/raid1/www/Hosts/bankrupt/TCR_Public/200124.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, January 24, 2020, Vol. 24, No. 23
Headlines
512 NORTH AVE: Seeks to Hire Neubert Pepe as Legal Counsel
AAC HOLDINGS: Royce & Associates Has 7.3% Stake as of Dec. 31
ACRISURE LLC: Moody's Affirms B3 CFR & Alters Outlook to Stable
ADAMS HOMES: Moody's Rates $225MM Sr. Unsec. Notes 'B3'
ADAMS HOMES: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
ADVISOR GROUP: Fitch Publishes B LongTerm IDR, Outlook Stable
AEGIS TOXICOLOGY: Moody's Lowers CFR to Caa1, Outlook Negative
AFFORDABLE RECOVERY: Case Summary & 20 Largest Unsecured Creditors
AJEM HOSPITALITY: Bankr. Administrator Unable to Appoint Committee
ALBERTSONS COS: S&P Rates New Senior Unsecured Notes 'BB-'
AMERICORE HOLDINGS: Gess Mattingly Represents Penn Med, Calico
AMERILIFE HOLDINGS: S&P Assigns 'B' Long-Term ICR; Outlook Stable
AMERLIFE HOLDINGS: Moody's Assigns B3 CFR, Outlook Stable
ANDRA'S REDEMPTION: Seeks to Hire Maltz Auctions as Broker
APPLE MOVING: Taps Dal Lago Law as Legal Counsel
ARETE HEALTHCARE: Committee Taps Brinkman Portillo as Counsel
ARRO CORP: Adelman & Gettleman Approved as Counsel
ARRO CORP: Committee Retains Conway Mackenzie as Financial Advisor
ARRO CORP: Committee Retains Goldstein & McClintock as Counsel
ARRO CORP: Livingstone Partners Okayed as Investment Bankers
ASPEN CLUB: Taps Ackman-Ziff as Financial Advisor
ASPEN LANDSCAPING: Unsecureds to Recover 67% in 5 Years
BAY TIDE: Voluntary Chapter 11 Case Summary
BLUEMAN LLC: Unsecured Creditors to Recover 25% in Plan
BORDEN DAIRY: Morris, Sidley Represent 5 Unsecured Claimants
BORDEN DAIRY: Russell R. Johnson III Represents Utility Companies
BOSTON EAST BRUNSWICK: Case Summary & 15 Unsecured Creditors
BUFORD ELECTRIC: Feb. 11, 2020 Plan Confirmation Hearing Set
C & F STURM: Unsec. Creditors Projected to Get 100% in Sale Plan
CASTLE INTERMEDIATE: S&P Downgrades ICR to 'B-'; Outlook Stable
CELLA III: Feb. 27 Hearing for Approval of Disclosure Statement
CENTENNIAL HOTEL: Has Final OK to Use Wells Fargo Cash Collateral
CENTENNIAL HOTEL: U.S. Trustee Unable to Appoint Committee
CENTER OF ORLANDO: Order To Show Cause Why PCO Is Not Necessary
CENTURY IOWA MOTELS: U.S. Trustee Unable to Appoint Committee
CHILDREN FIRST: Court Rules Ombudsman Unnecessary
CHIMNEY HILL: Seeks to Hire Friedman, Shenson as Legal Counsel
COOL CONCEPTS: Court Approves Disclosure Statement
COOL HOLDINGS: Common Stock Will be Delisted from Nasdaq
COOL HOLDINGS: GameStop Issues Default Notice on $8.1-Mil. Note
CORAL POINTE: Unsecureds to Get 100% in 36 Months
CORALREEF PRODUCTIONS: Amends Plan & Disclosures
COUNTRY MORNING FARMS: Port Adequate Protection Payment Okayed
DANCEL LLC: Feb. 4, 2020 Disclosure Statement Hearing Set
DESTINY SPRINGS: Goodman Named Ombudsman for Debtor's Patients
DPW HOLDINGS: Bellridge Issues Notice of Default
DURR MECHANICAL: Further Amends Liquidating Plan
EASTERN NIAGARA: US Trustee Ordered to Appoint Ombudsman
EVIO INC: Appoints Anthony Smith as President
EYECARE PARTNERS: Moody's Assigns 'B3' CFR, Outlook Stable
EYECARE PARTNERS: S&P Assigns 'B' ICR; Outlook Stable
FAIRWAY GROUP: Case Summary & 40 Largest Unsecured Creditors
FFBC OPERATIONS: Unsecureds to Recover Up to 5% in Celis Plan
FIRST FLORIDA: Report Doesn't Indicate Patient Care Declining
FISERV INVESTMENT: Moody's Assigns 'B2' CFR, Outlook Stable
FISERV INVESTMENT: S&P Assigns 'B' ICR; Outlook Stable
FORUM ENERGY: Moody's Lowers CFR to B2, Outlook Negative
GABRIEL INVESTMENT: Blue Green Appointed as New Committee Member
GIP III STETSON: S&P Lowers ICR to 'B' on Distribution Cut
GJ SOUTH: Unsecured Creditors to Have 8% Recovery Under Plan
GKS CORPORATION: U.S. Trustee Forms 5-Member Committee
HECLA MINING: Moody's Raises CFR to B3, Outlook Stable
HOLLY ENERGY: S&P Rates New $500MM Senior Unsecured Notes 'BB'
HORIZON GLOBAL: Royce & Associates Has 7.1% Stake as of Dec. 31
ICMFG & ASSOCIATES: Unsecureds Get $25K Quarterly Until 100% Paid
ILLINOIS VALLEY GOLF: Case Summary & 6 Unsecured Creditors
INTEGRITY HOME: Taps Jennis Law Firm as Legal Counsel
IOTA COMMUNICATIONS: Posts $6.8 Million Net Income in 2nd Quarter
ISLET SCIENCES: 2 More Creditors Appointed to Committee
J. ROBERT SCOTT: Has Final Nod to Use Cash Collateral Thru March 31
JERRY LEE HARTLEY: DET Buying Funeral Home for $2.5 Million
JOHNSON'S QUALITY: Seeks to Hire Charles M. Wynn as Legal Counsel
KNOWLTON DEVELOPMENT: Moody's Confirms 'B2' CFR, Outlook Stable
KNOWLTON DEVELOPMENT: S&P Affirms 'B' Issuer Credit Rating
LASALLE GROUP: Feb. 13, 2020 Plan & Disclosures Hearing Set
LASALLE GROUP: To Sell Cinco & Pearland Facilities to Fund Plan
LESLIE'S POOLMART: S&P Alters Outlook to Stable, Affirms 'B' ICR
LIT'L PATCH: Most Billing Issues Resolved, Says PCO 2nd Repor
LONGHORN JUNCTION: In Talks With Rompspen, Seeks to Delay Plan
MANHATTAN COMPANY: Seeks to Hire Davidoff Hutcher as New Counsel
MATTSNOW PROPERTIES: Seeks to Extend Exclusivity Period to March 1
MCDERMOTT INTERNATIONAL: S&P Cuts ICR to 'D' on Restructuring Deal
MEDICAL DIAGNOSTIC: Goodman Named Patient Care Ombudsman
MEDICAL DIAGNOSTIC: OKs to Consumer, Patients Ombudsman
MENDENHALL AUCTION: Administrator Unable to Appoint Committee
MONTE IDILIO: Deadline to File Plan Extended to April 30
MOONLIGHT AUTOMOTIVE: U.S. Trustee Unable to Appoint Committee
MOUNTAIN HOME: Gets Jan. 31 Extension for Amended Plan
MTE HOLDINGS: Gellert Scali Represents TanMar, Topographic
NATIONAL QUARRY: Case Summary & 20 Largest Unsecured Creditors
NEWSCO INTERNATIONAL: Committee Seeks to Hire Renshaw as Counsel
NORTHERN DYNASTY: Completes $4.2 Million Private Placement
OMNICHOICE HEALTH: U.S. Trustee Objects to Disclosure & Plan
ON MARINE: New Asbestos Claimants Committee Member Appointed
PHILADELPHIA ENERGY: Hilco Unit's $240MM Offer Declared Winning Bid
PREMIER ON 5TH: Seeks to Hire Timothy W. Gensmer as Legal Counsel
PROMENADE ON FIFTH: Taps Dal Lago Law as Legal Counsel
QUINCY STREET TOWNHOMES I: Taps Whiteford Taylor as Legal Counsel
REYNOLDS CONSUMER: Moody's Assigns 'Ba1' CFR, Outlook Stable
REYNOLDS CONSUMER: S&P Assigns 'BB' ICR on IPO Plans
REYNOLDS GROUP: S&P Affirms 'B+' Issuer Credit Rating on Spin-Off
RHC LLC: Taps Dal Lago Law as Legal Counsel
RIVERBEND ENVIRONMENTAL: Taps Watkins & Eager as Special Counsel
ROAN HOLDINGS: Amends Memorandum and Articles of Association
ROSEGARDEN HEALTH: May Continue Cash Collateral Use Until Feb. 15
ROVIG MINERALS: Lugenbuhl Wheaton Represents Archrock, 2 Others
RPI INTERMEDIATE: Moody's Assigns Ba1 Rating on Sr. Sec. Term Loan
RUBEN JASSO: Ad Valorem Taxes Cut Unsecureds' Dividend to 37.3%
RYDER CONTRACTING: Angelena Ryder Says Plan Does Not Mention Claim
SARAH AIR: Trustee Selling Aircraft to Eagle Works for $217K
SBA COMMUNICATIONS: S&P Rates New $750MM Sr. Unsecured Notes 'BB-'
SOURCE ENERGY: DBRS Lowers Issuer Rating to CCC(high)
SOUTHERN MISSISSIPPI: Unsecureds Owed $600K to Split $40K in Plan
SPERLING RADIOLOGY: Order on Appointment of Ombudsman Vacated
SPERLING RADIOLOGY: Says Patients' Ombudsman Unnecessary
STEM HOLDINGS: Director Quits to Pursue Other Interests
SUGARFINA INC: Exclusivity Period Extended Until May 5
TAMARACK AEROSPACE: DH Aeronautics to be Paid in Full in 8 Years
TAMARACK AEROSPACE: Feb. 25, 2020 Plan Confirmation Hearing Set
TEMPSTAY INC: U.S. Trustee Unable to Appoint Committee
THREE DOUGH: Seeks to Hire Kelly King as Accountant
TRUDY'S TEXAS: Case Summary & 20 Largest Unsecured Creditors
TRUTH DC 78: Seeks to Hire Ingram Firm as Legal Counsel
VICI PROPERTIES: S&P Rates New $2.5BB Senior Unsecured Notes 'BB'
VIRGINIA TRUE: Exclusivity Period Extended Until Jan. 31
WESCO INTERNATIONAL: S&P Puts 'BB' ICR on CreditWatch Negative
WEST PACE: Bankruptcy Administrator Unable to Appoint Committee
WESTPORT HOLDINGS: Trustee to Modify Plan to Appease Buyer
WILLIAMSON MEMORIAL: Patient Care Ombudsman Appointed
WOK HOLDINGS: Fitch Withdraws B LongTerm IDR Over Insufficient Info
WOMEN'S CENTER FT: Order To Show Cause Why PCO Is Not Necessary
WOMEN'S CENTER H: Order to Show Cause Why PCO Is Not Necessary
WOODCREST ACE: Adds Consolidated Projections to Address Objection
WOODSTOCK REALTY: Wants Until Feb. 14 to File Plan & Disclosures
YIANNIS MEDITERRANEAN: Cash Collateral Use Continued to Feb. 28
YIPPIEKIYAY SYSTEMS: Unsecureds Get 33% of Net Revenue for 3 Years
[^] BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power
*********
512 NORTH AVE: Seeks to Hire Neubert Pepe as Legal Counsel
----------------------------------------------------------
512 North Ave, LLC, seeks approval from the U.S. Bankruptcy Court
for the District of Connecticut to hire Neubert, Pepe & Monteith,
P.C. 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; the negotiation and
documentation of financing agreements and related transactions; the
preparation of a plan of reorganization; and a review of the
validity of liens asserted against its property.
Neubert will charge the Debtor for its legal services on an hourly
basis. The firm received a retainer of $15,000, plus the filing
fee of $1,717.
Douglas Skalka, Esq., principal of Neubert, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
Neubert can be reached through:
Douglas S. Skalka, Esq.
Neubert, Pepe & Monteith, P.C.
195 Church Street, 13th Floor
New Haven, CT 06510
Tel: 203-821-2000
E-mail: dskalka@npmlaw.com
About 512 North Ave
512 North Ave LLC, a privately held company in Rocky Hill, Conn.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Conn. Case No. 19-22139) on Dec. 24, 2019. At the time of the
filing, the Debtor had estimated assets of between $500,000 and $1
million and liabilities of between $1 million and $10 million.
Neubert, Pepe & Monteith, P.C. is the Debtor's legal counsel.
AAC HOLDINGS: Royce & Associates Has 7.3% Stake as of Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Royce & Associates, LP disclosed that as of Dec. 31,
2019, it beneficially owns 1,838,861 shares of common stock of AAC
Holdings, Inc., which represents 7.31 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at:
https://is.gd/ruJkAq
About AAC Holdings
Headquartered in Brentwood, Tennessee, AAC Holdings, Inc. --
http://www.americanaddictioncenters.com/-- is a provider of
inpatient and outpatient substance use treatment services for
individuals with drug addiction, alcohol addiction and co-occurring
mental/behavioral health issues. In connection with its treatment
services, the Company performs clinical diagnostic laboratory
services and provide physician services to its clients. As of Dec.
31, 2018, the Company operated 11 inpatient substance abuse
treatment facilities located throughout the United States, focused
on delivering effective clinical care and treatment solutions
across 1,080 inpatient beds, including 700 licensed detoxification
beds, 24 standalone outpatient centers and 4 sober living
facilities across 471 beds for a total of 1,551 combined inpatient
and sober living beds.
AAC Holdings reported a net loss of $66.71 million for the year
ended Dec. 31, 2018, compared to a net loss of $17.38 million for
the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company
had $464.35 million in total assets, $479.76 million in total
liabilities, and a total stockholders' deficit including
noncontrolling interest of $15.40 million.
BDO USA, LLP, in Nashville, Tennessee, the Company's auditor since
2011, issued a "going concern" qualification in its report dated
April 12, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company has
incurred a loss from operations and negative cash flows from
operations that raise substantial doubt about its ability to
continue as a going concern.
* * *
As reported by the TCR on Dec. 16, 2019, Moody's Investors affirmed
AAC's Caa2 Corporate Family Rating. The affirmation of the Caa2
CFR reflects the potential for future defaults by AAC over the next
12-24 months.
S&P Global Ratings lowered its issuer credit rating on AAC Holdings
Inc. to 'SD' (selective default) from 'CCC' and its issue-level
rating on its senior secured debt to 'D' from 'CCC'. The downgrade
follows the release of AAC's third-quarter financial statement,
which indicated that the company failed to make the debt
amortization payment due Sept. 30, 2019, on its term loan.
ACRISURE LLC: Moody's Affirms B3 CFR & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3-PD probability of default rating of Acrisure, LLC following
the company's announcement that it is refinancing its senior
secured term loan. Moody's has assigned a B2 rating to the proposed
new $2.8 billion seven-year senior secured term loan. The rating
agency has also affirmed the B2 ratings on Acrisure's existing
senior secured credit facilities and notes and the Caa2 rating on
its senior unsecured notes. Acrisure intends to use net proceeds of
the new term loan and potential additional secured debt to
refinance its existing term loan, fund acquisitions, add cash to
the balance sheet and pay related fees and expenses. Moody's has
changed the rating outlook on Acrisure to stable from negative
based on the company's growing market presence and gradually
improving free cash flow, tempered by its persistently high
financial leverage.
RATINGS RATIONALE
Acrisure continues to grow organically and through its aggressive
acquisition strategy, purchasing about 100 insurance agencies and
brokers per year. While the acquisitions carry execution risk,
Acrisure is steadily increasing its proportion of owned versus
newly acquired business. The company has also revised its typical
purchase structure over the past two years to improve its free cash
flow relative to acquisition-related earnout obligations. Moody's
expects that Acrisure will generate positive free cash flow, net of
contingent earnout payments and scheduled debt amortization,
through 2020 and beyond. The growing proportion of owned business
and the improving free cash flow support the stable rating
outlook.
A continuing credit challenge for Acrisure is its high financial
leverage, with a pro forma debt-to-EBITDA ratio at or slightly
above 7.5x and (EBITDA - capex) interest coverage in the range of
1.5x-2x, per Moody's estimates. These metrics incorporate the
rating agency's adjustments for operating leases, contingent
earnout liabilities, changes in a warrant liability, and run-rate
earnings from recent and pending acquisitions. Moody's expects
Acrisure to reduce its financial leverage over the next couple of
years in line with provisions it has agreed to with its preferred
equity holders, led by GSO/Blackstone.
Acrisure's ratings reflect its growing market presence in US
insurance brokerage and its recent international expansion, its
good mix of business across property & casualty insurance and
employee benefits, and its healthy EBITDA margins. Acrisure
maintains the existing brands of its many acquired entities and
allows them to operate fairly autonomously, while centralizing
critical financial reporting and compliance functions. Acrisure
aligns the interests of its existing and acquired businesses by
including significant common equity in its purchase consideration.
While GSO/Blackstone holds a majority of the large preferred equity
stake, Acrisure Management and Agency Partners own more than 80% of
the firm's common equity.
These strengths are offset by Acrisure's large number and dollar
volume of acquisitions and its rising debt burden. The acquisition
strategy heightens the firm's integration risk and its exposure to
errors and omissions in the delivery of products and services. The
acquisitions also give rise to contingent earnout liabilities that
consume a substantial portion of Acrisure's free cash flow.
Factors that could lead to a rating upgrade include: (i)
debt-to-EBITDA ratio below 6x; (ii) (EBITDA - capex) coverage of
interest exceeding 2x; (iii) free-cash-flow-to-debt ratio exceeding
5%; and (iv) declining proportion of revenue and earnings from
newly acquired versus existing business.
Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio above 7.5x; (ii) (EBITDA - capex) coverage of
interest below 1.2x; (iii) free-cash-flow-to-debt ratio below 2%,
or negative free cash flow after contingent earnout payments and
scheduled debt amortization; or (iv) disruptions to existing or
newly acquired operations.
Moody's has assigned the following rating (with loss given default
(LGD) assessment):
$2.8 billion seven-year senior secured term at B2 (LGD3).
Moody's has affirmed the following ratings (with LGD assessments):
Corporate family rating at B3;
Probability of default rating at B3-PD;
$235 million senior secured revolving credit facility (undrawn)
maturing in November 2021 at B2 (LGD3);
$2.4 billion senior secured term loan maturing in November 2023
at B2 (LGD3);
$950 million senior secured notes maturing in February 2024
at B2 (LGD3);
$925 million senior unsecured notes maturing in November 2025
at Caa2 (LGD5);
$400 million senior unsecured notes maturing in August 2026
at Caa2 (LGD5).
Moody's has changed the rating outlook on Acrisure to stable from
negative.
After the refinancing closes, Moody's will the withdraw the rating
from the existing term loan, which will be repaid/terminated.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.
Based in Grand Rapids, Michigan, Acrisure distributes a range of
property & casualty insurance, employee benefits and related
products to small and midsize businesses through offices in a
majority of US states and through recently acquired operations in
the UK, Switzerland and Bermuda. The company generated revenue of
$1.5 billion for the 12 months through September 2019.
ADAMS HOMES: Moody's Rates $225MM Sr. Unsec. Notes 'B3'
-------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the prospective
$225 million senior unsecured notes issuance of Adams Homes, Inc.
In addition, Moody's assigned a B3 corporate family rating and a
B3-PD probability of default rating to Adams Homes. The outlook is
stable.
The proceeds from the note offering will be used to repay existing
debt including all existing bi-lateral revolving lines of credit,
which totals approximately $187 million, with the remainder used
for general corporate purposes. Following the completion of the
notes offering, the company expects to put in place a $25 million
senior secured revolving credit facility due 2021.
This is the first time Moody's has assigned a rating to Adams
Homes.
The following ratings were assigned with a stable outlook:
Adams Homes, Inc.
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
Senior unsecured notes due 2025 at B3 (LGD4)
RATINGS RATIONALE
Adams Homes' B3 corporate family and senior unsecured ratings
reflect the company's relatively small size and scale, geographic
concentration in the state of Florida, with over 65% of revenues
coming from this state, a modest amount of tangible net worth and
expected negative free cash flow over the next 12 months. While
Moody's expects that the company will maintain a measured approach
to its financial policy and not aggressively increase leverage,
other governance issues considered in the rating include key man
risk related to the company's sole shareholder and potential for
periodic debt funded shareholder returns. Currently, the company
pays out a regular dividend for S corporation tax purposes, with
other standard restricted payment carveouts present within the bond
indenture.
However, the rating is supported by the company's strategy of
exclusively building affordable, entry-level homes, a segment that
Moody's expects will grow faster than other housing categories.
Adams Homes has a modest land supply of about 3.6 years, which
helps to minimize impairment risk. Proforma for the unsecured debt
issuance Adams Homes will have leverage, as defined by homebuilding
debt to capitalization, in the mid-40% range.
Moody's regards Adams Homes' liquidity as adequate over the next 12
to 18 months. Adams Homes' pro forma cash position of $121 million
will more than cover the company's expected negative free cash flow
while the undrawn and fully available $25 million secured revolver
provides additional liquidity. Covenant compliance is healthy, and
the company's mostly unsecured capital structure provides it with a
largely unencumbered asset base.
The stable outlook reflects Moody's expectation of continued
healthy fundamentals within the homebuilding sector and
specifically within the entry-level home segment, which should
support Adams Homes growth initiatives.
Moody's indicated that a rating upgrade would be difficult in the
short-term, but would likely reflect a reduction in geographic
concentration within the state of Florida, tangible net worth
exceeding $500 million, adjusted gross homebuilding debt to book
capitalization below 50% and EBIT to interest coverage maintained
above 3x. A rating downgrade could result from debt to book
capitalization sustained above 65%, EBIT to interest coverage below
1.0x or a deterioration in the company's liquidity profile.
Adams Homes, Inc. is a private homebuilder focused on the
construction of entry-level homes predominantly in the Southeast
United States. The company operates in Florida, Alabama,
Mississippi, North Carolina, South Carolina, Georgia and Texas.
Total revenues for the twelve month period ended September 30, 2019
was approximately $541 million.
The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in January 2018.
ADAMS HOMES: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
Florida-based homebuilder Adams Homes Inc. and its 'B+' issue-level
rating and '2' recovery rating to the company's proposed $225
million of senior unsecured notes due 2025.
The rating on Adams Homes Inc. reflects the company's very small
scale relative to most other rated homebuilders and its significant
geographic concentration. Its revenue base is roughly one-quarter
to one-third the size of most other builders in the 'B' rating
category. And the southeast U.S., and Florida in particular,
account for nearly all of the company's sales. These risks heighten
the potential for greater EBITDA volatility compared to larger and
more geographically diversified homebuilders. Nevertheless, Adams
Homes' pro forma adjusted leverage of just under 4x EBITDA is lower
than that of most similarly rated peers and provides cushion for
some stress at the current rating.
The stable outlook reflects S&P's expectation for adjusted leverage
at slightly less than 3x EBITDA over the next year as home sales in
the company's growing southeastern U.S. markets outpace flatter
sales nationwide. And while its base case scenario assumes
favorable conditions in the near term, S&P forecasted credit ratios
have some cushion for deterioration if demand for homes drops
moderately in Florida and other markets in the region.
S&P expects the company to maintain stronger credit ratios than
typically associated with the rating while the housing industry
remains relatively healthy and stable. Therefore, S&P would lower
its rating on Adams Homes if the rating agency expected the
company's debt to EBITDA to be sustained at more than 4x. In a
healthy market, S&P would anticipate this could occur if the
company added between $75 million and $100 million or more in debt
in anticipation of further growth. In a weaker than expected
housing market, S&P would expect the current cushion in credit
ratios to deteriorate and it would look to a 5x debt-to-EBITDA
threshold for a downgrade. The latter scenario could occur if
revenue dropped 5% and EBITDA margins fell 400 basis points (bps)
because the company offered generous incentives to move inventory
and generate cash.
"We would upgrade Adams Homes if leverage dropped more than
anticipated and was sustained at well below 3x EBITDA. But we would
not expect leverage to be maintained that low given management's
desire to continue to grow the company and our expectation that
growth will eventually be funded with additional debt," S&P said.
ADVISOR GROUP: Fitch Publishes B LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings published Advisor Group Holdings, Inc.'s 'B'
Long-term Issuer Default Rating, 'B+'/'RR3' senior secured term
loan rating and 'CCC+'/'RR6' senior unsecured rating. The Rating
Outlook is Stable.
In addition, Fitch expects to rate Advisor Group's proposed $775
senior secured debt issuance 'B+'/'RR3(EXP)', the proceeds of which
will be used to help fund the acquisition of Landenburg Thalmann.
The issuance is expected to be divided into an approximately $200
million add-on to the existing term loan and a $575 million secured
notes issuance. These instruments are expected to rank equally in
the capital structure with existing secured debt.
KEY RATING DRIVERS
The ratings reflect Advisor Group's improving market position as
one of the largest independent financial advisors in the U.S.;
cash-generative business model, which limits credit, market and
funding risks; and a relatively flexible cost base, which should
provide an offset to revenue declines in a downturn; and high
advisor retention rates. These aspects are counterbalanced against
the elevated execution risks associated with the recent acquisition
of Ladenburg Thalmann, in terms of integration, achievement of
envisioned profitability levels and de-leveraging.
Ratings are constrained by high initial leverage levels, weak
interest coverage, and high operational, litigation and compliance
risk associated with the independent broker-dealer and registered
investment adviser (Hybrid RIA) business model. Additional rating
constraints include the relatively high reliance on transactional
revenues and Advisor Group's private equity ownership, which
introduces a degree of uncertainty over the company's future
financial policies and a potential for more opportunistic growth
strategies.
Advisor Group is one of the largest independent financial advisors
in the U.S. as measured by assets under administration, although
the market remains highly fragmented and subject to significant
competition from other financial firms, particularly for more
affluent customers. Current regulatory headwinds and an increasing
compliance burden for the Hybrid RIA industry provide consolidation
opportunities, particularly for the firms with a central services
model, such as Advisor Group. The platform provides scale
advantages given centralized technology, infrastructure,
risk-management and compliance systems, as well as product
distribution and clearing partner relationships. At the same time,
inorganic expansion in the Hybrid RIA space is typically associated
with increasing advisor recruiting and retention costs and
potential operational/execution risks.
Pro-forma for the debt issued to fund the acquisition of Ladenburg,
Fitch calculates that Advisor Group's cash flow leverage, as
expressed by gross debt to EBITDA (adjusted for non-cash and
non-recurring items), will increase to 7.4x, from 6.0x, for the
trailing 12 months (TTM) ended Sept. 30, 2019. Leverage of this
magnitude corresponds to Fitch's 'b and below' category benchmark
range of over 3.5x for securities firms with low balance sheet
usage. Fitch expects that leverage will decline towards a
longer-term target of around 5.0x over the Outlook horizon driven
by EBITDA expansion, stemming from organic growth and the
realization of synergies from the acquisition. Failure to reduce
leverage would result in negative rating action.
Interest coverage was estimated to be about 2.2x for the TTM ended
3Q19, pro forma for the acquisition, which is viewed as relatively
weak and within Fitch's 'b and below' category benchmark range of
below 3.0x for securities firms with low balance sheet usage.
Liquidity risks are partially offset by the relatively long-term
maturity profile of the debt (nearest repayment in 2026) and the
cash generative business model. Advisor Group also maintains a $325
million five-year secured revolving credit facility, which is
currently undrawn.
The company operates with modest profitability margins. On a gross
revenue basis, the Fitch-calculated adjusted EBITDA margin,
pro-forma the acquisition, was 11.7% for the TTM ended 3Q19, which
is at the lower-end of Fitch's 'bb' quantitative benchmark range
for securities firms with low balance usage of 10% to 20%, but an
improvement relative to 10.7% for 2018 and 5.4% for 2017.
Relatively low gross margin levels are driven by the high advisor
payout ratio (94.1% of gross revenues for the TTM ended 3Q19).
Still, payouts are linked to advisors' revenue production, which
adds flexibility to the cost structure and aids earnings
stability.
Fitch believes compliance and litigation risk at Advisor Group is
adequately managed for its ratings. The firm seeks to minimize
losses from regulatory actions and litigation by investing in
risk-management and compliance technology, and by the purchase of
legal insurance. Still, high compliance and litigation risks are an
inherent constraint on the Hybrid RIA business model, in Fitch's
opinion. Since 2016, the combined entity and its subsidiaries paid
about $19 million in fines and settlement payouts, which is viewed
as manageable, and is generally in line with industry averages. The
fines were related mainly to disclosure violations, breach of
fiduciary duty, product suitability issues and an inability to
supervise fraud.
Advisor Group's funding flexibility is believed to be relatively
limited. Secured debt represents around 75% of total debt
outstanding pro-forma for the $775 million debt issued to fund the
acquisition of Ladenburg. An increase in the proportion of
unsecured debt in the capital structure, over time, would be viewed
favorably by Fitch, as it would enhance funding flexibility.
The Stable Outlook reflects Fitch's expectations that Advisor Group
will manage its leverage towards a longer-term target of 5.0x over
the Outlook horizon, maintain good operating performance, and
experience minimal operational and litigation losses. Fitch expects
interest coverage to improve to between 2.5x-3.0x over the Outlook
horizon.
The senior secured debt rating is notched up once from the IDR and
reflects Fitch's view of above average recovery prospects under a
stress scenario. The expected rating on the proposed issuance is
equalized with existing secured debt as it will rank equally in the
capital structure. The senior unsecured rating is two notches below
the IDR and reflects structural subordination and poor recovery
prospects under a stress scenario.
RATING SENSITIVITIES
Upward rating momentum is currently viewed as limited over the
near-term, given the elevated leverage and weak interest coverage,
and execution risks associated with the Ladenburg acquisition.
Longer term, positive rating action could be driven by the
successful integration of Ladenburg, as evidenced by strong asset
retention and achievement of projected cost reductions, maintenance
of cash flow leverage at-or-below 4.5x, and interest coverage
at-or-above 3.0x, while maintaining a balance-sheet light business
model and sound operating performance.
Negative rating action could result from an inability to execute on
the integration and achieve envisioned synergies associated with
the acquisition of Ladenburg, which impair the firm's ability to
reduce leverage toward the 5.0x target over the Outlook horizon.
Negative action could also result from material deterioration in
operating performance, a decline in interest coverage below 1.5x on
a sustained basis, material assets under administration and assets
under management outflows, or adverse regulatory or legal actions.
An increase in material balance sheet-intensive activities would
also be viewed negatively.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3 - ESG issues are credit
neutral or have only a minimal credit impact on the entity, either
due to their nature or the way in which they are being managed by
the entity.
Advisor Group Holdings, Inc. has an ESG Relevance Score of 4 for
Management Strategy due to the execution risks associated with the
operational integration of Ladenburg and achievement of envisioned
synergies and deleveraging.
AEGIS TOXICOLOGY: Moody's Lowers CFR to Caa1, Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded Aegis Toxicology Sciences
Corporation's Corporate Family Rating to Caa1 from B3 and the
Probability of Default Rating to Caa1-PD from B3-PD. Moody's also
downgraded the ratings on the senior secured bank credit facilities
to Caa1 from B3. The outlook is negative.
The downgrade reflects the company's significant increase in
leverage following the restatement of its financial statements and
material erosion in the company's liquidity profile. Moody's
estimates adjusted debt/EBITDA of around 8.0x for the twelve months
ended December 31, 2019. The company has taken steps recently to
improve cash flow by outsourcing its billing and collections to a
third party. Further, the company expects a sizeable tax refund in
2020, which will be applied towards debt repayment. However, if
billing and collections fails to improve, or the company does not
receive the tax refund as expected, Moody's sees heightened
liquidity risk in 2020, including risk of a covenant breach. These
risks are reflected in the negative outlook.
Moody's took the following rating actions:
Aegis Toxicology Sciences Corporation
Ratings downgraded:
Corporate Family Rating to Caa1 from B3
Probability of Default Rating to Caa1-PD from B3-PD
$50 million senior secured first lien revolving credit facility
expiring 2023 to Caa1 (LGD 3) from B3 (LGD 3)
$300 million senior secured first lien term loan due 2025 to
Caa1 (LGD 3) from B3 (LGD 3)
Outlook action:
Aegis Toxicology Sciences Corporation
The outlook was changed to negative from stable.
RATINGS RATIONALE
Aegis' Caa1 CFR reflects the company's very high leverage and
recent operating challenges which have resulted in a weakening of
liquidity. The Caa1 rating also reflects Aegis' small size relative
to significantly larger laboratory companies. Further, Aegis has a
high concentration of revenue in toxicology testing, which Moody's
believes will continue to face longer term pricing pressure. The
integration of the Ameritox assets -- acquired in Q1 2018 -- as
well as the discontinuation by Aegis of a number of client
relationships has led to temporary weakness on revenue and profit
over the last two years. This, together with a material
overestimation of account receivables (and material restatement of
earnings), resulted in a sharp increase in financial leverage and
weak cash generation.
The negative outlook reflects the risk of a covenant breach and
further downward rating pressure if the company fails to improve
its cash generation and improve operating performance over the next
several quarters.
Aegis has limited exposure to environment risks. Social risks
include the potential for further Medicare rate cuts as a result of
changes to the laboratory payment fee schedule, slated to take
place January 1, 2022. Social risk also arises from reputational
harm caused by fraud and abuse that has been an issue in the
laboratory testing industry. In terms of governance risk,
Aegis has had material accounting issues that have depressed
earnings and led to material customer losses and management changes
within the last twelve months. Further, Aegis' private equity
ownership increases the risk of shareholder friendly actions that
come at the expense of creditors.
The rating could be upgraded if the company meaningfully improves
cash flow and liquidity. Specifically, the rating could be upgraded
if debt to EBITDA is sustained below 6 times and the company
generates consistently positive free cash flow.
The rating could be downgraded if liquidity weakens, if the company
fails to improve cash generation or if the tax refund does not
materialize as expected. Other factors that could lead to a
downgrade include further erosion in earnings or an increased
likelihood of a transaction that Moody's would consider a default,
including a distressed exchange.
Aegis Toxicology Sciences Corporation, headquartered in Nashville,
TN, is a specialty toxicology laboratory providing services to the
healthcare, sports, workplace and biopharma industries. Aegis is
privately-owned by affiliates of financial sponsor ABRY Partners
II, LLC (ABRY). Aegis generates revenue of approximately $135
million.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
AFFORDABLE RECOVERY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Affordable Recovery Housing
13811 South Western Avenue
Blue Island, IL 60406
Business Description: Affordable Recovery Housing is an addiction
treatment center in Blue Island, Illinois.
Chapter 11 Petition Date: January 23, 2020
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 20-01973
Debtor's Counsel: Joel A. Schechter, Esq.
LAW OFFICES OF JOEL A. SCHECHTER
53 West Jackson Blvd
Suite 1522
Chicago, IL 60604
Tel: 312-332-0267
Email: joelschechter1953@gmail.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by John M. Dunleavy, CEO.
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 PacerMonitor.com at:
https://is.gd/7VeT9A
AJEM HOSPITALITY: Bankr. Administrator Unable to Appoint Committee
------------------------------------------------------------------
The U.S. bankruptcy administrator on Jan. 21, 2020, disclosed in a
filing with the U.S. Bankruptcy Court for the Middle District of
North Carolina that no official committee of unsecured creditors
has been appointed in the Chapter 11 cases of AJEM Hospitality,
LLC, Southern Village Shack, LLC and Governors Club Shack, LLC.
About AJEM Hospitality
AJEM Hospitality, LL, Southern Village Shack, LLC and Governors
Club Shack, LLC operate three Al's Burger Shack restaurants in
Chapel Hill, N.C.
AJEM Hospitality and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 20-80003)
on Jan. 3, 2020. At the time of the filing, AJEM Hospitality had
estimated assets of less than $50,000 and liabilities of between
$500,001 and $1 million.
Judge Lena M. James oversees the cases.
The Debtors tapped Northen Blue, LLP as their legal counsel.
ALBERTSONS COS: S&P Rates New Senior Unsecured Notes 'BB-'
----------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '2'
recovery rating to Albertsons Cos. Inc.'s (ACI) proposed new senior
unsecured notes.
In total, the notes consist of $2.35 billion due in 2023, 2030, and
an add-on to the existing 2027 notes. The '2' recovery rating
indicates S&P's expectation for substantial recovery to lenders
(70%-90%; rounded estimate: 85%).
S&P's issuer credit rating (B+/Stable/--) on the company and all
other issue-level ratings are unchanged. Albertsons says it will
use the proceeds to repay nearly $760 million in term loan B-7 and
$1.6 billion in term loan B-8 debt, eliminating its secured term
loan debt. The refinancing is leverage neutral and extends the
company's overall debt maturity profile. It also moves it to a
fully unsecured capital structure (excluding the ABL revolver).
Albertsons' earnings for the third quarter ended Nov. 30, 2019,
came in ahead of S&P's expectations, with 2.7% identical sales and
an incremental increase in gross margin excluding the impact of
fuel. This margin lift was because of lower shrink expense as a
percentage of sales and higher private-label product penetration.
As a result, S&P Global Ratings' lease-adjusted leverage for the
latest 12 months is expected to remain in the low-5x area, given
solid operational execution and material debt reduction during
fiscal 2019.
S&P expects leverage to stay in the low-5x area for the coming 12
months. It also believes an IPO or other type of monetization
remains a possibility this year, especially given recent
deleveraging, refinancing activity, and the long hold period with
Cerberus Capital Management L.P.
S&P anticipates that Albertsons' operating performance will
continue to stabilize in the coming 12 months, with
low-single-digit percent growth in identical sales and flat EBITDA
margins. It believes the company will continue to invest in its
digital and store remodeling efforts given the highly competitive
and dynamic nature of the evolving U.S. grocery landscape.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors:
-- S&P's recovery rating revisions take into consideration the
full repayment of senior secured term debt which means recovery
value after the ABL facility is repaid, will be substantially
unencumbered and will first be available to satisfy guaranteed
unsecured senior notes.
-- The Safeway and NALP notes do not benefit from the subsidiary
and parent guarantees that the ACI notes have.
-- S&P's simulated default scenario contemplates that cash flow
problems due to an economic downturn, combined with new competitors
stepping up their entry into the company's markets, lead to a
significant decline in ACI's revenue and profitability.
-- S&P estimates a gross recovery value of $11.6 billion taking
into consideration the going-concern valuation of the business
operations of $4.7 billion and the value of its real estate at $6.9
billion. Its going-concern valuation assumes an emergence EBITDA of
$946 million (net of $586 million in assumed additional rent
expense if the company did a sale leaseback on its owned real
estate).
-- For the owned real estate properties, S&P bases its valuation
on $586 million in estimated rent income (assuming triple net lease
contracts) to which it applies an 8.05% capitalization rate.
Simulated default assumptions:
-- Simulated year of default: 2024
-- Going-concern valuation: $4.7 billion
-- EBITDA at emergence: $946 million
-- EBITDA multiple: 5.0x
Real estate valuation:
-- Implied rent income: $586 million
-- Capitalization rate: 8.05%
Simplified waterfall:
-- Net enterprise value (after administrative costs): About $11.0
billion
-- Less: Priority Claims (ABL revolver outstanding and mortgage
debt): $1.9 billion
-- Net available to ACI unsecured notes: $9.1 billion
-- Aggregate ACI unsecured senior note debt: $7.2 billion
-- Other unsecured obligations: $477 million
-- Recovery expectations: Capped at 70%-90%; rounded estimate: 85%
(capped at '2' recovery rating)
-- Net residual value available to Safeway unsecured senior notes:
$1.08 million
-- Aggregate principal outstanding Safeway note debt: $649
million
-- Recovery expectations: Capped 70%-90%; rounded estimate: 85%
(capped at '2' recovery rating)
-- Net residual value available to NALP notes: $291 million
-- Aggregate principal outstanding NALP note debt: $507 million
-- Recovery expectations: 50%-70%; rounded estimate: 55%
Note: All debt amounts include six months of prepetition interest.
AMERICORE HOLDINGS: Gess Mattingly Represents Penn Med, Calico
--------------------------------------------------------------
In the Chapter 11 cases of Americore Holdings LLC, et al., the law
firm of Gess, Mattingly & Atchison, P.S.C. submitted a verified
statement under Rule 2019 of the Federal Rules of Bankruptcy
Procedure, to disclose that it is representing Penn Med, LLC and
Calico Rock Med, LLC.
The names and address of the entities represented by Mr. Hamilton
and the firm are as follows:
Penn Med, LLC
3400 Civic Center Boulevard
Philadelphia, PA 19104
Calico Rock Med, LLC
61 Grass Street
Calico Rock, AR 72519
Mr. Hamilton represent Penn Med, LLC and Calico Rock Med, LLC, in
their capacities as creditors of the Debtors. Both Penn Med, LLC
and Calico Rock Med, LLC separately requested that Mr. Hamilton
will serve as counsel in connection with these chapter 11 cases,
and each of the creditors is aware of, and has not objected to, his
dual representation of the other in these cases.
Mr. Hamilton have no instruments whereby they are empowered to act
on behalf of Penn Med, LLC or Calico Rock Med, LLC, other than
letters of representation.
Mr. Hamilton do not own any interest in Penn Med, LLC or Calico
Rock Med, LLC or their claims against the Debtors in the
above-styled proceeding.
Mr. Hamilton may undertake additional representations of other
individuals or entities in these bankruptcy cases, and do hereby
reserve the right to modify or supplement this Statement as
necessary.
The Firm can be reached at:
Gess, Mattingly & Atchison, P.S.C.
John T. Hamilton, Esq.
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/iarnfD
About Americore Holdings
Americore Health LLC and its affiliated debtors own and operate
hospitals, namely: Ellwood City Medical Center in Pennsylvania;
Southeastern Kentucky Medical Center (formerly Pineville Community
Hospital); Izard County Medical Center in Arkansas; and St. Alexius
Hospital in St. Louis.
Americore Holdings, LLC, and 10 affiliates sought Chapter 11
protection (Banks. E.D. Kent. Case No. 19-61608-grs) on Dec. 31,
2019.
BINGHAM GREENEBAUM DOLL LLP, led by James R. Irving, is the
Debtors' counsel.
AMERILIFE HOLDINGS: S&P Assigns 'B' Long-Term ICR; Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to AmeriLife Holdings LLC. The outlook is stable.
