term Loan: $6,495,827.00
* Existing Term Loan: $48,705,768.94
* DIP Term Loan Commitments: $3,000,000.00
(11) MJX Asset Management
12 East 49th St.
New York, NY 10017
* Existing Term Loan: $36,779,801.33
* DIP Term Loan Commitments: $5,398,590.90
(12) Sculptor Capital Management
9 W. 57th Street, 40th FL
New York, NY 10019
* Priming Term Loan: $6,719,191.99
* Existing Term Loan: $50,380,554.00
(13) SEIX Investment Advisors, LLC
10 Mountain View Road
Suite C200
Upper Saddle River, NJ 07458
* Priming Term Loan: $3,622,858.39
* Existing Term Loan: $24,813,483.37
(14) Sound Point Capital Management, L.P.
375 Park Ave, 33rd Floor
New York, NY 10152
* Senior Priming Term Loan: $2,801,852.55
* Priming Term Loan: $12,627,898.29
* Existing Term Loan: $100,251,907.46
* DIP Term Loan Commitments: $11,139,114.95
(15) THL Credit Senior Loan Fund
570 Lexington Ave., 21st Floor
New York, NY 10022
* Priming Term Loan: $1,000,000.00
* Existing Term Loan: $10,773,566.56
* DIP Term Loan Commitments: $1,581,359.24
Counsel to Ad Hoc Group of Secured Lenders can be reached at:
STROOCK & STROOCK & LAVAN LLP
Kristopher M. Hansen, Esq.
Erez E. Gilad, Esq.
Jonathan D. Canfield, Esq.
Gabriel E. Sasson, Esq.
180 Maiden Lane
New York, NY 10038-4982
Telephone: (212) 806-5400
Facsimile: (212) 806-6006
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/sVZK1v
About Deluxe Entertainment
Deluxe Entertainment Services Group is the world's leading video
creation-to-distribution company offering global, end-to-end
services and technology. Through unmatched scale, technology and
capabilities, Deluxe enables the worldwide market for premium
content. The world's leading content creators, broadcasters, OTTs
and distributors rely on Deluxe's experience and expertise. With
headquarters in Los Angeles and New York and operations in 38 key
media markets worldwide, the Company relies on the talents of more
than 7,500 of the industry's premier artists, experts, engineers
and innovators.
On Oct. 3, 2019, Deluxe Entertainment Services Group Inc. and 26
affiliates each filed a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 19-23774).
Kirkland & Ellis, LLP is acting as legal counsel for the Company,
and PJT Partners is acting as its financial advisor. Prime Clerk
LLC is the claims agent.
FTI Consulting, Inc. is acting as financial advisor for a majority
group of its senior lenders, and Stroock & Stroock & Lavan LLP is
acting as the group's legal counsel.
DOUBLE L FARMS: Seeks Final Authorization on Cash Collateral Use
----------------------------------------------------------------
Double L Farms, Inc., asks the U.S. Bankruptcy Court for the
District of Idaho for emergency and final authorization to use cash
collateral.
The Debtor is heading into the harvest season and will need the
approval of cash collateral budget to complete their harvest. The
Debtor anticipates using up to $803,900 in cash collateral between
Oct. 1 and Feb. 29, 2020.
The Debtor believes these entities may have an alleged interest in
cash collateral: (a) Busch Agricultural Resources, LLC -- limited
to 2018 Barley only; (b) CNH Industrial Capital America, LLC; (c)
DLR, Inc.; (d) D.L. Evans; (e) Falls Fertilizer, Inc.; (f) Helena
Agri-Enterprises, LLC -- based on UCC Financing Statements filed
during the 90-day preference period; (g) Intermountain Farmers
Association -- based on UCC Financing Statements filed during the
90-day preference period; (h) Snap Advances, LLC; (i) Young & Young
Livestock, LLC -- believed to only have an interest in a portion of
the dairy herd and not the milk proceeds; (j) US Bank National
Association; and (k) ZB, National Association, dba Zion's First
National Bank
In order to provide adequate protection for Debtor's use of cash
collateral, creditors with pre-petition liens on Debtor's cash
collateral will be granted a valid, binding, enforceable, and
automatically perfected revolving post-petition adequate protection
replacement lien on all presently existing or after-acquired
post-petition assets of the Debtor of the same type or category in
which such creditors held a pre-petition lien, but only to the same
extent, value, priority and unavoidability as existed in the
Debtor's assets as of the petition date, and only to the extent of
cash collateral actually used. If in case the Court determines the
proposed adequate protection is insufficient, then Debtor requests
that a determination be made as to the amount to be paid as
adequate protection.
About Double L Farms
Double L Farms, Inc., is a privately-held company in Rigby,
Indiana, that operates in the farming industry.
Double L Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Idaho Case No. 18-40910) on Oct. 9, 2018. In the
petition signed by Jared Keith Lewis, president, the Debtor
estimated assets of $1 million to $10 million and liabilities of
$10 million to $50 million. Judge Joseph M. Meier oversees the
case. The Debtor tapped Maynes Taggart PLLC as its legal counsel.
DPW HOLDINGS: Removes Shareholder Ability to Call a Special Meeting
-------------------------------------------------------------------
The Board of Directors of DPW Holdings, Inc. approved an amendment
to the Company's Bylaws by revising the first paragraph of Section
2.3 of the Bylaws to remove the ability of stockholders to call a
special meeting of the Company's stockholders.
Prior to the Amendment, the first paragraph of Section 2.3 of the
Bylaws read as follows:
2.3 Special Meeting. Unless otherwise required by law or the
Certificate, special meetings of the stockholders may be called at
any time, for any purpose or purposes, only by (i) the Board, (ii)
the Chairman of the Board, (iii) the chief executive officer of the
Corporation, or (iv) holders of more than 20% of the total voting
power of the outstanding shares of capital stock of the Corporation
then entitled to vote.
Subsequent to the Amendment, the first paragraph of Section 2.3
Bylaws reads as follows:
2.3 Special Meeting. Unless otherwise required by law or the
Certificate, special meetings of the stockholders may be called at
any time, for any purpose or purposes, only by (i) the Board, (ii)
the Chairman of the Board or (iii) the chief executive officer of
the Corporation.
About DPW Holdings
DPW Holdings, Inc., formerly known as Digital Power Corp. --
http://www.DPWHoldings.com-- is a diversified holding company
pursuing growth by acquiring undervalued businesses and disruptive
technologies that hold global potential. Through its wholly owned
subsidiaries and strategic investments, the company provides
mission-critical products that support a diverse range of
industries, including defense/aerospace, industrial,
telecommunications, medical, crypto-mining, and textiles. In
addition, the company owns a select portfolio of commercial
hospitality properties and extends credit to select entrepreneurial
businesses through a licensed lending subsidiary.
DPW Holdings' headquarters is located at 201 Shipyard Way, Suite E,
Newport Beach, CA 92663.
DPW Holdings incurred a net loss of $32.98 million in 2018,
following a net loss of $10.89 million in 2017. As of June 30,
2019, the Company had $52.42 million in total assets, $30.57
million in total liabilities, and $21.84 million in total
stockholders' equity.
Marcum LLP, in New York, the Company's auditor since 2016, issued a
"going concern" qualification in its report dated April 16, 2019,
on the Company's consolidated financial statements for the year
ended Dec. 31, 2018, stating that the Company has a significant
working capital deficiency, has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
EB HOLDINGS II: Unsecureds to Be Paid in Full in One Year
---------------------------------------------------------
EB Holdings II, Inc. and its affiliate, EBT NewCo, LLC, jointly
propose a Prepackaged Chapter 11 Plan of Reorganization.
The Prepack Plan treats claims as follows:
* Pay-In-Kind Term Loan Claims (Class 3). The PIK Loan Claims
will be deemed allowed on the Effective Date in the aggregate
amount of $2,494,487,827. Each Holder of an Allowed PIK Loan Claim
will receive its pro rata share of 86.811% of the Reorganized EB
Holdings Stock, which Reorganized EB Holdings Stock shall,
automatically and without any action by the Holders of Allowed PIK
Loan Claims, immediately be contributed to NewCo in exchange for
such Holder's pro rata share of the Class B Units.
* General Unsecured Claims (Class 4). Each Holder of an allowed
general unsecured claim will receive payment in full as follows:
(i) its pro rata portion of $10,000 on the first business day 180
days after the Effective Date or as soon as practicable thereafter;
and (ii) the payment in full in cash of the outstanding balance of
such Claim on the earlier of: (a) the closing of the
Post-Restructuring Liquidity Event, and (b) the first business day
that is one year after the Effective Date or as soon as practicable
thereafter.
* Minority Shareholder Claims (Class 5). Each Holder of an EBT
Minority Shareholder Claim shall receive, in full and final
satisfaction, compromise, settlement, release, and discharge of,
and in exchange for, each such Claim, as well as their
contribution, transfer, assignment and delivery of all of their
right, title, and interest in the EBT Ordinary Shares to the
Debtor, its pro rata share of 12.804% of the Reorganized EB
Holdings Stock, which Reorganized EB Holdings Stock shall,
automatically and without any action by the Holders of EBT Minority
Shareholder Claims, immediately be contributed to NewCo in exchange
for such Holder's pro rata share of the Class C Units.
* Existing EB Holdings Interests (Class 7). The terms
“Existing EB Holdings Interests” the Interests that exist
immediately before the Effective Date, 100% of which are owned by
NewCo. As part of the negotiated settlement effectuated through
the Definitive Documents, on the Effective Date: (i) all Existing
EB Holdings Interests shall be cancelled, and (ii) the Holder of
the Existing EB Holdings Interests shall receive, in full and final
satisfaction, compromise, settlement, release, and discharge of,
and in exchange for, such Interests, 0.075% of the Reorganized EB
Holdings Stock.
Given the overwhelming support of the Holders of the PIK Loan
Claims, Existing EB Holdings Interests, and EBT Minority
Shareholder Claims, the Debtor elected to pursue a prepacked
restructuring because the Debtor believes that a pre-packaged plan
process will maximize value, minimize the costs of the
restructuring and any impact on the Debtor's business, and
expedite stakeholder recoveries. Following extensive, arm's-length
negotiations, holders of approximately 95% in aggregate amount of
the PIK Loan Claims and holders of 100% of the Existing EB Holdings
Interests have already agreed to support and vote in favor of the
Plan, pursuant to the Transaction Agreement. Holders of 100% of
the EBT Minority Shareholder Claims have already agreed to support
and vote in favor of the Plan pursuant to the EBT Minority
Contribution Agreement.
A full-text copy of the Disclosure Statement dated September 30,
2019, is available at https://tinyurl.com/y6c32fs3 from
PacerMonitor.com at no charge.
About EB Holdings II
EB Holdings II, Inc., is a holding company with assets consisting
primarily of 1,078,993 ordinary shares of Eco-Bat Technologies Ltd,
which represent 86.811% of the outstanding ordinary shares of EBT.
EBT is a parent company for a group of companies whose core
activities are the smelting, refining, manufacturing, and marketing
of lead and lead products, with significant additional revenue
streams from a diverse range of other metals and products. EBT is
the globally largest producer of and recycler of lead.
EB Holdings II sought Chapter 11 protection (Bankr. D. Nev. Case
No. 19-16364) on Sept. 30, 2019, to seek confirmation of a
pre-packaged plan of reorganization.
In the petition signed by Howard M. Meyers, president and owner,
the Debtor disclosed $1,176,337,232 in assets and $2,615,508,039 in
liabilities as of the bankruptcy filing.
The Debtor has hired Garman Turner Gordon LLP as counsel; Armory
Securities as financial advisor; and Prime Clerk LLC as claims
agent.
ELK PETROLEUM: Asks Court to Extend Exclusivity Period to Dec. 18
-----------------------------------------------------------------
Elk Petroleum Inc. and its debtor-affiliates asked the United
States Bankruptcy Court for the District of Delaware to extend the
exclusive periods to file a chapter 11 plan and to solicit
acceptances of such plan for approximately 90 days through and
including Dec. 18, 2019, and Feb. 16, 2020, respectively.
Upon the commencement of these bankruptcy cases, two of the Debtors
-- Elk Petroleum Aneth, LLC, and its wholly-owned subsidiary,
Resolute Aneth, LLC (collectively, the Plan Debtors) -- filed a
plan of reorganization, which was originally scheduled for
confirmation on July 18, 2019. However, two constituents of Aneth's
parent, Elk Petroleum, Inc. -- BSP Agency, LLC, which is a
contingent creditor of EPI, and the Official Committee of Preferred
Equity Security Holders for Elk Petroleum, Inc. -- have objected to
the proposed confirmation schedule and have filed various motions
and objections in these cases, including filing a motion (joined by
the Equity Committee) to appoint a chapter 11 trustee in the
Debtors' bankruptcy cases.
Since the filing of the various objections by BSP Agency and the
Equity Committee, the Debtors and their advisors have engaged in
arms’ length good faith negotiations in an attempt to resolve the
pending disputes, including with respect to the value of the Plan
Debtors' assets.
Following those negotiations, the Debtors sought court approval of
that certain Plan-Sale Settlement among (i) the Debtors, (ii) the
Equity Committee, (iii) BSP Agency, (iv) AB Elk Holdings LLC and AB
Co-Invest Elk Holdings LLC; (v) Riverstone Credit
Partners–Direct, L.P., Riverstone Credit Partners II–Direct,
LP, Riverstone Strategic Credit Partners S, L.P., and Riverstone
Strategic Credit Partners A-2 AIV, L.P.
The Plan-Sale Settlement resolves the concerns raised by BSP Agency
in connection with a number of issues, including the Trustee
Motion, and provides an efficient path forward in these chapter 11
cases through a marketing and sales process that the parties hope
will culminate in a consensual sale that provides for payment in
full of all outstanding secured obligations owed by the Plan
Debtors.
In light of the Plan-Sale Settlement, the Debtors now are asking
the Court to extend the current Exclusive Filing Period of Sept. 19
and the current Exclusive Solicitation Period of Nov. 18, for
approximately 90 days.
About Elk Petroleum
Elk Petroleum Inc. -- https://www.elkpet.com/ -- is an oil and gas
company specializing in enhanced oil recovery (EOR).
Elk Petroleum and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11157) on
May 22, 2019. At the time of the filing, Elk Petroleum estimated
assets of between $1 million and $10 million and liabilities of
less than $50,000. The petition was signed by Scott M.
Pinsonnault, chief restructuring officer.
The Debtors tapped Norton Rose Fulbright US LLP and Womble Bond
Dickinson (US) LLP as legal counsel; Ankura Consulting Group, LLC,
as restructuring advisor; Opportune LLP as valuation analysis
provider; and Bankruptcy Management Solutions, Inc., as claims and
noticing agent.
Andrew Vara, acting U.S. trustee for Region 3, on June 19 appointed
three equity security holders to serve on the committee of
preferred equity security holders in the Chapter 11 case of Elk
Petroleum, Inc.
The Office of the U.S. Trustee on May 31 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Elk Petroleum, Inc. and its
affiliates.
ERNEST VICKNAIR: DA's $22K Sale of Thibodaux Property Approved
--------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana authorized Patrick J. Gros, the Disbursing
Agent of Ernest A. Vicknair, Jr., to sell the Debtor's real
property and improvements thereon located in the Parish of
Terrebonne, State of Louisiana and described as 2244 Audubon
Avenue, Thibodaux, Louisiana, Terrebonne Parish Parcel #8875, to
Ernest A. Boudreaux or his designee for $22,000.
The final hearing on the Motion was held on Oct. 2, 2019.
The sale is "as is, where is" basis without warranties, and free
and clear of all liens, claims, or interests, with the liens,
claims, or interests being referred and attaching to the proceeds
of the sale.
Upon the closing of the Sale, all liens, claims, or interests are
unconditionally released as to the Debtor's interests in the
Hamilton Interest, but not from the proceeds of the Sale as
provided in the foregoing paragraph, and the Clerk of Court for
Lafourche Parish is authorized to cancel all such liens, claims,
and interests as to only the Debtor's interests in the Thibodaux
Property.
The Disbursing Agent is authorized to receive and retain the net
proceeds of the Sale of the Debtor's interests in the Hamilton
Interest for distribution pursuant to the terms of the Plan.
The Order will be effective immediately upon entry and no automatic
stay or execution pursuant to Rule 62(a) of the Federal Rules of
Civil Procedure or Bankruptcy Rule 6004(h) will apply with respect
to the Order.
The counsel for the Disbursing Agent will serve the Order on the
required parties who will not receive notice through the ECF system
pursuant to the Federal Rules of Bankruptcy Procedure and the Local
Rules of the Court and file a Certificate of Service to that effect
within three days.
About the Debtor
Ernest A. Vicknair, Jr., sought Chapter 11 protection (Bankr. E.D.
La. Case No. 17-11059) on April 27, 2017.
The Debtor tapped Eric J. Derbes, Esq., at The Derbes Law Firm,
LLC, as counsel.
On April 9, 2018, the Court confirmed the Debtor's Plan of
Reorganization as of Dec. 4, 2017 with Immaterial Modifications as
of Feb. 28, 2018, recognizing and appointing Patrick J. Gros as the
Disbursing Agent.
On June 21, 2018, the Court approved Tiffany Mohre and Kathy
Neugent as realtors.
FAMILY SERVICES I: Michael R. Ruffenach Tapped as Bankr. Counsel
----------------------------------------------------------------
Family Services I LLC asks for authorization from the U.S.
Bankruptcy Court for the District of Minnesota to employ Michael R.
Ruffenach as counsel for the Debtor.
Mr. Ruffenach has had more then 40 years experience practicing law,
including more than 38 years practicing before the Bankruptcy
Court.
Mr. Ruffenach attests that his firm has no connection with the
Debtor, creditors or other parties-in-interest and the U.S.
Trustee's Office. Family Services I and Family Services II are
related Funeral Services Homes operated by Jerry L Soldier. Family
Services I does all the funeral and cremations services for Family
Services II. Most of the unsecured creditors of Funeral Services
II are also unsecured creditors of Funeral Services of I. Also,
Family Services of I is a guarantor of Family Services II.
Handevidt, which is an inside creditor of Family Services II. He
is representing Family Services II, LLC, which is a companion
business of Family Services I, LLC. The only assets that Family
Services II has is believed to be a 1999 Cadillac Hearse, a small
amount in the checking account and some accounts receivables.
The firm may be reached at:
Michael R. Ruffenach, #94298
Attorney for Defendant
23665 Otter Dr. Laporte, MN 56461
Tel: (218) 751-6116
Fax: (218) 444-6116
Email: ruffenach@live.com
Family Services I, based in Walker, Minnesota, offers funeral and
cremation services. It filed for Chapter 11 bankruptcy (Bankr. D.
Minn. Case No. 19-50707) on September 9, 2019. The Hon. Robert J.
Kressel oversees the case. In its petition, the Debtor disclosed
$523,307 in total assets and $2,229,499 in total liabilities. The
petition was signed by Jerry Souder, authorized representative of
the Debtor.
FGI ACQUISITION: Moody's Assigns B3 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
Caa1-PD Probability of Default Rating to FGI Acquisition Corp. At
the same time, Moody's assigned a B3 rating to proposed $27.5
million senior secured revolving credit facility and $200 million
senior secured first lien term loan. The outlook is stable. This is
the first time Moody's has assigned ratings to Flexitallic.
Proceeds from the debt issuance, combined with $42 million of
equity will be used to refinance the existing debt, repurchase
warrants and pay related fees and expenses.
Assignments:
Issuer: FGI Acquisition Corp.
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned Caa1-PD
Gtd Senior Secured First Lien Term Loan, Assigned B3 (LGD3)
Gtd Senior Secured Revolving Credit Facility, Assigned B3 (LGD3)
Outlook Actions:
Issuer: FGI Acquisition Corp.
Outlook, Assigned Stable
RATINGS RATIONALE
Flexitallic's B3 CFR is constrained by the company's small revenue
size of less than $200 million, narrow market focus, constrained
free cash flow and exposure to highly cyclical industrial sectors.
The rating benefits from the company's strong niche market position
with strong margins and expanding international presence that
leverages its position to serve large corporate clients. The high
cyclicality in its end-markets, particularly with 25% revenue
exposure to the upstream oil & gas sector presents downside risk.
However, the company's products represent a very small portion of
its client cost, which together with its significant presence in
the MRO business, variable cost structure and low maintenance needs
could moderate cash flow volatility in a weak economic environment.
Regional concentration of suppliers in China exposes the company to
rising tariffs. This risk to date has been mitigated by pass
through provisions in its contractual agreements and the recent
build out of the Thailand facility will provide an ability to
mobilize production. While the customer base is somewhat diverse,
the company's top two customers, who are distributors, account for
18% of revenue and create some concentration risk. Moody's views
the company's current negative free cash flow as a key credit
weakness. Restructuring costs and non-recurring charges have been
large cash uses and the company needs to demonstrate its ability to
generate positive free cash flow to sustain the rating. A broad
geographic footprint and continued growth investments are favorable
considerations for the rating.
Moody's estimates the pro forma Moody's adjusted debt/EBITDA is
5.3x and EBITA/interest expense is 1.8x for the twelve months ended
30 June 2019. Management's ability to shift its business mix
towards high margin products - Thermiculite and Change Gaskets,
which represent a small volume, should improve profitability.
Steady endmarket demand, new business wins and international
expansion underpins Moody's expectation of low-to-mid single digit
earnings growth and should reduce leverage to 5.0x over the next
12-18 months. Free cash flow is also expected to turn positive in
2020 as restructuring and non-recurring charges abate. Nonetheless,
these expectations are subject to the company's financial policies
under its private equity ownership, including event risk associated
with debt-financed acquisitions or shareholder returns. To date,
Bridgepoint, the company's private equity sponsor, has not taken
any financial dividends or made any material acquisitions.
The B3 CFR also reflects a 65% family recovery rate at the point of
default. Flexitallic's all secured debt structure and the existence
of maintenance covenants supports Moody's view that Flexitallic
would have a higher recovery rate than the average 50% recovery
rate typically used.
The stable outlook reflects Moody's expectation of modest earnings
growth and positive free cash flow generation over the next 12-18
months.
The rating could be downgraded if revenue and earnings decline and
liquidity deteriorates, leading to negative free cash flow. Given
Flexitallic's small scale and narrow operating scope, an upgrade is
unlikely in the near-term. However, ratings could be upgraded if
Flexitallic's scale and contract revenue increases, end-market
diversity improves, and EBITDA margin is maintained above 20%. An
upgrade would also require that debt/EBITDA is sustained below
4.75x and free cash flow increases to 7.5% of debt.
The first lien credit agreement contains provisions for incremental
debt capacity of up to the greater of $42.5 million and trailing
twelve months consolidated EBITDA plus additional amounts subject
to a closing date first lien net leverage ratio, if pari passu
secured or closing secured net leverage ratio, if secured on a
junior basis. Expected terms allow the release of guarantees when
any subsidiary ceases to be wholly owned; there are no anticipated
"blocker" provisions providing additional restrictions on top of
the covenant carve-outs to limit collateral leakage through
transfers of assets to unrestricted subsidiaries and requirements
for asset based sales proceeds steps down to 50% and 0% if the
First Lien Leverage Ratio is equal to or less than 1.0x and 1.5x,
respectively.
Headquartered in Houston, Texas, Flexitallic manufacturers gaskets
and other static sealing solutions for industrial applications. The
company operates plants spread across US, UK, China and Canada and
serves diverse endmarkets including oil & gas, chemicals,
construction and other industrial sectors. Revenues for the last
twelve months ended 30 June 2019 is estimated to be $178 million.
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
FIRST FLORIDA: U.S. Trustee Appoints M. Milliken as Ombudsman
-------------------------------------------------------------
The U.S. Trustee appointed Michael Milliken as patient care
ombudsman for First Florida Living Options LLC.
The PCO will:
(1) Monitor the quality of patient care provided to patients of
the debtor, to the extent necessary under the circumstances,
including interviewing patients and physicians;
(2) No later than 60 days after the date of this appointment,
and not less frequently than at 60 day intervals thereafter, report
to the Court after notice to the parties in interest, at a hearing
or in writing, regarding the quality of patient care provided to
patients of the debtor;
(3) If such ombudsman determines that the quality of patient
care provided to patients of the debtor is declining significantly
or is otherwise being materially compromised, file with the Court a
motion or a written report, with notice to the parties in interest
immediately upon making such determination; and
(4) Maintain any information obtained by such ombudsman under
the Bankruptcy Code
The notice shall state the date and time when the report will be
made, the manner in which the report will be made, and, if the
report is in writing, the name, address, telephone number, email
address, and website, if any, of the person from whom a copy of the
report may be obtained at the debtor's expense.
The PCO can be reached at:
Michael Milliken
State Long-Term Care Ombudsman
Florida Department of Elder Affairs
Long Term Care Ombudsman Program
4040 Esplanade Way, Suite 380
Tallahassee FL 32399
Email: Millikenm@elderaffairs.org
About First Florida Living Options
First Florida Living Options LLC, d/b/a Hawthorne Health and Rehab
of Ocala, d/b/a Hawthorne Village of Ocala, d/b/a Hawthorne Inn of
Ocala, formerly known as Surrey Place of Ocala, based in Ocala,
Fla., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
19-02764) on July 22, 2019. The petition was signed by John M.
Crock, vice president of Florida Living Options, Inc., MGMR. The
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities as of the bankruptcy filing. Johnson Pope
Bokor Ruppel & Burns, LLP serves as bankruptcy counsel.
FOOT AND ANKLE: May Continue Using Cash Collateral Through Oct. 25
------------------------------------------------------------------
Judge Jacqueline Cox of the U.S. Bankruptcy Court for the Northern
District authorized Foot and Ankle Healthcare Center Ltd. to use
the cash collateral of JPMorgan Chase Bank, N.A., Business Backer,
Funding Circle, Lakeside Bank, and LG Funding on an interim basis
through Oct. 25, subject to the terms ans conditions of the
Eleventh Interim Order.
The Debtor may use cash collateral for items set forth in the
budget, to pay ordinary and reasonable business expenses to operate
the business, and no expenditure of the Debtor will exceed 10% of
the budgeted disbursements without the consent of the Pre-Petition
Lenders.
Chase Bank, Business Backer, Funding Circle, Lakeside Bank, and LG
Funding are granted replacement liens in the Debtor's Business
Assets including but not limited to all inventory and accounts
receivables and additions, accessions and replacements of those
assets upon and the proceeds received by the Debtor in those
assets.
The lien and security granted to Chase Bank, Business Backer,
Funding Circle, Lakeside Bank, and LG Funding will have the same
validity, perfection and enforceability as the pre-petition liens
held by Chase Bank, Business Backer, Funding Circle, Lakeside Bank,
and LG Funding without any further action by the Debtor or Chase
Bank, Business Backer, Funding Circle, Lakeside Bank, and LG
Funding and without executing or recording any financing
statements, security agreements, or other documents.
The Debtor will maintain adequate property insurance on its
Business Assets including but not limited to inventory and accounts
receivables and additions, accessions and replacements of those
assets.
In addition, the Debtor will maintain insurance covering the full
value of all collateral, and will permit onsite inspection of such
collateral, policies of insurance, and financial statements,
including but not limited to, monthly operating reports.
The Debtor will make adequate protection payments as follows:
JPMorgan Chase Bank $2,500
Business Backer $960
Funding Circle $877
Lakeside Bank $2,390
LG Funding $506
A status conference is set for Oct. 23, 2019 at 10:00 a.m.
About Foot and Ankle Healthcare
Foot and Ankle Healthcare Center, Ltd., which specializes in the
medical and surgical management of foot and ankle disorders, filed
a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-34613) on Dec.
14, 2018. In the petition signed by Vadim Goshko, president, the
Debtor estimated assets and liabilities at $1 million to $10
million. The case is assigned to Judge Jacqueline P. Cox. The
Debtor tapped Schneider & Stone as its legal counsel.
GARDA WORLD: S&P Affirms 'B' Issuer Credit Rating; Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed all of its ratings, including its 'B'
issuer credit rating, on Montreal-based security and cash services
provider Garda World Security Corp.
The rating affirmation follows the company's announcement of a
refinancing transaction in connection with the previously announced
acquisition of the company by a group led by Stephan Cretier and
investment funds advised by BC Partners Advisors L.P.
Meanwhile, S&P assigned its 'B' issue-level rating, with a '3'
recovery rating, to Garda's proposed secured debt facilities
(US$1.438 billion term loan due 2026 and US$335 million credit
facility due 2024), and assigned its 'CCC+' issue-level rating,
with a '6' recovery rating, to Garda's proposed up to US$779
million senior unsecured notes due 2027.
S&P expects Garda's credit measures to remain stable through 2020
following the refinancing transaction. The proceeds of the new debt
will be used to repay existing term loans, amounts outstanding
under the existing credit facility, and the existing senior
unsecured notes (due 2021 and 2025). The principal amount of the
new senior unsecured notes will be reduced by the principal amount
of the 2025 notes that remain outstanding, if any, at the
completion of the previously announced change-of-control tender
offer.
