/raid1/www/Hosts/bankrupt/TCR_Public/200210.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, February 10, 2020, Vol. 24, No. 40
Headlines
121 LANGDON STREET: Seeks to Hire an Attorney
24-7 INTOUCH: S&P Affirms 'B' ICR on Term Loan Upsizing
4218 PARTNERS LLC: Wants to Maintain Exclusivity For 180 Days
7 GENERAL CONTRACTING: Hires Galloway Wettermark as Attorney
900 CESAR CHAVEZ: U.S. Trustee Unable to Appoint Committee
AEMETIS INC: Dr. Steven Hutcheson Quits as Director
AEMETIS INC: Receives Noncompliance Notice from Nasdaq
AMERICAN COMMERCIAL: Case Summary & 30 Largest Unsecured Creditors
ANITSA INC: ACC Buying Industrial Laundry Business for $1.1M
ANTERO MIDSTREAM: S&P Lowers ICR to 'B+'; Outlook Negative
APG SUBS: Butt Buying HRK's Glen Burnie Property for $122K
ARENA EQUITY: Hires Isaacson & Raymond as Special Counsel
ARIELLE TAXI: Voluntary Chapter 11 Case Summary
ARRO CORP: Karlin Foods Appointed as New Committee Member
ASCENA RETAIL: BlackRock Has 6.4% Stake as of Dec. 31
ASCENA RETAIL: Charles Schwab Has 8% Stake as of Dec. 31
ASSUREDPARTNERS INC: S&P Rates New Term Loan, Revolver Loan 'B'
BAHIA DEL SOL: Triangle Asks 10 More Days to Reply to Property Sale
BUILDERS FIRSTSOURCE: Moody's Rates $500MM Unsec. Notes 'B3'
CANOPY PROPERTY: U.S. Trustee Unable to Appoint Committee
CAPITAL RESTAURANT: Seeks to Hire Gary Williams as Special Counsel
CHAMBERLAIN FAIRVIEW: U.S. Trustee Unable to Appoint Committee
CNX MIDSTREAM: S&P Lowers ICR to 'B+' on Downgrade of Parent
COLUMBIA NUTRITIONAL: Case Summary & 20 Top Unsecured Creditors
COMMERCIAL BARGE: S&P Lowers Secured Term Loan Rating to 'C'
COMMUNITY HEALTH: Releases Early Notes Tender Offer Results
COOL HOLDINGS: Disposes of Argentina Electronic Stores Business
CSL CAPITAL: S&P Rates New $1.75BB Senior Secured Notes 'CCC'
DAVID A. HEATH: Father Buying Property for $30K
DIME COMMUNITY: Fitch Rates $75MM Series A Preferred Stock 'BB-'
DPW HOLDINGS: Issues $1M 8% Convertible Note to Ault & Company
ENCOUNTER MEDICAL: Unsecureds Will be Paid 25% of Claims
EQM MIDSTREAM: S&P Lowers ICR to 'BB+'; Outlook Negative
EQUITRANS MIDSTREAM: S&P Lowers ICR to 'BB-'; Outlook Negative
EUROAMERICAN FOODS: Seeks to Hire Crane Simon as Attorney
FALLS AT AUSTIN: Trustee to Auction of Colorado Springs Property
FALLS EVENT: Trustee Proposes Auction of Colorado Springs Property
FALLS EVENT: Trustee Seeks to Hire Hilco Real Estate as Auctioneer
FAMILY SERVICES I: Unsec. Creditors to Recover 10% in Plan
FARR BUILDERS: Voluntary Chapter 11 Case Summary
FIRST AMERICAN PAYMENT: S&P Affirms 'B' ICR on Refinancing
FOREVER 21: Fox Rothschild Represents China Export Committee
FRANK INVESTMENTS: Hires GlassRatner Advisory as Accountant
FRED'S INC: Feb. 25 Hearing on Disclosure Statement Set
FRICTIONLESS WORLD: Proposes Feb. 28 Auction of Assets
FRONTIER COMMUNICATIONS: Charles Schwab Reports 5.8% Equity Stake
GENESIS HOME: Seeks to Hire Resnik Hayes as Legal Counsel
GIGA TRONICS: Reports $1.4 Million Net Loss for Third Quarter
GRIFFON CORP: S&P Rates $800MM Sr. Unsecured Notes Due 2028 'B+'
HEIRLOOM, INC: Taps Motschenbacher & Blattner as Counsel
HENDRIX SCHENCK: Franzos Buying Jamaica Property for $428K
HOOD LANDSCAPING: Selling Approx. 97-Acre of Cook County Land
HOVNANIAN ENTERPRISES: S&P Hikes ICR to 'CCC+'; Outlook Stable
HOWARD S. COHEN: Selling Household Items Via Strange Imports
HUSKY III HOLDING: S&P Assigns 'B-' ICR; Outlook Stable
HUSKY INJECTION: S&P Cuts ICR to 'B-' on New US$450MM Distribution
ILLINOIS VALLEY: Seeks to Hire Camacho & Knutson as Counsel
J-H-J INC: Proposes a Grafe Auction of Jones Creek Store Equipment
JUNO USA: U.S. Trustee Objects to Disclosure Statement
K.C. LEE 22: Seeks to Hire Princeton Financial as Accountant
KRYSTAL COMPANY: John F. Isbell, Nail Represent Argonne, KRS
LAKEWAY PUBLISHERS: March 3 Hearing on Disclosure Statement
LEVEL 3 HOMES: Seeks to Hire Motschenbacher & Blattner as Counsel
LIVING CENTERS OF FRESNO: Taps David C. Johnston as Counsel
MAGNOLIA PROPERTIES: Administrator Unable to Appoint Committee
MATCH GROUP: Moody's Assigns Ba2 CFR, Outlook Stable
MATTHEWS INTERNATIONAL: S&P Alters Outlook to Neg., Affirms BB ICR
MCBB CORP: Hires Martinez & Marinacci as Special Tax Counsel
MCBB CORP: U.S. Trustee Unable to Appoint Committee
MESH SUTURE:Taps Barroso-Vicens of RSM Puerto Rico as Accountant
MOTIVA PERFORMANCE: Proposes Sale of Inventory
MY KIDZ DENTIST CARROLLTON: Sapphire Buying All Assets for $3M
NCK DYNAMICS: Voluntary Chapter 11 Case Summary
NEW SCHOOL OF COOKING: Hires Bent Caryl & Kroll as Special Counsel
NEW SCHOOL OF COOKING: Hires Weintraub & Selth as Legal Counsel
NSK GROUP: Seeks to Hire Bilenka Law Firm as Counsel
NUVECTRA CORP: Unsecureds Paid From GUC Recovery
OCTAVE MUSIC: S&P Rates New $315MM Sr. Secured Credit Facility 'B'
OL RIVER HIDEAWAY: Seeks to Employ David T. Cain as Counsel
OZ INDUSTRIES: Selling Truck & Trailer for $6.8K
PALM HEALTHCARE: Interloc Selling Delray Beach Property for $1.1M
PARSLEY ENERGY: Moody's Rates New $400MM Unsec. Notes Due 2028 Ba3
PERFECT BROW: Unsec. Creditors to Get 15.0% to 31.4% in Plan
PES HOLDINGS: Term Loans of $670M to Be Paid Ahead of Unsecureds
PHARMACEUTICAL PRODUCT: S&P Puts 'B' ICR on CreditWatch Positive
PIERLESS FISH: Committee Hires Cohen Tauber as Counsel
PNW HEALTHCARE: Committee Taps FTI Consulting as Financial Advisor
PRAIRIE ECI: Moody's Lowers Sec. Term Loan Rating to B2
PROMENADE ON FIFTH: Hires Williams & Williams as Auctioneer
QUALITY REIMBURSEMENT: Hires Alan J. Sedley as Special Counsel
R44 LENDING: Unsecureds Get 10% in Sale Plan
RELIANCE MANUFACTURING: Banco Popular Says Plan Unfeasible
ROVIG MINERALS: Judice & Adley Represents 2 Suppliers
SAN JOAQUIN AIDS: Taps David C. Johnston as Bankruptcy Attorney
SAVAGE ENTERPRISES: S&P Upgrades ICR to 'BB-'; Outlook Stable
SELECTA BIOSCIENCES: OrbiMed Advisors Lowers Stake to 3.2%
SEVEN GENERATIONS: S&P Affirms 'BB' Rating on Sr. Unsecured Notes
SHEA HOMES: Moody's Assigns B1 Rating to New $375MM Notes Due 2028
SINGLETON FOOD: Hylton Buying Helen Personal Property for $80K Cash
SOAS LLC: Western Pharmacy Buying All Assets for $660K
SOUTHERN DELI: Case Summary & 40 Largest Unsecured Creditors
STAR CHAIN: Softbrain Buying All Assets for $20K
TAKING KIDZ: U.S. Trustee Unable to Appoint Committee
TAMARACK AEROSPACE: Hires Elsaesser Anderson as Mediator
TARA RETAIL: Hires DiPiero Simmons as Co-Special Counsel
TEXAS ROADRUNNER: A & A Buying 3 Pacer Trailers for $50K
TNTMD P.A.: Seeks to Hire Jason A. Burgess as Counsel
TRANSPORTER OF ARIZONA: Voluntary Chapter 11 Case Summary
UNLOCKD MEDIA: Headed for 0% Plan If No Recovery From Suits
WALKER ENVIRONMENTAL: Hires Carolyn Ray Wakefield as Accountant
WATERTECH HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
WATSON GRINDING: Case Summary & 20 Largest Unsecured Creditors
WC 56 EAST AVENUE: U.S. Trustee Unable to Appoint Committee
WILLISTON CITY, ND: Moody's Affirms Ba2 Rating $47MM GOULT Debt
YAGER ENTERPRISES: U.S. Trustee Unable to Appoint Committee
ZAYO GROUP: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
[^] BOND PRICING: For the Week from February 3 to 7, 2020
*********
121 LANGDON STREET: Seeks to Hire an Attorney
---------------------------------------------
121 Langdon Street Group, LLP seeks authority from the United
States Bankruptcy Court for the Western District of Wisconsin to
hire an attorney.
The Debtor wishes to retain Timothy J. Peyton, Esq. as its attorney
for this Chapter 11 proceeding. Mr. Peyton will represent the
Debtor in all legal transactions.
Mr. Peyton charges $315 per hour for his services.
Mr. Peyton disclosed in a court filing that he does not hold any
interest adverse to the Debtor's bankruptcy estate.
The attorney can be reached at:
Timothy J. Peyton, Esq.
TIMOTHY J. PEYTON, ATTORNEY AT LAW
2923 Marketplace Drive, Suite 100
Fitchburg, WI 53719
Tel: 608-257-5424
E-mail: tim@tpeytonlaw.com
About 121 Langdon Street Group, LLP
121 Langdon Street Group, LLP is a privately held company whose
principal assets are located at 121 Langdon Street Madison, WI
53703.
121 Langdon Street Group filed a voluntary petition under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 20-10125) on
Jan. 17, 2020. In the petition signed by Harold Langhammer,
partner, the Debtor estimated $1 million to $10 million in both
assets and liabilities. Timothy J. Peyton, Esq. represents the
Debtor as counsel.
24-7 INTOUCH: S&P Affirms 'B' ICR on Term Loan Upsizing
-------------------------------------------------------
S&P Global Ratings affirmed all of its ratings on 24-7 Intouch
Inc., including its 'B' issuer credit rating after the company
raised US$75 million in debt structured as an add-on to its
existing first-lien term loan, along with common equity, to fund an
acquisition. The company is also upsizing its revolving credit
facility to US$80 million from US$45 million.
24-7 Intouch used the net proceeds to fund the acquisition of Knoah
Solutions Inc., a global business processing outsourcer (BPO) and
contact center provider that mainly operates in India and
Honduras.
The announced add-on should be leverage-neutral with earnings from
Knoah offsetting higher debt levels, according to S&P. S&P
considers the transaction leverage-neutral on a pro forma basis,
with EBITDA from acquisitions offsetting the higher debt levels
resulting in core credit measures that are largely unchanged from
its previous review. Specifically, these include adjusted
debt-to-EBITDA of 5x-6x and FOCF-to-debt approaching 5% over the
next couple of years.
S&P's ICR on 24-7 Intouch continues to reflect the company's
relatively small scale, attractive end markets, and integration
risk from recent and prospective acquisitions. The ICR reflects
24-7 Intouch's position as a small player in the global consumer
care outsourcing market, which S&P considers highly fragmented and
competitive with low barriers to entry. The rating agency also
incorporates its view that the company differentiates itself from
larger competitors by focusing on high quality, complex, and
emotional communications with its clients' customers. In addition,
most of 24-7 Intouch's clients operate in high-growth verticals and
focus more on brand and customer satisfaction. Furthermore, the
company has also demonstrated an ability to quickly ramp up
capacity to meet client demands without meaningful operating
disruptions. Therefore, S&P believes these characteristics should
contribute to solid organic revenue growth that exceeds that of
24-7 Intouch's peers owing to new client wins and continued growth
of the company's existing clients. However, the rating agency
believes integration risk from recent and prospective acquisitions
could contribute to earnings volatility.
The stable outlook reflects S&P's expectation that 24-7 Intouch's
earnings and cash flows should improve over the next couple of
years, with adjusted debt-to-pro forma EBITDA in the mid-5x area
and adjusted FOCF-to-debt approaching 5%. This incorporates S&P's
assumption of the company's strong organic revenue growth on higher
volumes from new and existing clients, while it maintains
relatively stable adjusted EBITDA margins.
"We could lower the ratings over the next 12 months if adjusted
debt-to-EBITDA increases above 7x or if EBITDA interest coverage
falls below 2x. We believe this could occur from the loss of a key
client or program, weaker-than-expected demand for 24-7 Intouch's
services, or competitive pressure that contributes to weaker EBITDA
and profitability. This could also occur if growth slows and the
company makes an acquisition of more than US$200 million funded
entirely with debt," S&P said.
"An upgrade is unlikely within the next 12 months given the
company's limited scale as well as the high fragmentation and low
barriers to entry that characterize the consumer care outsourcing
market. That said, we could consider an upgrade within the next 12
months if leverage decreases to less than 5x and the company
demonstrates a commitment to a more conservative capital structure
such that we believe there is a low risk of leverage returning
above 5x," the rating agency said.
4218 PARTNERS LLC: Wants to Maintain Exclusivity For 180 Days
-------------------------------------------------------------
4218 Partners LLC requests the U.S. Bankruptcy Court for the
Eastern District of New York to extend the Debtor's exclusive
period to solicit acceptances for its joint plan of reorganization
for a period of one hundred and eighty days.
The Debtor's bankruptcy proceeding was commenced when ICE's
assignee, Maguire Ft. Hamilton LLC attempted to foreclose on the
Debtor's membership interests. The Debtor, along with 175 Pulaski
PLM LLC, the owner of the membership interests in the Debtor, filed
a Joint Plan of reorganization on Nov. 18, 2019.
In approximately February of 2019, after the Property was
purchased, the Debtor obtained approval from the Department of
Buildings to construct an 18-story building on the Property zoned
for community and commercial use. Because, at the time, the
immediately adjoining property was controlled by the same
individuals, the Debtor started developing revised plans to spread
the new construction over both properties. The process of
developing these new plans has been laborious, but the Debtor
believes the revised plans will be approved by the Department of
Buildings by no later than mid-February. Because these revised
plans do not seek any change or variance in any zoning, the Debtor
believes the plans will be approved as of right by the Department
of Buildings.
Once the revised plans are approved, and with the letters of intent
already in hand and expected shortly to be in hand, the Debtor
believes it will not be difficult to line up financing for payments
to be made under the Debtor's Plan and to cover construction costs.
The Debtor expects it will enter into a formal agreement with the
developer once the revised building plans are approved.
The Debtor has also been diligent in moving towards confirmation of
a plan. It has reached the outline of an agreement with the owner
of the adjoining property as to how to allocate interests between
them in the new development and filed its Plan based on that
agreement. Once its revised building plans are approved and
financing is obtained the Debtor will be in a position to file a
disclosure statement and proceed towards confirmation.
In addition, the Debtor has attempted to negotiate with its
principal creditor, Maguire. Once the Department of Buildings
approves the revised plans, the Debtor believes it will be able to
reach an accommodation with Maguire.
About 4218 Partners
4218 Partners LLC, and 175 Pulaski RLM LLC, based in Brooklyn, NY,
sought Chapter 11 protection (Bankr. E.D.N.Y. Lead Case No.
19-44444) on July 21, 2019. In the petitions signed by Joseph
Fischman, manager, 4218 Partners estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million; and 175
Pulaski estimated assets and liabilities of $1 million to $10
million. Case No. 19-44444 was assigned to The Hon. Nancy Hershey
Lord, while Case No. 19-44445 was assigned to the Hon. Carla E.
Craig (19-44445). Nutovic & Associates is the Debtors' attorney.
7 GENERAL CONTRACTING: Hires Galloway Wettermark as Attorney
------------------------------------------------------------
7 General Contracting, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Alabama to employ
Galloway Wettermark & Rutens, LLP, as attorney to the Debtor.
7 General Contracting requires Galloway Wettermark to:
a. give the Debtor advice with respect to its powers and
duties as debtor-in-possession in the continued operation
of its business and management of its property;
b. protect the interest of the Debtor in connection with
lawsuits by the Debtor;
c. prepare applications, answers, orders, reports, and other
legal papers; and
d. perform all other legal services for the debtor-in-
possession which may be necessary herein.
Galloway Wettermark will be paid based upon its normal and usual
hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.
Robert M. Galloway, partner of Galloway Wettermark & Rutens, LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Galloway Wettermark can be reached at:
Robert M. Galloway, Esq.
GALLOWAY, WETTERMARK & RUTENS, LLP
3263 Cottage Hill Road
Post Office Box 16629
Mobile, AL 36616-0629
Tel: (251) 476-4493
About 7 General Contracting
7 General Contracting, Inc. owns in fee simple a raw land located
in Gulfport, Mississippi having an appraised value at $2.2
million.
7 General Contracting, Inc., based in Loxley, AL, filed a Chapter
11 petition (Bankr. S.D. Ala. Case No. 20-10172) on Jan. 17, 2020.
In the petition signed by Charlie Heath Mason, president, the
Debtor disclosed $2,442,634 in assets and $11,581,296 in
liabilities. The Hon. Henry A. Callaway presides over the case.
Robert M. Galloway, Esq., at Galloway Wettermark & Rutens, LLP,
serves as bankruptcy counsel.
900 CESAR CHAVEZ: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee on Feb. 4 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of 900 Cesar Chavez, LLC.
About 900 Cesar Chavez
900 Cesar Chavez, LLC is a company engaged in renting and leasing
real estate properties.
900 Cesar Chavez and its affiliates, 905 Cesar Chavez, LLC, 5th and
Red River, LLC and 7400 South Congress, LLC, filed Chapter 11
petitions (Bankr. W.D. Tex. Lead Case No. 19-11527) on Nov. 4,
2019. In the petition signed by Brian Elliott, corporate counsel,
900 Cesar Chavez was estimated to have asses in the range of $1
million to $10 million, and $10 million to $50 million in debt.
Judge Tony M. Davis oversees the cases.
The Debtors tapped Evan J. Atkinson, Esq., and Morris D. Weiss,
Esq., at Waller Lansden Dortch & Davis LLP, as their legal counsel.
AEMETIS INC: Dr. Steven Hutcheson Quits as Director
---------------------------------------------------
Dr. Steven Hutcheson notified Aemetis, Inc. of his decision to
resign as a member of the Board of Directors of the Company,
effective Jan. 31, 2020. Dr. Hutcheson's decision to resign was
not the result of any disagreement with the Company on any matter
relating to the Company's operations, policies or practices. Upon
his resignation, Dr. Hutcheson will be joining the Company's
Advisory Board as its inaugural member and will continue to provide
advice to the Company in its ongoing growth and strategic planning
initiatives.
About Aemetis
Headquartered in Cupertino, California, Aemetis --
http://www.aemetis.com/-- is an advanced renewable fuels and
biochemicals company focused on the acquisition, development and
commercialization of innovative technologies that replace
traditional petroleum-based products by the conversion of ethanol
and biodiesel plants into advanced biorefineries. Founded in 2006,
Aemetis owns and operates a 60 million gallon per year ethanol
production facility in the California Central Valley near Modesto.
Aemetis also owns and operates a 50 million gallon per year
renewable chemical and advanced fuel production facility on the
East Coast of India producing distilled biodiesel and refined
glycerin for customers in India and Europe.
Aemetis reported a net loss of $36.29 million for the year ended
Dec. 31, 2018, following a net loss of $31.77 million for the year
ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $96.68
million in total assets, $58.48 million in total current
liabilities, $184.95 million in total long term liabilities, and a
total stockholders' deficit of $146.75 million.