At the same time, S&P assigned its 'B' debt ratings to AmeriLife's
planned: $75 million, five-year, first-lien revolver; $390 million,
seven-year, first-lien term loan; and $75 million, seven-year,
first-lien delayed-draw term loan. The recovery ratings on these
issues are '3', reflecting meaningful recovery expectations
(50%-70%, rounded estimate: 50%) in the event of a payment default.
S&P also assigned its 'CCC+' debt rating to the company's planned
$115 million, eight-year, second-lien term loan. The recovery
rating on this issue is '6', reflecting negligible expectations for
recovery (0%-10%, rounded estimate: 5%).
After the transaction closes, S&P will withdraw its ratings on
AmeriLife Holdings's downstream subsidiary AmeriLife Group LLC.
The rating action follows THL's announced acquisition of AmeriLife.
AmeriLife will issue $505 million in funded debt to effectuate the
transaction. S&P believes the transaction will result in pro forma
adjusted leverage of 6.5x-7.0x as of year-end 2019 (including
run-rate adjusted EBITDA of recently completed and pending
acquisitions). S&P expects AmeriLife's pro forma leverage to remain
at 6x-7x in 2020-2021 because the rating agency expects AmeriLife
to use its delayed draw term loan (along with potential sponsor
equity) to fund future acquisitions of small- to midsize assets
that will build on its existing business lines. AmeriLife's delayed
draw term loan has provisions that limit pro forma first-lien
leverage to 5x (where the rating agency expects it will be at
transaction close).
The stable outlook reflects S&P's expectation that AmeriLife will
grow reported gross revenue by close to 20% in 2019 and 30%-50% in
2020, with adjusted EBITDA (excluding EBITDA arising from minority
owners) growing at roughly the same pace as revenue in both years.
S&P believes revenue and EBITDA growth will be closer to 5%-6% in
future years, excluding acquisitions. It expects pro forma leverage
of 6.0x-7.0x and EBITDA interest coverage of 2.0x-2.5x in
2020-2021.
"We could lower the ratings in 2020 if AmeriLife underperforms our
expectations with sustained leverage above 7x and/or EBITDA
coverage below 2x," S&P said.
"We expect limited ratings upside in 2020 since we expect no
significant change to AmeriLife's business profile or financial
sponsor ownership. We could raise our ratings if the company can
lower and sustain leverage below 5x and coverage above 3x," the
rating agency said.
AMERLIFE HOLDINGS: Moody's Assigns B3 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating and
B3-PD probability of default rating to AmeriLife Holdings LLC (New)
following the company's announced plans to refinance its existing
credit facilities as part of a recapitalization. Upon closing of
the recapitalization, Thomas H. Lee Partners L.P., a private equity
firm, will have a majority stake in the newly recapitalized entity.
In the same action, Moody's also assigned a B2 rating to the new
first-lien senior secured bank facilities, and a Caa2 rating to the
new second-lien senior secured term loan. The rating outlook for
AmeriLife is stable. The rating agency will withdraw the ratings
from AmeriLife Group, LLC upon closing of the refinancing.
RATINGS RATIONALE
AmeriLife's ratings reflect its good market position as a leading
independent marketer and distributor of senior health, life, and
retirement insurance products. The company delivers health, fixed
annuity, life and supplemental products to the growing senior
population, especially in Florida. The company distributes its
products through multiple sources including a network of
independent and captive career agents, and, to a lesser extent,
through worksite, affinity groups and direct-to consumer channels.
Its recent acquisition of investment advisory firm, Brookstone
Capital Management, has diversified AmeriLife's retirement services
business.
These strengths are offset by the company's high financial
leverage, low interest and cash flow coverage and modest size
relative to other rated insurance brokers and service companies.
AmeriLife continues to have a business concentration in Medicare
products, which are subject to political and regulatory pressures,
and a geographic concentration in Florida, given its target market.
The group also faces execution and contingent risks associated with
its acquisition strategy.
Pro forma for the refinancing and recapitalization, Moody's
estimates that AmeriLife's debt-to-EBITDA ratio will be in the
6.5x-7x range over the next 12-18 months, with (EBITDA - capex)
interest coverage below 2x, and a free-cash-flow-to-debt ratio in
the low-to-mid-single digits. The transaction lifts pro forma
leverage to around 7x, which is high for Amerilife's rating
category, but Moody's expects the company to reduce its leverage to
below 7x within a few quarters through earnings growth from
existing and acquired operations. These pro forma metrics reflect
Moody's accounting adjustments for operating leases, run-rate
earnings from completed and pending acquisitions, noncontrolling
interest expenses and certain other non-recurring items. Moody's
expects the company to maintain its metrics consistent with the B3
corporate family rating.
Factors that could lead to an upgrade of AmeriLife's ratings
include: (i) debt-to-EBITDA ratio below 5.5x, (ii) (EBITDA - capex)
coverage of interest exceeding 2x, and (iii) free-cash-flow-to-debt
ratio exceeding 5%.
Factors that could lead to a downgrade of AmeriLife's ratings: (i)
debt-to-EBITDA ratio remaining at or above 7x, (ii) (EBITDA -
capex) coverage of interest below 1.2x, or (iii)
free-cash-flow-to-debt ratio below 2%.
Moody's has assigned the following ratings of AmeriLife Holdings
LLC (New) (and loss given default (LGD) assessments):
Corporate family rating at B3;
Probability of default rating at B3-PD;
$75 million five-year senior secured first-lien revolving
credit facility, rated B2 (LGD3);
$390 million seven-year senior secured first-lien term loan,
rated B2 (LGD3);
$75 million seven-year senior secured first-lien delayed
draw term loan, rated B2 (LGD3);
$115 million eight-year senior secured second-lien term
loan at Caa2 (LGD6).
The outlook for the issuer is stable.
Moody's will withdraw all existing ratings (along with LGD
assessments) from AmeriLife Group, LLC upon closing of the
refinancing, as these facilities will be repaid and terminated.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.
AmeriLife develops and distributes Medicare, annuities, as well as
life and health insurance products across the US and Puerto Rico,
primarily to the senior market. The company operates through a
national distribution network of over 140,000 insurance agents and
brokers via nearly 20 marketing organizations, and over 50
insurance agency locations. For the 12 months through September
2019, AmeriLife generated revenues of $188 million.
ANDRA'S REDEMPTION: Seeks to Hire Maltz Auctions as Broker
----------------------------------------------------------
Andra's Redemption, Inc., seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Maltz Auctions,
Inc. as its real estate broker.
Maltz Auctions will assist in the sale of the Debtor's real
property located at 104-07 95th Ave., Ozone Park, Queens, N.Y.
The firm will get a 6 percent commission to be paid by the
purchaser as a buyer's premium. In the event that the winning
bidder at the auction is registered by the buyer's broker, then
Maltz Auctions will pay 2 percent of the sales price to that
broker.
Maltz Auctions does not represent any interest adverse to the
Debtor's bankruptcy estate within the meaning of Section 101(14) of
the Bankruptcy Code, according to court filings.
Richard Maltz, chief executive officer of Maltz Auctions, disclosed
in court filings that the firm is "disinterested" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Richard B. Maltz
Maltz Auctions, Inc.
39 Windsor Place,
Central Islip, NY 11722
Phone: 516.349.7022
Fax: 516.349.0105
E-mail: info@MaltzAuctions.com
About Andra's Redemption
Andra's Redemption, Inc., owner of a mixed-use building in Ozone
Park, New York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case
No. 17-40825) on Feb. 24, 2017. Andra Indarmattie, president,
signed the petition. The Debtor indicated $1.02 million in total
assets and $493,000 liabilities as of the bankruptcy filing. Judge
Nancy Hershey Lord oversees the case. The Debtor tapped Rosenberg,
Musso & Weiner as its bankruptcy counsel, and Brickner Makow, LLP
as its special counsel.
APPLE MOVING: Taps Dal Lago Law as Legal Counsel
------------------------------------------------
Apple Moving, Inc., received approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Dal Lago Law as
its legal counsel.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
a. advise the Debtor of its rights, duties and powers under
the Bankruptcy Code;
b. prepare legal papers;
c. prosecute and defend any causes of action where special
counsel is deemed unnecessary;
d. assist in the formulation of a plan of reorganization or
liquidation;
e. assist the Debtor in considering and requesting the
appointment of a trustee or examiner should such action become
necessary;
f. consult with the Office of the U.S. Trustee concerning the
administration of the Debtor's estate; and
g. represent the Debtor at hearings and other judicial
proceedings.
The current hourly rate for Michael Dal Lago, Esq., is $385 while
the rates for associates and paraprofessionals who may be assigned
to perform work on the case range from $170 to $310 per hour.
Dal Lago Law received from the Debtor a pre-bankruptcy retainer in
the amount of $12,856.
Mr. Dal Lago and his firm are "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Michael R. Dal Lago, Esq.
Christian Garrett Haman, Esq.
999 Vanderbilt Beach Road, Suite 200
Naples, FL 34108
Telephone: (239) 571-6877
Email: mike@dallagolaw.com
chaman@dallagolaw.com
About Apple Moving
Apple Moving, Inc. is a Florida profit corporation that primarily
provides commercial and residential moving services within
Southwest Florida but occasionally provides long distance moving
services where the pickup or delivery site is within its primary
service area. It was founded on Dec. 22, 2005.
Apple Moving sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 19-12003) on Dec. 23, 2019. At the
time of the filing, the Debtor had estimated assets of between
$100,001 and $500,000 and liabilities of between $500,001 and $1
million. The Debtor tapped Dal Lago Law as its legal counsel.
ARETE HEALTHCARE: Committee Taps Brinkman Portillo as Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Arete Healthcare,
LLC and its affiliates filed anew an application to employ Brinkman
Portillo Ronk, APC as its legal counsel.
The committee filed its initial application last month but was
rejected by the court.
Brinkman will provide these services in connection with the
Debtors' Chapter 11 cases:
(a) advise the committee of its powers and duties under the
Bankruptcy Code;
(b) assist the committee in investigating the acts, conduct,
assets, liabilities, financial condition and operations of the
Debtors, potential claims and any other matters relevant to the
cases, to the sale of the Debtors' assets and the formulation of a
reorganization plan;
(c) participate in the formulation of a plan;
(d) advise the committee regarding the process for approving
or disapproving disclosure statements and confirming or denying
confirmation of the plan; and
(e) assist the committee in requesting the appointment of a
trustee or examiner should such action be necessary.
The firm will be paid at these hourly rates:
Daren Brinkman $685
Laura Portillo $595
Kevin Ronk $545
Kelsi Hunt $390
Associate Attorneys $330
Paralegals/Law Clerks $175
Brinkman is "disinterested" within the meaning of Section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Daren R. Brinkman, Esq.
Brinkman Portillo Ronk, APC
4333 Park Terrace Drive, Suite 205
Westlake Village, CA 91361
Tel: 818-597-2992
Fax: 818-597-2998
Email: firm@brinkmanlaw.com
About Arete Healthcare
Arete Healthcare, LLC and its affiliates The Emergency Clinic of
Floresville LLC, Schertz-Cibolo Emergency Center LLC and Southcross
Hospital LLC, provide health care services.
Schertz-Cibolo Emergency Center owns and operates the Schertz
Cibolo Emergency Clinic -- http://www.schertzhealth.com/-- a
free-standing facility that is a fully equipped ER, staffed with
board-certified physicians and registered nurses. It has an
on-site laboratory and a complete radiology department including CT
scanner, ultrasound, and digital X-ray.
The Emergency Clinic of Floresville owns and operates Emergency
Care of Floresville, an emergency clinic offering a full-service,
24-hour emergency room, an on-site lab, CT, digital x-ray, and
ultrasound.
Southcross Hospital Llc is a general acute care hospital in San
Antonio, Texas, while Arete Healthcare manages the other three
debtors.
Arete Healthcare and its affiliate sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Texas Lead Case No.
19-52578) on Nov. 3, 2019.
At the time of the filing, Southcross Hospital had estimated assets
of between $500,000 and $1 million and liabilities of between $1
million and $10 million. The other companies each disclosed assets
of between $1 million and $10 million and liabilities of the same
range.
Judge Craig A. Gargotta oversees the cases.
The Debtors tapped Allen M. DeBard, Esq., at Langley & Banack,
Inc., as their legal counsel.
The Office of the U.S. Trustee appointed creditors to serve on the
committee of unsecured creditors on Nov. 27, 2019. The committee
is represented by Brinkman Portillo Ronk, APC.
ARRO CORP: Adelman & Gettleman Approved as Counsel
--------------------------------------------------
Arro Corporation sought and obtained permission from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Adam P. Silverman, Esq., Erich S. Buck, Esq., Alexander F.
Brougham, Esq. and Nicholas R. Dwayne, Esq., and the law firm of
Adelman & Gettleman, Ltd., as its counsel in this Chapter 11 case.
The professional services that may be required of Adelman &
Gettleman in the Chapter 11 Case include:
a. Providing the Debtor with legal advice respecting its
powers, duties, rights, and obligations as a debtor-in-possession
in the continued management of its property and affairs;
b. Attending meetings and negotiating with representatives of
creditors and other parties in interest;
c. Assisting the Debtor to effectuate sale or sales of
substantially all of its assets;
d. Assisting the Debtor in the formulation, preparation,
solicitation, implementation, and consummation of a Chapter 11 plan
of reorganization or liquidation, if appropriate;
e. Taking all actions necessary to protect and preserve the
Debtor's estate, including the prosecution of such litigation as
may be necessary or appropriate on behalf of the estate;
f. Preparing on behalf of the Debtor motions, complaints,
orders, reports, and other legal papers as may be needed; and
g. Providing legal advice and providing all other legal
services to the Debtor as are appropriate.
To the best of the Debtor's knowledge, Adelman & Gettleman, Ltd.
has no connection with the Debtor, its creditors, any other party
in interest, their respective attorneys and accountants, the United
States Trustee, or any person employed in the office of the United
States Trustee. Adelman & Gettleman, Ltd. is a disinterested
person, as that term is defined in section 101(14) of the
Bankruptcy Code, and Adelman & Gettleman, Ltd. does not hold or
represent an interest adverse to the Debtor's estate.
The rates to be charged in the Chapter 11 Case by legal
professionals employed by Adelman & Gettleman are:
Howard L. Adelman at $550/hr.
Chad H. Gettleman at $550/hr.
Henry B. Merens at $550/hr.
Adam P. Silverman at $475/hr.
Steven B. Chaiken at $445/hr.
Erich S. Buck at $445/hr.
Alexander F. Brougham at $345/hr.
Nicholas R. Dwayne at $325/hr.
Paralegals/Law Clerks at $135/hr.
The firm may be reached at:
Adam P. Silverman, Esq.
Erich S. Buck, Esq.
Nicholas R. Dwayne, Esq.
Adelman & Gettleman, LTD.
53 West Jackson Blvd., Suite 1050
Chicago, IL 60604
Tel: (312) 435-1050
Fax: (312) 435-1059
About Arro Corporation
Arro Corporation -- https://arro.com/ -- provides food contract
manufacturing, processing, logistics and warehousing services. It
offers custom dry, liquid blending, reprocessing, bulk handling and
processing services.
Arro Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-35238) on Dec. 13,
2019. At the time of the filing, the Debtor disclosed assets of
between $10 million and $50 million and liabilities of the same
range. The case has been assigned to Judge Janet S. Baer. Adam P.
Silverman, Esq., at Adelman & Gettleman, Ltd., is the Debtor's
legal counsel. Livingstone Partners LLC serves as the Debtor's
investment bankers.
On December 23, 2019, the Office of the United States Trustee
appointed an official committee of unsecured creditors. The
Committee selected Goldstein & McClintock LLLP as its counsel and
Conway Mackenzie, Inc. as financial advisor.
ARRO CORP: Committee Retains Conway Mackenzie as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 case of Arro Corporation requests authorization from the
U.S. Bankruptcy Court for the Northern District of Illinois to
retain Conway Mackenzie, Inc. as its financial advisor.
On December 23, 2019, the Office of the United States Trustee
appointed the Committee as an official committee to represent the
interests of unsecured creditors of the Debtors pursuant to section
1102 of the Bankruptcy Code. On that same day, the Committee
selected Conway as its financial advisor.
The Committee contemplates that Conway will provide the full range
of services required to provide financial advisory services to the
Committee in the course of this case, including:
(a) Review and analyze the Debtor's financial condition and
the circumstances leading up to the filing, in part, for evaluating
the prospects for a financial recovery and viable plan of treatment
for unsecured creditors;
(b) Evaluate the short-term Debtor-prepared DIP forecast and
financing requirements as it relates to the Debtor's bankruptcy;
(c) Assist the Committee in assessing the Debtor's needs for
use of cash collateral or other financing through the review of
forecasts and information;
(d) Assist the Committee in the bankruptcy with identifying
and analyzing financial and operational issues facing the Debtor;
(e) Evaluate various values of the Debtor's assets under
different scenarios and prepare a liquidation analysis of the
Debtor;
(f) Assist the Committee in the review of the sale process
outlined by the Debtor including milestones and the timeline set
forth;
(g) Work with the Debtor, as appropriate, and its retained
investment banking professionals, to assess any offer(s) made
pursuant to bankruptcy court-approved sale procedures;
(h) Assist the Committee, where appropriate, in
communications and negotiations with other constituents critical to
the successful execution of the Debtor's bankruptcy proceedings;
(i) Review and/or assist in the analysis of potential
preferential transfers, fraudulent conveyances or other related
recoveries;
(j) Evaluate other assets and claims available to the
unsecured creditors and estimate value, if any;
(k) Assist the Committee and its counsel in developing
strategies and related negotiations with Debtor and other
interested parties with respect to elements of Debtor’s treatment
to the Unsecured Creditors or alternative proposals; and
(l) Other services as deemed appropriate and as agreed to by
Conway.
The standard hourly rates for the 2019 calendar year of the Conway
professionals presently expected to have primary responsibility for
providing services to the Committee are:
Alpesh A. Amin (Managing Director) - $715/hour;
John B. Pidcock (Managing Director) - $650/hour;
Jessica R. Marek (Director) - $525/hour; and
Rachael E. Kuehn (Senior Associate) - $410/hour.
As an accommodation to the Committee, Conway has agreed to cap its
fees, excluding any out-of-pocket expenses, to perform the
above-listed services at $25,000. All other expenses will be
reimbursed by the Committee.
To the best of Conway's knowledge, the firm does not hold or
represent any interest adverse to the Committee or the creditors of
the estate. Accordingly, Conway is a disinterested person, as that
phrase is defined in section 101(14) of the Bankruptcy Code.
The firm may be reached at:
Alpesh A. Amin
Conway MacKenzie, Inc.
77 W. Wacker Drive, Suite 4000
Chicago, IL 60601
About Arro Corporation
Arro Corporation -- https://arro.com/ -- provides food contract
manufacturing, processing, logistics and warehousing services. It
offers custom dry, liquid blending, reprocessing, bulk handling and
processing services.
Arro Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-35238) on Dec. 13,
2019. At the time of the filing, the Debtor disclosed assets of
between $10 million and $50 million and liabilities of the same
range. The case has been assigned to Judge Janet S. Baer. Adam P.
Silverman, Esq., at Adelman & Gettleman, Ltd., is the Debtor's
legal counsel. Livingstone Partners LLC serves as the Debtor's
investment bankers.
On December 23, 2019, the Office of the United States Trustee
appointed an official committee of unsecured creditors. The
Committee selected Goldstein & McClintock LLLP as its counsel and
Conway Mackenzie, Inc. as financial advisor.
ARRO CORP: Committee Retains Goldstein & McClintock as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 case of Arro Corporation asks for authorization from the
U.S. Bankruptcy Court for the Northern District of Illinois to
retain Goldstein & McClintock LLLP as counsel.
On December 23, 2019, the Office of the United States Trustee
appointed the Committee as an official committee to represent the
interests of unsecured creditors of the Debtors pursuant to section
1102 of the Bankruptcy Code. On that same day, the Committee
selected Goldstein & McClintock LLLP as its counsel.
The Committee contemplates that Goldstein & McClintock LLLP will
provide the full range of services required to represent the
Committee in the course of this case, including:
a. Advising the Committee on all legal issues as they arise;
b. Representing and advising the Committee regarding the terms
of any sales of assets or plans of reorganization or liquidation,
and assisting the Committee in negotiations with the Debtor and
other parties-in-interest;
c. Investigating the Debtors' assets and pre-bankruptcy
conduct, and investigating the validity, priority and extent of any
liens asserted against the Debtors' assets;
d. Preparing, on behalf of the Committee, all necessary
pleadings, reports, and other papers;
e. Representing and advising the Committee in all proceedings
in this case;
f. Assisting and advising the Committee in its administration;
and
g. Providing other services as are customarily provided by
counsel to a creditors' committee in cases of this kind.
The standard hourly rates for the Goldstein & McClintock LLLP
professionals presently expected to have primary responsibility for
providing services to the Committee are:
Thomas R. Fawkes (Partner) - $495/hour;
Brian J. Jackiw (Partner) - $405/hour; and
Eric Garavaglia (Associate) - $295/hour.
The Committee also has agreed to reimburse Goldstein & McClintock
LLLP or all actual out-of-pocket expenses incurred by the firm on
the Committee's behalf.
To the best of Goldstein & McClintock LLLP's knowledge, the firm
does not hold or represent any interest adverse to the Committee or
the creditors of the estate. Goldstein & McClintock LLLP may,
however, have represented or may currently represent several of the
Debtors' creditors or parties-in-interest in connection with
matters unrelated to this chapter 11 case.
The firm may be reached at:
Thomas R. Fawkes, Esq.
Brian J. Jackiw, Esq.
Goldstein & McClintock LLLP
111 W. Washington St., Suite 1221
Chicago, IL 60602
Tel: (312) 377-7700
Fax: (312) 277-2305
Email: tomf@goldmclaw.com
About Arro Corporation
Arro Corporation -- https://arro.com/ -- provides food contract
manufacturing, processing, logistics and warehousing services. It
offers custom dry, liquid blending, reprocessing, bulk handling and
processing services.
Arro Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-35238) on Dec. 13,
2019. At the time of the filing, the Debtor disclosed assets of
between $10 million and $50 million and liabilities of the same
range. The case has been assigned to Judge Janet S. Baer. Adam P.
Silverman, Esq., at Adelman & Gettleman, Ltd., is the Debtor's
legal counsel. Livingstone Partners LLC serves as the Debtor's
investment bankers.
On December 23, 2019, the Office of the United States Trustee
appointed an official committee of unsecured creditors. The
Committee selected Goldstein & McClintock LLLP as its counsel and
Conway Mackenzie, Inc. as financial advisor.
ARRO CORP: Livingstone Partners Okayed as Investment Bankers
------------------------------------------------------------
Arro Corporation sought and obtained authorization from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Livingstone Partners LLC as its investment bankers.
Livingstone's prior and proposed services to the Debtor include:
a. Analyzing and evaluating the Debtor's business, operations
and financial position;
b. Assisting in the preparation of a comprehensive
information presentation for distribution and presentation to
potential purchasers;
c. Assisting in the development, preparation and
implementation of a marketing plan;
d. Assisting in the screening of interested prospective
purchasers;
e. Identifying and contacting selected prospective purchasers
on the Debtor's behalf;
f. Assisting in coordinating the data from and with potential
purchasers' due diligence investigations;
g. Assisting in evaluating proposals which are received from
potential purchasers;
h. Assisting in structuring and negotiating the Section 363
sale(s);
i. Communicating with the Debtor's representatives,
representatives of any Committee to be appointed, the secured
lenders, and other parties-in-interest, to discuss the proposed
section 363 sale and its financial implications; and
j. Rendering other services as may be agreed upon by
Livingstone in connection with any of the foregoing.
Livingstone's compensation is comprised of three primary
components:
a. A monthly retainer fee of $20,000
b. An Accomplishment Fee to be paid in cash at the closing of
the Transaction equal to 3.25% of the total consideration from all
such Transactions; and
c. Reimbursement of all reasonable out-of-pocket expenses.
No specific hourly rate is indicated by the Debtor for Livingstone.
Joseph Greenwood, a Partner at Livingstone Partners LLC, attests
that Livingstone has no connection with the Debtor, the Debtor's
creditors, any other party-in-interest, their respective attorneys
and accountants, the United States Trustee or any person employed
by the United States Trustee. Based thereon, the Debtor understands
and believes that Livingstone is a disinterested person, as that
term is defined in Section 101(14) of the Code and that it
represents no interests adverse to this estate.
About Arro Corporation
Arro Corporation -- https://arro.com/ -- provides food contract
manufacturing, processing, logistics and warehousing services. It
offers custom dry, liquid blending, reprocessing, bulk handling and
processing services.
Arro Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-35238) on Dec. 13,
2019. At the time of the filing, the Debtor disclosed assets of
between $10 million and $50 million and liabilities of the same
range. The case has been assigned to Judge Janet S. Baer. Adam P.
Silverman, Esq., at Adelman & Gettleman, Ltd., is the Debtor's
legal counsel. Livingstone Partners LLC serves as the Debtor's
investment bankers.
On December 23, 2019, the Office of the United States Trustee
appointed an official committee of unsecured creditors. The
Committee selected Goldstein & McClintock LLLP as its counsel and
Conway Mackenzie, Inc. as financial advisor.
ASPEN CLUB: Taps Ackman-Ziff as Financial Advisor
-------------------------------------------------
The Aspen Club & Spa, LLC and Aspen Club Redevelopment Company, LLC
seek approval from the U.S. Bankruptcy Court for the District of
Colorado to retain Ackman-Ziff Real Estate Group, LLC as their
financial advisor.
Since the filing of the Debtors' Chapter 11 cases, Ackman-Ziff has
assisted them in their efforts to obtain exit financing from EFO
Financial Group, LLC to fund and implement the terms of their
Chapter 11 plan. Under their original agreement, Ackman-Ziff was
entitled to a commission of 1.125 percent for debt obtained by the
Debtors.
On Jan. 8, the Debtors and Ackman-Ziff amended the agreement, under
which they agree to reduce the commission to 0.53 percent.
Additionally, if the bankruptcy plan is confirmed, the Debtors may
continue to use Ackman-Ziff to seek future financing.
Evan Linkner, principal of Ackman-Ziff, disclosed in court filings
that the firm is "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Evan Linkner
Ackman-Ziff Real Estate Group, LLC
711 Third Avenue, 11th Floor
New York, NY 10017
Phone: (212) 697-3333
Email: info@ackmanziff.com
About The Aspen Club & Spa
The Aspen Club & Spa, LLC owns and operates a private membership
club that offers high intensity interval training (HI2T), cardio,
and yoga classes.
Aspen Club & Spa sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 19-14158) on May 16,
2019. At the time of the filing, Aspen Club & Spa had estimated
assets of less than $50,000 and liabilities of between $100 million
and $500 million.
On May 17, 2019, Aspen Club Redevelopment Company, LLC filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 19-bk-14200). Aspen Club
Redevelopment is a wholly-owned subsidiary of Aspen Club & Spa.
Judge Joseph G. Rosania Jr. oversees the cases.
The Debtors tapped Markus Williams Young & Hunsicker LLC as their
legal counsel.
ASPEN LANDSCAPING: Unsecureds to Recover 67% in 5 Years
-------------------------------------------------------
Debtor Aspen Landscaping Contracting, Inc., filed with the U.S.
Bankruptcy Court for the District of New Jersey a chapter 11 plan
of reorganization.
Total general unsecured claims is still being determined in light
of the fact that certain claims are subject to objection and
reclassification, but are anticipated at approximately $750,000.
Holders of general unsecured claims in Class 5 will receive an
estimated distribution of 67 percent. Allowed Class 5 Claims will
be paid a pro rata portion of a $500,000 distribution paid in five
equal installments of $100,000 per year for five years. Payments
may be made quarterly.
All equity interests will be extinguished by the holder thereof on
the Effective Date.
The funds necessary for funding the Plan will be derived from funds
on hand on the Effective Date and from future earnings of the
Debtor. In addition, Maria A. Fuentes shall pay certain new value
in the amount of $500,000 to obtain the Interests in the
Reorganized Debtor. The New Value shall be contributed upon entry
of a final non-appealable Order confirming the Plan of
Reorganization.
A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/upzku3g from PacerMonitor.com at no charge.
The Debtor is represented by:
McMANIMON, SCOTLAND
& BAUMANN, LLC
75 Livingston Avenue, Second Floor
Roseland, New Jersey 07068
(973) 622-1800
Richard D. Trenk, Esq. (rtrenk@msbnj.com)
Robert S. Roglieri, Esq. (rroglieri@msbnj.com)
About Aspen Landscaping Contracting
Aspen Landscaping Contracting, Inc. -- https://www.aspennj.net/
--is a landscaping contractor located in Union, New Jersey serving
commercial and residential clients. The company offers wetland
mitigation, planting, hydroseeding, irrigation, railroad spraying,
tree removal/pruning/clearing, erosion control/soil stabilization,
soil procurement and grading, and landfill work.
Aspen Landscaping Contracting sought Chapter 11 protection (Bankr.
D.N.J. Case No. 19-31885) on Nov. 20, 2019 in Newark, New Jersey.
In the petition was signed by Maria A. Fuentes, president, the
Debtor was listed with total assets at $2,429,468 and total
liabilities at $2,510,983.
Judge Vincent F. Papalia oversees the case.
MCMANIMON, SCOTLAND & BAUMANN, LLC, is the Debtor's counsel. SAX,
LLP, serves as accountant to the Debtor.
BAY TIDE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Bay Tide LC
1134 Timberneck Road
Deltaville, VA 23043
Business Description: Bay Tide LC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)). The Company previously sought
bankruptcy protection on March 7, 2018
(Bankr. E.D. Va. 18-31117).
Chapter 11 Petition Date: January 23, 2020
Court: United States Bankruptcy Court
Eastern District of Virginia
Case No.: 20-30367
Debtor's Counsel: Kevin Funk, Esq.
DURRETTE, ARKEMA, GERSON & GILL PC
1111 East Main Street, 16th Floor
Richmond, VA 23219
Tel: 804-775-6900
Email: kfunk@dagglaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Barry W. Miller, managing member.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://is.gd/xF9kQ5
BLUEMAN LLC: Unsecured Creditors to Recover 25% in Plan
-------------------------------------------------------
BLUEMAN, LLC, filed a Chapter 11 plan that says general unsecured
creditors will receive a distribution of approximately 25% of their
allowed claims.
Unsecured creditors in Class 3 will receive 25% of each allowed
claim, to be paid in quarterly installments over 60 months, with
the first quarterly installment due on April 1, 2020, and with a
final quarterly installment due on Jan. 1, 2025. The Debtor
proposes to make the payments proposed in its Plan from its
continuing operations in providing over-the-road transportation
services in Eastern North Carolina.
The Debtor believes that Allowed General Unsecured Claims total
$240,364. Claimants will be paid equal quarterly installments of
$3,004.56, over five years, with the first quarterly installment
due on April 1, 2020 and the final quarterly installment due on
January 1, 2025.
Secured creditors will receive monthly payments until paid in full
with interest.
The Debtor expects to receive gross monthly receipts in the amount
of $7,200 from Trans King Logistics, LLC for the use of its trucks
and trailers. Trans King averages approximately $58,000 per month
gross income, out of which it pays an average of about $27,000 for
subcontracted drivers, $18,000 for fuel and an average of
approximately $5,800 for repairs and other operating expenses.
Neither Brian Anderson nor his father, Steve Anderson, who is the
owner of Trans King, take any salary of any kind from the operating
profits of Trans King but will pay all net operating income to the
Debtor so that it can make payments under this plan.
A full-text copy of the Disclosure Statement dated Jan. 3, 2020, is
available at https://tinyurl.com/yg5z6q7v from PacerMonitor.com at
no charge.
About Blueman LLC
Blueman, LLC, is an over-the-road transportation services
throughout Eastern North Carolina. It is owned by Brian Anderson.
Blueman, LLC. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.C. Case No. 19-02753) on June 14, 2019. Judge
Joseph N. Callaway oversees the case. The Debtor is represented by
Danny Bradford, Esq.
BORDEN DAIRY: Morris, Sidley Represent 5 Unsecured Claimants
------------------------------------------------------------
In the Chapter 11 cases of Borden Dairy Company, et al., the law
firm of Morris James LLP and Sidley Austin LLP submitted a verified
statement under Rule 2019 of the Federal Rules of Bankruptcy
Procedure, to disclose that they are representing (i) Central
States, Southeast and Southwest Areas Pension Fund; (ii) Tetra Pak,
Inc.; (iii) Packaging Corporation of America; (iv) Silgan White Cap
LLC; and (v) International Brotherhood of Teamsters.
On Jan. 5, 2020, the United States Trustee for Region 3 appointed
the Committee pursuant to Sections 1102(a) and (b) of title 11 of
the United States Code.
The Committee members hold unsecured claims against the Debtors'
estates arising from a variety of obligations, transactions and
relationships, including claims arising from or related to the
Debtors' contract obligations.
As of Jan. 22, 2020, the Committee members and their disclosable
economic interests are:
Central States, Southeast and Southwest Areas Pension Fund
8647 W. Higgins Rd.
Chicago, IL 60631
* Central States holds a general unsecured claim for withdrawal
liability pursuant to 29 U.S.C. Secs. 1381 and 1383 against each
one of the Debtors, jointly and severally, in the estimated amount
of $39,448,570.32.
Tetra Pak, Inc.
3300 Airport Rd.
Denton, TX 7620
* Tetra Pak, Inc. holds general unsecured claims in the amount no
less than $1,932,228.73 arising from its position as a trade
creditor and contract counterparty.
Packaging Corporation of America
1 N. Field Ct,
Lake Forest IL, 60045
* Packaging Corporate of America holds general unsecured claims in
the amount no less than $793,735.89 arising from its position as a
trade creditor and contract counterparty.
Silgan White Cap LLC
1140 31st Street
Downers Grove, IL 60515
* Silgan White Cap LLC Fund holds general unsecured claims in the
amount no less than $492,911.11 arising from its position as a
trade creditor and contract counterparty.
International Brotherhood of Teamsters
25 Louisiana Avenue, N.W.
Washington, D.C. 20001
* The International Brotherhood of Teamsters holds general
unsecured claims in the amount no less than $1,500,000.00 for
accrued but unpaid vacation and other paid-time-off under certain
collective bargaining agreements between the Debtors and the
Debtors' employees, and for outstanding payroll and commissions in
the amount no less than $612,500.00.
Proposed Counsel for the Official Committee of Unsecured Creditors
can be reached at:
MORRIS JAMES LLP
Carl N. Kunz, III, Esq.
Eric J. Monzo, Esq.
Brya M. Keilson, Esq.
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Telephone: (302) 888-6800
Facsimile: (302) 571-1750
E-mail: ckunz@morrisjames.com
emonzo@morrisjames.com
bkeilson@morrisjames.com
SIDLEY AUSTIN LLP
Michael G. Burke, Esq.
787 7th Avenue
New York, NY 10019
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
Email: mgburke@sidley.com
- and -
SIDLEY AUSTIN LLP
Matthew A. Clemente, Esq.
Genevieve G. Weiner, Esq.
Michael Fishel, Esq.
1 South Dearborn Street
Chicago, IL 60603
Telephone: (312) 853-7000
Facsimile: (312) 853-7036
Email: mclemente@sidley.com
gweiner@sidley.com
mfishel@sidley.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/9WM1mg and https://is.gd/CJmkMV
About Borden Dairy
Borden Dairy Company -- http://www.bordendairy.com/-- is a
processor and direct-to-store distributor of fresh fluid milk,
dairy case products and other beverages. It produces and
distributes a wide variety of branded and private label
traditional, flavored and specialty milk, buttermilk, dips and sour
cream, juices, tea, and flavored drinks to mass merchandisers,
educational institutions, food service retailers, grocery stores,
drug stores, convenience stores, food and beverage wholesale
distributors, and retail warehouse club stores across the United
States.
Headquartered in Dallas, Borden Dairy operates 12 milk processing
plants and nearly 100 branches across the U.S. It was founded in
1857 by Gail Borden, Jr.
Borden Dairy and its subsidiaries sought Chapter 11protection
(Bankr. D. Del. Lead Case No. 20-10010) on Jan. 5, 2020.
Judge Christopher S. Sontchi oversees the case.
Borden Dairy was estimated to have $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
The Debtors tapped Arnold & Porter Kaye Scholer LLP as general
bankruptcy counsel; Young Conaway Stargatt & Taylor LLP as special
counsel; and Donlin Recano as the claims agent.
BORDEN DAIRY: Russell R. Johnson III Represents Utility Companies
-----------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Law Firm of Russell R. Johnson III, PLC submitted a verified
statement that it is representing the utility companies in the
Chapter 11 cases of Borden Dairy Company, et al.
The names and addresses of the Utilities represented by the Firm
are:
American Electric Power
Attn: Dwight C. Snowden
American Electric Power
1 Riverside Plaza, 13th Floor
Columbus, Ohio 43215
CenterPoint Energy Services, Inc.
Attn: Timothy Muller, Esq.
Senior Counsel
CenterPoint Energy, Inc.
1111 Louisiana St.
Houston, TX 77002
The Cleveland Electric Illuminating Company
Attn: Kathy M. Hofacre
FirstEnergy Corp.
76 S. Main St., A-GO-15
Akron, OH 44308
Constellation NewEnergy - Gas Division, LLC
Attn: C. Bradley Burton
Credit Analyst
Constellation Energy
1310 Point Street, l2th Floor
Baltimore, MD 21231
Florida Power & Light Company
Attn: Kevin I.C. Donaldson, Esq.
Law Department
700 Universe Blvd.
Juno Beach, FL 33408
Georgia Power Company
Attn: Daundra Fletcher
2500 Patrick Henry Parkway
McDonough, GA 30253
The nature and the amount of claims (interests) of the Utilities,
and the times of acquisition thereof are as follows:
(a) The following Utilities have unsecured claims against the
above-referenced Debtors arising from prepetition utility usage:
American Electric Power, CenterPoint Energy Services, Inc., The
Cleveland Electric Illuminating Company and Constellation NewEnergy
- Gas Division.
(b) Florida Power & Light Company holds a prepetition deposit
that it will recoup against prepetition debt pursuant to Section
366(c)(4) of the Bankruptcy Code.
(c) Georgia Power Company holds a surety bond that it will make a
claim upon for payment of the prepetition debt that the Debtors owe
to Georgia Power Company.
(d) For more information regarding the claims and interests of
the Utilities in these jointly-administered cases, refer to the
Objection of Certain Utility Companies To the Debtor's Motion For
Entry of Interim and Final Orders (I) Approving the Debtor's
Proposed Adequate Assurance of Payment For Future Utility Services,
(II) Prohibiting Utility Companies From Altering, Refusing or
Discontinuing Services, (III) Approving the Debtor's Proposed
Procedures For Resolving Adequate Assurance Requests, and (IV)
Granting Related Relief (Docket No. 116) filed in the
above-captioned, jointly-administered, bankruptcy cases.
The Law Firm of Russell R. Johnson III, PLC was retained to
represent the foregoing Utilities in January 2020. The
circumstances and terms and conditions of employment of the Firm by
the Companies is protected by the attorney-client privilege and
attorney work product doctrine.
The Firm can be reached at:
LAW FIRM OF RUSSELL R. JOHNSON III, PLC
Russell R. Johnson III, Esq.
2258 Wheatlands Drive
Manakin-Sabot, VA 23103
Telephone: (804) 749-8861
Facsimile: (804) 749-8862
E-mail: russell@russelljohnsonlawfirm.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/Oib1bZ
About Borden Dairy
Borden Dairy Company -- http://www.bordendairy.com/-- is a
processor and direct-to-store distributor of fresh fluid milk,
dairy case products and other beverages. It produces and
distributes a wide variety of branded and private label
traditional, flavored and specialty milk, buttermilk, dips and sour
cream, juices, tea, and flavored drinks to mass merchandisers,
educational institutions, food service retailers, grocery stores,
drug stores, convenience stores, food and beverage wholesale
distributors, and retail warehouse club stores across the United
States.
Headquartered in Dallas, Borden Dairy operates 12 milk processing
plants and nearly 100 branches across the U.S. It was founded in
1857 by Gail Borden, Jr.
Borden Dairy and its subsidiaries sought Chapter 11protection
(Bankr. D. Del. Lead Case No. 20-10010) on Jan. 5, 2020.
Judge Christopher S. Sontchi oversees the case.
Borden Dairy was estimated to have $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
The Debtors tapped Arnold & Porter Kaye Scholer LLP as general
bankruptcy counsel; Young Conaway Stargatt & Taylor LLP as special
counsel; and Donlin Recano as the claims agent.
BOSTON EAST BRUNSWICK: Case Summary & 15 Unsecured Creditors
------------------------------------------------------------
Debtor: Boston East Brunswick Holdings LLC
DBA Coast Bar + Bistro
DBA The Daniel Hotel
DBA 10 Water Restaurant
DBA Captain Daniel Stone Inn
10 Water Street
Brunswick, ME 04011
Business Description: Boston East Brunswick Holdings LLC --
https://www.thedanielhotel.com/ -- is a
Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)). It
operates in the hotels and motels
industry.
Chapter 11 Petition Date: January 22, 2020
Court: United States Bankruptcy Court
District of Masachussetts
Case No.: 20-40107
Debtor's Counsel: Anthony Bistany, Esq.
LAW OFFICES OF ANTHONY BISTANY
10 Main Street, Ste L12
Andover, MA 01810
Tel: 978-9020-661
E-mail: tonybistany@gmail.com
Total Assets: $3,666,985
Total Liabilities: $2,241,018
The petition was signed by Abhijit Das, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at PacerMonitor.com at:
https://is.gd/dpZVmX
BUFORD ELECTRIC: Feb. 11, 2020 Plan Confirmation Hearing Set
------------------------------------------------------------
On Dec. 30, 2019, Debtor Buford Electric, LLC filed with the U.S.
Bankruptcy Court for the Eastern District of North Carolina,
Fayetteville Division, a disclosure statement.
On Dec. 31, 2019, Judge Joseph N. Callaway conditionally approved
the disclosure statement and established the following dates and
deadlines:
* Feb. 6, 2020, is fixed as the last day for filing and serving
in accordance with Rule 3017(a), Federal Rules of Bankruptcy
Procedure, written objections to the disclosure statement.
* Feb. 11, 2020, at 10:30 a.m. at the Randy D. Doub United States
Courthouse, 2nd Floor Courtroom, 150 Reade Circle, Greenville, NC
27858 is the hearing on confirmation of the Plan.
* Feb. 6, 2020, is fixed as the last day for filing written
acceptances or rejections of the plan.
* Feb. 6, 2020, is fixed as the last day for filing and serving
written objections to confirmation of the plan.