Pro forma for the refinancing transaction, S&P estimates Garda's
debt levels to modestly increase but leverage and coverage ratios
to remain close to the rating agency's threshold for the current
rating, including adjusted FFO cash interest coverage of about 2x
and adjusted debt-to-EBITDA of 7x-8x through fiscal 2021. In S&P's
view, this leaves the company with limited room to underperform
relative to the rating agency's forecasts before it would consider
a negative rating action. Garda's financial risk profile is largely
characterized by consistently high debt levels and private equity
ownership. S&P expects the company will maintain high but
relatively stable debt levels, with leverage remaining well above
5x, due in large part to Garda's growth-by-acquisition strategy.
The company has completed a series of debt-funded acquisitions in
recent years that limited improvement in pro forma credit measures,
and S&P expects this will continue.
The stable outlook reflects S&P's expectation that Garda will
increase its earnings and cash flow from the integration of recent
acquisitions and improve profitability, which should mitigate the
impact of higher debt levels over the past year. S&P expects the
company will generate adjusted debt-to-EBITDA in the low-to-mid 7x
area and adjusted FFO cash interest coverage in the 2x area over
the next couple of years.
"We could lower our ratings on Garda within the next 12 months if
adjusted FFO cash interest coverage approaches 1.5x or the company
sustains adjusted debt-to-EBITDA above 8.0x. This could occur from
weaker-than-expected earnings and cash flow resulting from
competitive pressures or operating inefficiencies," S&P said,
adding that it could also occur if debt levels increase materially
to potentially finance acquisitions with poor prospects of
improving credit metrics.
"We could upgrade Garda in the event the company demonstrates a
commitment to sustaining adjusted debt-to-EBITDA close to 5x, which
we believe is unlikely within the next 12 months. We believe
acquisitions funded primarily with debt will remain an important
part of Garda's growth strategy and limit rating upside," the
rating agency said.
GEORGE WASHINGTON BRIDGE: Case Summary & Top Unsecured Creditors
----------------------------------------------------------------
Debtor: George Washington Bridge Bus Station
Development Venture LLC
4211 Broadway
New York, NY 10033
Business Description: George Washington Bridge Bus Station
Development Venture LLC is a Manhattan bus
terminal developer.
Chapter 11 Petition Date: October 7, 2019
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Case No.: 19-13196
Judge: Hon. Shelley C. Chapman
Debtor's Counsel: Michael D. Sirota, Esq.
COLE SCHOTZ P.C.
1325 Avenue of the Americas, 19th Floor
New York, NY 10019-6079
Tel: (201) 489-3000
212 752-8000
Fax: (201) 489-1536
E-mail: msirota@coleschotz.com
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by Bernard A. Katz, manager.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb19-13196.pdf
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Tutor Perini Building Litigation Claim $23,000,000
Corporation
1600 Arch Street, #300
Philadelphia, PA 19103
2. GSNF Sub-CDE 12 LLC Loan $14,065,000
c/o Goldman Sachs Bank USA
200 West Street
New York, NY
10282-2198
3. GWB Leverage Lender, LLC Loan $9,000,000
1930 Issac Newton
Square West - Suite 207
Reston, VA 20190
4. Zetlin & DeChiara LLP Professional $945,781
801 Second Avenue Services
New York, NY 10017
5. SJM Partners, Inc. Loan $898,682
11890 Sunrise
Valley Drive - Suite 554
Reston, VA 20190
6. FTI Consulting, Inc. Professional $578,846
PO Box 418005 Services
Boston, MA
02241-8005
7. DTI Trade Debt $430,950
Dept 0250 - PO Box 12050
Dallas, TX
75312-0250
8. STV Incorporated Trade Debt $418,595
205 West Walsh Drive
Douglassville, PA 19518
9. Goldberg & Banks, PC Professional $227,087
1829 Reisterstown Services
Road - Suite 120
Pikesville, MD 21208
10. Construction Claims Group Trade Debt $203,831
240 Cedar Knolls Road - Suite 106
Cedar Knolls, NJ 07927
11. American Arbitration Trade Debt $188,475
Association
1301 Atwood
Avenue - Suite 211N
Johnston, RI 02919
12. Botsaris Morris Professional $184,385
Realty Group Services
358 Fifth Avenue - Suite 902
New York, NY 10001
13. Port Authority of NY & NJ Landlord $141,500
PO Box 95000
Philadelphia, PA
19195-1517
14. Facility Value Inc. Trade Debt $118,035
5030 Broadway - Suite 633
New York, NY 10034
15. Baker Tilly Virchow Professional $95,580
Krause, LLP Services
6219 Leesburg Pike - Suite 800
Vienna, VA 22182
16. Veritext New York Trade Debt $90,928
Reporting Co.
330 Old Country Road - Suite 300
Mineola, NY 11501
17. Daniel B. Katz & Professional $85,000
Associates, Corp. Services
920 Sylvan Avenue - Suite 220
Englewood Cliffs, NJ 07632
18. SRS Real Estate Professional $65,000
Partners - Northeast, LLC Services
366 Madison Avenue - 5th Floor
New York, NY 10017
19. Nautilus Consulting, LLC Professional $59,950
6800 Jericho Services
Turnpike - Suite 216E
Syosset, NY 11791
20. C.A.R.E Enterprises Inc. Trade Debt $59,329
PO Box 725
Bayport, NY 11705
GOMEZ $ GLOBAL: Seeks Authority to Use Cash Collateral
------------------------------------------------------
Gomez $ Global LLC seeks authority from the U.S. Bankruptcy Court
for the Northern District of Texas to use the cash collateral of
Acme Company, Business Advance Team, Mantis Funding, and Park
Avenue Recovery.
The cash collateral will be used to continue the Debtor's ongoing
operations and rearrange its affairs. The Debtor needs to continue
to operate in order to pay its ongoing expenses, generate
additional income and to propose a plan in the case.
The Debtor will be providing the Secured Lenders with post-petition
liens, a priority claim in the Chapter 11 bankruptcy case, and cash
flow payments.
Gomez $ Global LLC operates a Benny's Bagels and Deli located in
Dallas, Texas. The company sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-33165) on Sept.
24, 2019.
The Debtor is represented by:
Joyce W. Lindauer, Esq.
Jeffery M. Veteto, Esq.
Guy H. Holman, Esq.
Joyce W. Lindauer Attorney, PLLC
12720 Hillcrest Road, Suite 625
Dallas, Texas 75230
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
GREAT SMOKY: Sale of Interest in 3 Krystal Restaurants to WAC OK'd
------------------------------------------------------------------
Judge Marcia Phillips Parsons of the U.S. Bankruptcy Court for the
Eastern District of Tennessee authorized Great Smoky Mountains
Enterprises, LLC's sale of its interest, including but not limited
to equipment and inventory, in the following three Krystal
restaurants to WAC Enterprises, Inc.: (i) 10708 Chapman Highway,
Seymour, Tennessee, (ii) 3379 Winfield Dunn Parkway, Kodak,
Tennessee, and (iii) 2041 Parkway, Pigeon Forge, Tennessee.
In exchange, GSME and WAC have agreed:
a. WAC will purchase GSME's entire interest in the three
Krystal stores for $1 and grant to GSME a security interest in the
equipment, inventory and accessions and proceeds thereof at the
three Krystal stores as additional collateral for the Aug. 23, 2019
Promissory Note from WAC payable to GSME.
b. WAC will sign a one-year lease with Trinity for $2,000
monthly with two one-year options for the same rent rate and four
5-year options for the Seymour store, but the four 5-year options
are contingent upon WAC and Trinity agreeing on the rent after the
initial one-year term and the two one-year option periods.
c. WAC will enter into its own Real Estate Leases with the
landlords for the Kodak and Pigeon Forge stores. WAC will enter
into its own Franchise Agreements with The Krystal Company for the
three Krystal stores.
d. WAC will purchase verified, usable food and paper stock
inventory and petty cash at the three Krystal stores. Payment for
the usable inventory and petty cash will be made to GSME by WAC
within seven days after closing.
e. WAC will assist and/or cooperate with Trinity to facilitate
any potential sale/lease back transaction for the Seymour store.
f. Trinity will pay WAC $24,154.63 for tenant improvements to
be used at WAC's sole discretion at the Pigeon Forge store. The
payment will be made at the closing of Trinity’s sale of the
Williamsburg property.
g. WAC receives four company vehicles: 2000 Chevy AST Van,
2003 Toyota CAM, 2008 Toyota UXS, 2008 Chevy AVL.
h. WAC also receives all equipment, dining room furnishings
and any needed signage from all stores GSME closes or has closed as
part of current deal.
i. No cross defaults on any of the leases with Trinity or
GSME.
j. GSME or Trinity LLC will pay WAC $35,079.00 in Tenant
improvement money to be used at WAC’s sole discretion for Kodak,
TN (KNXF10) at closing.
k. WAC will pay to The Krystal Company any transfer fees or
Franchise renewal fees connected with GSME's sale to WAC.
l. GSME and/or Trinity will be responsible for the Citizens
Bank encumbrances on the Seymour store and equipment transferred to
WAC made prior to the purchase date, and GSME will be responsible
for any other financial encumbrances.
m. Property taxes related to the three Krystal stores will be
prorated as of the date of closing. Any property taxes for the
Kodak and Pigeon Forge stores prior to June 5, 2019 will be treated
as prepetition claims.
n. The closing of the sale is subject to a general release by
The Krystal Co. of GSME and any guarantors of GSME's obligations to
The Krystal Company.
o. GSME is responsible for its attorney to prepare Bill of
Sale and closing documents. Trinity is responsible for its
attorney to prepare the Lease Agreement for the Seymour store.
These documents are subject to review by WAC's attorney for
approval and corrections, if any.
p. The transfer of the three Krystal stores will occur at
12:01 a.m. on Oct. 14, 2019.
The sale is ree and clear of liens and interests.
The closing of the sale is contingent upon: (1) execution of three
separate Lease Agreements between WAC and the landlords for the
Kodak, Pigeon Forge, and Seymour stores, pursuant to the terms
recited in the Motion related to these Leases, with the Seymour
Lease being subject to the assignment of Citizens Bank and the
monthly Lease payments to be paid to Citizens Bank pending further
Order of the Court, and (2) The Krystal Co.'s release of any damage
claim for GSME's rejection of the Franchise Agreements for the
three stores. The Aug. 26, 2019 Security Agreement between WAC and
GSME will be modified to include the equipment, inventory,
accessions and proceeds in the three stores.
The lien claims of Citizens Bank, the United States of America on
behalf of the Internal Revenue Service, and the Tennessee
Department of Revenue will attach to any proceeds of the sale in
the same priority as the liens had prior to the filing of the
Voluntary Petition on June 5, 2019.
Citizens Bank agrees to the payment of $35,079 from its cash
collateral for tenant improvement money to be used in WAC's sole
discretion for the Kodak, Tennessee restaurant. The $35,079
payment will be made to WAC on the closing date, which is expected
to be Oct. 14, 2019. Citizens Bank further agrees to a carve-out,
from Trinity’s forthcoming sale of the Williamsburg property, of
$24,155 to be paid to WAC (at the closing of the Williamsburg sale)
for tenant improvements to be used at WAC's sole discretion at the
Pigeon Forge restaurant.
Pursuant to Federal Rule of Bankruptcy Procedure 6004(h), the
14-day stay period is waived, and GSME may proceed to close the
sale of the business interests to WAC. GSME's attorney will file a
Report of Sale including an itemization of the inventory amount and
petty cash for each of the three restaurants, pursuant to Federal
Rule of Bankruptcy Procedure 6004(f).
About Great Smoky Mountains Enterprises
Headquartered in Knoxville, Tennessee, Great Smoky Mountains
Enterprises operates full-service restaurants.
Great Smoky Mountains Enterprises LLC filed a Chapter 11 bankrutpcy
petition (Bankr. E.D. Tenn. Case No. 19-51193) on June 5, 2019. In
the petition signed by Scott Burch, chief manager, the Debtor
estimated $50,000 in assets and $1 million to $10 million in
liabilities. Maurice K. Guinn, Esq., at Gentry, Tipton & McLemore,
P.C., represents the Debtor.
GREEN FIELDS SCHOOL: C. O'Brien Named Ombudsman
------------------------------------------------
The United States Trustee for the District of Arizona filed a
notice of appointment of Carrie O'Brien as Consumer Privacy
Ombudsman for Green Fields School.
Pursuant to Bankruptcy Rule 6004(g)(2)1 provides: If a consumer
privacy ombudsman is appointed under the United States trustee
shall file a notice of the appointment, including the name and
address of the person appointed. The United States trustee's notice
shall be accompanied by a verified statement of the person
appointed setting forth the person's connections with the
Carrie O'Brien assures the Court that she has no connections with
the Debtor, creditors, any other parties in interest, their
respective attorneys and accountants.
The Bankruptcy Code provides that a Consumer Privacy Ombudsman
shall not disclose any personally identifiable information obtained
by the Ombudsman under this title.
The CPO can be reached at:
Carrie L. O'Brien
Gust Rosenfeld One
East Washington Street, Suite 1600
Phoenix, AZ
(602) 257-7414
Email: cobrien@gustlaw.com
About Green Fields School
Green Fields School -- https://www.greenfields.org/ -- was an
independent, non-profit, coeducational school in Tucson, Arizona,
United States. It provided educational services for elementary,
middle and high school students. The school was closed on July 9,
2019.
Green Fields School sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 19-08642) on July 14,
2019. At the time of the filing, the Debtor disclosed $3,116,402
in assets and $2,267,418 in liabilities.
The case is assigned to Judge Brenda Moody Whinery. DeConcini
McDonald Yetwin & Lacy, P.C. is the Debtor's legal counsel.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Aug. 9, 2019. The committee is represented by Rusing
Lopez & Lizardi, P.L.L.C.
GREEN FIELDS: 75% to 95% Recovery for Unsecureds Under Plan
-----------------------------------------------------------
Tucson, Arizona-based college preparatory school Green Fields
School submitted its First Amended Plan of Reorganization and
Disclosure Statement on Sept. 30, 2019.
According to the First Amended Disclosure Statement, the Debtor
proposes to sell substantially all of its assets, which may also
include a sale of the entity, with the proceeds to be collected
into a single fund (the "Liquidating Trust") and distributed to
creditors in an orderly fashion by a Liquidating Trustee in
accordance with the priority scheme under the Bankruptcy Code.
Regarding the sale, the Debtor has proposed to sell substantially
all of its personal and real property to the highest bidder at an
auction. The two qualified bidders: Accelerated and Casas Adobes
Baptist Church, are anticipated to bid on Debtor's assets at a sale
hearing currently scheduled for Oct. 2, 2019. The assets may
include the Debtor’s real property, all intellectual property,
equipment and furnishings, and intangible property and good will.
The closing of the sale is expected to occur within days of the
sale.
Concurrently therewith, a Chapter 11 Liquidating Trustee is
expected to be appointed by the Court who will be responsible for,
among other things, distributing payments in accordance with the
priority scheme under the Bankruptcy Code. It is anticipated that
general unsecured claimants will receive somewhere between 75 cents
to 95 cents on the dollar, depending on the amount of
administrative expense claims and other factors such as
post-petition mortgage interest calculations. A summary of the
timing of distributions flowing to Creditors under the Plan is as
follows:
* Secured creditors with claims against the Debtor's real
property will be paid the pre-petition principal balance at
closing. The secured creditors will be paid their pre-petition and
post-petition interest claims as soon as practicable after the sale
once Debtor has an opportunity to review the computation of
interest asserted.
* The Liquidating Trustee will make distributions from the
Liquidation Fund to claimants holding unpaid allowed Administrative
Claims, secured claims of holders with interests in personal
property, Priority Claims, and unsecured Claims shortly after the
Effective Date
A full-text copy of the Disclosure Statement dated Sept. 30, 2019,
is available at https://tinyurl.com/yylysjuy from PacerMonitor.com
at no charge.
About Green Fields School
Green Fields School -- https://www.greenfields.org/ -- was an
independent, non-profit, coeducational school in Tucson, Arizona,
United States. It provided educational services for elementary,
middle and high school students. The school was closed on July 9,
2019.
Green Fields School sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 19-08642) on July 14,
2019. At the time of the filing, the Debtor disclosed $3,116,402 in
assets and $2,267,418 in liabilities.
The case is assigned to Judge Brenda Moody Whinery. DeConcini
McDonald Yetwin & Lacy, P.C. is the Debtor's legal counsel.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Aug. 9, 2019. The committee is represented by Rusing
Lopez & Lizardi, P.L.L.C.
HAGUE TEXTILE: Seeks to Hire Madoff & Khoury as Legal Counsel
-------------------------------------------------------------
Hague Textiles, Inc., seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to hire Madoff & Khoury LLP 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:
Partner $375
Of Counsel $375
Associate $275
Paralegals $150
Madoff & Khoury received a retainer in the amount of $21,717, of
which $6,500 was used for the firm's pre-bankruptcy services while
$1,717 was used to pay the filing fee.
David Madoff, Esq., at Madoff & Khoury, disclosed in court filings
that he and other members of the firm are "disinterested" within
the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David B. Madoff, Esq.
Steffani M. Pelton, Esq.
Madoff & Khoury LLP
124 Washington Street
Foxboro, MA 02035
508-543-0040
Email: madoff@mandkllp.com
About Hague Textiles
Hague Textiles, Inc. is a small, family-owned manufacturer,
focusing on leather and leather goods such as belts, bags, and
carrying case. The company sells products to retail and wholesale
customers, and is developing a business with corporate gifts.
Hague Textiles sought Chapter 11 protection (Bankr. D. Mass. Case
No. 19-13323) on Sept. 30, 2019. Madoff & Khoury LLP is the
Debtor's counsel.
HENRY ANESTHESIA: Taps Jones & Walden as Legal Counsel
------------------------------------------------------
Henry Anesthesia Associates LLC received approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire Jones
& Walden, LLC as its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include legal advice regarding its rights
and duties under the Bankruptcy Code, examinations, and those
necessary to the day-to-day operations of the Debtor's business.
The firm's hourly rates are:
Attorneys $225 - $375
Paralegals $125
The firm held a $36,717 retainer as of the petition date.
Leslie Pineyro, Esq., a partner at Jones & Walden, disclosed in
court filings that she and her firm does not represent any interest
adverse to the Debtor and its bankruptcy estate.
The firm can be reached through:
Leslie M. Pineyro, Esq.
Jones & Walden, LLC
21 Eighth Street, NE
Atlanta, GA 30309
Tel: (404) 564-9300
Fax: 404-564-9301
Email: lpineyro@joneswalden.com
info@joneswalden.com
About Henry Anesthesia Associates
Henry Anesthesia Associates LLC is a medical practice in
Stockbridge, Georgia specializing in anesthesiology. Henry
Anesthesia filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
19-64159) on Sept. 6, 2019. In the petition signed by Keith R.
Carringer, M.D., manager, the Debtor was estimated to have assets
of at least $50,000, and liabilities between $1 million and $10
million. Jones & Walden, LLC, represents the Debtor.
HESS INFRASTRUCTURES: Fitch Puts BB LT IDR on Rating Watch Pos.
---------------------------------------------------------------
Fitch Ratings placed the ratings for Hess Infrastructure Partners,
LP's on Rating Watch Positive. Fitch rates HESINF's Long-Term
Issuer Default Rating 'BB' and the senior secured rating
'BB+'/'RR1'. The senior unsecured rating is 'BB'/'RR4'. The ratings
have been placed on Rating Watch Positive following the
announcement that it will be acquired by Hess Midstream Partners
LP.
KEY RATING DRIVERS
HESINF Being Acquired by HESM: HESM has announced that it has
agreed to acquire HESINF. In addition, HESM will change its name to
Hess Midstream Operations LP, and will be consolidated under a
newly formed Up-C entity, Hess Midstream LP (ticker: HESM). The
Up-C allows the partnership to be owned by holding company, which
is taxed as a corporation. When the transaction closes, the
existing secured revolver and term loan debt at HESINF will be
repaid. The company intends to launch an offer for HESINF's $800
million unsecured notes to be exchanged for new HESM OpCo notes.
The company will also establish a $1 billion secured term revolver
and $400 million secured term loan.
HES Bakken Operations Solid: Contractually, Hess Corporation (HES;
BBB-/Stable) subsidiaries are the only recipients of all of
HESINF's services. HES guarantees the obligations of these
subsidiaries. The HES-HESINF contracts have fee mechanisms by which
HES protects HESINF from volume downsides and other risks. One type
of protection, minimum volume commitments (MVCs), have, from time
to time, been triggered for some of HESINF's services. Fitch views
HES as a strong performer with a consistent track record of strong
reserve growth at economical costs. Within the Bakken formation
region, which HES states gets its first call on capital among
operated properties, the company continues to make progress moving
down the cost curve. Since 2017, HES's quarterly Bakken barrel of
oil equivalent production trend has been consistently upward. In
July 2018, HES added a fifth Bakken drilling rig, and in September
2018 the company added a sixth one. Six rigs continue to run in
2019. Hess projects that production in the Bakken should increase
at a compound annual growth rate of approximately 20% between 2018
and 2021.
HESINF is in a joint venture for the Little Missouri 4 natural gas
processing plant, which went into service in the middle of 2019.
HESINF expects to reach its share of full capacity of 100 mmcf/d by
year-end 2019 (total capacity is 200 mmcf/d and 50% is HESINF's).
The growth represented by the Little Missouri 4 plant is
backstopped by expected Bakken growth, which is contractually
provided for under the foundational HES/HESINF contracts.
Expanding Capacity: HESINF is increasing its natural gas processing
capacity from its current position of 350 mmcf/d to 500 mmcf/d by
the middle of 2021. Capacity recently increased to 350 mmcf/d when
Little Missouri 4 came into service. The company will expand the
Tioga gas plant by 150 mmcf/d to 400 mmcf/d by the middle of 2021.
Small Single-Basin Midstream Company: The company serves a single
producing region of the U.S., featuring oil-focused production from
the Bakken formation in North Dakota. In recent years dating back
to late 2014 when oil prices collapsed at the end of the year,
North Dakota has not been the largest or fastest growing
hydrocarbon-producing region. Fitch acknowledges that volume risk
is largely mitigated by HESINF's contracts with HES subsidiaries.
Contracts Provide Two-Fold Revenue Protection: HESINF is a 100%
fee-based business. Its fixed-fees are subject to annual
recalculation based HESINF maintaining its targeted return on
capital through the end of 2023 and longer for the terminal and
export agreement as well as the water agreement. The calculation
also incorporates the production profile of HES. At the end of
2018, the tariff was updated for 2019 and it incorporated factors
from 2018 (such as the actual and forecast capex, operating
expenses, and the actual and forecast volumes). In addition to this
re-calculation structure, the suite of contracts provides that
near-term total revenues may be bolstered by minimum volume
commitments (MVCs).
In the 2018 10-K of HESINF investee Hess Midstream Partners LP
(NYSE ticker: HESM), it was disclosed that, in 2018, minimum volume
shortfall fee payments were $47.5 million (versus of $61.6 million
in 2017). The setting of MVCs is also an annual exercise. MVCs are
established each year for the current year and the two thereafter.
MVCs, once set, cannot be re-set lower. HES, as HESINF's
counterparty, will bear high effective unit-costs in a downside
volume scenario, by operation of the two revenue protection
mechanisms.
DERIVATION SUMMARY
Size is an important differentiating factor for Fitch when rating
gathering and processing companies. Smaller gathering and
processing companies generally do not have a diverse portfolio of
assets from which a choice asset can be sold during challenging
times in their production regions and can restrict the rating. In
2018, HESINF generated approximately $400 million of adjusted
EBITDA (excludes the minority interest attributed to Hess
Midstream). Higher rated EQT Midstream Partners, LP (EQM; BBB-)
generated nearly $1 billion of adjusted EBITDA during the same
year.
The basin served is also a factor in setting the rating for a
gathering and processing company. HES (BBB-/Stable) provides strong
revenue assurance terms in its subsidiaries' contracts with HESINF.
HES is a global upstream producer and a key region for the company
is the Bakken. HES's production in the Bakken has proven to be
solid and HES is very optimistic about growth in the next few
years. Fitch recognizes that production in the Bakken can be
volatile and did fall for the industry from early 2015 until the
middle of 2017. For HESINF's higher rated peer, EQM, its basin, the
Marcellus basin, showed strong growth throughout a period of low
natural gas prices that began in 2012.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
-- HESM successfully exchanges HESINF's $800 million of notes
(which will ultimately become HESM OpCo notes);
-- The transaction proceeds as anticipated and closes in
fourth-quarter 2019.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Upon the closing of the transaction, the rating for HESINF
will be upgraded to be equalized with HESM OpCo and withdrawn since
there will no longer be debt at HESINF.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Negative rating action for HESINF is not expected provided
that the transaction proceeds as expected.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Capex plans are expected to support organic
growth opportunities to its existing systems, and management
anticipates funding these cash on hand or using the company's $600
million revolver due 2022. Maturities are manageable, with the
company's only obligation in the next five years to keep a step-up
amortization schedule on the $200 million term loan of 0% in year
one to 10% in year five (currently in year two of the term loan).
Additionally, Hess Midstream Partners, LP (HESM), the publicly
traded entity within the Hess Infrastructure corporate structure,
maintains a $300 million revolver that matures in March 2021, which
is another source of funding for capex and operating activities for
the same pool of assets. As of June 30, 2019, this facility remains
undrawn.
Once HESINF is acquired, Fitch expects the new entity to have
adequate liquidity. HESM OpCo will establish a $1 billion five year
secured revolver.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch typically calculates midstream energy issuers' leverage by
using an EBITDA figure that excludes profit or distribution
attributable to a non-controlling interest.
PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS
The ratings for HESINF are on Rating Watch Positive since it agreed
to be acquired by HESM OpCo, which is rated one notch higher.
HUNTSINGER VENTURES: Taps Langley & Banack as Legal Counsel
-----------------------------------------------------------
Huntsinger Ventures LLC received approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire Langley & Banack,
Inc., 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.
Langley & Banack is "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
William R. Davis Jr., Esq.
Langley & Banack, Inc.
745 E Mulberry Ave, Ste 700
San Antonio, TX 78212
Phone: (210) 253-7135/(210) 736-6600
Fax: (210) 735-6889
Email: wrdavis@langleybanack.com
About Huntsinger VentureS
Huntsinger Ventures, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-52338) on Sept. 30,
2019. At the time of the filing, the Debtor was estimated to have
assets of less than $50,000 and liabilities of between $100,001 and
$500,000. The case is assigned to Judge Ronald B. King. Langley &
Banack, Inc., is the Debtor's legal counsel.
IMR SECURITY: Gets Court Approval to Hire Accountant
----------------------------------------------------
IMR Security & Investigation Services, LLC, received approval from
the U.S. Bankruptcy Court for the District of Puerto Rico to hire
Luis Cruz Lopez as its accountant.
Mr. Lopez will provide these services:
a. supervise the accounting affairs of the Debtor and its
operations;
b. prepare or review the Debtor's monthly operating reports
and other accounting reports necessary for the proper
administration of its bankruptcy estate;
c. prepare the projections and all other analysis required for
the proposal and confirmation of a Chapter 11 plan;
d. meet with the Debtor and its counsel to manage bankruptcy
affairs; and
e. attend hearings if needed.
The Debtor will pay the accountant a monthly fee of $150. The
retainer fee is $6,000.
Mr. Lopez is "disinterested" within the meaning of Section 101(14)
of the Bankruptcy Code, according to court filings.
Mr. Lopez maintains an office at:
Luis Cruz Lopez, C.P.A.
172 La Coruna St.
Ciudad Jardín
Caguas, PR 00727-1354
About IMR Security & Investigation Services
IMR Security & Investigation Services, LLC, a privately held
company in Puerto Rico that offers security and investigation
services, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D.P.R. Case No. 19-04668) on Aug. 16, 2019. At the time of
the filing, the Debtor had estimated assets of between $100,000 and
$500,000 and liabilities of between $1 million and $10 million.
The case is assigned to Judge Enrique S. Lamoutte Inclan. Nilda M.
Gonzalez-Cordero, Esq., is the Debtor's counsel.
IMR SECURITY: Gets Court Approval to Hire Bankruptcy Attorney
-------------------------------------------------------------
IMR Security & Investigation Services, LLC, received approval from
the U.S. Bankruptcy Court for the District of Puerto Rico to hire
Nilda Gonzalez-Cordero, Esq., as its legal counsel.
Ms. Gonzalez-Cordero 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 Debtor will pay the attorney an hourly fee of $200. Paralegals
assisting her will be paid $75 per hour.
The Debtor paid the attorney a retainer in the amount of $8,000.