AEMETIS INC: Receives Noncompliance Notice from Nasdaq
------------------------------------------------------
Aemetis, Inc., received a letter from the Listing Qualifications
Department of the Nasdaq Stock Market on Jan. 31, 2020, indicating
that, based upon the closing bid price of the Company's common
stock for the last 30 consecutive business days, the Company did
not meet the minimum bid price of $1.00 per share required for
continued listing on The Nasdaq Global Market pursuant to Nasdaq
Listing Rule 5450(a)(1). A delisting notice has not been received,
and the letter indicated that the Company will be provided with a
compliance period of 180 calendar days, or until July 29, 2020, in
which to regain compliance pursuant to Nasdaq Listing Rule
5810(c)(3)(A). The letter further provided that if, at any time
during the 180-day period, the closing bid price of the Company's
common stock is at least $1.00 for a minimum of ten consecutive
business days, Nasdaq will provide the Company with written
confirmation that it has achieved compliance with the minimum bid
price requirement. If the Company does not regain compliance by
July 29, 2020, an additional 180 days may be granted to regain
compliance if the Company (i) submits an on-line Transfer
Application and related application fees, (ii) meets the continued
listing requirement for market value of publicly held shares and
all other initial listing standards for The Nasdaq Capital Market
(except for the bid price requirement) and (iii) provides written
notice of its intention to cure the deficiency during the second
180-day compliance period.
The Company intends to actively monitor its closing bid price for
its common stock between now and July 29, 2020, and intends to take
any reasonable actions to resolve the Company's noncompliance with
the minimum bid price requirement as may be necessary. No
determination regarding the Company's response has been made at
this time. There can be no assurance that the Company will be able
to regain compliance with the minimum bid price requirement or will
otherwise be in compliance with other Nasdaq listing criteria.
About Aemetis
Headquartered in Cupertino, California, Aemetis --
http://www.aemetis.com/-- is an advanced renewable fuels and
biochemicals company focused on the acquisition, development and
commercialization of innovative technologies that replace
traditional petroleum-based products by the conversion of ethanol
and biodiesel plants into advanced biorefineries. Founded in 2006,
Aemetis owns and operates a 60 million gallon per year ethanol
production facility in the California Central Valley near Modesto.
Aemetis also owns and operates a 50 million gallon per year
renewable chemical and advanced fuel production facility on the
East Coast of India producing distilled biodiesel and refined
glycerin for customers in India and Europe.
Aemetis reported a net loss of $36.29 million for the year ended
Dec. 31, 2018, following a net loss of $31.77 million for the year
ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $96.68
million in total assets, $58.48 million in total current
liabilities, $184.95 million in total long term liabilities, and a
total stockholders' deficit of $146.75 million.
AMERICAN COMMERCIAL: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: American Commercial Lines Inc.
1701 E. Market Street
Jeffersonville, IN 47130
Business Description: American Commercial Lines Inc. is a
provider of liquid and dry cargo barge
transportation services in the United
States, operating a modern fleet of
approximately 3,500 barges on the
Mississippi River, its tributaries, and on
the Gulf Intracoastal Waterway. In
addition, ACL operates a series of
strategically-placed harbor services
facilities throughout the region, providing
fleeting, shifting, cleaning, and repair
services to their fleet of barges and 188
towboats, as well as to third-parties. With
approximately 2,100 employees as of
the Petition Date, and customers that
include many of the country's major energy,
petrochemical, industrial, and agricultural
companies. ACL was founded in 1915 and
is headquartered in Jeffersonville,
Indiana. Visit https://www.bargeacbl.com
for more information.
Chapter 11 Petition Date: February 7, 2020
Court: United States Bankruptcy Court
Southern District of Texas
Eleven affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
American Commercial Lines Inc. (Lead Case) 20-30982
Finn Holding Corporation 20-30986
ACL I Corporation 20-30989
Commercial Barge Line Company 20-30984
American Commercial Barge Line LLC 20-30981
ACBL Oldco, LLC 20-30988
ACBL Transportation Services LLC 20-30980
ACBL River Operations LLC 20-30983
Old JB LLC 20-30985
ACL Professional Services Inc. 20-30987
American Commercial Lines International LLC 20-30990
Judge: Hon. Marvin Isgur
Debtor's
General
Bankruptcy
Counsel: Dennis F. Dunne, Esq.
Samuel A. Khalil, Esq.
Parker J. Milender, Esq.
MILBANK LLP
55 Hudson Yards
New York, New York 10001
Tel: (212) 530-5000
Fax: (212) 530-5219
Email: ddunne@milbank.com
skhalil@milbank.com
pmilender@milbank.com
Debtors'
Local
Bankruptcy
Counsel: John F. Higgins, Esq.
Eric M. English, Esq.
PORTER HEDGES LLP
1000 Main Street, 36th Floor
Houston, Texas 77002
Tel: (713) 226-6000
Fax: (713) 226-6248
Email: jhiggins@porterhedges.com
eenglish@porterhedges.com
Debtors'
Investment
Banker: GREENHILL & CO., LLC
300 Park Avenue
New York, NY 10022
Debtors'
Financial
Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC
2100 Ross Avenue, 21st Floor
Dallas, Texas, 75201
Debtors'
Claims,
Noticing &
Solicitation
Agent: PRIME CLERK LLC
One Grand Central Place
60 East 42nd Street
Suite 1440, New York, NY 10165
https://cases.primeclerk.com/acl/Home-Index
Debtors'
Special
Counsel: SEWARD & KISELL LLP
One Battery Park Plaza
New York, NY 10004
Estimated Assets
(on a consolidated basis): $1 billion to $10 billion
Estimated Liabilities
(on a consolidated basis): $1 billion to $10 billion
The petitions were signed by Dawn Landy, SVP & general counsel.
A full-text copy of American Commercial Lines' petition is
available for free at PacerMonitor.com at:
https://is.gd/98IxiQ
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Whayne Supply Co Inc. Trade Payable $1,315,274
Attn: Chris Coots
Vice President
Dept 8326
Carol Stream, IL 60122-8326
United States
Tel: 502-609-4156
Fax: 502-423-2759
Email: chris_coots@whayne.com
2. John W Stone Oil Distributor LLC Trade Payable $1,236,135
Attn: Tony Odak, COO
Dept 322 PO Box 4869
Houston, TX 77210-4869
United States
Tel: 504-915-8150
Fax: 504-392-2262
Email: TOdak@stoneoil.com
3. Excell Marine Corp Fully Found $1,170,862
Attn: Bruce D. McGinnis, CEO Charter
PO Box 775770 Obligation
Chicago, IL 60677-5770
United States
Tel: 270-898-1022
Fax: 740-377-9541
Email: bmcginnis@mcginnisinc.com
4. James Transportation LLC Fully Found $1,093,999
Attn: Barry Gipson Charter
Executive Vice President of Sales & Obligation
Business Development
Pnc Bank
C/O James Transportation LLC
Lockbox 772907
Itasca, IL 60143
United States
Tel: 270-898-7392
Fax: 270-448-0050
Email: bgipson@jamesmarine.com
5. Paducah River Service Trade Payable $1,082,051
Attn: Barry Gipson
Executive Vice President of Sales &
Business Development
Pnc Bank
C/O James Marine Inc
Lockbox #772942
Itasca, IL 60143
United States
Tel: 270-898-7392
Fax: 270-448-0050
Email: bgipson@jamesmarine.com
6. Echo Marine Ltd Fully Found $568,800
Attn: Rhonda Echols Charter
President Obligation
PO Box 386
Highlands, TX 77562
United States
Tel: 281-426-5541
Fax: 281-843-2194
Email: rhonda@echomarineltd.com
7. Economy Boat Store Wickliffe Trade Payable $510,173
Attn: David Reynolds
Vice President
C/O Mers LLC
PO Box 679421
Dallas, TX 75267-9421
United States
Tel: 901-775-8945
Fax: 361-573-6803
Email: David.Reynolds@pilotthomas.com
8. Turn Services LLC Fully Found $492,194
2801 Unifirst Dr Charter
Owensbobo, KY 42301 Obligation
United States
9. Economy/Stone Trade Payable $474,329
Mid-Stream Fuel LLC
Attn: David Reynolds
Vice President
Dept 476
PO Box 4869
Houston, TX 77210-4869
United States
Tel: 901-775-8945
Fax: 361-573-6803
Email: David.Reynolds@pilotthomas.com
10. Gulf South Marine Brokers Inc. Fully Found $407,921
Attn: President or General Counsel Charter
PO Box 10709 Obligation
New Orleans, LA 70181-0709
United States
11. Grainger Trade Payable $362,821
Attn: Randeep Saini
925 34th St
Peru, IL 61354
United States
12. Marine Systems Inc Trade Payable $327,112
Attn: D. Lynn Strahan
President
PO Box 301284
Dallas, TX 75303-1284
United States
Tel: 713-948-3260
Fax: 713-378-0208
13. Louis Dreyfus Co LLC Trade Payable $285,072
4800 Main St Suite 600
Kansas City, MO 64112
United States
14. Callais & Sons Fully Found $261,800
120 W 108Th St Charter
Cut-Off, LA 70345 Obligation
United States
15. Mcginnis Inc. Trade Payable $254,115
Attn: Rick Griffith
President
PO Box 775759
Chicago, IL 60677-5759
United States
Tel: 740-377-4391
Fax: 740-377-954
Email: rgriffith@mcginnisinc.com
16. Economy Boat Store Mers LLC Trade Payable $246,389
Attn: David Reynolds
Vice President
C/O Mers LLC
PO Box 679421
Dallas, TX 75267-9421
United States
Tel: 901-775-8945
Fax: 361-573-6803
Email: David.Reynolds@pilotthomas.com
17. Southwest Shipyard LP Trade Payable $244,639
Attn: Anthony Lujan
Senior VP, Sales & Customer Service
Dept 116
PO Box 4458
Houston, TX 77210-4458
United States
Tel: 713-967-6359
Fax: 281-860-3215
Email: Anthony.Lujan@swslp.com
18. Inland Marine Fully Found $239,412
Po Box 598 Charter
Hebron, KY 41048 Obligation
United States
19. Archway Fleeting & Trade Payable $238,591
Harbor Serv
PO Box 60036
Los Angeles, CA 90060-0036
United States
20. Carline Management Co Inc. Trade Payable $237,497
Attn: Lew Parks, President
PO Box 1360
Gonzales, LA 70707-1360
United States
Tel: 225-474-5438
Fax: 225-473-6676
Email: lew.parks@carlinecompanies.com
21. Marquette Gulf Inland Fully Found $226,200
PO Box 11407 Dept 1566 Charter
Birmingham, AL 35246-1566 Obligation
United States
Attn: President or General Counsel
22. T T Coatings Inc. Trade Payable $225,314
Attn: President or General Counsel
19368 Highway 36
Covington, LA 70433-8727
United States
23. Paducah Rigging Inc. Trade Payable $205,959
Attn: Alex Edwards, President & CEO
4150 Cairo Rd
Paducah, KY 42001
United States
Tel: 270-443-386
Fax: 270-443-8437
Email: aedwards@paducahrigging.com
24. Petroleum Service Corporation Trade Payable $202,493
Attn: Joel Dickerson, CEO
PO Box 734873
Dallas, TX 75373-4873
United States
Tel: 281-991-3500
Fax: 281-991-1360
25. Economy Boat Store Trade Payable $182,673
Attn: c/o Pilot Thomas Logistics
Attn: David Reynolds, VP
C/O Mers LLC
PO Box 679421
Dallas, TX 75267-9421
United States
Tel: 901-775-8945
Fax: 361-573-6803
Email: David.Reynolds@pilotthomas.com
26. Terral River Svc Inc. Trade Payable $160,942
Attn: Tom Gattle, President/CEO
10100 Hwy 65S
Lake Providence, LA 71254
United States
Tel: 318-559-1500
Fax: 318-559-152
Email: tomg@terralriverservice.com
27. C & J Marine Services Inc Fully Found $154,414
Attn: David Armstrong Charter
Dept 875223315 Obligation
Palatine, IL 60038-0001
United States
Tel: 314-808-6472
Email: david.a.armstrong@grainger.com
28. Campbell Transportation Co Inc Trade Payable $151,792
PO Box 931696
Cleveland, OH 44193
United States
29. Brown Water Marine Services Trade Payable $147,406
Po Box 2269
Rockport, TX 78381
United States
30. Chevron Products Company Trade Payable $144,385
Attn: Buck Bradberry
Marine Account Manager
PO Box 730348
Dallas, TX 75373-0348
United States
Tel: 505-250-7311
Email: BUOB@chevron.com
ANITSA INC: ACC Buying Industrial Laundry Business for $1.1M
------------------------------------------------------------
Anitsa, Inc., asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of substantially all
of its assets in its industrial laundry business to Active Capital
Co., B.V. ("ACC") for $1.1 million, pursuant to their Asset
Purchase Agreement, subject to overbid.
The assets identified in the APA include all cash and accounts
receivables of the DIP, good will, equipment, inventory, furniture
and office equipment, all trucks and cars, transferred contracts,
intellectual property, licenses and permits, any claim owned by the
DIP, and all documents and records of the DIP.
There is a blanket security interest in substantially all of the
company's assets in favor of American Riviera Bank which is
currently owed approximately $3.3 million. The bank's security
interest was the subject of a UCC-1 which was recorded on Jan. 31,
2012 which was followed by four other UCC-1 filings through April
16, 2013.
The bank recorded five more UCC-1's in 2015. Although there are
numerous other UCC-2 filings by several other parties, all these
other parties are junior to America Riviera Bank and/or do not have
security interests in cash collateral. The American Riviera Bank
loan was obtained through the Small Business Administration and is
personally guaranteed by the Debtor's principal, Garo Minissian.
The receivables of the company have all been factored and at the
time of filing the Debtor has less than $10,000 in its operating
account.
The bank obtained an appraisal of what a forced liquidation sale of
the Debtor's equipment, furniture, and vehicles would yield which
showed a figure of $931,682. However, the amount does not take
into account the expenses of such a sale and the Debtor also
believes that the figure is high. After taking these factors into
account, the debtor believes that a forced sale would yield less
than $500,000. Obviously, if the bank isn't made whole, there will
be nothing for general unsecured creditors.
Another appraisal report dated Jan. 8, 2020, shows an anticipated
value of $479,150 if the Debtor's equipment is sold during a
healthy economy. This does not include any brokerage, sales, sales
commission, or fees for advertising. According to the appraisal
report, costs usually average 25% to 35% of the total liquidated
value of a complete package sale. Thus, after cost of sale
deduction, the net value is estimated at $335,405.
Notwithstanding the company's recent losses and modest liquidation
value if shut down, it has going concern value for a well-funded
strategic buyer wanting to enter the Los Angeles hospitality
laundry business, so long as the buyer can acquire the assets free
and clear of the liabilities. Such a buyer would have a premises,
equipment and vehicles already in place, a trained work force of
152 employees already on the job, and a book of clients.
Sporadically over the last year and intensively over the last
several weeks, the Debtor has been looking for such a buyer in the
hope of at least paying down more of the SBA loan than could be
obtained from a mere forced liquidation of the equipment and
vehicles, and finding a new employer for its employees and a new
tenant for its landlord. In the course of this search, it has been
imperative that there be no interruption in the Debtor's service to
its clients which in turn has meant that the debtor has needed to
cover essential expenses such as vehicle fuel, utilities, and, most
critically, payroll.
The Debtor was unable to reimburse its payroll provider, ADP, for
its last payroll of 2019 and it was without funds to pay its next
payroll which was due on January 10. It nonetheless kept the
business open because over the preceding two weeks it had been in
discussions with a strategic buyer by the name of ACC). ACC
specializes in investing in companies for the purpose of
introducing state-of—the-art technologies and systems.
Dick Zeldenthuis, a partner in ACC, and other members of his team
came to Los Angeles on in January and in a series of meetings,
representatives of the Debtor and ACC have been in discussions
about a purchase agreement. The parties also met with the Debtor's
landlord, Kerbel, LLC, which is currently owed $266,650 in accrued
rent. These discussions resulted in a non-binding offer
transmitted on January 7 for the purchase of the assets of the
Debtor, free and clear of its liabilities. This was then
superseded by a new offer transmitted on January 8 under the terms
of which ACC proposes to pay $1.1 million for the assets. It would
be inclusive of loans that ACC would make to maintain the
operations of the business pending approval of the sale and
whatever it will take to assume and reject the lease and any other
critical executory contracts. It contemplated a division of the
sales proceeds between the American Riviera Bank and Kerbel, with a
carve-out for general unsecured creditors. The offer provided that
an eventual sale would have to close by Feb. 14, 2020.
Pursuant to an order entered on Jan. 10, 2020, the Buyer has
provided $220,000 in post-petition DIP financing and, subject to
further Court order, it is contemplated that more such financing
may be provided. All such financing will be converted from a
secured, super-priority loan to a credit against the Purchase
Price. The balance of the Purchase Price will be paid upon
closing.
The minimum overbid for the Transferred Assets will be set by the
Court at the time of the hearing, or, at the Court's option,
following the DIP's recommendation, the overbid will be $15,000
above the present offer and any subsequent overbids will be at
least $10,000 over the preceding offer.
The sale is on an "as is - where is" basis. The DIP makes no
warranties nor representations other than as provided in the APA
and this Motion in connection with the sale. The sale is subject
to Court approval which will necessarily include an overbid
process.
All overbids must provide for a full one-time payment of the entire
purchase price at closing. The overbidder will have provided to
Debtor's counsel prior to the hearing proof of its ability to close
the transaction on February 14 and will tender the sum of $600,000
payable to the Debtor.
Any overbid will be for the purchase of the Debtor's assets "as-is"
and "where-is" and the overbidder will be deemed to have completed
any due diligence that it might otherwise be entitled to. The
overbidder may decide to not have assigned to it any of the
Transferred Contracts identified in the APA. However, to the
extent that it does want such assignments, it will need to provide
evidence from which the contracting parties can determine that
there is adequate assurance of future performance.
At the conclusion of the hearing on the Motion, the Court will
determine the highest and best offer for the Transferred Assets and
the DIP will proceed to consummate the sale of the Transferred
Assets in accordance with such offer to the highest bidder without
further notice to creditors or hearing before the Court.
The Debtor currently contemplates that the division of the sales
proceeds will be as follows: (1) $100,000 to the bankruptcy estate
to be available to pay administrative and general unsecured claims;
(2) payment of such amounts as will be necessary to accomplish
assumption and rejection of the Transferred Contracts," including
the Debtor's premises, an amount that is currently expected to be
$276,000; (3) the balance to be paid to American Riviera Bank.
The proposed sale is in the best interests of creditors.
A hearing on the Motion is set for Jan. 30, 2020 at 10:00 a.m.
About Anitsa Inc.
Anitsa, Inc. -- http://vslaundry.com/-- is a provider of laundry
services to the hospitality industry. It also offers consulting
expertise and resource management solutions.
Anitsa Inc. sought Chapter 11 protection (Bankr. C.D. Cal. Case No.
20-10168) on Jan. 8, 2020. In the petition signed by Garo
Minissian, CEO, the Debtor was estimated to have assets and
liabilities in the range of $1 million to $10 million. The case is
assigned to Judge Barry Russell. The Debtor tapped James A. Dumas,
Esq., at Dumas & Kim, APC, as counsel.
ANTERO MIDSTREAM: S&P Lowers ICR to 'B+'; Outlook Negative
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
midstream energy company Antero Midstream Partners L.P. (AM) to
'B+' and maintained the negative outlook after it lowered its
rating on Antero Resources Corp. (AR), former parent and majority
customer of the company, to 'B+' from 'BB'.
At the same time, S&P lowered its issue-level ratings on the
partnership's unsecured debt to 'B+' from 'BB'. The '3' recovery
rating is unchanged, indicating S&P's expectation for meaningful
(50%-70%; rounded estimate: 65%) recovery in a payment scenario.
The rating action on AM reflects S&P's consideration of AM as
strategically important to AR. AR owns 28% of AM, and it holds two
of nine of AM's board seats. While the lack of control provides
some separation between the two entities, AM and AR still depend on
each other. AM derives nearly 100% of its revenues from AR, and
they share a management team. S&P considers the two entities
inherently linked, and it continues to link the ratings, with its
rating on AM constrained by that of AR.
The negative outlook on AM reflects the negative outlook on AR. S&P
expects AM to have adjusted debt to EBITDA of about 3.9x in 2020
while maintaining adequate liquidity. The rating agency expects AM
to maintain a distribution coverage ratio of about 1x in 2020 and
2021.