A full-text copy of the order is available at
https://tinyurl.com/yevcvcpg from PacerMonitor.com at no charge.
About Buford Electric
Buford Electric, LLC, an electrical company in Fayetteville, N.C.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.C. Case No. 19-03901) on Aug. 24, 2019. At the time of the
filing, the Debtor was estimated to have assets of less than
$50,000 and liabilities of between $1 million and $10 million. The
case is assigned to Judge Joseph N. Callaway. The Debtor is
represented by Travis Sasser, Esq., at Sasser Law Firm.
C & F STURM: Unsec. Creditors Projected to Get 100% in Sale Plan
----------------------------------------------------------------
Debtor C & F Sturm, LLC, filed with the U.S. Bankruptcy Court for
the Central District of California, Los Angeles Division, a chapter
11 plan of liquidation.
The Disclosure Statement clarifies that the Plan is a combination
of both a liquidating and reorganizing plan. The Debtor seeks to
pay all Holders of Claims in full through the Plan by using funds
received from the sale of its real property. The Debtor seeks to
establish the Effective Date as June 1, 2020.
The Plan provides that All Allowed Claims will be paid in full upon
the completed sale of the Subject Property. This is after the
payment of the projected Statutory Fees, Professional Fee Claims,
Capital Gains taxes and the Cost of Sale. This projected payout
will pay 100% of the Unsecured Claims.
Class 6: General Unsecured Claims includes all allowed unsecured
claims. Each member of Class 6(b) shall then be paid in full
starting on the Effective Date for a total percentage of 100% of
their claims. The largest claimant in this Class is Palco. Palco as
of the date of the Plan and Disclosure Statement has yet to file a
proof of claim. Palco’s claim in Debtor’s Schedule F is zero.
The Managing Member according to the Settlement is entitled to the
Settlement Amount and is charged with paying all the costs
associated with the Subject Property outside of the Costs of Sale.
After the Settlement Amount is paid, there is a Settlement Surplus.
Palco and the Managing Member are each entitled to 50% of the
Settlement Surplus. The Costs of Sale is to be divided between the
Managing Member and Palco according to the percentage of the Sales
Price received. The percentage of sales price received for the
Managing Member is (50% of the Settlement Surplus) plus (Settlement
Amount) divided by the Sales Price.
The Settlement by its own terms contemplated that the Subject
Property would be sold at less than MSP as is also evident by the
fact that the listing amount had been changed from the original
amount of $2,600,000 to $2,100,000. The Settlement discusses
distributions on various sales prices such as $2,000,000.
Therefore, the MSP is not a mandatory term as the Settlement
contemplates the reality of the real market. As such, since the
Plan does not propose to modify Palco’s rights but rather pay it
in accordance with the agreed upon distribution from the Settlement
Surplus, and the other General Unsecured Claims are unimpaired,
this class has no voting rights.
The Debtor will distribute the entire amount of the Sales Price and
at least the Listing Price on the Effective Date.
A full-text copy of the disclosure statement dated December 31,
2019, is available at https://tinyurl.com/ygmjhpes from
PacerMonitor.com at no charge.
The Debtor is represented by:
Stella Havkin
David Jacob
Havkin & Shrago Attorneys at Law
5950 Canoga Avenue, Suite 400
Woodland Hills, California 90040
Telephone: (818) 999-1568
Facsimile: (818) 305-6040
E-mail: stella@havkinandshrago.com
About C & F Sturm
C & F Sturm LLC classifies its business as single asset real estate
(as defined in 11 U.S.C. Single 101(51B)). It is the 100 percent
owner of property lots 511 and 515 in Las Vegas Blvd., Las Vegas,
with an appraised value of $1.5 million.
C & F Sturm sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 19-21593) on Oct. 1, 2019. At the
time of the filing, the Debtor disclosed $1,500,500 in assets and
$126,488 in liabilities The case is assigned to Judge Ernest M.
Robles. The Debtor is represented by Stella A. Havkin, Esq., at
Havkin & Shrago Attorneys at Law.
CASTLE INTERMEDIATE: S&P Downgrades ICR to 'B-'; Outlook Stable
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Castle
Intermediate Holding V Ltd. (doing business as Cision Ltd.) to 'B-'
from 'B'.
Cision is upsizing its proposed first-lien term loan B by $200
million, which will increase the aggregate amount to $1.75 billion
(USD$1.2 billion & USD$550 million in Euro equivalent). This will
expand the company's leverage beyond S&P's 7.0x downgrade threshold
for the 'B' rating over the next 24 months.
Meanwhile, S&P lowered its issue-level rating on the company's
proposed $1.9 billion first-lien facility (comprising a $1.75
billion term loan B and a $150 million revolving credit facility)
to 'B-' from 'B'. The '3' recovery rating remains unchanged.
The downgrade reflects S&P's view that the $200 million of
incremental debt the company is adding to its proposed first-lien
facility will elevate its adjusted leverage above the rating
agency's 7.0x downgrade threshold for the 'B' rating over the next
24 months. Pro forma for the additional debt, Cision's adjusted
leverage would be about 9.2x as of Sept. 30, 2019, on a rolling
12-month basis. The incremental debt will replace the same amount
of previously proposed sponsor equity that was to be provided by
Platinum Equity.
The stable outlook on Cision reflects S&P's view that the company's
adjusted leverage will remain elevated at more than 8.0x while its
FOCF to debt stays above 3% over the next 12 months. The stable
outlook also incorporates the rating agency's forecast that the
company's revenue and EBITDA will grow by at least the mid to
high-single digit percent area in 2020 and 2021.
"We could lower our rating on Cision if it is unable to achieve its
planned cost and revenue synergies such that its revenue and EBITDA
growth decline below our mid- to high-single-digit percent
forecast. Under this scenario, we would expect the company's FOCF
to debt to decline below 3% on a sustained basis, likely resulting
in a deterioration in its liquidity that could adversely affect its
ability to meet its fixed charges," S&P said.
"Although unlikely over the next 12 months, we could raise our
rating on Cision if its adjusted leverage declines and remains
below 7.0x through successful recognition of planned synergies and
organic revenue growth. Given its financial-sponsor ownership, we
would also require the company to commit to maintain a less
aggressive financial policy, including maintaining adjusted
leverage below our 7.0x threshold for the rating," the rating
agency said.
CELLA III: Feb. 27 Hearing for Approval of Disclosure Statement
---------------------------------------------------------------
The hearing to consider approval of the disclosure statement filed
by Cella III, LLC will be held before Jerry A. Brown, Bankruptcy
Judge, in Courtroom B-705, Hale Boggs Federal Building, 500 Poydras
Street, New Orleans, Louisiana on Thursday, Feb. 27, 2020 at 2:00
p.m.
Feb. 20, 2020 is fixed as the last day for filing written
objections to the disclosure statement and for serving same.
Counsel for the Debtor:
Leo D. Congeni
The Congeni Law Firm
650 Poydras Street, Suite 2750
New Orleans, LA 70130
Tel: (504) 522-4848
About Cella III LLC
Cella III, LLC, a company based in Metairie, La., filed a Chapter
11 petition (Bankr. E.D. La. Case No. 19-11528) on June 5, 2019.
In the petition signed by George A. Cella, III, member and manager,
the Debtor was estimated to have $10 million to $50 million in
assets and $1 million to $10 million in liabilities.
The Hon. Jerry A. Brown oversees the case.
The Debtor tapped Congeni Law Firm, LLC as bankruptcy counsel;
Sternberg, Naccari & White, LLC as special counsel; and Patrick J.
Gros, CPA, APAC as accountant.
CENTENNIAL HOTEL: Has Final OK to Use Wells Fargo Cash Collateral
-----------------------------------------------------------------
Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the
District of Colorado authorized Centennial Hotel, LLC to use cash
collateral in which Wells Fargo Bank, N.A. has an interest in
accordance with the Stipulated Final Order..
Prepetition, the Debtor executed a Promissory Note in favor of
Wells Fargo Bank, N.A. for a loan in the original amount of
$1,806,000. The balance due on the Note is now approximately
$1,444,664.
As adequate protection of Wells Fargo's interest in cash
collateral:
(i) The Debtor will provide Wells Fargo with a post-petition
lien on all post-petition accounts, post-petition property and
income derived from the operation of the business and assets, to
the extent that the use of the cash results in a decrease in the
value of secured creditors' interest in the collateral. All
replacement liens will hold the same relative priority to assets as
did the prepetition liens.
(ii) On or before the first day of each month, the Debtor will
make adequate protection payments to Wells Fargo in the amount of
$4,600.
(iii) The Debtor will keep the Wells Fargo's collateral fully
insured.
(iv) The Debtor will provide Wells Fargo with a complete
accounting, on a monthly basis, of all revenue, expenditures, and
collections through the filing of Debtor's Monthly Operating
Reports.
(v) The Debtor will maintain in good repair all of Wells
Fargo's collateral.
About Centennial Hotel
Centennial Hotel, LLC, a privately held company in the hotel and
motel business, filed its voluntary Chapter 11 petition (Bankr. D.
Colo. Case No. 19-20694) on Dec. 17, 2019. In the petition signed
by Gregory G. Fulton, managing member of GGF, LLC, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities. Lee M. Kutner, Esq. at Kutner Brinen, P.C., is the
Debtor's legal counsel.
CENTENNIAL HOTEL: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee on Jan. 21, 2020, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Centennial Hotel, LLC.
About Centennial Hotel
Centennial Hotel, LLC, a privately held company in the hotel and
motel business, filed its voluntary Chapter 11 petition (Bankr. D.
Colo. Case No. 19-20694) on Dec. 17, 2019. In the petition signed
by Gregory G. Fulton, managing member of GGF, LLC, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
Judge Thomas B. Mcnamara oversees the case. The Debtor tapped
Kutner Brinen, P.C., as its legal counsel, and John A. Hammerland,
Jr., as its accountant.
CENTER OF ORLANDO: Order To Show Cause Why PCO Is Not Necessary
---------------------------------------------------------------
Center of Orlando for Women, LLC, filed a voluntary petition on
Dec. 18, 2019, indicating the Debtor is a health care business. 11
U.S.C. Sec. 333(a)(1) provides that the Court shall appoint an
ombudsman not later than 30 days after the commencement of the
case.
Accordingly it is ordered that:
1. The Debtor and the United States Trustee shall appear before
the Court on Feb. 12, 2020, at 2:00 p.m. in Courtroom 6A, 6th
Floor, George C. Young Courthouse, 400 West Washington Street,
Orlando, FL 32801 to show cause why a Patient Care Ombudsman should
not be appointed.
2. The hearing may be canceled by the filing of a consent to no
Ombudsman being necessary by the Debtor and United States Trustee.
A full-text copy of the Order is available at
https://tinyurl.com/ygnayoy2 from PacerMonitor.com at no charge.
About Center of Orlando for Women
Based in Orlando, Florida, Center of Orlando for Women, LLC, sought
Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-08241) on Dec.
18, 2019, disclosing less than $1 million in both assets and
liabilities. BRANSONLAW, PLLC, led by Jeffrey S. Ainsworth, Esq.,
is the Debtor's counsel.
CENTURY IOWA MOTELS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The Office of the U.S. Trustee on Jan. 21, 2020, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Century Iowa Motels LLC.
About Century Iowa Motels
Century Iowa Motels, LLC, doing business as Ramada Tropics Resort &
Conference Center, is a hotel located at 5000 Merle Hay Rd in Des
Moines, IA.
Century Iowa Motels sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.S.D. Case No. 19-50207) on Dec. 1, 2019.
The petition was signed by Michael Wieseler, member. At the time
of filing, the Debtor disclosed $15,467,481 in assets and
$18,755,072 in debt. Judge Charles L. Nail Jr. oversees the case.
The Debtor is represented by Robert L. Meadors, Esq., at Brende &
Meadors, LLP.
CHILDREN FIRST: Court Rules Ombudsman Unnecessary
-------------------------------------------------
Children First Consultants Inc., filed a motion for entry of an
order determining that it is not a health care business and, in the
alternative, if it is found to be a Health Care Business, the
appointment of an ombudsman is unnecessary.
Having considered the information contained in the Motion, taking
judicial notice of the entire contents of the Court file, noting
the agreement of the United States Trustee and based upon the
specific facts and circumstances of this Debtor, and finding good
cause, Judge Robert A. Mark ordered that:
1. The Motion is granted.
2. The appointment of a Patient Care Ombudsman to monitor the
quality of care and to represent the interests of the clients of
the Debtor is not necessary at this time.
3. In the event of any change that would indicate, or give rise
to the need for a Patient Care Ombudsman, including, without
limitation, any change in operations, any change in the status of
the professional license of the Debtor's employees or independent
contractors, including any disciplinary action or administrative
proceeding against such license; any change in the status of the
professional malpractice insurance of the Debtor's employees or
independent contractors; any change in the status of any relevant
permits issued by any state or regulatory agency to the Debtor; and
any change in the manner client records are maintained and
safeguarded, the Debtor must notify the United States Trustee. The
Debtor must also notify the United States Trustee of any suits for
malpractice or for matters related to the Services rendered to
clients that are filed against the Debtor or its employees and
independent contractors.
4. The Order is without prejudice to the right of any interested
party to seek the appointment of a Patient Care Ombudsman at a
later time should circumstances arise that warrant the basis for
the appointment.
Counsel for the Debtor:
Nicole Grimal Helmstetter
Agentis PLLC
55 Alhambra Plaza, Suite 800
Coral Gables, Florida 33134
Tel: 305.722.2002
Web site: http://www.agentislaw.com/
E-mail: ngh@agentislaw.com
A full-text copy of order is available at
https://tinyurl.com/yhnn84p9 from PacerMonitor.com at no
charge.
About Children First Consultants
Children First Consultants Inc., a mental health services provider
in Miami, Fla., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-25286) on Nov. 13,
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 Robert A. Mark. The
Debtor is represented by Agentis PLLC.
CHIMNEY HILL: Seeks to Hire Friedman, Shenson as Legal Counsel
--------------------------------------------------------------
Chimney Hill Properties Ltd seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Friedman Law
Group, P.C. and Shenson Law Group PC as its legal counsel.
The firms will provide services in connection with the Debtor's
Chapter 11 case, which include legal advice regarding its rights
and responsibilities under the Bankruptcy Code; the preparation of
a bankruptcy plan and pleadings to approve any contemplated sale of
its assets; solicitation of acceptances for the plan; and
representation of the Debtor in contested matters involving
bankruptcy law.
The rates for Friedman Law Group attorneys range from $420 $600 per
hour. The firm's paralegals charge an hourly fee of $175.
Meanwhile, the rates for Shenson Law Group attorneys and paralegals
range from $225 to $695 per hour.
The Debtor has agreed to pay $60,000 to the firms as a retainer.
J. Bennett Friedman, Esq., at Friedman Law Group, and Jonathan
Shenson, Esq., at Shenson Law Group, disclosed in court filings
that the firms and their attorneys are "disinterested persons" who
do not hold nor represent an interest adverse to the Debtor's
estate.
The firms can be reached through:
J. Bennett Friedman, Esq.
Friedman Law Group, P.C.
1901 Avenue of the Stars, Suite 1000
Los Angeles, CA 90067
Telephone: 310-552-8210
Facsimile: 310-733-5442
Email: jfriedman@flg-law.com
Jonathan S. Shenson, Esq.
Shenson Law Group PC
1901 Avenue of the Stars, Suite 1000
Los Angeles, CA 90067
Phone: 310-400-5858
Fax: 424-251-8361
E-mail: jshenson@shensonlawgroup.com
About Chimney Hill Properties
Chimney Hill Properties, Ltd, is a privately held real estate
company based in Beverly Hills, Calif. Its principal asset is a
luxury parcel of real property located at 1013 North Beverly
Drive.
Chimney Hill Properties sought Chapter 11 protection (Bankr. C.D.
Cal. Case No. 19-24257) on Dec. 5, 2019. At the time of the
filing, the Debtor disclosed assets of between $10 million and $50
million and liabilities of the same range.
Judge Vincent P. Zurzolo oversees the case. The Debtors are
represented by Friedman Law Group, P.C. and Shenson Law Group PC.
COOL CONCEPTS: Court Approves Disclosure Statement
--------------------------------------------------
On Dec. 26, 2019, Judge Mike K. Nakagawa of the U.S. Bankruptcy
Court for the District of Nevada entered findings of fact,
conclusions of law, and an order order approving confirming the
Chapter 11 Plan of Reorganization filed by debtor Cool Concepts,
Inc.
The judge earlier approved the explanatory Disclosure Statement.
Ballots of Holders of Claims entitled to vote on the Plan were
approved and properly solicited and tabulated in accordance with
the Disclosure Statement Order. The Holders of all Claims/Equity
Interests voting in Class 3, 4 and 5 have accepted the Plan.
The Debtor has disclosed Terence Tarver and Norman Lourenco, Jr.
shall serve as managers of the Reorganized Debtor
post-confirmation. Utilizing Mr. Tarver and Mr. Lourenco as the
management for the Reorganized Debtor is consistent with the
interests of the creditors and with equity security holders and is
consistent with public policy.
As reported in the Troubled Company Reporter, Cool Concepts, Inc.,
has a Chapter 11 plan that projects a 17 percent dividend for
general unsecured creditors. The Debtor will continue to operate
its business in the ordinary course, following confirmation of the
Plan, depositing $36,000
annually into the Creditor Fund to ensure sufficient capital is
available to make each Annual Payment contemplated by the Plan.
Secured creditors (Class 2) will continue to be paid in accordance
with their respective contracts with the Debtor. Unsecured
claimants (Class 3 and Class 4) will be paid a pro rata portion of
the allowed amount of their claims on the Effective Date of the
Plan or when such claim becomes allowed, whichever is later, and
continue to be paid a pro rata portion of the allowed amount of
their Claims on an annual basis for three years from the First
Payment date. Holders of equity interests (Class 5) will not be
entitled to receive or retain any of their interests in such
equity
A full-text copy of the Disclosure Statement dated Oct. 30, 2019,
is available at https://tinyurl.com/y3n7qcjr from PacerMonitor.com
at no charge.
A full-text copy of the Disclosure Statement Approval Order dated
Dec. 31, 2019, is available at https://tinyurl.com/yz54tf5y from
PacerMonitor.com at no charge.
A full-text copy of the Order Confirming the Plan is available at
https://tinyurl.com/yx6y4gg2
The Debtor is represented by:
Ryan J. Works, Esq.
Amanda M. Perach, Esq.
McDONALD CARANO LLP
2300 West Sahara Avenue, Suite 1200
Las Vegas, Nevada 89102
Telephone: (702) 873-4100
Facsimile: (702) 873-9966
E-mail: rworks@mcdonaldcarano.com
aperach@mcdonaldcarano.com
About Cool Concepts
Founded in 2002, Cool Concepts -- https://www.coolconceptsusa.com/
-- provides HVAC services to commercial and residential clients.
The Company also offers expert maintenance checks as well as
repairs. Cool Concepts is headquartered in Las Vegas, Nevada.
Cool Concepts, Inc., filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 19-10595) on Jan. 31, 2019. In the petition signed by
Terence T. Tarver, president, the Debtor disclosed $1,134,210 in
assets and $1,244,054 in liabilities. The Hon. Mike K. Nakagawa
oversees the case. McDonald Carano Wilson, serves as bankruptcy
counsel to the Debtor.
COOL HOLDINGS: Common Stock Will be Delisted from Nasdaq
--------------------------------------------------------
The Nasdaq Stock Market, LLC, has determined to remove from listing
the common stock of Cool Holdings, Inc., effective at the opening
of the trading session on Jan. 27, 2020.
Based on review of information provided by the Company, Nasdaq
Staff determined that the Company no longer qualified for listing
on the Exchange pursuant to Listing Rule 5550(b).
The Company was notified of the Staff determination on Oct. 1,
2019. The Company appealed the determination to a Hearing Panel on
Oct. 8, 2019. On Nov. 5, 2019, the Company infomed of its decision
to withdraw its appeal before a decision was rendered by the Panel.
The Listing Council did not call the matter for review. The Staff
determination to delist the Company became final on Dec. 23, 2019.
About Cool Holdings
Cool Holdings, Inc., formerly known as InfoSonics Corporation --
http://www.coolholdings.com/-- is a Miami-based company currently
comprised of Simply Mac and OneClick, two chains of retail stores
and an authorized reseller under the Apple Premier Partner, APR
(Apple Premium Reseller) and AAR MB (Apple Authorized Reseller
Mono-Brand) programs and Cooltech Distribution, an authorized
distributor to the OneClick stores and other resellers of Apple
products and other high-profile consumer electronic brands.
Cool Holdings reported a net loss of $27.27 million for the year
ended Dec. 31, 2018, compared to a net loss of $7.54 million for
the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company
had $29.57 million in total assets, $41.07 million in total
liabilities, and a total stockholders' deficit of $11.50 million.
Kaufman, Rossin & Co., P.A., in Miami, Florida, the Company's
auditor since 2018, 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, citing that
the Company's significant operating losses raise substantial doubt
about its ability to continue as a going concern.
COOL HOLDINGS: GameStop Issues Default Notice on $8.1-Mil. Note
---------------------------------------------------------------
Cool Holdings, Inc., received on Jan. 15, 2020, a notice of default
of its obligations under a promissory note, reimbursement and
indemnification agreement and security agreement, between the
Company and GameStop Corp., dated Sept. 26, 2019.
As a result of the Default, GameStop provided notice to the Company
that it was exercising its right under the Promissory Note to
declare the entire unpaid balance of all obligations thereunder to
be immediately due and payable. As a result of the acceleration, a
total of $8,132,315, representing the principal amount of the
Promissory Note and interest accrued thereon through Jan. 9, 2020,
is immediately due and payable by the Company. Interest will
continue to accrue, pursuant to the terms of the Promissory Note,
until the amount due thereunder has been paid in full.
The Company, working through its professional consultants retained
on Dec. 30, 2019, is currently in negotiations with GameStop to
finalize an approach to resolve the Company's obligations arising
from the acceleration.
About Cool Holdings
Cool Holdings, Inc., formerly known as InfoSonics Corporation --
http://www.coolholdings.com/-- is a Miami-based company currently
comprised of Simply Mac and OneClick, two chains of retail stores
and an authorized reseller under the Apple Premier Partner, APR
(Apple Premium Reseller) and AAR MB (Apple Authorized Reseller
Mono-Brand) programs and Cooltech Distribution, an authorized
distributor to the OneClick stores and other resellers of Apple
products and other high-profile consumer electronic brands.
Cool Holdings reported a net loss of $27.27 million for the year
ended Dec. 31, 2018, compared to a net loss of $7.54 million for
the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company
had $29.57 million in total assets, $41.07 million in total
liabilities, and a total stockholders' deficit of $11.50 million.
Kaufman, Rossin & Co., P.A., in Miami, Florida, the Company's
auditor since 2018, 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, citing that
the Company's significant operating losses raise substantial doubt
about its ability to continue as a going concern.
CORAL POINTE: Unsecureds to Get 100% in 36 Months
-------------------------------------------------
Condominium unit owner Coral Pointe 604, LLC, has a Chapter 11 plan
that says it will return 100 cents on the dollar to unsecured
creditors in 3 years.
The Plan provides that:
* Class 2 - Secured Claim of Coral Pointe of Miami Condo Assoc.
IMPAIRED. Claim $1098.80. Retains Lien. Paid in two installments of
$549.40.
* Class 3 - Secured Claim of The secured claim of U.S. Bank
National Association. IMPAIRED. Claim $386,610.24. Bank Retains
lien. Debtor will pay allowed secured claim $275,000 30 year
amortization. $1086.58 month
* Class 4 - General Unsecured Creditors. IMPAIRED. Claim $9,000.
Paid in equal monthly installments 36 months at $250 per month.
* Class 5 - Equity Security Holders of the Debtor. IMPAIRED.
Equity holders will keep memberships for new value paid in this
case.
Payments and distributions under the Plan will be funded Laurnt
Benzaquen and affiliates and rent income.
A full-text copy of the Amended Disclosure Statement dated Jan. 6,
2020, is available at https://tinyurl.com/yzrkcn54 from
PacerMonitor.com at no charge.
About Coral Pointe 604
Coral Pointe 604, LLC, owns a condo unit at Coral Pointe, at 1690
SW 27 Ae. Unit 604, Miami, Florida, rented for $1,600 per monthand
valued at $175,000.
Based in Miami Beach, Florida, Coral Pointe 604, LLC, filed a
voluntary petition under Chapter 11 of the US Bankruptcy Code (S.D.
Fla. Case No. 18-23013) on Oct. 19, 2018, estimating less than $1
million in assets and liabilities. Joel M. Aresty, Esq., serves as
counsel to the Debtor.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
CORALREEF PRODUCTIONS: Amends Plan & Disclosures
------------------------------------------------
Coralreef Productions, Inc. d/b/a Nine9, filed a an Amended
Combined Plan of Reorganization and Disclosure Statement to provide
more details of claims filed in the case. The Amended Plan does
not alter the treatment of the classes of claims.
Class I consists of the Allowed Secured Claim of the IRS. On Dec.
10, 2019, the IRS filed a proof of claim, which stated that: (a) it
had an aggregate claim of $1,243,017.40, composed of: (i) a secured
claim for $698,383.26, and (ii) an unsecured claim of $544,634.14,
of which $501,718.79 was entitled to priority under Sec. 507(a)(8),
and (b) the applicable annual interest rate was 5% (the "IRS POC").
The Debtor neither agrees to nor adopts the amounts in the IRS POC
or their characterization. The Debtor anticipates that it will
make 54 equal monthly payments of $21,900 to the IRS, beginning in
June of 2020 and ending in November of 2024. These payments total
$1,182,600 and have a present value, if discounted at 5%, of
$1,064,813.07.
Class IV consists of Creditors who hold Allowed Claims of $2,000 or
less and any Unsecured Creditor who exercises its right to reduce
its claim to $2,000. Under the Plan, the Debtor will pay 25% of
such Claims on or before 4 months of the Effective Date. As of the
Petition Date, the only Unsecured Creditors holding Claims of
$2,000 or less were: (a) Packet Express for $1,200.00; (b) Steve
Seneker for $960; (c) Waste Connections for $1,407, and (d) Waste
Management for $496.
In addition, as of the Petition Date, the following Unsecured
Creditors held Claims in amounts just over $2,000: (a) 777 Leesburg
Pike, LLC for $2,090, (b) Docusign for $2,200; and (c) Douglas
Emmett 2008, LLC for $2,148. The Debtor anticipates that each of
these claimants will exercise their right to reduce their claims to
$2,000.
The members of Class 4 will receive a one-time payment equal to
25% of their Allowed Claim on or before four months after the
Effective Date
Class V consists of Unsecured Creditors with Allowed Unsecured
Claims are greater than $2,000 and who are not otherwise classified
in the Plan. This is composed of approximately 35 claimants and
together they hold claims of approximately $824,000. Unsecured
Creditors with allowed claims in Class V will receive a pro rata
portion of 50% (the "Unsecured Dividend") of the Debtor's NOI over
a period of five years, which be paid by the Debtor on or by 60
days after the end of the Debtor's calendar year (i.e. Dec. 31st).
Each member of this Class shall continue to receive the Unsecured
Dividend until the earlier of (i) the completion of the fifth
fiscal year after Confirmation of the Plan, or (ii) the Allowed
Claim has been paid in full.
A full-text copy of the Amended Combined Plan of Reorganization
and Disclosure Statement dated Jan. 6, 2020, is available at
https://tinyurl.com/yz5avhee from PacerMonitor.com at no charge.
Attorneys for the Debtor:
MICHAEL E. BAUM
LEON N. MAYER
SCHAFER AND WEINER, PLLC
40950 Woodward Avenue, Suite 100
Bloomfield Hills, MI 48304
Tel: (248) 540-3340
E-mail: mbaum@schaferandweiner.com
lmayer@schaferandweiner.com
About Coralreef Productions
Coralreef Productions, Inc., d/b/a Nine9, d/b/a Nine9 the Unagency,
d/b/a One Source Talent -- https://nine9.com -- is a casting agency
that helps models and actors advance their careers in the
entertainment industry. The opportunities range from television,
film, commercial, music video, runway, print, and promotional
castings and gigs.
The company filed a Chapter 11 petition (Bankr. E.D. Mich. Case No.
19-56749) on Nov. 26, 2019 in Detroit, Michigan. In the petition
signed by Anthony Toma, president, the Debtor estimated between
$100,000 and $500,000 in assets, and between $1 million and $10
million in liabilities. Judge Thomas J. Tucker is assigned to the
case. Schafer and Weiner, PLLC is the Debtor's counsel.
COUNTRY MORNING FARMS: Port Adequate Protection Payment Okayed
--------------------------------------------------------------
Country Morning Farms, Inc., and Country Morning Farms Cattle, LLC
asked the U.S. Bankruptcy Court for the Eastern District of
Washington for an amendment of the Final Order authorizing the use
of cash collateral in order to provide adequate protection payments
to the Port District No. 8 of Grant County.
Bankruptcy Judge Frederick P. Corbit issued an order amending the
Final Order authorizing the Debtors to cure the post-petition
payment default to the Port in the amount of $6,000 for attorney's
fees and $6,000 for late fees for a total of $12,000.
As adequate protection payments for the real property legally
described as Parcel D of Lots 1, 5 & 8 Port of Warden Industrial
Park No. 3 Commercial Binding Site Plan, Grant County, Washington,
the Debtors will resume making regular monthly payments to the Port
in the amount of $2,567.40, as set forth in the Real Estate
Contract, until the Plan of Reorganization is confirmed and becomes
effective.
In addition, the Debtors will insure the collateral in the manner
and amounts required by the Real Estate Contract, and comply with
all non-financial terms and conditions of the Real Estate Contract.
About Country Morning Farms
Country Morning Farms, Inc. is a privately held company in the
cattle ranching and farming business. Country Morning Farms grows
its own feeds, milk its own cows, and delivers fresh dairy products
to its customers.
Country Morning Farms filed a Chapter 11 petition (Bankr. E.D.
Wash. Case No. 19-00478) on March 1, 2019. The petition was signed
by Robert Gilbert, vice president. The case is assigned to Judge
Frederick P. Corbit. The Debtor is represented by siam L. Hames,
Esq. at Hames, Anderson, Whitlow & O'Leary. At the time of filing,
the Debtor disclosed $6,421,269 in assets and $10,586,970 in
liabilities.
Gregory Garvin, acting U.S. trustee for Region 18, on April 2,
2019, appointed two creditors to serve on an official committee of
unsecured creditors.
DANCEL LLC: Feb. 4, 2020 Disclosure Statement Hearing Set
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona having been
advised that Debtor Dancel, LLC has filed a disclosure statement
and plan of reorganization. On Dec. 31, 2019, Judge Scott H. Gan
ordered that:
* Feb. 4, 2020, at 2:45 p.m. is the hearing to consider the
approval of the disclosure statement.
* Jan. 28, 2020, is the deadline to file a written objection to
the approval of the disclosure statement.
* Unless otherwise ordered by the Court, the conclusion of the
Disclosure Statement Hearing is the deadline for a secured creditor
to make a written election to have its claim treated pursuant to
Bankruptcy Code Section 1111(b)(2).
A full-text copy of the Order is available at
https://tinyurl.com/wkdjkrb from PacerMonitor.com at no charge.
About Dancel L.L.C.
Dancel, L.L.C., owns and operates restaurants with multiple
locations in Bernalillo County, N.M. Dancel filed a voluntary
Chapter 11 petition (Bankr. D. Ariz. Case No. 19-10446) on August
20, 2019. In the petition signed by Laura Olguin, manager, the
Debtor was estimated to have $500,000 to $1 million in assets and
$1 million to $10 million in liabilities. The case is assigned to
Judge Scott H. Gan. Charles R. Hyde, Esq., at The Law Offices of
C.R. Hyde, PLC, serves as the Debtor's counsel.
DESTINY SPRINGS: Goodman Named Ombudsman for Debtor's Patients
--------------------------------------------------------------
On Dec. 19, 2019, the Court directed the United States Trustee for
the District of Arizona to appoint a patient care ombudsman in the
Chapter 11 case of Destiny Springs Healthcare, LLC.
The U.S. Trustee has appointed of Susan N. Goodman as patient care
ombudsman for the Debtor's patients. To the best of her knowledge,
Ms. Goodman has no connections with the Debtor, creditors, any
other parties in interest, their respective attorneys and
accountants, the U.S. Trustee, and persons employed in the Office
of the U.S. Trustee.
The Patient Care Ombudsman will perform the following:
(a) monitor the quality of patient care provided to patients of
the Debtor, to the extent necessary under the circumstances,
including interviewing patients and physicians;
(b) file a written report with the Court by Monday, January 6,
2020, but may have an extension until Friday, January 10, 2020 if
necessary to file the report regarding the quality of patient care
provided to patients of the Debtor;
(c) attend the Status Conference scheduled for Tuesday, January
14, 2020 at 11:00 am either in person or by telephone to provide
further detail and answer questions of the Court regarding the
quality of patient care provided to patients of the Debtor;
(d) 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 Debtors; and
(e) if such ombudsman determines that the quality of patient
care provided to patients of the Debtors 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.
The PCO can be reached at:
Susan N. Goodman, RN JD
Pivot Health Law, LLC
P.O. Box 69734
Oro Valley, Arizona 85737
Tel: 520.744.7061
E-mail: sgoodman@pivothealthaz.com
A full-text copy of the application is available at
https://tinyurl.com/vuypo5q from PacerMonitor.com at no charge.
About Destiny Springs
Destiny Springs Healthcare, LLC, owns and operates a behavioral
healthcare facility. Destiny Springs is a 90-bed, 67,566
square-foot facility located at 17300 N. Dysart Road in Surprise,
Arizona that provides both inpatient and outpatient treatment for
adolescents, adults and geriatric patients.
Destiny Springs sought Chapter 11 protection (Bankr. D. Ariz. Case
No. 19-15702) on Dec. 15, 2019. In the petition signed by Dr.
Martin Newman,
M.D., president, the Debtor was estimated to have assets and debt
of $1 million to $10 million. The Hon. Madeleine C. Wanslee is the
case judge.
DPW HOLDINGS: Bellridge Issues Notice of Default
------------------------------------------------
DPW Holdings, Inc., received a notice of default from Bellridge
Capital L.P. on Jan. 21, 2020 informing it that the convertible
note in the principal amount of $783,031 was in default because the
Company had not repaid the principal, interest, late charges, or
other amounts when and as due thereunder. In addition, the Notice
states that the Company failed to file a registration statement on
Form S-3 for shares of common stock underlying the Convertible Note
and obtain authorization thereof by the NYSE American by the agreed
upon dates.
On July 2, 2019, pursuant to an exchange agreement, the Company
issued to Bellridge the Convertible Promissory Note with a maturity
date of Dec. 31, 2019.
The Company notes that it entered into a second exchange agreement
with Bellridge, pursuant to which, in exchange for the Convertible
Note, the Company sold to Bellridge a new convertible promissory
note in the principal amount of $815,218 with the same Maturity
Date.
Prior to receipt of the Notice from Bellridge, the Company was
attempting to reach a negotiated settlement with Bellridge, and
remains in discussions with Bellridge to do so. Notwithstanding
receipt of the Notice, the Company hopes to continue to work with
Bellridge to settle its obligations under the Convertible Note. The
Company intends to vigorously defend its position should a mutually
amicable resolution prove unattainable.
About DPW Holdings
Headquartered in Newport Beach, California, 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 incurred a net loss of $32.98 million in 2018,
following a net loss of $10.89 million in 2017. As of Sept. 30,
2019, the Company had $47.42 million in total assets, $29.50
million in total liabilities, and $17.92 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.
DURR MECHANICAL: Further Amends Liquidating Plan
------------------------------------------------
Durr Mechanical Construction, Inc., submitted a Second Amended Plan
of Liquidation and explanatory Disclosure Statement.
The Second Amended Plan provides:
* Class 3 Secured Claims: (against certain property of the
Debtor). On the Effective Date, or as soon as reasonably
practicable after receipt of
revenues and/or realization of proceeds relating to such
creditor’s specific collateral, subject to and in accordance with
the Liquidating Trust, from and to the extent of Available Funds,
each Holder of an Allowed Class 3 Claim, to the extent of the value
of such Holder’s collateral and in accordance with the priorities
under the Bankruptcy Code and applicable non-bankruptcy law, shall
receive in full, final and complete satisfaction, settlement,
release and discharge of such Claim, payment in full of the Allowed
Class 3 Claim., or as otherwise agreed with the creditor. Allowed
Class 3 Claims shall be paid from Available Funds, subordinate and
subject to approved carve outs, reserves and/or operating funds for
(i) the U.S. Trustee fees and (ii) the Liquidating Trustee for fees
and expenses (including any of his Professionals or the Debtor’s
employees as set forth herein) in connection with the Liquidating
Trust. Class 3 Claims for the Debtor’s two financed vehicles
shall continue to receive monthly payments (in accordance with an
approved cash collateral budget) in the same amount of its monthly
payments as and for adequate protection.
* Class 4: Priority (Non-Tax) Claims. On the Effective Date, or
as soon as reasonably practicable after receipt of the recoveries
from any claims of the estate, including without limitation, the
Affirmative Claims, subject to and in accordance with the
Liquidating Trust, from and to the extent of Available Funds, each
Holder of an Allowed Class 4 Claim, and in accordance with the
priorities under the Bankruptcy Code, shall receive, in full, final
and complete satisfaction, settlement, release, and discharge of
such Claim, payment in full of the Allowed Class 4 Claim. Allowed
Class 4 Claims shall be paid from Available Funds, subordinate and
subject to approved carve outs, reserves and/or operating funds for
(i) the U.S. Trustee fees and (ii) the Liquidating Trustee for fees
and expenses (including any of his Professionals or the Debtor’s
employees as set forth herein) in connection with the Liquidating
Trust, and after payment in full of allowed Administrative Expense
Claims, and Allowed Claims in Class 2, and Allowed Claims in Class
3, (relating to such creditor's subject collateral), except as
otherwise agreed with the holder of such Claims.
* Class 5: Unsecured Claims. As soon as reasonably practicable
after receipt from the recoveries from any claims of the estate,
including without limitation, the Affirmative Claims, and after the
date upon which all objections to Class 5 General Unsecured Claims
have been resolved or adjudicated by the Bankruptcy Court, subject
to and in accordance with the Liquidating Trust, from and to the
extent of Available Funds, each Holder of an Allowed Class 5 Claim
shall receive, in full, final and complete satisfaction,
settlement, release, and discharge of such Claim, its Pro Rata
Share of Available Funds, subordinate and subject to approved carve
outs, reserves and/or operating funds (see footnote 2) for (i) the
U.S. Trustee fees and (ii) the Liquidating Trustee for fees and
expenses (including any of his Professionals or the Debtor’s
employees as set forth herein) in connection with the Liquidating
Trust, and after payment in full of allowed Administrative Expense
Claims, Allowed Claims in Class 2, Allowed Priority Tax Claims and
Allowed Claims in Class 4, except as otherwise agreed with the
holder of such Claims.
A full-text copy of the Proposed Second Amended Disclosure
Statement dated January 6, 2020, is available at
https://tinyurl.com/yegaxk7a from PacerMonitor.com at no charge.
Attorneys for the Chapter 11 Debtor:
Adam P. Wofse
Gary F. Herbst
LAMONICA HERBST & MANISCALCO, LLP
3305 Jerusalem Avenue, Suite 201
Wantagh, New York 11793
(516) 826-6500
About Durr Mechanical
Durr Mechanical Construction, Inc. -- http://www.durrmech.com/--
is a mechanical contracting company headquartered in New York. It
offers commercial HVAC, scheduling and cost control, BIM drafting,
erecting and setting equipment, process piping, power piping, and
emergency services.
Durr Mechanical Construction filed a voluntary petition for
reorganization under Chapter 11 of Title 11 of the United States
Code (Bankr. S.D.N.Y. Case No. 18-13968) on Dec. 7, 2018. In the
petition signed by Kenneth A. Durr, president, the Debtor was
estimated to have $100 million to $500 million in assets and $50
million to $100 million in liabilities. LaMonica Herbst &
Maniscalco, LLP, led by Michael Thomas Rozea, and Adam P. Wofse,
serves as counsel to the Debtor.
EASTERN NIAGARA: US Trustee Ordered to Appoint Ombudsman
--------------------------------------------------------
No opposition was made or filed to the entry of an order directing
the appointment of a patient care ombudsman in Eastern Niagara
Hospital, Inc.'s Chapter 11 case, and the Court has determined that
such appointment is necessary to monitor the quality of patient
care and to represent the interests of the Debtor's patients..
Judge Carl L. Bucki ordered that the U.S. Trustee is directed to
appoint a patient care ombudsman pursuant to Sec. 333 of the
Bankruptcy Code to perform duties of a patient care ombudsman
pursuant to 11 U.S.C. Sec. 333(b) and (C).
The ombudsman may review confidential patient records pursuant to
11 U.S.C. Sec. 333(a)(1) as necessary and appropriate to discharge
the ombudsman's duties and responsibilities.
A full-text copy of Order is available at
https://tinyurl.com/wlwdre3 from PacerMonitor.com at no
charge.
About Eastern Niagara Hospital
Eastern Niagara Hospital, Inc. -- http://www.enhs.org-- is a
not-for-profit organization, focused on providing general medical
and surgical services. It offers radiology, surgical services,
rehabilitation services, cardiac services, respiratory therapy,
obstetrics and women's health, emergency services, acute and
intensive care, chemical dependency treatment, occupational
medicine services, DOT medical exams, dialysis, laboratory
services, child and adolescent psychiatry, and express care.
Eastern Niagara Hospital sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-12342) on Nov. 7,
2019. At the time of the filing, the Debtor disclosed assets of
between $10 million and $50 million and liabilities of the same
range.
The Debtor tapped Jeffrey Austin Dove, Esq., at Barclay Damon LLP,
as its legal counsel.
The U.S. Trustee for Region 2 appointed creditors to serve on the
official committee of unsecured creditors on Nov. 22, 2019.
EVIO INC: Appoints Anthony Smith as President
---------------------------------------------
The Board of Directors of Evio, Inc. appointed Anthony R. Smith,
Ph.D. to serve as the Company's president. Lori Glauser, the
Company's chief operating officer and president, will continue to
serve as chief operating officer.
Dr. Smith joined EVIO in June 2016 as chief science officer. He
has also overseen the daily operations of EVIO Labs Medford. Under
his leadership, EVIO Labs Medford has become EVIO's most profitable
laboratory.
Dr. Smith's employment agreement will be modified to a base salary
of $180,000 per annum.