Ms. Gonzalez-Cordero and her staff are "disinterested" within the
meaning of Section 101(14) of the Bankruptcy Code, according to
court filings.
Ms. Gonzalez-Cordero maintains an office at:
Nilda M. Gonzalez-Cordero, Esq.
P.O. Box 3389
Guaynabo, PR 00970
Tel: 787-721-3437/(787) 724-2480
Email: ngonzalezc@ngclawpr.com
About IMR Security & Investigation Services
IMR Security & Investigation Services, LLC, a privately held
company in Puerto Rico that offers security and investigation
services, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D.P.R. Case No. 19-04668) on Aug. 16, 2019. At the time of
the filing, the Debtor had estimated assets of between $100,000 and
$500,000 and liabilities of between $1 million and $10 million.
The case is assigned to Judge Enrique S. Lamoutte Inclan. Nilda M.
Gonzalez-Cordero, Esq., is the Debtor's counsel.
INPIXON: Chris Wiegand Lowers Stake to 4.8% as of Sept. 13
----------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, Chris Wiegand disclosed that it ceased to be a
beneficial owner of more than 5% of the outstanding shares of
common stock of Inpixon on Sept. 13, 2019.
As of Sept. 13, 2019, Mr. Wiegand beneficially owns 2,458,173
shares of common stock of Inpixon, which represents 4.85 percent of
the shares outstanding. The ownership percentage was calculated
using a denominator of 50,640,397, which is the sum of (i)
49,943,300 shares of Common Stock outstanding as of Sept. 13, 2019,
as reported in the Current Report on Form 8-K filed by the Issuer
on Sept. 13, 2019, and (ii) 697,097 shares of Common Stock that the
reporting person would receive in the event the Issuer obtains
stockholder approval for those shares, as required by the Nasdaq
Listing Rules.
As previously reported on the Initial Schedule 13D, on Aug. 15,
2019, the Issuer closed on that certain Share Purchase Agreement,
dated as of July 9, 2019, as amended on Aug. 8, 2019 and as further
amended on Aug. 15, 2019, by and among the Issuer, Inpixon Canada
Inc., a wholly owned subsidiary of the Issuer (the "Purchaser"),
Jibestream, each of the persons set forth on Exhibit A of the
Purchase Agreement, and Mr. Wiegand, as a vendor and as the
Vendors' representative, pursuant to which the reporting person
acquired shares of the Issuer's Common Stock in connection with the
acquisition by the Purchaser of 100% of the outstanding capital
stock of Jibestream.
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/nmQ2WX
About Inpixon
Headquartered in Palo Alto, California, Inpixon is a technology
company that helps to secure, digitize and optimize any premises
with Indoor Positioning Analytics (IPA) for businesses and
governments in the connected world. Inpixon Indoor Positioning
Analytics is based on new sensor technology that finds all
accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously.
Paired with a high-performance, data analytics platform, this
technology delivers visibility, security and business intelligence
on any commercial or government premises worldwide. Inpixon's
products, infrastructure solutions and professional services group
help customers take advantage of mobile, big data, analytics and
the Internet of Things (IoT).
Inpixon reported a net loss of $24.56 million for the year ended
Dec. 31, 2018, compared to a net loss of $35.03 million for the
year ended Dec. 31, 2017. As of June 30, 2019, the Company had
$23.88 million in total assets, $12.14 million in total
liabilities, and $11.74 million in total stockholders' equity.
Marcum LLP, in New York, the Company's auditor since 2012, issued a
"going concern" qualification in its report dated March 28, 2019,
on the Company's consolidated financial statements for the year
ended Dec. 31, 2018, citing that the Company has a significant
working capital deficiency, has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
JM GRAIN: Authorized to Use Cash Collateral Through Dec. 31
-----------------------------------------------------------
Judge Shon Hastings of the U.S. Bankruptcy Court for the District
of North Dakota authorized JM Grain, Inc. to use up to $1,825,000
cash collateral for the period from Oct. 1 through Dec. 31, 2019
subject to the terms and conditions of the Third Interim Order.
The Debtor is permitted to exceed the expense total listed for a
particular category by no more than 120%. Any overage in one or
more expense categories will reduce the amount available to fund
expenses in other categories.
FBN CM, LLC (FBN) claims an interest in cash collateral to the
extent that Debtor possessed grain which serves as collateral for
Debtor's debt to it on the petition date or to the extent Debtor
possess proceeds from the sale of such grain. FBN asked the Court
to include language ensuring that its interests are protected.
FBN is granted a replacement lien upon Debtor's inventory, and the
proceeds from inventory to the extent necessary to protect any
diminution in the value of FBN's Collateral as it existed on the
Petition Date. The replacement lien granted to FBN will have the
same priority as its lien upon its prepetition collateral and will
be deemed perfected without further filing or action by FBN.
First Western claims an interest in cash collateral pursuant to a
security interest granted by Debtor in all accounts and other
rights to payment, inventory, equipment, instruments and chattel
paper, general intangibles, documents, investment property, and
deposit accounts and also mortgages in land owned by Justin &
Melissa Flaten and Arrow Kay Farms, Inc. on properties located in
Chouteau County, Montana.
The Debtor is authorized to grant to First Western replacement
liens on such of Debtor's post- petition assets that First Western
held perfected liens before the commencement of the case, including
but not limited to cash and any receivables generated by
post-petition operations of the Debtor. The replacement lien
granted to First Western will have the same priority as First
Western's lien upon the First Western Prepetition Collateral and
will be deemed perfected without further filing or action by First
Western.
Ray-Mont Logistics America, Inc. asserts that it has a possessory
lien in and to certain Liened Product pursuant to (i) maritime lien
laws; and (ii) booking confirmation forms and the Canadian
International Freight Forwarding Association, Inc. terms and
conditions up to the value of the Liened Product for freight
charges associated with the Liened Product as well as all unpaid
freight charges owed to Ray-Mont by the Debtor.
Ray-Mont is granted a replacement lien upon Debtor's inventory, and
the proceeds from inventory to the extent necessary to protect any
diminution in the value of the Ray-Mont Prepetition Collateral as
it existed on the Petition Date. The replacement lien granted to
Ray-Mont will have the same priority as Ray-Mont’s lien upon its
prepetition collateral and will be deemed perfected without further
filing or action by Ray-Mont.
The North Dakota Department of Agriculture requested that the final
cash collateral order provide that the Receiptholders be granted
the same super-priority lien on any and all proceeds from the sale
of grain (cash, accounts receivable or other proceeds), require
Debtor to "consult" with the Ag Department before taking any action
relating to the disposition of grain in its custody or control,
allow for a measurement to be conducted by its personnel and
provide an accounting to the Ag Department of all grain sales.
The Debtor is authorized to grant to the Receiptholders replacement
liens on its post-petition assets that Receiptholders held
perfected liens before the commencement of the case, including but
not limited to cash and any receivables generated by postpetition
operations of the Debtor. The replacement lien granted to the
Receiptholders will have the same priority as the Receiptholders'
lien upon the Receiptholders Prepetition Collateral and will be
deemed perfected without further filing or action by the
Receiptholders.
The Debtor also agrees to allow Ag Department personnel reasonable
access to conduct measurements of inventory at the Debtor's
locations. The Ag Department has agreed its concerns about
verification of the Debtor's expenses will be addressed through the
Debtor's monthly operating reports. The Ag Department's concerns
about consultation rights with respect to disposition of inventory
are resolved based on the Debtor's affirmation that all crops will
be sold for fair market value and Debtor's monthly operating
reports.
About JM Grain
JM Grain Inc. buys and sells pulse crops. JM Grain sources its
pulses from over 700 independent farmer-producers growing crops in
the fertile fields of Montana and North Dakota. On the web:
https://www.jmgrain.com/
JM Grain, Inc., based in Garrison, ND, filed a Chapter 11 petition
(Bankr. D.N.D. Case No. 19-30359) on June 25, 2019. In the
petition signed by Justin E. Flaten, president, the Debtor
estimated up to $50,000 to $100,000 in assets and $1 million to $10
million in liabilities. The Hon. Shon Hastings oversees the case.
Caren Stanley, partner of Vogel Law Firm, serves as bankruptcy
counsel to the Debtor.
JOYNTURE 417: Taps McCullough Eisenberg as Legal Counsel
--------------------------------------------------------
Joynture 417 South Street, Inc., received approval from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to hire
McCullough Eisenberg, LLC, as its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include legal advice regarding its powers
and duties under the Bankruptcy Code, investigation of its
financial condition and operations; and the preparation of the
bankruptcy plan.
The firm's hourly rates are:
Stuart Eisenberg, Esq. $400
Carol McCullough, Esq. $400
Paralegals $100
McCullough Eisenberg neither represents nor holds any interest
adverse to the Debtor's bankruptcy estate, according to court
filings.
The firm can be reached through:
Carol B. McCullogh, Esq.
McCullough Eisenberg, LLC
65 Street Rd A-204
Warminster, PA 18974
Phone: (215) 392-6696
E-mail: mccullougheisenberg@gmail.com
About Joynture 417 South Street
Joynture 417 South Street, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 19-15587) on Sept.
9, 2019. The Debtor is represented by McCullough Eisenberg, LLC.
KELLY GRAINGER: $172K Sale of Waxhaw Property to NCDOT Approved
---------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida authorized Kelly Grainger's sale of the real
property (i) described in Deed Book 1078, page 54, Union County
Registry, contains approximately 6.792 acres of which .729 acres is
being acquired as right of way, leaving 1.236 acres remaining on
the left with access to SR 1392-Old Mill Rd.; and (ii) a permanent
drainage easement containing approximately .576 acres, a temporary
construction easement containing approximately .004 acres, and a
permanent utility easement containing approximately .150 acres, to
the North Carolina Department of Transportation for $172,350.
The Debtor will pay all closing costs and realtor commissions.
The Debtor will escrow 20% of the next sale proceeds to be used for
2019 capital gains taxes generated from the sale of the subject
property.
In the event Wells Fargo Bank, NA has not satisfied its claim by
the filing of the Debtor's 2019 tax return, any excess funds will
be paid to Wells Fargo Bank, NA. In the event said claim has been
satisfied, the closing agent will deliver the remaining funds to
iPayment.
iPayment will execute a partial release of its lien, in a form
acceptable to iPayment, solely and exclusively with respect to the
described property in order to facilitate the sale of the property
free and clear of liens.
The Debtor will pay the remaining proceeds to Wells Fargo Bank, NA
toward the mortgage on 332 Old Mill Road, Waxhaw, NC 28173-8352.
Kelly Grainger sought Chapter 11 protection (Bankr. N.D. Fla. Case
No. 17-50193) on June 26, 2017. Charles M. Wynn, Esq., at Charles
M. Wynn Law Offices, P.A., serves as counsel to the Debtor.
LASV INC: Nov. 21 Hearing on Disclosure Statement
-------------------------------------------------
LASV Inc. has won conditional approval of the disclosure statement
explaining its proposed plan of liquidation. A hearing to consider
confirmation of LASV Inc.'s Plan and final approval of the
explanatory Disclosure Statement will be held before the Honorable
Kathryn C. Ferguson, on Nov. 21, 2019, at 2:00 p.m., in Courtroom
No. 2, Clarkson S. Fisher Courthouse, 402 East State Street, in
Trenton, NJ 08608.
Nov. 14, 2019, is fixed as the last day for filing and serving
written objections to the Disclosure Statement and confirmation of
the Plan. Nov. 14 is also fixed as the last day for filing written
acceptances or rejections of the Plan under D.N.J. LBR 3018-1(a)
A copy of the Disclosure Statement from PacerMonitor.com is
available at https://is.gd/sVeL5F
About LASV Inc.
LASV Inc., a privately held company in Seaside Heights, New Jersey,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Case No. 19-14218) on Feb. 28, 2019. At the time of the
filing, the Debtor was estimated to have assets of less than
$50,000 and liabilities of $1 million to $10 million. The case is
assigned to Judge Kathryn C. Ferguson. The Law Office of Eugene D.
Roth is the Debtor's counsel.
LASV INC: Plan Contemplates Assets Sales in 6 Months
----------------------------------------------------
LASV Inc. filed with the Bankruptcy Court for the District of New
Jersey a Chapter 11 Liquidation Plan, proposing to sell its assets
to satisfy its debts.
According to the Disclosure Statement filed Sept. 29, 2019, holders
of general unsecured claims owed a total amount of $1,630,474 are
impaired under the Plan. Payment to the general unsecured
creditors will in the form of a pro rata distribution from the
proceeds the assets of the Debtor and the Associated Debtors, SJV,
Inc. and Saddy Family, LLC, which will take place within six months
subsequent to the Effective Date. If the assets are not sold
within the six-month period, an auctioneer will be retained by the
Debtor and the assets sold at auction sale. Holders of equity
interests will only receive payment after creditors' claims are
paid in full.
The principal and President of the Debtor, Linda Saddy, will act as
the disbursing agent for the purpose of making all distributions
provided for under the Plan.
A copy of the Disclosure Statement from PacerMonitor.com is
available at https://is.gd/sVeL5F
About LASV Inc.
LASV Inc. sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D.N.J. Case No. 19-14218) on Feb. 28, 2019. At the time of
the filing, the Debtor was estimated to have less than $50,000 in
assets and between $1 million and $10 million in liabilities. The
case is assigned to Judge Kathryn C. Ferguson. The Law Office of
Eugene D. Roth is the Debtor's counsel.
The Debtor is related to, and associated with, debtors SJV, Inc.
under Case No. 19-14220-KCF and Saddy Family, LLC under Case No.
19-14223-KCF.
In 1995, SJV, Inc. was formed for the purposes of operating Karma,
a nightclub in Seaside Heights, NJ. In 1997, LASV, Inc. was formed
for the purposes of operating, Bamboo, another associated nightclub
in Seaside Heights, NJ. Saddy Family, LLC was formed as a real
estate holding company for the properties used by SJV and LASV.
LNB-002-2013: Has Until Jan. 27 to Exclusively File Chapter 11 Plan
-------------------------------------------------------------------
Judge Robert Mark of the U.S. Bankruptcy Court for the Southern
District of Florida extended the period during which only
LNB-002-2013, LLC can file a Chapter 11 plan to Jan. 27, and the
period during which the company can solicit acceptances for the
plan to March 27.
About LNB-002-2013 LLC
LNB-002-2013, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-20502) on Aug. 28,
2018. In the petition signed by Laurent Benzaquen, manager LNB
Capital LLC, the Debtor estimated assets of less than $50,000 and
liabilities of less than $500,000. The Debtor tapped Joel M.
Aresty P.A. as its legal counsel. No official committee of
unsecured creditors has been appointed in the case.
LONGHORN JUNCTION: Land Sales to Fund Full-Payment Plan
-------------------------------------------------------
Longhorn Junction Land and Cattle Company, LLC and SC Williams,
LLC, both Texas limited liability companies, are proposing a Joint
Plan, which they believe will achieve full recovery to all
creditors while facilitating the reorganization of the Debtor.
According to the Joint Disclosure Statement, the Plan will treat
claims as follows:
* The Allowed Secured Ad Valorem Tax Claims of Longhorn Junction
(Class 5 Claims). IMPAIRED. The Allowed Class 5 Claims shall be
paid in full, as follows: (1) the balance of the Allowed Claims
will be paid in full, with interest at 12.0% per year, out of the
proceeds of sales or Real Property at closing, but not to exceed
the 36 months. Ad valorem taxes for the years 2020 forward will be
paid when due (on January 31st of the following year).
* Allowed Secured Ad Valorem Tax Claims of SC Williams (Class
6). IMPAIRED. The Allowed Class 6 Claims will be paid in full, as
follows: (1) the balance of the Allowed Claims will be paid in
full, with interest at 12.0% per year, out of the proceeds of sales
or Real Property at closing, but not to exceed the 36 months. Ad
valorem taxes for the years 2020 forward will be paid when due (on
January 31st of the following year).
* Allowed Secured Claim of Romspen Mortgage Limited Partnership
(Class 7). IMPAIRED. Rompsen is the Holder of a Claim against
both SC Williams and Longhorn Junction which it alleges is in the
amount of $24,119,915.54. Romspen's claim is secured by all of the
Real Property of both Debtors which has a combined fair market
value of $49.89 million, based upon Debtors' appraisals. Rompsen
will retain its lien on all collateral to secure its Allowed Claim.
The Allowed Secured Claim of Romspen will be paid as follows:
Debtor will enter into a new Renewed and Restated Loan Agreement
and Promissory Note with Romspen, bearing an interest rate of 11%,
pursuant to which, the Debtors will be pay Romspen the following
quarterly payments:
Mar. 31, 2020: $3,150,000
June 30, 2020: $3,200,000
Sep: 30, 2020: $3,000,000
Dec. 31, 2020: $4,750,000
Mar. 30, 2021: $1,200,000
June 30, 2021: $2,850,000
Sep. 30, 2021: $4,500,000
Dec. 31, 2021: Balance
* Allowed Unsecured Claims against Longhorn Junction (Class 8
Claims). The deadline for filing Proofs of Claim has not yet
occurred but, the best of Debtor's knowledge, the amount of
unsecured claims against Longhorn Junction exceeds $32,500. Each
of holder of an Allowed Claim in Class 8 Claims will be paid in
full with 5% interest accruing from sales of the Longhorn Junction
Property after Romspen has been paid in full and from sales of Sun
City Property after the holder of Allowed Claims against SC
Williams have been paid but, in no event, in more than 24 months
from the Effective Date of the Plan.
* Allowed Unsecured Claims against SC Williams (Class 9). The
deadline for filing Proofs of Claim has not yet occurred but, the
best of Debtor's knowledge, the following parties have unsecured
claims against SC Williams in excess of $356,000. Each of holder
of an Allowed Claim in Class 9 Claims will be paid in full with 5%
interest accruing from sales of the Sun City Property after Romspen
has been paid in full and from sales of Longhorn Junction Property
after the holder of Allowed Claims against Longhorn Junction have
been paid but, in no event, in more than 24 months from the
Effective Date of the Plan.
* Allowed Equity Interests in the Debtors (Class 10). The equity
interest holder in both Debtors, Gregory Hall, will retain his
Interest.
Under the Plan, Longhorn Junction will implement a sales strategy
to sell its tracts of property under a Managed Qualifying Bid
Program to be led by Hilco an international firm which specializes
in running such programs, to lead the Managed Qualifying Bid
Program. HILCO will widely market the property and invite bidders
to submit qualifying bids, then qualified bidders will enter into a
final round of competitive bids, at which the tracts will be sold
to the bidder with the highest and best offer.
The Plan requires Debtors to make quarterly payments to Romspen.
The Debtors' ability to pay Rompsen depends on the ability of the
Debtors to sell Tracts on at prices sufficient to make the payments
to Romspen. Based upon the fair market valuations of the property
and Debtor's substantial equity in the Property, the Debtors are
confident that the Qualified Bidding Programs will attract bids
sufficient for Debtors to timely make the payments to Romspen.
Real estate markets are inherently uncertain and so there is a risk
that the sales prices from the Qualified Bidding Program and other
efforts by the Debtors to sell the Property will not be sufficient
to make quarterly payments to Romspen. In that event, Romspen will
have the legal right to sell the Property at a foreclosure sale.
The Debtors believe it is highly unlikely that the amounts bid at a
foreclosure sale will exceed Romspen's indebtedness, in which case,
other creditors will not receive any distributions.
A full-text copy of the Joint Disclosure Statement dated Sept. 30,
2019, is available at https://tinyurl.com/yy3nclct from
PacerMonitor.com at no charge.
About Longhorn Junction and
SC Williams
S.C. Williams, LLC, owns approximately 4.2 acres of land at 5331
Williams Drive at the entrance to the Sun City senior living
development in the City of Georgetown, Williamson County, Texas.
Longhorn Junction Land and Cattle Company, LLC owns approximately
229.16 acres on the southeast intersection of SE Inner Loop an
Interstate 35 (with additional acreage along Blue Springs Blvd and
FM 1460) in City of Georgetown Williamson County, Texas. The
properties are non-income producing properties and so SC Williams
and Longhorn's income is generated from sales of parcels of their
properties. The managing member of both entities is Gregory Hall.
Longhorn Junction and SC Williams sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No. 19-10883)
on July 2, 2019. At the time of the filing, Longhorn Junction
estimated assets of between $10 million and $50 million and
liabilities of the same range. SC Williams estimated assets of
between $10 million and $50 million and liabilities of between $1
million and $10 million. The cases are assigned to Judge Tony M.
Davis. The Debtors are represented by Hajjar Peters, LLP.
LOOT CRATE: Ombudsman Files Report on PII
-----------------------------------------
The U.S. Trustee, at the Court's direction, appointed Lucy L.
Thomson as consumer privacy ombudsman for Loot Crate, Inc., and its
affiliates.
In line with her responsibilities, the Ombudsman submitted a report
to advise the Court on the issues related to the protection of the
privacy of personally identifiable information (PII) of the
customers of the Debtors.
The Bankruptcy Code provides a framework in sections 332 and 363
for evaluating the sale of personally identifiable consumer records
in the context of a bankruptcy case and outlines the considerations
the Court would need to evaluate in making a decision to approve
the Debtors' asset sales of PII.
Further, the Bankruptcy Code defines the term "personally
identifiable information" refers to the following:
(A) if provided by an individual to the debtor in connection
with obtaining a product or a service from the debtor primarily for
personal, family, or household purposes -- (i) the first name (or
initial) and last name of such individual, whether given at birth
or time of adoption, or resulting from a lawful change of name;
(ii) the geographical address of a physical place of residence of
such individual; (iii) an electronic address (including an e-mail
address) of such individual; (iv) a telephone number dedicated to
contacting such individual at such physical place of residence; (v)
a social security account number issued to such individual; or (vi)
the account number of a credit card issued to such individual; or
(B) if identified in connection with 1 or more of the items of
information specified in subparagraph (A) -- (i) a birth date, the
number of a certificate of birth or adoption, or a place of birth;
or (ii) any other information concerning an identified individual
that, if disclosed, will result in contacting or identifying such
individual physically or electronically.
Loot Crate and its subsidiaries published a privacy policy to
ensure the confidentiality of personal consumer records. The
privacy policy states the following: We do not sell, trade, or
otherwise transfer to outside parties your personally identifiable
information; and Your information, whether public or private, will
not be sold, exchanged, transferred, or given to any other company
for any reason whatsoever, without your consent, other than for the
express purpose of delivering the purchased product or service
requested.
The Ombudsman recommends that the Court approve the sale of the
Loot Crate consumer and customer records to the proposed Buyer Loot
Crate Acquisitions ("LCA") on the condition that the Buyer will
promptly provide the individuals whose personal data is to be sold
notice of the sale and an opportunity to Opt-out as in accordance
with the process agreed to by the parties and set forth in section
V. B. of this CPO Report.
Loot Crate also announced its plan to sell the company. Loot Crate
is the world's largest pop-culture subscription company with more
than 240,000 recurring subscriptions.
On September 23, 2019 the Debtors determined that LCA, the Stalking
Horse Bidder, was the successful Buyer. Intellectual Property for
Sale—Individual Consumer Records Loot Crate collected PII from
customers who registered on the website, placed an order, shopped
in the online store, Loot Vault, subscribed to the newsletter,
responded to a survey or filled out a form.
Core Issues Initially the analysis should focus on the Loot Crate
privacy policy and its legal ramifications. The Court must
determine if selling the customer information would violate the
privacy policy. If the privacy policy would be violated, the sale
may proceed only if no applicable non-bankruptcy law has been
violated.
The Buyers have advised the Ombudsman that they will abide by the
privacy laws applicable to customers residing outside the United
States. The CPO recommends that the Court make a determination that
the proposed Buyer LCA is a "Qualified Buyer" in accordance with
the privacy policy and as processed previously.
The Ombudsman has recommended adoption of an Opt-out process
designed to protect the privacy of Loot Crate customers to the
greatest extent possible under the circumstances of this bankruptcy
sale. The goal is to ensure that the process is transparent,
meaningful, and effective.
The Ombudsman believes there is no loss of privacy to Loot Crate
customers as a result of this sale because the Buyer will continue
to deliver Loot Crates to subscribers, and honor the Loot Crate
privacy policy. The Buyer's operations are in the best interests of
consumers because they will provide new sources of Loot Crate
products.
Therefore, the Ombudsman believes the Recommendations in this CPO
Report strike an appropriate balance between the privacy rights of
consumers and practical considerations associated with the Debtors'
bankruptcy sale.
The Ombudsman stands ready to provide whatever further analysis or
recommendations the Court deems appropriate.
A full-text copy of the Ombudsman's Report is available at
https://tinyurl.com/yy479pnx from PacerMonitor.com at no charge.
The CPO can be reached at:
Lucy L. Thomson
Consumer Privacy Ombudsman
The Willard, Suite 400
1455 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Tel: (703) 798-1001
Email: lucythomson1@mindspring.com
About Loot Crate Inc.
Founded in 2012, Loot Crate, Inc., is a worldwide leader in fan
subscription boxes. It partners with industry leaders in
entertainment, gaming, sports and pop culture to deliver monthly
themed crates; produces interactive experiences and digital
content; and films original video productions. Since 2012, the
company has delivered more than 32 million crates to fans in 35
territories across the globe.
Loot Crate and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 19-11791) on Aug. 11, 2019. Loot
Crate was estimated to have less than $50 million in assets and $50
million to $100 million in liabilities as of the bankruptcy
filing.
The Debtors tapped Bryan Cave Leighton Paisner LLP as lead counsel;
Robinson & Cole LLP as Delaware and conflicts counsel; FocalPoint
Securities, LLC, as investment banker; Portage Point Partners as
financial advisor; and Mark Palmer of Theseus Strategy Group as
chief transformation officer. Bankruptcy Management Solutions,
Inc., which conducts business under the name Stretto, is the claims
agent and maintains the site https://case.stretto.com/lootcrate.
Andrew Vara, acting U.S. trustee for Region 3, on Aug. 22, 2019,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case. The Committee retained
Morris James LLP, as co-counsel; Dundon Advisers LLC, as financial
advisor; and FocalPoint Securities, LLC, as investment banker.
MARION COUNTY HSD: Moody's Affirms Ba1 Rating on $6MM GOULT Debt
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating on Marion,
Clinton, Washington & Jefferson Counties Township High School
District 200, IL's general obligation unlimited tax debt and
revised the district's outlook to positive from stable. The action
affects $6 million in GOULT debt.
RATINGS RATIONALE
The affirmation of district's Ba1 GOULT rating is driven by an
improved financial position resulting from increases in state aid
revenues, as well as receipt of vouchered payments and more timely
reimbursements for special programs. The district has a modest debt
burden, but its credit profile is hampered by a small tax base with
weak wealth and income levels. Additionally, the district is
exposed to risk associated with reliance on state support for
contributions to the underfunded State of Illinois (Baa3 stable)
Teachers Retirement System (TRS).
RATING OUTLOOK
The positive outlook reflects its expectation that the district
will post operating surpluses over the next several years given
projected increases in state aid revenue and place upward pressure
on the rating.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Expansion of tax base or strengthening of socioeconomic
profile
- Operating surpluses that increase the district's reserve
position
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Delays or cuts to the district's state aid
- Further narrowing of fund balance and/or liquidity
LEGAL SECURITY
The district's outstanding GOULT bonds are secured by its pledge
and authorization to levy a property tax unlimited as to rate or
amount to pay debt service.
PROFILE
Marion, et al Counties Twp HSD 200 (Centralia), IL serves the City
of Centralia and surrounding area. The district is a mostly
residential community 60 miles east of the City of St. Louis, MO
(Baa1 stable). Enrollment in the district is approximately 900
students.
MEDCOAST MEDSERVICE: T. Stacy Named Patient Care Ombudsman
----------------------------------------------------------
The U.S. Trustee appoints Dr. Timothy J. Stacy as patient care
ombudsman for Medcoast Medservice, Inc.
The PCO will monitor and review confidential patient records as
necessary an appropriate in this matter.
The PCO can be reached at:
Dr. Timothy J. Stacy, DNP ACNP-BC
Doctor of Clinical Practice
Acute Care Nurse Practitioner - Board Certified
Associate Clinical Professor UCLA
5268 Huckleberry Oak Street
Simi Valley, CA 92063
Cell (805) 208-0434
Email: testacy@ucla.edu
About MedCoast Medservice
MedCoast Medservice Inc. -- https://www.medcoastambulance.com/ --
provides emergency and non-emergency transportation to all of Los
Angeles, Orange County and South Bay areas. MedCoast Medservice is
a corporation whose primary business concerns the transport of
individuals (patients) to and from their homes or places of need to
hospitals, physicians, and/or health care providers. It operates
from a rented facility located at 14325 Iseli Road, Santa Fe
Springs, Calif.
MedCoast Medservice filed for Chapter 11 protection (Bankr. C.D.