"We could lower our rating on AM if we lower our rating on AR. In
addition, we could lower our stand-alone credit profile (SACP) on
if AR reduces its volume expectations or if further fee reductions
are enacted, leading to sustained debt to EBITDA exceeding 4.0x at
AM," S&P said.
S&P could revise the outlook on AM to stable if it revises the
outlook on AR.
Furthermore, S&P could raise its SACP on AM if it adds significant
third party cash flows while maintaining leverage below 4x.
APG SUBS: Butt Buying HRK's Glen Burnie Property for $122K
----------------------------------------------------------
HRK Group, Inc., an affiliate of APG Subs, Inc., asks the U.S.
Bankruptcy Court for the District of Maryland to authorize the sale
of its equipment, inventory, goodwill, and other assets located at
Store No. 25449 at 6720 Ritchie Highway, Suite B, Glen Burnie,
Maryland to Mr. Muneeb A. Butt for $122,000.
The Debtor owns and operates the Store.
Respondent Xenith Bank, a Division of Atlantic Union Bank, is a
lending and financing institution doing business within the State
of Maryland. The Bank holds security interests in all of the
assets, tangible and intangible, located at the Store pursuant to a
Promissory Note and certain Commercial Security Agreements each
dated Feb. 16, 2017, duly perfected by the recordation of financing
statements which lien has been extended post-petition and
determined to be in the initial principal amount of $205,000
pursuant to the terms and conditions of a Consent Cash Collateral
Order entered on Oct. 7, 2019, on which restructured secured debt
post-petition payments have been made to the Bank.
The Debtor has been operating the store through a Sublease held by
Raymond H. Burrows, III, and his former wife, Katherine
Wyatt-Burrows dared June 11, 2002. Mr. Burrows, the president of
the Debtor, determined that it was in the best interests of the
Debtor corporation to sell the assets in the store in order to
reduce costs and expenses.
On Dec. 23, 2019, HRK received an offer for the purchase of its
assets at the store free and clear of all liens, including its
equipment, inventory, leasehold improvements and goodwill, from Mr.
Muneeb A. Butt for the purchase price of $122,000 payable through a
down payment of $60,000 of which an initial $7,000 deposit has been
paid to the Debtor, and the latter taking back promissory note in
the original principal amount of $62,000 payable at 9% per annum
over a term of four years at $1,543 per month to be secured by the
equipment, inventory, and goodwill being sold.
The Contract of Sale contains a contingency for the approval of the
sale by Subway corporate headquarters. The Debtor avers that the
Subway Franchise agreement for the store is not owned by HRK; the
Subway Franchise agreement for the store is in held by Mr. Raymond
H. Burrows, III, and the Buyer will be paying a transfer fee -- a
franchise fee -- directly to Subway corporate headquarters, which
franchise fee is in addition to the $68,000 purchase price to be
paid by the Buyer to the debtor. As the franchise is not an asset
of HRK, the debtor avers that none of the proceeds of the Contract
of Sale are attributable to the Franchise Agreement.
The Debtor avers that the Sublease for the store is not owned by
HRK, and therefore avers that none of the proceeds of the Contract
of Sale are attributable to the Sublease. In addition to securing
the unpaid purchase price by a lien against the assets to be sold,
for the protection of the debtor and its creditors, the Debtor
avers that Mr. Burrows will remain on the Sublease to the business
premises and will remain on the Subway franchise until the full
principal and interest are paid by the Buyer.
The Debtor avers that the $122,000 plus interest proceeds of the
Contract of Sale will be paid to the Bank, which holds a lien
against the assets to be sold under the Contract of Sale, until
such time as the restricted secured debt of $205,000 is paid in
full.
The Debtor believes and therefore avers that the purchase price
under the Contract of Sale is fair and reasonable in light of other
sales of similar equipment and goodwill obtained by other Subway
locations operated by the debtor corporations in these jointly
administered cases and in consideration of the Debtor's scheduled
value of $15,000 for its equipment. It avers that the remaining
proceeds of sale of $107,000 is attributable leasehold improvements
and to goodwill, an intangible asset against which Xenith Bank
holds a perfected security interest as set forth in the Cash
Collateral Order.
It believes and therefore avers that the proposed sale free and
clear of all liens and encumbrances with the Bank's lien attaching
to the proceeds of sale to be paid to the Bank at settlement would
be in the best interest of its bankruptcy estate in that it reduces
the secured debt due under the Cash Collateral Order which, in
turn, would generate greater funds ultimately to be distributed to
other creditors, including priority taxing authorities.
A copy of the Contract is available at https://tinyurl.com/tbsdgmn
from PacerMonitor.com free of charge.
About APG Subs Inc.
APG Subs, Inc., based in Edgewood, MD, and its affiliates sought
Chapter 11 protection (Bankr. M.D. Lead Case No. 19-18315) on June
19, 2019. In the petition signed by Raymond Burrows, III,
president, the Debtor APG Subs. disclosed total assets of $28,177,
and total liabilities of $1,268,112 in both assets and liabilities.
The Hon. David E. Rice oversees the case. Marc R. Kivitz, Esq.,
at the Law Office of Marc R. Kivitz, serves as bankruptcy counsel
to the Debtors.
ARENA EQUITY: Hires Isaacson & Raymond as Special Counsel
---------------------------------------------------------
Arena Equity Investments LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Maine to employ Isaacson &
Raymond, PC as its special counsel.
Services that Isaacson will provide are:
(1) represent the Debtor in landlord-tenant matters, including
eviction proceedings; and
(2) represent the Debtor in negotiations with the City of
Lewiston regarding inspection and code enforcement issues.
Isaacson's hourly rates are:
Daniel A. D'Auteuil, Jr. Attorney (Shareholder) $295
Jason Dionne Attorney (Shareholder) $295
Toy Akinjiola Attorney (Associate) $225
Victoria Degenhardt Attorney (Associate) $225
Matthew Simone Attorney (Associate) $225
As disclosed in the court filings, none of the attorneys or
employees of Isaacson hold any interest adverse to the Debtor or to
Debtor's estate with respect to the limited matters for which
Isaacson is to be employed in this case.
The counsel can be reached through:
Daniel A. D'Auteuil, Jr., Esq.
Isaacson & Raymond P.A.
75 Park St
Lewiston, ME 04240
Phone: 207 795-5000
Fax: 207 795-5014
About Arena Equity Investments, LLC
Arena Equity Investments, LLC is a real estate investment and
management company. It filed for Chapter 11 bankruptcy protection
(Bankr. D. Me. Case No. 19-20554) on October 29, 2019. The Hon.
Michael A. Fagone oversees the case.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Edward
Riekstins, principal.
The Debtor is represented by Adam R. Prescott, Esq., at Bernstein,
Shur, Sawyer & Nelson, P.A.
ARIELLE TAXI: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Arielle Taxi, LLC
FKA Kareen Taxi, LLC
FKA Igal Taxi, LLC
FKA Joelle Taxi, LLC
FKA Effy Taxi, LLC
FKA Rika Taxi, LLC
FKA Veronique Tax, LLC
FKA Paula Taxi, LLC
2351 South Swanson Street
Philadelphia, PA 19148
Business Description: Arielle Taxi, LLC is a privately held
company in the taxi and limousine service
industry.
Chapter 11 Petition Date: February 7, 2020
Court: United States Bankruptcy Court
Eastern District of Pennsylvania
Case No.: 20-10798
Judge: Hon. Magdeline D. Coleman
Debtor's Counsel: Albert A. Ciardi, III, Esq.
CIARDI CIARDI & ASTIN
One Commerce Square
2005 Market Street, Suite 3500
Philadelphia, PA 19103
Tel: 215-557-3550
Email: aciardi@ciardilaw.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ofer Harari, officer.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors at the time of the filing.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/6qhFZF
ARRO CORP: Karlin Foods Appointed as New Committee Member
---------------------------------------------------------
The Office of the U.S. Trustee on Feb. 4, 2020, appointed Karlin
Foods as new member of the official committee of unsecured
creditors in the Chapter 11 case of Arro Corporation.
Karlin Foods replaced Alternative Staffing, Inc., which was removed
from the committee following the transfer of its claim.
Karlin Foods maintains an office at:
Karlin Foods Corp.
Representative: Mitchell Karlin
1845 Oak Street, Suite 19
Northfield, IL 60093
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. Judge Janet S. Baer oversees the case.
The Debtor tapped Adelman & Gettleman, Ltd. as its legal counsel,
and Livingstone Partners LLC as its investment banker. Vladimir
Kasparov of Andrews Advisory Group, LLC is the Debtor's chief
restructuring officer.
On Dec. 23, 2019, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee tapped
Goldstein & McClintock LLLP as its counsel and Conway Mackenzie,
Inc. as its financial advisor.
ASCENA RETAIL: BlackRock Has 6.4% Stake as of Dec. 31
-----------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2019, it
beneficially owns 640,006 shares of common stock of Ascena Retail
Group Inc., which represents 6.4 percent of the shares outstanding.
A full-text copy of the regulatory filing is available for free at
the SEC's website at:
https://is.gd/FGMeKS
About Ascena Retail
Ascena Retail Group, Inc. (Nasdaq: ASNA) --
http://www.ascenaretail.com/-- is a national specialty retailer
offering apparel, shoes, and accessories for women under the
Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion
(Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, through its retail brands, operates
ecommerce websites and approximately 2,800 stores throughout the
United States, Canada, and Puerto Rico.
Ascena Retail reported a net loss of $661.4 million for the fiscal
year ended Aug. 3, 2019, a net loss of $39.7 million for the year
ended Aug. 4, 2018, and a net loss of $1.06 billion for the year
ended July 29, 2017. As of Nov. 2, 2019, the Company had $3.49
billion in total assets, $3.32 billion in total liabilities, and
$173 million in total equity.
* * *
As reported by the TCR on Nov. 26, 2019, S&P Global Ratings lowered
its issuer credit rating on Mahwah, N.J.-based women's specialty
apparel retailer Ascena Retail Group Inc. to 'CCC' from 'CCC+' to
reflect the rating agency's belief that it is increasingly likely
the company will pursue a debt restructuring over the next 12
months.
In October 2019, Moody's Investors Service downgraded Ascena Retail
Group, Inc.'s corporate family rating to Caa2 from B3, probability
of default rating to Caa2-PD from B3-PD and senior secured term
loan rating to Caa2 from B3. The downgrades reflect Moody's view
that Ascena's capital structure is likely unsustainable as a result
of its weak operating performance, high leverage, and negative free
cash flow, creating an elevated risk of a debt restructuring
including a material debt repurchase at a significant discount.
ASCENA RETAIL: Charles Schwab Has 8% Stake as of Dec. 31
--------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Charles Schwab Investment Management Inc. disclosed
that as of Dec. 31, 2019, it beneficially owns 794,766 shares of
common stock of Ascena Retail Group, Inc., which represents 8
percent of the shares outstanding. A copy of the regulatory filing
is available for free at the SEC's website at:
https://is.gd/ujCbRT
About Ascena Retail
Ascena Retail Group, Inc. (Nasdaq: ASNA) --
http://www.ascenaretail.com-- is a national specialty retailer
offering apparel, shoes, and accessories for women under the
Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion
(Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, through its retail brands, operates
ecommerce websites and approximately 2,800 stores throughout the
United States, Canada, and Puerto Rico.
Ascena Retail reported a net loss of $661.4 million for the fiscal
year ended Aug. 3, 2019, a net loss of $39.7 million for the year
ended Aug. 4, 2018, and a net loss of $1.06 billion for the year
ended July 29, 2017. As of Nov. 2, 2019, the Company had $3.49
billion in total assets, $3.32 billion in total liabilities, and
$173 million in total equity.
* * *
As reported by the TCR on Nov. 26, 2019, S&P Global Ratings lowered
its issuer credit rating on Mahwah, N.J.-based women's specialty
apparel retailer Ascena Retail Group Inc. to 'CCC' from 'CCC+' to
reflect the rating agency's belief that it is increasingly likely
the company will pursue a debt restructuring over the next 12
months.
In October 2019, Moody's Investors Service downgraded Ascena Retail
Group, Inc.'s corporate family rating to Caa2 from B3, probability
of default rating to Caa2-PD from B3-PD and senior secured term
loan rating to Caa2 from B3. The downgrades reflect Moody's view
that Ascena's capital structure is likely unsustainable as a result
of its weak operating performance, high leverage, and negative free
cash flow, creating an elevated risk of a debt restructuring
including a material debt repurchase at a significant discount.
ASSUREDPARTNERS INC: S&P Rates New Term Loan, Revolver Loan 'B'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' debt rating to Lake Mary,
Fla.-based insurance broker, AssuredPartners Inc.'s proposed $2.122
billion term loan due 2027 and $350 million revolver loan due 2025.
S&P also assigned a '3' recovery rating, indicating its expectation
of meaningful recovery (55%) in the event of payment default.
Additionally, S&P currently rates Assured Partners' senior notes
due 2025 and 2027 'CCC+' with a recovery rating of '6' (0%), which
indicates its expectation for negligible recovery in the event of a
default.
S&P expects the new financing to have identical terms to the
company's previous senior secured borrowings and for
AssuredPartners to use the proceeds to pay down the existing first
lien term loan, repay borrowings on the revolving credit facility,
fund acquisitions, and pay related fees and expenses.
Based on preliminary year-end 2019 results, S&P expects the company
to report total revenues of $1.28 billion and pro forma adjusted
EBITDA of $400 million per the rating agency's calculations, which
includes the impact of completed acquisitions at year-end and
excludes certain add-back items.
S&P's highly leveraged financial risk profile assessment continues
to assume a debt-intensive capital structure comprising debt and
debt-like instruments. Including this transaction, S&P expects
financial leverage of 8.0x with EBITDA interest coverage of about
2.0x (pro forma excluding preferred shares that the rating agency
treats as debt) for year-end 2019. S&P thinks the company's
financial leverage reflects some modest strain, but the rating
agency expects sustained growth in revenue and earnings to result
in strengthening cash-flow generation, enabling the company to
carry this increased debt load and report metrics in line with the
rating agency's current ratings expectations: 7.5x-8.0x financial
leverage (excluding payment-in-kid preferred shares the rating
agency treats as debt) and EBITDA interest coverage above 2x within
12 months.
"Our 'B' issuer credit rating on AssuredPartners is unaffected by
the new revolver and term loan issuance and reflects the company's
participation and narrow focus in the highly competitive,
fragmented, and cyclical middle-market insurance brokerage
industry," S&P said.
BAHIA DEL SOL: Triangle Asks 10 More Days to Reply to Property Sale
-------------------------------------------------------------------
Triangle Cayman Asset Co. 2, secured creditor of Bahia del Sol
Hotel Corp., asks the U.S. Bankruptcy Court for the District of
Puerto Rico (i) for an extension of time to finalize and file a
settlement agreement in connection with the Debtor's proposed sale
of the real property currently known as "Plaza Parguera Hotel"
located at La Parguera Ward, Road 304, Km. 3.2, Lajas, Puerto Rico,
to Puerto Rico Asset Management, LLC for $1.3 million, subject to
overbid; or (ii) to otherwise state its position as to the Motion.
On Aug. 16, 2019, Triangle filed Proof of Claim 9 in the amount of
$1,141,306, which repayment is secured with, among other things,
property 15,629, located at Road 305, La Parguera, Lajas, where the
Debtor operates its hotel business ("Real Estate Property").
During the status conference held on Aug. 21, 2019, the Debtor
stated it would be filing a motion to sell the Real Estate Property
by Sept. 30, 2019.
On Sept. 27, 2019, the Debtor requested an extension to file the
motion to sell, which the Court granted, until Oct. 21, 2019.
On Oct. 21, 2019, the Debtor and Triangle jointly requested another
extension to file the motion to sell because good faith
negotiations for the consensual repayment of the Triangle Claim
were ongoing. As a result, the Court granted such request until
Nov. 22, 2019.
On Nov. 22, 2019, the Debtor filed the Motion. Thereafter,
Triangle sought an extension of time of 14 days to respond to the
Motion, which the Court granted on Jan. 9, 2020; the current
timeframe to file responses thereto expires on Jan. 21, 2020.
Triangle informs the Court that the Parties have reached an
agreement in principle, and that Triangle is currently coordinating
a meeting with the Debtor for the discussion and finalization of
said agreement.
In consideration of the above, Triangle needs additional time to
allow the Parties to meet and confer to discuss the proposed
agreement, in order to finalize and execute the same. Thus, it
respectfully asks that the Court grants it an additional extension
of time of 10 days to be counted from Jan. 21, 2020, to allow the
Parties to discuss, finalize and execute a stipulation as to the
repayment of Triangle's claim, or in the alternative, for Triangle
to otherwise plead in connection with the Motion.
About Bahia Del Sol Corporation
Bahia Del Sol Hotel Corporation filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 19-03234) on June 5, 2019,
estimating under $1 million in both assets and liabilities. The
Debtor tapped Noemi Landrau Rivera, Esq., at Landrau Rivera &
Assoc., as counsel.
BUILDERS FIRSTSOURCE: Moody's Rates $500MM Unsec. Notes 'B3'
------------------------------------------------------------
Moody's Investor Services affirmed Builders FirstSource, Inc.'s B1
Corporate Family Rating, B1-PD Probability of Default Rating, and
the B2 rating on the company's secured debt. Moody's also assigned
a B3 rating to the company's proposed $500 million senior unsecured
notes due 2030. Proceeds from the proposed debt issuance and some
borrowings under the company's revolving credit facility will be
used to refinance the company's senior secured notes due 2024. The
B2 rating on these notes will be withdrawn upon the close of the
transaction. The SGL-2 Speculative Grade Liquidity Rating is
maintained. The outlook is changed to positive from stable.
The change in outlook to positive from stable reflects Moody's
expectations that BLDR will continue to perform well resulting in
better credit metrics, such as leverage trending towards 2.5x. An
extended maturity profile and industry fundamentals that will
support growth over the next 18 months further support the positive
outlook.
Moody's views the proposed transaction as credit positive, since
BLDR is extending its maturity profile and eliminating, in an
essentially leverage-neutral transaction, refinancing risk in 2024,
when only its $52 million senior secured term loan matures. Moody's
expects BLDR will be able to easily extend its revolving credit
facility beyond its current expiration in late 2023 while
maintaining ample availability to pay off its term loan. The
anticipated change in interest payments is negligible relative to
BLDR's total cash interest payments of about $100 million for
2019.
The B3 rating on the company's senior unsecured notes due 2030, two
notches below the Corporate Family Rating, results from its
subordination the company's ABL revolver and secured term loan and
notes. BLDR's material subsidiaries guarantee the company's secured
and unsecured debt.
The following ratings/assessments are affected by the actions:
Assignments:
Issuer: Builders FirstSource, Inc.
Senior Unsecured Regular Bond/Debenture (Local Currency), Assigned
B3 (LGD5)
Outlook Actions:
Issuer: Builders FirstSource, Inc.
Outlook, Changed to Positive from Stable
Affirmations:
Issuer: Builders FirstSource, Inc.
Probability of Default Rating, Affirmed B1-PD
Corporate Family Rating, Affirmed B1
Senior Secured Bank Credit Facility, Affirmed B2 (LGD4 from LGD5)
Senior Secured Regular Bond/Debenture, Affirmed B2 (LGD4 from
LGD5)
RATINGS RATIONALE
BLDR's B1 Corporate Family Rating reflects Moody's expectations
that the company will continue to benefit from modest growth in new
residential construction, which Moody's expects will grow by 2.0%
in 2020 relative to 2019. The company derives about 77% of its
annualized revenue from both single-family and multi-family
construction. Moody's projects annualized revenue approaching $7.5
billion in 2020, operating margin in the 5.5% - 6.0% range over the
next 12 to 18 months, and adjusted debt-to-LTM EBITDA trending
towards 2.5x at December 31, 2020. A good liquidity profile
characterized by free cash flow generation throughout the year and
revolver availability further support the company's credit
profile.
Although fundamentals are currently sound residential construction
is very cyclical. Additionally, BLDR operates in very competitive
markets where significant price increases are difficult to achieve,
leaving it vulnerable to volatility in lumber prices. Homebuilders
exert tremendous pricing pressures on their suppliers and related
distributors. These factors pose significant credit risk to BLDR.
Governance risk Moody's considers in BLDR's credit profile is a
moderate financial strategy evidenced by improving leverage, no
significant share repurchases and no dividends at this time. The
company has ten directors on its board, all but one of whom are
independent. Three of the ten directors are affiliated with private
equity and one member retired from BLDR. Nevertheless, this level
of board experience, independence and oversight should help
minimize governance risks, including excessive leverage and
aggressive acquisitions.