Dr. Smith had previously agreed to defer his 2019 Compensation. As
of Jan. 15, 2020, the Company and Dr. Smith have agreed to convert
unpaid 2019 compensation in the amount of $130,193 to common stock
based on the closing price of Jan. 14, 2020. As such the Company
will issue 1,820,881 common shares to retire this liability.
Dr. Smith has also agreed to defer compensation until the company
is able to support payment of such salaries. Furthermore, any
deferred compensation will be converted quarterly to common stock
calculated on the market close for the 5th calendar day following
each quarter ending. If the 5th day is non trading day, the
closest preceding day will be used.
Lori Glauser Employment Agreement
In connection with Dr. Smith's appointment as the Company's
president, Lori Glauser will continue to serve as the Company's
chief operating officer supporting the Company's operational
initiatives.
Ms. Glauser's employment agreement will be modified to a base
salary of $180,000 per annum.
Ms. Glauser had previously agreed to defer her 2019 compensation.
As of Jan. 15, 2020, the Company and Ms. Glauser have agreed to
convert unpaid 2018 & 2019 compensation in the amount of $179,011
to common stock based on the closing price of Jan. 14, 2020. As
such the Company will issue 2,503,650 common shares to retire this
liability.
Ms. Glauser has also agreed to defer compensation until the company
is able to support payment of such salaries. Furthermore, any
deferred compensation will be converted quarterly to common stock
calculated on the market close for the 5th calendar day following
each quarter ending. If the 5th day is non trading day, the
closest preceding day will be used.
William Waldrop Employment Agreement
Mr. Waldrop's employment agreement has been modified to a base
salary of $180,000 per annum.
Mr. Waldrop had previously agreed to defer his 2019 compensation.
As of Jan. 15, 2020, the Company and Mr. Waldrop have agreed to
convert unpaid 2018 & 2019 compensation in the amount of $216,574
to common stock based on the closing price of Jan. 14, 2020. As
such the Company will issue 3,029,007 common shares to retire this
liability.
Mr. Waldrop has also agreed to defer compensation until the company
is able to support payment of such salaries. Furthermore, any
deferred compensation will be converted quarterly to common stock
calculated on the market close for the 5th calendar day following
each quarter ending. If the 5th day is non trading day, the
closest preceding day will be used.
About EVIO, Inc.
EVIO, Inc., formerly Signal Bay, Inc. -- http://www.eviolabs.com--
provides analytical testing and advisory services to the emerging
legalized cannabis industry. The Company is domiciled in the State
of Colorado, and its corporate headquarters is located in Bend,
Oregon.
BF Borgers CPA PC, in Lakewood, CO, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
Aug. 19, 2019, on the Company's consolidated financial statements
for the year ended Sept. 30, 2018, citing that the Company's
significant operating losses raise substantial doubt about its
ability to continue as a going concern.
EVIO reported a net loss of $11.93 million for the year ended Sept.
30, 2018, following a net loss of $3.59 million for the year ended
Sept. 30, 2017. As of June 30, 2019, the Company had $16.26
million in total assets, $17.11 million in total liabilities, and a
total deficit of $851,407.
EYECARE PARTNERS: Moody's Assigns 'B3' CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
B3-PD Probability of Default Rating to EyeCare Partners, LLC.
Moody's also assigned a B2 rating to the company's proposed
revolving credit facility and first lien term loans, and a Caa2 to
the proposed second lien term loan. The rating outlook is stable.
Proceeds from the transaction will be used to fund Partners Group's
purchase of ECP from FFL Partners and pay for fees and expenses
associated with the transaction. The delayed draw first lien term
loan can be used to fund acquisitions and future growth over the
next 24 months.
Ratings Assigned:
EyeCare Partners, LLC
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
$110 million senior secured revolver expiring 2025 at B2 (LGD3)
$725 million senior secured first lien term loan due 2027 at
B2 (LGD3)
$175 million senior secured delayed draw first lien term loan due
2027 at B2 (LGD3)
$175 million senior secured second lien term loan due 2028 at
Caa2 (LGD6)
Outlook stable
RATINGS RATIONALE
The B3 CFR reflects ECP's high pro forma adjusted leverage of 7.6x,
and the risks associated with the company's rapid expansion
strategy as it grows, predominantly through acquisitions. Further,
the company has recently made several large acquisitions, and as a
result, the company's EBITDA is highly prospective. The company's
track record as a scalable platform is somewhat limited although
ECP acquires eyecare practices that often have long track records
in operation. The B3 also reflects moderate geographic
concentration, with around 42% of revenue generated in two states,
Michigan and Missouri. In addition, while e-commerce penetration in
the optical sector is likely to remain low, Moody's expects that,
over time, traditional optical retailers will face margin and
market share pressure from growing online competition.
The rating benefits from the industry's favorable long-term growth
prospects, including growing demand for optometrist and
ophthalmological services and eyewear products. This is due to
aging demographics and the growing prevalence of myopia and
cataracts. Further, ECP's vertical integration allows it to provide
services to patients that cover all of their eyecare needs,
including optometry, ophthalmology and retail. ECP also owns
ambulatory surgery centers, which will benefit from growing demand,
as patients and payors generally prefer the outpatient environment
(primarily due to lower cost and better outcomes) for certain
specialty procedures, including cataract surgeries.
Moody's expects the company's liquidity to be good over the next
12-18 months given the company's access to the $110 million
revolver and over $30 million in projected annual free cash flow.
Liquidity is further supported by ECP's $175 million delayed draw
term loan that can be used to fund acquisitions over the next 24
months. ECP has limited alternative sources of liquidity, as the
company's assets are pledged as collateral for the secured credit
facilities.
Environmental and social considerations are not material to the
overall credit profile of ECP. From a governance perspective,
Moody's considers the proposed springing first lien net leverage
covenant of 9.75x to be aggressive. The loose covenant provides ECP
the flexibility to undertake large debt-funded transactions in the
future.
The outlook is stable reflecting Moody's expectation that the
company will continue to generate positive same-store sales growth
and will effectively integrate the recently acquired large eyecare
practices.
The ratings could be downgraded if ECP's revenue or profitability
weakens or if the company fails to effectively manage its rapid
growth. A downgrade could also occur if the company's liquidity
weakens or if the company's financial policies become more
aggressive or if adjusted debt/EBITDA is sustained over 7.5 times.
The ratings could be upgraded if ECP demonstrates stable organic
growth while effectively executing its expansion strategy. An
upgrade would be supported by sustained, stable free cash flow and
debt to EBITDA that is expected to be maintained below 6.5 times.
EyeCare Partners, LLC is the largest medically-focused eye care
services provider headquartered in St. Louis, Missouri. ECP is
vertically integrated providing optometry, ophthalmology and retail
products. The company supports 521 locations across 15 states and
generated about $830 million of pro forma revenue during the last
twelve months ended November 30, 2019. ECP will be owned by
Partners Group following the planned acquisition.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
EYECARE PARTNERS: S&P Assigns 'B' ICR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating on EyeCare
Partners LLC (EyeCare Partners) the largest vertically integrated
eye-care services provider in the U.S.
EyeCare Partners is being acquired by Partners Group in a debt and
equity funded transaction.
The company's pro forma capital structure will include a $110
million five-year revolving credit facility, undrawn at close; a
$725 million seven-year senior secured first-lien term loan; and a
$175 million eight-year second-lien term loan. There will also be a
$175 million delayed-draw first-lien term loan, undrawn at close.
Meanwhile, S&P assigned its 'B' issue-level rating and '3' recovery
rating to the company's first-lien debt and assigned its 'CCC+'
issue-level rating and '6' recovery rating to its second-lien
debt.
S&P's ratings reflect the company's high leverage and narrow
business focus, partially offset by the company's leading market
position and the expectation of solid cash flow generation. The
ratings on EyeCare Partners reflect its high leverage at 7.3x in
2020, limited scale, and narrow business focus in the highly
fragmented and competitive eye-care services industry. After the
transaction, S&P expects EyeCare Partners' adjusted leverage will
be 7.3x and 7.2x in 2020 and 2021, respectively. S&P anticipates
the company will begin to utilize its delayed-draw first-lien term
loan in 2020. These weaknesses are partially offset by the
company's leading market share as the largest vertically integrated
eye-care services provider, positive industry demographics, and
S&P's expectation of good discretionary cash flow generation of
about $22 million in 2020 and about $39 million in 2021.
The stable outlook on EyeCare Partners reflects steady organic
sales growth resulting in stable EBITDA margins and solid
discretionary cash flow generation. At the same time, S&P expects
debt-to-EBITDA leverage to remain above 7.0x in both 2020 and 2021
because it expects the financial sponsor to prioritize shareholder
returns over debt repayment.
"We could lower the rating if the company's adjusted free operating
cash flow/debt falls below 2.5%, with limited prospects for
improvement. This could result from operating underperformance
leading to a significant EBITDA margin contraction or from
integration or execution issues. This could also happen if the
company pursues an aggressive acquisition strategy resulting in
substantially higher leverage while higher interest expense and
integration/transaction costs constrain cash flow generation," S&P
said.
"Although unlikely within the next year or so, we could raise our
rating if the company's sales growth accelerates to a double-digit
rate leading to improved operating leverage and material EBITDA
margin expansion, which would result in sustained improved
discretionary free cash flow of over $75 million and adjusted
leverage below 5x," S&P said.
FAIRWAY GROUP: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Fairway Group Holdings Corp.
2284 12th Avenue
New York, New York 10027
Business Description: Fairway -- https://www.fairwaymarket.com --
is a food retailer operating 14 supermarkets
across the New York, New Jersey and
Connecticut tri-state area, including two
with freestanding wine and liquor stores
(the Stamford and Pelham locations) and 2
with in-store wine and liquor stores (the
Woodland Park and Paramus locations). The
Company's flagship store is located at
Broadway and West 74th Street, on the Upper
West Side of Manhattan, featuring a cafe,
Sur la Route, and state of the art cooking
school. Fairway's stores emphasize an
extensive selection of fresh, natural, and
organic products, prepared foods, and hard-
to-find specialty and gourmet offerings,
along with a full assortment of conventional
groceries.
Chapter 11 Petition Date: January 23, 2020
Court: United States Bankruptcy Court
Southern District of New York
Twenty-six affiliates that simultaneously filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Fairway Group Holdings Corp. (Lead Case) 20-10161
Fairway Group Acquisition Company 20-10162
Fairway Bakery LLC 20-10163
Fairway Broadway LLC 20-10164
Fairway Chelsea LLC 20-10165
Fairway Construction Group, LLC 20-10166
Fairway Douglaston LLC 20-10167
Fairway East 86th Street LLC 20-10168
Fairway eCommerce LLC 20-10169
Fairway Georgetowne LLC 20-10170
Fairway Greenwich Street LLC 20-10171
Fairway Group Central Services LLC 20-10172
Fairway Group Plainview LLC 20-10173
Fairway Hudson Yards LLC 20-10174
Fairway Kips Bay LLC 20-10175
FN Store LLC 20-10176
Fairway Paramus LLC 20-10177
Fairway Pelham LLC 20-10178
Fairway Pelham Wines & Spirits LLC 20-10179
Fairway Red Hook LLC 20-10180
Fairway Stamford LLC 20-10181
Fairway Stamford Wines & Spirits LLC 20-10182
Fairway Staten Island LLC 20-10183
Fairway Uptown LLC 20-10184
Fairway Westbury LLC 20-10185
Fairway Woodland Park LLC 20-10186
Debtors' Counsel: Ray C. Schrock, P.C.
Sunny Singh, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
Email: ray.schrock@weil.com
sunny.singh@weil.com
Debtors'
Financial
Advisor: PETER J. SOLOMON
1345, 6th Avenue
New York, NY 10105
Debtors'
Financial
Advisor: MACKINAC PARTNERS, LLC
74 W. Long Lake
#205, Bloomfield Hills, MI 48304
Debtors'
Claims,
Noticing, &
Solicitation
Agent: OMNI AGENT SOLUTIONS
1120 Avenue of the Americas
4th Floor, New York, NY 10036
https://is.gd/RuOn0F
Estimated Assets
(on a consolidated basis): $100 million to $500 million
Estimated Liabilities
(on a consolidated basis): $100 million to $500 million
The petitions were signed by Abel Porter, chief executive officer.
A full-text copy of Fairway Group Holdings Corp's petition is
available for free at PacerMonitor.com at:
https://is.gd/Hecf4t
Consolidated List of Debtors' 40 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. United Natural Foods, Inc. Trade Vendor $1,838,914
d/b/a Cornuco
Attn.: Lisa Franchette
313 Iron Horse Way
Providence, Rhode Island 02908
Tel: (603) 256‐3000
E‐mail: lfranchette@unfi.com
2. Douglaston Shopping Rent $961,244
Center Owner LLC
f/k/a AAC Management Corp.
Attn.: John Birnbaum
150 East 58th Street, 39th Floor
New York, New York 10155
Tel: (646) 214‐0271
(212) 213‐4444 (Ext. 211)
E‐mail: jbirnbaum@aacrealty.com
lostrow@aacrealty.com
3. West Side Foods, Inc. Trade Vendor $957,644
Attn.: Tom Ryan
Tuttie Langston
355 Food Center Drive
Hunts Point Co‐Op Market, Building E
Bronx, New York 10474
Tel: (917) 417‐8242 / (718) 842‐8500
E‐mail: tryan@westsidefoodsinc.com
tuttie@westsidefoodsinc.com
4. UFCW Local 1500 Welfare Fund Union- $753,742
Attn.: Robert Newell Benefits
425 Merrick Avenue
Westbury, New York 11590
Tel: (800) 522‐0456
E‐mail: rnewell@ufcw1500.org
5. UFCW Local 1500 Pension Plan Union- $711,357
Attn.: Robert Newell Benefits
425 Merrick Avenue
Westbury, New York 11590
Tel: (800) 522‐0456
E‐mail: rnewell@ufcw1500.org
6. Maplebear, Inc. d/b/a Instacart Trade Vendor $697,954
Attn.: Aarron Levitan
Andrew Nodes
50 Beale Street, 6th Floor
San Francisco, California 94105
Tel: (847) 363‐1985 / (202) 309‐2189
E‐mail: aaron.levitan@instacart.com
andrew.nodes@instacart.com
7. Albert's Organics Inc. Trade Vendor $637,273
Attn.: Sue Tamm
1155 Commerce Boulevard
Logan Township, New Jersey 08085
Tel: (856) 491‐0197 / (856) 241‐9090
E‐mail: stamm@albertsfreshproduce.com
aoer@albertsorganics.com
8. US Foodservice, Inc. Trade Vendor $570,057
Attn.: Hank Smith
1051 Amboy Avenue
Perth Amboy, New Jersey 08861
Tel: (516) 993‐9946 / (800) 222‐1278
E‐mail: hank.smith@usfoods.com
nymarreequests@usfoods.com
andy.rainone@usfoods.com
9. S. Katzman Produce Inc. Trade Vendor $562,898
Attn.: Mario Andreani
213 NYC Terminal Market
Bronx, New York 10474
Tel: (516) 805‐5804 / (718) 991‐4700
E‐mail: mandreani@katzmanproduce.com
accountsreceivable@katzmanproduce.com
accountsreceivable@katzmanberry.com
10. J & J Farms Creamery Co., Inc. Trade Vendor $476,156
Attn.: Morris Glauber
57‐48 49th Street
Maspeth, New York 11378
Tel: (718) 490‐7236 / (718) 821‐1200
E‐mail: morris@jj‐farms.com
abek@jj‐farms.com
11. Manetto Hills Associates 116, LLC Rent $444,560
Attn.: Barbara Briamonte
500 North Broadway, Suite 201
P.O. Box 9010
Jericho, New York 11753
Tel: (516) 869‐7157
E‐mail: bbriamonte@kimcorealty.com
12. Bunzl Distribution Northeast, LLC Trade Vendor $394,115
Attn.: Dave Maszezak
27 Distribution Way
Monmouth, New Jersey 08852
Tel: (732) 821‐7000
E‐mail: dave.maszezak@bunzlusa.com
13. Oxford Health Insurance, Inc. Insurance $345,944
Attn.: Lisa D. Coleman
One Penn Plaza, 8th Floor
New York, New York 10119
Tel: (212) 912‐4016
E‐mail: lcoleman@uhc.com
14. Dora's Natural, Inc. Trade Vendor $323,663
Attn.: Cyrus Schwartz
21 Empire Boulevard
South Hackensack, New Jersey 07606
Tel: (201) 229‐0500
E‐mail: cyruss@dorasnaturals.com
melissah@dorsnaturals.com
15. Red Hook Green Power, LLC Utility $322,099
c/o The O'Connell Organization
Attn.: Leila Zubi
175 Van Dyke Street, Suite 322A
Brooklyn, New York 11231
Tel: (212) 202‐0954
E‐mail: lzubi@zubirosner.com
16. Seven Yale & Towne, LLC Rent $301,745
c/o Building and Land Technology
Attn.: David Fife
1 Elmcroft Road, Suite 500
Hartford, Connecticut 06103‐3494
Tel: (203) 644‐1526
E‐mail: dfwaters@bltoffice.com
17. 229 West 74th Street Corp. Rent $291,160
c/o Mt. Pleasant Management Corp.
Attn.: Lucius Palmer
855 Lexington Avenue
New York, New York 10065
Tel: (212) 570‐2030
E‐mail: lpalmer@thebeekmanestate.com
18. Austin Meat & Seafood Company Trade Vendor $263,721
Attn.: Mike Johnson
Joel Wartell
Liz Ponce
355 Food Center Drive
Hunts Point Co‐Op Market
Building A‐14
Bronx, New York 10474
Tel: (718) 842‐6767
E‐mail: mike.johnson@austinmeat.com
joel.wartell@austinmeat.com
liz.ponce@austinmeat.com
19. Donald Myers Produce, Inc. Trade Vendor $259,189
Attn.: Donald Myer
1088 North Main Road
Vineland, New Jersey 08360
Tel: (856) 692‐4084
E‐mail: dmyersproduce@comcast.net
fmartine07@gmail.com
20. Blue Ribbon Fish Co., Inc. Trade Vendor $242,321
Attn.: David Samuels
800 Food Center Drive, Unit 67
Bronx, New York 10474
Tel: (718) 620‐8580
Email: david.blueribbon@gmail.com
21. Cedro Bananas Trade Vendor $229,777
Wholesale Distributor
Attn.: William Mascari
99 Laura Street
New Haven, Connecticut 06512
Tel: (203) 996‐9454 / (203) 469‐9366
E‐mail: billy@cedrobananas.com
lucy@cedrobanans.com
22. Mama Mia Produce LLC Trade Vendor $229,520
Attn.: Shimon Efergan
P.O. Box 505
East Rutherford, New Jersey 07073
Tel: (917) 686‐7061 / (973) 773‐9494
E‐mail: e.shimon@mamamiaproduce.com
f.olubunmi@mamamiaproduce.com
ar@mamamiaproduce.com
23. Post Road Plaza Leasehold LLC Rent $228,514
c/o Levin Management Corp.
Attn.: Robert Carson
975 US Highway 22 West
North Plainfield, New Jersey 07060
Tel: (908) 755‐7489
E‐mail: ach‐receipts@levinmgt.com
brand@levinmgt.com
24. M B Food Processing Inc. Trade Vendor $213,402
Attn.: Dean Koplik
4 Trolley Road
South Fallsburg, New York 12779
Tel: (845) 434‐5051 (Ext. 16)
E‐mail: deank@murrayschicken.com
25. Wonderful Citrus Cooperative Trade Vendor $207,154
Attn.: James Lopez
1901 South Lexington Street
Delano, California 93215
Tel: (856) 603‐2200 / (661) 720‐2452
E‐mail: james.lopez@wonderful.com
26. Imperial Bag & Paper Co. LLC Trade Vendor $198,341
d/b/a Imperial Dade
Attn.: Jeff Burdick
255 Route 1&9
Jersey City, New Jersey 07306
Tel: (201) 437‐7440 (Ext. 3160)
E‐mail: cmerced@imperialdade.com
fgold@imperialbag.com
27. DHH Company LLC Rent $180,492
c/o Paverman & Paverman CPA PC
Attn.: Howard Glickberg
Veronica Paverman
2525 Palmer Avenue
New Rochelle, New York 10801
Tel: (917) 709‐3492 / (914) 633‐6920
E‐mail: fishatuna@aol.com
vpaverman@pavermancpa.com
28. Liberty Coca‐Cola Beverages LLC Trade Vendor
$180,458
Attn.: Roseann Messano
725 East Erie Avenue
Philadelphia, Pennsylvania 19134
Tel: (201) 838‐6327
E‐mail: messano@libertycoke.com
libertycashapp@coca‐cola.com
hleal@coke‐bsna.com
ccosme@coke‐bsna.com
29. Red Hook Stores, LLC Rent $171,908
Attn: Greg O'Connell
175 Van Dyke Street, Suite 322A
Brooklyn, New York 11231
Tel: (718) 624‐0160
E‐mail: greg@redhookwaterfront.com
30. XPO Courier, LLC Trade Vendor $171,179
d/b/a XPO Logistics
Attn.: Ralph Whitty
Arthur Lagrega
229 West 36th Street
New York, New York 10018
Tel: (646) 454‐3877 / (646) 454‐3855
E‐mail: ralph.whitty@xpo.com
arthur.largrega@xpo.com
31. Giorgio Fresh Co. Trade Vendor $161,227
Attn.: Legal Department
P.O. Box 8500‐52948
Philadelphia, Pennsylvania 19179‐2948
Tel: (610) 926‐2800 (Ext. 8375)
Email: gfccustomersvc@giorgiofoods.com
32. Valesco Trading Trade Vendor $159,027
Attn.: Al Sozer
60 Saddle River Avenue, Unit D
South Hackensack, New Jersey 07606
Tel: (646) 338‐5604 / (201) 729‐1414
E‐mail: aos@valescofoods.com
33. 2328 on Twelfth, LLC Rent $158,381
c/o Paverman & Paverman CPA PC
Attn.: Howard Glickberg
Veronica Paverman
2525 Palmer Avenue
New Rochelle, New York 10801
Tel: (917) 709‐3492 / (914) 663‐6920
E‐mail: fishatuna@aol.com
vpaverman@pavermancpa.com
34. Levco Route 46 Associates Rent $157,952
c/o Mandelbaum
Attn.: Michael Mandelbaum
80 Main Street, Suite 510
West Orange, New Jersey 07502
Tel: (973) 325‐0011
E‐mail: michaelm@mandelbaumfirm.com
35. Nestle Waters North America Inc. Trade Vendor $153,680
Attn.: Jim Gorman
2 Van Riper Road
Montvale, New Jersey 07645
Tel: (516) 317‐0216
(203) 629‐7489
E‐mail: jgorman@esmferolie.com
36. Calavo Growers Inc. Trade Vendor $153,671
Attn.: Richard Joyal
1141A Cummings Road
Santa Paula, California 93060
Tel: (805) 921‐3213
Email: rickj@calavo.com
37. Georgetowne Center Brooklyn LLC Rent $150,440
c/o Sholom & Zuckerbrot Realty LLC
Attn.: Marc Geller
35‐11 35th Avenue
Long Island, New York 11106
Tel: (718) 392‐5959
E‐mail: mgeller@s‐z.com
38. Cibo Vita Inc. Trade Vendor $143,595
Attn: Emre Imamoglu
12 Vreeland Avenue
Totowa, New Jersey 07512
Tel: (862) 238‐8020
Email: emre@cibovita.com
39. World's Best Cheeses, Inc. Trade Vendor $140,975
Attn: Legal Department
111 Business Park Drive
Armonk, New York 10504
Tel: (800) 922‐4337
Email: kathy@wbcheese.com
40. Adams Apple Fruits and Trade Vendor $139,404
Vegetables LLC
Attn: Avi Sharon
1071 Duston Road
Valley Stream, New York 11581
Tel: (917) 559‐5584
Email: adamsapplellc@gmail.com
FFBC OPERATIONS: Unsecureds to Recover Up to 5% in Celis Plan
-------------------------------------------------------------
FFBC Operations, LLC and FFBC Real Estate, LLC, field a Second
Amended Joint Plan of Reorganization that will be funded from
operations of the Debtors and from cash contributions of Celis
Phoenix, LLC.
According to the Second Amneded Disclosure Statement, the Plan
contemplates a recapitalization of the two Debtors to be owned by
Celis Phoenix, LLC ("CP") in return for a contribution and
commitment of additional capital and the conversion of its
postpetition loan to equity. Secured debt will be valued,
restructured and recast, administrative claims will be paid,
unsecured creditors will be paid by a combination of collection of
claims and a cash contribution by CP and existing equity of each
Debtor will be eliminated and be reissued to CP.
The Plan treats claims and interests as follows:
* Class I - Administrative Claims. Administrative Claims will
total approximately $350,000. Each holder of an Allowed
Administrative Claim shall receive from the Debtor with respect to
such Allowed Claim, either (i) the amount of such Allowed Claim
from the Debtor, in one (1) cash payment on the later of (a) the
Effective Date, (b) the date that is sixty (60) days after a
request for payment of the Claim is filed, (c) the date that is
twenty (20) days after the Claim becomes an Allowed Claim; or (ii)
such other treatment as may be agreed upon in writing by such
holder.
* Class III - Secured Claim of Amplify Credit Union. IMPAIRED.
Amount of claim $5,117,421.08. The Class III claim of Amplify will
be paid interest only monthly for the first six months following
the Effective Date on the first day of the month. For the
re-amortized loan, the interest rate shall be four percent (4%) for
the first year, four and one quarter percent (4.25%) for the second
year, four and one half percent (4.5%) for the third year, and the
contract rate under the Amplify notes thereafter.
* Class IV - Secured Claim of the SBA. IMPAIRED. The SBA shall
hold an Allowed Secured Claim of $2,100,000. The balance of the
claim filed by the SBA in the amount of $3,106,280.53, shall be
included and treated as an Allowed Class VII claim. The SBA’s
Class IV claim shall accrue interest at the rate of 2.5% per annum.
Allowed Class IV Claim of the SBA shall be paid in equal monthly
payments over twenty six years.
* Class V - Claim Pedernales BrewinR Company or David Henry, et
al. as Trustee. IMPAIRED. The Allowed Secured Claim of Pedernales
Brewing Company or David Henry et al. as Trustees shall be paid in
full over 24 months with interest at 4%.
* Class VI - Secured Claim of Celis Phoenix, LLC. IMPAIRED. The
prepetition secured claim and the postpetition secured claim of
Celis Phoenix, LLC as DIP Lender shall be fully satisfied by the
conversion of all such debt to 100% ownership of the equity in the
reorganized Debtors.
* Class VII - General Unsecured Creditors. IMPAIRED. Holders of
Allowed General Unsecured Claims will receive pro-rata
distributions from amounts collected by the Liquidating Trust.
Celis Phoenix will fund an additional $25,000 to the Trust to fund
the initial investigation and pursuit of such claims. Debtors
believe that such claims will exceed $7,500,000 based upon the
Debtors' schedules, the claims that have been timely filed and the
agreement of the various creditors as reflected in the Plan. The
Debtors cannot currently predict the distribution that may be
available to Class VII Allowed Claims, but do not expect that the
distributions will exceed 5% of the Allowed Claims.
* Class VIII - Convenience Class Unsecured Creditors. IMPAIRED.
Holders of Allowed General Unsecured Claims whose claims are at or
below $500 will receive 100% of their Allowed Claim in two equal
monthly payments on the 30th and 60Ul day following the Effective
Date. The Debtors believe that the amount to this Class is less
than $10,000.
* Class IX - Blue River Fox Secured Claim. IMPAIRED. Blue River
Fox has filed a secured claim in the amount of $253,104.98 against
each of the Debtors based upon "equitable subrogation". The claim
of Blue River Fox will be treated as a Class VII claim.
* Class X - Claim of Hill Morrison, Inc, and Building Image
Group, Inc. IMPAIRED. Hill Morrison has filed a secured claim
against real estate owned by FFBC Real Estate, LLC, in the amount
of $281,010.31 based upon an alleged Mechanics & Materialman's
lien. Building Image Group, Inc. filed a secured claim against
FFBC Real Estate in the amount of $223,929.83.
* Class XI - The Allowed Claim of L& F Distributors, LLC and
Favorite Brands, LLC. IMPAIRED. The Allowed Claim of L&F
Distributors, LLC and Favorite Brand shall receive a cash payment
from the Reorganized Debtor of $75,000 within 30 days from the
Effective Date and a payment of $50,000 on the date which is the
4th, 5th, 6th, 7th and 8th anniversaries of the Effective Date.
* Class XII - Equity Interests. Equity holders will have their
equity interest terminated on the Effective Date and will receive
nothing under the Plan.
A full-text copy of the Second Amended Proposed Disclosure
Statement dated Jan. 6, 2020, is available at
https://tinyurl.com/yzphtol7 from PacerMonitor.com at no charge.
Attorneys for the Debtors:
Eric J. Taube
Mark C. Taylor
WALLER, LANSDEN DORTCFI & DAVIS, LLP
100 Congress Avenue, 18th Floor
Austin, Texas 78701
Tel: (512) 472-5997
Fax: (512) 472-5248
About FFBC Operations and
FFBC Real Estate
FFBC Operations, LLC, owns Celis Brewery, a craft brewery focusing
on Belgian-style beers. FFBC Real Estate classifies its business
as single asset real estate (as defined in 11 U.S.C. Section
101(51B)).
FFBC Operations LLC and FFBC Real Estate, LLC, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case
No. 19-10869) on July 1, 2019. At the time of the filing, FFBC
Operations estimated assets between $1 million and $10 million and
liabilities of the same range. FFBC Real Estate estimated assets
between $1 million and $10 million and liabilities between $10
million and $50 million. The cases are assigned to Judge Tony M.
Davis. Lansden Dortch & Davis, LLP, is the Debtors' legal counsel.
FIRST FLORIDA: Report Doesn't Indicate Patient Care Declining
-------------------------------------------------------------
On Dec. 16, 2019, the U.S. Bankruptcy Court for the Middle District
of Florida held a hearing on the the Patient Care Ombudsman Report
filed on Dec. 10, 2019 by Carol Carr, the Patient Care Ombudsman.
Alberto F. Gomez, Jr. appeared on behalf of the Debtor, Grace A.
Jaye appeared on behalf of Carol Carr, Elena Escamilla appeared on
behalf of the US Trustee, and Alex Zesch appeared on behalf of
Melvin and Marian Kunz.
The Court ruled that:
* The Patient Care Ombudsman timely filed her report on December
10, 2019 pursuant to 11 U.S.C. Sec. 333(b)(2).
* The Report does not indicate that patient care is declining or
is otherwise materially compromised.
* The Patient Care Ombudsman will file a subsequent report to
the Court after notice in writing, if patient care is not
declining, not less frequently than 60 days. If the subsequent
report indicates that patient care is declining significantly, the
patient care ombudsman shall request a hearing.
A full-text copy of PCO Appointment is available at
https://tinyurl.com/ygc92j3g from PacerMonitor.com at no
charge.
About First Florida Living Options
First Florida Living Options LLC, formerly known as Surrey Place of
Ocala, conducts its business under the names Hawthorne Health and
Rehab of Ocala, Hawthorne Village of Ocala and Hawthorne Inn of
Ocala. The company is based in Ocala, Fla.
First Florida Living Options 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.
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 is the Debtor's bankruptcy counsel.
FISERV INVESTMENT: Moody's Assigns 'B2' CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to Fiserv Investment Solutions,
Inc. in connection with the company's planned carveout from Fiserv,
Inc. and formation of a standalone entity owned by Motive Partners
and its investor group including limited partners and Cannae
Holdings (combined 60% ownership) and Fiserv (40%) in a transaction
valued at approximately $800 million. The company's proposed $345
million first lien credit facility ($40 million revolver and $305
million term loan) was assigned a rating of B2. The outlook is
stable.
RATINGS RATIONALE
Fiserv IS' credit profile is constrained by small operating scale,
relatively limited product diversification and high customer
concentration. Pro forma for the contemplated transaction, Moody's
adjusted total debt/EBITDA as of September 30, 2019 is 5.7x without
giving credit for expected cost savings (which declines to 4.7x if
the planned cost savings are included). The carveout from Fiserv
presents elevated near-term operational risks and will require
investments in one-time transition costs. However, the business
operates relatively independently within Fiserv, and Moody's
believes that the transition plan is prudent and well-supported by
Fiserv.
The credit profile is supported by the constructive operating
environment in the wealth management industry which accounts for
the significant majority of Fiserv IS' earnings. The company's
broker-dealer customers are experiencing solid growth and are
actively investing in technology as a driver of competitive
differentiation and productivity enhancement. The industry's
technology transition to hosted unified platforms such as the one
offered by Fiserv IS presents further growth opportunities. Fiserv
IS has made a significant investment in upgrading the platform in
recent years, enhancing its positioning in the increasingly
competitive sector. Moody's expects Fiserv IS to continue to
generate solid organic growth over the next two years, with margin
expansion supported by cost savings. Free cash flow is solid but
reduced by transition costs in the near-term. Moody's expects
capital allocation strategy to be focused on debt repayment, with
no shareholder dividends expected in the near-term. The projected
mid-teens EBITDA growth (including the ramp-up of planned cost
savings) and the planned debt repayment have the potential to
result in meaningful deleveraging over a two-year period after
closing.
The stable outlook reflects Moody's expectation of solid EBITDA
growth and leverage decline over the next 12-18 months. The ratings
could be upgraded if Fiserv IS increases scale and diversification,
completes carveout activities in line with expectations, and
sustains leverage below 4.5x. The ratings could be downgraded if
growth slows materially or EBITDA declines, or if leverage is
sustained above 6.5x.
Fiserv IS' good liquidity is supported by its expectation of about
$12 million of free cash flow in 2020, cash balances of about $3
million, and a $40 million revolving credit facility which is
expected to be undrawn at closing. The revolver will be subject to
a springing first lien net leverage covenant of 7.25x that will be
effective when utilization exceeds 35%.
The B2 ratings for Fiserv IS' senior secured credit facilities
reflect a B2-PD Probability of Default Rating and a Loss Given
Default assessment of LGD4. The facility ratings are consistent
with the CFR reflecting the single class of secured debt comprising
the preponderance of the capital structure.
The first lien credit facility is expected to contain covenant
flexibility for transactions that could adversely affect creditors,
including incremental facility capacity, the ability to release a
guarantee when a subsidiary is not wholly owned, lack of "blocker"
restrictions on collateral leakage through transfer to unrestricted
subsidiaries, and step downs in the asset sale prepayment
requirement to 50% and 0% if the senior secured leverage (as
defined in the credit agreement) is equal to or less than 4.00x and
3.50x, respectively.
Fiserv IS will be majority-owned and controlled by the financial
sponsor Motive Partners and its investor group including limited
partners and Cannae Holdings (combined ownership 60%), with a
minority ownership position held by Fiserv (40%). Moody's ratings
do not assume any credit support from Fiserv. Motive and Cannae
together will control the venture's board of directors, and Moody's
expects Fiserv IS' governance structure and financial policy to be
representative of a financial sponsor portfolio company. However,
Fiserv will have approval rights for certain actions including
incurrence of debt and change of CEO. The company will be led by
the existing Fiserv IS management team, providing continuity of
management and strength of relationship with Fiserv. Operating and
industry expertise will be reinforced by Motive and Cannae
operating partners and investment teams with financial technology
and wealth management industry experience.
The following rating actions were taken:
Assignments:
Issuer: Fiserv Investment Solutions, Inc.
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Senior Secured 1st lien Term Loan, Assigned B2 (LGD4)
Senior Secured 1st lien Revolving Credit Facility,
Assigned B2 (LGD4)
Outlook Actions:
Issuer: Fiserv Investment Solutions, Inc.
Outlook, Assigned Stable
FISERV INVESTMENT: S&P Assigns 'B' ICR; Outlook Stable
------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to Fiserv
Investment Solutions, Inc.
The rating action came after Motive Partners, a private-equity firm
focused on technology-enabled financial solutions companies, signed
a definitive agreement to acquire a 60% stake in Fiserv Investment
Solutions, Inc. from Fiserv, Inc. The company will fund the
transaction with $296 million of sponsor equity, a $305 million
first-lien term loan, and an undrawn $40 million revolver.
Meanwhile, S&P assigned its 'B' issue-level rating and '3' recovery
rating to the company's first-lien credit facilities. The '3'
recovery rating indicates S&P's expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery in the event of
default."
The 'B' issuer credit rating reflects Fiserv Investment Solutions'
(Investment Solutions) initial adjusted leverage in the mid-6x
area, its niche focus in the financial software market, and its
highly concentrated client base.
The company's resilient account-based pricing model, long-term
client relationships, and highly recurring revenue stream somewhat
offset these factors.
The stable outlook on Investment Solutions reflects S&P's
expectation that the company will increase its revenue by the
mid-single digit percent area and consequently improve its EBITDA
base such that its leverage declines to the high 5x area by the end
of 2020. Additionally, S&P expects the company to experience modest
one-time cash outflows associated with its transition to operating
as a stand-alone company and anticipate that it will generate free
operating cash flow (FOCF) in the $10 million-$15 million range in
its first year of operation.
"We could lower our rating on Investment Solutions if its leverage
approaches 7x and its free cash flow deteriorates. This could occur
if the company experiences material customer losses or a
deterioration in its profitability stemming from pricing pressure
or an inability to achieve its cost-savings plans," S&P said.
"Although unlikely over the next year, we could consider raising
our rating on Investment Solutions if it exhibits organic revenue
growth above our forecast and substantially increases its
profitability such that its leverage declines to, and remains
below, 5x. The company's current private-equity ownership
constrains the likelihood that we will raise our rating," the
rating agency said.
FORUM ENERGY: Moody's Lowers CFR to B2, Outlook Negative
--------------------------------------------------------
Moody's Investors Service downgraded Forum Energy Technologies,
Inc.'s Corporate Family Rating to B2 from B1, its Probability of
Default Rating to B2-PD from B1-PD and its senior unsecured notes
to B3 from B2. The Speculative Grade Liquidity Rating was lowered
to SGL-3 from SGL-2. The outlook remains negative.
"The downgrade reflects margin and EBITDA weakness Forum will
continue to experience through 2020, following the protracted
2015-16 downturn," said John Thieroff, Moody's senior analyst.
Downgrades:
Issuer: Forum Energy Technologies, Inc.
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-2
Corporate Family Rating, Downgraded to B2 from B1
Senior Unsecured Notes, Downgraded to B3 (LGD4) from B2 (LGD5)
Outlook Actions:
Issuer: Forum Energy Technologies, Inc.
Outlook, Remains Negative
RATINGS RATIONALE
Forum's B2 CFR is constrained by its small scale, exposure to the
negative effect of energy price cyclicality on E&P capital spending
and high financial leverage. Although Forum was able to pay off the
$118 million year-end 2018 balance on its revolving credit facility
during 2019 through a combination of working capital conversion,
cash flow from operations and an asset sale, revenue and margins
continue to languish following the 2015-16 downturn. The looming
October 2021 maturity of its $400 million senior unsecured notes
issue presents a challenge given the uneven access to capital that
has plagued the oilfield services sector, particularly among
speculative grade companies, and may result in Forum drawing down
its revolver to repay the notes. The rating assumes Forum will
proactively address the maturity. The rating benefits from Forum's
ability to generate free cash flow despite a difficult operating
environment and its modest capital spending requirements. Cash flow
has been bolstered by management's concerted and ongoing efforts to
reduce G&A expenses.
The B3 rating on the company's senior unsecured notes reflects
their subordinate position to the company's $300 million senior
secured revolving credit facility's priority claim to the company's
assets. The size of the senior secured claims relative to Forum
Energy's senior unsecured notes results in the notes being rated
one notch below the B2 CFR.
Moody's views Forum's liquidity as adequate into early 2021,
reflected by its SGL-3 liquidity rating. The company had $280
million of availability under its $300 million secured borrowing
base revolver at Sept. 30, 2019. Although Forum has limited capital
spending requirements, $29 million of balance sheet cash at Sept.
30, 2019 and the ability to generate free cash flow, the company
faces a $400 million senior notes maturity in October 2021 and its
ability to refinance these notes is uncertain. Management has
pointed to the possibility of drawing under its revolver and using
retained cash flow expected to be generated during 2020 to repay
the notes. The maturity on the notes will become current in October
2020, which could motivate the company to act in advance of that
date. Such a measure could leave the company with limited
liquidity, although free cash flow generation, no other debt
maturities (other than the revolver, which matures in July 2021)
and modest capital investment needs should allow the company to
operate satisfactorily. Moody's expects the company to remain well
in compliance with the covenants under its revolver.
Environmental and social considerations are not a material factor
in Forum's ratings. However, upstream companies are contending with
the effects of increasing environmental regulations on their
operations, and companies with greater oil concentration in their
reserves are likely to experience a greater impact from carbon
focused regulations over time. Forum has not experienced any
adverse regulatory developments that would materially impact it
business. Governance risks included financial policies that have
led to high debt and leverage in a volatile industry.
The negative outlook reflects Moody's concern that the Forum's
liquidity, while currently adequate to meet the company's normal
course needs, could become constrained if the revolver is utilized
to repay the 2021 maturity.
The ratings could be downgraded if there is a material weakening of
liquidity, debt to EBITDA exceeds 6x or EBITDA/interest coverage
falls below 2x. The ratings could be upgraded if debt to EBITDA is
likely to be sustained below 4x, annual EBITDA exceeds $150
million, and return on assets (EBIT/assets) is above 5%.
Houston, Texas-based Forum Energy Technologies, Inc. is a global
oilfield services company that manufactures and supplies products
across three broad business segments, covering all stages of the
well cycle: Drilling and Downhole, Completions, and Production.
Financial sponsor SCF Partners L.P. holds an approximate 16%
ownership stake in the company.
The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.
GABRIEL INVESTMENT: Blue Green Appointed as New Committee Member
----------------------------------------------------------------
Henry Hobbs Jr., acting U.S. trustee for Region 7, on Jan. 22,
2020, appointed Blue Green Organics, LLC as new member of the
official committee of unsecured creditors in the Chapter 11 cases
of Gabriel Investment Group, Inc. and its affiliates.
The committee is now composed of:
(1) Blue Green Organics, LLC
Contact: Diego Jimenez
2422 Gravel Dr.
Ft. Worth, TX 76118
(817) 595-5880
Email: diegojimenez@bluegreenagave.com
(2) GIMA International
Contact: Tim Jacobi
2210 Oakland
San Antonio, TX 78258
(210) 745-0902
Email: tim@gimainternational.com
(3) Ezzell Fleet Service
Contact: Nancy Ezzell
4844 Whirlwind Dr.
San Antonio, TX 78217
(210) 655-3202
Email: ezzellfleet@yahoo.com
About Gabriel Investment Group
Gabriel Investment Group, Inc., founded in 1948, operates a chain
of package stores that sell wines, liquors, and beers. As of the
petition date, Gabriel operates 15 package store locations as
Gabriel's Liquor and 30 package store locations as Don's & Ben's
Liquor.