Cal. Case No. 19-19334) on Aug. 9, 2019. In the petition signed by
Artina Safarian, president, the Debtor disclosed assets at $952,016
and liabilities at $2,615,768, of which approximately $1,303,754 is
owed for payroll taxes to the Internal Revenue Service. Judge
Sheri Bluebond is the case judge. Henry D. Paloci III PA
represents the Debtor.
MEDICAL DEPOT: S&P Lowers ICR to 'D' on Distressed Exchange
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Port
Washington, N.Y.-based durable medical device manufacturer Medical
Depot Holdings Inc. to 'D' from 'CC' and the issue-level ratings on
the first-lien and second-lien debt to 'D' from 'CC' and 'C',
respectively.
S&P also removed the ratings from CreditWatch with negative
implications.
The downgrade follows the disclosure that Medical Depot has
completed a debt exchange transaction, in which the company issued
a $35 million new money term loan to its financial sponsor and
participating second-lien lenders. It also amended the terms of the
first-lien term loan such that the annual amortization will be
suspended for six quarters, starting Sept. 30, 2019 through the
fourth quarter of 2020. The amortization for 2021 is also being
lowered to 2.5% per annum from 7.5%. In addition, second-lien
lenders will also convert the second-lien term loan into a
convertible PIK loan.
MICHAEL MCIVOR: Nov. 13 Hearing on Disclosure Statement
-------------------------------------------------------
Judge Lauren M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida, in Miami, has set a hearing to
consider approval of the Disclosure Statement of Michael Mcivor,
M.D. P.A. on Nov. 13, 2019 at 11:30 a.m. The last day for filing
and serving objections to the disclosure statement is on Nov. 6,
2019.
A copy of the First Amended Disclosure Statement filed Aug. 4,
2019, from PacerMonitor.com, is available at https://is.gd/0YuQ6R
About Michael McIvor M.D.
Michael McIvor, M.D. P.A., Inc., a Florida corporation based in Key
West, Florida, is in the business of operating a medical practice
specializing in cardiology. It does business at its principal
office located at 1010 Kennedy Drive, Suite 400 Key West, Florida,
under the trade name The Keys Heart Center. Its medical and
diagnostic services focus on the functions and disorders of the
heart and its connected circulatory system.
The Debtor is solely owned by its principal and sole physician, Dr.
Michael E. McIvor. Dr. McIvor is board certified in cardiology has
over 39 years of experience in internal medicine and treating
cardiovascular disease.
Michael McIvor, M.D. P.A., Inc., and affiliate McIvor Holdings,
LLC, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 18-20496 and 18-20497) on Aug. 28, 2018.
In the petition signed by Michael McIvor, president, Michael
McIvor, M.D. P.A. was estimated to have assets of less than $1
million and liabilities of less than $1 million. Judge Laurel M.
Isicoff oversees the cases. The Debtors tapped Adam Law Group,
P.A., as legal counsel.
MILLERBERND SYSTEMS: Sale Automation & Lighting Parts Approved
--------------------------------------------------------------
Judge Michael E. Ridgway of the U.S. Bankruptcy Court for the
District of Minnesota authorized Millerbernd Systems, Inc.'s sale
of its automation parts and lighting parts to Due North Controls
for the sum of $705, free and clear.
The sale proceeds will be held by the Debtor and will not be
disbursed without further Order of the Court.
The Debtor is authorized to abandon the balance of the automation
parts and lighting parts.
The Debtor is authorized to terminate is oral month-to-month
Sublease with Burwell Enterprises, LLC for the cold storage space
effective Sept. 30, 2019.
About Millerbernd Systems
Millerbernd Systems, Inc., is a manufacturer of sanitary stainless
steel equipment serving the food & beverage, pharmaceutical,
agri-food, industrial, utilites, wind energy and construction
industries. It operates out of a 105,000-square-foot manufacturing
facility in Winsted, Minnesota.
Millerbernd Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 18-41286) on April 23,
2018. In the petition signed by CEO Ralph Millerbernd, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.
Judge Michael E. Ridgway oversees the case.
Steven B. Nosek, Esq., and Yvonne R. Doose, Esq., who have an
office in St. Anthony, Minnesota, serve as the Debtor's bankruptcy
counsel.
James L. Snyder, the U.S. Trustee for Region 12 on May 3, 2018,
appointed three creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case. The Committee retained
Goldstein & McClintock LLLP, as lead counsel; and Bassford Remele,
P.A., as co-counsel.
MLW LLC: $1.5M Sale of South Boynton Beach Property Approved
------------------------------------------------------------
Judge Erik Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida authorized MLW, LLC's sale of the real property
located at 10207 100th Street, South Boynton Beach, Florida,
legally described as Palm Beach Farms Co PL NO 3 TR 47 (Less E
183.85 Ft & W 56.15 Ft) Blk 52, as recorded in Plat Book 2, Pages
45 through 54 of the Public Records of Palm Beach County, Florida,
to Mike Ryan, individually, the Landtek Group, Inc., and or
assigns, including an assignment into a "Special Purpose Entity"
controlled by Ryan and/or The Landtek for $1.5 million.
The Debtor's Motion for Carve-Out is granted as follows:
a. A carve-out of $154,578 from the sales proceeds of the Real
Property, which may have been the collateral securing liens of
Fathom Ventures, Inc. and Palm Beach County is awarded;
b. The closing agent will distribute the $154,578 to Furr
Cohen's trust account to be held pending further orders from the
Court with respect to fee awards or distribution of the Carve-Out;
c. The granting of the Debtor's Motion for Carve-Out is
without prejudice to seeking further relief of a similar nature.
The closing agent is authorized to pay the claim of the Palm Beach
County Tax Collector on account of 2017 real estate taxes in the
amount of $7,938.05 plus applicable interest from the petition
date.
The closing agent is authorized to pay (i) $34,386 to certificate
holder, 5T Wealth Partners LP plus applicable interest from the
petition date for real estate taxes; (ii) the amount of $1,054,654
to M&M Nursery, LLC, on account of its first mortgage plus
applicable interest of 7.5% per annum from the petition date; (iii)
any additional pre or post-petition real estate taxes on the
Property through the date of closing; and (iv) ordinary and
necessary closing costs. There are no real estate commissions
being paid.
The closing agent will keep in escrow the sum of $20,000 pursuant
to the terms of the Purchase Agreement regarding the demolition of
the condemned house on the Property.
The sale of the Property will be free and clear of all liens,
claims and encumbrances, with any liens, claims, and encumbrances
to attach to the sale proceeds.
Based upon representations and an agreement reached between the
Debtor and Palm Beach County, Florida, the Debtor will withdraw its
objection to the claim of Palm Beach County, Florida with
prejudice.
About MLW LLC
MLW, LLC, is a lessor of real estate in Boynton Beach, Florida. It
is the fee simple owner of a real property located at 10207 100th
Street, South Boynton Beach, Florida, valued by the company at $1
million.
MLW, LLC, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 18-14567) on April 18, 2018. In the
petition signed by Mark L. Woolfson, managing member, the Debtor
disclosed $1.06 million in assets and $1.22 million in
liabilities.
Judge Erik P. Kimball oversees the case.
Alan R. Crane, Esq., at Furr & Cohen, P.A., serves as the Debtor's
bankruptcy counsel; and Nason, Yeager, Gerson, White & Lioce, PA,
as special counsel. The Debtor employs Pavlik Realty LLC and the
firm's principal Mitchell Pavlik to either sell or secure a tenant
for its real property located at 10207 100th Street South, Boynton
Beach, Fla.
MORGAN DIRTWORKS: Seeks Access to American Nation Cash Collateral
-----------------------------------------------------------------
Morgan Dirtworks requests the U.S. Bankruptcy Court for the Eastern
District of Oklahoma to authorize it to use cash collateral
encumbered by a security interest in favor of American Nation
Bank.
The Debtor reports that it currently has approximately $203,000 in
accounts receivable and the Debtor requires such funds to maintain
its business operations as it attempts to reorganize.
Pursuant to various Commercial Loan Agreements and Security
Agreements, the Debtor pledged as collateral all of the company's
accounts receivable to American Nation Bank. By the terms of the
Security Agreements related to Notes 0026 and 0052, the accounts
receivable pledged as collateral also stand as security for the
remainder of Debtor's obligations to American Nation Bank.
The Debtor believes that American Nation Bank is adequately
secured, and therefore no additional adequate protection is
necessary.
About Morgan Dirtworks
Morgan Dirtworks, Inc., f/k/a Morgan Development, LLC, is a grading
and excavation contractor in Ardmore, Oklahoma. The Company filed
for chapter 11 bankruptcy protection (Bankr. E.D. Okla. Case No.
19-81097) on Sept. 23, 2019. In the petition signed by Bucky
Morgan, its president and CEO, the Debtor was estimated to have $1
million to $10 million in both assets and liabilities. The Hon.
Tom R. Cornish oversees the case. Jimmy L. Veith PC, Attorney at
Law, serves as the Debtor's bankruptcy counsel.
MS SUPPLY: Says Not Health Care Business, No Ombudsman Necessary
----------------------------------------------------------------
MS Supply & Home Health Co., in response to the show cause order
why an ombudsman should not be appointed in its Chapter 11 case,
explains that its primary business is to sell and rent durable
medical equipment and does not involve the offering of "facilities
and services," within the meaning of Bankruptcy Code.
Accordingly, the Debtor requests that the Court favorably discharge
the order to show cause; decline to appoint a patient care
ombudsman; and grant additional and further relief as is just and
appropriate.
The Debtor is not a "health care business" and, for that reason,
appointment of a patient care ombudsman is not necessary.
About MS Supply & Home
MS Supply & Home Health Co. is a provider of home health care
services. The Company offers mobility aids, ambulation aids,
sickroom setup, and disposable supplies.
The Company filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-08345) in Tampa,
Fla., on Aug. 30, 2019. In the petition signed by Magdalena
Santos, vice president, the Debtor was estimated to have assets of
no more than $50,000, and liabilities at $1 million to $10 million
as of the bankruptcy filing. The Debtor's counsel is Jennis Law
Firm.
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
MS Supply & Home Health Co., according to court dockets.
NEWS-GAZETTE: L. Salazar Named Consumer Privacy Ombudsman
---------------------------------------------------------
Andrew R. Vara, the Acting United States Trustee for Region 3,
appointed Luis Salazar, as consumer privacy ombudsman, in the
Chapter 11 cases of The News-Gazette Inc. and its debtor
affiliates.
The Ombudsman can be reached at:
Luis Salazar
2000 Ponce de Leon Blvd.
Coral Gables, Florida 33134
Tel: (305) 374-4802
Email: luis@salazar.law
About The News-Gazette
The News-Gazette is a daily newspaper serving eleven counties in
the eastern portion of Central Illinois and specifically the
Champaign-Urbana metropolitan area.
The News-Gazette Inc. and its debtor affiliates sought protection
under Chapter 11 of the US Bankruptcy Code (Bankr. D. Del. Case No.
19-11901) on Aug. 30, 2019. William E. Chipman, Jr. at Chipman
Brown Cicero & Cole, LLP, is the Debtors' counsel.
ONE CALL: S&P Cuts Long-Term ICR to 'CC'; Rating on Watch Negative
------------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
U.S.-based workers' compensation medical cost-containment provider
One Call Copr. to 'CC' from 'CCC' and placed the rating on
CreditWatch with negative implications. S&P also affirmed its 'CCC'
debt rating on One Call's senior secured first-lien revolver due
2022, first-lien term loans due 2020 and 2022, and first-lien notes
due 2024 and placed the ratings on CreditWatch Negative. The
recovery ratings on these issues are '3', indicating its
expectation for meaningful recovery (50%-70%; rounded estimate:
50%) in the event of a payment default.
S&P lowered its debt ratings to 'C' from 'CC' on One Call's
second-lien notes due 2024 and senior unsecured notes due 2021, and
placed the ratings on CreditWatch Negative. The recovery ratings on
these debt issues are '0', indicating S&P's expectation for
negligible recovery (0%) in the event of a payment default. The
rating agency does not have debt ratings on One Call's senior
secured first-lien paid-in-kind toggle notes due 2024 and its
1.5-lien term loan due 2024.
The downgrade is based on One Call's decision not to make its
required interest payment on Oct. 1, 2019, for its second-lien
notes due 2024. The company is working with its lenders to resolve
the missed payment during the 30-day grace period. S&P believes an
eventual payment, reorganization, distressed exchange, or default
are all potential outcomes.
"We expect to resolve the CreditWatch placement during the 30-day
grace period. If we expect the company to miss the interest
payment, we will lower our long-term issuer credit rating on One
Call to 'SD' and our debt ratings on the second-lien notes due 2024
to 'D' from 'C'. Similarly, if the company announces a distressed
debt exchange, we would also lower our rating on One Call to 'SD'
and our debt ratings on all affected issues to 'D'," S&P said.
PACIFIC CONSTRUCTION: Seeks More Time to File Bankruptcy Plan
-------------------------------------------------------------
Pacific Construction Group, LLC asked the U.S. Bankruptcy Court for
the District of Oregon to extend the periods during which the
Debtor has the exclusive right to file a plan of reorganization and
to solicit acceptances to said plan to Oct. 18 and Dec. 17,
respectively.
The Debtor also asked the Court to extend the deadline for filing
its disclosure statement and plan of reorganization to Oct. 18,
2019.
The Court recently ordered that Debtor provide copies of its 2018
partnership tax return, a year-to-date profit and loss statement,
profit and loss statements for all construction projects, a
year-to-date balance sheet and a copy of the outstanding accounts
receivable to the U.S. Trustee.
Although the Debtor has provided all requested documents to the
U.S. Trustee, the Debtor and its counsel are still working
diligently to prepare the financial projections that are required
to be filed with the plan and disclosure statement.
About Pacific Construction Group
Pacific Construction Group, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Oregon Case No. 19-31770) on May
14, 2019. In the petition signed by Christopher Mackenzie, member,
the Debtor estimated assets of less than $100,000 and debts of less
than $500,000. The Debtor is represented by Nicholas J. Henderson,
Esq. at Motschenbacher & Blattner, LLP.
PALM BEACH BRAIN: Allowed to Use Cash Collateral on Interim Basis
-----------------------------------------------------------------
Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern
District of Florida has issued a second interim order authorizing
Palm Beach Brain and Spine, LLC, and its affiliates to use cash
collateral.
The Court will conduct a continued hearing on the Debtors' use of
cash collateral on Oct. 28, 2019 at 2:30 p.m.
The Debtors' authorization to use cash collateral during the
interim period is limited to a variance not to exceed 10% of any
particular line item expense on the Budgets. Dr. Amos Dare has
agreed to defer his salary from all three Debtors until such time
as there are available net funds to pay the deferred salary.
However, the Debtor will be required to provide notice to Northern
Trust Bank and the factors that said deferred compensation has or
will be paid to Dr. Amos Dare.
The Northern Trust Company asserts a lien in substantially all the
assets of debtor Midtown Outpatient Surgery Center, LLC (MOSC),
including but not limited to accounts and general intangibles and
the proceeds thereof, pursuant to one or more promissory note,
security agreement, and financing statements since 2014.
Northern Trust also asserts its priority lien includes medical
receivables and related Letters of Protection and the proceeds
thereof, including those that may have been sold to various factors
by MOSC, although the factors do not agree with the bank's
contention, and the parties reserve their respective rights with
respect thereto. Northern Trust asserts a first lien in the cash
collateral of MOSC.
Palm Beach Brain and Spine, LLC (PBBS) is a party to various
agreements with Echelon Medical Capital, LLC, Momentum Funding,
LLC, Well State Healthcare d/b/a D/B/A Well State Servicing,
Medlink Capital, LLC, Medical Financial Group Holdings, LLC, and
CareCentric Investments I, LLC wherein PBBS appears to have sold
these factors certain medical receivables and related Letters of
Protection issued by patients of PBBS to the foregoing factors.
Echelon, Momentum and Medlink may also claim security interest in
cash collateral of MOSC.
The Second Interim Order does not (i) authorize the Debtors to use
the assigned medical receivables and related Letters of Protection
or proceeds thereof previously paid for by the factors and assigned
to them, which the Debtor has represented it will not use, and will
not be treated for purposes of the Second Interim Order as cash
collateral of any of the Debtors, or (ii) constitute consent to the
jurisdiction of the bankruptcy court to resolve any disputes
between Northern Trust and any of the factors regarding the same or
among the factors regarding the same.
Northern Trust is granted a replacement lien to the same extent as
any pre-petition lien on the property set forth in its security
agreements, including proceeds derived from the creditor's
collateral generated post-petition by MOSC, on an interim basis
through and including the next hearing in this matter, without any
waiver by the Debtors as to the extent, validity or priority of
said liens.
As additional adequate protection to Northern Trust, to the extent
the automatic stay applies to MOSC receivables and related Letters
of Protection assigned to a factor and the automatic stay has been
terminated in favor of a particular factor, then the automatic stay
is lifted to permit Northern Trust to seek enforcement of its
asserted rights in the aforesaid MOSC's receivables and related
Letters of Protection as to the factors. However, the stay relief
granted to Northern Trust is subject to: (a) Northern Trust
providing MOSC an accounting of any sumscollected on account of the
MOSC Receivables and related Letters of Protection within thirty
days of receipt of such funds; (b) the right of the affected factor
to contest such enforcement or assert other rights that may be
available to it; and (c) the right of MOSC to any residual that may
ultimately be due to MOSC under the terms of the applicable
agreements with the factors.
Echelon, Momentum, Medlink and Well States are each granted, as of
the Petition Date, an assignment of and replacement lien on medical
receivables and related Letters of Protection of equal or greater
value, to the same extent as any pre-petition lien or ownership
interest, as adequate protection for and to the extent of the
Debtors' use of any cash collateral authorized by the Second
Interim Order in which the factors hold any interest, as well as
for any decrease in the value of such cash collateral as of the
Petition Date, or in the event the Debtors mistakenly or improperly
use proceeds of medical receivables and related Letters of
Protection sold and assigned prepetition.
About Palm Beach Brain & Spine
Palm Beach Brain & Spine -- http://www.pbbsneuro.com/-- is a
medical practice providing neurosurgery, minimally invasive spine
surgery and treatment for cancer of the brain and spine.
Palm Beach Brain & Spine and two affiliates, Midtown Outpatient
Surgery Center, LLC and Midtown Anesthesia Group, LLC, concurrently
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-20831) on Aug.
15, 2019.
In the petitions signed by Dr. Amos O. Dare, manager, Palm Beach
Brain disclosed $13,412,202 in assets and $2,685,278 in
liabilities; and Midtown Outpatient disclosed $6,857,558 in assets
and $2,920,846 in liabilities as of the bankruptcy filing.
Dana L. Kaplan, Esq., and Craig I. Kelley, Esq., at Kelley Fulton &
Kaplan, P.L., are the Debtors' counsel.
The U.S. Trustee did not appoint an official committee of unsecured
creditors.
PALM BEACH BRAIN: Court Finds PCO Appointment Not Necessary
-----------------------------------------------------------
Based on the record, the Bankruptcy Court finds that the
appointment of a Patient Care Ombudsman in the Chapter 11 case of
Palm Beach Brain & Spine and two affiliates, Midtown Outpatient
Surgery Center, LLC and Midtown Anesthesia Group, LLC, is not
necessary.
Accordingly, the Court granted the Debtor's Motion to Waive
Appointment of Patient Care Ombudsman.
The Debtor is directed to report to the Court of any events which
may suggest the need for the Court to reconsider the appointment of
an ombudsman, including, by way of example, a substantial change to
professional staffing, substantial reduction in the support staff,
significant reduction in revenues or increase in expenses,
inability to meet payroll or other critical expenses, existence of
malpractice claims or grievances made by patients, and any reports
or other actions taken by any regulatory agency.
About Palm Beach Brain & Spine
Palm Beach Brain & Spine -- http://www.pbbsneuro.com-- is a
medical practice providing neurosurgery, minimally invasive spine
surgery and treatment for cancer of the brain and spine.
Palm Beach Brain & Spine and two affiliates, Midtown Outpatient
Surgery Center, LLC and Midtown Anesthesia Group, LLC, concurrently
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-20831) on August
15, 2019. The petitions were signed by Dr. Amos O. Dare, manager.
Palm Beach Brain estimated $13,412,202 in assets and $2,685,278 in
liabilities. Midtown Outpatient estimated $6,857,558 and
$2,920,846, and Midtown Anesthesia estimated $5,081,861 in assets.
Dana L. Kaplan, Esq. and Craig I. Kelley, Esq., at Kelley Fulton &
Kaplan, P.L. are the Debtors' counsel.
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 cases
of Palm Beach Brain and Spine, LLC and its affiliates Midtown
Outpatient Surgery Center, LLC and Midtown Anesthesia Group, LLC,
according to court dockets.
PARSLEY ENERGY: Moody's Hikes CFR to Ba2, Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded Parsley Energy LLC's Corporate
Family Rating to Ba2 from Ba3, Probability of Default Rating to
Ba2-PD from Ba3-PD and senior unsecured notes to Ba3 from B1, and
upgraded its Speculative Grade Liquidity (SGL) rating to SGL-1 from
SGL-3. The outlook is stable.
"Parsley has rapidly grown its production and improved its
leverage, while reducing its outspending to the point that we
expect the company to achieve cash flow neutrality for the second
half of 2019," said John Thieroff, Moody's Vice President. "A deep
inventory of liquids-rich drilling locations and strong capital
productivity metrics point to continued high-margin growth."
Issuer: Parsley Energy LLC
Upgrades:
Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD
Corporate Family Rating, Upgraded to Ba2 from Ba3
Senior Unsecured Notes, Upgraded to Ba3 (LGD4) from B1 (LGD4)
Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-3
Outlook:
Outlook, Stable
RATINGS RATIONALE
Parsley's Ba2 CFR reflects the company's strong execution on its
growth-oriented capital program, material sustained production
expansion through the commodity price cycle, and progressively
improved credit metrics. The company's margins and cash flow
benefit from the liquids-rich orientation of its production in the
Permian Basin. Parsley's large inventory of drilling locations,
particularly in the Midland Basin, and competitive full-cycle
economics provide strong growth opportunity over the next several
years, and the company's high degree of operational control over
its leasehold acreage allows for flexible capital allocation and
development in light of crude price volatility. Additionally,
Parsley has firm transportation contracts in place that should
support its realized prices and cash flow as production in the
Permian continues to outpace takeaway capacity in the basin in the
near term. The CFR is limited by the company's concentrated
geographic presence and high base-production decline rates typical
of recent vintage, high-growth, shale-oriented producers. Longer
term, Parsley faces demand pressure for oil and natural gas related
to carbon transition. Although the company's liquids-heavy
production profile leaves it in a disadvantaged position for
transition, its lean cost structure provides a measure of
competitive advantage, once oil demand has peaked.
Parsley's SGL-1 rating reflects very good liquidity. At June 30,
Parsley had $40 million drawn under its revolving credit facility,
which has committed capacity of $1 billion and a $2.7 billion
borrowing base, and $64 million in cash. Parsley's 2019 capital
budget ranges between $1.40-1.49 billion, which Moody's expects to
be substantially funded from cash from operations. The company
instituted a dividend in 2019 that represents an annual cash drain
of less than $40 million at current levels. Moody's forecasts
Parsley to be able to cover its 2020 capital spending and dividend
with cash from operations. The revolving credit facility, which
expires in October 2021, has two financial covenants: a current
ratio of at least 1.0x and a consolidated leverage ratio of 4.0x.
Moody's expects the company to be in compliance with these
covenants, and have ample cushion. Parsley's next debt maturity is
in 2024.
Parsley's senior unsecured notes are rated Ba3, one notch below
Parsley's Ba2 CFR due to the subordination of the notes to the $1
billion senior secured revolving credit facility.
The stable outlook reflects its expectation that Parsley will
execute its growth plan and fund capital spending and dividends
through cash from operations. An upgrade could be considered if
Parsley continues to generate free cash flow while growing
production to 175,000 boe/d while maintaining a leveraged
full-cycle ratio above 2.0x and achieves debt/proved developed
reserves below $6/boe. A downgrade is possible if Parsley's
RCF/debt ratio falls below 30%, if the company returns to
materially outspending its operating cash flow, or if its leveraged
full-cycle ratio falls below 1.3x.
Austin, TX-based Parsley Energy, LLC is an oil and gas exploration
and production company with operations in the Midland and Delaware
Basins in west Texas.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
PERFORMANCE POOL: $2.1K Sale of 2004 Ford E350 SD Van Approved
--------------------------------------------------------------
Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the
District of Colorado authorized Performance Pool Management Group,
Inc.'s sale of its 2004 Ford E350 SD Van, VIN 1FDSE35L34HB39105, to
Aquaworks Construction, Inc. for $2,100.
The sale is free and clear of all liens, claims, and encumbrances.
The Debtor will pay the net proceeds of $2,100 to Radius Bank to
reduce its secured claim.
About Performance Pool Management Group
Locally owned and operated since 1987, Performance Pool Management
Group, Inc. -- https://www.perfpools.com/ -- specializes in
providing pool and spa services. It offers maintenance, repairs,
remodeling and new construction services to commercial and
residential clients. The company is also a retailer of ProTeam
sanitizers, shocks, stabilizers, balancers and algaecides.
Performance Pool Management Group sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-12522) on
April 1, 2019. At the time of the filing, the Debtor disclosed
$1,533,634 in assets and $2,288,811 in liabilities.
The case is assigned to Judge Thomas B. McNamara.
Kutner Brinen, P.C., is the Debtor's bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
PHYLLIS HANEY: $25K Sale of Beaver Falls Property Confirmed
-----------------------------------------------------------
Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania confirmed Phyllis J. Haney's sale
of the real property located at 188 Blackhawk Road, Chippewa Twp.,
Beaver Falls, Beaver County, Pennsylvania, Tax ID.
#70-015-0202.000, to Jerry E. and Wendy Drolze for $25,000.
A hearing on the Motion was held on Oct. 3, 2019.
The sale is free and divested of liens and claims, with such liens
and claims be transferred to the proceeds of the sale.
The following expenses/costs will immediately be paid at the time
of closing. Failure of the Closing Agent to timely make and
forward the disbursements required by this Order will subject the
closing agent to monetary sanctions, including among other things,
a fine or the imposition of damages, after notice and hearing, for
failure to comply with the above terms of this Order. Except as to
the distribution specifically authorized in the Order, all
remaining funds will be held by Counsel for Movant pending further
Order of this Court after notice and hearing:
(1) The following lien(s)/claim(s) and amounts: (i) PA Dept.
of Rev. v. Phyllis J. Haney (2001-30835) - $2,617; (ii) PA Dept. of
Rev. v. Phyllis J. Haney (2004-30759) - $692; (iii) PA Dept. of
Rev. v. Phyllis J. Haney (2006-32007) - $7,068. After payment of
the current real estate taxes pro-rated to the date of closing, the
remainder of the sale proceeds after payments below will be
distributed to the Department of Treasury v. Phyllis J. Haney
(2008-50012) to partially satisfy said |ien.
(2) Delinquent real estate taxes, if any; $2,449;
(3) Current real estate taxes, pro-rated to the date of
closing $TBD;
(4) The costs of local newspaper advertising in the amount of
$869;
(5) The costs of legal journal advertising in the amount of
$260;
(6) The Court approved realtor commission in the amount
$2,000;
(7) Court approved attorney fees in the amount of $2,000,
after approval of a Fee Application to be filed with the Court;
(8) The balance of funds realized from the within sale will be
held by the Attorney for the Movant until further Order of Court,
after notice and hearing; and,
(9) Other: $181 to the Debtor's Counsel for costs of filing
the Sale Motion and Order.
The closing will occur within 30 days of the Order and, within five
days following closing, the Movant will file a report of sale which
will include a copy of the HUD-1 or other Settlement Statement.
Within five days of the date of the Order, the Movant will serve a
copy of the said Order on each Respondent (i.e., each party against
whom relief is sought) and its attorney of record, if any, upon any
attorney or party who answered the motion or appeared at the
hearing, the attorney for the Debtor the Closing Agent, the
Purchasers, and the attorney for the Purchasers, if any, and file a
certificate of service.
Phyllis J. Haney sought chapter 11 protection (Bankr. W.D. Pa. Case
No. 18-22636) on June 29, 2018. The Debtor tapped Robert O Lampl,
Esq. , at Robert O Lampl Law Office, as counsel.
PIER 3 BUILDERS: Gets Final Nod on Cash Collateral Use Thru Feb. 14
-------------------------------------------------------------------
Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts has issued a final order authorizing Pier
3 Builders, LLC, to use cash collateral in the ordinary course of
its business as set forth in the budget through Feb. 14, 2020.
All parties asserting a security interest in the assets of the
Debtor are granted a replacement lien in and to all property of the
kind presently securing the Debtor's obligations to the secured
parties, but only to the extent of the validity, perfection,
priority, sufficiency and enforceability of the secured parties'
prepetition security interests. Said liens will be recognized to
the extent of any diminution in the value of the collateral
resulting from the use of cash collateral pursuant to the Final
Order and will specifically not extend to any post-petition
avoidance recoveries.