The rating could be upgraded if (all ratios include Moody's
standard adjustments):
-- Debt-to-LTM EBITDA is sustained below 3.0x
-- Operating margin is maintained above 5.0%
-- A good liquidity profile is preserved
-- Ongoing positive trends in end markets support organic growth
The rating could be downgraded if:
-- Operating margin is trending towards 3.0%
-- Debt-to-EBITDA is expected to stay above 4.0x
-- The company's liquidity profile deteriorates
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
Builders FirstSource, Inc., headquartered in Dallas, Texas, is a
national distributor of lumber, trusses, millwork, and other
building products, and a provider of construction services. It
generates about 71% of total sales from single-family homebuilders.
Revenue for the twelve months ended September 30, 2019 was about
$7.3 billion.
CANOPY PROPERTY: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on Feb. 4, 2020, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Canopy Property Solutions
LLC.
About Canopy Property Solutions
Canopy Property Solutions LLC is a company that provides such
services as property listing, property management and eviction
services for the greater Houston and surrounding areas.
Canopy Property Solutions sought Chapter 11 protection (Bankr. S.D.
Tex. Case No. 19-37091) on Dec. 30, 2019, listing under $1 million
in both assets and liabilities. Judge Jeffrey P. Norman oversees
the case. Jessica Hoff, Esq., at Hoff Law Offices PC, is the
Debtor's legal counsel.
CAPITAL RESTAURANT: Seeks to Hire Gary Williams as Special Counsel
------------------------------------------------------------------
Capital Restaurant Group, LLC seeks authority from the U.S.
Bankruptcy Court for the Northern District of Georgia (Atlanta) to
hire Gary, Williams, Parenti, Watson & Gary, P.L.L.C. as its
special counsel.
Gary Williams will pursue claims against Burger King Corporation
and certain related individuals and entities. The Burger King
Claims are valuable assets of the Debtor's estate.
Gary Williams will be paid a fee of $300,000, payable in 12 monthly
installments of $25,000, plus 33-1/3% of any gross settlement,
judgment or verdict, and reimbursement for reasonable expenses.
Gary Williams represents no interest adverse to Debtor as
debtor-in-possession or the estate in the matters upon which it is
to be engaged for the debtor-in-possession, according to court
filings.
The firm can be reached at:
Sekou Gary, Esq.
Gary, Williams, Parenti,
Watson & Gary, P.L.L.C.
Waterside Professional Building
221 E. Osceola St
Stuart, FL 34994
Phone: 1-888-505-4279
About Capital Restaurant Group, LLC
Based in Atlanta, Georgia, Capital Restaurant Group, LLC, filed a
voluntary petition in this Court for relief under chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-65910) on Oct. 10,
2019, listing under $1 million in both assets and liabilities.
Benjamin Keck at Rountree, Leitman & Klein, LLC, represents the
Debtor as counsel.
CHAMBERLAIN FAIRVIEW: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The Office of the U.S. Trustee on Feb. 4, 2020, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Chamberlain Fairview
Farm.
About Chamberlain Fairview Farm
Chamberlain Fairview Farm owns and operates a dairy farm in
Clearville, Pa.
Chamberlain Fairview Farm filed a voluntary Chapter 11 petition
(Bankr. W.D. Pa. Case No. 19-70757) on Dec. 17, 2019. In the
petition signed by Lynn E. Chamberlain, general partner, the Debtor
estimated $1,438,190 in assets and $1,127,923 in liabilities.
Kevin J. Petak, Esq., at Spence, Custer, Saylor, Wolfe & Rose, LLC,
is the Debtor's legal counsel.
CNX MIDSTREAM: S&P Lowers ICR to 'B+' on Downgrade of Parent
------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on CNX
Midstream Partners L.P. (CNXM) to 'B+' from 'BB-'. The outlook
remains negative.
S&P's 'BB-' issue-level rating on the company's debt is unchanged.
However, S&P revised its recovery rating to '2' from '3' to
indicate its expectation for substantial (70%-90%; rounded
estimate: 85%) recovery in a payment default scenario.
The downgrade on CNXM follows S&P's downgrade of CNX Resources
Corp. (CNX), parent and general partner owner of CNXM, which now
owns an approximately 53% interest in CNXM following the company's
incentive distribution rights (IDR) elimination. CNXM derives about
70%-80% of its revenue from CNX, which is both the company's
sponsor and owner of its general partner. As such, S&P caps the
issuer credit rating on CNXM at the rating on CNX. The companies
share the same management team. The downgrade of CNX reflects a
deteriorating commodity price outlook and S&P's view that the
company has limited access to the unsecured debt market to address
its maturities beginning in early 2022. S&P notes that CNX has
credit facility availability that could be utilized for refinancing
in the event that capital markets remain closed.
The negative outlook on CNXM reflects the negative outlook on CNX,
the partnership's sponsor and general partner owner. S&P
anticipates CNXM will marginally increase volumes and throughput in
2020 and 2021 now that the company has completed its broad
infrastructure buildout for 2019. The rating agency continues to
expect the partnership to sustain adjusted debt to EBITDA of about
3x through 2021, FFO to debt of approximately 30% in S&P's forecast
horizon, and maintain adequate liquidity. Distribution coverage
will continue to be 1.2x-1.3x over the forecast period.
"We may lower our ratings on CNXM if we lowered the issuer credit
rating on CNX. We could also consider a downgrade if debt to EBITDA
increased above 3.5x on a consistent and sustained basis. This
could occur if the partnership aggressively increased leverage to
unsustainable levels," S&P said.
"We could revise the outlook on CNXM if the outlook on CNX were
revised to stable. We could also raise the rating on CNXM if the
partnership increased its size, scale, and business diversity more
in line with those of peers. Such initiatives would need to be
implemented without a concurrent deterioration in the company's
financial profile," the rating agency said.
COLUMBIA NUTRITIONAL: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Columbia Nutritional, LLC
6317 NE 131st Avenue, Suite 103
Vancouver, WA 98682
Business Description: Columbia Nutritional, LLC --
https://www.columbianutritional.com --
is a contract manufacturer of dietary
supplements based in the Pacific Northwest,
with its combined facilities totaling over
100,000 sq. ft. Columbia Nutritional is
a privately-owned company that has been in
operation over 20 years, and active member
of the National Products Association.
Its Corporate headquarters and primary
manufacturing operation for capsules,
tablets, and powders are located in
Vancouver, WA.
Chapter 11 Petition Date: February 6, 2020
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 20-40353
Judge: Hon. Brian D. Lynch
Debtor's Counsel: Thomas W. Stilley, Esq.
SUSSMAN SHANK LLP
1000 SW Broadway
Suite 1400
Portland, OR 97205
Tel: 503-227-1111
Email: tstilley@sussmanshank.com
Debtor's
Chief Restructuring
Officer: CLYDE A. HAMSTREET & ASSOCIATES, LLC
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Brea Viratos, chief operating officer.
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:
https://is.gd/vbCSs0
COMMERCIAL BARGE: S&P Lowers Secured Term Loan Rating to 'C'
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Commercial
Barge Line to 'CC' from 'CCC'. S&P also lowered its rating on the
company's secured term loan to 'C' from 'CCC-'.
The downgrade follows American Commercial Lines Inc.'s announcement
that it has entered into a restructuring support agreement (RSA)
with a substantial majority of its term loan holders. The company
intends to file voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the coming days. In
connection with this, the company has received a commitment for
debtor-in-possession financing consisting of a $640 million
asset-based loan and a $50 million term loan from certain of its
existing lenders.
The negative outlook reflects Commercial Barge Line's intention to
commence a prepackaged Chapter 11 proceeding, at which point S&P
would lower its ratings to 'D'.
COMMUNITY HEALTH: Releases Early Notes Tender Offer Results
-----------------------------------------------------------
Community Health Systems, Inc. announced the early tender results
of the cash tender offer by its wholly owned subsidiary,
CHS/Community Health Systems, Inc., for any and all of the Issuer's
outstanding 5.125% Senior Secured Notes due 2021 on the terms and
subject to the conditions set forth in the Issuer's Offer to
Purchase dated Jan. 23, 2020, and the accompanying Letter of
Transmittal dated Jan. 23, 2020.
As of the early tender deadline of 5:00 p.m., New York City time,
on Feb. 5, 2020, $632,452,000 in aggregate principal amount, or
approximately 63.25 percent, of the outstanding 2021 Notes had been
validly tendered and not validly withdrawn. All the 2021 Notes
validly tendered and not validly withdrawn by the Early Tender
Deadline were accepted for purchase by the Issuer.
The following table sets forth the outstanding principal amount of
the 2021 Notes, the principal amount that had been tendered and not
withdrawn as of the Early Tender Deadline and the principal amount
accepted for purchase by the Issuer:
CUSIP No.: 12543D AU4
Title of Security: 5.125% Senior Secured Notes due 2021
Aggregate Principal
Amount Outstanding: $1,000,000,000
Aggregate Principal Amount
Tendered and Not Withdrawn: $632,452,000
Aggregate Principal Amount
Accepted for Purchase: $632,452,000
Payment for the 2021 Notes accepted for purchase by the Issuer was
expected to be made on Feb. 6, 2020. The Tender Offer is scheduled
to expire at 12:00 midnight, New York City time, on Feb. 20, 2020,
unless extended or earlier terminated by the Issuer. The tender
withdrawal deadline has passed. Accordingly, tenders of the 2021
Notes may no longer be withdrawn. The Issuer reserves the right to
amend, extend or terminate the Tender Offer at any time subject to
applicable law.
On Jan. 23, 2020, the Issuer delivered to the trustee for delivery
to the holders of the 2021 Notes a conditional notice of redemption
to redeem all of the 2021 Notes not purchased by the Issuer in the
Tender Offer on Feb. 22, 2020, at a redemption price of 100.000% of
the principal amount of the 2021 Notes plus accrued and unpaid
interest to, but not including, Feb. 22, 2020.
The Issuer has retained Credit Suisse Securities (USA) LLC to act
as dealer manager in connection with the Tender Offer. Questions
about the Tender Offer may be directed to Credit Suisse Securities
(USA) LLC at (800) 820-1653 (toll free) or (212) 538-2147
(collect). Copies of the Tender Offer documents and other related
documents may be obtained from Global Bondholder Services
Corporation, the tender agent and information agent for the Tender
Offer, at (866) 470-3800 (toll free) or (212) 430-3774 (collect) or
email contact@gbsc-usa.com.
"The Tender Offer is being made solely by means of the Tender Offer
documents. Under no circumstances shall this press release
constitute an offer to purchase or the solicitation of an offer to
sell the 2021 Notes or any other securities of the Issuer or any
other person, nor shall there be any offer or sale of any 2021
Notes or other securities in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. In addition, nothing contained herein constitutes a
notice of redemption of the 2021 Notes. No recommendation is made
as to whether holders of the 2021 Notes should tender their 2021
Notes."
About Community Health
Community Health -- http://www.chs.net-- is a publicly traded
hospital company and an operator of general acute care hospitals in
communities across the country. The Company, through its
subsidiaries, owns, leases or operates 105 affiliated hospitals in
18 states with an aggregate of approximately 17,000 licensed beds.
Shares in Community Health Systems, Inc. are traded on the New York
Stock Exchange under the symbol "CYH."
Community Health reported a net loss attributable to the Company's
stockholders of $788 million for the year ended Dec. 31, 2018,
compared to a net loss attributable to the Company's stockholders
of $2.45 billion for the year ended Dec. 31, 2017. As of Sept. 30,
2019, the Company had $15.89 billion in total assets, $17.16
billion in total liabilities, $498 million in redeemable
noncontrolling interests in equity of consolidated subsidiaries,
and a total stockholders' deficit of $1.76 billion.
* * *
As reported by the TCR on Nov. 29, 2019, S&P Global Ratings raised
its issuer credit rating on U.S.-based hospital operator Community
Health Systems Inc. to 'CCC+' from 'SD' (selective default) and its
rating on the company's senior unsecured notes due 2022 to 'CCC-'
from 'D'. The upgrade to 'CCC+' reflects the company's
longer-dated debt maturity schedule, and S&P's view that
Community's efforts to rationalize its hospital portfolio as well
as improve financial performance and cash flow should strengthen
credit measures over the next couple of years.
Also in November 2019, Fitch Ratings downgraded Community Health
Systems, Inc.'s Issuer Default Rating to 'C' from 'CCC' following
the company's announcement of an offer to exchange a series of
senior unsecured notes due 2022.
COOL HOLDINGS: Disposes of Argentina Electronic Stores Business
---------------------------------------------------------------
Cool Holdings Inc., through its subsidiaries, OneClick License LLC
and OneClick International, LLC (collectively, the "Sellers"),
entered into an agreement by and among the Sellers and Messrs.
Mariano AndrEs Turinetto and HernAn Gustavo Dreier. Pursuant to the
Purchase Agreement, the Company transferred all of its ownership in
OneClick Argentino S.R.L. held indirectly through the Sellers'
membership interest in OneClick S.R.L., to the Purchasers. The
closing of the Disposition occurred concurrently with the execution
of the Purchase Agreement on Jan. 31, 2020. OneClick S.R.L. owns
and operates the Company's business in Argentina, consisting of six
retail consumer electronic stores that are authorized resellers of
Apple products, and other consumer electronic brands.
The Purchase Agreement contains representations, warranties and
commitments customary for a transaction of its size and nature. The
total consideration for the Disposition was $10, on an "as is,
where is" basis, that entails the Purchasers assuming all
obligations contained in the Purchase Agreement, including the
assumption of an aggregate of $320,715 debt owed by OneClick S.R.L.
to its two major distribution suppliers in connection with
commercial agreements, which the Purchaser's shall personally
guaranty if not fully discharged and satisfied within thirty
business days of the closing. The Sellers will refrain, either on
their own or through third parties, carrying out retail sales
through the Mercado Libre or similar e-commerce platforms for a
period of three years. Also, subject to certain limitations, the
parties have agreed to indemnify each other for breaches of their
respective representations, warranties, commitments and other
specified matters therein. Furthermore, all trademarks owned by
OneClick International, LLC in Argentina and related to "OneClick"
will be assigned to OneClick S.R.L. by way of a trademark
assignment agreement. The Company believes the hyperinflationary
economy in Argentina and the resulting instability of its currency
has made it very risky for foreign companies to do business there,
and as a result has decided to focus on its North American
operations. Based on the Company's analysis of the cash outlay it
would incur to shut down and liquidate OneClick S.R.L.'s
Argentinean operations, including significant severance payments to
the employee base as dictated by existing Argentinean labor laws,
the Company concluded that the Disposition through the Purchase
Agreement was clearly the best course of action.
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.
CSL CAPITAL: S&P Rates New $1.75BB Senior Secured Notes 'CCC'
-------------------------------------------------------------
S&P Global Ratings assigned its 'CCC' issue-level rating and '2'
recovery rating to CSL Capital LLC's proposed $1.75 billion senior
secured notes due 2025, Uniti Fiber Holdings Inc.is a co-issuer.
CSL Capital LLC is a wholly owned subsidiary of Little Rock,
Ark.-based telecom REIT Uniti Group Inc. The '2' recovery rating
indicates S&P's expectation for substantial (70%-90%; rounded
estimate: 80%) recovery in the event of a payment default.
S&P expects the company to use the net proceeds from these notes to
repay about $1.65 billion of CSL Capital's $2.05 billion senior
secured term loan B, repay outstanding borrowings under its $576
million revolving credit facility due 2022 ($575 million
outstanding as of Sept. 30, 2019), and pay related fees and
expenses.
In conjunction with the secured note offering, Uniti has obtained
consent to waive any defaults arising from a potential
going-concern qualification with respect to its 2019 audited
financials. In exchange for the waiver, Uniti will cancel 10% of
its current revolver commitment and pay a higher interest rate on
its drawings under the facility.
Because the transaction does not affect Uniti's credit metrics,
S&P's 'CCC-' issuer credit rating and negative outlook on the
company remain unchanged. S&P's ratings on Uniti continue to
reflect that the company derives the majority of its cash flow from
bankrupt telecommunications provider Windstream Holdings. While
Windstream has remained current on its lease payments to-date, the
court proceedings could determine whether the lease will remain
intact in its current form through the company's reorganization and
emergence from bankruptcy. In addition, if the lease were to be
recharacterized as a financing transaction, Uniti could be subject
to additional liability.
DAVID A. HEATH: Father Buying Property for $30K
-----------------------------------------------
David A. Heath and Ivy O. Heath ask the U.S. Bankruptcy Court for
the Eastern District of North Carolina to authorize the private
sale of (i) his interest in the Pitt County Property, (i) his HFF
Interest, and (i) his ERU Interest to his father or his assigns for
$30,000.
A hearing on the Motion is set for Feb 25, 2020 at 10:00 a.m. The
Objection Deadline is Feb. 18, 2020.
As of the Petition Date, and as reflected on the Debtor's Schedule
A/B, Mr. Heath owned interests in the following limited liability
companies, each of which was scheduled with an unknown value: (i)
Heath Family Farms, LLC - 7.6434%, and (ii) Equipment R Us, LLC -
10%.
Additionally, and as of the Petition Date, he owned a one-half
undivided interest, as tenants-in-common with his sister, Kellie H.
Wiggins (nee Kellie Jo Heath), in two parcels of real property
located in Pitt County, North Carolina.
Those two parcels of real property ("Pitt County Property") which
Mr. Heath and Kellie H. Wiggins acquired by deed in 1991, are more
particularly described as follows: (i) 0 N.C. 118 Grifton, North
Carolina 28530, approximately 13.1 acres, Parcel No. 27226, NC PIN
4598572062; and (ii) 0 N.C. 118 Grifton, North Carolina 28530,
approximately 4.34 acres, Parcel No. 27227, NC PIN 4598662278.
The 13 Acre Tract has a tax value of $20,463 according to records
maintained by the Pitt County Tax Department. The 4 Acre Tract,
which, upon information available to the Debtors, is landlocked,
has a tax value of $2,930 according to records maintained by the
Pitt County Tax Department. The ad valorem taxes for the Pitt
County Property are current for the 2019 tax year, and, according
to the records maintained by the Pitt County Tax Department, ad
valorem taxes for the 2019 tax year were paid for both parcels of
the Pitt County Property on Dec. 30, 2019.
Upon information and belief, neither of the parcels comprising the
Pitt County Property contains any buildings, improvements, or other
fixtures. Rather, the Pitt County Property remains unimproved
rural real estate designated by Pitt County as appropriate for
rural homesites. Upon information and belief, neither parcel
comprising the Pitt County Property is encumbered.
The value of Mr. Heath's interest in the Pitt County Property, as
reflected on Schedule A/B, is not more than $11,696.50, which
represents one-half of the combined tax value of the Pitt County
Property. Moreover, the value of his interest in the Pitt County
Property is further diminished by the fact that any purchaser of
the Pitt County Property would take title as a tenant in common
with Kellie H. Wiggins, and would not be entitled to the exclusive
use, possession, and enjoyment of the Pitt County Property.
Upon information and belief, and by virtue of his fractional
ownership interest therein, the nature and location of the land,
and the fact that the 4 Acre Tract appears to be landlocked, the
fair market value of his interest in the Pitt County Property is
less than one-half (1/2) of the combined tax value of the Pitt
County Property.
Heath Family Farms, LLC ("HFF") is owned entirely by insiders of
the Debtors. Specifically, the other members of HFF are Donald A.
Heath and Vicki S. Heath, Mr. Heath's father and mother,
respectively, as well as Kellie H. Wiggins, his sister. The Debtor
did not purchase his HFF Interest, but rather it was gifted to him
by Donald and Vicki Heath.
Upon information and belief, there is no lien, claim against, or
encumbrance upon his HFF Interest. Any member desiring to transfer
all or any portion of his or her ownership interest in HFF to a
third party must present the terms of the proposed transfer, in
writing, to the company prior to the transfer.
HFF owns substantial unencumbered real property in Craven and Pitt
Counties, totaling an estimated 1,500 acres or more, with a total
estimated deferred tax value of approximately $1.2 million ("HFF
Real Property"). However, and notwithstanding the value of the HFF
Real Property, because of the discretionary distribution provisions
in the HFF Operating Agreement, coupled with the severe
restrictions on transfer of any interest in HFF, the Debtors are
informed and believe that there is virtually no market for Mr.
Heath's HFF Interest, and that the value of his HFF Interest to a
third party would be de minimis.
Similar to HFF, the sole members of Equipment R Us, LLC are
insiders of the Debtors, and are comprised of Mr. Heath's parents
and his sister. He owns a 10% membership interest in ERU. Donald
A. Heath and Vicki S. Heath are the managers of ERU. Similar to
the HFF Operating Agreement, the ERU Operating Agreement contains
discretionary, rather than mandatory, distribution provisions, as
well as restrictions on the transfer of interests therein.