Gabriel Investment Group sought relief under Chapter 11 of the
Bankruptcy Code (Bank. W.D. Tex. Lead Case No. 19-52298) on Sept.
27, 2019 in San Antonio Texas. The other debtor affiliates are:
Don's & Ben's Inc. (Bankr. W.D. Tex. 19-52299); Gabriel Holdings,
LLC (Bankr. W.D. Tex. 19-52300); SA Discount Liquors, Inc. (Bankr.
W.D. Tex. 19-52301); and Gabriel GP, Inc. (Bankr. W.D. Tex.
19-52302). In the petitions signed by Inez Cindy Gabriel,
president, the Debtors were estimated to have assets at $1 million
to $10 million and liabilities within the same range.
Judge Ronald B. King oversees the cases.
The Debtors tapped Pulman Cappuccio & Pullen, LLP as legal
counsel.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Nov. 21, 2019. The
committee is represented by Muller Smeberg, PLLC.
GIP III STETSON: S&P Lowers ICR to 'B' on Distribution Cut
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on GIP III
Stetson I L.P. (Stetson) and GIP III Stetson II L.P. to 'B' from
'B+' and the issue-level rating to 'B' from 'B+'. The '3' recovery
rating on the $1 billion term loan B due 2025 indicates its
expectation that lenders will receive meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of a payment default.
On Jan. 16, 2020, EnLink Midstream, LLC announced it would reduce
cash distributions to equity to $0.75 per unit, a nearly 35%
decrease from S&P's prior expectation of about $1.13 per unit on an
annual basis. As a result, S&P expects leverage at GIP III Stetson
I L.P. (Stetson) to exceed 4x over the next two years, driving the
lowered ratings. Conversely, the rating agency expects the
distribution cut will strengthen EnLink's distribution coverage
ratio and allow the company to reduce leverage and fully self-fund
capital spending and distributions with no need to access capital
markets in the near term. Stetson owns approximately 41% of
EnLink's outstanding shares, and S&P assesses the company's credit
quality as separate from that of EnLink.
The stable outlook on Stetson reflects S&P's expectation that the
company will maintain adequate liquidity and stand-alone adjusted
debt leverage in the 4x-5x range and consolidated adjusted debt
leverage (inclusive of EnLink) in the mid- to high-5x area over the
next 12 months. The stable outlook also reflects S&P's belief that
EnLink will maintain a distribution coverage ratio of more than
1.5x.
"We could lower the rating on Stetson if we lower our rating on
EnLink. We could also lower the rating if EnLink changes the
structural provisions under its indentures such that we viewed
there to be a heightened risk of cash flow interruption to Stetson,
or if liquidity deteriorates, which could stem from another
distribution cut," S&P said.
"We could upgrade Stetson if we raise our rating on EnLink, which
we could do if EnLink maintains stand-alone leverage below 4.5x. We
could also consider raising the rating if Stetson maintains
stand-alone debt to EBITDA below 4x," the rating agency said.
GJ SOUTH: Unsecured Creditors to Have 8% Recovery Under Plan
------------------------------------------------------------
Debtor GJ South, LLC filed with the U.S. Bankruptcy Court for the
District of Colorado a chapter 11 plan of reorganization.
According to the Disclosure Statement, the Plan provides that all
Allowed Unsecured Claims will receive a pro rata distribution from
GJ South's operating income. Unsecured creditors of GJ South will
receive a total distribution of $6,000 which will be paid at $200
per month starting in month six of the Plan. GJ South has
approximately $72,500 in unsecured creditor claims, including
general unsecured tax claims. The proposed distribution to
unsecured creditors is approximately an 8% distribution.
The holder of membership interests of GJ South -- Jessica McKay,
the sole member -- will not receive any distributions under the
Plan, except for the compensation described below. She will retain
her membership interest.
The Plan provides that GJ South will continue to manage and operate
the Property. GJ South proposes to pay creditors from the rental
income generated by the Property. GJ South has retained the
services of Mike Park of Coldwell Banker Commercial Prime
Properties in Grand Junction, Colorado as a Property Manager. Mr.
Park is an independent contractor and is responsible for leasing
the Property and management of day to day operations.
As of the date of this Disclosure Statement, GJ South has tenants
in Units B and C of the Property. Unit B is leased to an irrigation
and sprinkler services company. The Unit B lease is a triple net
lease with a base rent of $1,066 per month from January-March, 2020
then increasing to $2,077 per month on April 1, 2020. Unit C is
leased to a company that buys and sells mobile homes. The Unit C
lease is a triple net lease with a base rent of $1,000 per month.
A full-text copy of the Disclosure Statement dated Dec. 31, 2019,
is available at https://tinyurl.com/vm2grue from PacerMonitor.com
at no charge.
The Debtor is represented by:
GUY B. HUMPHRIES
1801 Broadway, Suite 1400
Denver, Colorado 80202
Tel: (303) 832-0029
Fax: (303) 292-3661
E-mail: Guyhumphries@msn.com
About GJ South LLC
GJ South LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.
Colo. Case No. 19-16511) on July 30, 2019. At the time of the
filing, the Debtor had estimated assets of between $100,001 and
$500,000 and liabilities of between $500,001 and $1 million. Judge
Elizabeth E. Brown oversees the case. The Debtor is represented by
Guy B. Humphries, at Guy Humphries, Attorney At Law.
GKS CORPORATION: U.S. Trustee Forms 5-Member Committee
------------------------------------------------------
The U.S. Trustee for Region 1 on Jan. 22, 2020, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of GKS Corporation.
The committee members are:
(1) Tilia J. Fantasia
15 Morningside Road
Southwick, MA 01077
(2) Louise Brassard
74 Sawmill Park
Southwick, MA 01077
(3) Paul Breveleri
P.O. Box 12
Agawam, MA 01001
(4) Glen Ebisch
8 Morningside Road
Southwick, MA 01077
(5) Latimer Eddy
47 Sawmill Park
Southwick, MA 01077
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About GKS Corporation
GKS Corporation -- http://www.theamericaninn.net/-- owns and
operates a continuing care retirement community and assisted living
facility for the elderly. It is a 50-acre country village setting
in Southwick, Mass., with easy access to healthcare services,
transportation, shopping and recreation.
GKS Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 19-30998) on Dec. 26,
2019. At the time of the filing, the Debtor had estimated assets
of between $1 million and $10 million and liabilities of between
$10 million and $50 million.
Michael J. Goldberg, Esq., at Casner & Edwards, LLP, is the
Debtor's legal counsel.
HECLA MINING: Moody's Raises CFR to B3, Outlook Stable
------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Hecla Mining Company to B3 from Caa1, the probability of default
rating to B3-PD from Caa1-PD and senior unsecured notes to Caa1
from Caa2. The Speculative Grade Liquidity Rating remains SGL-3.
The outlook is stable.
"The upgrade is supported by a meaningful improvement in Hecla's
credit profile and Moody's expectations that operating performance
will continue to strengthen over the next 12-18 months," said Botir
Sharipov, Vice President and lead analyst for Hecla.
Upgrades:
Issuer: Hecla Mining Company
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Corporate Family Rating, Upgraded to B3 from Caa1
Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1(LGD4)
from Caa2(LGD4)
Outlook Actions:
Issuer: Hecla Mining Company
Outlook, Remains Stable
RATINGS RATIONALE
The upgrade acknowledges that initiatives undertaken by Hecla to
reduce spending, improve liquidity and leverage as well as the
continued strong operating performance at the Greens Creek mine and
substantially higher gold and silver prices have positioned the
company to return to positive free cash flow and higher EBITDA
generation from H2 2019. The resolution of the Lucky Friday strike
and expectations that the mine will ramp up to full production by
the end of 2020 were also among key considerations contributing to
the upgrade.
Hecla's operating and credit metrics deteriorated substantially
after the acquisition of Klondex Mines in July 2018 as the company
encountered a number of unexpected issues at Nevada mines with
debt/EBITDA, as adjusted by Moody's, reaching 8x as of June 30,
2019. However, the company was able to implement multiple
cost-cutting initiatives at Nevada including mining of only
developed reserves, lowering development capex and G&A and reducing
the mine AISC sharply from $2,347/oz in Q2 to $992/oz in Q3 2019.
The increase in average gold and silver prices in H2 2019 by 13.1%
and 12.7%, respectively, vs H1, was also a major factor driving the
improvement of the company's financial performance and overall
credit profile.
Hecla's adjusted debt/EBITDA improved to about 6x at the end of Q3
2019. A further reduction in leverage will be supported by higher
EBITDA, the exchange of $31m of Ressources Quebec notes and the
$49m "At The Market" equity offering completed in Q4, which along
with generated cash allowed the company to fully repay by the
year-end the $50m drawn from the RCF. Using price sensitivities of
$1,200-1,300/oz for gold and $15.50-17.00/oz for silver, Moody's
expects Hecla to generate moderate free cash flow in 2019 and 2020
and estimates that debt/EBITDA will be in the range of 3.6-4.3x.
Leverage is expected to be lower and free cash flow higher if gold
and silver prices do not decline materially from the currently high
levels of about $1,550/oz and $18/oz, respectively.
Hecla faces a number of ESG risks, typical for a mining company,
including the risks related to the environmental and asset
retirement obligations, water management and water rights,
litigation matters associated with Nevada operations and
diminished, yet still present, social risks related to the Lucky
Friday mine, notwithstanding the ratification of the collective
bargaining agreement by the local union.
Hecla's SGL-3 rating reflects the company's adequate liquidity
profile with about $62 million in cash and cash equivalents as of
2019 year-end with the undrawn $250 million revolving line of
credit that is currently limited to $150 million. Hecla has the
option to increase the RCF back up to $250 million after Q3 2020 or
by demonstrating two consecutive quarters of net leverage ratio
less than or equal to 4x beginning in Q3 2019. The RCF is secured
by assets of some of Hecla's Nevada subsidiaries, Casa Berardi
mine, the company's assets in the Greens Creek mine JV and equity
interests in certain domestic subsidiaries. The RCF matures in June
2022, but the term could accelerate to November 1, 2020 if $500
million May 2021 senior unsecured notes are not refinanced by that
time. Hecla modified the terms of the RCF twice in 2019 with the
latest amendment providing for the maximum permitted net leverage
ratio 6.5x for Q2 and Q3 2019, 6x for Q4 2019, 5.5x for Q1 2020, 5x
for Q2 2020 and 4x for Q3 2020 and thereafter. Moody's expects the
company to remain in compliance with the amended covenants. Moody's
believes that the refinancing risk for the company's senior
unsecured notes has diminished given the benign gold and silver
price environment, the improvement in credit profile and the
resolution of the Lucky Friday strike.
Under Moody's Loss Given Default Methodology, the Caa1 rating on
the senior unsecured notes, one notch below the CFR, reflects their
lower priority position in the capital structure and their
effective subordination to the RCF (unrated).
The stable outlook reflects its expectations that Hecla will
sustain current performance at Nevada until operations are shut
down, increase the profitability at the Casa Berardi mine and ramp
up Lucky Friday to full production as planned. The outlook also
anticipates that the company will maintain an adequate liquidity
position while continuing its investments in capital and
exploration projects.
The ratings are unlikely to be upgraded in the near term given the
uncertainty around the timing of the ramp-up and the eventual cost
structure at Lucky Friday as well as the execution risk with
respect to the company's efforts to increase production and reduce
operating costs at Casa Berardi. However, an upgrade would be
considered if the company maintains a leverage ratio below 3.5x
(debt/EBITDA) and sustains a positive EBIT margin of at least 6%.
The ratings could be downgraded if debt/EBITDA is sustained above
4.5x, EBIT margins below negative 5% and cash flow from operations
below 10% of outstanding debt. The ratings could also be downgraded
if the company's liquidity position weakens materially or if
uncertainty increases over its ability to refinance the upcoming
unsecured debt maturities.
The principal methodology used in these ratings was Mining
published in September 2018.
Headquartered in Coeur d'Alene, Idaho, Hecla Mining Company is
primarily a gold and silver producer with zinc and lead
by-products. The company operates mines in Alaska, Idaho, Quebec
Canada, Mexico and Nevada. Hecla also owns several other
exploration and pre-development properties, including geologically
attractive Hatter Graben vein system on its Hollister property in
Nevada. For the twelve months ended September 30, 2019, Hecla
generated revenues of $580 million.
HOLLY ENERGY: S&P Rates New $500MM Senior Unsecured Notes 'BB'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level and '5' recovery
ratings to Holly Energy Partners L.P.'s (HEP's) proposed $500
million senior unsecured notes due 2028. The '5' recovery rating
indicates S&P's expectation of modest (10%-30%; rounded estimate:
25%) recovery in the event of a default.
The partnership intends to use the net proceeds to refinance the
$500 million worth of senior notes due 2024. As of Sept. 30, 2019,
HEP had about $1.4 billion of debt outstanding.
HEP operates refined product and crude oil pipelines, terminals,
and other midstream services to support parent HollyFrontier
Corp.'s refining and marketing operations in the midcontinent,
Southwest, and Rocky Mountain regions and, to a lesser extent,
those of Delek US Holdings Inc. in Texas.
HORIZON GLOBAL: Royce & Associates Has 7.1% Stake as of Dec. 31
---------------------------------------------------------------
Royce & Associates, LP disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2019, it
beneficially owns 1,806,153 shares of common stock of Horizon
Global Corporation, which represents 7.11 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at:
https://is.gd/kExfjw
About Horizon Global
Horizon Global -- http://www.horizonglobal.com/-- is a designer,
manufacturer, and distributor of a wide variety of
custom-engineered towing, trailering, cargo management and other
related accessory products in North America, Australia and Europe.
The Company serves OEMs, retailers, dealer networks and the end
consumer.
Horizon Global reported net losses of $204.9 million in 2018, $4.77
million in 2017, and $12.66 million in 2016. As of Sept. 30, 2019,
Horizon Global had $466 million in total assets, $427.25 million in
total liabilities, and $38.75 million in total shareholders'
equity.
* * *
As reported by the TCR on Dec. 16, 2019, S&P Global Ratings
affirmed the 'CCC' issuer credit rating on Horizon Global Corp. and
revised the outlook to negative from developing. The outlook
revision to negative reflects S&P's view that despite recent debt
reduction and temporary improvement in liquidity, Horizon's credit
metrics and liquidity remain quite weak and could worsen as the
rating agency expects the company to generate negative free flow.
As reported by the TCR on June 18, 2019, Moody's Investors Service
downgraded Horizon Global Corporation's Corporate Family Rating to
C from Caa3. The downgrade reflects Moody's expectations that
modest earnings improvement will not be sufficient to reduce
leverage to a sustainable level and that the sale of the
Asia-Pacific segment will, while reducing secured leverage,
increase total leverage and create greater reliance on a quick
turnaround in the more weakly performing U.S. and European
operations to diminish restructuring risk.
ICMFG & ASSOCIATES: Unsecureds Get $25K Quarterly Until 100% Paid
-----------------------------------------------------------------
ICMFG & Associates, Inc., proposes filed a Second Amended Plan of
Reorganization.
The Plan provides for distributions to Creditors with Allowed
Claims pursuant to a classic stand-alone plan. Holders of Secured
Claims will receive payment in full of the amount of their Allowed
Claims, and Unsecured Creditors will receive fixed quarterly
distributions over five years. Trade Creditors of the Debtor have
the option to obtain a higher distribution in return for extending
ongoing credit terms to the Debtor.
Class 4: Claims of Trade Creditors. IMPAIRED. Holders of Class 4
Allowed Claims shall receive payment in the amount of their Allowed
Claims as follows: (a) on the 15th day following the Effective
Date, a Pro Rata Share of the Net Effective Date Avoidance
Recoveries and the New Value Contribution; and (b) equal quarterly
payments paid over five years totaling the remaining amount of
their Class 4 Allowed Claim after the distribution provided for in
subparagraph (a), commencing on 15th day of the month following the
first full quarter following the Effective Date.
Class 5: Unsecured Claim of BBG. UNIMPAIRED. Class 5 consists of
any Allowed Unsecured Claims of BBG. In accordance with the BBG
Settlement, the Unsecured Claims of BBG shall be disallowed, and
BBG shall not be entitled to any distribution under the Plan on
account of its Unsecured Claims.
Class 6: Unsecured Claims Not Otherwise Classified. IMPAIRED.
Holders of Class 6 Allowed Unsecured Claims shall receive a Pro
Rata Share of quarterly payments equaling $25,000, until paid in
full. The quarterly payments shall commence on 15th day of the
month following the first full quarter following the Effective
Date.
Class 7: Equity Interests. IMPAIRED. Class 7 comprises all Equity
Interests in the Debtor. As of the Effective Date, the Equity
Interests in the Debtor will be cancelled, and no distributions
under the Plan will be made on account of the Equity Interests.
A full-text copy of the Second Amended Plan of Reorganization dated
Jan. 6, 2020, is available at https://tinyurl.com/yfdzrvne from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Susan Heath Sharp
Matthew B. Hale
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 East Madison Street, Suite 200
Tampa, Florida 33602
Telephone: (813) 229-0144
Facsimile: (813) 229-1811
E-mail: ssharp@srbp.com;
mhale@srbp.com
About ICMFG & Associates
ICMFG & Associates, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 16-06552) on July 29, 2016. The
petition was signed Michael Doyle, president. In its petition, the
Debtor was estimated to have $1 million to $10 million in assets
and $10 million to $50 million in liabilities. Stichter, Riedel,
Blain & Postler, PA, is the Debtor's counsel. The Debtor employed
Cheri Surface, BS, MBA as an accountant.
ILLINOIS VALLEY GOLF: Case Summary & 6 Unsecured Creditors
----------------------------------------------------------
Debtor: Illinois Valley Golf Association, Corp.
25320 Redwood Hwy
Cave Junction, OR 97523
Business Description: Illinois Valley Golf Association, Corp. --
http://www.ivgolfclub.com-- owns and
operates the Illinois Valley Golf Club,
a semi-private golf course that opened in
1977. The I.V Golf Club measures 3049 yards
from the longest tees. The course features
two sets of tees for different skill levels.
Chapter 11 Petition Date: January 23, 2020
Court: United States Bankruptcy Court
District of Oregon
Case No.: 20-60152
Judge: Hon. Thomas M. Renn
Debtor's Counsel: Rodolfo A. Camacho, Esq.
LAW OFFICES OF CAMACHO & KNUTSON
1795 Capitol St. NE
Salem, OR 97301
Tel: (503) 362-2674
E-mail: rudy@camacholaw.com; and
kirk@camacholaw.com
Total Assets: $1,047,400
Total Liabilities: $369,152
The petition was signed by Jason Gill, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://is.gd/WbhXba
INTEGRITY HOME: Taps Jennis Law Firm as Legal Counsel
-----------------------------------------------------
Integrity Home Health Care, Inc., and its affiliates received
approval from the U.S. Bankruptcy Court for the Middle District of
Florida to hire Jennis Law Firm as their legal counsel.
The services to be provided by the firm include legal advice
regarding the Debtors' rights and obligations under the Bankruptcy
Code and the preparation of a Chapter 11 plan.
The rates range from $120 to $160 per hour for paralegals and from
$275 to $475 per hour for attorneys.
Jennis Law Firm and its attorneys do not hold nor represent any
interest adverse to the Debtors' estates, according to court
filings.
The firm can be reached through:
David S. Jennis, Esq.
Erik Johanson, Esq.
Jennis Law Firm
606 E. Madison Street
Tampa, FL 33602
Telephone: (813) 229-2800
Email: djennis@jennislaw.com
ejohanson@jennislaw.com
About Integrity Home Health Care
Integrity Home Health Care, Inc., a provider of home health care
Services, and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 20-00014) on
Jan. 2, 2020. At the time of the filing, the Debtor had estimated
assets of less than $50,000 and liabilities of between $1 million
and $10 million. Judge Catherine Peek McEwen oversees the case.
The Debtors are represented by Jennis Law Firm.
IOTA COMMUNICATIONS: Posts $6.8 Million Net Income in 2nd Quarter
-----------------------------------------------------------------
Iota Communications, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $6.85 million on $257,605 of net sales for the three months
ended Nov. 30, 2019, compared to a net loss of $17.12 million on
$835,869 of net sales for the three months ended Nov. 30, 2018.
For the six months ended Nov. 30, 2019, the Company reported a net
loss of $1.18 million on $1.01 million of net sales compared to a
net loss of $25.66 million on $885,665 of net sales for the same
period in 2018.
As of Nov. 30, 2019, the Company had $35.92 million in total
assets, $115.05 million in total liabilities, and a total deficit
of $79.13 million.
Liquidity and Going Concern
The Company's primary need for liquidity is to fund the working
capital needs of the business. The Company has incurred net losses
of approximately $120 million since inception, including a net loss
of approximately $1.2 million for the six months ended Nov. 30,
2019. Additionally, the Company had negative working capital of
approximately $17.5 million and $23.6 million at Nov. 30, 2019 and
May 31, 2019, respectively, and has negative cash flows from
operations of approximately $6.8 million for the six months ended
Nov. 30, 2019. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management
expects to incur additional losses in the foreseeable future and
recognizes the need to raise capital to remain viable.
The Company's plan, through potential acquisitions and the
continued promotion of its services to existing and potential
customers, is to generate sufficient revenues to cover its
anticipated expenses. The Company believes it can raise additional
capital to meet its short-term cash requirements, including an
equity raise and debt funding from third parties.
Subsequent to Nov. 30, 2019, and in connection with the Sept. 23,
2019 private placement offering, the Company received cash proceeds
of $1,620,767, net of $128,078 in equity issuance fees. The
cumulative equity raise under the Sept. 23, 2019 private placement
offering through the date of this report is $3,835,097, net of
$289,926 in equity issuance fees. In addition, and subsequent to
Nov. 30, 2019, there were 48,158,215 MHz-POPs transferred to Iota
Partners, from Iota Networks, resulting in the termination of
$11,076,435 of revenue-based notes. The MHz-POPs transferred
represent 14,447,465 LP Units. As of Jan. 21, 2020, the Company
owns 3% of the outstanding LP Units of Iota Partners with a
corresponding non-controlling interest of 97%. On Dec. 20, 2019,
the Company entered into a secured non-convertible note with AIP
totaling $1,400,000, with a maturity date of June 20, 2020. The
principal on the note bears an interest rate of LIBOR + 10% per
annum, which, along with required monthly principal payments of
$50,000, is payable monthly. On Jan. 16, 2020, the Company entered
into a Promissory Note in the principal amount of $320,000. The
principal bears interest at 3% per annum and has a maturity date of
Feb. 29, 2020. As an inducement to enter into the Note, the
Company will issue 1,000,000 shares of the Company's common stock
to the buyer.
Iota said, "Although no assurances can be given as to the Company's
ability to deliver on its revenue or capital raise plans, or that
unforeseen expenses may arise, management believes that the revenue
to be generated from operations together with potential equity and
debt financing or other potential financing will provide the
necessary funding for the Company to continue as a going concern.
However, management cannot guarantee any potential equity or debt
financing will be available on favorable terms. Without raising
additional capital, there is substantial doubt about the Company's
ability to continue as a going concern through January 21, 2021.
As such, management does not believe they have sufficient cash for
12 months from the date of this report. If adequate funds are not
available on acceptable terms, or at all, the Company will need to
curtail operations, or cease operations completely."
A full-text copy of the Form 10-Q is available for free at the
SEC's website at:
https://is.gd/OJ8JE6
About Iota Communications
Newark, New Jersey-based Iota Communications, Inc., formerly known
as Solbright Group, Inc. -- https://www.iotacommunications.com/ --
is a wireless network carrier system and software applications
provider dedicated to the Internet of Things. Iota sells
recurring-revenue solutions that optimize energy usage,
sustainability and operations for commercial and industrial
facilities both directly and via third-party relationships. Iota
also offers important ancillary products and services which
facilitate the adoption of its subscription-based services,
including solar energy, LED lighting, and HVAC implementation
services.
Iota Communications reported a net loss of $56.78 million for the
year ended May 31, 2019, compared to a net loss of $16.49 million
for the year ended May 31, 2018.
Friedman LLP, in Marlton, NJ, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated Sept.
13, 2019, citing that the Company has an accumulated deficit and a
working capital deficiency as of May 31, 2019, generated recurring
net losses, and negative cash flows from operating activities that
raise substantial doubt about its ability to continue as a going
concern.
ISLET SCIENCES: 2 More Creditors Appointed to Committee
-------------------------------------------------------
The U.S. Trustee for Region 17 on Jan. 21, 2020, appointed PCG
Advisory, Inc. and COVA Capital Partners, LLC as new members of the
official committee of unsecured creditors in the Chapter 11 case of
Islet Sciences, Inc.
The committee is now composed of:
(1) Brighthaven Ventures LLC
Attn: Bentley Cheatham
P.O. Box 13888
3200 East Hwy. 54
Research Triangle Park, NC 27709
(2) Spring Point Project
Attn: Thomas A. Spizzo
121 S. 8th St., Ste. 822
Minneapolis, MN 55402
(3) William Wilkison
P.O. Box 13888
3200 East Hwy. 54
Research Triangle Park, NC 27709
(4) PCG Advisory, Inc.
Attn: Jeffrey Ramson
150 East 58th Street, 20th Floor
New York, NY 10155
(5) COVA Capital Partners, LLC
Attn: Edward Gibstein
6851 Jericho Turnpike, Suite 120A
Syosset, NY 11791
About Islet Sciences Inc.
Islet Sciences, Inc. is a biotechnology company engaged in the
research, development and commercialization of new medicines and
technologies for the treatment of metabolic diseases and related
indications covering unmet medical needs.
On May 29, 2019, creditors filed an involuntary Chapter 7 petition
against Islet Sciences (Bankr. D. Nev. 19-13366). The case was
converted to one under Chapter 11 on Sept. 18, 2019. Judge Mike K.
Nakagawa oversees the case.
The Debtor tapped Brownstein Hyatt Farber Schreck, LLP as its legal
counsel, and Portage Point Partners, LLC as its financial advisor.
The U.S. Trustee for Region 17 appointed creditors to serve on the
official committee of unsecured creditors on Nov. 26, 2019. The
committee is represented by Andersen Law Firm, Ltd.
J. ROBERT SCOTT: Has Final Nod to Use Cash Collateral Thru March 31
-------------------------------------------------------------------
Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central
District of California authorized J. Robert Scott, Inc. solely in
accordance with and pursuant to the terms and provisions of the
Final Order.
The Debtor is allowed to use cash collateral only to the extent
required to pay those ordinary and necessary expenses enumerated in
the Cash Collateral Budget, as and when such expenses become due
and payable, from and including Jan. 1 through and including March
31, 2020. The Debtor may exceed the amount set forth in the Budget
for any particular line item by up to 15%, so long as the aggregate
total expenditures during the Period, including any such variances,
do not exceed the total Budget.
As adequate protection, the Secured Creditors are granted
replacement liens upon all post-petition assets of the Debtor's
bankruptcy estate, to the same extent, validity and priority of
their pre-petition liens and security interests in the Debtor's
assets.
About J. Robert Scott
J. Robert Scott, Inc., -- http://www.jrobertscott.com/-- is a
luxury home furnishings manufacturer founded in 1972 in Los Angeles
by designer Sally Sirkin Lewis. J. Robert Scott is well known in
the interior design industry for utilizing rare and exotic veneers,
as well as shagreen, snake and goatskin parchment in the
manufacturing of its products.
J. Robert Scott, Inc., sought Chapter 11 protection (Bankr. C.D.
Cal. Case No. 19-13871) on April 5, 2019, in Los Angeles,
California. In the petition signed by CEO Richard I. Chilcott, the
Debtor estimated between $1 million and $10 million in both assets
and liabilities. Judge Sheri Bluebond oversees the case. WEINTRAUB
& SELTH APC is the Debtor's attorney.
JERRY LEE HARTLEY: DET Buying Funeral Home for $2.5 Million
-----------------------------------------------------------
Jerry Lee Hartley asks the U.S. Bankruptcy Court for the District
of South Carolina to authorize the private sale of (i) his 100%
membership interest in Jerry L. Hartley Funeral Home, LLC located
at 684 Hubbard Dr., Lancaster, South Carolina; (ii) furnishings,
fixtures, and equipment belonging to funeral home; (iii) inventory
belonging to funeral home; and (iv) 6.397 acres with improvements
Titled in the name of the Debtor, TMS# 0062-00-039.01, where he
operates the funeral home, to DET Corp. Group, Inc. for $2.5
million.
A hearing on the Motion is set for Jan. 30, 2020 at 10:30 a.m.
Objections, if any, must be filed within 21 days from the date of
service of Notice.
No appraisals have been made by the Debtor for any of the property
to be sold. The Debtor places a value of $250,000 on the
furnishings, fixtures, and equipment, and a value of $40,000 on the
inventory. These values are estimates, based on the original cost.
The Debtor places a value of $2.5 million on the real estate with
improvements. The value for the real property is based on the
costs of the real estate and improvements.
The Buyer is not an insider and is completely independent.
Presently, it operates two funeral homes in South Carolina.
The closing will occur after Bankruptcy Court approval and 10 days
after the Buyer has been given a "clear to close" on its
financing.
A sales agent has not been involved in the transaction. A
commission will not be paid.
A trustee has not been appointed in the case. However, the sale of
the property will result in a quarterly fee of 1% of the proceeds
to be paid to the U.S. Trustee. Based on a sale's price of $2.5
million, the Debtor projects a quarterly fee of $25,000.
These are the liens, mortgages, security interests encumbering the
property ($1,161,660 in total):
a. Lancaster County real property taxes - $39,402
b. Lancaster County personal property taxes (Jerry L. Hartley
Funeral Home, LLC) - $14,133
c. SC Department of Revenue - $11,636
d. Truist Bank, formerly Branch Banking and Trust -
$1,096,490
Upon information and belief, all lienholders will consent to sale,
as the liens will be paid in full.
The Debtor has not claimed an exemption in the property to be
sold.
The Debtor estimates that $74,676 will be needed to pay priority
and unsecured claims in full, plus interest at 6.25%. The balance
of the proceeds will be used to pay administrative expenses, with
the remainder to be paid to the Debtor.
The Debtor is informed and believes that it would be in the best
interest of the estate to sell said property by private sale. He
also believes that the funds to be recovered for the estate from
the sale of said property justify the sale and the filing of the
Motion.
Jerry Lee Hartley sought Chapter 11 protection (Bankr. D.S.C. Case
No. 19-02994) on June 3, 2019. The Debtor tapped Reid B. Smith,
Esq., at Bird & Smith, PA as counsel.
JOHNSON'S QUALITY: Seeks to Hire Charles M. Wynn as Legal Counsel
-----------------------------------------------------------------
Johnson's Quality Lawncare, Inc., seeks approval from the U.S.
Bankruptcy Court for the Northern District of Florida to hire
Charles M. Wynn Law Offices, P.A. as its legal counsel.
The firm will advise the Debtor of its powers and duties under the
Bankruptcy Code and will provide other legal services in connection
with its Chapter 11 case.
The firm will be paid at these hourly rates:
Charles Wynn, Esq. $375
Michael Wynn, Esq. $275
Legal Assistant $100
The Debtor paid the firm a non-refundable retainer in the sum of
$6,153.
Charles Wynn, Esq., disclosed in court filings that the firm's
attorneys and legal assistants do not hold nor represent an
interest adverse to the Debtor's bankruptcy estate.
The firm can be reached through:
Charles M. Wynn, Esq.
Charles M. Wynn Law Offices, P.A.
4436 Clinton St.
P.O. Box 146
Marianna, FL 32447
Phone: (850) 526-1529
Email: court@wynnlaw-fl.com
About Johnson's Quality Lawncare
Johnson's Quality Lawncare, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-50171) on Dec.
11, 2019. At the time of the filing, the Debtor had estimated
assets of less than $50,000 and liabilities of between $500,001 and
$1 million. Judge Karen K. Specie oversees the case. Charles Wynn
Law Offices, P.A. is the Debtor's legal counsel.
KNOWLTON DEVELOPMENT: Moody's Confirms 'B2' CFR, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service confirmed the B2 Corporate Family Rating
and the B2-PD Probability of Default Rating of Knowlton Development
Corporation, Inc. and affiliates. Moody's also confirmed the B2
ratings on the first lien revolver and term loan issued by Knowlton
Development Corporation, Inc. and KDC US Holdings, Inc. as
co-borrowers. KDC/ONE is majority owned by Cornell Capital which
together with co-investors, agreed to purchase HCT Group. Proceeds
from an incremental $300 million add on to the company's existing
term loan as well as cash equity will be used to pay for the
acquisition, add $91 million of cash on the balance sheet and pay
for fees and expenses. This concludes the review that was initiated
on December 19, 2019 when KDC/ONE announced its acquisition of HCT
Group.
The confirmation of the ratings reflects Moody's belief that
KDC/ONE's pro-forma financial leverage will improve to roughly 5.1x
debt/EBITDA, from 5.7x prior to the transaction, following close of
the acquisition of HCT Group. The improvement in financial leverage
reflects the meaningful amount of common equity used in financing
the HCT transaction. Moody's nevertheless recognizes that the
company's aggressive appetite for acquisitions and high execution
risk will likely lead to periodic increases in debt and leverage.
Ratings Confirmed:
Knowlton Development Corporation, Inc. (with KDC US Holdings, Inc.
as co-borrower on the bank facilities)
Corporate Family Rating at B2
Probability of Default at B2-PD
Senior secured revolving credit facility expiring 2023
at B2 (LGD3)
Senior secured first lien term loan due 2025 at B2 (LGD3)
The rating outlook is stable.
RATINGS RATIONALE
The B2 CFR reflects KDC/ONE's growing presence as a value added
contract manufacturer and partner largely to the North American
beauty & personal care and home/industrial care industries. The
credit profile also reflects KDC/ONE's solid innovation
capabilities, long standing customer relationships, and the
beneficial effect of raw material pass-through arrangements given
the volatility of input costs such as essential oils, alcohols and
specialty chemicals. At the same time, the credit profile also
reflects moderately high financial leverage, some degree of
customer concentration, revenue and earnings volatility because of
shifts in customer volume and product development as well as
fragmented competition, and the risks associated with a relatively
aggressive acquisition appetite. Moody's expects financial policies
to be aggressive under private equity ownership including
debt-funded acquisitions that will periodically increase leverage.
The company has grown through multiple acquisitions and has not
fully integrated disparate businesses from a systems perspective.
This could create disruption should it choose to integrate systems
in the future. Margins are thin on a reported basis but would be
higher if the amount of costs that are passed through to customers
were to be backed out of revenues.
Moody's expects the company to maintain good liquidity and generate
positive free cash flow over the next 12-15 months. The company has
mandatory debt payments of approximately $9 million per year and
will have access to a $125 million revolving credit facility
expiring in 2023 that Moody's expects to remain undrawn at
closing.
The stable outlook reflects Moody's assumption that KDC/ONE will
continue to execute its aggressive acquisition strategy financed
with a combination of debt and equity. The outlook also reflects
Moody's belief that the company will maintain solid operating
performance with positive organic growth and a stable EBITDA
margin. Moody's also believes that the company could reduce debt to
EBITDA leverage over the next 12 -- 18 months to under 5x
(incorporating Moody's adjustments) if acquisition activity slows,
but that acquisitions will likely sustain debt-to-EBITDA leverage
above 5.0x.
The consumer packaged goods industry has relatively low
environmental and social risk. That said the most important
Environmental, Social and Governance (ESG) factors affecting
KDC/ONE are governance considerations related to its financial
policies. Moody's views KDC/ONE's financial policies as aggressive.
Event risk is elevated given the expectations that financial
policies will remain aggressive under its private equity ownership
as well as the company's track record of growing by acquisitions.
The rating could be downgraded in the case of operational
difficulties including a decline in revenue or margins, debt funded
shareholder distributions or if the company undertakes new
leveraging acquisitions before it has reduced leverage. A
deterioration in liquidity or debt/EBITDA sustained over 6x could
lead to a downgrade.
The ratings could be upgraded as the company gains greater scale
and diversification, generates consistent positive organic revenue
growth with a stable to higher margin and solid free cash flow,
adopts and demonstrates a track record of more conservative
financial policies, and if it maintains debt/EBITDA of 4x or
under.
Knowlton Development Corporation, Inc. is a value-added contract
manufacturer to the beauty, personal care and home/industrial care
companies largely in North America. The company has been majority
owned by Cornell Capital since 2018 and will generate roughly $1.5
billion in pro-forma annual revenue.
The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.
KNOWLTON DEVELOPMENT: S&P Affirms 'B' Issuer Credit Rating
----------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
Longueil, Que.-based health and beauty products formulator Knowlton
Development Holdco Inc. (KDC).
KDC is acquiring L.A.-based specialty packaging company HCT Group
Inc. financed by a US$300 million incremental first-lien term loan,
upsized revolver of US$125 million, and sponsor equity.
S&P believes the acquisition will offer benefits by adding premium
packaging and design capabilities to KDC as well as broadening its
customer and geographic diversity. We expect the transaction to be
leverage neutral.
Meanwhile, S&P affirmed its 'B' issue-level and '3' recovery
ratings on the company's US$300 million incremental term loan B.
The '3' recovery rating indicates S&P's expectation of meaningful
(50%-70%; rounded estimate: 60%) recovery in default.
On Dec. 12, 2019, KDC entered into an agreement to acquire
L.A.-based specialty packaging company HCT Group Inc., a global
provider of design, sourcing, and manufacturing/packaging solutions
for premier beauty brands. S&P views KDC's acquisition of HCT as
credit neutral and forecast fiscal 2021 adjusted debt-to-EBITDA of
about 6x. KDC plans to fund the acquisition through an incremental
US$300 million term loan and sponsor cash equity. Equity investors
in this transaction include Cornell Capital LLC and HCT's founder.
At the same time, the company plans to upsize its revolver facility
by US$50 million to US$125 million. Pro forma the proposed
acquisition, KDC will exit fiscal 2020 (ending April 2020) with
about 6.5x debt-to-EBITDA and approximately US$150 million EBITDA
on an S&P Global Ratings' adjusted basis compared with current
EBITDA of US$100 million. S&P forecasts KDC's debt-to-EBITDA will
improve to the 6x area for the fiscal year ended April 30, 2021,
which is below the rating agency's downside threshold of
debt-to-EBITDA 7x. In S&P's opinion, the sponsor's commitment to
fund the acquisition with substantial equity investment than debt
reflects relatively prudent capitalization of the acquisition.
The stable outlook reflects S&P's view that KDC can increase its
revenues and profitability both organically and through executing
its acquisitions despite risks related to shifting consumption in
certain cosmetic segments. The outlook also incorporates the rating
agency's expectation that KDC will maintain debt-to-EBITDA on an
S&P Global Ratings' adjusted basis in the 6x area in fiscal 2021.
"We could lower the rating in the next 12 months if our adjusted
debt-to-EBITDA ratio approaches 7x. In our view, the increase in
leverage could be precipitated by significant margin pressure
stemming from the loss of a major customer, increased competition,
or operational underperformance. Leverage could also increase if
the company or the financial sponsors pursue more aggressive
strategies such as debt-funded dividends or acquisitions," S&P
said.
"Although unlikely in the near term, we could raise the rating if
debt leverage improves and is sustained at the mid-4x area, and we
are convinced that KDC will maintain a financial policy limiting
leveraging transactions, such as debt-financed dividends or
acquisitions," the rating agency said.
LASALLE GROUP: Feb. 13, 2020 Plan & Disclosures Hearing Set
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, convened a hearing to consider the conditional
approval and other relief requested by Cinco Ranch Memory Care, LLC
and Pearland Memory Care, LLC with regard to that certain
disclosure statement in support of joint chapter 11 plan of
reorganization of Debtors The Lasalle Group, Inc., et al.
On Dec. 31, 2019, Judge Stacey G.C. Jernigan conditionally approved
the Disclosure Statement and established the following dates and
deadlines:
* Feb. 13, 2020, at 9:30 a.m. is the combined hearing on final
approval of the Disclosure Statement and confirmation of the Plan.
* Dec. 31, 2019, is the record date for determining creditors and
other parties-in-interest entitled to receive a Solicitation
Package and to vote on the Plan.
* Jan. 31, 2020, is the last day for filing and serving
objections or comments to the Disclosure Statement and/or
confirmation of the Plan.
* Feb. 6, 2020, is the deadline by which all Ballots must be
received for tabulation.
A full-text copy of the order is available at
https://tinyurl.com/yzr4tqv6 from PacerMonitor.com at no charge.
The Debtors are represented by:
Vickie L. Driver
Christina W. Stephenson
Christopher M. Staine
CROWE & DUNLEVY, P.C.
2525 McKinnon St., Suite 425
Dallas, TX 75201
Telephone: 214.420.2163
Facsimile: 214.736.1762
E-mail: vickie.driver@crowedunlevy.com
christina.stephenson@crowedunlevy.com
christopher.staine@crowedunlevy.com
About The LaSalle Group
The LaSalle Group, Inc., along with certain of its subsidiaries,
designs, develops, builds, and owns interests in memory care
assisted living communities designed specifically for people with
Alzheimer's and other forms of dementia. The communities operate
under the name Autumn Leaves.
LaSalle is a holding company for numerous wholly owned, non-debtor
subsidiaries and affiliates. It directly and indirectly owns
interests in 40 memory care assisted living communities located in
Texas, Illinois, Georgia, Florida, Kansas, Missouri, Oklahoma,
South Carolina, and Wisconsin.
LaSalle and its subsidiaries sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 19-31484) on
May 2, 2019. At the time of the filing, the Debtors estimated
assets of between $10 million and $50 million and liabilities of
the same range.
The cases are assigned to Judge Stacey G. Jernigan.
The Debtors tapped Crowe & Dunlevy, P.C. as their legal counsel;
Haynes and Boone, LLP as special counsel; Karen Nicolaou of Harney
Partners Management, LLC as chief restructuring officer; and
Donlin, Recano & Company, Inc. as claims and noticing agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on July 3, 2019. The committee is represented by Drinker
Biddle & Reath LLP.
LASALLE GROUP: To Sell Cinco & Pearland Facilities to Fund Plan
---------------------------------------------------------------
Debtors The Lasalle Group, Inc., et al., filed a First Amended
Disclosure Statement in support of the Joint Plan of Liquidation of
Cinco Ranch Memory Care, LLC and Pearland Memory Care, LLC.