The Debtor will continue to maintain its assets and equipment. The
Debtor will supply Fidelity Co-operative Bank a copy of all
operating statements filed with the U.S. Trustee simultaneously
with submission of the financial statements to the U.S. Trustee.
Moreover, the Debtor is authorized to borrow funds from Fidelity
Co-operative Bank pursuant to the Construction Loan Agreement
executed by the Debtor and Fidelity Co-operative Bank for the
property located on Royal Oaks Way, Leominster, Massachusetts in
accordance with the Construction Loan Disbursement Schedule. The
Debtor is further authorized and directed to pay the monthly debt
service to Fidelity Co-operative Bank for all Construction Loans,
and Fidelity Co-operative Bank is authorized to withdraw the funds
from one or more of the Debtor's bank accounts.
A continued hearing on the Cash Collateal Motion is scheduled for
February 14, 2020 at 12:00 p.m
About Pier 3 Builders
Pier 3 Builders, LLC, is a privately held company in the
residential building construction business. The Company offers
construction and remodeling services such as custom home building,
additions, basement remodeling, and more.
Pier 3 Builders, LLC sought Chapter 11 protection (Bankr. D. Mass
Case No. 19-41022) on June 24, 2019. Judge Elizabeth D. Katz is
assigned to the case. In the petition signed by Brian Campanale,
manager, the Debtor was estimated to have assets and liabilities in
the range of $1 million to $10 million. The Debtor tapped David M.
Nickless, Esq., at Nickless, Phillips and O'Connor as counsel; and
Martin Wolons as financial consultant/bookkeeper.
PLATTSBURGH MEDICAL: PCO Files 2nd Report
-----------------------------------------
Shireen T. Hart, the Patient Care Ombudsman appointed in the
Chapter 11 case of Plattsburgh Medical Care, PLLC, filed a second
report for the period July 23, 2019 through September 20, 2019.
Through communications with the practice's Office Manager and
Billing Manager and upon review of relevant materials, the PCO has
made the following determinations:
A. There have been no claims on any of the providers' or the
practice's insurance policies in the relevant time period.
B. Neither the practice nor any provider has received notice of
any pending or forthcoming lawsuit in the relevant time period.
C. The practice has not made any changes to its medical supply
vendors.
D. During this time period, the staffing level for the practice
has not changed. While the practice is always open to adding new
providers, there are no open positions per se at this time.
E. The practice has hired one staff person to replace an
employee who voluntarily resigned.
F. Upon information and belief, there was one patient complaint
made through an online review during this period. The PCO and the
Office Manager discussed this particular complaint, and the PCO
made the determination that no further follow-up is warranted.
G. None of the providers is the subject of professional
licensure investigations.
H. The practice continues to work on improving its response time
to patient calls and inquiries.
I. The practice is accepting new patients.
Therefore, the PCO has not detected a decrease in the quality of
care by the Debtor's practice. The PCO will continue to monitor
patient care.
A full-text copy of the PCO Report is available at
https://tinyurl.com/yxh2hh6a from PacerMonitor.com at no charge.
PCO can be reached at:
Shireen T. Hart
Primmer Piper Eggleston & Cramer PC
30 Main Street, Suite 500
PO Box 1489
Burlington, VT
Tel: (802) 864-0880
Email: shart@primmer.com
About Plattsburgh Medical Care
Plattsburgh Medical Care, PLLC, is a New York corporation with its
principal place of business located at 675 Route 3, Plattsburgh,
N.Y. It is a family medicine medical practice. The sole member is
Glenn Schroyer, M.D., who provides medical services to patient
through the entity.
Plattsburgh Medical Care filed a Chapter 11 bankruptcy petition
(Bankr. N.D.N.Y. Case No. 19-10894) on May 13, 2019, estimating
under $1 million in both assets and liabilities. The Debtor tapped
Nolan Heller Kauffman LLP as its bankruptcy counsel, and Dreyer
Boyajian LaMarche Safranko as its special counsel.
Shireen T. Hart was appointed Patient Care Ombudsman for
Plattsburgh Medical Care PLLC.
PRC ACQUISITION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: PRC Acquisition, LLC
d/b/a The Club Sport & Health
d/b/a Club4 Life
1 Racquet Lane
Monroeville, PA 15146
Business Description: PRC Acquisition LLC owns and operates
health clubs and spas.
Chapter 11 Petition Date: October 7, 2019
Court: United States Bankruptcy Court
Western District of Pennsylvania (Pittsburgh)
Case No.: 19-23923
Judge: Hon. Gregory L. Taddonio
Debtor's Counsel: Robert O. Lampl, Esq.
ROBERT O LAMPL LAW OFFICE
Benedum Trees Building
223 Fourth Avenue, 4th Floor
Pittsburgh, PA 15222
Tel: 412-392-0330
Fax: 412-392-0335
E-mail: rol@lampllaw.com
rlampl@lampllaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Yakub Mahomed, manager and member.
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/pawb19-23923.pdf
QUADRIGA FINTECH: CEO's Widow Agrees to Return C$12 Million
-----------------------------------------------------------
The widow of the founder of shuttered Canada-based cryptocurrency
exchange QuadrigaCX is returning about C$12 million of assets from
his estate to the bankrupt company as part of a settlement with
Quadriga's bankruptcy trustee.
Quadriga Fintech Solutions Corp. shut down early this year after
the death of founder and CEO Gerald Cotten, leaving some 115,000
customers owed for about C$250 million in cryptocurrencies and cash
unpaid.
His wife, Jennifer Robertson, has been dealing with the firm's
fallout and a probe into the missing funds that customers gave
Quadriga to buy Bitcoin.
"The Monitor's investigation revealed that Mr. Cotten periodically
transferred significant cryptocurrency and other funds outside of
Quadriga. In certain instances, these transfers were for
significant amounts of fiat currency directed to Mr. Cotten
personally and used to fund personal expenses and the purchase of
personal assets. In other instances, transfers were made directly
to Ms. Robertson and used to pay personal expenses and purchase
personal assets in her name or the name of companies which Ms.
Robertson controlled," according to a report filed Oct. 7, 2019, by
Ernst & Young Inc., the Trustee in Bankruptcy for Quadriga.
According to Sharon S. Hamilton, senior vice president at E&Y, as
examples of the transfers of property from Quadriga to fund the
purchase of personal assets of Mr. Cotten and Ms. Robertson, the
Trustee is aware of:
(a) Third party payment processors, which held deposits from
Affected Users, were instructed on various occasions by Mr. Cotten
to distribute significant amounts of funds directly to Mr. Cotten,
Ms. Robertson or related companies;
(b) In a particular instance, a bank account of Mr. Cotten was
solely funded with transfers from a third party payment processor
and the account still held significant funds at the time of Mr.
Cotten's death;
(c) In at least one instance, the funds from a third party
payment processor were directed to a solicitor that acted for Mr.
Cotten and Ms. Robertson in connection with a real estate
acquisition in the week following the transfer;
(d) Quadriga transferred various funds to Ms. Robertson who in
turn lent the funds to Robertson Nova Property Management Inc.
("RNPM") to fund the purchase of the real estate owned by
thatcompany;
(e) Mr. Cotten instructed Affected Users in certain instances to
fund their accounts on the Quadriga platform by transferring funds
to a bank account of a separate company personally owned by Mr.
Cotten; and
(f) The Identified Accounts were used in certain instances to
transfer cryptocurrency from Quadriga to personal wallet addresses
of Mr. Cotten.
At the time of Mr. Cotten's death, he and Ms. Roberts on owned,
directly or indirectly, significant cash holdings, 16 real estate
properties in Nova Scotia, real estate property in British
Columbia, vehicles, a sailing vessel and a personal aircraft
amongst other assets.Moreover, Mr. Cotten and Ms. Robertson
incurred significant personal, living and travel related expenses.
Following on earlier conversations, counsel to Ms. Robertson
presented the Trustee with a settlement offer that involved
returning most of her assets, the assets of the Estate and the
assets of entities owned by Ms. Robertson or the Estate to the
Trustee.
The Trustee believes that the Settlement Agreement provides
significant benefits to the Quadriga estate, Affected Users and
other stakeholders and should be approved by this Court. The
benefits of the Settlement Agreement include, among other things:
(a) Realization of the Settlement Assets will materially improve
the expected distributions to Quadriga's stakeholders as their
estimated cumulative net realizable value is approximately $12
million;
(b) The Settlement Agreement allows the Trustee to avoid the
significant cost of litigating its claims against Ms. Robertson,
the Estate and the Controlled Entities;
(c) The value of the Excluded Assets being retained by Ms.
Robertson is relatively minimal and includes a number of items that
the Trustee expected to generate minimal value in a liquidation.
The estimated aggregate net realizable value of the Excluded Assets
is likely less than the costs that would have been incurred in
pursuing the Trustee's claims against Ms. Robertson, the Estate and
the Controlled Entities;
(d) The Settlement Agreement will permit the Trustee to realize
on the Settlement Assets in a timely manner whereas prolonged
litigation could result in delayed recovery and ultimately delayed
distributions to Quadriga's stakeholders and/or result in the
depreciation of the value of certain Settlement Assets while the
litigation was ongoing;
(e) Following implementation of the Settlement Agreement, Ms.
Robertson will no longer be entitled to payments under the Asset
Preservation Order which may have continued during any litigation
with Ms. Robertson;
(f) The Settlement Agreement secures certain cooperation
obligations from Ms. Robertson and Mr. Beazley which will assist
with (i) the Trustee's investigation; (ii) efficiently transferring
and monetizing the Settlement Assets; (iii) avoiding the costs
associated with replacing the executor of the Estate which may have
been necessary outside of a negotiated settlement; and (iv)
identifying and pursuing potential other sources of recovery for
the Quadriga estate and Affected Users; and(g)Avoids any cost and
delay in respect of any determination of the validity of the
secured loan provided by Ms. Robertson immediately prior to the
initial application to finance the CCAA proceedings.
"I was upset and disappointed with Gerry's activities as uncovered
by the investigation when I first learned of them, and continue to
be," Ms. Robertson said, according to Bloomberg News.
Ms. Robertson called the settlement "a fair and equitable
resolution" for Quadriga and its affected users, while allowing the
trustee to continue efforts to recover as much as possible in an
efficient way while keeping legal fees as low as possible.
"In return, this settlement will allow me to move on with the next
chapter of my life."
About Quadriga Fintech
Quadriga Fintech Solutions was the owner and operator of
QuadrigaCX, Canada's largest cryptocurrency exchange.
QuadrigaCX found itself thrown into turmoil when its founder,
Gerald Cotten, died unexpectedly. In 2019 the exchange ceased
operations and the company was declared bankrupt with C$215.7
million in liabilities and about C$28 million in assets.
On Feb. 5, 2019, Quadriga and two related entities were granted by
the Nova Scotia Supreme Court an order for creditor protection in
accordance with the Companies' Creditors Arrangement Act (CCAA) to
grant the company the opportunity to resolve outstanding financial
issues. The Court appointed a monitor, Ernst & Young Inc., an
independent third party to oversee these proceedings.
On Feb. 28, 2019, the Nova Scotia Court issued an Order appointing
Miller Thomson LLP and Cox & Palmer as representative counsel of
the affected users of the Quadriga platform.
On April 11, 2019, the Supreme Court of Nova Scotia issued a
Termination and Bankruptcy Assignment Order outlining the process
by which the Quadriga CCAA proceedings will be converted to
bankruptcy proceedings under the Bankruptcy and Insolvency Act
On April 15, 2019, Quadriga and its two affiliates were assigned
into bankruptcy. Ernst & Young Inc. consented to act as
Trustee-in-Bankruptcy of each bankrupt estate, which role was
affirmed at the First Meeting of Creditors held on May 2, 2019.
On Sept. 10, 2019, the Nova Scotia Court granted an order
transferring the Bankruptcy Proceedings to the Ontario Superior
Court of Justice (Commercial List).
Information on the case is available at
http://www.ey.com/ca/quadriga
QUALITY MEATS: Seeks More Time to Review Tax Claims, File Plan
--------------------------------------------------------------
Quality Meats, Inc. and Samha Foods Co, LLC asked the United States
Bankruptcy Court for the District of Nebraska to extend their Plan
and Disclosure Exclusivity Period by an additional 180 days.
The requested extension, if granted, will provide the Debtors'
Accountant ample time to review various tax claims filed by the
taxing authorities and other related matters.
The Debtors recently filed an Application to Employ Accountant.
Such accountant has now been employed and is working on the tax
claims filed by the taxing authorities and many other matters for
the benefit of the creditors and the estate -- that will likely
result in large changes and provide for the elimination or large
reduction in the amounts claimed to be owed by the Internal Revenue
Service and Nebraska Department of Revenue.
About Quality Meats and Samha Foods
Quality Meats, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Neb. Case No. 19-80600) on March 18,
2019. Samha Foods Co., LLC filed its Chapter 11 voluntary petition
(Bankr. D. Neb. Case No. 19-80424) on April 17, 2019. The Debtors'
obtained approval for Joint Administration on May 15, 2019.
In the petition signed by its director/owner, Ton Kelly, Quality
disclosed assets ranging between $100,001 and $500,000 and
liabilities ranging between $500,001 and $1 million.
The Debtors are represented by Howard T. Duncan, Esq. at Koenig
Dunne P.C., LLO.
RECREATE MED: Unsecureds to Recover 10 Cents on Dollar
------------------------------------------------------
Recreate Med Spa LLC is proposing a reorganization plan that
proposes to pay unsecured creditors 10 cents on the dollar.
The First Amended Plan of Reorganization dated Sept. 27, 2019,
specifically provides that:
* Secured Claim of Venus Concept USA, Inc. (Class 2). IMPAIRED.
Venus will be paid $30,000.00 in monthly payment of $497.19 with
6% interest. Shall be paid monthly starting January 1, 2019 over 60
months.
* General Unsecured Creditors (Class 3). IMPAIRED. All
unsecured creditors shall be paid 10% of their allowed claims over
60 months commencing on Nov. 19, 2019. M4 Paradiso LLC, shall be
paid $41.08 per month for a total of 2464.08. Financial Pacific,
shall be paid $55.25 per month for a total of $3,315.00, Internal
Revenue Service, shall be paid $12.22 per month for a total of
$733.00.
* Equity Security Holders (Class 4). UNIMPAIRED. Holders of
equity interests will retain their equity.
The primary means for effectuating the Plan will be the Debtor's
income from the operations of the SPA. Management will be provided
by Deborah Gibson, the managing member.
A full-text copy of the First Amended Plan of Reorganization dated
September 30, 2019, is available at https://tinyurl.com/y3oo52et
from PacerMonitor.com at no charge.
About Recreate Med Spa
Recreate Med Spa LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 18-12670) on Oct. 17,
2018. At the time of the filing, the Debtor was estimated to have
assets of less than $50,000 and liabilities of less than $50,000.
The Debtor tapped Bert L. Roos, P.C., as its legal counsel.
RED VENTURES: Fitch Affirms 'B+' Issuer Default Rating
------------------------------------------------------
Fitch Ratings affirmed Red Ventures Holdco, LP and co-borrowers Red
Ventures, LLC and New Imagitas, Inc.'s Issuer Default Rating at
'B+', in addition to affirming all of the issue ratings at
'BB'/'RR2' at Red Ventures, LLC and New Imagitas, Inc. Pro forma
total debt of $2.6 billion was affected by the rating actions.
Red Ventures' 'B+' Long-Term IDR incorporates the company's
portfolio of growing digital businesses that bring consumers and
brands together through integrated e-commerce, strategic
partnerships, and proprietary brands across the financial, home,
health, education and digital services industries. The company has
grown its revenue and EBITDA rapidly during recent periods through
its highly acquisitive strategy. Additionally, the company has
achieved strong EBITDA margins of over 40%, given high operating
leverage inherent in the business model. Rating limitations include
the sector's low barriers to entry. However, Red Ventures has
consistently refined its data-driven marketing services, creating a
long-term track record of value creation that is difficult to
replicate.
Fitch takes comfort from Red Ventures' continued push to diversify
its end markets, reducing concerns of customer concentration. The
company's entrance into the online education space and
establishment in the digital healthcare industry through the
acquisitions of Higher Education (HigherEd) and Healthline Media
(Healthline) are viewed as credit positives as management continues
to diversify the business. Additionally, the acquisitions of
HigherEd and Healthline mark a more meaningful business mix shift
towards owned and operated assets, which offer higher margins than
call center components.
As a result of these strategic initiatives, the company has
achieved more meaningful scale and is forecasted to surpass its
positive rating sensitivity threshold of $1.5 billion in revenues
during 2020. EBITDA and FCF margins have exceeded Fitch's initial
estimates. While gross leverage is expected to remain above 4.0x
through the end of 2019, Fitch believes there is a clear
deleveraging path through EBITDA growth and cash flow generation.
The company continues to experience revenue declines in its home
services vertical driven by broader industry trends and reduced
brand spend in the telecom sector. This drove weakness in
consolidated organic revenues during the second quarter of 2019
(2Q19). However, the diversification into other verticals should
help offset these declines going forward.
Revolver capacity was upsized in April 2019 shortly after the
acquisition of HigherEd and again in June 2019, to $754 million.
Additionally, the company raised an incremental $425 million term
loan, which was used to term out borrowings under the revolver in
July 2019, allowing for more capacity to help fund the Healthline
acquisition. The company paid down $215 million of revolver
borrowings during the 3Q19, further bolstering liquidity.
KEY RATING DRIVERS
Leading Portfolio of Brands and Customer Acquisition Platform: Red
Ventures is a market leader in bringing consumers and brands
together through integrated e-commerce, strategic partnerships, and
proprietary brands across a number of industries. Fitch notes the
company has been honing its approach to data-driven marketing using
proprietary technology refined over the past 15 years. Although its
product offerings can be reproduced, the company's specific
analytics capabilities and successful track record of value
creation are difficult to recreate.
Sticky Partner Relationships: The company consistently provides
higher sales conversions and customer retention as measured by
average lifetime value than its partners and competitors. As a
result, several of Red Ventures' partners have been with the
company for more than 10 years. Management notes the company has
never lost a partner due to poor performance, only as a result of
the partner getting acquired or having a management change.
Highly Acquisitive Strategy: Red Ventures will likely remain
opportunistic with tuck-in acquisitions as it continues to develop
its verticals. The company made two sizeable acquisitions in 2019,
entering into the online education space with HigherEd and creating
a more meaningful presence in digital healthcare through the
acquisition of Healthline. Although the acquisitions have
historically been primarily funded with debt, the company has
reduced leverage through a combination of debt repayment, EBITDA
growth, and external equity infusions. Red Ventures has a strong
track record of integrating its acquisitions, cutting costs,
improving operations and growing revenue and EBITDA.
Capital Allocation Strategy: Management's primary use of FCF is
expected to be acquisitions and debt repayment. The acquisitions of
Healthline and HigherEd increased leverage to 4.2x for the LTM
period ended June 30, 2019, pro forma for all announced
acquisitions. Management has guided to a long-term gross leverage
target of 3.0x, however, remains opportunistic with M&A and is
willing to bring leverage above 4.0x for the right acquisition. The
company has shown willingness to deleverage, voluntarily paying
down $215 million of revolver borrowings in the 3Q19.
Customer Concentration: The company's top 10 customers contributed
a smaller proportion of revenues for the LTM period ended June 30,
2019 compared with the same period last year. Additionally, the
acquisition of Healthline in the second half of 2019 further
reduces customer concentration. Red Ventures' end markets are also
heavily concentrated with financial services and telco accounting
for 46% and 30% of fiscal 2018 revenues, respectively. The
acquisitions of HigherEd and Healthline support the company's push
into new verticals to reduce end-market concentration.
DERIVATION SUMMARY
Similar to peers, Red Ventures' business model is characterized by
a large proportion of contracted revenues, stable EBITDA margins,
and meaningful positive FCF generation. Red Ventures' pro forma
Fitch adjusted leverage of 4.2x is at the low-end of the high-yield
business services issuers. However, the short-term nature of Red
Ventures' contracts can result in significant top-line volatility,
which Fitch views as a credit negative.
The company is 10x the size of its next largest direct competitor.
Fitch does not rate any of Red Ventures' direct competitors.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Mid-teen revenue growth in 2019 driven by the acquisitions of
HigherEd in April 2019 and Healthline in July 2019, and
low-single-digit organic revenue growth driven by strength in the
healthcare and education divisions offset by weakness in
performance of financial and home services businesses;
-- Mid-teen revenue growth in following years driven by tuck-in
acquisitions over the rating horizon in addition to single digit
organic revenue growth. Fitch believes that declines in the home
services business will decelerate and stabilize over the rating
horizon;
-- Margins expand as company realizes synergies from acquisitions
business mix shifts over to owned and operated digital assets,
which offer higher margins than call center components;
-- The company generates meaningful FCF over the rating horizon
given low capex requirements and working capital needs, leading to
high EBITDA flow-through.
-- FCF, in conjunction with the $754 million revolver, is mainly
diverted towards acquisitions as the company further develops its
verticals.
-- Fitch models in deleveraging towards management's long-term
target of 3.0x, driven by EBITDA expansion.
The recovery analysis assumes that Red Ventures would be considered
a going-concern (GC) in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim.
Red Ventures' LTM EBITDA assumption includes pro forma adjustments
for the two acquisitions made in 2019. The GC LTM EBITDA
contemplates insolvency resulting from inadequate liquidity amid
recessionary stress. In this scenario, Fitch assumed that the
company is unable to integrate the large number of acquisitions
into the business in addition to the loss of major partner
contracts resulting in material revenue and EBITDA declines.
The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation.
An enterprise valuation multiple of 6.0x EBITDA is applied to the
GC EBITDA to calculate a post-reorganization enterprise value. The
estimate considered Fitch's more positive view of the data
analytics subsector including the typically high proportion of
recurring revenues, sizeable and stable EBITDA margins and strong
FCF conversion. Recent acquisitions in the data and analytics
subsector have occurred at attractive multiples. Acquisitions and
dispositions in the data and analytics subsector ranged from
10x-15x. Current EV multiples of public companies similar to Red
Ventures trade in the 20x-25x range.
The recovery analysis assumes full utilization on the $754 million
revolver and implies a 'BB'/'RR2' rating on the senior first lien
revolver and term loan.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Management maintains total debt with equity credit to EBITDA
below 3.5x, grows revenue to more than $1.5 billion, and in
addition further reduces partner and end-market concentration;
-- FCF margins are sustained in the mid-to-high teens.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Total debt with equity credit to EBITDA exceeds 5.0x for an
extended period of time, either through a debt-funded acquisition
or sizable owner distributions;
-- FCF generation reverts and margins fall below 5% or become
negative;
-- Company loses large clients.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: At Sept. 30, 2019, the company had
approximately $100 million in balance sheet cash and generated $198
million in FCF for the LTM period ended June 30, 2019. Revolver
capacity was upsized in April 2019 and again in June 2019 to $754
million. In July 2019, the company raised a $425 million fungible
term loan add-on to term out borrowings under the revolving credit
facility, further bolstering liquidity. At Sept. 30, 2019, Fitch
estimates $444 million of revolver availability.. Fitch believes
the company has sufficient liquidity to meet operational needs and
that management will continue to rely on the revolver to fund
acquisitions.
There are no near-term maturities, presenting limited refinancing
risk. The revolver comes due in November 2023 and the term loan in
November 2024.
REGIONAL MEDICAL: Taps Wetzel Gagliardi as Legal Counsel
--------------------------------------------------------
Regional Medical Transportation, Inc., received approval from the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania to
hire Wetzel Gagliardi Fetter & Lavin LLC 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:
John Wetzel, Esq. $400
John Gagliardi, Esq. $300
Paralegals $175
Wetzel Gagliardi does not hold any interest adverse to the Debtor
and its bankruptcy estate, according to court filings.
The firm can be reached through:
John A. Gagliardi, Esq.
Wetzel Gagliardi Fetter & Lavin LLC
101 E. Evans St., First Floor
West Chester, PA 19380
Phone: 484-887-0779
Email: jgagliardi@wgflaw.com
info@wgflaw.com
About Regional Medical Transportation
Regional Medical Transportation, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No.
19-15513) on Sept. 4, 2019. At the time of the filing, the Debtor
was estimated to have assets of between $100,001 and $500,000 and
liabilities of the same range. The case is assigned to Judge
Ashely M. Chan. Wetzel Gagliardi Fetter & Lavin LLC is the
Debtor's counsel.
RENAISSANCE HEALTH: Exclusivity Period Extended Until Oct. 17
-------------------------------------------------------------
Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern
District of Florida extended the period during which only
Renaissance Health Publishing, LLC can file a Chapter 11 plan to
Oct. 17.
The company can solicit acceptances for the plan until Dec. 17.
The company required additional time to resolve issues with its
creditors and to establish a clearer track record of income and
expenses in order to formulate a feasible plan.
About Renaissance Health Publishing
d/b/a Renown Health Products
Renaissance Health Publishing, LLC, doing business as Renown Health
Products, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla.
Case No. 19-13729) on March 22, 2019, disclosing under $1 million
in both assets and liabilities. The Debtor tapped Aaron A.
Wernick, Esq., at Furr Cohen, P.A., as bankruptcy counsel, and
Schneider Rothman IP Law Group, as special counsel.
REPUBLIC METALS: Has Not Paid 503(b)(9) Claimants in Full, Says UST
-------------------------------------------------------------------
William K. Harrington, the United States Trustee for Region 2,
submits this objection to the Joint Disclosure Statement for Joint
Chapter 11 Plan of Liquidation of Republic Metals Refining
Corporation, et al.
The U.S. asserts that the Disclosure Statement does not provide
sufficient disclosures appropriate to the circumstances of these
cases.
According to the U.S. Trustee, the Debtors have not provided
sufficient evidence to support this assertion and, the fact remains
that the as of the Effective Date the 503(b)(9) claimants of $42.7
million are receiving a pro rata distribution of $4 million -- and
nothing more.
The U.S. Trustee points out that the Disclosure Statement is
confusing as it, for example, fails to explain all amounts that are
due to ownership and administrative claims, and the amounts that
will be paid out subject to any settlement agreements.
The UST further points out that the Debtors do not explain how much
would need to be recovered by the Litigation Trust for the
503(b)(9) Claimants to receive a 20%, 50% or 75% distribution –
or even the likelihood of recovery, at all.
According to United States Trustee, the Debtors are unable to
demonstrate that the 503(b)(9) Claimants "agreed" to have their
claim paid in a manner that does not comply with Section
1129(a)(9).
The U.S. Trustee asserts that the Debtor's failure to satisfy
Section 1129(a)(9) of the Bankruptcy Code and the procedure for
deeming the Section 503(b)(9) administrative claimants to have
consented to the Plan is improper, and the adequacy of the
Disclosure Statement cannot be approved.
A copy of the Amended Disclosure Statement dated Sept. 13, 2019,
from PacerMonitor.com is available at https://is.gd/27nacL
About Miami Metals I
Founded in 1980, Republic Metals Refining Corporation and its
affiliates are refiner of precious metals with a primary focus on
gold and silver. They have the capacity to produce approximately
80 million ounces of silver and 350 tons of gold, along with over
55 million pieces of minted products per annum. Suppliers ship
unrefined gold and silver to Republic for refining from all over
the United States and the Western Hemisphere. They provide their
products and services to a diverse base of global mining
corporations, financial institutions and jewelry manufacturers.
Republic Metals Refining, Republic Metals Corporation and Republic
Carbon Company, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 18-13359 to 18-13361) on
Nov. 2, 2018. Republic Metals Refining Corporation is now known as
Miami Metals I, Inc.; Republic Metals Corporation as Miami Metals
II, Inc.; and Republic Carbon Company as Miami Metals III LLC.
In the petition signed by CRO Scott Avila, Republic Metals Refining
estimated assets of $1 million to $10 million and liabilities of
$100 million to $500 million.
The Debtors tapped Akerman LLP as their legal counsel; Paladin
Management Group, LLC as financial advisor; and Donlin, Recano &
Company, Inc., as claims and noticing agent.
ROBERT MATTHEWS: $400K Sale of Naugatuck to the Borough Approved
----------------------------------------------------------------
Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Robert Matthews's sale of the real
property located at 0 Andrews Avenue, Naugatuck, Connecticut, also
referred to as 1 Risdon Street, having tax parcel IDs # 056-0900
and # 056-0800, to the Borough of Naugatuck pursuant to the terms
of their Purchase and Sale Agreement for $400,000.
A hearing on the Motion was held on Sept. 17, 2019.
The Borough of Naugatuck is the only party to have a secured claim
and lien on the MVH Real Property or the proceeds of sale thereof,
with such secured claim and lien related to past due real estate
taxes owed on the MVH Real Property. Subject to the sole
discretion of the Liquidating Agent, the Naugatuck Tax Lien will be
paid in full at closing, or the Liquidating Agent will file an
objection to the claimed amount of the Naugatuck Tax Lien with any
allowed secured claim attaching to proceeds of sale.