As of the date of the filing of the Motion, ERU owns the following
assets with their estimated values, which consist solely of
personal property: (i) 2016 Chevrolet Silverado 2500 - $20,000;
(ii) 2016 Ford Explorer - $10,000; (iii) 1996 Chevrolet
(inoperable) - $0; (iv) 2008 Kimatsu 50 Excavator - $5,000; (v)
1986 Chevrolet 2-ton truck - $500; and (vi) 2004 JD 5425 Tractor -
$10,000.
Upon information and belief, there is no lien, claim against, or
encumbrance upon Mr. Heath's ERU Interest. He asks approval to
sell his interest in the Pitt County Property, his HFF Interest,
and his ERU Interest ("Property") to Donald A. Heath or his
assigns, free and clear of any liens or encumbrances upon the
Property, with such liens, if any, to attach to the proceeds of the
sale.
The Debtors propose to sell the Property to his father, via private
sale, for the combined purchase price of $30,000. To the extent
there are costs associated with consummation and/or closing of the
sale of the Property as proposed, such costs shall be paid by the
Purchaser, such that the net proceeds received will equal to the
Purchase Price.
David A. Heath and Ivy O. Heath sought Chapter 11 protection
(Bankr. E.D. N.C. Case No. 19-05089) on Nov. 1, 2019. The Debtors
tapped Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. as
counsel.
DIME COMMUNITY: Fitch Rates $75MM Series A Preferred Stock 'BB-'
----------------------------------------------------------------
Fitch Ratings assigned a rating of 'BB-' to Dime Community
Bancshares' (BBB/Stable) $75 million offering of non-cumulative
perpetual preferred stock, Series A.
The preferred shares offer a fixed-rate dividend of 5.50%. This is
a new issue of securities and DCOM intends to list the preferred
stock on the NASDAQ National Market under the symbol "DCOMP". The
preferred stock will be senior to DCOM's common stock and at least
equal with each other series of preferred stock it may issue.
KEY RATING DRIVERS
DCOM intends to use the proceeds of this issuance for General
Corporate Purposes and proceeds will to be immediately accretive to
DCOM's capital and liquidity position. However, Fitch expects that,
over time, the company is likely to deploy some or all of these
proceeds, and therefore, the agency does not view the issuance as
fundamentally changing DCOM's longer-term capital and liquidity
profile.
Per Fitch's Bank Rating Criteria Exposure Draft published Nov. 15,
2019, DCOM's preferred shares are notched four levels below its
Viability Rating of 'bbb' in accordance with Fitch's assessment of
the non-performance and relative loss severity risk profile for
preferred stock.
RATING SENSITIVITIES
Since DCOM's preferred stock is notched from its VR, the preferred
stock rating is primarily sensitive to any changes in its VR.
In addition to the sensitivities outlined in Fitch's Nov. 1, 2019
press release, DCOM's VR would be sensitive to its ability to
maintain sufficient holding company liquidity coverage necessary to
meet outstanding obligations. The VR would also be sensitive to the
holding company sustaining common equity double leverage above
120%.
The ratings for this issuance of preferred stock are sensitive to
Fitch's recently published Exposure Draft: Bank Rating Criteria
(Nov. 15, 2019), which contemplates potential changes to the
notching of preferred stock issuances.
DPW HOLDINGS: Issues $1M 8% Convertible Note to Ault & Company
--------------------------------------------------------------
DPW Holdings, Inc., on Feb. 5, 2020, issued a $1.0 million 8%
convertible promissory note to Ault & Company, Inc., a Delaware
corporation. The convertible promissory note, which was approved
by DPW's independent Directors, bears interest at 8% and has a
maturity date of Aug. 5, 2020. The note is convertible into shares
of DPW common stock at $1.45 per share, the closing price on
Tuesday, Feb. 4, 2020. The conversion into DPW common stock is
subject to stockholder and NYSE American approval.
If approved, the issuance of the shares of DPW common stock would
increase Ault & Company's beneficial ownership of DPW by 689,655
shares, bringing its total number of shares of DPW common stock
beneficially owned to 1,364,565.
Ault & Company is a private holding company controlled by Mr.
Milton C. Ault, III, the Company's chief executive officer and
chairman.
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.
ENCOUNTER MEDICAL: Unsecureds Will be Paid 25% of Claims
--------------------------------------------------------
Encounter Medical Associates, LLC, submitted a Second Amended
Disclosure Statement explaining its proposed Plan of
Reorganization.
The Plan will be funded primarily from ongoing profits of the
reorganized Debtor.
The Plan treats claims and interests as follows:
* Class B: Allowed Priority Wage Claims. IMPAIRED. Alfred
Ifarinde has a priority wage claim in the amount of $12,850.00 for
unpaid wages earned within 180 days before the filing of this Case.
Alfred Ifarinde will forego payment of this amount as part of the
new
value that is being contributed
* Class C: Allowed Secured Claim of Iberiabank Corporation.
IMPAIRED. The claim of Iberiabank in the amount of is to be
amortized over a period of 84 months with interests accruing at the
rate of 4.25%, with monthly installments of $2,696, and the full
amount of unpaid principal and interest become due and payable 36
months after Jun 1, 2019.
* Class D: Allowed Claim of Douglas Pediatric Associates, Inc.
IMPAIRED. The Plan proposes to pay the full outstanding principal
amount of $75,628.44 with interest at the initial rate of interest
of 5% in the amount of $1,248.00 per month for approximately 70
months and, after the payment of the outstanding principal amount,
the Plan will continue to pay Douglas Pediatrics at the rate of
$1,250.00 per month until the allowed attorneys’ fees are paid in
full.
* Class E: Claim of Harkins/Barrett Property Partnership.
IMPAIRED. The Plan will pay the principal and interest claim of the
Harkins/Barrett Property Partnership of $238,708.07 at the rate of
$3,713.00 per month, with interest at the rate of 5%, which will
take 76 months, after which the Plan will pay Harkins/Barrett
Property Partnership the amount of $3,000.00 per month until the
allowed attorney’s fees are paid.
* Class F: Allowed Claim of Lift Forward. IMPAIRED. LiftForward
filed a Claim in the amount of $259,372.10, consisting of a
principal claim of $243,875.72, together with a pre-payment fee of
$821.21, interest of $325.12, and an administrative fee of
$350.00.
* Class G: General Unsecured Claims. IMPAIRED. Claimants in the
Class will be paid 25% of their allowed claims over a period of not
more than 36 months. Payments will be distributed quarterly from a
Class G Funding Pool of $10,000.00, and will be distributed pro
rata among the allowed claims, with the first distribution to occur
on or before June 1, 2020, and with quarterly disbursements of not
less than $10,000 continuing each calendar quarter thereafter until
all Class G claimants have been paid 25% of their allowed claims.
* Class H: General Unsecured Claims of Insiders. IMPAIRED.
Alfred Ifarinde, a statutory insider, has an allowed general
unsecured claim in the amount of $50,000, which claim will be
entitled to no payment.
* Class I: Equity Interests. IMPAIRED. Alfred Ifarinde holds all
equity interest in Debtor. In order to enable this plan to be a
feasible Plan, this Claimant will forebear from payment of his
Class B priority claim, and will transfer title to the Property in
which Debtor operates its business to Debtor, and which will
generate rental income of $7,000.00 per month beginning in April of
2020.
A full-text copy of the Second Amended Disclosure Statement dated
Jan. 29, 2020, is available at https://tinyurl.com/r2arw93 from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Danowitz Legal, PC
300 Galleria Parkway
Suite 960
Atlanta, GA 30339
Tel: 770-933-0960
About Encounter Medical Associates
Encounter Medical Associates, LLC, a medical group in Cumming,
Georgia, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 19-20009) on Jan. 3, 2019. The petition
was signed by Alfred Ifarinde, managing member. At the time of the
filing, the Debtor was estimated to have assets of less than
$50,000 and liabilities of $1 million to $10 million. Danowitz
Legal, P.C., serves as its legal counsel.
EQM MIDSTREAM: S&P Lowers ICR to 'BB+'; Outlook Negative
--------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on
Pittsburgh-based midstream partnership EQM Midstream Partners L.P.
to 'BB+' from 'BBB-'. At the same time S&P lowered its issue-level
ratings on the partnership's unsecured debt to 'BB+' from 'BBB-'
and assigning a '3' recovery rating, based on its expectation for
meaningful recovery (50%-70%; rounded estimate: 60%) recovery in a
payment default scenario. The negative outlook
The downgrade reflects weakened counterparty credit quality due to
the recent downgrade of EQT Corp. EQT Corp is EQM Midstream
Partners L.P.'s (EQM's) largest counterparty, contributing
approximately 70% of EQM's revenues. The remaining 30% come from
counterparties with a weighted credit quality below 'BB+'. While
EQM does not have direct commodity exposure, S&P expects its
customers to remain pressured due to sustained low natural gas
prices. EQM could experience volume volatility if its
counterparties drastically reduce capital spending to maintain
neutral or positive cash flow. While EQM has some downside
protection since approximately 50% of volumes are backed by
take-or-pay contracts, the remaining volumes are vulnerable to
changes in drilling activity.
The negative outlook reflects the uncertainty around the timing and
costs of MVP's completion and the impact of contract renegotiations
with EQT. Delays due to regulatory adversity continue to affect
EQM's large pipeline project. High capital costs associated with
MVP and related projects will likely lead to S&P Global
Ratings-adjusted leverage remaining above 5x in 2020.
"We could lower our rating on EQM if we expect leverage to be
sustained above 5x. This could occur due to further delays and
rising construction costs for MVP or unfavorable contract
renegotiation terms with EQT. Additionally, we could lower our
rating if EQM's distribution coverage in 2020 is expected to be
below 1x or if counterparty credit quality continues to
deteriorate," S&P said.
"We could revise the outlook to stable if MVP's regulatory issues
are resolved, leading to a firm in-service date and there is a
clear and reliable path to leverage below 5x," the rating agency
said.
EQUITRANS MIDSTREAM: S&P Lowers ICR to 'BB-'; Outlook Negative
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Equitrans
Midstream L.P. to 'BB-' from 'BB' and issue-level ratings to 'BB'
from 'BB+'.
The downgrade of Equitrans Midstream follows the downgrade of EQM
Midstream Partners L.P. (EQM). Equitrans is the general partnership
(GP) that controls master limited partnership (MLP) EQM, making the
rating on EQM an important rating driver for Equitrans. EQM's
downgrade is driven by weaker counterparty credit quality as
natural gas drillers continue to face pressure due to low commodity
prices.
The negative outlook on Equitrans reflects the negative outlook on
its investee MLP EQM. S&P expects Equitrans will maintain adequate
liquidity and stand-alone adjusted debt leverage below 2x.
"We could lower the rating on Equitrans if we lower the rating on
EQM. We could lower our rating on EQM if we expect leverage to be
sustained above 5x. This could occur due to further delays and
rising construction costs for Mountain Valley Pipeline or
unfavorable contract renegotiation terms with EQT Corp..
Additionally, we could lower our rating if EQM's distribution
coverage in 2020 is expected to be below 1x or if counterparty
credit quality continues to deteriorate," S&P said.
"We could revise the outlook on Equitrans to stable if we revise
the outlook on EQM's to stable. This could occur if Mountain Valley
Pipeline's regulatory issues are resolved, leading to a firm
in-service date and there is a clear and reliable path to leverage
below 5x," the rating agency said.
EUROAMERICAN FOODS: Seeks to Hire Crane Simon as Attorney
---------------------------------------------------------
Euroamerican Foods, Inc., seeks authority from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Crane Simon
Clar and Dan, as attorney to the Debtor.
Euroamerican Foods requires Crane Simon to:
a. prepare necessary applications, motions, answers, orders,
adversary proceedings, reports and other legal papers;
b. provide the Debtor with legal advice with respect to its
rights and duties involving its property, as well as its
reorganization efforts herein;
c. appear in court and litigate whenever necessary; and
d. perform any and all other legal services that may be
required from time to time in the ordinary course of the
Debtor's business during the administration of the
bankruptcy case.
Crane Simon will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Prior to the filing of the Chapter 11 case, the Debtor paid Crane
Simon $14,000 as advance retainer. At total of $1,536 was expended
and applied prior to the petition date, leaving a total balance of
$38,464.
Crane Simon will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Scot R. Clar, partner of Crane Simon Clar and Dan, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Crane Simon can be reached at:
Scot R. Clar, Esq.
Jeffrey C. Dan, Esq.
CRANE SIMON CLAR AND DAN
135 S. LaSalle Street, Suite 3705
Chicago, IL 60603
Tel: (312) 641-6777
About Euroamerican Foods
Euroamerican Foods, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 20-00305) on Jan. 6, 2020, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Scot R. Clar, Esq., of Crane Simon Clar and Dan.
FALLS AT AUSTIN: Trustee to Auction of Colorado Springs Property
----------------------------------------------------------------
Michael F. Thomson, the Chapter 11 Trustee of The Falls at Austin
Bluffs, LLC ("TFAB") and The Falls Event Center, LLC ("TFEC"), asks
the U.S. Bankruptcy Court for the District of Utah to authorize the
auction sale of TFAB's real property located in Colorado Springs,
Colorado, commonly known as approximately 15.3-Acre land site NWC
of Austin Bluffs Pkwy Woodmen Rd., Colorado Springs, Colorado, to
be conducted by Hilco Real Estate Auctions.
TFAB owns the Property. The Trustee initially determined that the
best way to maximize the value of the Property was to offer it for
sale through private sale. He retained Jones Lang LaSalle ("JLL"),
with Court approval, in January 2019 to serve as his realtor for
the Property. JLL actively marketed the Property for sale
throughout 2019 with listing prices of $1.2 million and $1
million.
While multiple parties expressed interest in purchasing the
Property, the Trustee only received one offer to purchase the
Property for $1 million, which offer fell through due to issues
related to the length of the requested due diligence period and the
potential buyer deciding to pursue a different property.
On Nov. 15, 2019, American Savings Life Insurance Co. filed a
Motion for Relief from the Automatic Stay, asserting that it holds
a note from TFAB secured by a trust deed on the Property, that TFAB
is in default on the note, and seeking relief from the automatic
stay to foreclose on the trust deed. In the Motion for Relief,
American asserted that the Property is only worth $465,000, and
that American’s interest in the Property is approximately
$420,000, leaving only about $45,000 of equity in the Property.
On Dec. 2, 2019, the Trustee filed an Objection to the Motion for
Relief, asserting that American's valuation of the Property is
incorrect and that there is over $500,000 of equity in the
Property.
On Jan. 14, 2020, American and the Trustee filed a Stipulation to
resolve their disputes over the Motion for Relief and other motions
in the above-captioned cases, and on Jan. 15, 2020, the Court
entered the Stipulated Order granting the Stipulated Motion and
approving the Stipulation.
As part of the Stipulation, American and the Trustee agreed to
leave the automatic stay in place to allow the Trustee to sell the
Property at an auction to be conducted on Feb. 21, 2020. If the
Trustee does not conduct an auction of the Property by that date,
American may ask immediate termination of the automatic stay, as
set forth more fully in the Stipulated Order, to allow it to
enforce its lien against the Property.
In December 2019, the Trustee determined, in an exercise of his
business judgment, that it was in the best interest of TFAB and the
Estate to sell the Property at Auction. The decision was informed
by the Trustee's discussions with American related to the Motion
for Relief, and with his accountants, JLL, and Hilco Real Estate
Auctions about the fact that the Property has been marketed for
private sale for almost a year and has not sold.
The Trustee proposes to sell the Property at a public auction to be
conducted by Hilco at a date, time, and place to be agreed to by
the Trustee and Hilco so as to maximize participation in and the
price that may be obtained for the Property. At this time, it is
anticipated that the Auction Sale will take place on Feb. 6 to 7,
2020. Hilco and the Trustee have marketed the Property and
advertised the Auction Sale for these dates since Jan. 6, 2020.
In order to participate at the Auction Sale, potential bidders will
be required to provide a deposit of $10,000 and execute an "Online
Auction Agreement." The Property will be sold "as is, where is,"
with no representations or warranties of any kind. The final
price(s) obtained for the Property will be set forth in the Report
of Auction to be filed pursuant to Fed. R. Bankr. P. 6004(f).
The Trustee is asking to sell the Property free and clear of all
financial interests. Real property taxes for 2019 were paid by a
third party, which now has a lien on the Property in the amount of
$23,048 as of Dec. 31, 2019. Also, American has a trust deed
against the Property in the approximate amount of $431,308. hese
liens will be paid from the gross sale proceeds of the Property at
close of the sale, and American has consented to the Auction Sale
as explained in the Stipulated Motion. Any other financial
interests, to the extent any such interests are asserted as being
valid, are adequately protected because they will attach to the Net
Sale Proceeds.
Provided that the Auction Sale concludes and is closed, the Trustee
anticipates paying from the gross proceeds of the sale certain
liens and costs of sale which will include: (a) outstanding real
property taxes; (b) closing costs; (c) the amount sufficient to
satisfy American's lien on the Property, in the approximate amount
of $431,308; (d) a commission to JLL of 1.5%; (e) as commission to
Hilco, a buyer's premium of 8% of the winning bid price, which will
be charged to the winning bidder; and (f) any Reimbursable
Expenses, as defined in the Hilco Agreement, which Hilco incurs in
connection with its services under the Hilco Agreement, and which
Reimbursable Expenses will not exceed $10,000.
In the event that the Auction Sale is cancelled by the Trustee or
the sale to a Successful Bidder at the Auction Sale does not close,
the Trustee has agreed to pay Hilco the Reimbursable Expenses, and
the request for approval to pay these Reimbursable Expenses is also
requested, At the conclusion of the Auction Sale, the Trustee will
file a Report of Auction as required under Fed. R. Bankr. P.
6004(f).
Concurrent with the filing of the Motion, the Trustee will serve a
Notice of Hearing upon all creditors and parties-in-interest in the
TFEC case and the TFAB case and all parties whose interests might
be affected by the sale contemplated.
Finally, the Trustee asks waiver of the 14-day stay set forth in
Bankruptcy Rule 6004(h).
A copy of the Agreements is available at
https://tinyurl.com/rsfmlsy from PacerMonitor.com free of charge.
About The Falls at Austin Bluffs
The Falls at Austin Bluffs, LLC owns in fee simple a vacant land
located at Austin Bluffs Pkwy, Colorado Springs, Colorado having an
estimated value of $1 million.
The Falls at Austin Bluffs, LLC sought Chapter 11 protection
(Bankr. D. Utah Case No. 19-27803) on Oct. 22, 2019.
The petition was signed by Michael F. Thomson, Chapter 11 trustee
of The Falls Event Center LLC, manager of The Falls at Austin
Bluffs, LLC.
The Debtor valued total assets at $1,004,930 and $434,432 in debt.
The case is assigned to Judge Joel T. Marker.
The Debtor tapped Debtor's Counsel: Mary Margaret Hunt, Esq.,
Michael F. Thomson, Esq., John J. Wiest, Esq., and Peggy Hunt,
Esq., at Dorsey, & Whitney LLLP as counsel.
FALLS EVENT: Trustee Proposes Auction of Colorado Springs Property
------------------------------------------------------------------
Michael F. Thomson, the Chapter 11 Trustee of The Falls Event
Center, LLC ("TFEC") and The Falls at Austin Bluffs, LLC ("TFAB"),
asks the U.S. Bankruptcy Court for the District of Utah to
authorize the auction sale of TFAB's real property located in
Colorado Springs, Colorado, commonly known as approximately
15.3-Acre land site NWC of Austin Bluffs Pkwy Woodmen Rd., Colorado
Springs, Colorado, to be conducted by Hilco Real Estate Auctions.
TFAB owns the Property. The Trustee initially determined that the
best way to maximize the value of the Property was to offer it for
sale through private sale. He retained Jones Lang LaSalle ("JLL"),
with Court approval, in January 2019 to serve as his realtor for
the Property. JLL actively marketed the Property for sale
throughout 2019 with listing prices of $1.2 million and $1
million.
While multiple parties expressed interest in purchasing the
Property, the Trustee only received one offer to purchase the
Property for $1 million, which offer fell through due to issues
related to the length of the requested due diligence period and the
potential buyer deciding to pursue a different property.
On Nov. 15, 2019, American Savings Life Insurance Co. filed a
Motion for Relief from the Automatic Stay, asserting that it holds
a note from TFAB secured by a trust deed on the Property, that TFAB
is in default on the note, and seeking relief from the automatic
stay to foreclose on the trust deed. In the Motion for Relief,
American asserted that the Property is only worth $465,000, and
that American’s interest in the Property is approximately
$420,000, leaving only about $45,000 of equity in the Property.