On or about September 20, 2016, Silverado Interests Holdings, LLC,
an affiliate of the RealCo Debtors' majority owners loaned the
RealCo Debtors, along with six other of the Memory Care Facilities
$1,450,000. As referenced by the Loan Modification Agreement dated
Dec. 26, 2016, the Silverado Loan was increased to a maximum amount
of $1,700,000. The Silverado Loan purports to be guaranteed by
LaSalle, Melvin Warren and Mitchell Warren but owed by all 10
borrower entities. The Debtor has no record of any UCC filed
perfecting any security interest granted to secure the Silverado
Loan filed against any of the RealCo Debtors.
Class 2.2.A and 2.2.B General Unsecured Claims each consist of all
other Allowed Unsecured Claims against the respective Debtor not
placed in any other Class, not held by insiders or affiliates of
the Debtors. Creditors holding Allowed Class 2.2 Claims, along
with Holders of Allowed Class 2.3 Claims, will share pro rata in
any assets remaining after payment of Claims in Classes 1.1, 1.2,
and 2.1. Such payments will be made as soon as reasonably
practicable after all the Claims in the foregoing Classes are paid
in full.
The Plan contemplates the sale of substantially all of the Debtors'
assets to a third party. The Debtors will seek authority, in
connection with Confirmation of the Plan, to sell the Assets to the
bidder submitting the highest and best offer. The Confirmation
Order shall contain specific authority for the sale of the Debtors'
assets free and clear of any liens, claims, encumbrances or other
interests, except as otherwise provided herein.
The Debtors shall offer for sale the facilities and operations
located at 24024 Westheimer Parkway, Katy, TX 77494 (the "Cinco
Ranch Facility") and 11200 Discovery Bay Drive, Pearland, TX 77584
(the :Pearland Facility").
TLGFM timely filed proofs of claim in the amounts of $225,362.52
against Cinco and $456,209.85 against Pearland for unpaid fees
under the TLGFM Agreements and unreimbursed expenses which it
alleges would be secured via set-off to the extent either Debtor
asserts claims against TLGFM or assigns the same to the Liquidating
Trust. A hearing on TLGFM’s Motion for Allowance and Payment of
Administrative Expenses Pursuant to 11 U.S.C. § 503(b)(1) is set
for January 15, 2020, at 1:30 p.m. Allowance of TLGFM’s
administrative claim in full would impact the feasibility of the
Plan.
A full-text copy of the Amended Disclosure Statement is available
at https://tinyurl.com/vqaoakl from PacerMonitor.com at no charge.
The Debtors are represented by:
Vickie L. Driver
Christina W. Stephenson
Christopher M. Staine
CROWE & DUNLEVY, P.C.
2525 McKinnon St., Suite 425
Dallas, TX 75201
Telephone: 214.420.2163
Facsimile: 214.736.1762
E-mail: vickie.driver@crowedunlevy.com
E-mail: christina.stephenson@crowedunlevy.com
E-mail: christopher.staine@crowedunlevy.com
About The LaSalle Group
The LaSalle Group, Inc., along with certain of its subsidiaries,
designs, develops, builds, and owns interests in memory care
assisted living communities designed specifically for people with
Alzheimer's and other forms of dementia. The communities operate
under the name Autumn Leaves.
LaSalle is a holding company for numerous wholly owned, non-debtor
subsidiaries and affiliates. It directly and indirectly owns
interests in 40 memory care assisted living communities located in
Texas, Illinois, Georgia, Florida, Kansas, Missouri, Oklahoma,
South Carolina, and Wisconsin.
LaSalle and its subsidiaries sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 19-31484) on
May 2, 2019. At the time of the filing, the Debtors estimated
assets of between $10 million and $50 million and liabilities of
the same range.
The cases are assigned to Judge Stacey G. Jernigan.
The Debtors tapped Crowe & Dunlevy, P.C. as their legal counsel;
Haynes and Boone, LLP as special counsel; Karen Nicolaou of Harney
Partners Management, LLC as chief restructuring officer; and
Donlin, Recano & Company, Inc. as claims and noticing agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on July 3, 2019. The committee is represented by Drinker
Biddle & Reath LLP.
LESLIE'S POOLMART: S&P Alters Outlook to Stable, Affirms 'B' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed all of its ratings on U.S. specialty pool supply retailer
Leslie's Poolmart Inc., including its 'B' issuer credit rating.
S&P's outlook revision reflects its view that Leslie's will have
adequate headroom to absorb seasonal fluctuations in performance,
and sustain leverage in the low-6x area over the next 12 months.
The rating agency also expects the company to generate positive
free operating cash flow despite increased investment into the
business.
The stable outlook reflects S&P's expectation for modest EBITDA
growth leading to moderate positive free operating cash flow. The
rating agency also expects that the adjusted leverage will further
decline toward 6x in fiscal 2020, from its current low-6x level.
"We could lower the rating if we expected the company to sustain
leverage above 7x. This could occur if revenue growth is roughly
flat and EBITDA margins decline by roughly 300 basis points (bps)
below our forecast, or if a significant leveraging event occurred
to return cash to shareholders. We would also consider a lower
rating if we viewed Leslie's competitive position as weakened,
potentially demonstrated through consistently negative same-store
sales generation," S&P said.
"Although unlikely given the company's operating track record and
financial policy, we would raise the rating if we anticipated
Leslie's could sustain leverage below 5x. This could occur if
revenue growth exceeded our expectations, and EBITDA margins expand
by roughly 350 bps. We would also need to believe the company would
adopt a more conservative financial policy, likely requiring an
exit of the financial sponsor," the rating agency said.
LIT'L PATCH: Most Billing Issues Resolved, Says PCO 2nd Repor
-------------------------------------------------------------
Jeremy Bell, the appointed Patient Care Ombudsman for Lit'l Patch
of Heaven, Inc., submitted a second report for the month of
November 13, 2019 and December 12, 2019.
On Nov. 13, 2019, the Ombudsman visit by Caity Mickey and observed
appropriate staffing with two caregivers present in addition to the
administrator, Jeff Kraft. The majority issues about the billings
for previous month has been resolved.
Then, on December 12, 2019, the Ombudsman conducted a review of
past occurrences, health surveys, and life safety surveys of
Colorado Department of Public Health and Environment of Public
Information Regarding Lit'l Patch of Heaven, Inc. There are no
additional occurrences and not additional Life Safety Code Surveys
since the last report.
Therefore, PCO have no concerns regarding the care, safety, and
well being of the residents living at Lit'l Patch of Heaven, Inc.
However, there are other concerns that are related to
inefficiencies of the reimbursements process within the Colorado
Department of Public Health Care Policy and Financing.
The PCO can be reached at:
Jeremy M. Bell
Disability Law Colorado
455 Sherman St., Suite 130
Denver, Co 80203
Tel: (303) 722-0300
E-mail: jbell@disabilitylawco.org.
A full-text copy of the PCO's 2nd Report is available at
https://tinyurl.com/yey4ysbz from PacerMonitor.com at no
charge.
About Lit'l Patch of Heaven Inc.
Lit'l Patch of Heaven Inc., based in Thornton, CO, filed a Chapter
11 petition (Bankr. Colo. Case No. 19-16119) on July 17, 2019. In
the petition signed by Jeff Kraft, CEO, the Debtor estimated $1
million to $10 million in assets and $500,000 to $1 million in
liabilities. The Hon. Michael E. Romero oversees the case. Aaron
A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C., serves
as bankruptcy counsel to the Debtor.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
LONGHORN JUNCTION: In Talks With Rompspen, Seeks to Delay Plan
--------------------------------------------------------------
Debtors Longhorn Junction Land and Cattle Co., LLC and SC Williams,
LLC, submitted with the U.S. Bankruptcy Court for the Western
District of Texas, Austin Division, a motion for an order extending
the deadlines contained in the Order Approving Disclosure
Statement.
On Dec. 11, 2019, this Court entered its amended order approving
the Debtors' First Amended Joint Disclosure Statement and set forth
certain related dates which have not yet passed for voting, filing
objections to confirmation of the Debtors' First Amended Joint
Plan, ballot summary, and the date of confirmation.
Romspen, the Debtors' largest creditor overall and the main secured
creditor, has certain objections to the Debtors plan, which the
Debtors and Romspen are negotiating to resolve. Additionally, both
sides wish to conduct abbreviated discovery, for which they believe
60 days will be sufficient.
The Debtor prays that the court extends the deadlines contained in
the disclosure statement relating to voting, filing objections to
confirmation of the Debtors' First Amended Joint Plan, ballot
summary, and the date of confirmation by 60 days and for such other
relief available to the Debtor.
A full-text copy of the Extension Motion dated Dec. 31, 2019, is
available at https://tinyurl.com/yh7cvn6d from PacerMonitor.com at
no charge.
The Debtors are represented by:
Hajjar Peters LLP
Ron Satija
3144 Bee Caves Rd
Austin, Texas 78746
Tel: (512) 637-4956
Fax: (512) 637-4958
E-mail: rsatija@legalstrategy.com
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 was
estimated to have assets of between $10 million and $50 million and
liabilities of the same range. SC Williams was estimated to have
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.
MANHATTAN COMPANY: Seeks to Hire Davidoff Hutcher as New Counsel
----------------------------------------------------------------
The Manhattan Company of New York, LLC, seeks approval from the
U.S. Bankruptcy Court for the Eastern District of New York to hire
Davidoff Hutcher & Citron LLP as its new legal counsel.
Davidoff will substitute for Rattet PLLC, the firm handling the
Debtor's Chapter 11 case. The services to be provided by Davidoff
include negotiating with creditors to prepare a bankruptcy plan and
advising the Debtor on any potential refinancing of its secured
debt and sale of its business.
The firm will be paid at these hourly rates:
Attorneys $400 - $850
Paraprofessionals $195 - $350
Davidoff is "disinterested" within the meaning of Section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Robert L. Rattet, Esq.
Davidoff Hutcher & Citron LLP
605 Third Avenue
New York, NY 10158
Phone: (212) 557-7200
E-mail: rlr@dhclegal.com
About Manhattan Company of New York
The Manhattan Company of New York, LLC, is a privately held company
in the nonresidential building construction industry.
Manhattan Company of New York sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-71107) on Feb. 14,
2019. At the time of the filing, the Debtor disclosed $4,092,125
in assets and $3,028,878 in liabilities. Judge Alan S. Trust
oversees the case. Davidoff Hutcher & Citron LLP is the Debtor's
counsel.
MATTSNOW PROPERTIES: Seeks to Extend Exclusivity Period to March 1
------------------------------------------------------------------
Mattsnow Properties, L.L.C., Mark Mattlage-Thurmond and Robert
Snowden asked the U.S. Bankruptcy Court for the Western District of
Texas to extend and coordinate the exclusivity periods in their
Chapter 11 cases so that the deadline for them to exclusively file
a plan will be March 1 and the deadline to exclusively confirm a
plan will be May 1.
Mark Mattlage-Thurmond and Robert Snowden own a rental unit managed
by the company.
Mattsnow Properties has been in active discussions with the unit
owners on different methods in which to reorganize their bankruptcy
cases since the petition date. Anticipating that the cases will be
substantially and procedurally consolidated, the company intends to
jointly file a plan of reorganization with the unit owners. The
company believes coordinating the deadlines will assist them in
their efforts to reorganize their financial affairs.
About Mattsnow Properties
Mattsnow Properties, LLC, owns and operates three rental units and
manages one rental unit owned by Mark Mattlage-Thurmand and Robert
Snowden. Mattsnow Properties sought Chapter 11 protection (Bankr.
W.D. Tex. Case No. 19-60649) on Aug. 31, 2019. ERIN B. SHANK,
P.C., is the Debtor's counsel.
MCDERMOTT INTERNATIONAL: S&P Cuts ICR to 'D' on Restructuring Deal
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating and issue-level
ratings on the McDermott International Inc.'s senior secured debt
and senior unsecured notes to 'D' (default).
The downgrade to 'D' follows McDermott's announcement of its
intention to commence the prepackaged Chapter 11 bankruptcy filing.
The company entered into a restructuring support agreement with
debtholders, under which nearly all of its debt balances will be
exchanged for equity.
MEDICAL DIAGNOSTIC: Goodman Named Patient Care Ombudsman
--------------------------------------------------------
On Dec. 19, 2019, the United States Trustee for the District of
Arizona and the Medical Diagnostic Imaging Group, Ltd., et al.,
entered into the Stipulated Order Appointing a Patient Care and
Consumer Privacy Ombudsman pursuant to 11 U.S.C. Sec. 332 and 333.
The U.S. Trustee accordingly has submitted an application for the
Court's approval of Susan N.Goodman as patient care and consumer
privacy ombudsman subject to the Agreed Order's terms and
conditions. To the best of her knowledge, Ms. Goodman has no
connections with the Debtors, creditors, any other parties in
interest, their respective attorneys and accountants, the U.S.
Trustee, and persons employed in the Office of the U.S. Trustee,
except as set forth in her verified statement filed concurrently
herewith.
In her capacity as the Patient Care Ombudsman, Ms. Goodman shall:
(a) monitor the quality of patient care provided to patients of
the Debtors, to the extent necessary under the circumstances,
including interviewing patients and physicians;
(b) not later than 30 days after the date of this appointment,
and not less frequently than at 30 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 Debtors;
(c) if such ombudsman determines that the quality of patient
care provided to patients of the Debtors 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.
The PCO can be reached at:
Susan Goodman, RN JD
Pivot Health Law
P.O. Box 69734
Oro Valley, AZ 85737
Tel: (520) 971-8072
E-mail: SGOODMAN@PIVOTHEALTHAZ.COM
A full-text copy of the PCO application is available at
https://tinyurl.com/yj6u6xks from PacerMonitor.com at no
charge.
About Medical Diagnostic
The Medical Diagnostic Imaging Group, Ltd., a provider of
diagnostic radiology services, and its affiliate MDIG of Arizona,
LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Ariz. Case Nos. 19-15722 and 19-15726) on Dec. 16,
2019.
On Dec. 23, 2019, MDIG of Pennsylvania, LLC and MDIG of Washington,
PLLC filed voluntary Chapter 11 petitions (Bankr. D. Ariz. Case
Nos. 19-16025 and 19-16026).
At the time of the filing, the Debtors each disclosed assets of
between $1 million and $10 million and liabilities of the same
range.
Medical Diagnostic, MDIG of Pennsylvania and MDIG of Washington are
represented by Michael W. Carmel, Ltd. while MDIG of Arizona is
represented by Stinson LLP.
MEDICAL DIAGNOSTIC: OKs to Consumer, Patients Ombudsman
-------------------------------------------------------
The United States Trustee for the District of Arizona, pursuant to
Local Rule 9013-1, moves the Bankruptcy Court on an ex-parte basis
for the immediate entry of a stipulated order appointing a Patient
Care and Consumer Privacy Ombudsman for The Medical Diagnostic
Imaging Group, LTD.
The U.S. Trustee and the Debtors have agreed to the appointment of
a patient care ombudsman and consumer privacy ombudsman in these
cases in the form of the Agreed Order.
Pursuant to Fed. R. Bankr. P. 2007.2(c) the U.S. Trustee has
selected, Susan N.Goodman as the patient care and consumer privacy
ombudsman. Ms. Goodman's contact information is as follows:
Susan Goodman, RN
JD Pivot Health Law
P.O. Box 69734
Oro Valley, AZ 85737
Tel: (520) 971-8072
E-mail: SGOODMAN@PIVOTHEALTHAZ.COM
The Debtors, their patients, other consumers and these bankruptcy
estates will benefit by placing the same ombudsman in the dual
capacity of PCO and CPO in light of the anticipated sale motion
that is to be soon filed. By placing the PCO in the dual role of a
CPO, she can leverage her knowledge of the Debtors and their
operating systems to provide an efficient, effective and
comprehensive evaluation in compressed time constraints of any
privacy concerns the proposed sale may raise. This will maximize
protection for the patients, decrease the oversight burden on the
Debtors’ operations and minimize the cost to the estates.
Importantly, no conflicts exist between these dual roles as the
charge for both a PCO and CPO is to protect the interests of the
Debtors’ patients and other consumers.
A full-text copy of the court filing is available at
https://tinyurl.com/yj6o7mt2 from PacerMonitor.com at no
charge.
About Medical Diagnostic
The Medical Diagnostic Imaging Group, Ltd., a provider of
diagnostic radiology services, and its affiliate MDIG of Arizona,
LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Ariz. Case Nos. 19-15722 and 19-15726) on Dec. 16,
2019.
On Dec. 23, 2019, MDIG of Pennsylvania, LLC and MDIG of Washington,
PLLC filed voluntary Chapter 11 petitions (Bankr. D. Ariz. Case
Nos. 19-16025 and 19-16026).
At the time of the filing, the Debtors each disclosed assets of
between $1 million and $10 million and liabilities of the same
range.
Medical Diagnostic, MDIG of Pennsylvania and MDIG of Washington are
represented by Michael W. Carmel, Ltd. while MDIG of Arizona is
represented by Stinson LLP.
MENDENHALL AUCTION: Administrator Unable to Appoint Committee
-------------------------------------------------------------
The U.S. bankruptcy administrator on Jan. 21, 2020, disclosed in a
filing with the U.S. Bankruptcy Court for the Middle District of
North Carolina that no official committee of unsecured creditors
has been appointed in the Chapter 11 cases of Mendenhall Auto
Auction, Inc. and Mendenhall Auction Company.
About Mendenhall Auto Auction
Mendenhall Auto Auction, Inc. and its affiliate Mendenhall Auction
Company, an estate sale company in High Point, N.C., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C.
Lead Case No. 19-11405) on Dec. 30, 2019.
At the time of the filing, Mendenhall Auto had estimated assets of
between $1 million and $10 million and liabilities of between
$100,001 to $500,000. Mendenhall Auction Company disclosed assets
of between $100,001 and $500,000 and liabilities of the same
range.
Judge Benjamin A. Kahn oversees the cases.
Ivey, McClellan, Gatton & Siegmund, LLP, is the Debtors' legal
counsel.
MONTE IDILIO: Deadline to File Plan Extended to April 30
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico extended
to April 30 the deadline for Monte Idilio, Inc. and affiliates to
file their Chapter 11 plan of reorganization and disclosure
statement.
About Monte Idilio
Monte Idilio Inc., a company based in Hormigueros, P.R., filed a
Chapter 11 petition (Bankr. D.P.R. Case No. 19-03828) on July 1,
2019. In the petition signed by Wilmer Tacoronte Negron,
administrator, the Debtor disclosed $1,300,000 in assets and
$2,777,793 in liabilities. Judge Edward A. Godoy oversees the case.
Damaris Quinones Vargas, Esq., at LCDA Damaris Quinones, and Jose
F. Cardona, Esq., serve as the Debtor's bankruptcy attorneys.
MOONLIGHT AUTOMOTIVE: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The Office of the U.S. Trustee on Jan. 22, 2020, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Moonlight Automotive Inc.
About Moonlight Automotive
Moonlight Automotive, Inc., operates as an automotive and truck
repair shop, including a machine shop to build diesel and gasoline
engines. It sought Chapter 11 protection (Bankr. S.D. Ind. Case
No. 19-09172) on Dec. 16, 2019. The Debtor estimated under
$500,000 in assets and under $1 million in liabilities. Judge
James M. Carr oversees the case. Hester Baker Krebs LLC is the
Debtor's legal counsel.
MOUNTAIN HOME: Gets Jan. 31 Extension for Amended Plan
------------------------------------------------------
Debtor Mountain Home - Montana Vacation Rentals, LLC, filed a
motion on Jan. 17, 2020, requesting additional time within which to
file an amended disclosure statement and to file a response to the
pending motion to dismiss or convert filed by Suzanne Hall
Hoberecht.
Upon review of the record, Judge Benjamin P Hursh ordered that
* the Debtor's "Unopposed Motion to Extend Time to: (1) File
Amended Disclosure Statement and (2) Response to Motions to Dismiss
or Convert" filed January 17,2020, is granted;
* The Debtor is granted through Jan. 31, 2020, to file an amended
Plan of Reorganization for Small Business Under Chapter 11 and an
amended Disclosure Statement for Small Business Under Chapter 11.
* The Debtor's amended Disclosure Statement is, by this Order,
conditionally approved.
* Feb. 21, 2020,is fixed as the last day for filing and serving
written objections to confirmation of Debtor's Amended Plan, and
for filing written acceptances or rejections of said Amended Plan
About Mountain Home-Montana Vacation Rentals
Mountain Home - Montana Vacation Rentals LLC vacation home rental
agency in Bozeman, Mont. It is the 100 percent owner of Mountain
Home Montana Vacation Rentals Inc., which has a fair market value
of $1.37 million.
Mountain Home - Montana Vacation Rentals sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mont. Case
No.19-60900) on Sept. 5, 2019. At the time of the filing, the
Debtor disclosed $1,382,740 in assets and $1,829,435 in
liabilities. Patten, Peterman, Bekkedahl & Green PLLC is the
Debtor's legal counsel.
MTE HOLDINGS: Gellert Scali Represents TanMar, Topographic
----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Gellert Scali Busenkell & Brown, LLC submitted a
verified statement that it is representing TanMar Rentals LLC and
Topographic Inc., and Topographic Land Surveyors in the Chapter 11
cases of MTE Holdings LLC, et al.
On or about Nov. 14, 2019, GSBB was retained to represent TanMar
Rentals, LLC in the above-captioned chapter 11 cases.
On or about Dec. 16, 2019, GSBB was retained as local co-counsel to
represent Topographic Inc., and Topographic Land Surveyors in the
above-captioned chapter 11 cases.
GSBB only represents TanMar and Topographic in these Chapter 11
Cases.
As of Jan. 20, 2020, the name, address and nature and amount of
each disclosable economic interests are:
Lien Amount
-----------
* TanMar Rentals, LLC
302 Unatex Road
Eunice, LA 70535
Imperial Eagle 24-6H Section 24, $37,296.57
Block C9, PSL/CASEY, L A Survey,
Abstract A-5468
Delightful Dasher 11-4 4H well; $35,127.82
Section 11, Block C9,
PSL/SCHLUTER, F A Survey,
Abstract A-5846
Gavyn's Run 23-1H well; $37,029.88
Section 23, Block C9,
PSL/BELL, Y Survey,
Abstract A-5420
Coopers Dream 23 1H-5H-6H well; $69,721.06
Section 23, Block C9,
PSL/BELL, Y Survey,
Abstract A-5420
Yucca 4 well; $142,708.53
Section 16, Block C9,
PSL/BOYD G T Survey,
Abstract A-1520
Rocket Wrangler 11-1H well; $357,680.05
Section 11, Block C9,
PSL/BUCHANAN, M C Survey,
Abstract A-2561
Whirlaway 24 3-H well; $37,357.64
Section 24, Block C9,
PSL/CASEY, L A Survey,
Abstract A-5468
* Topographic Land Surveyors Co. $387,835.34
c/o McAfee & Taft (aggregate)
Two Leadership Square 10th Floor
211 N. Robinson
Oklahoma City, OK 73102
Claim for labor performed, services rendered, and/or materials
and supplies furnished related to the digging, drilling,
torpedoing, operating, completing, maintaining, or repairing of
oil, gas, or water wells, oil or gas pipelines, or mines or
quarries in relation to various property groups.
Nothing contained in this Verified Statement is intended or shall
be construed to constitute (i) a waiver or release of the rights of
the Creditors to have any final order entered by, or other exercise
of the judicial power of the United States performed by, an Article
III court; (ii) a waiver or release of the rights of the Creditors
to have any and all final orders in any and all noncore matters
entered only after de novo review by a United States District
Judge; (iii) consent to the jurisdiction of the Court over any
matter; (iv) an election of remedy; (v) a waiver or release of any
rights the Creditors may have to a jury trial; (vi) a waiver or
release of the right to move to withdraw the reference with respect
to any matter or proceeding that may be commenced in these Chapter
11 Cases against or otherwise involving the Creditors; or (vii) a
waiver or release of any other rights, claims, actions, defenses,
setoffs or recoupments to which the Creditors may be entitled, in
law or in equity, under any agreement or otherwise, with all of
which rights, claims, actions, defenses, setoffs or recoupments
being expressly reserved.
GSBB reserves the right to amend or supplement this Verified
Statement in accordance with the requirements of Bankruptcy Rule
2019.
The Firm can be reached at:
GELLERT SCALI BUSENKELL & BROWN, LLC
Michael Busenkell, Esq.
Amy D. Brown, Esq.
1201 North Orange Street, Suite 300
Wilmington, DE 19801
Telephone: (302) 425-5812
Facsimile: (302) 425-5814
Email: mbusenkell@gsbblaw.com
abrown@gsbblaw.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/66HmDY
About MTE Holdings
MTE Holdings LLC is a privately held company in the oil and gas
extraction business. MTE sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 19-12269) on Oct. 22,
2019. In the petition signed by its authorized representative,
Mark A. Siffin, the Debtor disclosed assets of less than $50
billion and debts of $500 million. Judge Karen B. Owens has been
assigned to the case. The Debtor tapped Kasowitz Benson Torres LLP
as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell, LLP as
its local counsel; and Stretto as its claims and noticing agent.
NATIONAL QUARRY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Two affiliates that simultaneously filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
National Quarry Services, Inc. 20-50070
6216 Clementine Drive
Clemmons NC 27012
NQS Equipment Leasing Company 20-50071
6216 Clementine Drive
Clemmons NC 27012
Business Description: National Quarry Services, Inc. --
https://nationalquarryservice.com --
is a full-service rock-drilling and blasting
company.
Chapter 11 Petition Date: January 23, 2020
Court: United States Bankruptcy Court
Middle District of North Carolina
Judge: Hon. Benjamin A. Kahn
Debtors' Counsel: James C. Lanik, Esq.
WALDREP LLP
101 S. Stratford Road Suite 210
Winston-Salem, NC 27104
Tel: 336-738-0113
E-mail: ccoleman@waldrepllp.com
National Quarry's
Estimated Assets: $1 million to $10 million
National Quarry's
Estimated Liabilities: $10 million to $50 million
NQS Equipment's
Estimated Assets: $1 million to $10 million
NQS Equipment's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Ghris Gifford, president.
Full-text copies of the petitions containing, among other items,
lists of the Debtors' 20 largest unsecured creditors are available
for free at PacerMonitor.com at:
https://is.gd/GsAa1T
https://is.gd/rMaySU
NEWSCO INTERNATIONAL: Committee Seeks to Hire Renshaw as Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Newsco
International Energy Services USA, Inc., seeks approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
Renshaw, P.C. as its legal counsel.
Renshaw will provide services in connection with the Debtor's
Chapter 11 case, which include assisting the committee in
investigating the Debtor's financial affairs and representing the
committee in the drafting of any bankruptcy plan presented to
creditors.
Justin Renshaw, Esq., and J. Durkin Ledgard, Esq., the firm's
attorneys who will be representing the committee, will each charge
an hourly fee of $400.
The firm and its attorneys do not hold any interest adverse to the
committee, according to court filings.
Renshaw can be reached through:
Justin W. R. Renshaw, Esq.
Renshaw, P.C.
2900 Weslayan, Suite 230
Houston, TX 77027
Phone: (713) 400-9001
Fax: (713) 400-9006
Email: justin@renshaw-law.com
About Newsco International
Energy Services USA Inc.
Established in 1994, Newsco International Energy Services USA Inc.
-- www.newsco-drilling.com -- is a global directional drilling and
MWD (measurement while drilling) service company.
Newsco International Energy Services USA filed a voluntary Chapter
11 petition (Bankr. S.D. Texas Case No. 19-36767) on Dec. 4, 2019.
In the petition signed by Corey D. Campbell, chief operating
officer, the Debtor estimated $1 million to $10 million in both
assets and liabilities. Judge David R. Jones oversees the case.
Stephen A. Roberts, Esq., at Clark Hill Strasburger, is the
Debtor's legal counsel.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Jan. 8, 2020. The
committee is represented by Renshaw, P.C.
NORTHERN DYNASTY: Completes $4.2 Million Private Placement
----------------------------------------------------------
Northern Dynasty Minerals Ltd. has completed the private placement
of 11,346,783 common shares of the Company for gross proceeds of
approximately CDN$5.6 million (US$4.2 million). The shares were
issued at the same price as the shares issued in the underwritten
offering, and are subject to applicable resale restrictions,
including a four month hold under Canadian securities legislation.
The securities to be issued pursuant to this transaction have not
been registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent
registration or applicable exemption from the registration
requirements.
About Northern Dynasty Minerals
Northern Dynasty -- http://www.northerndynastyminerals.com/-- is a
mineral exploration and development company based in Vancouver,
Canada. Northern Dynasty's principal asset, owned through its
wholly-owned Alaska-based US subsidiary Pebble Limited Partnership,
is a 100% interest in a contiguous block of 2,402 mineral claims in
southwest Alaska, including the Pebble deposit. The Company is
listed on the Toronto Stock Exchange under the symbol "NDM" and on
the NYSE American Exchange under the symbol "NAK".
Northern Dynasty reported a net loss of C$15.95 million for the
year ended Dec. 31, 2018, compared to a net loss of C$64.86 million
for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company
had C$161.92 million in total assets, C$13.71 million in total
liabilities, and C$148.21 million in total equity.
Deloitte LLP, in Vancouver, Canada, the Company's auditor since
2009, issued a "going concern" qualification in its report dated
April 1, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, stating that the Company incurred
a net loss during the year ended Dec. 31, 2018 and, as of that
date, the Company's consolidated deficit was $487 million. These
conditions, along with other matters, raise substantial doubt about
its ability to continue as a going concern.
OMNICHOICE HEALTH: U.S. Trustee Objects to Disclosure & Plan
------------------------------------------------------------
Nancy J. Gargula, United States Trustee for Region 21, objects to
final approval of the Disclosure Statement and confirmation of the
Plan of Reorganization filed by debtor OmniChoice Health Services,
LLC, on Nov. 13, 2019.
The Debtor states that "[it] is continuing to operate its business
and manage its properties" when, in fact, the Debtor has ceased to
operate its business and is or has transitioned into a different
type of business, the U.S. Trustee points out.
The U.S. Trustee adds that the Disclosure Statement fails to
provide adequate information necessary for parties to make a
meaningful decision on whether to accept or reject the Plan which
is referred to in the Disclosure Statement.
The United States Trustee objects to confirmation of the Plan
because it fails to meet with the requirements of the Bankruptcy
Code. The Plan provides for equity holder(s) to retain their
interests in the Debtor without any contribution of new value. In
the event the Debtor does not obtain the vote of the impaired Class
5 – General Unsecured Creditors, the Debtor will be unable to
satisfy the absolute priority standard of confirmation set forth in
11 U.S.C. Section 1129(b)(2)(B)(ii).
A full-text copy of the U.S. Trustee's objection is available at
https://tinyurl.com/yh6zvnmo from PacerMonitor.com at no charge.
About OmniChoice Health Services
OmniChoice Health Services LLC
--https://www.paramounturgentcare.com/ -- provides urgent care
medical services throughout Central Florida, with seven locations.
The medical centers treat a variety of injuries including cuts,
simple fractures, eye injuries, sprains and strains. The company's
medical centers also treat many types of symptoms including rashes,
sore throats, flu, fever, upper respiratory infections, urinary
tract infections and digestive ailments.
OmniChoice Health Services sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04225) on June
27, 2019. At the time of the filing, the Debtor disclosed $177,815
in assets and $1,148,946 in liabilities. The case is assigned to
Judge Cynthia C. Jackson. Buddy D. Ford, P.A. is the Debtor's
bankruptcy counsel.
ON MARINE: New Asbestos Claimants Committee Member Appointed
------------------------------------------------------------
The U.S. Trustee for Region 3 on Jan. 22, 2020, appointed Christy
Anne Garceau as new member of the committee representing asbestos
personal injury claimants in the Chapter 11 case of ON Marine
Services Company, LLC.
Meanwhile, Willman & Silvaggio, LLP, which was appointed on Jan.
15, resigned from the committee.
The committee is now composed of:
(1) Thomas C. Larkin
c/o John R. Kane, Esquire
Savinis, Kane & Gallucci, LLC
707 Grant Street, Suite 3626
Gulf Tower
Pittsburgh, PA 15219
Phone: (412) 227-6556
Fax: (412) 227-6445
Email: Jkane@sdklaw.com
(2) Pamela Baxter
Co-Representative for the Estate of James Joseph, Sr.
c/o Perry J. Browder, Jr., Esquire
Simmons Hanly Conroy
One Court Street
Alton, IL 62002
Phone: (618) 259-2222
Fax: (618) 259-2251
Email: PBrowder@simmonsfirm.com
(3) John Pudlo
c/o Cooney & Conway
120 N. LaSalle Street, 30th Floor
Chicago, Il 60602
Phone: (312) 236-6166
Fax: (312) 236-3029
Email: maindesk@cooneyconway.com
(4) James B. Walczak
c/o Paul Matheny, Esquire
Law Offices of Peter G. Angelos, P.C.
100 N. Charles Street, 22nd Floor
Baltimore, MD 21201
Phone: (410) 649-2000
Fax: (410) 649-2110
Email: pmatheny@lawpga.com
(5) Robert P. Noroski
c/o Bruce Mattock, Esquire
Goldberg, Persky & White, P.C.
11 Stanwix Street, Suite 1800
Pittsburgh, PA 15222
Phone: (412) 471-3980
Fax: (412) 471-8308
Email: bmattock@gpwlaw.com
(6) Richard Rindfleisch
c/o James L. Ferraro, Esquire
Kelley & Ferraro, LLP
950 Main Avenue, Suite 1300
Cleveland, OH 44113
Phone: (216) 575-0777
Fax: (216) 575-0799
Email: jferraro@kelley-ferraro.com
(7) Christy Anne Garceau
c/o Robert E. Shuttlesworth, Esquire
Shrader & Associates
9 Greenway Plaza, Suite 2300
Houston, TX 77046
Phone: (713) 782-0000
Fax: (713) 571-9605
E-mail: robert@shraderlaw.com
About ON Marine Services Company
ON Marine Services Company is the continuation of the entity
formerly known as Oglebay Norton Company, as part of which the
Ferro Division operated as an unincorporated division. In 1999,
Oglebay Norton Company changed its name to ON Marine Services
Company and became a wholly owned subsidiary of a newly formed
company known as Oglebay Norton Company, an Ohio corporation. The
Ferro Division and/or ON Marine manufactured and sold refractory
products for use exclusively in steelmaking. ON Marine Services
Company ceased all active business operations in 2010.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Pa. Case No. 20-20007) on Jan. 2, 2020. The petition was signed by
Kevin J. Whyte, senior vice president. In its petition, the Debtor
estimated $1 million to $10 million in assets and $100,000 to
$500,000 in liabilities.
The Hon. Carlota M. Bohm oversees the case.
The Debtor tapped Reed Smith LLP as legal counsel; and Epiq Global
Restructuring as claims and notice agent and as administrative
agent.
The U.S. Trustee for Region 3 appointed a committee representing
the Debtor's asbestos personal injury claimants on Jan. 15, 2020.
PHILADELPHIA ENERGY: Hilco Unit's $240MM Offer Declared Winning Bid
-------------------------------------------------------------------
Philadelphia Energy Solutions has declared Hilco Redevelopment
Partners, a unit of Hilco Global, as the winning bidder for the
site where an oil refinery last year released thousands of pounds
of deadly chemicals into the air, Becky Yerak reports for The Wall
Street Journal.
The Hilco unit has offered $240 million to buy the oil refinery
site, the report adds.
About PES Holdings
Headquartered in Philadelphia, Pennsylvania, PES Holdings, LLC --
http://pes-companies.com/-- owns an oil refining complex. The
Philadelphia Energy Solutions Refining Complex operates two
domestic refineries -- Girard Point and Point Breeze -- in South
Philadelphia. The refinery processes approximately 335,000 barrels
of crude oil per day (42 U.S. gallons per barrel). In addition to
producing unbranded gasoline (87, 89 and 93 octane), PES also
produces jet fuel, cleaner-burning diesel, petrochemicals,
liquefied petroleum gas and sulfur in the Northeast. The company
offers a variety of diesels, including ultra-low-sulfur diesel,
non-road, heating oil, locomotive/marine and non-jet kerosene. PES
employs over 1,000 people. PES is owned by The Carlyle Group and a
subsidiary of Energy Transfer Partners, L.P.
PES Holdings and eight of its subsidiaries sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10122) on Jan. 21, 2018. In the petition signed by Gregory G.
Gatta, manager, PES estimated assets and liabilities of $1 billion
to $10 billion.
The Hon. Kevin Gross is the case judge.
The Debtors hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as
financial advisor; Alvarez & Marsal North America, LLC as
restructuring advisor; and Rust Consulting/Omni Bankruptcy as
claims and noticing agent.
In addition, debtor North Yard GP, LLC, tapped Proskauer Rose LLP
as its conflicts counsel, and Bielli & Klauder, LLC, as co-counsel.
Debtor Philadelphia Energy Solutions Refining and Marketing LLC
tapped Chipman Brown Cicero & Cole, LLP as Delaware counsel, and
Curtis, Mallet-Prevost, Colt & Mosle LLP as its conflicts counsel.
PREMIER ON 5TH: Seeks to Hire Timothy W. Gensmer as Legal Counsel
-----------------------------------------------------------------
Premier on 5th, LLC, seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to hire Timothy W. Gensmer, P.A.
as its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include legal advice on bankruptcy-related
matters and the preparation of a plan of reorganization.
The firm received a retainer of 5,783, plus the filing fee of
$1,717.
Timothy Gensmer, Esq., disclosed in court filings that no attorney
employed by his firm represents or has represented a creditor or
any person adverse to the Debtor and its bankruptcy estate.
The firm can be reached through:
Timothy W. Gensmer, Esq.
Timothy W. Gensmer, P.A.
2831 Ringling Blvd., Suite 202-A
Sarasota, FL 34237-5348
Tel: 941-952-9377
Email: tim@timgensmer.com
About Premier on 5th
Premier on 5th, LLC, owns in fee simple a real property in
Sarasota, Fla.
Premier on 5th sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 19-12098) on Dec. 27, 2019. At the
time of the filing, the Debtor disclosed $1,195,000 in assets and
$494,132 in liabilities. Timothy W. Gensmer, P.A. is the Debtor's
legal counsel.
PROMENADE ON FIFTH: Taps Dal Lago Law as Legal Counsel
------------------------------------------------------
Promenade on Fifth, LLC, received approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Dal Lago Law as
its legal counsel.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
a. advise the Debtor of its rights, duties and powers under
the Bankruptcy Code;
b. prepare legal papers;
c. prosecute and defend any causes of action where special
counsel is deemed unnecessary;
d. assist in the formulation of a plan of reorganization or
liquidation;
e. assist the Debtor in considering and requesting the
appointment of a trustee or examiner should such action become
necessary;
f. consult with the Office of the U.S. Trustee concerning the
administration of the Debtor's estate; and
g. represent the Debtor at hearings and other judicial
proceedings.
The current hourly rate for Michael Dal Lago, Esq., is $385 while
the rates for associates and paraprofessionals who may be assigned
to perform work on the case range from $170 to $310 per hour.
Dal Lago Law received from the Debtor's principal a pre-bankruptcy
retainer in the amount of $23,894.
Mr. Dal Lago, president of Dal Lago Law, disclosed in court filings
that the firm's attorneys are "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael R. Dal Lago, Esq.
Christian Garrett Haman, Esq.
Dal Lago Law
999 Vanderbilt Beach Road, Suite 200
Naples, FL 34108
Telephone: (239) 571-6877
Email: mike@dallagolaw.com
chaman@dallagolaw.com
About Promenade on Fifth
Founded on May 8, 2017, Promenade on Fifth, LLC is a holding
company focused on developing a lot located at 599 River Point
Drive, Naples, Fla., which is the company's principal asset.
Promenade on Fifth sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-11894) on Dec. 18,
2019. At the time of the filing, the Debtor disclosed assets of
between $10 million and $50 million and liabilities of the same
range. The Debtor tapped Dal Lago Law as its legal counsel.
QUINCY STREET TOWNHOMES I: Taps Whiteford Taylor as Legal Counsel
-----------------------------------------------------------------
Quincy Street Townhomes I, LLC, and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Columbia to hire
Whiteford, Taylor & Preston L.L.P. as their legal counsel.
The Debtors require the assistance of legal counsel to pursue a
reorganization of their debts; advise them of their duties under
the Bankruptcy Code; prosecute or defend them in any litigation;
and advise them on the legal aspects of contracts, leases,
financing and other business matters.
Whiteford will be paid at these hourly rates:
Partners $415 - $715
Associates $310 - $415
Paralegals/Litigation Support $285 - $345
Nelson Cohen, Esq., and Brent Strickland, Esq., the firm's
attorneys who will be handling the Debtors' Chapter 11 cases, will
each charge an hourly fee of $620.
The firm received a retainer of $30,000 prior to the Debtors'
bankruptcy filing.
Whiteford is "disinterested" within the meaning of Section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Nelson C. Cohen, Esq.
Brent Strickland, Esq.
Whiteford, Taylor & Preston L.L.P.
111 Rockville Pike, Suite 800
Rockville, MD 20850
Telephone: (301) 804-3618/(410) 347-9402
Email: ncohen@wtplaw.com
bstrickland@wtplaw.com
About Quincy Street Townhomes I
Washington, DC-based Quincy Street Townhomes I, LLC is engaged in
activities related to real estate.
Quincy Street Townhomes I and its affiliates, Quincy Street
Townhomes II, LLC and Potomac Construction Flats, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C.
Case No. 19-00826) on Dec. 16, 2019. At the time of the filing,
the Debtor disclosed assets of between $1 million and $10 million
and liabilities of the same range. Judge Martin S. Teel, Jr.
oversees the case. Whiteford, Taylor & Preston L.L.P. is the
Debtor's legal counsel.
REYNOLDS CONSUMER: Moody's Assigns 'Ba1' CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 Corporate Family Rating
and a Ba1-PD Probability of Default Rating to Reynolds Consumer
Products LLC. Moody's also assigned a Ba1 rating to both the
company's proposed $250 million secured first lien revolving credit
facility and $2.475 billion first lien secured term loan, and a
SGL-1 speculative-grade liquidity rating. The outlook is stable.
Reynolds Consumer Products Inc., parent company and guarantor of
RCP, is in the process of an initial public offering and concurrent
separation from Reynolds Group Holdings Limited. Anticipated
proceeds from the initial public offering of $1.25 billion,
together with proceeds from the $2.475 billion term loan noted will
be used to pay a $3.725 billion dividend to RGHL upon separation.
Following the initial public offering, the company will be publicly
traded on Nasdaq with approximately 20% of the company publicly
held and the remaining 80% privately and indirectly owned by
investor, Graeme Hart.