As noted on the record, the limited objection of the Internal
Revenue Service was withdrawn, and the IRS does not assert or have
a secured claim on the MVH Real Property or the proceeds to be
generated from any sale of the MVH Real Property. However, nothing
in the Order will preclude the IRS from any entitlement it may have
pursuant to the Confirmed Plan or Confirmation Order, including
without limitation paragraph 11 of the Confirmation Order.
The total allowed broker/agent commission to be paid to The Geenty
Group / Kristin Geenty, will be limited to 7.25% of the Gross Sale
Proceeds, or $29,000 total ($7.25% * $400,000 = $29,000). To be
clear, the Broker will be paid solely from the Gross Sale Proceeds,
and Broker will not otherwise be entitled to any fees or
reimbursement of costs whatsoever from the bankruptcy estate or any
interested parties to the bankruptcy estate. The comission is the
total commission allowed to Broker collectively, limited to $29,000
in total. Other than as set forth herein, the Reorganized Debtor's
bankruptcy estate will not be liable for any commissions to any
other broker or agent in connection with the sale of the MVH
Property.
After payment of the Naugatuck Tax Lien and the Broker commission,
along with other standard fees and costs typically included in a
HUD-1 Settlement Statement, the remaining proceeds of sale will be
used to satisfy in full Allowed Administrative Claims, including
without limitation i) all post-onfirmation fees and expenses of the
Liquidating Agent and other professionals, pursuant to Article
II(F) of the Confirmed Plan and paragraph 25 of the Confirmation
Order; and ii) all outstanding US Trustee fees which have not
otherwise been satisfied, with any net remaining proceeds
thereafter deposited with the Liquidating Agent (or to remain
deposited with the Closing Agent, as determined by the Liquidating
Agent and Closing Agent) and distributed in accordance with the
Confirmed Plan and in the order of priorities outlined in the
Bankruptcy Code.
The Liquidating Agent, Christian Panagakos of Florida Bankruptcy
Advisors, P.L. will have the authority to execute deeds, contracts
and all other documents necessary to effectuate the sale of the MVH
Real Property on behalf of and as corporate agent for MVH, LLC. As
provided in Article II(F) of the Confirmed Plan [D.E. 200], the
Liquidating Agent will have no liability whatsoever for any acts or
omissions in its capacity as Liquidating Agent to the Reorganized
Debtor, to any interested members or beneficiaries of MVH or to the
holders of any pre-petition or postpetition claims or interests
against the Debtor, the Reorganized Debtor or the estate or
post-confirmation estate, with the sole exception of fraud, gross
negligence or willful misconduct of the Liquidating Agent.
No later than 30 days after the closing of the MVH Real Property,
the Liquidating Agent will file a motion for distribution
reflecting all distributions and expenses paid or to be paid in
connection with the sale of the MVH Real Property.
The sale is free and clear of all liens, claims, interests and
encumbrances, and any prior claimant or interest holder with
respect to the MVH Real Property may look only to the proceeds of
sale for potential relief.
The Liquidating Agent's proposed sale of the MVH Real Property to
the Borough of Naugatuck, without any further delay and in
accordance with the terms set forth in the MVH Purchase and Sale
Agreement is in the best interest of all creditors of the estate.
The transfer of the MVH Real Property and the issuance of the Deed,
including the execution or recording of the Deed, are pursuant to
the Confirmed Plan, and will be deemed to be free of any tax under
any law imposing a stamp or similar tax to the extent permissible
under Section 1146(c) of the Bankruptcy Code. Any sale of the MVH
Real Property as contemplated and agreed to in the Confirmed Plan,
and other ancillary transactional documents giving rise to liens
for which fees or taxes may otherwise be assessed, fall within the
application of section 1146(a).
The Court waives the 14-day stay period pursuant to Fed. R. Bankr.
P. 6004(h).
Robert Matthews sought Chapter 11 protection (Bankr. S.D. Fla. Case
No. 16-23426) on Nov. 6, 2017. The Debtor tapped Christian
Panagakos, Esq., as counsel.
On Dec. 26, 2018, this Court confirmed the Debtor's Plan of
Reorganization which modified and confirmed the First Amended
Chapter 11 Plan of Reorganization of Robert Matthews.
RON S. ARAD: $1.3M Sale of Yorba Linda Property to Shukla Approved
------------------------------------------------------------------
Ron S. Arad asks the U.S. Bankruptcy Court for the Central District
of California to authorize the sale of the real property located at
27850 Aleutia Way, Yorba Linda, California, APN 329-163-12, to Atri
Shukla for $1.315 million.
A hearing on the Motion was held on Sept. 11, 2019 at 10:00 a.m.
From the sales proceeds the Debtor is authorized to pay the closing
costs, credits and the cost of sale, including real estate
commission of 5% of the sales price to Clarence Yoshikane, Coldwell
Banker, 840 Newport, Center Drive, Suite 100, Newport Beach,
California. Fromt the sales proceeds, the Debtor is authorized and
directed to pay the claims of Bank of the West, the holder of the
note secured by a first deed of trust.
The sale is free and clear of these liens.
a. The lien recorded on Sept. 5, 2008, by Charter One, a
division of RBS Citizens, N.A., in the amount of $250,000, recorded
with the Orange County Recorder, assigned instrument Number
200800420726, showing Reuven Arad and Sara Arad, married, community
property, as trustee, with $250,000 of the sales proceeds being
maintained in the DIP bank account which will be to the same
extent, validity and priority as Charter One had in the Property
prior to the sale pending further Order of the Bankruptcy Court.
b. The lien recorded on Sept. 5, 2008, by Charter One, in the
amount of $250,000, recorded with the Orange County Recorder,
assigned instrument Number 200800420877, showing Reuven Arad and
Sara Arad, married, community property, as trustee, with $250,000
of the sales proceeds being maintained in the DIP bank account
which will be to the same extent, validity and priority as Charter
One had in the Property prior to the sale pending further Order of
the Bankruptcy Court.
c. The Notice of Federal Tax Lien recorded by the United
States of America, Department of the Treasury, Internal Revenue
Service against Reuven Arad in the amount of $422,110, plus costs,
interest and additional axes recorded Sept. 18, 2012, shown as
Instrument Number 2012000545965, Official Records, Orange County
Recorder's Office, from which, after the payment of Bank of the
West, the closing costs and cost of sale and the funds ultimately
paid to Charter One, the Department of the Treasury, Internal
Revenue Service will be paid a total of 12.5% of the remaining
funds, if any, toward its tax liens which are claims only against
the interest that Reuven Arad has in the Property.
d. The Notice of Federal Tax Lien recorded by the IRS against
Reuven Arad in the amount of $17,838, plus costs, interest and
additional taxes recorded April 2, 2014, shown as Instrument Number
2014000124663, Official Records, Orange County Recorder's Office,
from which, after the payment of Bank of the West, the closing
costs and cost of sale and the funds ultimately paid to Charter
One, the Department of the Treasury, Internal Revenue Service will
be paid a total of 12.5% of the remaining funds, if any, toward its
tax liens which are claims only against the interest that Reuven
Arad has in the Property.
e. The Notice of Federal Tax Lien against Reuven Arad in the
amount of $6,280, plus costs, interest and additional taxes
recorded Sept. 9, 2014, shown as Instrument Number 2014000365662,
Official Records, Orange County Recorder's Office from which, after
the payment of Bank of the West, the closing costs and cost of sale
and the funds ultimately paid to Charter One, the Department of the
Treasury, Internal Revenue Service will be paid a total of 12.5% of
the remaining funds, if any, toward its tax liens which are claims
only against the interest that Reuven Arad has in the Property.
f. The Notice of Federal Tax Lien against Reuven Arad in the
amount of $39,535, plus costs, interest and additional taxes
recorded Oct. 11, 2017, shown as Instrument Number 2017000432156,
Official Records, Orange County Recorder's Office, from which,
after the payment of Bank of the West, the closing costs and cost
of sale and the funds ultimately paid to Charter One, the
Department of the Treasury, Internal Revenue Service will be paid a
total of 12.5% of the remaining funds, if any, toward its tax liens
which are claims only against the interest that Reuven Arad has in
the Property.
The Order will be effective immediately upon entry.
Ron S. Arad sought Chapter 11 protection (Bankr. C.D. Cal. Case No.
18-10486) on Feb. 14, 2018. William H Brownstein, Esq., serves as
counsel.
RYERSON HOLDING: Fitch Assigns B+ IDR, Outlook Stable
-----------------------------------------------------
Fitch Ratings assigned Ryerson Holding Corporation and Joseph T.
Ryerson & Son, Inc. first-time, Long-Term Issuer Default Ratings
(IDRs) of 'B+'. In addition, Fitch has assigned the first lien
senior secured ABL credit facility a rating of 'BB+'/'RR1' and the
first lien secured notes a rating of 'B'/'RR5'. The Rating Outlook
is Stable.
Ryerson's ratings reflect its significant size and scale which
provides operating leverage, strong working capital management,
product diversification, stable operating margins through the
cycle, and the counter-cyclical cash generating ability of its
business model. The ratings also reflect improving leverage,
minimal capex requirements and forecast FCF of around $100 million
on average, which Fitch expects will be allocated toward a
combination of debt reduction and bolt-on acquisitions.
KEY RATING DRIVERS
Complementary CS&W Acquisition: On July 2, 2018, RYI acquired
Central Steel and Wire Company (CS&W) for $164 million, including a
$70 million bargain purchase gain, to complement its operational
profile. Fitch views the CS&W acquisition positively, as RYI was
able to meaningfully grow in size and scale while also reducing
financial leverage. CS&W was Ryerson's largest acquisition since
2005, therefore supporting Fitch's view that a near-term sizable
transaction is unlikely. Fitch believes RYI will continue to be a
consolidator in the industry but that the company will be selective
in its approach, focusing on companies that provide further product
diversification or increase its value-add service capabilities.
Improving Leverage Profile: RYI has reduced leverage, on a total
adjusted debt to EBITDAR basis, from around 7.0x at Dec. 31, 2017
to around 5.0x as of June 30, 2019. Fitch forecasts RYI will
generate positive FCF, averaging around $100 million through the
ratings horizon, which provides further deleveraging capacity.
Fitch expects RYI to allocate FCF to a combination of debt
reduction and bolt-on acquisitions and for leverage to generally
trend lower through the forecast period. RYI targets 2.0x net
leverage through the cycle, supporting Fitch's expectation of a
near-term focus on debt reduction.
Significant Size & Scale: RYI is one of the largest metals service
center companies in the U.S., in a highly fragmented market. The
company's size and scale provides purchasing power and operating
leverage which drives a competitive advantage compared with its
peers. The highly fragmented nature of the industry also provides
significant acquisition growth opportunities.
Stable Margins: Gross margins are relatively stable, fluctuating
between 17% and 20% over the last 4 years, through a period of
significant steel and aluminum price volatility. Fitch believes
that RYI's strategic focus on expanding its fabrication mix from
10% to 15% over the next three years will generally result in
higher margins and improve through cycle profitability.
Counter-Cyclical Cash Generation: The company's product, customer
and end market diversification reduces cash flow volatility through
the cycle. In periods of weakening demand or lower prices, RYI is
able to generate cash by managing working capital and liquidating
inventory. The company focuses on strong inventory management and
targets 70-75 days of supply. Demonstrative of its commitment to
strong inventory management, RYI was able to successfully reduce
CS&W's inventory position from almost 140 days at the time of the
acquisition, to 91 days as of June 30, 2019.
Minimal Capex Requirement: Capital intensity is typically less than
1% of sales and Fitch estimates maintenance capex of around $20
million-$25 million. Fitch believes growth capex will be focused on
adding value-added processing equipment, which Fitch anticipates
will help expand gross profit margins. Minimal capex requirements
frees up capital for debt reduction and acquisitive growth.
DERIVATION SUMMARY
Ryerson's operational profile compares similarly with metals
service center company Reliance Steel & Aluminum Co. (BBB/Stable)
and chemical distributor Univar Inc. (BB/Positive). Ryerson,
Reliance and Univar are similar in that they have a leading market
share within their respective highly fragmented industries, similar
underlying volumetric risk given their exposure to cyclical end
markets and low annual capex requirements. Ryerson is considerably
smaller than Reliance and Univar, however all three companies
benefit from significant size, scale and diversification compared
with their respective peers. Reliance and Univar have stronger
leverage and coverage metrics and higher EBITDA margins compared
with Ryerson, although Fitch expects Ryerson's strategy of
increasing its value-added product mix to benefit margins.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Organic volume growth of around 1% annually;
- Average selling prices decline through the forecast period;
- EBITDA margins expand to around 5.0%-5.5%;
- Capex of roughly $40 million per year through the forecast
period;
- Moderate spending on acquisitions beginning in 2020;
- No dividend or share repurchases.
The recovery analysis assumed Ryerson would be reorganized as a
going concern in a bankruptcy scenario rather than liquidated.
Assumptions for the going concern (GC) approach: Fitch has assumed
a bankruptcy scenario GC EBITDA of $215 million. The GC EBITDA
estimate is reflective of a sustainable EBITDA level upon which
Fitch bases the enterprise valuation. The GC EBITDA estimate is
reflective of a full year of earnings from the CS&W acquisition and
a scenario of declining shipments, declining prices and sustained
lower realized margins.
Fitch applies a 5.0x multiple, reflective of the company's
significant size and scale as one of the largest metals service
companies in North America. The post-reorganization enterprise
value of $1.075 billion, after an assumed 10% administrative claim,
compares closely with Fitch's estimated liquidation value of $1.068
billion. Fitch assumed the ABL credit facility is 80% drawn in the
recovery analysis.
The allocation of value in the liability waterfall results in a
Recovery Rating of 'RR1' for the first lien secured ABL credit
facility, resulting in a 'BB+' rating, and a Recovery Rating of
'RR5' for the first lien senior secured notes, resulting in a 'B'
rating.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Total adjusted debt/EBITDAR sustained below 4.5x;
- EBITDA margins sustained at or above 6% driven by increasing
levels of value-added processing.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Total adjusted debt/EBITDAR sustained above 5.5x;
- Sustained negative FCF;
- A debt-funded material acquisition, introduction of a dividend,
and/or share repurchases that result in expectations for sustained
higher leverage.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: As of June 30, 2019, Ryerson had cash and
cash equivalents of $22.8 million and $395 million available under
its $1 billion ABL credit facility due 2021. The company also had
$32 million available under foreign credit lines at June 30, 2019.
SANA INDUSTRIES: Unsecureds to Recover 100% Without Interest
------------------------------------------------------------
Sana Industries, Inc., has proposed a reorganization plan that will
be funded from amounts currently held by the Debtor, the rental
income received from the rent of property, and the new value
contribution of Sheba Gopaul.
According to the Disclosure Statement filed Sept. 30, 2019, the
Plan provides that:
* Allowed Secured Claim of Congressional Bank (Class IV) is
impaired. Congressional has filed a proof of claim in the case,
asserting a balance of $136,362.15 due on its Claim, secured by a
first priority Purchase Money Deed of Trust executed by the Debtor
and recorded among the Land Records of Prince George’s County,
Maryland. The Debtor will pay the Claim of Congressional, together
with interest thereon, in monthly payments beginning on the
Effective Date over a term of 120 months, at an interest rate of 5%
per annum, provided that the Debtor may prepay all or part of the
remaining balance at any time. The monthly principal and interest
payment will be $1,446.33.
* Allowed Secured Claim of Gilt Capital, Inc (Class V) is
impaired. Gilt Capital holds a Claim against the Debtor with a
balance due thereon of $39,600 as of the Petition Date, secured by
a second priority Deed of Trust executed by the Debtor and recorded
among the Land Records of Prince George's County, Maryland. The
Claim of Gilt Capital will be subordinated to all other Claims
outstanding in this case, and Gilt Capital shall receive no
payments on its Claim until after payment of amounts due on the
Claims in Classes I through IV and Class VIII are made by the
Debtor.
* Allowed Secured Claim of Xenti Group, LLC (Class VI) is
impaired. Xenti Group holds a Claim against the Debtor with a
balance due thereon of $28,000 as of the Petition Date, secured by
a third priority Deed of Trust executed by the Debtor and recorded
among the Land Records of Prince George's County, Maryland. The
Claim of Xenti Group shall be subordinated to all other Claims
outstanding in this case, and Xenti Group shall receive no payments
on its Claim until after payment of amounts due on the Claims in
Classes I through IV and Class VIII are made by the Debtor.
* Allowed Secured Claim of Ranie Gopaul (Class VII) is impaired.
Ms. Gopaul holds a Claim against the Debtor with a balance due
thereon of $50,000 as of the Petition Date, secured by a fourth
priority Deed of Trust executed by the Debtor and recorded among
the Land Records of Prince George's County, Maryland. The Claim of
Ms. Gopaul shall be subordinated to all other Claims outstanding in
this case, and Ms. Gopaul will receive no payments on its Claim
until after payment of amounts due on the Claims in Classes I
through IV and Class VIII are made by the Debtor.
* Allowed Unsecured Claims (Class VIII) are impaired. Allowed
Unsecured Claims total $63,000 (excluding the claims of Sheba
Gopaul and Navin Goel). On the Effective Date, allowed claims will
share, pro-rata, in the new value contribution made by Sheba
Gopaul, and then shall receive additional monthly distributions
commencing 30 days after the Effective Date over the ensuing 24
months of an amount sufficient to pay such claims in full, without
interest.
* Allowed Unsecured Claims of Sheba Gopaul and Navin Goel (Class
IX). In its schedules of assets and liability in this case, the
Debtor scheduled Unsecured Claims in favor of Ms. Gopaul ($20,000)
and Mr. Goel ($40,000), arising from loans to the Debtor prior to
the Petition Date. Ms. Gopaul and Mr. Goel have agreed to forego
payment of the foregoing Unsecured Claims as a contribution of new
value to the Debtor, and accordingly the Claims of Ms. Gopaul and
Mr. Goel are not included among the Allowed Unsecured Claims
treated in the Plan.
* Interests of Sheba Gopaul (Class X). The shares of the Debtor
are owned by the Sheba Gopaul. In the present case, Sheba Gopaul
is contributing new value to the Debtor by foregoing any payment on
her Class X Unsecured Claim and by making a lump sum payment to the
Debtor in the amount of $15,000, which Gopaul shall make on the
Effective Date. The Debtor believes that the new value capital
contribution set forth by this class of Interests is both fair and
reasonable and exceeds the fair market value of the interests to be
issued in the reorganized Debtor. The Debtor will, within seven
days after approval of the Disclosure Statement, provide notice to
all parties in interest indicating the Debtor's intention to
reorganize its business through approval of the Plan, and offering
bidders an opportunity to submit competing bids for the equity
interest in the reorganized Debtor. The highest and best bid will
be accepted by the Court and the successful bidder will become the
owner of the equity interest in the reorganized debtor, subject to
the terms of the Plan
A full-text copy of the Disclosure Statement dated Sept. 30, 2019,
is available at https://tinyurl.com/y5okthbr from PacerMonitor.com
at no charge.
About Sana Industries
Sana Industries, Inc., owns and manages a commercial property
consisting of two adjacent office condominium units located at 8347
& 8349 Cherry Lane, Laurel, MD 20707 within the Laurel Lakes
Executive Park Condominiums.
Sana Industries, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 18-26225) on Dec. 10, 2018.
At the time of the filing, the Debtor was estimated to have assets
of less than $500,000 and liabilities of less than $1 million. The
case has been assigned to Judge Lori S. Simpson. COHEN BALDINGER &
GREENFELD, LLC, is the Debtor's counsel.
SANTA FE IMPORTS: Taps Askew & Mazel as Legal Counsel
-----------------------------------------------------
Santa Fe Imports Inc. received approval from the U.S. Bankruptcy
Court for the District of New Mexico to hire Askew & Mazel, LLC as
its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include the preparation of a plan of
reorganization and representation in contested matters.
The firm's attorneys who are expected to provide the services and
their hourly rates are:
James Askew $300
Edward Mazel $250
Daniel White $225
Jacqueline Ortiz $200
Benjamin Jacobs $170
The hourly rates for paralegal services range from $90 to $120.
Askew & Mazel received a retainer in the amount of $25,500.
James Askew, Esq., at Askew & Mazel, disclosed in court filings
that the firm has no connection with the Debtor, creditors or any
other "party in interest."
The firm can be reached through:
James A. Askew, Esq.
Daniel A. White, Esq.
1122 Central Ave., Ste. 1
Albuquerque, NM 87102
Phone: (505) 433.3097
Fax: (505) 717.1494
Email: jaskew@askewmazelfirm.com
dwhite@askewmazelfirm.com
About Santa Fe Imports
Santa Fe Imports Inc., which conducts business as Santa Fe Mazda
Volvo, is an automobile dealer in Santa Fe, N.M. It offers new and
used cars, vans, trucks, sport utility vehicles, parts and
accessories.
Santa Fe Imports sought Chapter 11 protection (Bankr. D.N.M. Case
No. 19-11985) on Aug. 29, 2019 in Albuquerque, New Mexico. In the
petition signed by Tersila Sanchez-Careswell, general manager, the
Debtor estimated both assets and liabilities at $1 million to $10
million. The Hon. David T. Thuma oversees the Debtor's case.
Askew & Mazel, LLC is the Debtor's bankruptcy counsel.
SEAWALK INVESTMENTS: Exclusivity Period Extended Until Jan. 15
--------------------------------------------------------------
Judge Jerry Funk of the U.S. Bankruptcy Court for the Middle
District of Florida extended the period during which only Seawalk
Investments, LLC can file a plan of reorganization to Jan. 15,
2020.
About Seawalk Investments
Seawalk Investments, LLC, a privately held company in Jacksonville,
Fla., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 19-01010) on March 21, 2019. It
previously filed Chapter 11 petition (Bankr. M.D. Fla. Case No.
11-05969) on Aug. 11, 2011.
At the time of the filing, the Debtor had estimated assets of
between $1 million and $10 million and liabilities of between $1
million and $10 million.
Judge Jerry A. Funk presides over the case. The Debtor hired
Wilcox Law Firm as its bankruptcy counsel.
SKY-SKAN INC: May Continue Using Cash Collateral Through Dec. 27
----------------------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire authorized Sky-Skan, Inc., to use cash
collateral on a continuing basis through the week ending Dec. 27,
or until the date on which the Court enters an order revoking the
Debtor's right to use cash collateral.
The Debtor may use and expend up to $945,320 in cash collateral to
pay the costs and expenses incurred by the Debtor in the ordinary
course of business to the extent provided in the Budget.
The Internal Revenue Service and Coastal Capital LLC are granted
valid, binding, enforceable and automatically perfected liens,
which liens continue to be valid and enforceable, on the Debtor's
property acquired postpetition, excluding so-called Chapter 5
Claims, which liens will attach only to the same types of property
and with the same validity, extent and priority as to which their
respective liens existed prior to the Petition Date,
notwithstanding the provisions of Section 552 of the Bankruptcy
Code.
As further adequate protection:
(a) The IRS is granted a continuing post-petition security
interest in all assets the Debtor.
(b) The IRS, by and through its agents or representatives,
will have access to and the right to inspect the Debtor's assets
and properties.
(c) The Debtor will permit the IRS to inspect, review and
copy any financial records of the Debtor. These records will be
made available at the Debtor's place of business.
(d) Since February 2018 the Debtor has been paying into
escrow at the Tamposi Law Group the monthly sum of $14,053.84.
Payments have been made and will continue to be made on the 15th
day of each month. Payments will continue each month thereafter
until confirmation of the Debtor's Chapter 11 Plan or until further
order of the Court. The funds will be applied to the secured debt
of the IRS and/or Coastal and/or the Debtor's administrative
creditors as their interests may ultimately be adjudicated and/or
by agreement of the parties.
(e) The Debtor will timely file all post-petition tax returns
on the due date with the appropriate IRS office.
(f) The Debtor will timely pay each federal tax deposit as it
accrues (when payroll is made) by electronic transfer or through a
federal depository payable to the Debtor's depository institution.
(g) The Debtor will maintain all insurance policies including
workers compensation, general liability, fire, and casualty.
(h) The Debtor will provide to Coastal, the Official
Committee of Unsecured Creditors and the IRS a weekly report of its
current accounts receivable and cash positions as of Friday of
every week.
The Debtor is directed to file a further application for ongoing
usage of cash collateral on or before Dec. 4. Any objection to the
application for ongoing use of cash collateral will be filed on or
before Dec. 11.
The Court will hold a hearing on the application for ongoing use of
cash collateral on Dec. 18, 2019, at 2:00 p.m.
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 was estimated to have
less than $50,000 in assets and $1 million to $10 million in
liabilities as of the bankruptcy filing.
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.
SPORTCO HOLDINGS: Taps Hilco to Collect Accounts Receivables
------------------------------------------------------------
SportCo Holdings, Inc. and certain of its wholly owned direct and
indirect subsidiaries ask the U.S. Bankruptcy Court for the
District of Delaware for authority to employ Hilco Receivables, LLC
as their accounts receivables collection agent pursuant to the
terms of the Collection Services Agreement between United Sporting
Companies, Inc. and Hilco Receivables, LLC.
The Debtors believe that, given the amount of accounts receivable
and underlying documentation, the retention of Hilco will help
facilitate expeditious resolution of a significant portion of the
outstanding accounts receivable.
As set forth in the Collection Agreement, the Debtors have
requested that Hilco serve as its receivables servicer during these
Chapter 11 Cases to collect on outstanding accounts due and owing
to the Debtors. Those services include:
(a) Implement a collection plan for all outstanding Accounts;
(b) Collect, service, and otherwise resolve the Accounts;
(c) Handle collection disputes on behalf of the Debtors and
settle Accounts pursuant to settlement guidelines established by
the Debtors;
(d) Manage the collection of the Accounts and facilitate
payments to the Debtors;
(e) Provide weekly electronic reports to the Debtors,
specifying the actions taken by Hilco, the results obtained as of
the relevant date, and the current status of the Account.
Hilco has requested compensation pursuant to its general practices,
which is payment of a contingency fee based upon a percentage of
the collected Accounts. As described more fully in the Collection
Agreement, and subject to the Court's approval, Hilco will be paid
according to this schedule:
Gross Cash Receipts Fee
------------------- ---
$1 to $5,000,000 1.0% of Gross Cash Receipts Received
$5,000,001 to 1.5% of Gross Cash Receipts Received
$10,000,000
$10,000,001 and over 2.0% of Gross Cash Receipts Received
Buddy Beaman, Executive Vice President and Chief Operating Officer
for Hilco Receivables, attests that Hilco: (a) is not a creditor,
equity security holder or insider of the Debtors; (b) is not and
was not, within two years before the Petition Date, a director,
officer or employee of the Debtors; (c) does not hold or represent
any interest materially adverse to the interests of the Debtors'
estates or any class of creditors or equity security holders; and
(d) is not related to any judge of this Court, the U.S. Trustee, or
any employee of the U.S. Trustee in this District. Beaman says
Hilco is a "disinterested person" as that term is defined in
section 101(14), as modified by section 1107(b), of the Bankruptcy
Code.
The firm may be reached at:
Buddy Beaman
Executive Vice President and Chief Operating Officer
Hilco Receivables, LLC
5 Revere Drive, Suite 206
Northbrook, IL 60062
About SportCo Holdings
United Sporting Companies, Inc., was founded in 1933 under the name
Ellett Brothers, Inc. before merging with Jerry's Sports, Inc., in
2009 and formally changing its name to United Sporting Companies,
Inc. on July 16, 2010. Headquartered in Chapin, S.C., the companies
are marketers and distributors of a broad line of products and
accessories for hunting and shooting sports, marine, camping,
archery, and other outdoor activities.
The companies' product line of over 55,000 SKUs includes firearms,
reloading, marine electronics, trolling motors, optics, cutlery,
archery equipment, ammunition, leather goods, camping equipment,
sportsman gifts, and a variety of other outdoor sporting goods
products. The companies carry the major brands in the outdoor
sports industry, including Remington, Ruger, Browning, Winchester,
Smith & Wesson, Glock, Bushnell, Sig Sauer, Springfield Armory,
Hornaday, Henry, Magpul, Armscor, MotorGuide, Minn Kota, Lowrance,
Federal, CCI, Taurus, and Leupold. The companies employ 321 people.
SportCo, a Delaware corporation, is a holding company with no
business operations.
SportCo Holdings, Inc. and its affiliates, including United
Sporting Companies, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11299) on June 10,
2019. At the time of the filing, SportCo listed less than $50,000
and liabilities between $100 million and $500 million.
The cases are assigned to Judge Laurie Selber Silverstein.