On Dec. 2, 2019, the Trustee filed an Objection to the Motion for
Relief, asserting that American's valuation of the Property is
incorrect and that there is over $500,000 of equity in the
Property.
On Jan. 14, 2020, American and the Trustee filed a Stipulation to
resolve their disputes over the Motion for Relief and other motions
in the above-captioned cases, and on Jan. 15, 2020, the Court
entered the Stipulated Order granting the Stipulated Motion and
approving the Stipulation.
As part of the Stipulation, American and the Trustee agreed to
leave the automatic stay in place to allow the Trustee to sell the
Property at an auction to be conducted on Feb. 21, 2020. If the
Trustee does not conduct an auction of the Property by that date,
American may ask immediate termination of the automatic stay, as
set forth more fully in the Stipulated Order, to allow it to
enforce its lien against the Property.
In December 2019, the Trustee determined, in an exercise of his
business judgment, that it was in the best interest of TFAB and the
Estate to sell the Property at Auction. The decision was informed
by the Trustee's discussions with American related to the Motion
for Relief, and with his accountants, JLL, and Hilco Real Estate
Auctions about the fact that the Property has been marketed for
private sale for almost a year and has not sold.
The Trustee proposes to sell the Property at a public auction to be
conducted by Hilco at a date, time, and place to be agreed to by
the Trustee and Hilco so as to maximize participation in and the
price that may be obtained for the Property. At this time, it is
anticipated that the Auction Sale will take place on Feb. 6 to 7,
2020. Hilco and the Trustee have marketed the Property and
advertised the Auction Sale for these dates since Jan. 6, 2020.
In order to participate at the Auction Sale, potential bidders will
be required to provide a deposit of $10,000 and execute an "Online
Auction Agreement." The Property will be sold "as is, where is,"
with no representations or warranties of any kind. The final
price(s) obtained for the Property will be set forth in the Report
of Auction to be filed pursuant to Fed. R. Bankr. P. 6004(f).
The Trustee is asking to sell the Property free and clear of all
financial interests. Real property taxes for 2019 were paid by a
third party, which now has a lien on the Property in the amount of
$23,048 as of Dec. 31, 2019. Also, American has a trust deed
against the Property in the approximate amount of $431,308. hese
liens will be paid from the gross sale proceeds of the Property at
close of the sale, and American has consented to the Auction Sale
as explained in the Stipulated Motion. Any other financial
interests, to the extent any such interests are asserted as being
valid, are adequately protected because they will attach to the Net
Sale Proceeds.
Provided that the Auction Sale concludes and is closed, the Trustee
anticipates paying from the gross proceeds of the sale certain
liens and costs of sale which will include: (a) outstanding real
property taxes; (b) closing costs; (c) the amount sufficient to
satisfy American's lien on the Property, in the approximate amount
of $431,308; (d) a commission to JLL of 1.5%; (e) as commission to
Hilco, a buyer's premium of 8% of the winning bid price, which will
be charged to the winning bidder; and (f) any Reimbursable
Expenses, as defined in the Hilco Agreement, which Hilco incurs in
connection with its services under the Hilco Agreement, and which
Reimbursable Expenses will not exceed $10,000.
In the event that the Auction Sale is cancelled by the Trustee or
the sale to a Successful Bidder at the Auction Sale does not close,
the Trustee has agreed to pay Hilco the Reimbursable Expenses, and
the request for approval to pay these Reimbursable Expenses is also
requested, At the conclusion of the Auction Sale, the Trustee will
file a Report of Auction as required under Fed. R. Bankr. P.
6004(f).
Concurrent with the filing of the Motion, the Trustee will serve a
Notice of Hearing upon all creditors and parties-in-interest in the
TFEC case and the TFAB case and all parties whose interests might
be affected by the sale contemplated.
Finally, the Trustee asks waiver of the 14-day stay set forth in
Bankruptcy Rule 6004(h).
A copy of the Agreements is available at
https://tinyurl.com/vxsn3ts from PacerMonitor.com free of charge.
About The Falls Event Center
The Falls Event Center LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11,
2018. At the time of the filing, the Debtor was estimated to have
assets of $50 million to $100 million and liabilities of $100
million to $500 million.
Judge R. Kimball Mosier oversees the case.
Ray Quinney & Nebeker P.C. is the Debtor's legal counsel. The
Debtor tapped Gil Miller and his firm Rocky Mountain Advisory, LLC,
as restructuring advisors.
On July 27, 2018, the U.S. Trustee appointed an official committee
of unsecured creditors in the case.
In November 2018, Judge R. Kimball Mosier entered an order
appointing Michael F. Thomson as Chapter 11 trustee. DORSEY &
WHITNEY LLP is the Trustee's counsel.
On April 30, 2019, the Court appointed Jones Lang Lasalle Americas,
Inc., and Jones Lang Lasalle Brokerage, Inc., as Real Estate Broker
for the Trustee.
FALLS EVENT: Trustee Seeks to Hire Hilco Real Estate as Auctioneer
------------------------------------------------------------------
Michael F. Thomson, the duly appointed Chapter 11 Trustee of The
Falls Event Center LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Utah to retain Hilco Real Estate
Auctions, LLC, as real estate auctioneer for The Falls at Austin
Bluffs, LLC.
The Falls Event Center LLC is the sole member and manager of The
Falls at Austin Bluffs, LLC (TFAB).
TFAB owns certain real property known as ±15.3 Acre land site, NWC
of Austin Bluffs Pkwy Woodmen Rd, Colorado Springs, Colorado.
The Trustee deems it prudent at this time to sell the TFAB Property
at auction. Accordingly, the Trustee has entered
into the Real Estate Consulting and Advisory Services Agreement
with Hilco, dated as of Dec. 12, 2019, pursuant to which Hilco has
agreed to be the real estate auctioneer for the TFAB Property.
The firm agreed to reduce its commission on the sale of the TFAB
Property from 5-6 percent to 1.5 percent.
Sarah Baker, vice president of Hilco, assures the court that the
firm is a disinterested person within the meaning of Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Sarah Baker
Hilco Real Estate Auctions, LLC
5 Revere Drive, Suite 320
Northbrook, IL 60062
Tel.: (847) 418-2703
Fax: (847) 897-0826
About The Falls Event Center
The Falls Event Center LLC owns various properties. It also owns a
100 percent membership interest in non-debtor subsidiaries The
Falls at Cutten Road, LLC and The Falls at Stone Oak, LLC, each
owning a single asset in the form of real property.
The Falls Event Center sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11,
2018. At the time of the filing, the Debtor estimated assets of
$50 million to $100 million and liabilities of $100 million to $500
million. Judge R. Kimball Mosier oversees the case.
Ray Quinney & Nebeker P.C. is the Debtor's legal counsel. The
Debtor tapped Gil Miller and his firm Rocky Mountain Advisory, LLC,
as restructuring advisors.
On Nov. 1, 2018, the U.S. Trustee, the Debtor, and the Official
Committee of Unsecured Creditors filed a stipulation for the
appointment of a Chapter 11 trustee.
In November 2018, Judge R. Kimball Mosier entered an order
appointing a Chapter 11 trustee. DORSEY & WHITNEY LLP is the
Trustee's counsel.
FAMILY SERVICES I: Unsec. Creditors to Recover 10% in Plan
----------------------------------------------------------
Family Services LLC, a small business chapter 11 case, filed a
Chapter 11 Plan and Disclosure Statement.
The Plan will be funded by profits from operating the Debtor's
funeral home and cremations.
Class 2 Secured Social Construct, Inc. claim of $305,000, will be
paid with monthly payments of $2,574, until paid in full with 5%
interest. Payments begin in 30 days post confirmation and will end
in 15 years.
Class 3b General Unsecured Class will be paid with monthly payments
of $832 starting on June 1, 2020, for a period of 5 years. The
class will receive a total distribution of 10% of their allowed
claims.
A full-text copy of the Disclosure Statement dated January 29,
2020, is available at https://tinyurl.com/ux7af3d from
PacerMonitor.com at no charge.
About Family Services I
Based in Walker, Minn., Family Services I, offers funeral and
cremation services. It filed for Chapter 11 bankruptcy (Bankr. D.
Minn. Case No. 19-50707) on September 9, 2019. The Hon. Robert J.
Kressel oversees the case. In the petition signed by Jerry Souder,
authorized representative of the Debtor, the Debtor disclosed
$523,307 in total assets and $2,229,499 in total liabilities.
Michael R. Ruffenach, Esq., is the Debtor's bankruptcy attorney.
FARR BUILDERS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Farr Builders, LLC
3401 S. Gevers
San Antonio, TX 78210
Business Description: Farr Builders, LLC is a general contractor
based in San Antonio, Texas.
Chapter 11 Petition Date: February 7, 2020
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 20-50324
Judge: Hon. Ronald B. King
Debtor's Counsel: Heidi McLeod, Esq.
HEIDI MCLEOD LAW OFFICE
3355 Cherry Ridge Rd Ste 214
San Antonio, TX 78230
Tel: (210) 853-0092
E-mail: heidimcleodlaw@gmail.com
Total Assets: $3,792,881
Total Liabilities: $2,345,269
The petition was signed by Adrian E. Garcia, authorized
representative.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors at the time of the filing.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/Yqky5i
FIRST AMERICAN PAYMENT: S&P Affirms 'B' ICR on Refinancing
----------------------------------------------------------
S&P Global Ratings removed all of its ratings on First American
Payment Systems L.P. (FAPS) from CreditWatch, where it placed them
with negative implications on Jan. 9, 2020, and affirmed its 'B'
issuer credit rating.
FAPS is planning to issue a $275 million first-lien term loan due
2027 to fully refinance its existing $189 million first-lien term
loan due 2024 and $80 million second-lien term loan due 2024. S&P
assigned its 'B' issue-level rating and '3' recovery rating to the
company's proposed first-lien term loan.
The affirmation reflects S&P's expectation that the company will
complete its refinancing and maintain an ample cushion under the
covenant on its new credit facilities. The proposed facilities will
contain a 6.75x maximum senior secured net leverage ratio covenant,
which will provide it with ample cushion. S&P also expects the
company to realize more than $3 million of annual interest expense
savings from the elimination of the second lien term loan upon
completion of the refinancing.
The stable outlook on FAPS reflects S&P's expectation that, absent
any debt-funded acquisitions, the company will maintain leverage in
the low- to mid-5x area over the next year on healthy transaction
processing volume, low- to mid-single digit percent organic gross
revenue growth, and relatively stable EBITDA margins.
"We could lower our ratings on FAPS if increased industry
competition or elevated merchant attrition significantly reduce its
EBITDA such that its leverage increases above 7x. We could also
lower our ratings if debt-financed acquisitions or shareholder
returns cause the company's leverage to increase above 7x," S&P
said.
"Although unlikely over the next year, we could raise our ratings
on FAPS if it reduces its reliance on third-party sales
organizations by expanding its ISV partnerships and direct sales
force such that it increases its organic revenue at a faster pace
than the overall industry and maintains leverage of less than 5x,"
the rating agency said.
FOREVER 21: Fox Rothschild Represents China Export Committee
------------------------------------------------------------
In the Chapter 11 cases of Forever 21, Inc., et al., the law firm
of Fox Rothschild LLP submitted a verified statement under Rule
2019 of the Federal Rules of Bankruptcy Procedure, to disclose that
it is representing The Ad Hoc China Export Committee.
On Feb. 2, 2020, the Ad Hoc China Export Committee retained Counsel
to represent it in connection with the treatment of the
post-petition administrative claims held and that may be incurred
by members of the group. Each member of the Ad Hoc China Export
Committee, in its capacity as such, is aware of and has consented
to Counsel's "group representation" of the Ad Hoc China Export
Committee.
As of Feb. 2, 2020, members of the Ad Hoc China Export Committee
and their disclosable economic interests are:
Superfit Ltd.
Unit 1806
18/F Park-In Commercial Centre
56 Dundas St., Mo
Hong Kong, 1111
Hong Kong
* Estimated Unpaid, Ordinary Course
Administrative Claims: $613,080.89
* Outstanding Purchase Orders: $764,179.20
Reliable Industries Limited
Unit 1503-0415
F Seapower Center
73-77 Lei-Muk Rd Hong Kong
* Estimated Unpaid, Ordinary Course
Administrative Claims: $371,423.16
* Outstanding Purchase Orders: $402,158.90
C&C Nantong Cathay Clothing Co Ltd.
Room 1603
No. 33 Gongnong Road
Nantong, 226100 China
* Estimated Unpaid, Ordinary Course
Administrative Claims: $4,415,621.86
* Outstanding Purchase Orders: $1,887,467.84
Bristar (H.K.) International Trading Limited
Room No. 19-1106
No 1515 Gumei Road Xuhui District
Shanghai
China
* Estimated Unpaid, Ordinary Course
Administrative Claims: $2,950,883.51
Bona Industrial Limited
11/F Capital Centre
151 Gloucester Road Wanchai
Hong Kong 202100
Hong Kong
* Estimated Unpaid, Ordinary Course
Administrative Claims: $3,136,907.55
Anhui Mei & Bang International
258 Wuhu Road Hefei 00
China
* Estimated Unpaid, Ordinary Course
Administrative Claims: $2,660,040.93
* Outstanding Purchase Orders: $2,253,930.72
Nantong D&J Fashion Co. Ltd.
Room 1303-1304, No. 33
Bongnong Rod Nantong
China
* Estimated Unpaid, Ordinary Course
Administrative Claims: $6,059,223.78
* Outstanding Purchase Orders: $9,535,522.74
C&D Garment Co., Ltd
Room 909 9/F Tower 2 Grand Plaza
665 Nathan Road
Mong Kok
Hong Kong
* Estimated Unpaid, Ordinary Course
Administrative Claims: $1,725,008.99
* Outstanding Purchase Orders: $1,355,049.54
Regentex Apparel Limited
RM#1501 No. 252
Tianda Lane, South Business
District, LIN
Ningbo 31519
China
* Estimated Unpaid, Ordinary Course
Administrative Claims: $3,196,798.55
* Outstanding Purchase Orders: $1,000,000
Roc Rise Industrial (HK) Ltd.
RM 101
6/F, Laurels Industrial Centre
32 Tai Yau St
Sanpok
Kowloon 999077
Hong Kong
* Estimated Unpaid, Ordinary Course
Administrative Claims: $1,920,000
* Outstanding Purchase Orders: $80,000
Nantong Z&Z Garment Co., Ltd.
No. 298 Yingyuan Road
Tongzhou Zone
Nantong City
China
* Estimated Unpaid, Ordinary Course
Administrative Claims: $6,200,000
* Outstanding Purchase Orders: $5,000,000
Young Plus Trading HK Co., Ltd.
RM 1111 No. 240 Fuyoucaizhi
Guangzhou
China
* Estimated Unpaid, Ordinary Course
Administrative Claims: $1,135,671.83
Hong Kong Olive Fashion Ltd.
Unit D8-019, 11F., Wing Tat
Commercial Building
97, Bonham
Sheung Wan
Hong Kong
* Estimated Unpaid, Ordinary Course
Administrative Claims: $632,547.12
* Outstanding Purchase Orders: $850,497.80
Guangzhou Yongheng Fashion Group, Ltd.
Xian Shui Ling Road
Jinshu Ave
Shi Ling Town
Huadu District
Ghangzhou City
China
Guangzhou Kaishi Leather Co., Ltd.
No. 18 Jinshi Road Shiling Town
Huadu 510800
China
* Estimated Unpaid, Ordinary Course
Administrative Claims: $1,243,666.77
* Outstanding Purchase Orders: $835,212.00
No member of the Ad Hoc China Export Committee represents or
purports to represent any other entities in connection with these
chapter 11 cases.
Counsel to Ad Hoc China Export Committee can be reached at:
FOX ROTHSCHILD LLP
Mette H. Kurth, Esquire, Esq.
Daniel B. Thompson, Esq.
Citizens Bank Center
919 North Market Street, Suite 300
P.O. Box 2323
Wilmington, DE 19899-2323
Telephone: (302) 654-7444
Facsimile: (302) 656-8920
Email: mkurth@foxrothschild.com
dthompson@foxrothschild.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/FVkOxU
About Forever 21
Founded in 1984, and headquartered in Los Angeles, California,
Forever 21, Inc. -- http://www.forever21.com/-- is a fast fashion
retailer of women's, men's and kids clothing and accessories and is
known for offering the hottest, most current fashion trends at a
great value to consumers. Forever 21 delivers a curated assortment
of new merchandise brought in daily.
As of the bankruptcy filing, the Debtors operated 534 stores under
the Forever 21 brand in the U.S. and 15 stores under beauty and
wellness brand, Riley Rose.
On Sunday, Sept. 29, 2019, Forever 21, Inc. and 7 of its U.S.
subsidiaries each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del.
Lead Case No. 19-12122).
According to the petition, Forever 21 has estimated liabilities on
a consolidated basis of between $1 billion and $10 billion against
assets of the same range.
The Debtors tapped Kirkland & Ellis LLP as legal advisor; Alvarez &
Marsal as restructuring advisor; and Lazard as investment banker;
and Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel.
Prime Clerk is the claims agent.
Andrew Vara, acting U.S. trustee for Region 3, on Oct. 11, 2019,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Forever 21, Inc.
Counsel to the administrative agent under the Debtors' prepetition
revolving credit facility and the Debtors' DIP ABL financing
facility are Morgan, Lewis & Bockius LLP and Richards, Layton &
Finger, PA.
Counsel to the administrative agent under the Debtors' DIP term
loan facility is Schulte Roth & Zabel LLP.
FRANK INVESTMENTS: Hires GlassRatner Advisory as Accountant
-----------------------------------------------------------
Frank Investments, Inc., and its debtor-affiliates, has filed an
amended application with the U.S. Bankruptcy Court for the Southern
District of Florida seeking approval to hire GlassRatner Advisory &
Capital Group, LLC, as accountant.
Frank Investments requires GlassRatner Advisory to:
(a) calculate any unpaid post-petition payroll and issuing
payment to corporate employees for services rendered after
operations ceased;
(b) calculate any unpaid post-petition payroll taxes and
issuing payment to Internal Revenue Service and individual
state taxing authorities as appropriate;
(c) calculate any unpaid post-petition 401(k) withholdings and
issuing payment to the 401(k) administrator or issuing
refunds to former employees;
(d) coordinate with the administrator to terminate the 401(k)
program;
(e) calculate any other post-petition unpaid benefits that
were withheld from former employees' paychecks and issuing
refunds as appropriate;
(f) coordinate with Paylocity to prepare final payroll tax
returns and issue Form W-2(s) to former employees;
(g) preparing a 2018 and 2019 US income tax return, if
required; and
(h) calculate amounts due to creditors for post-petition
periods and assist with calculating amounts to be
distributed to creditors.
GlassRatner Advisory will be paid at these hourly rates:
Alan Barbee $475
Staffs $150
GlassRatner Advisory will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Alan Barbee, partner of GlassRatner Advisory & Capital Group, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
GlassRatner Advisory can be reached at:
Alan Barbee
GLASSRATNER ADVISORY &
CAPITAL GROUP, LLC
1400 Centrepark Blvd., Suite 860
West Palm Beach, FL 33401
Tel: (561) 721-0312
E-mail: abarbee@glassratner.com
About Frank Investments, Inc.
Frank Investments Inc., Frank Theatres Management LLC and Frank
Entertainment Companies, LLC are affiliates of Rio Mall, LLC, which
sought bankruptcy protection (Bankr. S.D. Fla. Case No. 18-17840)
on June 28, 2018. Rio Mall, LLC, owns and operates commercial real
property that comprises the shopping center known as Rio Mall
located at 3801 Route 9 South, Rio Grande, N.J.
Frank Investments and its debtor-affiliates sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 18-20019) on Aug. 17,
2018. At the time of the filing, Frank Investments and Frank
Entertainment had estimated assets of between $10 million and $50
million and liabilities of the same range. Frank Theaters had
estimated assets of between $10 million and $50 million and
liabilities of between $50 million and $100 million.
Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, P.A., is
the Debtors' bankruptcy counsel.
No official committee of unsecured creditors has been appointed.
FRED'S INC: Feb. 25 Hearing on Disclosure Statement Set
-------------------------------------------------------
The hearing to consider approval of the Disclosure Statement filed
by FRED'S, INC., et al. is currently scheduled for Feb. 25, 2020 at
10:00 a.m. (prevailing Eastern Time) before the Honorable
Christopher S. Sontchi, Chief United States Bankruptcy Judge, at
the United States Bankruptcy Court for the District of Delaware,
824 N. Market Street, 5th Floor, Courtroom No. 6, Wilmington,
Delaware 19801.
Objections to approval of the Disclosure Statement must be filed
and served no later than Feb. 18, 2020 at 4:00 p.m. (prevailing
Eastern Time).