Moody's assigned the following ratings:
Reynolds Consumer Products LLC:
Corporate Family Rating at Ba1;
Probability of Default at Ba1-PD;
$250 million gtd. secured first lien revolving credit facility
expiring in 2024 at Ba1 (LGD4);
$2.475 billion gtd. secured first lien term loan maturing in 2026
at Ba1 (LGD4);
Speculative Grade Liquidity Rating of SGL-1
The outlook is stable.
RATINGS RATIONALE
The Ba1 Corporate Family Rating reflects Reynolds' solid market
position, strong brand name and mature product categories with
stable demand. The company also has good operating performance,
strong free cash flow and very good liquidity. These strengths are
partially offset by the company's exposure to raw material prices,
particularly aluminum and resin, which can be volatile.
Additionally the company has limited geographic diversity and high
customer concentration. Reynolds' financial flexibility is
constrained by the fully-secured nature of its capital structure.
The rating also takes into account positive social trends regarding
convenience and negative social trends of reducing use of
resin-derived products, as well as corporate governance factors
relating to the company's majority ownership by a private investor.
The rating further reflects Moody's expectation that the company's
financial policy will be aggressive with large dividend payments.
Reynolds will have moderately-high financial leverage (debt to
EBITDA) of approximately 3.8x (incorporating Moody's adjustments)
at closing of the transaction. That said, Moody's expects
debt-to-EBITDA leverage to improve to around 3.0x within the next
12 -18 months, reflecting both debt paydown and modest earnings
growth.
The rating also reflects the following ESG factors:
From an environmental perspective, Reynolds' primarily manufactures
its products in the U.S. and follows strict local state and federal
regulations regarding the emission or discharge of materials into
the environment during its manufacturing processes. The company
must obtain certain licenses and is subject to periodic inspections
to ensure compliance.
Social considerations have a mixed effect on Reynolds' business as
consumer trends are shifting towards environmentally friendly
products. Consumers are becoming more environmentally conscious and
looking for products that provide convenience while also "friendly"
towards the environment. Although all of Reynolds' products provide
convenience to the consumer, some are made for one-time use and
utilize plastics such as in trash bags, cups, and cutlery, which
are difficult to biodegrade. Only approximately 43% of the
company's products sold in the US were compostable, recyclable
and/or made from recyclable material. Reynolds is seeking to
actively develop technologies to address current trends by using
recycled, renewable, compostable and other sustainable materials
where possible, but this will require continual investment to
sustain competitive products.
Corporate governance risk is high as Reynolds will continue to be
majority owned by private investor, Graeme Hart, who has
historically been focused on maximizing returns through debt
financed acquisitions. Additionally, Mr. Hart will have the ability
to appoint the entire Board of Directors at Reynolds so long as he
maintains at least 50% ownership of the company. The composition of
the Board of Directors could pose challenges from a governance
perspective as the interests of the private owner may not
necessarily be aligned with public shareholders. Also, Reynolds'
financial policy will remain aggressive given the company plans to
return approximately 50 percent of net income (approximately $170
million annually based on Moody's assumptions) in the form of
dividends. Moody's considers restrictions on dividend payments as
weak under the proposed structure of the credit facilities.
Reynolds has plans to reduce debt-to-EBITDA leverage from 3.7x at
close (based on the company's calculation) to around 2.5x over the
next two years.
The SGL-1 speculative-grade liquidity rating reflects the company's
very good liquidity, bolstered by sizable annual free cash flow, an
undrawn $250 million and a covenant lite structure with no
financial maintenance covenants applicable to the term loan.
The stable outlook reflects Moody's view that Reynolds will
maintain good operating performance, strong free cash flow and very
good liquidity. The outlook also reflects Moody's expectation that
the company's financial leverage will steadily decline from debt
repayment and earnings growth.
Moody's could upgrade the rating if Reynolds maintains good
operating performance, establishes a capital structure with
unsecured debt that is more typical for investment-grade companies,
adopts more conservative financial policies improves corporate
governance, and reduces leverage such that debt to EBITDA is
sustained below 3.0x.
Moody's could downgrade the rating if Reynolds' operating
performance deteriorates, operating cash flow declines, dividend
payments become more aggressive or liquidity weakens. Ratings could
also be downgraded if debt to EBITDA is sustained above 4.0x.
The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.
Reynolds Consumer Products was formed in 2010 as a consumer
products company with brands that were established over 70 years
ago. Products include Reynolds Wrap aluminum foil introduced in
1947 and Hefty waste and food storage bags introduced in the 1960s.
The company produces and sell products across three broad
categories: cooking products, waste & storage products and
tableware. Reynolds' brands include Reynolds®, Hefty®, Presto®,
Diamond, and Alcan. The company also sells its products under
private label store brands. Reynolds will be publicly traded and
approximately 80% owned by Graeme Hart. The company generates about
$3 billion of annual revenues.
REYNOLDS CONSUMER: S&P Assigns 'BB' ICR on IPO Plans
----------------------------------------------------
S&P Global Ratings assigned its 'BB' issuer credit rating to
U.S.-based Reynolds Consumer Products Inc. (RCPI) following the
company's announcement of its plans to complete an initial public
offering (IPO) and enter into a $2.725 billion secured bank credit
facility (around $2.475 billion borrowed at close), the aggregate
net proceeds of which will be distributed to related party Reynolds
Group Holdings Ltd. (RGHL; B+/Stable).
S&P assigned its 'BB+' issue-level rating to the proposed $2.725
billion secured bank credit facility. The '2' recovery rating
indicates that creditors could expect substantial (70%-90%; rounded
estimate: 70%) recovery in the event of a payment default.
All ratings reflect preliminary terms and are subject to review
upon receipt of final documentation, according to S&P.
RCPI has strong market shares in low-growth but stable categories.
Its portfolio is characterized by products with very high consumer
awareness and the No. 1 or 2 position in their respective
categories, which in aggregate total more than $9 billion at
retail. In particular, the Reynolds cooking and baking unit holds
more than 50% market share in foil, bakeware, and cooking
accessories (a strong majority of which is generated from branded
product sales). The Hefty Waste & Storage segment holds almost 20%
market share in trash bags (No. 1 in outdoor bags and No. 2 in
indoor bags, with Clorox's Glad the key branded competitor) and 9%
in food storage bags (S.C. Johnson's Ziploc is No. 1 in the
category, though Hefty is No. 1 in branded slider bags).
The Presto business--which sells store-brand products, the largest
of which are food storage bags and trash bags--further extends
RCPI's reach into lower consumer price points, providing a partial
hedge against potential private-label penetration gains. The Hefty
tableware unit is relatively high-margin with good market shares,
providing some diversification to its cooking and bag businesses.
The stable outlook reflects S&P's expectation that RCPI's adjusted
EBITDA (excluding certain nonrecurring costs) will increase by a
low-single-digit percentage rate in part because of moderating
inflation, resulting in around $150 million DCF for debt repayment
and adjusted leverage around 3.5x in 2020. S&P does not anticipate
a change in PFL's credit quality--which is an important factor in
S&P's rating on RCPI--given the overall stability of its
businesses.
"We could raise the rating if RCPI sustains adjusted leverage below
3.5x, which could also result in a favorable reassessment of PFL's
group credit quality. A higher rating could also result if PFL
substantially reduces its ownership stake and control in RCPI, and
the company continues to offset key risks to its business while
strengthening credit metrics," S&P said.
"We could lower the rating if RCPI's credit quality deteriorates,
potentially because of a significant increase in store-brand
penetration, a loss of business with large customers, meaningful
input cost volatility, or more aggressive financial policies that
result in adjusted leverage sustained above 4x. We could also lower
the rating over the next year if we unfavorably reassess our view
of the PFL's credit quality, which could result if group financial
policy becomes more aggressive or input cost volatility increases.
Lastly, we could lower the rating if RCPI behaves in a manner that
causes us to reassess its insulation from the group, for example
transferring resources to RGHL," the rating agency said.
REYNOLDS GROUP: S&P Affirms 'B+' Issuer Credit Rating on Spin-Off
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
Reynolds Group Holdings Ltd. (RGHL) as well as its 'B+' issue-level
rating on the company's secured debt and 'B-' issue-level rating on
its unsecured debt after the company announced its intention to
proceed with an IPO of subsidiary Reynolds Consumer Products Inc.
(RCPI).
As a result of the transaction, S&P expects that IPO and debt
proceeds raised at RCPI will flow to RGHL and will be partially
used to finance near-term debt maturities due this year. RCPI will
be structured as a stand-alone entity majority owned by Packaging
Finance Ltd., the wholly owned parent of RGHL.
Although the assets are smaller and less diverse, the remaining
business operate in different substrates and generate good cash
flows. S&P projects revenues to be about $6.7 billion in 2020
(pro forma for the divestitures) compared with about $10.3 billion
expected in 2019 (before the divestitures), primarily as a result
of the RCPI and previous Closure Systems International (CSI)
divestitures, significantly lowering the scale of the company by
about a third. In addition, the company's assets will be
significantly less diverse, and S&P expects EBITDA margins to be
lower in the 15%-16% area as RGHL will no longer have the benefits
of the higher-margin RCPI segment. Still, the remaining businesses,
Pactiv, Graham Packaging, and Evergreen, operate in different end
markets and still provide RGHL good substrate diversity, and
operate in a variety of end markets including foodservice,
restaurants, supermarkets, branded consumer products, and fresh
cartons, albeit highly concentrated within North America. In the
third quarter of 2019, revenue for the remaining businesses of RGHL
contracted, resulting from lower volumes and lower pricing, through
both contractual pricing mechanisms as raw material prices decline,
and through price concessions in the spot market. In addition,
higher manufacturing costs and some operating inefficiencies
(particularly with its Evergreen business) have resulted in a
contraction in its adjusted EBITDA margins. The company is taking
steps to address these issues, including ongoing investments in
automation and supply chain management, which should support some
margin improvement going forward. Despite this recent operating
weakness, S&P anticipates the company to generate about $500
million in operating cash flow in 2020 due to stable end market
demand and some lift from expected margin improvement.
The stable rating outlook on Reynolds Group Holdings Ltd. reflects
S&P's expectation that the company's relatively stable end-market
demand of its remaining businesses will continue to support good
free cash flows. In addition, the sale of CSI and proceeds from the
RCPI spin-off will allow the company to reduce its debt obligations
coming due in 2020 and beyond, allowing RGHL to maintain adjusted
leverage in the mid- to low-6x area over the next 12 months.
"We could lower our ratings on RGHL if the company pursued a more
aggressive financial policy that included large acquisitions or
shareholder distributions. This could lead the company to increase
its debt leverage such that its total adjusted debt-to-EBITDA
metric increased to more than 7x," S&P said.
"Although unlikely over the next 12 months, we could raise the
rating on RGHL if it were able to improve cash flows or reduce debt
such that its adjusted debt to EBITDA improved and were sustained
at under 5x. This would also require the company to demonstrate a
commitment to a more conservative financial policy to maintain
leverage at such levels through the cycle, inclusive of potential
future acquisitions," the rating agency said.
RHC LLC: Taps Dal Lago Law as Legal Counsel
-------------------------------------------
RHC, LLC, received approval from the U.S. Bankruptcy Court for the
Middle District of Florida to hire Dal Lago Law as its legal
counsel.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
a. advise the Debtor of its rights, duties and powers under
the Bankruptcy Code;
b. prepare legal papers;
c. prosecute and defend any causes of action where special
counsel is deemed unnecessary;
d. assist in the formulation of a plan of reorganization or
liquidation;
e. assist the Debtor in considering and requesting the
appointment of a trustee or examiner should such action become
necessary;
f. consult with the Office of the U.S. Trustee concerning the
administration of the Debtor's estate; and
g. represent the Debtor at hearings and other judicial
proceedings.
The current hourly rate for Michael Dal Lago, Esq., is $385 while
the rates for associates and paraprofessionals who may be assigned
to perform work on the case range from $170 to $310 per hour.
Dal Lago Law received a $12,216 retainer from Dr. Myles Alpert, a
principal of the Debtor's parent.
Mr. Dal Lago, president of Dal Lago Law, disclosed in court filings
that the firm's attorneys are "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael R. Dal Lago, Esq.
Christian Garrett Haman, Esq.
Dal Lago Law
999 Vanderbilt Beach Road, Suite 200
Naples, FL 34108
Telephone: (239) 571-6877
Email: mike@dallagolaw.com
chaman@dallagolaw.com
About RHC LLC
Founded on March 13, 2018, RHC, LLC is a holding company engaged in
real estate development, operations and ownership in Naples, Fla.
It owns the real properties located at 1800 Snook Drive and 1660
Dolphin Court, Naples, Fla.
RHC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 19-11853) on Dec. 17, 2019. At the time
of the filing, the Debtor disclosed assets of between $1 million
and $10 million and liabilities of the same range. The Debtor
tapped Dal Lago Law as its legal counsel.
RIVERBEND ENVIRONMENTAL: Taps Watkins & Eager as Special Counsel
----------------------------------------------------------------
Riverbend Environmental Services, LLC, seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to hire
Watkins & Eager, PLLC as its special counsel.
Watkins & Eager will assist the Debtor in addressing outstanding
environmental compliance issues related to its municipal solid
waste landfill in Jefferson County, Miss.
The firm will be paid at these hourly rates:
Keith Turner $325
Betty Ruth Fox $295
Louis Lanoux $260
Associates $195
Paralegals $125
The firm received a retainer in the amount of $20,000.
Betty Ruth Fox, Esq., at Watkins & Eager, disclosed in court
filings that the firm does not represent any interest adverse to
the Debtor and its bankruptcy estate.
Watkins & Eager can be reached through:
Betty Ruth Fox, Esq.
Watkins & Eager, PLLC
The Emporium Building
P.O. Box 650
Jackson, MS 39205
Tel: 601.965.1900/601.965.1881
Fax: 601.965.1901
Email: bfox@watkinseager.com
About Riverbend Environmental Services
Riverbend Environmental Services, LLC, a company based in Fayette,
Miss., sought Chapter 11 protection (Bankr. S.D. Miss. Case No.
19-03828) on Oct. 25, 2019. In the petition signed by Jackie
McInnis, manager, the Debtor was estimated to have $10 million to
$50 million in assets and $1 million to $10 million in liabilities.
Judge Katharine M. Samson oversees the case. Craig M. Geno, Esq.,
of the Law Offices of Craig M. Geno, PLLC, is the Debtor's
bankruptcy counsel.
ROAN HOLDINGS: Amends Memorandum and Articles of Association
------------------------------------------------------------
The Board passed a resolution to amend Roan Holdings Group Co.,
Ltd.'s Memorandum and Articles of Association to permit the members
of the Company to pass resolutions in writing without the need to
call meetings. The Company has filed the amended M&A with the BVI
Registry of Corporate Affairs on Jan. 20, 2020. A copy of the
amended M&A is available for free at:
https://is.gd/jeXXgO
About Roan Holdings
Founded in 2009, Roan (formerly known as China Lending) is a
non-bank financial corporation and provides comprehensive financial
services to micro-, small- and medium-sized enterprises, and
individuals. Roan is engaged in asset management, supplier chain
financing, and business factoring. Roan has moved its headquarter
from Urumqi, the capital of Xinjiang Autonomous Region, to
Hangzhou, the capital of Zhejiang province.
China Lending reported a net loss US$94.13 million for the year
ended Dec. 31, 2018, compared to a net loss of US$54.78 million for
the year ended Dec. 31, 2017. As of June 30, 2019, the Company had
US$55.40 million in total assets, US$108.26 million in total
liabilities, $9.99 million in convertible redeemable Class A
preferred shares, and a total deficit of $62.85 million.
Friedman LLP, in New York, the Company's auditor since 2017, issued
a "going concern" qualification in its report dated April 26, 2019,
on the Company's consolidated financial statements for the year
ended Dec. 31, 2018, citing that the Company has incurred
significant losses and is uncertain about the collection of its
loans receivables and extension of defaulted loans. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
ROSEGARDEN HEALTH: May Continue Cash Collateral Use Until Feb. 15
-----------------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Connecticut authorizes Jon Newton, the Chapter 11 Trustee for
the jointly administered estates of The Rosegarden Health and
Rehabilitation Center LLC and Bridgeport Health Care Center Inc. to
use cash collateral through and including Feb. 15, 2020, pursuant
to a budget.
A continued hearing on the Cash Collateral Motion will be held on
Feb. 12, 2020 at 11:30 a.m.
In exchange for the preliminary use of cash collateral by the
Trustee, the Alleged Secured Creditors are granted replacement and
substitute liens in all post-petition assets, having the same
validity, extent, and priority that the Alleged Secured Creditors
possessed as to such liens on the Filing Date.. The Alleged
Secured Creditors are also granted an allowed administrative
expense claim against each of the Debtors on a joint and several
basis, to the extent that the adequate protection proves to be
inadequate.
The Court rules that the Order will not impair the rights of the
Medicaid programs of the State of Connecticut and the Medicare
programs of the U.S. Department of Health and Human Services to
make reductions or withhold any Medicaid or Medicare receivables
arising from services provided by the Debtors through recoupment of
any amounts due to these Medicaid and Medicare programs.
About The Rosegarden Health and
Rehabilitation Center LLC
Located in Waterbury, Connecticut, Bridgeport Health Care Center
and The Rosegarden Health and Rehabilitation Center LLC --
http://www.bridgeporthealthcarecenter.com/-- provide long and
short-term nursing care and rehabilitation services. Bridgeport
offers nursing care, Alzheimer's care, rehab/physical therapy,
wound care, dietary, respite care, and hospice care. Rosegarden
services include 24-hour nursing care, APRN on Staff,
short-term/long-term rehab, physical therapy, speech therapy,
occupational therapy, IV therapy/medical/incontinence management,
CPAP/BIPAP/tracheotomy care, podiatry; dental, audiology services,
respiratory care, among others.
Bridgeport Health Care and Rosegarden sought Chapter 11 protection
(Bankr. D. Conn. Case Nos. 18-50488 and 18-30623, respectively) on
April 18, 2018. In the petitions signed by their chief financial
officer, Chaim Stern, Bridgeport estimated assets and liabilities
of less than $50 million, and Rosegarden Health estimated assets
and liabilities of less than $10 million.
The Hon. Julie A. Manning is the case judge.
Richard L. Campbell, Esq., at White and Williams LLP, serves as the
Debtors' counsel.
William K. Harrington, the United States Trustee for Region 2,
appointed Joseph J. Tomaino as patient care ombudsman in the cases.
The PCO hired Barbara H. Katz, as counsel.
Jon Newton was appointed Chapter 11 trustee for the Debtors. The
Trustee is represented by Reid and Riege, P.C.
ROVIG MINERALS: Lugenbuhl Wheaton Represents Archrock, 2 Others
---------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Lugenbuhl, Wheaton, Peck, Rankin & Hubbard
submitted a verified statement that it is representing (a) Archrock
Partners Operating, LLC; (b) Patterson Services, Inc.; and (c)
Premium Oilfield Services, LLC. In the Chapter 11 cases of Rovig
Minerals, Inc.
As of Jan. 20, 2020, the parties listed and their disclosable
economic interests are:
Archrock Partners Operating, LLC
9807 Katy Freeway, Ste. 100
Houston, TX 77024
* Creditor of Debtor(s) and holder of (1) in rem claim(s) against
property of one or more of the Debtors pursuant to the
Louisiana Oil Well Lien Act, La. R.S. section 9:4861, et seq.;
and (2) in personam claim(s) against one or more of the Debtors
arising from unpaid goods and/or services provided by the
creditor on open account on behalf of one or more of the
Debtors
* Principal Claim Amount: $41,676.94
Patterson Services, Inc.
2801 Buford Avenue Ste. 520
Atlanta, GA 30329
* Creditor of Debtor(s) and holder of (1) in rem claim(s) against
property of one or more of the Debtors pursuant to the
Louisiana Oil Well Lien Act, La. R.S. section 9:4861, et seq.;
and (2) in personam claim(s) against one or more of the Debtors
arising from unpaid goods and/or services provided by the
creditor on open account on behalf of one or more of the
Debtors
* Principal Claim Amount: $590,871.90
Premium Oilfield Services, LLC
4819 Highway 90 West
New Iberia, LA 70560
* Creditor of Debtor(s) and holder of (1) in rem claim(s) against
property of one or more of the Debtors pursuant to the
Louisiana Oil Well Lien Act, La. R.S. section 9:4861, et seq.;
and (2) in personam claim(s) against one or more of the Debtors
arising from unpaid goods and/or services provided by the
creditor on open account on behalf of one or more of the
Debtors
* Principal Claim Amount: $505,277.41
Counsel for Archrock Partners Operating, LLC; Patterson Services,
Inc.; and Premium Oilfield Services, LLC can be reached at:
LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD
Benjamin W. Kadden, Esq.
James W. Thurman, Esq.
601 Poydras Street, Suite 2775
New Orleans, LA 70130
Telephone: (504) 568-1990
Facsimile: (504) 310-9195
Email: bkadden@lawla.com
jthurman@lawla.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/XYjVBQ and https://is.gd/v9jXQc
About Rovig Minerals
Rovig Minerals, Inc. -- http://www.rovigminerals.com/-- was
founded in 1980 in Billings, Mont., to pursue exploration and
development of mineral, oil and gas projects around the world.
On Sept. 25, 2019, creditors FDF Energy Services LLC, Tri-City
Services Inc., Oil Country Tubular Corp., DH Rock Bit Inc., Aldonsa
Inc. filed an involuntary Chapter 11 petition against the Debtor
(Bankr. W.D. La. Case No. 19-51133). The creditors are represented
by Michael A. Crawford, Esq., at Taylor, Porter, Brooks &
Phillips.
On Oct. 18, 2019, the Debtor and the Petitioning Creditors signed a
joint stipulation to convert the involuntary to a voluntary chapter
11 and for entry of a consent order for relief pursuant to 11
U.S.C. Sec. 303(h)(1).
The case is assigned to Judge John W. Kolwe.
The Debtor tapped H. Kent Aguillard, Esq., and Caleb Aguillard,
Esq., as its bankruptcy attorneys.
RPI INTERMEDIATE: Moody's Assigns Ba1 Rating on Sr. Sec. Term Loan
------------------------------------------------------------------
Moody's Investors Service assigned a Ba1 senior secured rating to
the new term loans of RPI Intermediate Finance Trust. In addition,
Moody's assigned a Ba1 Corporate Family Rating and Ba1-PD
Probability of Default Rating. The outlook is stable.
RPI Intermediate Finance Trust is a new entity being formed as part
of a recapitalization of RPI Finance Trust, which is rated Baa3.
Proceeds of the term loans will be used to repay debt at RPI
Finance Trust in a leverage neutral transaction. RPI Intermediate
Finance Trust will own about 20% of the royalty interests acquired
by RPI Finance Trust prior to June 2020, and will cease making any
new royalty acquisitions, essentially operating in a wind-down
mode.
Ratings assigned to RPI Intermediate Finance Trust:
Ba1 (LGD4) senior secured term loan A due 2025
Ba1 (LGD4) senior secured term loan B due 2027
Ba1 Corporate Family Rating
Ba1-PD Probability of Default Rating
Outlook actions:
Assigned at Stable
RATINGS RATIONALE
RPI Intermediate Finance Trust's Ba1 Corporate Family Rating and
senior secured rating reflects the strong product portfolio
underlying the company's royalty streams. It also reflects the
company's excellent track record of successfully acquiring royalty
interests on blockbuster drugs. Royalties on products acquired in
the last several years such as Imbruvica and cystic fibrosis drugs
have strong growth prospects and will provide long-tailed revenue
streams.
Offsetting these strengths, the company faces an increasing degree
of revenue concentration as royalties on each product generally
terminates on a set schedule, increasing the reliance on remaining
products. Moody's anticipates that the three largest drugs will
represent about 70% of royalties within the next three years.
Financial leverage is moderately high at the outset for the level
of business risk, with debt/EBITDA of about 3.0x. This will decline
over time as the term loans are repaid. However, provisions of the
credit agreement will allow generous unitholder distributions once
the excess cash flow sweep is satisfied. As a result, the term
loans are unlikely to be fully repaid by the maturity dates, and
will be subject to refinancing risk.
Liquidity will remain good, with cash flow in excess of cash
requirements, which primarily include term loan amortization.
Together, the term loan A and B amortization will total about $90
million per year.
RPI Intermediate Finance Trust is subject to various social and
governance risks. Social risks include exposure to legislative
actions aimed at curbing prescription drug prices. Some drugs in
the portfolio including Imbruvica, Xtandi and Erleada have
significant use within the Medicare Part D program - an area of
increasing focus for drug pricing reform. Governance considerations
include a financial policy that Moody's expects will result in the
majority of cash flow being used for unitholder distributions.
Collateral for the secured term loans includes first priority
security interest over the equity of RPI Intermediate Finance
Trust, its assets, the equity and assets of wholly-owned domestic
subsidiaries and 65% pledge of equity of owned foreign
subsidiaries, and its proportional equity ownership of Royalty
Pharma Investments (RPI). RPI holds royalty interests acquired
before 2020, as well as the equity in Royalty Pharma Collection
Trust, the entity that holds royalty interests acquired before
August 2011.
The rating outlook is stable, reflecting Moody's expectation that
debt/EBITDA will be under 3.0x and will steadily decline over time,
albeit with rising portfolio concentration.
Factors that could lead to an upgrade include strong underlying
performance of the drugs in the portfolio, and rapid debt reduction
well in excess of required amortization.
Factors that could lead to a downgrade include significant
disruption in royalties on any core products, a substantial
reduction in revenue diversity, or debt/EBITDA sustained above 3.0
times.
The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.
RPI Intermediate Finance Trust is a Delaware trust affiliated with
Royalty Pharma. Royalty Pharma is engaged in the business of
acquiring royalty interests in various pharmaceutical and
biotechnology products from universities, inventors, and
pharmaceutical companies. Pro forma annual revenues of RPI
Intermediate Finance Trust total approximately $0.5 billion.
RUBEN JASSO: Ad Valorem Taxes Cut Unsecureds' Dividend to 37.3%
---------------------------------------------------------------
Ruben Jasso Trucking, LLC, filed a Fourth Amended Disclosure
Statement on Jan. 3, 2020, for its Fourth Amended Plan of
Reorganization dated Dec. 12, 2019, as since corrected to reflect
accurately the events of Dec. 13-31, 2019.
RJT has encountered two major setbacks in 2019.
The first was that the El Paso County Central Appraisal District,
which makes property evaluations for ad valorem taxes, decided for
the first time to impose a tax valuation upon the Debtor's tractors
and trailers. The valuation was $3.97 million, a figure the Debtor
considers excessive. The tax upon the $3.97 million value
assessment comes to $135,000 per year. This is roughly twice the
amount which the Debtor's Plan had proposed to apy annually to the
general unsecured creditors. The Debtor has appealed these
assessments. The appeal is expected to be heard in the spring of
2020. The Debtor's Plan has been revised, to propose to pay 25% of
the 135,000 tax for each year amount. If the tax comes out higher
than that, after appeal the Plan adjusts for that eventuality, but
it is unlikely the Debtor will be able to afford the higher
payments unless there is material success on appeal.
The second unexpected setback was the General Motors strike which
began in early September 2019. The closing of the U.S. plants was
quickly followed by closing of GM's affiliated plans in Juarez,
Mexico. There was suddenly no need for transport of the huge
amounts of finished and processed parts that come into the U.S.
from the maquilas in Juarez. Hauling contracts dropped sharply.
RJT wrote to secured lenders in early October to request reductions
in its monthly adequate protection payments. In most cases, the
reductions were accepted cutting adequate protection payments,
until a Plan is confirmed, to a figure halfway between the proposed
Plan payments and the adequate protection payments.
The funds to pay the ad valorem taxes will have to come out of the
funds which the Second Amended Plan had earmarked for an 85%
dividend to general unsecured claims in Class 12. RJT hopes that
the Class 12 creditors will understand that the funds required to
pay the ad valorem taxes will include not only 2017, 2018 and 2019,
but also each future year going forward.
The impact of the ad valorem taxes' payment on the distribution to
Class 12 creditors is expected to lower thr Class 12 payout to
$177,000. The new dividend to Class 12 is estimated to be 37.3% in
order to enable payment of the ad valorem taxes. That is a "best
case" scenario of how the ad valorem tax liability will turn out.
If the appeal results on the 2017, 2018 and 2019 years are worse by
more than $100,000 in the aggregate over the life of the Plan, then
the payments to Class 12 will decrease by 50 cents for each
additional dollar over $100,000 needed to pay the ad valorem
taxes.
A full-text copy of the Fourth Amended Disclosure Statement dated
Jan. 3, 2020, is available at https://tinyurl.com/yjpcyttq from
PacerMonitor.com at no charge.
Attorney for the Debtor:
E.P. BUD KIRK
600 Sunland Park Drive
Bldg. Four, Suite 400
El Paso, TX 79912
Tel: (915) 584-3773
Fax: (915) 581-3452
E-mail: Budkirk@aol.com
About Ruben Jasso Trucking
Ruben Jasso Trucking, LLC, is a commercial trucking company. It
was formed July 10, 2006 by Ruben Jasso and was consistently
profitable for the next nine years, principally serving the
maquiladora-automotive industry along the border between Juarez,
Mexico and El Paso, Texas. As of the bankruptcy filing, its fleet
of commerical vehicles numbered 45 over-the-road tractors, 47
over-the-road trailers, and 3 local delivery trucks.
Ruben Jasso Trucking filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tex. Case No. 18-31630) on Sept. 28, 2018. In the petition
signed by Ruben Jasso, managing member, the Debtor estimated $1
million to $10 million in assets and liabilities. The case is
assigned to Judge Christopher H. Mott. The Debtor hired E.P. Bud
Kirk, Esq., at Law Office of E.P. Bud Kirk, as counsel.
RYDER CONTRACTING: Angelena Ryder Says Plan Does Not Mention Claim
------------------------------------------------------------------
Objection to Ryder Contracting, inc., debtor, Disclosure Statement
and proposed Chapter 11 Plan by Angelena Ryder.
Angelena Ryder states that the disclosure plan and plan of
reorganization does not mention her or her claim.
Angelena Ryder as the Court to deny approval of the disclosure and
plan of reorganization and to require the Debtor to disclose the
evaluation of any preferences and what plan if any to pursue
preferences or preferences are not being pursued the rationale for
why not; to also explain why the Debtor has not honored the wage
withholding order for the claimants alimony payment; to explain
what happened with the life insurance with $150,000 cash surrender
value and to explain why the phone bills and the power bills for
the principal of the debtor is being paid by the debtor.
Angelena Ryder's counsel:
ANDREW S. NASON
PEPPER & NASON
8 Hale Street
Charleston, West Virginia 25301
Tel: (304) 346-0361
About Ryder Contracting
Ryder Contracting, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 19-20087) on March 4,
2019. At the time of the filing, the Debtor had estimated assets
of less than $50,000 and liabilities of less than $50,000. The
case has been assigned to Judge Frank W. Volk. The Debtor tapped
the Law Office of John Leaberry as its bankruptcy counsel.
SARAH AIR: Trustee Selling Aircraft to Eagle Works for $217K
------------------------------------------------------------
Kelly Hagan, Chapter 11 trustee for Sarah Air, LLC, asks the U.S.
Bankruptcy Court for the Western District of Michigan to authorize
the sale of a Cirrus Design Corp model SR22 aircraft bearing serial
number 2235 with one Teledyne Continental Motors to Eagle Works,
LLC for $217,000, subject to higher and better offers.
Among the assets of the estate is the Aircraft. The Trustee asks
approval to sell it free and clear of all liens, interests and
encumbrances with liens and encumbrances attaching to the proceeds
of the sale.
The Aircraft is encumbered by a security interest granted to
KeyBank National Association dated July 19, 2019 securing
obligations in excess of $100 million. The Security Agreement is
in dispute and is subject to an adversary proceeding being
prosecuted by the Trustee, being Adversary Proceeding 19-80119-swd.
The Adversary Proceeding asserts that the Security Agreement
should be voided on various grounds. The Granting of the Security
Agreement was done within the 90 days of the Petition Date to
secure obligations of separate entities referred to as the
Interlogic Borrowers.
The Trustee does not believe that the Aircraft is encumbered by any
other obligation except the obligation, if any, owed to KeyBank.
KeyBank consents to the sale set forth in the Motion. In addition,
the Security Agreement is in a bonafide dispute as set forth in the
Adversary.
Any transfer taxes or other taxes or fees imposed upon the sale of
the Aircraft will be paid from the sale proceeds.
The Trustee has hired Goshen Air Center to assist in the sale of
the Aircraft. The Broker has been very active in obtaining offers
for the Trustee on the Aircraft and was instrumental in bringing
the accepted offer to the Trustee.
The Trustee has accepted an offer for the Aircraft in the amount of
$217,000 pursuant to the Aircraft Purchase Agreement. The Trustee
has reviewed sales comparisons for similar Aircraft as well as
appraisals of the aircraft and believes that the purchase price for
the Aircraft is fair and reasonable.
The Trustee asks approval for the payment of ordinary closing costs
including fees and taxes imposed upon the sale of the Aircraft, and
customary fees charged by Insured Aircraft Title Service, LLC who
acts as escrow agent in the transfer of the Aircraft to the Buyer.
All valid liens, interests and encumbrances attaching to the
Aircraft will attach to the net proceeds from the sale of the
Aircraft.
The transfer of the Aircraft will be "as is, where is" and free and
clear of all liens, interests and encumbrances.
The sale is subject to bankruptcy court approval and any better
offers submitted to the Trustee up until the deadline to object to
the sale. Better offers may be submitted to Kevin M. Smith,
attorney for the bankruptcy estate by mail or email at
ksmith@bbssplc.com. In the event that there are competing bidders,
the Trustee will establish bidding procedures to obtain the highest
purchase price.
The Trustee also asks the approval of the Broker's commission at
2.5% of the gross sales price, to be paid at closing. After the
payment of all undisputed liens, closing costs, fees and taxes,
Broker's Commission and the like, the sale proceeds will be held by
the Trustee subject to a determination of the validity and extent
of the attachment of the Security Agreement to the Aircraft and its
proceeds.
A copy of the Contract is available at https://tinyurl.com/sxr5q8g
from PacerMonitor.com free of charge.
About Sarah Air LLC
Sarah Air, LLC, an air conditioning contractor in Pinellas Park,
Fla., sought Chapter 11 protection (Bankr. W.D. Mich. Case No.
19-04268) on Oct. 8, 2019, listing under $1 million in both assets
and liabilities. The case is jointly administered with six other
affiliates under Najeeb Ahmed Khan (Bankr. W.D. Mich. Lead Case No.
19-04258.) The Debtor tapped Robert F. Wardrop, II, Esq., at
Wardrop & Wardrop. P.C., as counsel.
Kelly M. Hagan was appointed as Chapter 11 trustee for the Debtor.
The trustee is represented by Kevin M. Smith, Esq., at Beadle
Smith, PLC.
SBA COMMUNICATIONS: S&P Rates New $750MM Sr. Unsecured Notes 'BB-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '5'
recovery rating to Boca Raton, Fla.-based wireless tower operator
SBA Communications Corp.'s proposed $750 million senior unsecured
notes due 2027. The '5' recovery rating indicates S&P's expectation
for modest (10%-30%; rounded estimate: 10%) recovery in the event
of a payment default. The company will use the proceeds from these
notes to redeem the $750 million of its 4.875% senior unsecured
notes due 2022 that remain outstanding.
Because the transaction will not materially affect the company's
credit metrics, S&P's 'BB' issuer credit rating and stable outlook
on SBA Communications remain unchanged. Absent a revision to the
company's financial policies, which include shareholder
distributions, stock buybacks, and a stated net leverage target of
7.0x-7.5x, S&P expects the company's adjusted debt to EBITDA to
remain elevated at about 8x (including adjustments for operating
leases).
SOURCE ENERGY: DBRS Lowers Issuer Rating to CCC(high)
-----------------------------------------------------
DBRS Limited downgraded Source Energy Services Canada LP and Source
Energy Services Canada Holdings Ltd.'s (together, the Co-Issuers)
Issuer Rating and Senior Secured First Lien Notes (the Senior
Notes) rating to CCC (high) from B (low) and B, respectively. The
action removes the Co-Issuers' ratings from Under Review with
Negative Implications, where they were placed on November 21, 2019.
All trends are Negative. The recovery rating on the Senior Notes
has been lowered to RR4 from RR3. DBRS Morningstar based its
analysis on the consolidated financial statements of the ultimate
holding company, Source Energy Services Limited (Source or the
Company).
The removal of the Under Review with Negative Implications status
of the ratings follows the Company's announcement that it had (1)
reached an agreement with its banking syndicate to lower the Fixed
Charge Coverage Ratio applicable under the Company's asset-backed
credit facility (Credit Facility) from a minimum of 1.25 times (x)
to 1.10x; and (2) received $5.9 million of insurance proceeds in
connection with the accident at its Fox Creek terminal. The
covenant relaxation and receipt of insurance proceeds should
provide the Company with some near-term flexibility. However, oil
field service (OFS) activity levels and pricing for OFS services in
the Western Canadian Sedimentary Basin (WCSB) is expected to remain
challenging in 2020 as oil and gas producers have largely indicated
that they will spend within cash flow until there is better
visibility regarding market access for hydrocarbons out of the
basin. The downgrade of the issuer rating reflects DBRS
Morningstar's expectation that the Company's lease-adjusted,
debt-to-cash flow, and EBIT interest coverage ratios will remain
well outside the range for the B (low) rating over the next 24
months because of weaker earnings and cash flow. The downgrade also
acknowledges that Source's liquidity continues to be a concern.
While DBRS Morningstar expects Source to meet its obligations over
the next 12 months from operating cash flow and available liquidity
under the Credit Facility, the Company has minimum flexibility to
withstand a further reduction in activity levels. The downgrade of
the Senior Notes by an additional notch reflects the change in
recovery rating to RR4 (expected recovery of 30% to 60%) from RR3
(expected recovery of 60% to 80%) in the event of a default. The
outlook for OFS activity levels in the WCSB is highly uncertain.
Any improvement is conditional on better visibility for long-term
market access out of the WCSB which is unlikely until at least
2021. Consequently, DBRS Morningstar expects valuation discounts to
deepen in the event of a sale due to default in the near term.
The Negative trends primarily reflect the high degree of
uncertainty associated with the refinancing of the Senior Notes
which mature in December 2021. The Company will have to pursue
refinancing in an environment where access to capital markets for
high-yield issuers in the Canadian OFS industry remains
constrained. DBRS Morningstar notes that a distressed exchange of
the Senior Notes could result in a Selective Default (See Default
definition on dbrs.com).
DBRS Morningstar may further downgrade the ratings if financial
performance is weaker than expected, liquidity worsens, or if the
Company initiates a distressed exchange on its Senior Notes. A
rating upgrade is unlikely in the medium term and would require
material improvement in the Company's lease-adjusted, debt-to-cash
flow, and EBIT interest coverage ratios. DBRS Morningstar may
change the trend to Stable if the Company successfully refinances
the Senior Notes.
Notes: All figures are in Canadian dollars unless otherwise noted.
SOUTHERN MISSISSIPPI: Unsecureds Owed $600K to Split $40K in Plan
-----------------------------------------------------------------
Southern Mississippi Funeral Service, LLC, filed with the U.S.
Bankruptcy Court for the Southern District of Mississippi, Southern
Division, a plan of reorganization.
According to the Disclosure Statement, the Debtor's Plan of
Reorganization will afford the Debtor the opportunity and ability
to continue in business as a viable going concern and will maximize
the recovery of all creditors under the circumstances.
Priority Claims and Secured Claims will be paid at approximately
$15,550 per month or $186,600 per year for the first three years.
At the end of the third year, the priority creditors will be paid
in full.
Holders of General Unsecured Claims owed an estimated $600,000 will
receive a pro rata share of $40,000 which will be paid in four
annual installments of $10,000 beginning on the 12 months after the
effective date of the Plan.
The Debtor's gross income is projected to be approximately $850,000
per calendar year based on 2019 figures and progress made in
recovery in 2019. Operating expenses for 2020 are estimated to be
approximately $450,000. Administrative expenses of the cost of the
Chapter 11 bankruptcy proceeding are estimated to be $30,000. Net
after-tax income for the first year of the five year plan is
estimated at $275,000.
A full-text copy of the Disclosure Statement dated Dec. 31, 2019,
is available at https://tinyurl.com/spszluo from PacerMonitor.com
at no charge.
a full-text copy of the Plan is available at
https://tinyurl.com/vfemcc4
The Debtor is represented by:
Patrick A. Sheehan
Sheehan & Ramsey, PLLC
429 Porter Avenue
Ocean Springs, MS 39564
Tel: (228) 875-0572
Fax: (228) 875-0895
E-mail: pat@sheehanlawfirm.com
About Southern Mississippi Funeral Service
Southern Mississippi Funeral Service, LLC -- https://www.smfs.us/--
offers burial or graveside services, cremation services, memorial
services and specialty funeral services.
Southern Mississippi Funeral Service filed a voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case
No.18-51483) on July 31, 2018. In the petition signed by Stephen A.
Hilton, president, the Debtor estimated $1 million to $10 million
in both assets and liabilities. Judge Katharine M. Samson presides
over the case. The Debtor tapped Sheehan Law Firm as bankruptcy
counsel; The Dummer Law Group as special counsel; and Howell CPA,
PA as accountant.
SPERLING RADIOLOGY: Order on Appointment of Ombudsman Vacated
-------------------------------------------------------------
Sperling Radiology P.C., P.A., doing business as Sperling Prostate
Center, sought and obtained from the Bankruptcy Court an order to
the waive the appointment of a patient care ombudsman. At the
Debtor's behest, Judge Mindy A. Mora on Jan. 21, 2020, ordered that
the Court's order directing the U.S. Trustee to appoint a PCO is
VACATED.
About Sperling Radiology P.C.
Sperling Radiology P.C., P.A. is a privately held company in
Delray
Beach, Florida that offers radiology services.
Sperling Radiology filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
19-26480) on Dec. 10, 2019. In the petition signed by Sam
Farbstein, chief operating officer, the Debtor estimated $1 million
to $10 million in both assets and liabilities. Philip J. Landau,
Esq. at Shraiberg, Landau & Page, P.A., is the Debtor's counsel.
SPERLING RADIOLOGY: Says Patients' Ombudsman Unnecessary
--------------------------------------------------------
Sperling Radiology, P.C., P.A. d/b/a Sperling Prostate Center,
requests that the Court determine that the appointment of an
ombudsman is not necessary for the protection of patients under the
specific facts of this case.
The Debtor is a medical practice in Delray Beach, Florida providing
effective techniques in prostate cancer diagnosis and treatment.