The Debtors tapped McDermott Will & Emery LLP as their bankruptcy
counsel; Polsinelli PC as local Delaware counsel; Winter Harbor LLC
as restructuring advisor; BMC Group, Inc. as notice and claims
agent; and Wilson Kibler, Inc., as real estate broker.
Andrew Vara, acting U.S. trustee for Region 3, on June 17, 2019,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case. The Committee retained
Lowenstein Sandler LLP, as counsel, and Morris James LLP, as
co-counsel.
ST. JOHN PENTECOSTAL: Needs Time to Obtain Refinancing, File Plan
-----------------------------------------------------------------
St. John Pentecostal Church Inc. asked the U.S. Bankruptcy Court
for the Southern District of New York for an extension of the
exclusive time for the Debtor to file a plan of reorganization for
a period of 120 days, and the corresponding time for the Debtor to
solicit acceptances to said plan for a period of 180 days.
The extension, if granted, will allow the Debtor and its Accountant
to complete their tasks in obtaining a commitment letter for
refinancing, and ultimately, to formulate a confirmable plan of
reorganization.
The Debtor has recently obtained approval for the retention of an
accountant, Dyal Consulting Group, Inc. to (i) prepare tax returns
for the Debtor , which have not been prepared or filed in several
years, and (ii) prepare compilation reports which were requested in
connection with a refinance. DCGI has commenced working on the
Debtor's books and records and expects to complete the required
reports on or about Oct. 11.
Once DCGI completes the compilation reports, this will be submitted
to the bank's underwriting department. Although it does not know
how long it will take the bank to issue a commitment letter, the
Debtor believes it will take no more than 2-3 weeks to finalize the
refinance.
Since the Debtor is a church, once it obtains a commitment letter
for refinancing, there will still be significant amount of work and
protocols established in order to get loan approval through the New
York Attorney General's Office.
In New York, the Religious Corporation Law has regulations in place
governing the sale/refinance of church owned property, which
regulations are established to protect the church members in the
church itself only using loaned monies for valid and legal
interests of the church as a whole.
About St. John Pentecostal Church
St. John Pentecostal Church Inc., a religious organization in New
York, filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 19-10195) on Jan. 23, 2019. In the petition signed by Robert
Johnson, deacon, the Debtor estimated $1 million to $10 million in
assets and $100,000 to $500,000 in liabilities. Erica Feynman
Aisner, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr,
LLP, is the Debtor's counsel.
ST. JUDE NURSING: PCO Files Report for Aug. 7 to Sept. 19
---------------------------------------------------------
Deborah L. Fish, appointed patient care ombudsman in the Chapter 11
case of St. Jude Nursing Center, Inc., filed a report on the status
of the quality of patient care covering August 7, 2019 through
September 19, 2019, and based on a site visit and discussions with
Martha Little, the Director of Social Work and representatives of
the State of Michigan.
PCO OBSERVATIONS:
1. It consists of 64 licensed beds, located within the Debtor owned
facility. The current census is 25 and going down by the day. The
Debtor is in the process of a voluntary closure and as such is not
accepting any new residents and is transitioning all of its current
residents to new facilities.
2. The facility is still financially managed by Mission Point
Management Services, LLC and the transitioning of the patients is
being managed by the Debtor's administrative staff, the State of
Michigan in various capacities, and Brad Mali.
3. The Debtor established a voluntary closure plan and provided it
to the ombudsman to review along with the State of Michigan
approval letter.
4. The State of Michigan Long-term Care Ombudsman is working with
the Debtor to place the residents in new facilities. Report on the
closure issues relating to the residents:
* Transportation - the Debtor sends an additional person to sit
with the resident during the transportation and delivery of the
resident to the new facility. This person is there to calm the
resident, if necessary, respond to any questions the resident may
have and respond to any emergent issues that may incur during the
process.
* Resident belongings - I confirmed that when the resident is
moved that the resident's belongings, including medical devices,
personal items, clothes, pictures, cigarettes, soda, are all
clearly labeled and transported with the resident to the new
facility.
* Resident Trust Fund - The majority of the residents have a
trust fund account with the Debtor. When possible, trust fund
accounting is performed and a check representing monies held in
trust after setoffs will be given to the resident prior to
transportation to the new facility. If a trust fund accounting is
not completed, then Martha Little, the administrator, will follow
up and send the check to the resident at the new facility.
* Resident Medical Records - The Debtor will not hold up the
transfer of a resident to wait for a complete copy of the medical
record. The necessary current records are audited and transported
with the patient and copies of the complete medical record are sent
when time permits.
5. Resident Notice: As stated above the mandatory 60-day notice was
delivered on September 13, 2019 to residents, guardians and family
members.
6. Resident Assistance and Communication: The Debtor and Mission
Point are providing additional administrative staff to work with
the residents to identify new facilities appropriate for the
residents, to assist in transitioning the resident and to make
certain the remaining residents continue to receive the required
care and services.
7. Patient staffing has been reduced and will continue to be
reduced as the residents leave the facility. The Administrator
confirmed that the Debtor is compliant with all state and federal
regulations regarding staffing.
8. During the Post-Petition, the Debtor is maintaining only the
services necessary for the remaining residents. The Debtor is
delivering similar quality care to a substantially reduced patient
population.
Therefore, the Debtor has continued the same quality of care
post-petition as it did prepetition. Monitoring will continue until
all of the residents have been placed with new facilities, complete
medical records have been delivered to the resident's new facility
and all of the trust fund dollars have been paid to the residents.
A full-text copy of the PCO Report is available at
https://tinyurl.com/y4qrp7nl from PacerMonitor.com at no charge.
About St. Jude Nursing
St. Jude Nursing Center is a privately owned and licensed long-term
skilled nursing facility located at 34350 Ann Arbor Trail, Livonia,
Michigan 48150. The Facility consists of 64 licensed beds, located
within the Debtor-owned facility. The Facility offers services
such as skilled nursing care, hospice care, Alzheimer's and
dementia patient care, physical rehabilitation, tracheal and
enteral services, wound care, and short-term respite care. The
Company previously sought bankruptcy protection on Feb. 18, 2016
(Bankr. E.D. Mich. Case No. 16-42116) and Feb. 22, 2012 (Bankr.
E.D. Mich. Case No. 12-43956).
St. Jude Nursing Center, Inc., filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 18-54906) on Nov. 2, 2018, and is represented
by Jeffrey S. Grasl, Esq., in Farmington Hills, Michigan. In the
petition signed by Bradley Mali, president, the Debtor estimated
$500,000 to $1 million in assets, and $1 million to $10 million in
liabilities as of the bankruptcy filing.
ST. JUDE NURSING: PCO Files Report for Sept. 19 to 27
-----------------------------------------------------
Deborah L. Fish, appointed patient care ombudsman in the Chapter 11
case of St. Jude Nursing Center, Inc., filed a report on the status
of the quality of patient care covering September 19, 2019, through
September 27, 2019, and based on a site visit and discussions with
Martha Little, the Director of Social Work and representatives of
the State of Michigan.
By September 30, 2019, the Debtor will have only seven remaining
residents.
The facility is still financially managed by Mission Point
Management Services, LLC and the transitioning of the patients is
being managed by the Debtor's administrative staff, the State of
Michigan in various capacities, and Brad Mali.
The Debtor continues to follow the voluntary closure plan. As
stated above the Debtor only has seven remaining residents. The
placing of these remaining residents is more challenging due to the
unique circumstances of each resident. For example, one of the
residents has already been moved to six different facilities. The
State of Michigan long-term care ombudsman would like to transition
this resident to a facility which will be able to accommodate the
resident for her remaining years.
Therefore, the Administrator confirmed that the Debtor continues to
be compliant with all state and federal regulations regarding
staffing. However, the Debtor is maintaining only the services
necessary for the remaining residents and delivering similar
quality care to a substantially reduced patient population.
Monitoring will continue until all of the residents have been
placed with new facilities, complete medical records have been
delivered to the resident's new facility, and all of the trust fund
dollars have been paid to the residents.
A full-text copy of the PCO Report is available at
https://tinyurl.com/y3ww4jkn from PacerMonitor.com at no charge.
About St. Jude Nursing
St. Jude Nursing Center is a privately owned and licensed long-term
skilled nursing facility located at 34350 Ann Arbor Trail, Livonia,
Michigan 48150. The Facility consists of 64 licensed beds, located
within the Debtor-owned facility. The Facility offers services
such as skilled nursing care, hospice care, Alzheimer's and
dementia patient care, physical rehabilitation, tracheal and
enteral services, wound care, and short-term respite care. The
Company previously sought bankruptcy protection on Feb. 18, 2016
(Bankr. E.D. Mich. Case No. 16-42116) and Feb. 22, 2012 (Bankr.
E.D. Mich. Case No. 12-43956).
St. Jude Nursing Center, Inc., filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 18-54906) on Nov. 2, 2018, and is represented
by Jeffrey S. Grasl, Esq., in Farmington Hills, Michigan. In the
petition signed by Bradley Mali, president, the Debtor estimated
$500,000 to $1 million in assets, and $1 million to $10 million in
liabilities as of the bankruptcy filing.
STRONGHOLD INSURANCE: Ch. 15 Recognition Hearing Set for Oct. 23
----------------------------------------------------------------
The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York will hold hearing on Oct. 23, 2019,
at 11:00 p.m. (Prevailing Eastern Time) at One Bowling Green, New
York, New York 10004, to consider approval of Stronghold Insurance
Company Limited's petition for recognition of the foreign
proceeding as a foreign main proceeding under Chapter 15 of the
Bankruptcy Code. Objections to the approval, if any, must be filed
no later than 4:00 p.m. (Prevailing Eastern Time) on Oct. 18,
2019.
Copies of the petition and certain pleadings filed are available at
https://ecf.nysb.uscourts.gov or (b) emailing or calling William
Reily at william.reily@cliffordchance.com and +1 212 878 3112.
Incorporated in 1962, Stronghold Insurance Company Limited is
authorized by the Prudential Regulation Authority and regulated by
the Prudential Regulation Authority and the Financial Conduct
Authority, reference number 202552.
The Company filed for Chapter 15 protection (Bankr. S.D.N.Y. Case
No. 19-13096) on Sept. 27. 2019. Dan Yoram Schwarzmann, Esq., as
foreign representative, signed the petition. The Hon. Michael E.
Wiles oversees the U.S. case. Jennifer C. DeMarco, Esq., and Sarah
N. Campbell, Esq., of Clifford Chance US LLP, serve as U.S.
counsel.
SUZANNE FERRY: $899K Sale of St. Pete Beach Property Approved
-------------------------------------------------------------
Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Suzanne Ferry's sale of the real
property located at 600 Corey Avenue North, St. Pete Beach,
Florida, Parcel ID #36-31-15-77994-057-0130, to Adam Kestenbaum
and/or assigns for $899,000.
A hearing on the Motion was held on Sept. 30, 2019.
The liens of any secured creditors will attach to the proceeds from
the sale.
The Debtor is authorized to pay all broker's fees, liens, and all
ordinary and necessary closing expenses normally attributed to a
seller of real estate at closing.
The 14-day stay required under Bankruptcy Rule 6004(h) will be
waived.
The Debtor must provide a copy of the closing statement on the sale
of the property to the office of the United States Trustee within
five days of the closing date.
The Debtor's case will be administratively closed upon the entry of
the Order.
Counsel for the Debtor:
Buddy D. Ford, Esq.
Jonathan A. Semach, Esq.
Heather M. Reel, Esq.
BUDDY D. FORD, P.A.,
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Telephone: (813) 877-4669
E-mail: All@tampaesq.com
Buddy@tampaesq.com
Jonathan@tampaesq.com
Heather@tampaesq.com
Suzanne Ferry sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 11-01854) on Feb. 1, 2011.
THINK FINANCE: Court Approves Disclosure Statement
--------------------------------------------------
Think Finance, LLC, et al., won court approval of their Disclosure
Statement and are now slated to seek confirmation of their Chapter
11 Plan on Nov. 6, 2019.
All ballots are due Oct. 30, 2019, at 5:00 p.m. (prevailing Eastern
Time).
Any objection, comment or response to confirmation of the Plan must
be filed and served on or before Oct. 30, 2019, at 5:00 p.m.
(prevailing Central Time).
A hearing will be held on Nov. 6, 2019, at 9:00 a.m. (prevailing
Central Time), at the United States Bankruptcy Court for the
Northern District of Texas, 1100 Commerce Street, 14th Floor,
Courtroom #3, Dallas, TX 75242 to consider confirmation of the
Plan.
A copy of the Disclosure Statement Order is available at
https://is.gd/WCW62O
A copy of the Disclosure Statement dated August 2, 2019 is
available at https://tinyurl.com/y2azqzpm from Pacermonitor.com at
no charge.
About Think Finance
Think Finance, Inc. -- https://www.thinkfinance.com/ -- is a
provider of software technology, analytics, and marketing services
to financial clients in the consumer lending industry. Think
Finance offers an end-to-end, professionally managed online lending
program. The company's customized services allow clients to
create, develop, launch and manage their loan portfolio while
effectively serving customers. For over 15 years, the company has
helped its clients originate more than 2 million loans enabling
them to put more than $4 billion in credit on the street.
Think Finance, LLC, along with six affiliates, sought Chapter 11
protection (Bankr. N.D. Tex. Lead Case No. 17-33964) on Oct. 23,
2017. Think Finance estimated assets of $100 million to $500
million and debt of $10 million to $50 million.
The Hon. Harlin DeWayne Hale is the case judge.
The Debtors tapped Hunton & Williams LLP as counsel; Alvarez &
Marsal North America, LLC as financial advisor; and American Legal
Claims Services, LLC, as claims and noticing agent.
On Nov. 2, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Cole Schotz P.C. is the
Committee's bankruptcy counsel.
TIGER OAK MEDIA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tiger Oak Media, Incorporated
900 South 3rd Street
Minneapolis, MN 55415-1209
Business Description: Tiger Oak Media, Incorporated is a regional
and national publisher of books, magazines,
media and events that appeal to targeted
audiences.
Chapter 11 Petition Date: October 7, 2019
Court: United States Bankruptcy Court
District of Minnesota (Minneapolis)
Case No.: 19-43029
Judge: Hon. Michael E. Ridgway
Debtor's Counsel: Steven B. Nosek, Esq.
STEVEN B. NOSEK, P.A.
2855 Anthony Ln S, Ste 201
St Anthony, MN 55418
Tel: 612-335-9171
E-mail: snosek@noseklawfirm.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Craig Bednar, chief executive officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/mnb19-43029.pdf
TOWNSQUARE MEDIA: Moody's Affirms B2 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed Townsquare Media, Inc.'s B2
corporate family rating and B2-PD probability of default rating.
Moody's also affirmed the Ba2 senior secured debt and B3 senior
unsecured notes ratings. The Speculative Grade Liquidly Rating is
maintained at SGL-2. The outlook remains stable.
Affirmations:
Issuer: Townsquare Media, Inc.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured Term Loan, Affirmed Ba2 (LGD2)
Senior Secured Revolving Credit Facility, Affirmed Ba2 (LGD2)
Senior Unsecured Notes, Affirmed B3 (LGD5)
Outlook Actions:
Issuer: Townsquare Media, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
The B2 CFR reflects Townsquare's high but improved leverage (5.6x
as of Q2 2019, excluding Moody's standard lease adjustments), which
has benefited from stronger performance over the past several
quarters. Townsquare faces secular pressures in the radio industry
and cyclical radio advertising demand which could materially impact
leverage levels over time. The relatively high leverage level
reduces the financial cushion given exposure to economic cycles and
heightened competition for ad dollars and listeners. However,
Moody's expects Townsquare to remain focused on reducing leverage
and will pursue a relatively conservative financial strategy with a
portion of free cash flow used for debt repayment.
Townsquare benefits from its leading position in its markets as
well as its growing digital marketing solutions (Townsquare
Interactive) and digital programmatic advertising platform
(Townsquare Ignite). Management is focused on growing local
advertising revenue in small to mid-sized markets and increasing
revenue diversification with its digital product offerings in
addition to improving the profitability of its live events
business. Townsquare operates in smaller size markets where
competition is limited as most radio broadcasters choose to focus
primarily in larger sized markets. Following the sale and
discontinuation of certain live events during 2018, Moody's expects
Townsquare may consider additional radio acquisitions going
forward.
Townsquare's liquidity is good with full availability of the $50
million revolver facility due April 2022 plus $63 million of
balance sheet cash as of June 30, 2019 and an expected free cash
flow-to-debt ratio in the mid-single digit range in 2020. The
company generated $12 million in free cash flow during the last
twelve months ending June 30, 2019 (defined as net cash provided by
operating activities minus capex and dividends) after cash interest
expense of $34 million, capex of $18 million, and a recurring
dividend of about $2.1 million a quarter. Management does not
expect to be a full taxpayer until 2026 given $189 million of
federal NOL's as of December 2018.
There are no financial maintenance covenants for the term loan B.
The revolver has a 3.75x maximum 1st lien leverage ratio (as
defined) with no step downs and is applicable only when revolver
advances exceed 30% of total commitments. Moody's expects
Townsquare to maintain a significant EBITDA cushion to the
covenant. Alternate sources of liquidity (such as proceeds from
sale of broadcast towers and radio stations) are limited as the
company is required to repay secured debt within a reinvestment
window of 365 days.
The stable outlook reflects Moody's view that growth in digital
services will be offset by lower political advertising revenue in a
non- election year during the second half of 2019 which is
projected to lead to a modest increase in leverage levels absent
additional debt repayment. Continued digital growth and improved
political advertising next year are expected to lead to low to mid
single digit EBITDA growth, resulting in leverage in the mid 5x
range by the end of 2020, absent additional acquisitions. If a
portion of the company's cash balance and free cash flow are
directed to debt repayment, leverage could decline to the 5x range
by the end of 2020.
The ratings could be upgraded if Townsquare's debt-to-EBITDA is
sustained below 4.25x with positive organic growth and free cash
flow-to-debt of approximately 10% (as calculated by Moody's). A
good liquidity position would also be required in addition to the
expectation that the financial sponsors would maintain a financial
policy consistent with a higher rating.
Debt ratings could be downgraded if performance were to deteriorate
due to competition or economic weakness that led to debt-to-EBITDA
above 6.0x (as calculated by Moody's). A weakened liquidity
position or elevated concern about Townsquare's ability to remain
in compliance with its financial covenants could also result in a
downgrade.
The principal methodology used in these ratings was Media Industry
published in June 2017.
Townsquare Media, Inc. owns and operates 321 radio stations and
more than 330 related websites in 67 small to mid-sized markets. It
also operates two digital services (Townsquare Interactive and
Townsquare Ignite). Headquartered in Purchase, NY and founded in
2010, the company represents an acquisition roll up by new
management of small to mid-sized market stations. Townsquare is
publicly traded and the largest shareholders are prior debt holders
including Oaktree Capital Management, L.P. as the controlling
shareholder with majority voting power. Net revenue for the last
twelve months ended June 30, 2019 totaled $444 million.
USA COMPRESSION: Fitch Affirms BB- LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings affirmed the Long-Term Issuer Default Rating of USA
Compression Partners, LP at 'BB-' and the senior unsecured ratings
of USAC and co-issuer USA Compression Finance Corp.'s senior
unsecured notes at 'BB-'/'RR4'. Additionally, Fitch has affirmed
USAC's senior secured rating on USAC's secured asset-based
revolving credit facility at 'BB+'/'RR1.' The Rating Outlook is
Stable.
USAC's ratings are reflective of the company's size, scale,
customer and geographic diversity, and expected cash flow
stability. USAC's operations are supported by primarily fixed-fee,
take-or-pay contracts with little direct volumetric and commodity
price-based risks and high utilization averages, positioning USAC
well to execute in the short term. The ratings recognize that in
addition to relatively high leverage, following last year's
acquisition of CDM Resource Management LLC and CDM Environmental &
Technical Services LLC (collectively CDM), USAC is exposed to
relatively short average contract length, a high degree of
competition in the compression services market and the threat of
disintermediation of its services by upstream or other midstream
operators.
KEY RATING DRIVERS
Relatively Stable Cash Flows: USAC's contracts are 100% fixed-fee,
take-or-pay contracts with no volumetric or commodity price-based
revenue. USAC has a strong 10-year track record of horsepower
utilization, for the year ended Dec. 31, 2018, utilization averaged
88%. Utilization percentage has increased YTD with USAC averaging
roughly 94% utilization for the 2Q 2019. Fitch believes that USAC's
focus on larger horsepower, midstream focused compression
applications like regional gathering, gas processing plant
compression and central gathering with unit specific contracts
(over 5,000) provides it some competitive advantages and high
barriers to exit for some customers, making USAC's services hard or
costly to replace. Average contract length is relatively short, but
USAC has a good history with customer renewal and with long-term
relationships with many of their customers. Fitch believes these
factors should contribute to relatively stable earnings and cash
flow for USAC in the near to intermediate term.
Moderating Leverage: Leverage has been high but it is improving.
USAC ended 2018 with leverage (total debt inclusive of 50% debt
treatment to its preferred equity divided by company reported
adjusted EBITDA) of over 6.0x. Fitch anticipates 2019 leverage to
moderate slightly between 5.2x to 5.5x, given the same debt
adjustments for preferred equity, on a sustained basis, which is
relatively high for a midstream master limited partnership,
particularly in a fragmented market such as gas compression
services with significant competition. Somewhat offsetting leverage
concerns is that distribution coverage for 2018 was strong with
USAC ending the year at 1.25x and is expected to remain strong over
the next several years.
Highly Competitive Market: With producers and midstream customers
expected to be very much focused on returns going forward, Fitch
expects the already competitive compression services market to be
increasingly competitive. Fitch expects high competition throughout
the midstream value chain, which could pressure profitability at
service providers like USAC. Fitch notes, however, that USAC does
not focus on gas wellhead compression, which tends to be smaller
compression - and the most competitive area of the compression
services subsector given its low barriers of entry. USAC's focus on
large horsepower generally provides longer term contracts and
higher barriers of exit. Compression is generally "must run" type
assets critical to the transportation of natural gas and large,
higher horsepower compression once in place is costly to replicate
or replace. Larger compression units require longer lead times to
be acquired from engine manufacturers, providing a slightly higher
barrier to entry.
Increased Size and Scale: The acquisition of CDM in 2018 has helped
USAC almost double its horsepower (HP) and provides complementary
geographic and customer diversity with limited overlap. USAC should
be able to compete more economically and effectively with greater
scale. CDM has a similar focus on larger HP applications of newer
vintage and a similar focus on customer service. CDM's idle
horsepower should provide USAC some opportunity to more efficiently
deploy idle assets with minimal capital investment into a market
where compression capacity is needed.
Favorable Geographic Diversity: USAC operates across the U.S. in
various shale plays, including the Marcellus, Eagle Ford, Utica,
Mississippi Lime, Granite Wash, Woodford, Barnett, Permian Basin,
Haynesville and Fayetteville shales. With recent developments in
horizontal drilling and hydraulic fracturing, the demand for
compression has been growing. Due to the limited supply and the
growing need for compression, management believes, as a larger
entity with large horsepower to offer customers, it can grow
significantly if supported by production growth. While not directly
exposed to commodity prices, USAC's performance is positively
correlated with production growth, and Fitch continues to expect
U.S. production growth in the near to intermediate term.
Sponsor Relationship: USAC's ratings are largely reflective of its
stand-alone credit profile with no express linkage to its ultimate
sponsor and general partner Energy Transfer LP (ET; BBB-/Stable).
USAC's ratings do consider its relationship with ET as being
generally favorable. ET, through its subsidiary Energy Transfer
Operating, L.P. (ETO; BBB-/Stable), owns a significant amount of
USAC's outstanding limited partnership units and is expected at
some point in the future to potentially exit some of its position
in USAC. Fitch notes that ET/ETO has generally been a supportive
sponsor and general partner to other operating partnerships,
particularly in providing an option for financing or a potential
lever for retaining near-term cash through distribution waivers
provided by its sponsor or affiliate partnerships.
DERIVATION SUMMARY
USAC's ratings are reflective of its high expected leverage,
relative to other 'BB' category rated midstream-focused service
providers. USAC cash flow is expected to be stable, supported by
fixed-fee based contracts, with a fairly diverse set of
counterparties. USAC's contract tenor is relatively short compared
with other midstream peers, with roughly 36% of revenue tied to
compression services provided on a month-to-month basis to
customers continuing to utilize USAC's services following
expiration of the primary term of their contracts. Fitch notes that
USAC has a good history of customer retention and has long-term
relationships with all its largest customers. Nevertheless, the
shorter tenor contracts compare less favorably with more highly
rated natural gas pipeline and other midstream services names, but
should provide cash flow stability in the near term. Leverage at
USAC is high relative to 'BB' rated affiliate partnership Sunoco,
LP, which is expected to have 2019 leverage in the 4.5x to 5.0x
range. USAC leverage is also relatively high compared to Fitch's
expectations for 'BB' rated Amerigas Partners, LP for which Fitch
expects 2019 leverage of 4.5x to 5.0x, but drop closer to 4.2x to
4.5x in 2020 and beyond.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Growth capital spend moderating in 2020, 2021 versus 2019;
Maintenance capital spending of between $25 million and
$35 million annually.
-- Distribution growth targeted at maintaining 1.1x distribution
coverage.
-- No equity issuances for balance of forecast, any cash needs
funded by revolver borrowings.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Lower leverage (total debt/adjusted EBITDA) on a sustained
basis below 5.0x.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Leverage (total debt to EBITDA), above 5.5x in 2019 and
beyond on a sustained basis, inclusive of preferred equity
receiving 50% debt treatment;
-- Distribution coverage below 1.0x on a sustained basis.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Adequate: Fitch considers USAC's liquidity to be adequate
and remain so over the near to intermediate term. USAC currently
has a $1.6 billion revolving credit facility that matures in April
2023. USAC has the option to increase the amount of total
commitments under the revolving credit facility by $400 million,
subject to receipt of lender commitments and satisfaction of other
conditions. As of June 30, 2019, USAC had outstanding borrowings of
$363.4 million with borrowing base availability (based on USAC's
borrowing base) of $1.2 billion and available borrowing capacity of
$438.9 million. Financial covenants permit a maximum funded debt to
EBITDA ratio of 5.5x through Dec. 31, 2019, and 5.0x thereafter and
a minimum EBITDA to interest coverage ratio of 2.5x. USAC was in
compliance with its covenants as of June 30, 2019 and Fitch expects
continued compliance. Maturities are limited with the nearest term
maturity for USAC being the 2023 revolving credit facility.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch has applied 50% debt credit to USAC's preferred equity units.
VALSPAR CORP: Egan-Jones Withdraws B Local Curr. Unsec. Rating
--------------------------------------------------------------
Egan-Jones Ratings Company, on September 30, 2019, withdrew its "B"
local currency senior unsecured rating and local currency
commercial paper rating on debt issued by The Valspar Corporation.
The Valspar Corporation is a manufacturer of paint and coatings
based in Minneapolis, Minnesota, U.S. With over 11,000 employees in
25 countries and a company history that spanned two centuries, it
was the sixth largest paint and coating corporation in the world.
VIPER ENERGY: Fitch Assigns BB- LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings assigned first-time 'BB-' Long-Term Issuer Default
Ratings to Viper Energy Partners LP and Viper Energy Partners LLC.
Fitch also assigned a 'BB+'/'RR1' rating to the senior secured
revolving credit facility at Viper Energy Partners LLC and a
'BB-'/'RR4' rating to the senior unsecured notes at Viper Energy
Partners LP. The Rating Outlook is Stable.
Viper's ratings reflect its non-operated status, which Fitch
believes is mitigated by its strategic relationship with
Diamondback Energy, Inc. (BBB-/Stable), providing unique visibility
into development plans, and the company's differentiated third
party strategy. Other supporting factors include Viper's organic
growth opportunities, best in class cost structure, substantial
positive FCF, before distributions, and strong credit metrics.
Offsetting factors include the company's relatively small asset
base (production, reserves and net royalty acres), compared to
other Permian E&Ps, long-term M&A funding risk, its variable payout
MLP structure which retains limited liquidity, volume risk from the
non-operated part of the portfolio, and potential dilution of
Diamondback's ownership in Viper in the future due to third party
expansion opportunities, which could weaken the linkage to the
parent.
KEY RATING DRIVERS
Unique Asset Base: Viper's asset base is unique relative to
growth-oriented independent E&Ps; the company is the leading
consolidator of royalty mineral ownership across the Permian.
Viper's net royalty acreage is highly contiguous and largely
undeveloped (greater than 25% in the Midland, greater than 15% in
the Delaware). Given the royalty structure, the asset requires no
operating expenses and provides organic growth opportunities
without capital costs, resulting in higher margin than operator
peers in the Permian. Under its base case assumptions, Fitch
expects Viper to generate at least $270 million of FCF before
distributions annually, driven by operating margins above 90% and
no capex.