Counsel for the Debtors:
Derek C. Abbott
Andrew R. Remming
Joseph C. Barsalona II
Joseph P. Halsey
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 North Market Street, 16th Floor
P.O. Box 1347
Wilmington, Delaware 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
E-mail: dabbott@mnat.com
aremming@mnat.com
jbarsalona@mnat.com
jhalsey@mnat.com
- and -
Adam L. Shiff
Robert M. Novick
Matthew B. Stein
KASOWITZ BENSON TORRES LLP
1633 Broadway
New York, New York 10019
Telephone: (212) 506-1700
Facsimile: (212) 506-1800
E-mail: ashiff@kasowitz.com
rnovick@kasowitz.com
mstein@kasowitz.com
About Fred's Inc.
Since 1947, Fred's, Inc. (NASDAQ:FRED) -- http://www.fredsinc.com/
-- has been an integral part of the communities it serves
throughout the southeastern United States. Fred's mission is to
make it easy AND exciting to save money. Its unique discount value
store format offers customers a full range of value-priced everyday
items, along with terrific deals on closeout merchandise throughout
the store.
Fred's, Inc., and its subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 19-11984) on Sept. 9, 2019 in
Delaware. In the petitions signed by Joseph M. Anto, CEO, the
Debtors disclosed $474,774,000 in assets and $380,167,000 in
liabilities as of May 4, 2019.
The Hon. Christopher S. Sontchi oversees the cases.
The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as counsel;
Kasowitz Benson Torres LLP as general bankruptcy counsel; Akin Gump
Strauss Hauer & Feld LLP as special counsel; Epiq Bankruptcy
Solutions LLC as claims and noticing agent; and Berkeley Research
Group, LLC, as financial advisor.
FRICTIONLESS WORLD: Proposes Feb. 28 Auction of Assets
------------------------------------------------------
Frictionless World, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado to authorize the bidding procedures in
connection with the sale of assets to PPL Acquisition Group X, LLC
and Great American Global Partners, LLC for $800,000, subject to
overbid.
The Debtor commenced a comprehensive process to identify and
evaluate all available restructuring and sale transaction
alternatives. Since commencing the process, Three Twenty-One
Capital Partners, LLC ("3-21"), the Debtor's investment banker, has
contacted and distributed teaser materials to a large group of
financial and strategic parties to solicit asset acquisition
proposals.
The Debtor evaluated each proposal received and, after consulting
with 3-21, and its other retained professionals, determined that
the best way to maximize value is to pursue a sale of the assets
pursuant to section 363 of the Bankruptcy Code, followed by a plan
of reorganization through which (i) sale proceeds, if any, would be
distributed, (ii) remaining assets and causes of action, if any,
would be addressed and pursued, (iii) proofs of claim would be
reconciled and objections resolved, and (iv) the case will
otherwise be wound up.
The Debtor and 3-21 have continued engaging and negotiating with
multiple parties regarding their respective offers, including as to
whether any would be willing to serve as a stalking horse purchaser
on terms acceptable to the Debtor. During this period, existing
bids were refined and the Debtor accepted the stalking horse bidder
offer to purchase certain Assets for the initial bid of $800,000.
The Debtor believes numerous parties remain interested in acquiring
assets.
Through the Motion, the Debtor asks (i) the entry of a bid
procedures order that will establish bid procedures and otherwise
formalize and govern the remainder of the sale process, (ii)
designation of a stalking horse bidder and granting certain
stalking horse protections, and (iii) the entry of a sale order,
following an auction and sale hearing, that will approve the sale
or sales selected by the Debtor as the highest and best bids for
the Debtor’s assets free and clear of liens, claims, and
encumbrances.
Other than cash on deposit, the Debtor's assets consist of
manufactured goods held for sale, office furniture and equipment,
vehicles and trailers, machinery, equipment and fixtures used in
operations such as tooling, patents, accounts receivables, and
other assets more specifically identified on Debtor’s Schedule
A/B ("Assets"). Revenue generated during the postpetition period
has primarily come from selling manufactured goods inventory.
The Assets are not subject to liens, claims or encumbrances. The
Debtors will sell the Assets free and clear of existing liens,
claims and encumbrances.
The Debtor has received a proposed purchase of a substantial
portion of the Assets to be effectuated through a stalking horse
auction process. The proposed purchase consists of manufactured
goods held for sale and related parts and accessories, tooling, and
office furniture and equipment that are specifically identified in
the proposed Asset Purchase Agreement. It is contemplated that
through the auction process, assets in addition to those identified
in the APA may be purchased by one or more successful bidders.
Auctioneer will pay a Deposit equal to 10% of Purchase Price
($80,000) on Jan. 24, 2020 into an Escrow account of
Three-Twenty-One Capital Partners.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Feb. 14, 2020 at 4:00 p.m. (MT)
b. Initial Bid: $900,000
c. Deposit: 10% of Bid
d. Auction: If there is more than one Qualified Bid for any of
the Assets, the Debtor will conduct an Auction for such Assets to
determine the highest and best offer for all or substantially all
of the Assets or any portion thereof. The Auction will be held on
Feb. 18, 2020 at 10:00 a.m. prevailing ("MT") at the offices of
Wadsworth Garber Warner Conrardy, P.C. located at 2580 West Main
Street, Suite 200, Littleton, Colorado 80120.
e. Bid Increments: $25,000
f. Sale Hearing: Feb. 20, 2020 at 1:30 p.m. (MT)
g. Closing: Feb. 28, 2020
h. Breakup Fee: $50,000
Concurrently with the filing of the Motion, the Debtor will serve
notice of the Motion and its requested dates for sale objections
and the Sale Hearing. Within two days of the entry of the Bid
Procedures Order, the Debtor proposes to send the Sale Notice upon
the Sale Notice Parties.
To facilitate the consummation of the proposed sale as soon as
practicable after entry of the Sale Order, the Debtor respectfully
asks that the Court suspends the operation of the 14-day stay under
Fed. R. Bankr. P. 6004(h).
A copy of the APA and the Bidding Procedures is available at
https://tinyurl.com/r9b2doo from PacerMonitor.com free of charge.
About Frictionless World
Frictionless World, LLC -- https://www.frictionlessworld.com/ --
provides professional grade outdoor power equipment, replacement
parts for tractors, hitches and agricultural implements, gate and
fence equipment, lithium ion powered tools, and ice fishing
equipment. It offers brands such as Dirty Hand Tools, RanchEx,
Redback, Trophy Strike and Vinsetta Tools.
Frictionless World sought Chapter 11 protection (Banks. D. Col.
Case No. 19-18459) on Sept. 30, 2019. In the petition signed by
CEO Daniel Banjo, the Debtor disclosed total assets of $14,600,503
and total liabilities of $17,364,542.
The Hon. Michael E. Romero is the case judge.
The Debtor tapped Wadsworth Garber Warner Conrardy P.C. as
bankruptcy counsel; Thomas P. Howard, LLC as special counsel; r2
Advisors, LLC as financial advisor; and Three Twenty-One Capital
Partners, LLC as investment banker.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Nov. 20, 2019. JW
Infinity Consulting LLC, is the financial advisor to the Committee.
FRONTIER COMMUNICATIONS: Charles Schwab Reports 5.8% Equity Stake
-----------------------------------------------------------------
Charles Schwab Investment Management Inc. disclosed in a Schedule
13G filed with the Securities and Exchange Commission that as of
Dec. 31, 2019, it beneficially owns 6,053,856 shares of common
stock of Frontier Communications Corp, which represents 5.8 percent
of the shares outstanding. A copy of the regulatory filing is
available for free at the SEC's website at:
https://is.gd/BecBoj
About Frontier Communications
Headquartered in Norwalk, Connecticut, Frontier Communications
Corporation (NASDAQ: FTR) -- http://www.frontier.com-- is a
provider of communications services to urban, suburban, and rural
communities in 29 states. Frontier offers a variety of services to
residential customers over its fiber-optic and copper networks,
including video, high-speed internet, advanced voice, and Frontier
Secure digital protection solutions. Frontier Business offers
communications solutions to small, medium, and enterprise
businesses.
The Company incurred net losses of $643 million in 2018, $1.80
billion in 2017, and $373 million in 2016. As of Sept. 30, 2019,
Frontier had $17.56 billion in total assets, $2.74 billion in total
current liabilities, $580 million in deferred income taxes, $1.64
billion in pension and other post-retirement benefits, $398 million
in other liabilities, $16.30 billion in long-term debt, and a total
deficit of $4.10 billion.
* * *
As reported by the TCR on Aug. 14, 2019, Moody's Investors Service
downgraded the corporate family rating of Frontier Communications
Corporation to Caa2 from Caa1 and the probability of default rating
to Caa3-PD from Caa1-PD. The downgrade of the CFR reflects an
updated assessment of the company's probability of default and
recovery expectations following weak second quarter 2019 revenue
and EBITDA results, continued negative net customer addition trends
and reduced expectations regarding cost efficiency programs going
forward.
As reported by the TCR on Jan. 27, 2020, Fitch Ratings downgraded
the Issuer Default Rating of Frontier Communications Corporation
and its subsidiaries to 'CC' from 'CCC'. The downgrade of Frontier
and its subsidiaries IDRs to 'CC' reflects a default of some kind
appears probable.
As reported by the TCR on Nov. 20, 2019, S&P Global Ratings lowered
the issuer credit rating and issue-level rating on the senior
unsecured debt on U.S.-based telecommunications service provider
Frontier Communications Corp. to 'CCC-' from 'CCC' based on a
higher risk of default following its decision to deplete the
availability under its revolving credit facility.
GENESIS HOME: Seeks to Hire Resnik Hayes as Legal Counsel
---------------------------------------------------------
Genesis Home Health, Inc. seeks authority from the United States
Bankruptcy Court for the Central District of California to hire
Resnik Hayes Moradi LLP as its legal counsel.
Genesis Home requires Resnik Hayes to:
a. advice and assistance regarding compliance with the
requirements of the United States Trustee;
b. advice regarding matters of bankruptcy law, including the
rights and remedies of the Debtor in regard to its assets and with
respect to the claims of creditors;
c. advice regarding cash collateral matters, if any;
d. conduct examinations of witnesses, claimants or adverse
parties and to prepare and assist in the preparation of reports,
accounts and pleadings;
e. advice concerning the requirements of the Bankruptcy Code
and applicable rules;
f. assist with the negotiation, formulation, confirmation and
implementation of a Chapter 11 plan of reorganization; and
g. make any appearances in the Bankruptcy Court on behalf of
the Debtor; and to take such other action and to perform such other
services as the Debtor may require.
The Debtor has agreed to pay Resnik Hayes an initial retainer fee
of $15,000 for its representation of the Debtor
in this case. The Firm received $6,717 of the agreed upon retainer
from the Debtor on Dec. 19, 2019.
M. Jonathan Hayes, Esq., a partner at Resnik Hayes, assured the
court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estate.
Resnik Hayes can be reached at:
M. Jonathan Hayes, Esq.
Matthew D. Resnik, Esq.
Roksana D. Moradi-Brovia, Esq.
Resnik Hayes Moradi LLP
17609 Ventura Blvd., Suite 314
Encino, CA 91316
Tel: (818) 285-0100
Fax: (818) 855-7013
E-mail: jhayes@RHMFirm.com
roksana@RHMFirm.com
matt@RHMFirm.com
About Genesis Home Health, Inc.
Genesis Home Health, Inc. is a home health care services provider.
The Debtor previously sought bankruptcy protection on June 8, 2016
(Bankr. C.D. Calif. Case No. 16-11064).
Genesis Home Health filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Calif. Case No. 19-13166) on Dec.
19, 2020. In the petition signed by Amelia B. Wong, president, the
Debtor estimated $50,000 to $100,000 in assets and $1 million to
$10 million in liabilities. Matthew D. Resnik, Esq. at RESNIK HAYES
MORADI, LLP, represents the Debtor as counsel.
GIGA TRONICS: Reports $1.4 Million Net Loss for Third Quarter
-------------------------------------------------------------
Giga-Tronics Incorporated filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
attributable to common shareholders of $1.41 million on $2.63
million of total revenue for the three months ended Dec. 28, 2019,
compared to a net loss attributable to common shareholders of
$517,000 on $1.89 million of total revenue for the three months
ended Dec. 29, 2018.
For the nine months ended Dec. 28, 2019, the Company reported a net
loss attributable to common shareholders of $1.36 million on $9.16
million of total revenue compared to a net loss attributable to
common shareholders of $1.08 million on $7.62 million of total
revenue for the nine months ended Dec. 29, 2018.
As of Dec. 28, 2019, the Company had $9.18 million in total assets,
$4.80 million in total liabilities, and $4.38 million in total
shareholders' equity.
As of Dec. 28, 2019, the Company had $1.2 million in cash and cash
equivalents, compared to $878,000 as of March 30, 2019. The
Company had working capital of $3.8 million at Dec. 28, 2019
compared to $1.6 million at March 30, 2019. The current ratio
(current assets divided by current liabilities) at Dec. 28, 2019
was 2.10 compared to 1.41 at March 30, 2019. The increase in
working capital was primarily due to an increase in prepaids and
other current assets of $629,000 and an increase in inventories of
$852,000, all of which resulted from the adoption of ASC 606 during
the first nine months of fiscal 2020. In addition, the right of
use asset increased by $1.2 million and loans payable decreased by
$643,000.
John Regazzi, chief executive officer of the Company, said, "Our
revenue growth and sustained gross margin performance in the third
quarter was primarily driven by our RADAR filter business which
performed well in the quarter. On the RADAR/EW testing side of our
business, a delay at one of our suppliers unfortunately delayed
revenue that we expected to receive in the third quarter fiscal
2020. We are working closely with our supplier to resolve the
issue and expect to realize these revenues in subsequent quarters.
Our sales funnel is robust, particularly given demand we are seeing
for the new multi-channel capture product we launched earlier this
week."
Lutz Henckels, executive vice president and chief financial
officer, stated, "We remain focused on capitalizing on the
opportunities we're seeing for our RADAR/EW test solution business,
which we believe will be our growth engine moving forward,
particularly with the introduction of our unique multi-channel
capture product. Likewise, our sole-source RADAR filter business
continues to provide a solid platform for our continued growth."
"As part of our growth strategy, during the third quarter we
enhanced our balance sheet with a small capital raise and also
converted approximately 90% of our Series E preferred shares to
common stock. During the quarter we also completed a reverse split
of our common stock to better position Giga-tronics for a potential
future uplisting to a national exchange. Our pipeline is robust,
and we're gaining increased market recognition for the unique and
exceptional technology that comprises our critical testing
solutions. We are energized by the opportunities ahead and believe
we are well positioned to drive continued revenue growth and
profitability as we move forward into fiscal 2021."
A full-text copy of the regulatory filing is available for free at
the SEC's website at:
https://is.gd/NOrBQJ
About Giga-Tronics
Headquartered in Dublin, California, Giga-Tronics Incorporated
produces sophisticated test and measurement equipment primarily
used in electronic warfare test and emulation applications as well
as YIG (Yttrium, Iron, Garnet) tuned oscillators, RADAR filters,
and microwave synthesizers for use in military defense
applications.
Giga-Tronics reported a net loss of $1.04 million for the year
ended March 30, 2019, a net loss of $3.10 million for the year
ended March 31, 2018, and a net loss of $1.54 million for the year
ended March 25, 2017. As of Sept. 28, 2019, the Company had $8.75
million in total assets, $6.34 million in total liabilities, and
$2.41 million in total shareholders' equity.
GRIFFON CORP: S&P Rates $800MM Sr. Unsecured Notes Due 2028 'B+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '4'
recovery rating to Griffon Corp.'s $800 million senior unsecured
notes due 2028. The '4' recovery rating indicates S&P's expectation
for average recovery (30%-50%; rounded estimate: 30%) in the event
of a payment default. The company intends to use the proceeds from
these notes, together with cash on hand, to repay up to $800
million of its 5.25% senior unsecured notes due 2022 ($1.0 billion
outstanding) as well as any related fees and expenses.
All of S&P's other ratings on Griffon remain unchanged.
New York-based Griffon Corp. is a diversified management and
holding company that conducts business through its wholly owned
subsidiaries in the home and building products and defense
electronics industries primarily in the U.S., Canada, Australia,
the U.K., Mexico, and China.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's recovery analysis incorporates a capital structure that
includes the proposed $800 million senior unsecured notes, a $400
million revolving credit facility due 2025, and the $193 million
that remains outstanding on the company's 5.25% senior unsecured
notes due 2025.
-- S&P's simulated default scenario contemplates a prolonged
economic contraction in the U.S. with decreased residential repair
and remodeling activity and a reduced Department of Defense budget.
The combination of these factors would; severely hinder Griffon's
operational performance, forcing the company to fund its fixed
charges with debt. Eventually, this would lead to a debt
restructuring, payment default, or bankruptcy filing.
-- In valuing the company, S&P attributes approximately 70% of the
net enterprise value (EV), or about $490 million, to Griffon's
domestic subsidiaries and approximately 30%, or about $210 million,
to its foreign subsidiaries.
-- To calculate a distressed enterprise value, S&P used a 5.5x
EBITDA multiple. This multiple is consistent with the multiples S&P
uses for other building materials companies.
-- At the time of the default, S&P assumes Griffon's cash flow
revolver will be 85% drawn.
Simulated default assumptions
-- Year of default: 2023
-- EBITDA at emergence: $127 million
-- EBITDA multiple: 5.5x
-- Gross enterprise value: $699 million
Simplified waterfall
-- Net recovery value (gross enterprise value, $733 million; less
5% administrative costs, $35 million): $644 million
-- Available domestic value (70% of net enterprise value: $465
million, less domestic priority claims including capital leases: $4
million): $461 million
-- Total value available to secured debtholders (available
domestic value, $461 million; pledge from foreign subsidiaries,
$100 million): $561 million
-- First-lien revolving credit facility claim: $332 million
-- Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Remaining value for unsecured claims (remaining domestic value,
$229 million; residual foreign value: $53 million): $282 million
-- Senior notes claim: $823 billion
-- Recovery expectations: 30%-50% (rounded estimate: 30%)
Note: All debt amounts include six months of accrued but unpaid
interest at default.
HEIRLOOM, INC: Taps Motschenbacher & Blattner as Counsel
--------------------------------------------------------
Heirloom, Inc., seeks permission from the U.S. Bankruptcy Court for
the District of Oregon to employ Motschenbacher & Blattner LLP as
its general bankruptcy counsel.
Heirloom proposes to engage Motschenbacher for purposes of:
(a) consulting with the Debtor concerning the administration of
the case,
(b) advising the Debtor with regard to its rights, powers and
duties as a debtor-in-possession,
(c) investigating and, if appropriate, prosecuting on behalf of
the estate claims and causes of action belonging to the estate,
(d) advising the Debtor concerning alternatives for
restructuring its debts and financial affairs pursuant to a plan
or, if appropriate, liquidating its assets, and
(e) preparing the bankruptcy schedules, statements and lists
required to be filed by the Debtor under the Bankruptcy Code and
applicable procedural rules.
The firm will charge the Debtor for its services with these rates:
Nicholas J. Henderson, partner - $425 per hour
Troy G. Sexton, associate - $350 per hour
Jeremy Tolchin, associate - $315 per hour
Sean Glinka, associate - $315 per hour
Legal assistants and paralegals - $85 to $150 per hour
Mr. Henderson attests that Motschenbacher is a disinterested person
within the meaning of Section 101(14) of the Bankruptcy Code and
does not represent or hold any interest adverse to the interests of
the estate or of any class of creditors or equity security
holders.
The firm may be reached through:
Nicholas J. Henderson, Esq.
Motschenbacher & Blattner LLP
117 SW Taylor St., Ste. 300
Portland, OR 97204
Tel: 503-417-0500
Fax: 503-417-0521
E-mail: nhenderson@portlaw.com
About Heirloom, Inc.
Heirloom, Inc., dba Tiny Heirloom, an affiliate of Level 3 Homes &
Design, LLC, manufactures tiny homes. The company sought Chapter
11 protection (Bankr. D. Or. Case No. 20-30272) on January 27,
2020.
In the petition signed by Jeremy Killian, president, the Debtor
estimated between $1 million and $10 million in both assets and
liabilities.
Motschenbacher & Blattner, LLP is the Debtor's counsel.
HENDRIX SCHENCK: Franzos Buying Jamaica Property for $428K
----------------------------------------------------------
Hendrix Schenck, Inc., filed with the U.S. Bankruptcy Court for the
District of New Jersey a notice of its proposed sale of the parcel
of property of the estate located at 87-46 126th St, Jamaica, New
York, including all buildings and improvements thereon, to Franzos
Holdings for $427,900.