Operations at the facility are out-patient, meaning that the
patients do not stay at the Debtor's facility overnight and are not
overly dependent on the Debtor. Dan Sperling is the sole medical
doctor and maintain professional liability insurance. The extent
of coverage is as follows: (i) Florida: $500,000 per claim
limit/$1,500,000 aggregate limit; (ii) New York: $1,300,000 per
claim limit/$3,900,000 aggregate limit.
The Debtor notes that it is inspected annually by the Florida
Department of Health to ensure compliance with applicable rules and
regulations. The Debtor has always been found to be compliant with
said rules and regulations. The Debtor cannot bear the
administrative burden of an ombudsman while attempting to
successfully reorganize.
Attorneys for the Debtor:
SHRAIBERG, LANDAU & PAGE, P.A.
2385 NW Executive Center Drive, Suite 300
Boca Raton, Florida 33431
Telephone: 561-443-0800
Facsimile: 561-998-0047
E-mail: plandau@slp.law
pdorsey@slp.law
jlanphear@slp.law
A full-text copy of the Motion is available at
https://tinyurl.com/yk4zz9zm from PacerMonitor.com at no
charge.
About Sperling Radiology P.C.
Sperling Radiology P.C., P.A. is a privately held company in Delray
Beach, Florida that offers radiology services.
Sperling Radiology filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
19-26480) on Dec. 10, 2019. In the petition signed by Sam
Farbstein, chief operating officer, the Debtor was estimated to
have $1 million to $10 million in both assets and liabilities.
Philip J. Landau, Esq. at Shraiberg, Landau & Page, P.A., is the
Debtor's counsel.
STEM HOLDINGS: Director Quits to Pursue Other Interests
-------------------------------------------------------
Jessica Michelle Feingold resigned as a member of Stem Holdings,
Inc.'s Board of Directors, effective Jan. 17, 2020, in order to
pursue other interests. The Company concurrently accepted Ms.
Feingold's resignation. While the Company will not immediately
appoint a successor director, Dennis A. Suskind, former general
partner for Goldman Sachs & Co. LLC, will join Stem's Board of
Directors effective during the first calendar quarter of 2020.
Suskind had previously joined Stem's Advisory Committee in May 2019
and has strongly contributed to the Company's ongoing growth and
strategic planning initiatives.
About Stem Holdings
Headquartered in Boca Raton, Florida, Stem Holdings, Inc. --
http://www.stemholdings.com/-- is a multi state operator,
vertically integrated cannabis company with state-of-the-art,
growing, cultivation, processing, extraction, retail, and
distribution operations. Stem markets its 14 brands through its
own retail cannabis properties and to other recognized cannabis
operators.
Stem incurred a net loss of $7.86 million for the fiscal year ended
Sept. 30, 2018, compared to a net loss of $2.75 million for the
fiscal year ended Sept. 30, 2017. As of June 30, 2019, Stem
Holdings had $40.80 million in total assets, $5.70 million in total
liabilities, and $35.10 million in total equity.
LJ Soldinger Associates, LLC, in Deer Park, IL, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated Jan. 14, 2019, on the Company's consolidated financial
statements for the year ended Sept. 30, 2018, citing that the
Company and its affiliates, in the upcoming year, are expected to
start engaging in the production and sale of cannabis and related
products, an activity that is illegal under United States Federal
law for any purpose, by way of Title II of the Comprehensive Drug
Abuse Prevention and Control Act of 1970, otherwise known as the
Controlled Substances Act of 1970. This fact raises substantial
doubt as to the Company's ability to continue as a going concern.
SUGARFINA INC: Exclusivity Period Extended Until May 5
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended the
exclusive period for Sugarfina, Inc. and its affiliates to file a
Chapter 11 plan to May 5, and the period to solicit acceptances for
the plan to July 2.
The companies told the court that negotiations with the official
committee of unsecured creditors and lenders are proceeding in
earnest but have not yet been concluded, and issues with litigation
parties, have impeded their efforts to prepare and file a plan.
About Sugarfina Inc.
Sugarfina Inc. -- https://www.sugarfina.com/ -- operates an
"omnichannel" business involving design, assembly, marketing and
sale of confectionary items through a retail fleet of 44 "Candy
Boutiques", including 11 "shop in shops" within Nordstrom's
department stores, a wholesale channel, e-commerce, international
franchise, and a corporate and custom channel. Its offerings are
sourced from the finest candy makers in the world and include such
iconic varieties as Champagne Bears, Peach Bellini, Sugar Lips,
Green Juice Bears and Cold Brew Bears. The Debtors employ 335
people, including 71 individuals at their headquarters in El
Segundo, Calif.
Sugarfina, Inc. and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No.19-11973) on Sept. 6, 2019. At the
time of the filing, the Debtor disclosed assets of between $10
million and $50 million and liabilities of the same range.
The Hon. Mary F. Walrath is the case judge.
The Debtors tapped Morris James LLP as counsel, and Force Ten
Partners, LLC as financial advisor. BMC Group Inc. is the claims
agent.
Andrew Vara, acting U.S. trustee for Region 3, appointed a
committee of unsecured creditors on Sept. 17, 2019. The committee
tapped Bayard, P.A. as its legal counsel, and Province, Inc. as
its financial advisor.
TAMARACK AEROSPACE: DH Aeronautics to be Paid in Full in 8 Years
----------------------------------------------------------------
Debtor Tamarack Aerospace Group, Inc., filed the First Amended
Disclosure Statement to accompany its First Amended Plan of
Reorganization.
Tamarack's sales have increased dramatically postpetition under the
direction of the new leadership team and management, despite the
Chapter 11 filing, and the misleading and inaccurate information
released by the FAA which caused confusion in the market. As
evidenced by the projections, Tamarack is on track to be cash flow
positive in the immediate future and is projected to continue to
increase Winglet sales for years to come.
TAGJET, LLC, holds an allowed secured claim for post-petition
financing in the amount of $867,555. The amount of TAGJET, LLC's
secured claim will likely increase as the Debtor draws upon the
available line of credit under the TAGJET Loan Agreement which
provides financing up to $1,950,000. The TAGJET, LLC loan is
current and will be paid in the ordinary course of business in
accordance with the terms and conditions of the TAGJET, LLC Loan
Agreement.
The Debtor's largest unsecured debt obligation is DH Aeronautics
Notes 1 & 2, which are estimated to total approximately $5,304,718.
The two DH Aeronautics notes will be paid in full over a period of
8 years instead of 6 years from prior iteration of the Plan.
The Debtor owes an unsecured debt obligation to founder Nicholas
Guida in the amount of $19,900. Mr. Guida has voluntarily agreed
to subordinate payment of his note to the payment of all other
creditors holding allowed claims.
The Plan is premised upon the Debtor and/or Reorganized Debtor's
ability to increase sales, continue business operations, and
implement its business plan over the course of the next eight
years. Tamarack will utilize its operating line of credit, to the
extent necessary to fund administrative, priority, and general
unsecured claims. Other long-term debt obligations will be paid
with operating revenue.
A full-text copy of the Amended Disclosure Statement dated Dec. 31,
2019, is available at https://tinyurl.com/yzrdgo74 from
PacerMonitor.com at no charge.
The Debtor is represented by:
John D. Munding
MUNDING, P.S.
9425 N. Nevada St., Suite 212
Spokane, WA 99218
Tel: 509-624-6464
E-mail: John@Mundinglaw.com
About Tamarack Aerospace Group
Tamarack Aerospace Group, Inc. -- https://tamarackaero.com/ -- is
an aerospace engineering and aircraft modification company in
Sandpoint, Idaho. It designs and develops innovative technology
for business, commercial, and military aircraft, specializing in
its revolutionary Active Winglets.
Tamarack Aerospace Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Wash. Case No. 19-01492) on June 1,
2019. At the time of the filing, the Debtor estimated assets of
between $10 million and $50 million and liabilities of the same
range. The case is assigned to Judge Frederick P. Corbit. The
Debtor is represented by John D. Munding, Esq., at Munding, P.S.
TAMARACK AEROSPACE: Feb. 25, 2020 Plan Confirmation Hearing Set
---------------------------------------------------------------
On Dec. 19, 2019, the U.S. Bankruptcy Court for the Eastern
District of Washington entered an order approving the written
disclosure statement filed by debtor Tamarack Aerospace Group, Inc.
and established the following dates and deadlines:
* Feb. 17, 2020, is the deadline for parties in interest to file
a written objection to the confirmation of the plan.
* Feb. 25, 2020, at 10:00 a.m., is the tentative confirmation
hearing.
* Feb. 7, 2020, is the deadline to file written ballots for
accepting or rejecting plan.
A full-text copy of the filing is available at
https://tinyurl.com/yhhn78zj from PacerMonitor.com at no charge.
About Tamarack Aerospace Group
Tamarack Aerospace Group, Inc. -- https://tamarackaero.com/ -- is
an aerospace engineering and aircraft modification company in
Sandpoint, Idaho. It designs and develops innovative technology for
business, commercial, and military aircraft, specializing in its
revolutionary Active Winglets.
Tamarack Aerospace Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Wash. Case No. 19-01492) on June 1,
2019. At the time of the filing, the Debtor estimated assets of
between $10 million and $50 million and liabilities of the same
range. The case is assigned to Judge Frederick P. Corbit. The
Debtor is represented by John D. Munding, Esq., at Munding, P.S.
TEMPSTAY INC: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee on Jan. 21, 2020, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of TempStay, Inc.
About TempStay Inc.
Based in Houston, Texas, TempStay, Inc. filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Case No. 19-36776) on Dec. 5, 2019, listing under $1 million
in both assets and liabilities. Margaret Maxwell McClure, Esq., is
the Debtor's counsel. Judge Eduardo V. Rodriguez oversees the
case.
THREE DOUGH: Seeks to Hire Kelly King as Accountant
---------------------------------------------------
Three Dough Boys, LLC, seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Kelly King
Consultant, LLC as its accountant.
The services to be rendered by the firm include:
a. preparing and reviewing the Debtor's financial statements;
b. preparing payroll and sales tax reports when due;
c. providing end-of-year accounting services;
d. providing general accounting services;
e. preparing monthly operating reports; and
f. assisting the Debtor in preparing bankruptcy filings and
documents, including projections of future income and expenses for
a potential sale of the Debtor's operation.
Kelly King, principal of Kelly King Consultant and the firm's
accountant who will be providing the services, will charge an
hourly fee of $60.
Kelly King Consultant is "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Kelly King
Kelly King, Consultant, LLC
6300 Ridglea Place, Suite 500
Fort Worth, TX 76116
About Three Dough Boys
Three Dough Boys, LLC, is a franchisee of Mr. Gatti's Pizza, LLC.
It operates nine pizza restaurants in Austin, Texas.
Three Dough Boys sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-45141) on Dec. 20,
2019. At the time of the filing, the Debtor had estimated assets
of between $500,001 and $1 million and liabilities of between
$1,000,001 and $10 million. The Debtor is represented by Robert A.
Simon, Esq., at Whitaker Chalk Swindle & Schwartz, PLLC.
TRUDY'S TEXAS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Trudy's Texas Star, Inc.
dba Trudy's South Star
dba Trudy's North Star
dba Trudy's Texas Star
fdba Trudy's Four Star
dba South Congress Cafe-Austin
8133 Mesa Drive
Suite 206
Austin, TX 78759-8855
Business Description: Trudy's Texas Star, Inc. operates a chain of
restaurants.
Chapter 11 Petition Date: January 22, 2020
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 20-10108
Judge: Hon. Tony M. Davis
Debtor's Counsel: Stephen W. Sather, Esq.
BARRON & NEWBURGER, PC
7320 N. Mopac Expy.
Ste. 400
Austin, TX 78731
Tel: (512) 476-9103
Email: ssather@bn-lawyers.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Stephen Truesdel, authorized
representative.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/it46Xc
TRUTH DC 78: Seeks to Hire Ingram Firm as Legal Counsel
-------------------------------------------------------
Truth DC 78, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Columbia to hire The Ingram Firm, LLC as its legal
counsel.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
a. advise the Debtor of its powers and duties in its financial
affairs;
b. represent the Debtor in the prosecution or defense of any
proceeding instituted to reclaim its property or to obtain relief
from the stay of Section 362(a) of the Bankruptcy Code;
c. prepare legal documents and appear in proceedings
instituted by or against the Debtor;
d. assist the Debtor in the preparation of any amendments to
schedules, statement of affairs, statement of executory contracts,
and any amendments thereto which the Debtor is required to file in
these proceedings; and
e. represent the Debtor in its dealings with creditors
including the preparation of a disclosure statement and plan of
reorganization.
The Debtor has agreed to pay the firm an hourly fee of $350,
billable against an initial retainer of $15,000, of which $8,283
has already been paid. The Debtor paid the filing fee of $1,717 to
the bankruptcy court.
Damani Ingram, Esq., at Ingram Firm, and his staff do not represent
any interest adverse to the Debtor and its bankruptcy estate,
according to court filings.
Ingram Firm can be reached through:
Damani K. Ingram, Esq.
The Ingram Firm, LLC
5457 Twin Knolls Road, Suite 301
Columbia, MD 21045
Phone: (410) 992-6603
Email: ingramlawfirm@gmail.com
About Truth DC 78
Truth DC 78, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.D.C. Case No. 20-00005) on Jan. 6, 2020.
At the time of the filing, the Debtor had estimated assets of less
than $50,000 and liabilities of between $50,001 and $100,000. The
Ingram Firm, LLC is the Debtor's legal counsel.
VICI PROPERTIES: S&P Rates New $2.5BB Senior Unsecured Notes 'BB'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to VICI Properties L.P.'s proposed $2.5 billion of
aggregate five-year, seven-year, and 10-year senior unsecured
notes. The '3' recovery rating indicates S&P's expectation for
meaningful (50% to 70%; rounded estimate: 65%) recovery for
noteholders in the event of a payment default. At the same time,
S&P revised its recovery rating on VICI's existing unsecured notes
to '3' from '4'. The 'BB' issue-level rating on these notes is
unchanged.
VICI plans to use proceeds from the proposed notes to fund
acquisitions that S&P expects to close by mid-2020, to redeem the
company's existing $498 million of second-lien secured notes and to
pay fees and expenses. The improved recovery prospects for
unsecured noteholders reflects less secured debt in the capital
structure in S&P's hypothetical default scenario than it previously
assumed. This is because VICI is redeeming its second-lien secured
notes and plans to fund known acquisition spending in the first
half of 2020 with the proceeds from this unsecured notes issuance,
as opposed to term loan debt as the rating agency had previously
assumed.
Pro forma for this proposed unsecured notes issuance, VICI's
unsecured debt will comprise about 60% of its total capital
structure (incorporating the company's undrawn revolver capacity).
This represents a significant shift toward unsecured debt as S&P
had previously expected unsecured debt would represent about 25% of
funded debt, including its prior assumption that the company would
issue incremental secured debt to fund acquisitions. Although this
transaction will result in a greater amount of unsecured debt and
increase the company's financial flexibility, VICI still compares
unfavorably to higher rated real estate companies in terms of its
mix of secured debt. Furthermore, S&P is unlikely to consider
raising the rating until it can conclude that the credit quality of
VICI's largest tenant, pro forma for its announced merger with
Eldorado Resorts Inc., is not impaired in a manner that would
increase VICI's business or financial risks. This is because pro
forma for announced acquisitions, VICI's largest tenant (Caesars)
will still contribute more than 80% of rental revenue.
Key analytical factors
-- The '3' recovery rating on the proposed $2.5 billion senior
unsecured notes indicates S&P's expectation for meaningful (50% to
70%; rounded estimate: 65%) recovery for noteholders in the event
of a payment default.
-- S&P revised its recovery rating on VICI's existing $1.25
billion 4.25% senior notes due 2026 and $1 billion 4.625% senior
notes due 2029 to '3' (50% to 70%; rounded estimate: 65%) from '4'
(30% to 50%; rounded estimate: 30%). The improved recovery
prospects for unsecured noteholders reflects less secured debt in
the capital structure. S&P previously assumed VICI would issue $2.5
billion in new secured term loans instead of unsecured notes to
fund acquisitions that the rating agency expects to close by the
middle of 2020. In addition, VICI plans to redeem its second-lien
secured notes.
-- While S&P's valuation on the company would support an estimated
recovery for the company's unsecured noteholders that would
indicate a '2' recovery rating (70%-90%), it caps the recovery
rating at '3' (50%-70%) because the rating agency caps its recovery
ratings on the unsecured debt of issuers it rates in the 'BB'
category at this level. The cap addresses that these creditors'
recovery prospects are at greater risk of being impaired by the
issuance of additional priority or pari passu debt prior to
default.
Simulated default assumptions
-- S&P's simulated default scenario contemplates a payment default
in 2025 (in line with the rating agency's five-year default time
horizon for 'BB'-rated companies) because the company is unable to
refinance debt maturing that year because of a major disruption in
the debt and equity markets, combined with a significant
deterioration in its tenants' operating results.
-- S&P assumes there is significant deterioration in the tenants'
operating performance, stemming from prolonged economic weakness,
significantly greater competitive pressures in their various
markets, and sharply reduced interest in gaming as a form of
entertainment. In its simulated default scenario, S&P expects the
tenants will not reject the leases and will continue to make its
rent payments to VICI, reflecting the importance of the leased
assets to the tenants' operations, especially Caesars. However,
because of the tenants' lower cash flow, S&P assumes they would
renegotiate and reduce rent payments to VICI.
-- S&P uses an income capitalization approach in its recovery
analysis and assume VICI is reorganized or sold as a going concern.
S&P uses an approximate 13% distressed-capitalization rate.
-- S&P assumes VICI's $1 billion revolving credit facility is 60%
drawn at the time of default. It assumes VICI can cover most of the
company's debt service and other capital requirements despite the
lower rent payments by its tenants. Therefore, S&P assumes the
company will use its revolving facility to fund acquisitions,
including assets covered under put/call agreements with Caesars,
and that the acquisitions generate a return of 7.5% (similar to
recently completed acquisitions and the expected capitalization
rate under the Centaur call option).
-- S&P values VICI based on net operating income (NOI) of about
$900 million. This reflects a 30% to 35% stress to S&P's estimated
pro forma 2020 NOI, including announced acquisitions that the
rating agency assumes close, lease modifications that it assumes
are completed, and expected incremental NOI from additional
acquisitions.
-- S&P subtracts additional property costs of 5% of gross recovery
value to reflect added costs that VICI may incur as a result of its
tenants being in financial distress.
-- S&P assumes administrative claims total 5% of gross recovery
value after property costs.
Simplified waterfall
-- NOI at emergence: $900 million
-- Blended capitalization rate: ~13%
-- Gross property value: $7.0 billion
-- Net recovery value (after 5% additional property costs and 5%
administrative expenses): $6.3 billion
-- Obligor/non-obligor split: 98.4%/1.6%
-- Estimated first-lien secured claims: $2.7 billion
-- Value available for first-lien secured claims: $6.2 billion
-- Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Estimated senior unsecured claims: $4.8 billion
-- Value available for senior unsecured claims: $3.6 million
-- Recovery expectations: Capped at 50%-70% (rounded estimate:
65%)
Note: All debt amounts include six months of prepetition interest.
Non-obligor value reflects value from the unencumbered real estate
of Margaritaville, which is owned by VICI Properties LP and not a
guarantor or obligor of the secured debt.
VIRGINIA TRUE: Exclusivity Period Extended Until Jan. 31
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
extended the exclusive period for Virginia True Corporation to file
its Chapter 11 plan to Jan. 31 and the period to solicit
acceptances for the plan to March 31.
Over the course of the past several months, Virginia True
Corporation and its professionals made substantial strides toward
the filing of a plan of reorganization, including having had
discussions and negotiations with multiple potential lenders
regarding debtor-in-possession financing as to complete Phase 2 of
the Development Project and has successfully resolved (subject to
the approval of the Court) the environmental enforcement action
filed against it by the Virginia Department of Environmental
Quality and the Virginia State Water Control Board. Additionally,
Virginia True Corporation is in communication with various parties
who have tentatively agreed to contribute up to $9,500,000 to fund
the company's plan of reorganization. However, those discussions
are ongoing.
About Virginia True Corporation
Virginia True Corporation, a New York-based golf resort owner and
developer, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 19-42769) on May 3, 2019. At the
time of the filing, the Debtor disclosed assets of between $10
million and $50 million and liabilities of the same range. Judge
Nancy Hershey Lord oversees the case. Pick & Zabicki LLP is the
Debtor's legal counsel.
WESCO INTERNATIONAL: S&P Puts 'BB' ICR on CreditWatch Negative
--------------------------------------------------------------
S&P Global Ratings placed all its ratings, including its 'BB'
issuer credit ratings on Pittsburgh, Penn.-based electrical
products distributor WESCO International Inc. and its subsidiary
WESCO Distribution Inc. on CreditWatch with negative implications.
WESCO International Inc. has announced it is acquiring U.S.-based
Anixter International Inc., a distributor of data communications,
security, and wire and cable products, for a total transaction
value of $4.5 billion. The company plans to fund the acquisition
with a mix of debt, equity-content securities, as well as preferred
and common stock.
The acquisition will consolidate two sizeable distributors and
roughly double WESCO's revenue and EBITDA base, while also
increasing the company's debt leverage.
The CreditWatch negative placement reflects S&P's expectation that,
despite a substantial increase in scale, WESCO's credit ratios will
deteriorate significantly following the close of its acquisition of
Anixter. The rating agency does not yet know the terms of the
expected equity-content securities issuance, which will inform its
S&P Global Ratings' adjusted leverage forecast.
WEST PACE: Bankruptcy Administrator Unable to Appoint Committee
---------------------------------------------------------------
The U.S. bankruptcy administrator on Jan. 20, 2020, disclosed in a
filing with the U.S. Bankruptcy Court for the Middle District of
Alabama that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of West Pace, LLC.
About West Pace
West Pace, LLC, a privately held company in Auburn, Ala., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.
Ala. Case No. 20-80067) on Jan. 16, 2020. At the time of the
filing, the Debtor had estimated assets of less than $50,000 and
liabilities of between $1,000,001 and $10 million. Michael A.
Fritz Sr., Esq., at Fritz Law Firm, is the Debtor's bankruptcy
counsel.
WESTPORT HOLDINGS: Trustee to Modify Plan to Appease Buyer
----------------------------------------------------------
Jeffrey W. Warren, as the Liquidating Trustee for Debtors Westport
Holdings Tampa, Limited Partnership and Westport Holdings Tampa II,
Limited Partnership, filed a motion to modify the First Amended and
Restated Mediated Joint Plan of Liquidation Under Chapter 11 of the
United States Bankruptcy Code.
By this Motion, the Liquidating Trustee seeks entry of an order
approving certain modifications to the Plan for the purpose of
effectuating the sale of substantially all of the Debtors' assets
to QSH/Tampa, LLC or its designee. Specifically, the Liquidating
Trustee has identified certain provisions of the Plan relating to
the treatment of certain administrative claims, resident claims,
and general unsecured claims that adversely affect the ability of
the Buyer to obtain the necessary bond financing to consummate the
acquisition of the Debtors' assets.
Accordingly, by this Motion, the Liquidation Trustee seeks approval
of certain modifications to the Plan to subordinate the Buyer's
assumed obligations to administrative claimants, current and former
residents, and general unsecured creditors to the Buyer's bond
financing obligations.
A hearing to consider the relief requested in the motion will be
held in Courtroom 8A, Sam M. Gibbons United States Courthouse, 801
North Florida Avenue, Tampa, Florida on January 15, 2020, at 10:00
AM.
A full-text copy of the Liquidating Trustee's motion is available
at https://tinyurl.com/yzhh4mt2 from PacerMonitor.com at no
charge.
The Liquidating Trustee is represented by:
BUSH ROSS, P.A.
Adam Lawton Alpert
Post Office Box 3913
Tampa, Florida 33601-3913
Tel: (813) 224-9255
Fax: (813) 223-9620
E-mail: aalpert@bushross.com
About Westport Holdings Tampa
Westport Holdings Tampa, d/b/a University Village, is a care
retirement community in Tampa, Florida. It offers residents villas,
apartments, an assisted living facility and a skilled nursing care
center for their end of life needs.
Westport Holdings Tampa, Limited Partnership and Westport Holdings
Tampa II, Limited Partnership filed Chapter 11 petitions
(Bankr.M.D. Fla. Case Nos. 16-8167 and 16-8168) on Sept. 22, 2016.
Scott A. Stichter, Esq., and Stephen R. Leslie, Esq., at Stichter
Riedel Blain & Postler, P.A., serve as the Debtors' bankruptcy
counsel. Broad and Cassel is the special counsel for healthcare and
related litigation matters.
Jeffrey Warren was appointed as examiner in the Debtors' cases. He
is represented by Bush Ross, P.A.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Oct. 11, 2016, and an official committee of
resident creditors on Dec. 29, 2016. The resident committee is
represented by Jennis Law Firm.
WILLIAMSON MEMORIAL: Patient Care Ombudsman Appointed
-----------------------------------------------------
John P. Fitzgerald, II, Acting United States Trustee for Region 4,
pursuant to Sec. 333 of the Bankruptcy Code, has appointed Susan N.
Goodman, as the Patient Care Ombudsman for Williamson Memorial
Hospital, LLC. Goodman executed a verified statement of
disinterestedness.
The PCO can be reached at:
Susan N. Goodman,
Pivot Health Law, LLC,
P.O. Box 69734
Oro Valley, AZ 85737
Tel: (520-744-7061)
A full-text copy of the notice of PCO appointment is available at
https://tinyurl.com/yfomaaza from PacerMonitor.com at no
charge.
About Williamson Memorial Hospital
Williamson Memorial Hospital, LLC, provides general medical and
surgical hospital services.
Williamson Memorial Hospital sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 19-20469) on Oct.
21, 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 Frank W. Volk.
The Debtor is represented by John F. Leaberry, Esq., at the Law
Office of John Leaberry.
WOK HOLDINGS: Fitch Withdraws B LongTerm IDR Over Insufficient Info
-------------------------------------------------------------------
Fitch Ratings withdrawn Wok Holdings, Inc.'s Long-Term Issuer
Default Rating of 'B'. In addition, Fitch has withdrawn the
'B+'/'RR3' rating on Wok Holding Inc.'s senior secured credit
facility.
The ratings were withdrawn due to insufficient information
provided.
KEY RATING DRIVERS
Fitch has withdrawn the ratings as the issuer has chosen to stop
participating in the rating process. Therefore, Fitch will no
longer have sufficient information to maintain the ratings.
Accordingly, Fitch will no longer provide ratings or analytical
coverage for Wok Holdings, Inc.
WOMEN'S CENTER FT: Order To Show Cause Why PCO Is Not Necessary
---------------------------------------------------------------
Women's Center of Ft. Lauderdale, LLC, filed a voluntary petition
on Dec. 18, 2019, indicating the Debtor is a health care business.
11 U.S.C. Sec. 333(a)(1) provides that the Court shall appoint an
ombudsman not later than 30 days after the commencement of the
case.
Accordingly it is ordered that:
1. The Debtor and the United States Trustee shall appear before
the Court on February 12, 2020, at 2:00 p.m. in Courtroom 6A, 6th
Floor, George C. Young Courthouse, 400 West Washington Street,
Orlando, FL 32801 to show cause why a Patient Care Ombudsman should
not be appointed.
2. The hearing may be canceled by the filing of a consent to no
Ombudsman being necessary by the Debtor and United States Trustee.
A full-text copy of the Order is available at
https://tinyurl.com/yjdsrhne from PacerMonitor.com at no charge.
About Women's Center of Ft. Lauderdale
Based in Orlando, Florida, Women's Center of Ft. Lauderdale, LLC,
sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-08242)
on Dec. 18, 2019, estimating less than $1 million in both assets
and liabilities. BRANSONLAW, PLLC, led by Jeffrey S. Ainsworth, is
the Debtor's counsel.
WOMEN'S CENTER H: Order to Show Cause Why PCO Is Not Necessary
--------------------------------------------------------------
Women's Center of Hyde Park, LLC, filed a voluntary petition on
Dec. 18, 2019 indicating the Debtor is a health care business. 11
U.S.C. Sec. 333(a)(1) provides that the Court shall appoint an
ombudsman not later than 30 days after the commencement of the
case.
Accordingly it is ordered that:
1. The Debtor and the United States Trustee will appear before
the Court on Feb. 12, 2020, at 2:00 p.m. in Courtroom 6A, 6th
Floor, George C. Young Courthouse, 400 West Washington Street,
Orlando, FL 32801 to show cause why a Patient Care Ombudsman should
not be appointed.
2. The hearing may be canceled by the filing of a consent to no
Ombudsman being necessary by the Debtor and United States Trustee.
A full-text copy of the Order to Show Cause is available at
https://tinyurl.com/yjplch5a from PacerMonitor.com at no charge.
About Women's Center of Hyde Park
Based in Orlando, Florida, Women's Center of Hyde Park, LLC, sought
Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-08243) on Dec.
18, 2019, estimating less than $1 million in both assets and
liabilities. BRANSONLAW, PLLC, led by Jeffrey S. Ainsworth, Esq.,
is the Debtor's counsel.
WOODCREST ACE: Adds Consolidated Projections to Address Objection
-----------------------------------------------------------------
Debtors Woodcrest Ace Hardware, Inc., Wildomar Ace Hardware, Inc.,
Riverside Ace Hardware, Inc., 9Fingers, Inc., and P&P Hardware,
Inc. submitted a reply in support of their motion to approve their
joint disclosure statement filed Nov. 15, 2019, as having adequate
information.
The only opposition filed to the Debtors' motion was a limited
opposition filed by Zions Bancorporation, N.A. d/b/a California
Bank & Trust, primarily asking that the Disclosure Statement be
amended to include consolidated financial projections for the
Debtors given that the Debtors' corresponding Chapter 11 Plan
provides for the merger of the Debtors into a single entity. The
Debtors are agreeable to providing the consolidated projections and
amending Exhibit G to the Disclosure Statement to include the
consolidated projections.
The balance of the CB&T's limited opposition concerns
confirmation-related objections that should be raised and
considered in conjunction with plan confirmation proceedings, if
CB&T's claim is not otherwise resolved. The Disclosure Statement
provides sufficient information to creditors affected by the Plan
to make an informed judgment about the Plan.
A full-text copy of the Debtors' reply and the declaration of Paul
Shanabarger is available at https://tinyurl.com/ygrgqwox from
PacerMonitor.com at no charge.
The Debtors are represented by:
Robert B. Rosenstein
J. Luke Hendrix
ROSENSTEIN & ASSOCIATES
28600 Mercedes Street, Suite 100
Temecula, California 92590
Telephone: (951)296-3888
Facsimile: (951)296-3889
E-mail: robert@thetemeculalawfirm.com
luke@thetemeculalawfirm.com
About Woodcrest Ace Hardware
Based in Riverside, California, Woodcrest Ace Hardware Inc. filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Cal. Case No. 19-13127) on April 12, 2019. In the petition
signed by Paul Douglas Shanabarger, president, the Debtor was
estimated to have $1 million in both assets and liabilities.
Rosenstein & Associates, led by Robert B. Rosenstein, is the
Debtor's counsel.
WOODSTOCK REALTY: Wants Until Feb. 14 to File Plan & Disclosures
----------------------------------------------------------------
Debtor Woodstock Realty, LLC, moves to modify the order setting a
timetable for the filing and confirmation of a Plan of
Reorganization dated Nov. 25, 2019, and to reschedule the
evidentiary hearing related to the Amended Motion for Relief from
the Automatic Stay on behalf of TD Bank, N.A., or dismissal of
Debtor's Chapter 11 dated Oct. 11, 2019, currently scheduled for
Jan. 13, 2020, at 10:00 a.m.
In seeking an extension, the Debtor explained that the Dec. 31,
2019, deadline to file a Plan of Reorganization and Disclosure
Statement was impossible to meet. The Debtor is in the process of
seeking approval for a loan that will provide exit financing as
part of a Plan of Reorganization or dismissal of the Debtor's case.
The Debtor, through its principal, Jon Baker, and its Chapter 11
and Real Estate counsel, have invested significant time and effort
in that process. The Debtor's lender, Blackburne & Sons Realty
Capital Corporation, has also been moving the process toward
closing.
According to the Debtor, there was no way that the Debtor could
meet the Dec. 31, 2019 deadline to file a Plan and Disclosure
Statement because the appraisal had not been completed.
The Debtor accordingly ask the Court to to extend the deadline by
45 days, allowing the Debtor until Feb. 14, 2020, in which to file
a Plan and Disclosure Statement and April 28, 2020, to obtain
confirmation. Additionally, the Debtor requests that the Relief
from Stay Hearing be rescheduled to a date convenient to the Court
not less than 2 weeks after January 13, 2020.
A full-text copy of the Motion dated Dec. 31, 2019, is available at
https://tinyurl.com/ygasgkg3 from PacerMonitor.com at no charge.
The Debtor is represented by:
Gregory F. Arcaro
Grafstein & Arcaro, LLC
114 West Main Street, Suite 105
New Britain, CT 06051
Tel: (860) 674-8003
Fax: (860) 676-9168
E-mail: garcaro@grafsteinlaw.com
About Woodstock Realty
Woodstock Realty, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Conn. Case No. 19-20916) on May 29, 2019. The petition
was signed by Jon W. Baker, a member. The Debtor is estimated to
have under $1 million in both assets and liabilities. Gregory F.
Arcaro, Esq., Grafstein & Arcaro, is counsel to the Debtor.
YIANNIS MEDITERRANEAN: Cash Collateral Use Continued to Feb. 28
---------------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Connecticut authorizes Yiannis Mediterranean Cuisine LLC to use
cash collateral through and including Feb. 28, 2020.
A continued hearing to consider the Motion to Use Cash Collateral
will be held on Feb. 26 at 10:00 a.m.
As of the Petition Date, the Debtor was indebted to Sachem Capital
Corp. in the approximate amount of $213,213, secured by liens and
security interests in substantially all of the Debtor's assets.
In exchange for the continued use of cash collateral, and as
adequate protection for Secured Creditors' interests therein, the
Secured Creditors are each granted replacement and/or substitute
liens in all post-petition assets and proceeds thereof, having the
same validity, extent, and priority as liens they possessed on the
petition date.
To the extent the adequate protection provided by replacement liens
proves to be inadequate and such inadequacy gives rise to a claim
allowable under Section 507(a)(2), the Secured Creditors will be
entitled to a superior-priority administrative claim pursuant to
Section 503(b) and they will be entitled to the protections of and
priority set forth in 507(b).
The Debtor is directed to make the rent payments specified in the
proposed budget in the amount of $400 per week directly to Sachem
Capital Partners, LLC, as well as $950 per month paid directly to
the Town of Wallingford for real property taxes on the property.
The property owner, Jenny Kontothanasis, is required to submit a
written consent to such payment arrangement which waives any
additional claim against the estate arising from or related to such
rent payments, including a waiver of any administrative expense
claim.
About Yiannis Mediterranean
Yiannis Mediterranean Cuisine LLC is a limited liability company
that operates a restaurant serving fine mediterannean cuisine. It
filed its voluntary petition under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Conn. Case No. 19-31516) on Sept. 11,
2019, in New Haven, Connecticut. William E. Carter, Esq., is the
Debtor's counsel.
YIPPIEKIYAY SYSTEMS: Unsecureds Get 33% of Net Revenue for 3 Years
------------------------------------------------------------------
Yippiekiyay Systems, Inc., filed an Amended Plan of Reorganization
that says claims will be paid from continued operations.
The Debtor believes no Class 1 Priority Claims exist but will pay
any Class 1 Claims in full on the Effective Date of the Plan.
The Debtor will pay the Class 2 Allowed Secured Claim of CDOR in
the amount of $4,673 held by the Colorado Department of Revenue
(CDOR) in full plus statutory interest in the amount of 8% over
five years from the Effective Date of the Plan pursuant to 11
U.S.C. Sec. 1129(a)(9)(C). The Class 2 Claim held by the CDOR is a
secured claim evidenced by a valid statutory lien encumbering all
of Debtor’s assets. The CDOR shall retain its prepetition
statutory lien under Colorado law against Debtor's assets until its
Class 2 Claim is paid in full. The Debtor beginning on the first
day of each month after the Effective Date shall pay the CDOR 59
monthly payments of $84.11 and a final monthly payment of $84.31
for a total of $5,046.84. Should the Debtor fail to make a monthly
payment, the CDOR shall have a right to exercise its rights under
applicable non-bankruptcy law to foreclose upon its statutory lien
encumbering Debtor’s assets.
The Debtor will pay the Class 3 Priority Unsecured Claim held by
the IRS in the amount of $41,464.05 in full plus statutory interest
in the amount of 5% over five (5) years from the Effective Date of
the Plan pursuant to 11 U.S.C. Sec. 1129(a)(9)(C). The Class 3
Claim held by the IRS is a priority unsecured Tax Obligation under
Section 507(a)(8) of the Bankruptcy Code. The Debtor beginning on
the first day of each month after the Effective Date shall pay the
IRS $738 per month for a total of $44,280.
The Debtor on a quarterly basis for a period of three years
commencing Jan. 31, 2020 shall pay on a pro-rata basis to Class 4
general unsecured creditors 33% of Debtor's Net Revenue (defined in
Article 2.17 of the Plan and further explained as gross revenue
less costs of goods sold, expenses, and overhead) after payment of
the Class 2 and Class 3 Tax Obligations, earned during the prior
fiscal quarter. The Debtor on or before the fifth day of each
month shall pay into a segregated "Class 4 Claim Account" 33% of
Debtor's Net Revenue generated during the prior month of
operations. The Debtor will pay the accumulated balance of the
Class 4 Claim Account pro-rata to Class 4 Claimants beginning April
30, 2020 and thereafter on July 30, and October 31, 2020, January
31, April 30, July 30, and October 31, 2021, and January 31, April
30, July 30, and October 31, 2022, with a final payment on January
31, 2023.
As to Class 5 Interests, the equity interest holders will retain
their equity interests and are unimpaired by the Plan.
A full-text copy of the Disclosure Statement accompanying the
Amended Plan dated Jan. 3, 2020, is available at
https://tinyurl.com/yjvd3l6g from PacerMonitor.com at no charge.
Counsel for the Debtor:
Robert J. Shilliday III
730 17th, Suite 340
Denver, CO 80202
Telephone: (702) 439-2500
Facsimile: (720) 439-2501
E-mail: rjs@shillidaylaw.com
About Yippiekiyay Systems
Yippiekiyay Systems, Inc., markets and sells services to customers
seeking to form non-profit entities under Section 501(c)(3) of the
Internal Revenue Code. Christian LeFer is the Debtor's President
and Chief Executive Officer.
Yippiekiyay Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 19-10309) on Jan. 16,
2019. At the time of the filing, the Debtor had estimated assets
of less than $50,000 and liabilities of between $500,001 and $1
million. The case has been assigned to Judge Kimberley H. Tyson.
Robert J. Shilliday, III, Esq., at Shilliday Law, P.C., is the
Debtor's legal counsel.
[^] BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power
----------------------------------------------------------------
Authors: Arthur Fleischer, Jr.,
Geoffrey C. Hazard, Jr., and
Miriam Z. Klipper
Publisher: Beard Books
Softcover: 248 pages
List Price: $34.95
Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981629/internetbankrupt
A ruling by the Delaware Supreme Court on January 29, 1985 was a
wake-up call to directors of U. S. corporations. On this date,
overruling a lower court decision, the Delaware Supreme Court ruled
that the nine board members of Chicago company Trans Union
Corporation were "guilty of breaching their duty to the company's
shareholders." What the board members had done was agree to sell
Trans Union without a satisfactory review of its value. The guilty
board members were ordered by the Court to pay "the difference
between the per share selling price and the 'real' market value of
the company's shares."
Needless to say, the nine Trans Union directors were shocked at the
guilt verdict and the punishment. The chairman of the board, Jerome
Van Gorkom, was a lawyer and a CPA who was also a board member of
other large, respected corporations. For the most part, it was he
who had put together the terms of the potential sale, including
setting value of the company's stock at $55.00 even though it was
trading at about $38.00 per share. News of the possible sale
immediately drove the stock up to $51.50 per share, and was
commented on favorably in a "New York Times" business article.
Still, Van Gorkom and the other directors were found guilty of
breaching their duty, and ordered by Delaware's highest court to
pay a sum to injured parties that would be financially ruinous.
This was clearly more than board members of the Trans Union
Corporation or any other corporation had ever bargained for. It was
more than board members had ever conceived was possible without
evidence of fraud or graft.
The three authors are all attorneys who have worked at the highest
levels of the legal field, business, and government. Fleischer is
the senior partner of the law firm Fried, Frank, Harris, Schriver &
Jacobson at the head of its mergers and acquisitions department.
He's also the author of the textbook "Takeover Defenses" which is
in its 6th edition. Hazard is a Professor of Law and former
reporter for the American Bar Association's special committee on
the lawyers' ethics code; while Klipper has been a New York
assistant district attorney prosecuting corporate and financial
fraud, and also a corporate attorney on Wall Street. Using the
Trans Union Corporation case as a watershed event for members of
boards of directors, the highly-experienced legal professionals lay
out the new ground rules for board members. In laying out the
circumstances and facts of a number of cases; keen, concise
analyses of these; and finding where and how board members went
wrong, the authors provide guidance for corporate directors, top
executives, and corporate and private business attorneys on issues,
processes, and decisions of critical importance to them.
Household International, Union Carbide, Gelco Corp., Revlon, SCM,
and Freuhauf are other major corporations whose
merger-and-acquisitions activities resulted in court cases that the
authors study to the benefit of readers. The Boards of Directors of
these as well as Trans Union and their positions with other
companies are listed in the appendix. Many other corporations and
their board members are also referred to in the text.
With respect to each of the cases it deals with, BOARD GAMES
outlines the business environment, identifies important
individuals, analyzes decisions, and discusses considerations
regarding laws, government regulations, and corporate practice. In
all of this, however, given the exceptional legal background of the
three authors, the book recurringly brings into the picture the
legalities applying to the activities and decisions of board
members and in many instances, court rulings on these. Passages
from court transcripts are occasionally recorded and commented on.
Elsewhere, legal terms and concepts -- e. g., "gross nonattendance"
-- are defined as much as they can be. In one place, the authors
discuss six levels of responsibility for board members from "assure
proper result" through negligence up to fraud. Without being overly
technical, the authors' legal experience and guidance is
continually in the forefront. Needless to say, with this, BOARD
GAMES is a work of importance to board members and others with the
responsibility of overseeing and running corporations in the
present-day, post-Enron business environment where shareholders and
government officials are scrutinizing their behavior and
decisions.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
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public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
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equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
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Each Friday's edition of the TCR includes a review about a book of
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Monthly Operating Reports are summarized in every Saturday edition
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The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2020. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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*** End of Transmission ***