Shared Economic Interest: Fitch believes Viper's relationship with
Diamondback, one of the lowest cost and most capital efficient
Permian operators reduces production uncertainty due to Viper's
visibility into Diamondback's development program. Fitch believes
the relationship effectively provides a production floor, while the
higher royalty interest in Diamondback, relative to third-party,
wells gives additional cash flow support. The royalty structure, as
well as Diamonback's Viper ownership interest, incentivizes
development of Viper inventory due to the overall higher well
economics versus wells excluding Viper's NRIs.
Core Third Party Operator Focus: While Viper has strong insight
into its parent volumes and drilling plans, there is considerably
less certainty around volumes for the non-operated portion of
mineral interests. Continued consolidation could lead to higher
exposure to third-party volumes in the long-term. Viper has
prioritized mineral interests on acreage that is highly contiguous
and core to operators, supportive of larger pads and longer
laterals (less than 1.5 miles) in 'tier 1' counties. Fitch views
Viper's non-Diamondback acreage strategy favorably given its focus
on core Permian acreage but recognizes that third party drilling &
completion activity and well economics are not only driven by
geological characteristics.
Equity-Weighted M&A, 2.0x Leverage Target: Viper has conservatively
funded its M&A activity (over 400 acquisitions for total proceeds
of approximately $2.5 billion) through $1.9 billion of equity
offerings and $600 million of debt, since its IPO in 2014. Fitch
believes Viper will continue to fund M&A through revolver
borrowings, particularly for smaller acquisitions, and equity
issuances to deepen its inventory and strengthen its production
profile. Continued equity offerings will likely reduce
Diamondback's ownership stake, in the long-term, weakening linkage
to its parent. The company's target leverage is less than 2.0x on a
consolidated and deconsolidated basis.
Non-Traditional Royalty MLP: Viper's profile as a variable pay out
MLP introduces complexity and results in limited structural
liquidity when compared to traditional E&Ps, given the company is
expected to pay out nearly all of its cash as distributions. This
lack of retained liquidity is partly mitigated by the company's
above average FFO margins (86% forecast for 2019) and the ability
to cut distributions in the event of a downturn; however, cuts in
distributions could unfavorably impact the company's share price,
which could have knock-on negative implications for future M&A
growth and funding. Viper's revolver is primarily used for
acquisitions.
Uplift from Linkage with Parent: Under its PSL criteria, Fitch has
notched Viper's IDR up +1 due to the moderate linkage between the
higher rated parent, Diamondback, and its subsidiary, Viper. The
moderate linkage reflects the lack of strong legal ties (debt
guarantees, cross defaults) but the significant current operational
and strategic ties between the two entities.
DERIVATION SUMMARY
Viper is an independent E&P focused on owning the mineral interests
of the liquids-oriented Delaware and Midland basins with
second-quarter net production of 26.0 mboe/d, pro forma. Production
size, as of June 30, 2019, due to the nature of the royalties
business, is substantially smaller than its 'BB' category E&P
peers, Murphy Oil Corporation (BB+/Stable), Endeavor Energy
Resources, L.P. (BB/Positive), WPX Energy, Inc. (BB/Stable) and
Vermilion Energy Inc. (BB-/Stable), all of whom produce at least
100 mboe/d.
As a minerals owner, Viper has minimal operating costs and resulted
in a Fitch calculated unhedged cash netback of $35.1/boe (89%
margin). Murphy benefits from high realized prices due to the
company's exposure to Brent pricing and had the second highest
unhedged cash netback of $31.6/boe of the peer group, while Permian
operators Concho Resources, Inc. (BBB/Stable) and Diamondback
Energy, Inc. (BBB-/Stable) have Fitch-calculated unhedged netbacks
of $24.7/boe and $25.8/boe, respectively.
Viper's high unhedged cash netbacks and no capital expenditures
result in a best in class FFO margin albeit at a much smaller
amount. However, Viper's MLP-linked distributions result in a
relatively neutral FCF profile compared to forecasted positive FCF
profiles across much of the E&P peer group. This capital allocation
structure moderates financial flexibility and material payout
changes may impact the share price, which could have knock-on
negative implications for future M&A growth and funding.
At June 30, 2019, Viper's debt/flowing bbl of $10,843 was below
higher rated Permian-focused E&P peers Diamondback ($15,997/bbl),
Concho ($13,378/bbl) and WPX ($13,656). Fitch expects YE 19's
debt/flowing bbl to be relatively high for the peer group at
$23,514/bbl due to the timing of the acquisitions' impact on full
year production. On a debt/EBITDA basis, Fitch expects Viper's
leverage to be 1.7x at YE 19, in line with the 'BB' category and
Permian-focused E&P peer group, which Fitch forecasts to range from
1.4x-1.7x.
KEY ASSUMPTIONS
- WTI oil prices of $57.50/bbl in 2019 and 2020, and $55.00/bbl
thereafter;
- Henry Hub natural gas prices of $2.75/mcf in 2019 and
thereafter;
- Robust double digit production growth in 2019 and 2020,
followed by mid-to-high single digit growth thereafter;
- Revolver paid down in full in 2022;
- FCF after distributions of $0 million in 2019, 2020, and 2021;
- $10 million of cash held on the balance sheet.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Increased size and scale evidenced by larger daily production
volumes and/or reduced volumetric risk;
- Mid-cycle debt/EBITDA maintained below 2.0x (FFO-adjusted
leverage below 2.0x) on a sustained basis;
- Debt/flowing barrel sustained below $20,000/bbl.
Leverage sensitivities are consistent with higher-rated peers and
are unlikely to change upon future rating upgrades.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Production trending below 15-20 mboe/d and/or increased
volumetric risk;
- Erosion in Diamondback's credit profile, or material reduction
in parent support for Viper (on an ownership, acreage and/or
production basis);
- Change in financial policy, particularly publicly stated
leverage targets and M&A funding appetite;
- Mid-cycle debt/EBITDA above 3.0x (FFO Adjusted Leverage below
3.0x) on a sustained basis;
- Debt/flowing barrel sustained above $25,000/bbl.
LIQUIDITY AND DEBT STRUCTURE
Clean Debt & Maturity Structure: Viper's debt structure consists of
a senior secured revolver due Nov. 1, 2022 and the new senior
unsecured notes due 2027. Pro forma for the issuance of the new
notes and associated revolver repayment, Viper's liquidity position
is substantially improved. Per the credit agreement, the borrowing
base will be reduced by $25 million for every $100 million of
unsecured debt issued. Fitch expects the borrowing base to be
reduced to $625 million following the transaction, excluding any
impact of the Santa Elena acquisition.
VIPER ENERGY: Moody's Assigns Ba3 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned first time ratings to Viper
Energy Partners LP, including a Ba3 Corporate Family Rating, a
Ba3-PD Probability of Default Rating and a B1 rating to the
company's proposed senior unsecured notes due 2027. Moody's also
assigned an SGL-2 Speculative Grade Liquidity Rating, indicating
good liquidity. The rating outlook is stable.
Assignments:
Issuer: Viper Energy Partners LP
Corporate Family Rating, Assigned Ba3
Probability of Default Rating, Assigned Ba3-PD
Senior Unsecured Notes, Assigned B1 (LGD5)
Speculative Grade Liquidity, Assigned SGL-2
Outlook Actions:
Issuer: Viper Energy Partners LP
Outlook, Assigned Stable
RATINGS RATIONALE
Viper's Ba3 CFR is supported by its strong cash margins and free
cash flow stemming from its mineral and royalty interest ownership
business model that requires no capital expenditures and minimal
operating expenses; oil-weighted asset base in the highly
productive Permian Basin, significant organic growth prospects
across its largely undeveloped acreage, which are operated by
financially strong and well established E&P companies, and a
history of conservative financial policies including low leverage
and significant equity issuances during acquisitions. The CFR also
considers Viper's operating and strategic importance to Diamondback
Energy, Inc. (Ba1 positive), the substantial revenue that comes
from Diamondback operated properties and Moody's expectation of
implied support from Diamondback management's ongoing significant
influence. Diamondback formed Viper in February 2014, controls
Viper through 100% ownership of Viper's general partner and 60%
ownership of Viper's limited partnership (LP) units, and is
expected to remain a key partner. The Ba3 CFR is constrained by
Viper's limited production and cash flow base, short proved
developed (PD) reserve life, non-operating passive interests with
no control over drilling and development decisions, reliance on E&P
operators and periodic acquisitions for production and reserves
replacement, and high distributions that leaves little cash in the
business for reinvestment or acquisitions, requiring frequent
external financing.
Moody's expects Diamondback to retain full control over Viper and
provide strong ongoing support as Viper develops its resources,
makes acquisitions and maintains its production and reserves.
Diamondback operates 52% of Viper's mineral acres pro forma for the
2019 acquisitions, generated 59% of Viper's royalty income in 2018
and provides all of Viper's management services. Although
Diamondback does not have any contractual obligation to drill and
develop Viper's acreage, Diamondback has historically operated
Viper's acreage as a core part of its own growth strategy since
doing so enhances Diamondback's margins and cash flow. Diamondback
is a low-cost and conservatively managed Permian Basin focused E&P
company that has a strong operating and reserve replacement track
record since becoming a publicly traded company in 2012.
Viper's proposed $400 million notes were rated B1, one notch below
the Ba3 CFR, given their unsecured claim to the company's assets as
well as their subordinated position to the secured borrowing base
revolving credit facility in the capital structure. The notes have
an upstream guarantee from Viper Energy Partners LLC, which is the
principal operating subsidiary of Viper and also the issuer of the
revolving credit facility. The notes and the revolver do not have
any guarantee from Diamondback Energy, Inc. (Ba1 positive) or
Viper's general partner - Viper Energy Partners GP LLC (unrated and
wholly-owned by Diamondback).
Viper should have good liquidity through 2020, which is reflected
in the SGL-2 rating. Viper maintains very little cash and
distributes all of its free cash flow in the form of distributions
as required under the partnership agreement. The company had $9
million in cash and $387 million in available capacity under its
borrowing base revolver as of June 30, 2019. However, pro forma for
the note offering and the recent acquisitions, the borrowing base
is likely to be lowered to $625 million resulting in $445 million
of remaining availability. The revolver matures on November 1,
2022. There is ample headroom under the two financial covenants
governing the revolver that should ensure continued access through
2020.
A larger production and PD reserves base that augments the
durability of the portfolio along with continued low leverage and
capital efficiency will be the primary driver for a future rating
increase. The CFR could be upgraded if the company grows production
above 75,000 boe/d, sustains debt/PD reserves below $7/boe,
maintains the leveraged-full cycle ratio above 2x, and covers cash
distributions with free cash flow consistently. A downgrade is most
likely to occur from a material increase in financial leverage, a
persistent decline in production and reserves, or Diamondback
reducing its ownership to a non-controlling interest level. The CFR
could be downgraded if production falls below 20,000 boe/d, the
debt/PD reserves rises above $10/boe, or the company significantly
debt funds distributions or acquisitions.
Viper Energy Partners LP is Midland, Texas based and Delaware
incorporated publicly traded partnership that is engaged in owning,
acquiring and exploiting oil and natural gas properties in the
Permian Basin and the Eagle Ford Shale.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
VIPER ENERGY: S&P Assigns BB+ ICR; Outlook Positive
---------------------------------------------------
S&P Global Ratings assigned its 'BB+' issuer credit rating to Viper
Energy Partners L.P., a majority owned subsidiary of Diamondback
Energy Inc.
At the same time, S&P assigned its 'BB+' issue-level rating and '3'
recovery rating to the $400 million senior unsecured notes due 2027
proposed by Viper to refinance outstanding borrowings under its
existing credit facility.
S&P's rating on Viper, which the rating agency views as a core
subsidiary of Diamondback, reflects the credit profile of its
parent company. Diamondback owns a 100% general partner interest in
Viper and, on a pro forma basis, S&P expects the company will own
approximately 58% of the limited partnership. Viper owns perpetual
mineral interests and overriding royalty interests in the Permian
Basin, including more than 23,500 net royalty acres that are 51%
operated by Diamondback. Its third-party operators mostly consist
of large, high-quality producers. Viper earns royalties with no
direct operating or capital expenditure, which provides it with
advantaged unit economics. Pro forma for its announced
acquisitions, Viper was attributed 26,000 barrels of oil equivalent
per day (Boe/d) of net production in the second quarter of 2019 and
held proved reserves of roughly 63 million Boe as of the end of
2018.
The positive outlook reflects S&P's expectations that Diamondback
will maintain a conservative financial policy while continuing to
develop its oil-rich Permian assets over the next two years and
working on integrating its recent acquisitions. S&P forecasts
Diamondback to maintain FFO to debt of at least 60% over the same
period.
"We may consider raising our rating on Viper if Diamondback
continues to successfully integrate its recent acquisitions and
improves its percentage of proved developed reserves while
sustaining a financial policy consistent with investment-grade
operators. The company would also need to maintain at least
adequate liquidity and moderate credit measures while continuing to
increase its production to levels comparable with higher-rated
peers," S&P said.
"We could lower the rating if a period of lower commodity prices
leads to a decline in profitability or if management pursues a more
aggressive spending plan, resulting in weaker credit measures,
including FFO to debt below 60% on an ongoing basis," S&P said.
WELDED CONSTRUCTION: Exclusivity Period Extended Until Dec. 16
--------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware extended the period during which only Welded Construction,
LP and Welded Construction Michigan, LLC can file a Chapter 11 plan
to Dec. 16 and the period to solicit acceptances for the plan to
Feb. 18, 2020.
The extension of the exclusive periods will allow the companies to
finalize the terms of a plan while continuing to devote the
necessary resources towards preserving and maximizing the value of
their estates.
Since the petition date, the companies have obtained approval to
enter into agreements with customers to fund ongoing construction
projects and related costs as well as to satisfy claims of
subcontractors. With this relief, the companies have focused their
efforts on completing the projects, negotiating and completing
hundreds of creditor claim settlements, satisfying certain related
obligations, and resolving a number of related disputes and
issues.
The companies have also obtained approval for and closed the sale,
retired their debtor-in-possession facility, and have worked with
the creditors' committee and interested parties to determine the
appropriate manner in which to wind down their bankruptcy cases and
monetize the value of their remaining assets.
About Welded Construction
Perrysburg, Ohio-based Welded Construction, L.P, is a mainline
pipeline construction contractor capable of executing pipeline
construction projects in lengths ranging from a few hundred feet to
over 200 miles.
Welded Construction, L.P., and Welded Construction Michigan, LLC,
sought bankruptcy protection on Oct. 22, 2018 (Bankr. D. Del. Lead
Case No. Case No. 18-12378). The jointly administered cases are
pending before Judge Kevin Gross.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as counsel;
and Kurtzman Carson Consultants LLC as claims and noticing agent
and administrative advisor. The Debtors also tapped Zolfo Cooper
Management, LLC and the firm's managing director Frank Pometti who
will serve as their chief restructuring officer.
An official committee of unsecured creditors was appointed on Oct.
30, 2018.
WESTBANK CONSTRUCTION: Case Summary & 17 Unsecured Creditors
------------------------------------------------------------
Debtor: WestBank Construction, Inc.
PO Box 4799
Jackson, WY 83001
Business Description: WestBank Construction Inc. primarily
operates in the single-family housing
construction business. The Company
specializes in bathroom remodeling, kitchen
remodeling, basement remodeling, home
building, and additions work.
Chapter 11 Petition Date: October 7, 2019
Court: United States Bankruptcy Court
District of Wyoming (Cheyenne)
Case No.: 19-20652
Judge: Hon. Cathleen D. Parker
Debtor's Counsel: George L. Arnold, Esq.
ARNOLD LAW OFFICES, PLLC
20 Yellow Creek Road, #101
Evanston, WY 82930
Tel: 307-789-7887
Fax: 307-789-2451
E-mail: WyoBk@arnoldlawoffices.com
garnold@arnoldlawoffices.com
Total Assets: $201,286
Total Liabilities: $3,523,729
The petition was signed by Randell S. Mayers, president.
A copy of the Debtor's list of 17 unsecured creditors is available
for free at:
http://bankrupt.com/misc/wyb19-20652_Creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/wyb19-20652.pdf
WHITEWATER/EVERGREEN: Court Approves Disclosure Statement
---------------------------------------------------------
Whitewater/Evergreen Operations, LLC, and its affiliated debtors
have won approval of the disclosure statement in support of their
Amended Joint Plan of Reorganization.
Judge Kimberley H. Tyson ordered that a hearing to consider
consideration of confirmation of the Plan and such objections is
set for Monday, Nov. 18, 2019, at 9:30 a.m. at the United States
Bankruptcy Court for the District of Colorado, Courtroom D, U.S.
Custom House, 721 19th Street, Denver, Colorado.
Objections to confirmation of the Plan are due Nov. 4, 2019.
Ballots accepting or rejecting the Plan are also due Nov. 4 and
must be submitted to the Debtors' counsel.
Lee M. Kutner
KUTNER BRINEN, P.C.
1660 Lincoln St., Suite 1850
Denver, CO 80264
About Whitewater/Evergreen Operations
Whitewater/Evergreen Operations, LLC owns 50% interest in Fowlerton
Salt Water Disposal Well. EFSWD 1 has 43% ownership interest in
Cheapside Salt Water Disposal Well. SWD, LLC has 37% ownership
interest in EFSWD 1.
Whitewater/Evergreen Operations, LLC, (Bankr. D. Colo. Case No.
18-14535), SWD, LLC, (Bankr. D. Colo. Case No. 18-14537) and EFSWD
1, LLC (Bankr. D. Colo. Case No. 18-14542) filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code on
May 24, 2018. Another affiliate, PH Grinders, LLC, filed for
Chapter 11 (Case No. 18-14696) on May 30, 2018. The petitions were
signed by Ben R. Doud, as their manager.
The proceedings are jointly administered under
Whitewater/Evergreen's case. The cases are assigned to the Hon.
Kimberley H. Tyson.
Whitewater/Evergreen Operations disclosed $8 million in assets
against $11.6 million in liabilities as of the bankruptcy filing.
Lee M. Kutner, Esq., at Kutner Brinen, P.C., serves as the Debtors'
counsel.
WOODARD EVENTS: Unsecureds to Recover 10 Cents on Dollar
--------------------------------------------------------
Woodard Events, LLC, is proposing a reorganization plan that
proposes to pay non-priority unsecured creditors monthly pro rata
distributions until they receive 10 cents on the dollar.
According to the Disclosure Statement filed Sept. 30, 2019, the
Plan provides that:
* Claim of PSAV (Class 1) is impaired. Debtor owes PSAV $571,
151.79 for services provided but unpaid for as of the Petition
Date. Accordingly, PSAV's claim shall be bifurcated into a $101,
110.67 secured claim and a $470, 041.12 general unsecured claim.
In repayment of the $101, 110.67 secured claim, Debtor shall pay
monthly installments of principal and interest in the amount of $2,
002 .11 (derived by amortizing the $101, 110.67 secured claim at 7%
interest over 60 months) beginning on the 1st day of the 1st
calendar month following the Effective Date of the Plan and on the
same day of each consecutive month thereafter until the entire is
paid in full.
* Unsecured claim of former employee Frank Coker (Class 5) is
impaired. Former employee Frank Coker filed a Proof of Claim a
general unsecured claim in the amount of $10, 379. 96. Plan, Debtor
shall $37.00 per month to Frank Coker on the 1st calendar day of
the 1st calendar month the Effective Date of the Plan and on the
like day of each month thereafter until he receives 10% of his
allowed claim amount.
* General Unsecured Claims (Class 6) are impaired. This class
consists of all non—insider persons and entities not otherwise
classified and treated herein holding court allowed general
unsecured claims in the approximate aggregate amount of $2,
804,443.10. Under the Plan, Debtor shall pay a pro rata share of
$10,000 per month to the creditors holding allowed Class 6 claims
beginning on the 1st calendar day of the 1st calendar month
following the Effective Date of the Plan and on the like day of
each month thereafter until each such claimant shall receive 10% of
its respective allowed claim amount.
* Claims of "insiders" of the Debtor (Class 7) are impaired.
This class consists of all insider persons and entities not
otherwise classified and treated herein holding court allowed
insider claims. In this regard, Joe Woodard asserts a claim in the
amount of $94, 100.06. Joe Woodard shall receive no payment on
account of his Class 6 claim under the Plan.
* Equity Security Holder (Class 8) is unimpaired. On the first
day of the first month following the effective date of the Plan,
the Debtor's sole member, Joe Woodard, will transfer $50,000 of
personal funds to the Debtor to be used towards payment of
administrative expense claims, U.S. Trustee's fees and priority tax
claims, with the balance to be applied towards other Plan payments.
In the event that any class of creditors does not vote to accept
the Plan, then all prepetition interests will be cancelled and the
funds paid by Joe Woodard will be deemed to be made in purchase of
100%% of the interest in the Reorganized Debtor.
The Debtor will pay all claims from Debtor' s postpetition income
and from the new value contributed by Joe Woodard.
A full-text copy of the Disclosure Statement dated Sept. 30, 2019,
is available at https://tinyurl.com/yxuykrup from PacerMonitor.com
at no charge.
About Woodard Events
Woodard Events, LLC, provides education, coaching, professional
communities and resources to accounting professionals to equip them
to better manage their practices and to effectively support their
clients. It has 9 employees including Joe Woodard and his wife
Sandra Woodard.
Woodard Events sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 18-53480) on March 1, 2018. At the
time of the filing, the Debtor was estimated to have assets of less
than $500,000 and liabilities of $1,000,001 to $10 million. PAUL
REECE MARR, P.C., is the Debtor's counsel.
WORSHIP CENTER: Seeks to Extend Exclusivity Period to Jan. 31
-------------------------------------------------------------
The Worship Center asks the U.S. Bankruptcy Court for the Eastern
District of Missouri to extend its exclusive time to file a plan by
approximately ninety days to and including Jan. 31 and
correspondingly extend its exclusive time to confirm a plan to and
including April 11.
The Debtor requires an extension of the exclusive periods so that
it can select, document, obtain court approval of, and close any
sale and then arrive at and confirm a plan of reorganization
acceptable to its creditors. The Debtor notes that a sale of the
property is anticipated to result in a 100% payment to secured and
unsecured creditors.
During the course of its case, the Debtor's attention has been
focused on continuing its operations, handling the various legal
matters that have arisen as a result of the Chapter 11 filing, and
marketing its primary real property for sale. The listed real
estate has garnered interest from multiple parties resulting in
showings of the property to interested potential purchasers (six in
the month of August) and two offers ranging in price from $725,000
to $825,000 (both in August).
Though Debtor has yet been unable to finalize a contract to the
extent necessary to seek authority from the Court to sell the real
estate, the interest and offers thus far reveal that the property
is priced properly and continued marketing efforts likely will lead
to a final contract to present to the Court. Additionally, the
Debtor has recommenced efforts to obtain refinancing of the real
property, should such become necessary.
About The Worship Center
The Worship Center sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mo. Case No. 19-41233) on March 4,
2019. The petition was signed by Miah White, president. At the
time of the filing, the Debtor had estimated assets of $1,000,001
to $10 million and liabilities of $1,000,001 to $10 million. The
case has been assigned to Judge Barry S. Schermer. The Debtor
tapped Brian J. LaFlamme, Esq., as its bankruptcy attorney.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of The Worship Center as of March 20, according
to a court docket.
YCO TULSA: PCO Files Initial Report
-----------------------------------
Robert Perugino, patient care ombudsman for YCO Tulsa, Inc., files
an initial report disclosing the following observations:
1. The current patient load includes 800 to 900 youth, while 200
youth receive mental health services in a separate program.
2. Care is provided by 80 to 90 percent clinicians who work from
various offices in Oklahoma.
3. The Debtor has their own internal quality control process
whereby the treatment plan of each clinician providing services to
individual client is reviewed.
4. The quality of treatment is scrutinized.
The Debtor is an outpatient integrated health care company which
provides counseling and treatment to children and families based
upon the initial and review of the pleading by the PCO. However,
Melissa Thorman, the Clinical Director is assigned to investigate
and resolve patient concerns.
A full-text copy of the PCO Report is available at
https://tinyurl.com/y39crzlb from PacerMonitor.com at no charge.
The PCO can be reached at:
Robert Perugino
Attorney at Law
624 S. Denver, Suite 300
Tel. # (918) 855-5674
Facsimile: (918) 209-5920
About YCO Tulsa Inc.
YCO Tulsa, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Okla. Case No. 19-11235) on June 14,
2019. In the petition signed by Robert Lobato, president, the
Debtor estimated assets of less than $50,000 and liabilities of
less than $50,000. The case is assigned to Judge Dana L. Rasure.
Brown Law Firm, P.C., and Riggs, Abney, Neal, Turpen, Orbison &
Lewis serve as the Debtor's legal counsel.
[*] Claims Trading Report for September 2019
--------------------------------------------
More than 250 claims changed hands in the month of September 2019:
No. of
Claims
Debtor Traded
------ ------
Lehman Brothers Holdings Inc. 72
PG&E Corporation 55
1 Global Capital LLC 15
BCause Mining LLC 12
Classic Communities Corporation 9
Firestar Diamond, Inc. and Fantasy, Inc. 9
Tintri, Inc. 7
CS Mining, LLC 6
ALCO Stores, Inc. 5
Diverse Label Printing, LLC 5
Falcon V, L.L.C. 4
Promise Healthcare Group, LLC 4
Mercado's Meat Distribution, Inc. 4
Toys & "R" Us, Inc. 3
Mountain Crane Service, LLC 3
Bristow Group Inc., et al., 3
Sneed Shipbuilding, Inc. 3
Frankie V's Kitchen, LLC 3
Senior NH, LLC 3
Burkhalter Rigging, Inc. 2
Senior Care Centers, LLC 2
Windstream Holdings, Inc. 2
Waste Services, Inc. 2
Aegerion Pharmaceuticals, Inc. 2
Airfasttickets, Inc. 2
Alambres Properties Ltd. 2
Petters Company, Inc. 2
CarrierWeb, LLC 2
Emerge Energy Services LP 2
Heller Ehrman LLP 2
Blackjewel L.L.C. and Cumberland River Coal LLC 1
A'GACI, L.L.C. 1
Arabella Petroleum Company, LLC 1
Sherwin Alumina Company, LLC 1
Fulcrum Exploration, LLC 1
Stearns Holdings, LLC 1
Ditech Holding Corporation 1
Sears Holdings Corporation 1
Westinghouse Electric Company LLC 1
Atlantic 111st LLC 1
Master Plan Capital Improvements LLC 1
X-TREME BULLETS, INC. 1
Aceto Corporation and Rising Pharmaceuticals, Inc. 1
A-1 International, Inc. 1
Performance Direct, Inc. 1
Bitech, Inc. 1
Hamlett Enterprises, Inc. 1
Ocean Star Productions LLC 1
ProHCM Holdings, Inc. 1
Bieberle Enterprises, Inc. 1
Insys Therapeutics, Inc. 1
FTD Companies, Inc. 1
Relay Opco Canada ULC 1
SS Body Armor I, Inc. 1
Blue Earth, Inc. 1
PME Mortgage Fund Inc. 1
Verity Health System of California, Inc. 1
Notable trade claim purchasers for the month of September are:
Banque Pictet & Cie SA
Geneva, Switzerland
Attn: David Aeschlimann
Tel: +41 58 323 2197
Contrarian Funds, LLC
Greenwich, CT
Attn: Alisa Mumola
Tel: (203) 862-8211
Fax: (203) 485-5910
Email: tradeclaimsgroup@contrariancapital.com
CRG Financial LLC
www.crgfinancial.com
Cresskill, NJ
Attn: Allison R. Axenrod
Tel: (201) 266-6988
Email: info@crgfinancial.com
Fair Harbor Capital, LLC
www.fairharborcapital.com
New York, NY
Attn: Frederic Glass
Tel: (212) 967-4035
info@fairharborcapital.com
HSBC Bank plc
London, England
Attn: Stephen Bartlett
Tel: +44 203 359 3333
slt.offline.closing@hsbc.com
Olympus Peak Master Fund LP
New York, NY
Attn: Leah Silverman
Tel: (212) 373-1189
Sencha Funding, LLC
c/o Farallon Capital Management, L.L.C.
San Francisco, CA
Attn: Michael G. Linn
Tel: (415) 421-2132
Email: mlinn@faralloncapital.com
SPCP Group, LLC
Greenwich, CT
Attn: Brian Jarmain
Email: bjarmain@siiverpointcapital.com
cicditadmin@silveiuointcaDital.com
administration@silverpointcapital.com
rbeachery@pryorcashman.com
The Vanguard Group
https://investor.vanguard.com/
Charlotte, NC
Tel: (760)322-2050
VonWin Capital Management, L.P.
https://www.primeshares.com/
New York, NY
Roger Von Spiegel
Tel: (212) 889-1601
info@primeshares.com
*********
Monday's edition of the TCR delivers a list of indicative prices
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