A hearing on the Motion is set for Feb. 18, 2020 at 10:00 a.m.
The sale will be free and clear of liens.
The closing will take place at 11:00 a.m. on or about 30 days after
receipt of fully executed Contracts by the Purchaser's Attorney, at
the offices of Susan Keene, 873 NY-45 #205, New City, NY 10956, or
at a place designated by the Purchaser's lending institution, if
any; provided that such place is within Rockland County.
A copy of the Contract is available at https://tinyurl.com/t35584o
from PacerMonitor.com free of charge.
The Purchaser:
FRANZOS HOLDINGS
21 Ralph Blvd.
Monsey, NY 1095
About Hendrix Schenck
Hendrix Schenck Inc. is a privately-held company in the investment
pools and funds industry. It owns four properties in New York and
New Jersey, with a total value of $990,000.
Hendrix Schenck sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.J. Case No. 18-30765) on Oct. 18,
2018. At the time of the filing, the Debtor had estimated assets
of less than $1 million and liabilities of $1 million to $10
million. The case has been assigned to Judge John K. Sherwood.
HOOD LANDSCAPING: Selling Approx. 97-Acre of Cook County Land
-------------------------------------------------------------
Hood Landscaping Products, Inc., filed with the U.S. Bankruptcy
Court for the Middle District of Georgia a notice of the proposed
sale of its approximately 96.93 acres of real property located in
Land Lot No. 240, 9th Land District, Cook County, Georgia,
identified as Cook County Tax Parcel No. 0024-021 and further
described in that Deed of Gift recorded in the Cook County, Georgia
Clerk's Office on May 9, 2005 in Deed Book 503, page 172, to Acree
Investments, Ltd. for $260,000.
A hearing on the Motion is set for Feb. 26, 2020 at 10:30 a.m. The
objection deadline is Feb. 20, 2020.
The Debtor owns the real estate.
The real estate is subject to the following liens, listed in the
order of priority:
1. Farmers and Merchants Bank ("FMB") by a security deed
recorded in the Cook County, Georgia Clerk's Office on May 26, 2005
in Deed Book 504, page 329-331. FMB filed a proof of claim in this
case for $5,387,382.
2. Cook County Tax Commissioner for real estate taxes
estimated to be in the amount of $2,742.
3. American Zurich Insurance Co. by a Fi. Fa. issued by the
Superior Court of Cook County Georgia in case no. 2015-CV-025
against Hood Landscaping Products, Inc. recorded in Lien Docket 45,
Page 243 on 6-15-2017 in the amount of $180,636.
4. Georgia Department of Labor by an Unemployment
Contribution Fi. Fa. 201808946; dated 2/16/18 and recorded in Lien
Book 48, Page 301 on 3-28-18 in the amount of $1,726.
5. Georgia Department of Labor by an Unemployment
Contribution Fi. Fa. 201823940 recorded in Lien Book 50, Page 229
on 7-16-18 in the amount of $1,726.
6. Georgia Department of Labor by an Unemployment
Contribution Fi. Fa. 201840807 recorded in Lien Book 5 Page 235 on
10-15-18 in the amount of $818.
7. Trinity Packaging Corp. by a Fi. Fa. issued by the
Superior Court of Cook County Georgia in case no. 2018-CV-F008
against Hood Landscaping Products Inc. recorded in Lien Book 52,
Page 48 on 12-11-18 in the amount of $27,936.
8. Georgia Department of Labor by an Unemployment
Contribution Fi. Fa.201858142 recorded in Lien Book 52, Page 116 on
1-25-19 in the amount of $818.
9. Georgia Department of Labor by an Unemployment
Contribution Fi. Fa 201912507 recorded in Lien Docket 52, Page 276
on 4/15/2019 in the amount of $848.
The Debtor proposes to sell the real estate free and clear of liens
and claims to the Buyer for a gross sale price of $260,000. There
will be no realtor commission will be paid as part of the sale. The
terms of sale are contained in their Sales Contract dated Jan. 1,
2020.
The Debtor proposes to pay the following at closing from the real
estate sale proceeds: Closing costs for which the Debtor is
responsible under the sale contract, attorney fees to closing
attorney Pearce Scott, past due and current real estate taxes owed
to Cook County Tax Commissioner and for the remaining balance of
the sale proceeds to be paid to FMB. Since FMB's secured claim
exceeds the sale price of the real estate, no sale proceeds will be
paid to subordinate lienholders or claimants described or to any
other holder of a lien or claim.
A copy of the Contract is available at https://tinyurl.com/ualuwtm
from PacerMonitor.com free of charge.
The Purchaser:
ACREE INVESTMENTS, LTD.
P.O. Box 68
Adel, GA 31620
About Hood Landscaping
Hood Landscaping Products, Inc., a wholesaler of landscaping
equipment and supplies in Adel, Georgia., filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga.
Case No. 19-70644) on June 3, 2019. In the petition signed by CFO
Leon Hood, the Debtor estimated up to $50,000 in assets and $1
million to $10 million in liabilities. Judge John T. Laney III
oversees the case. Kelley, Lovett, Blakey & Sanders, P.C., is the
Debtor's counsel.
HOVNANIAN ENTERPRISES: S&P Hikes ICR to 'CCC+'; Outlook Stable
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
homebuilder Hovnanian Enterprises Inc. to 'CCC+' from 'SD' because
it believes the company has completed exchange offers that it
viewed as distressed.
S&P also raised its issue-level ratings on the 10% senior secured
notes due in 2022 to 'CCC-' from 'CC', its ratings on the 10.5%
senior secured notes due in 2024 to 'CCC-' from 'D'. S&P revised
the recovery rating on both issues to '6' from '5'.
At the same time, S&P affirmed the 'CCC-' ratings on the company's
unsecured notes. The recovery rating remains unchanged.
Recently completed financings extend Hovnanian's maturity profile
and mitigate refinancing risk in the next 12-24 months, though the
absolute amount of outstanding debt remains very high. The recent
debt exchanges and refinancings moved maturities out a few years,
including a 2020 maturity to 2026. The next meaningful maturity now
isn't until July 2022, when $196 million of senior secured notes
come due. However, unadjusted reported debt balance was about $1.7
billion (including financial services debt) at fiscal year-end Oct.
31, 2019, compared to about $1.6 billion on Oct. 31, 2018. With its
adjustments, S&P expects leverage of approximately 9x EBITDA in
2020. This is the highest among rated U.S. homebuilders. Also, S&P
expects interest coverage to be slim at about 1.25x.
The stable rating outlook reflects S&P's expectation that the U.S.
housing market will remain steady at about 1.3 million starts in
2020 and that Hovnanian will capture some market share based on
recent increases in open selling communities. This supports S&P's
forecast of about $200 million adjusted EBITDA over the next 12
months, with leverage around 9x and EBITDA to interest coverage
above 1x. Importantly, the stable outlook acknowledges the
mitigation of near-term refinancing risk and improved liquidity. It
also reflects the rating agency's expectation that the company will
use liquidity to expand its platform rather than repurchase
outstanding debt obligations at a discount in 2020.
"We would lower the rating within the next 12 months if EBITDA
declined below a level needed to support annual interest expense
(estimated at about $160 million) and we began to see the company
burn through its cash position. This would strain liquidity such
that we believed the company would have trouble meeting its
interest payments. We would also lower the rating if the company
executed another debt exchange or restructuring," S&P said.
"An upgrade is unlikely over the next 12 months given the company's
high leverage. A positive rating action would require the company
to improve EBITDA interest coverage above 2x with adequate
liquidity, which we believe would improve prospects for accessing
the capital markets. We estimate that such a scenario could occur
if gross margins expanded by at least 200 basis points (bps),
increasing EBITDA over 30% from our base-case scenario," the rating
agency said.
HOWARD S. COHEN: Selling Household Items Via Strange Imports
------------------------------------------------------------
Howard Steven Cohen and Lise Hollander Cohen ask the U.S.
Bankruptcy Court for the District of Colorado to authorize the sale
of household items through a third party reseller, Strange Imports,
LLC.
The Debtors are married individuals who reside in Aspen, Colorado.
Mr. Cohen is a private equity investor and financial consultant.
Ms. Cohen is currently employed in human resources with a third
party entity. The Debtors' chapter 11 case was filed in connection
with that of Aspen Pacific Asset Management, LLC ("APAM"), Case No.
19-19899-MER, H&L Cohen, LLC ("H&L"), Case No. 19-19898-MER, and
Aspen Pacific Group, Inc. ("APG"), Case No. 19-19900-MER, related
entities of the Debtors. The four cases are jointly administered
under Case No. 19-19897.
Several years ago, the Debtors purchased a number of Asian
influenced household items through a company called Strange
Imports, LLC located near Aspen in Carbondale, Colorado. Dave
Dixon is the owner of the Company.
Pre-Petition Date, during the summer of 2019, the Debtors placed a
number of items for sale at the Company. They sold some items
through the Company pre-Petition Date, as disclosed on their
Statement of Financial Affairs. They still have 34 items for sale
at the Company, and ask Court approval to move forward with any
future sale. The items currently held at the Company are listed on
Exhibit A, and are estimated at a total value of less than
$10,000.
The fair market value of the Goods as listed on Exhibit A was
estimated by Mr. Dixon, who has purchased and sold similar items in
his 30 years of experience. The Goods may sell for a price above
or below the values listed in Exhibit A, but will be sold at fair
market value in an arm’s-length transaction through the Company,
who is a third party reseller. The Debtors do not have any
relationship with the Company or Mr. Dixon.
Most of the Goods were originally purchased by the Debtors from the
Company. The Company specializes in Asian artifacts, including the
Goods. The agreement with the Company is that the Debtors would
receive 50% of the total sale price, with the Company keeping the
other 50% and paying for all costs of shipment and other
administrative costs. Thes compensation arrangement is typical for
the Company and its clients, and is what the Debtors agreed to
pre-Petition Date.
The Debtor believes that the Company will be able to maximize the
value of the Goods and sell the items in an organized fashion.
Selling the Goods through the Company will be the most efficient
manner to market, sell, and deliver the items, considering the
Company sells and ships Asian artifacts on a regular basis.
Allowing the Company to sell the Goods will allow the Debtors to
reduce their household goods and downsize. The Debtors would not
be able to individually market and sell the Goods in a manner
similar to the Company.
Other than a pre-Petition Date Lien Statement filed by the Internal
Revenue Service, the Debtors do not believe any other entity or
person has a lien on the Goods. The IRS filed a proof of claim
with the Bankruptcy Court alleging that they are owed $99,303 in
income taxes for tax years ending Dec. 31, 2014 and Dec. 31, 2015,
and assessed unilaterally by the IRS on Nov. 26, 2018. The Debtors
will object to the IRS Claim in its entirety. For purposes of the
Motion, however, the Debtors agree that the IRS lien will attach to
the proceeds from the sale of the Goods except as otherwise
provided through Court order.
The Debtors are asking Court authorization to sell the Goods with
the Company free and clear of all liens, claims and encumbrances.
A copy of the Exhibit A is available at https://tinyurl.com/veerfmj
from PacerMonitor.com free of charge.
Howard Steven Cohen and Lise Hollander Cohen sought Chapter 11
protection (Bankr. D. Colo. Case No. 19-19897) on Nov. 15, 2019).
The Debtors tapped Jenny M.F. Fujii, Esq., as counsel.
HUSKY III HOLDING: S&P Assigns 'B-' ICR; Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to Husky
III Holding Ltd. (Husky Holdco).
In addition, S&P assigned its 'CCC' issue-level rating and '6'
recovery rating to Husky Holdco's proposed US$450 million of
unsecured payment-in-kind (PIK) toggle notes due in 2025. The
company plans to use the net proceeds to fund a distribution to its
private equity owners (affiliates of Platinum Equity Partners
LLC).
S&P's ICR on Husky Holdco primarily reflects the company's very
high consolidated leverage after incorporating the proposed US$450
million PIK note issuance. The rating agency estimates Husky
Holdco's adjusted debt-to-EBITDA will be 8.5x-9.0x at the end of
2020 with only modest improvement in 2021. This leverage is
approximately 1.5x higher than that S&P expects for Husky Injection
Molding Systems Ltd. (Husky Opco) (the core operating subsidiary
within the group) with the difference attributed to the proposed
PIK notes at Husky Holdco. Proceeds from the issuance will be used
to fund a shareholder distribution to Husky Holdco's private equity
owners, an affiliate of Platinum Equity Partners LLC, which
acquired Husky Opco through a leveraged buyout (LBO) in March 2018.
In our view, this debt-funded distribution reflects a financial
policy that is more aggressive than what S&P had previously
incorporated into its ICR on Husky Opco.
Husky Holdco will have the option to pay in kind interest on the
new notes, which S&P assumes in its forecasts. As a result, S&P
expects an immaterial impact on FOCF and funds from operations
(FFO) cash interest coverage, estimated in the US$100
million-US$150 million range and 2.0x-2.5x area, respectively, in
2020 and 2021. However, the exercise of this option would add
incremental debt that the company will eventually need to address.
Notwithstanding the near-term financial flexibility that the PIK
affords, S&P believes it will contribute to high prospective
leverage of 8.0x-9.0x.
The stable outlook reflects S&P's expectation for Husky Holdco to
generate an adjusted debt-to-EBITDA ratio of 8x-9x over the next
couple of years while maintaining adequate liquidity and positive
FOCF generation.
"We could raise our ratings on Husky Holdco within the next 12
months if the company generates stronger-than-expected EBITDA
growth and profitability while reducing debt, such that adjusted
debt-to-EBITDA approaches 7.5x and FFO cash interest coverage
remains above 2.0x," S&P said.
"We could lower our ratings on Husky Holdco within the next 12
months if we no longer consider the company's capital structure
sustainable. This could occur if we expect adjusted FFO cash
interest coverage to be at or below 1.5x, negative FOCF, or if
liquidity deteriorates meaningfully. This scenario could result
from slower-than-expected demand, potentially due to an adverse
shift in consumer behaviors or operating inefficiencies that
contribute to weaker profit margins and cash flow generation," the
rating agency said.
HUSKY INJECTION: S&P Cuts ICR to 'B-' on New US$450MM Distribution
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating (ICR) on Husky
Injection Molding Systems Ltd. (Husky Opco) to 'B-' from 'B'. At
the same time, S&P Global Ratings lowered its issue-level ratings
on Husky Opco's secured term loans and unsecured notes by one notch
to 'B-' and 'CCC', respectively. The recovery ratings on the loan
and notes are unchanged.
The downgrade primarily reflects S&P's view that Husky Opco's group
credit profile (GCP) has weakened following the company's plan to
issue US$450 million of unsecured payment-in-kind (PIK) toggle
notes due in 2025 at Husky Holdco, and use the proceeds to fund a
shareholder distribution. S&P expects the proposed notes to add
about 1.5x of debt leverage and contribute to consolidated adjusted
debt-to-EBITDA of 8.5x-9.0x by the end of 2020, demonstrating a
financial policy that is more aggressive than S&P had previously
expected.
"Our GCP of 'b-' is in line with our 'B-' ICR on Husky Holdco,
which reflects forecast credit measures for the fully consolidated
group. These credit measures include all debt outstanding at Husky
Opco and its subsidiaries as well as the proposed US$450 million
PIK toggle notes that Husky Holdco intends to issue. This
additional debt contributes to a GCP that we believe is one notch
lower than that on Husky Opco on a stand-alone basis," S&P said.
The stable outlook on Husky Opco reflects S&P Global Ratings'
expectation Husky Holdco will generate an adjusted debt-to-EBITDA
ratio of 8.0x-9.0x over the next couple of years while maintaining
adequate liquidity and positive FOCF generation.
"We could raise our ratings on Husky Opco within the next 12 months
if the company generates stronger-than-expected EBITDA growth and
profitability while reducing debt, such that Husky Holdco's
adjusted debt-to-EBITDA approaches 7.5x while maintaining funds
from operations (FFO) cash interest coverage above 2.0x," S&P
said.
"We could lower our ratings on Husky Opco within the next 12 months
if we no longer consider the company's capital structure
sustainable. This could occur if we expect Husky Holdco to generate
adjusted FFO cash interest coverage at or below 1.5x, negative
FOCF, or if liquidity deteriorates meaningfully. This scenario
could result from slower-than-expected demand, potentially due to
an adverse shift in consumer behaviors or operating inefficiencies
that contribute to weaker profit margins and cash flow generation,"
the rating agency said.
ILLINOIS VALLEY: Seeks to Hire Camacho & Knutson as Counsel
-----------------------------------------------------------
Illinois Valley Golf Association, Inc., seeks authority from the
U.S. Bankruptcy Court for the District of Oregon to employ the Law
Office of Camacho & Knutson, as counsel to the Debtor.
Illinois Valley requires Camacho & Knutson to:
a) provide legal advice on all aspects of chapter 11,
including first day motions, motions for relief of stay,
monthly reporting requirements, negotiations with
creditors, litigation, formulation of a disclosure
statement and plan of reorganization, advice on aspects of
chapter 11 bankruptcy representation and related litigation
in the Bankruptcy Court and any other necessary court;
b) perform case administration;
c) perform the duties authorized under the Bankruptcy Code;
and
d) perform such other services as are in the interest of the
Debtor.
Camacho & Knutson will be paid at these hourly rates:
Rodolfo A. Camacho, Esq. $400
Kirk W. Knutson, Esq. $400
Paralegals/Law Clerks $135
Secretary $35
The Debtor paid Camacho & Knutson a retainer of $20,000, plus a
$1,717 filing fee.
Camacho & Knutson will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Rodolfo A. Camacho, partner of Law Office of Camacho & Knutson,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Camacho & Knutson can be reached at:
Rodolfo A. Camacho, Esq.
Kirk W. Knutson, Esq.
LAW OFFICE OF CAMACHO & KNUTSON
1795 Capitol Street NE
Salem, OR 97301
Tel: (503) 362-2674
E-mail: rudy@camacholaw.com
kirk@camacholaw.com
About Illinois Valley Golf Association, Inc.
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.
Illinois Valley Golf Association, Corp., based in Cave Junction,
OR, filed a Chapter 11 petition (Bankr. D. Or. Case No. 20-60152)
on January 23, 2020. The Hon. Thomas M. Renn presides over the
case. Rodolfo A. Camacho, Esq., at Law Office of Camacho & Knutson
serves as bankruptcy counsel.
In its petition, the Debtor estimated $1,047,400 in assets and
$369,152 in liabilities. The petition was signed by Jason Gill,
president.
J-H-J INC: Proposes a Grafe Auction of Jones Creek Store Equipment
------------------------------------------------------------------
J-H-J, Inc., and T&S Markets, LLC, ask the U.S. Bankruptcy Court
for the Western District of Louisiana to authorize the sale of all
Jones Creek Store equipment at public auction free and clear of all
liens, interests, claims and encumbrances, to be conducted on Feb.
13, 2020 by third-party auctioneer, Grafe Auction Co.
T&S currently owns and operates two retail grocery stores: one
store in Bogalusa, Louisiana and one store ("Jones Creek Store") in
Baton Rouge, Louisiana. The Jones Creek Store, located at 6576
Jones Creek Road, operates under the name Shopper's Value. JHJ
provides administrative support for all of the Debtors, including
T&S, as well as other related chapter 11 Debtors, whose cases are
pending before the Court and are being jointly administered in In
re SVFoods Avondale, LLC, Case No. 19-51526.
Since the opening of a nearby competing store, approximately two
years prior to the filing of the Motion, the Jones Creek Store has
experienced a decline in revenue and continues to suffer losses.
In 2018, the Jones Creek Store sustained losses of approximately
$200,000; and, in 2019, the total losses are estimated to total
approximately $250,000. Upon analysis of the Jones Creek Store
market and other revenue factors, T&S has determined that closure
of the Jones Creek Store will improve the financial viability of
T&S and preserve estate assets. Accordingly, T&S intends to
permanently close the Jones Creek Store in February 2020.
T&S asks authority to sell all of its equipment, located at the
Jones Creek Store, free and clear of all liens, interests, claims
and encumbrances to the highest bidder at a public auction on Feb.
13, 2020. In connection therewith, T&S asks authorization to enter
into the contract (Exhibit A), with an auctioneer to conduct the
proposed Auction. Finally, T&S asks authority to pay the net
proceeds from the Auction to SuperValu, lienholder of the equipment
at issue.
Through its Motion for Authority to Reject T&S Lease, as amended,
T&S has asked the Court's authority to reject, effective Feb. 29,
2020, the lease of the commercial property at which the Jones Creek
Store operates. That motion is currently scheduled for hearing on
Jan. 28, 2020 at 10:00 a.m.
In addition, contemporaneously with the filing of the Motion, the
Debtors filed their Motion to Approve Transfer of T&S Store
Inventory Pursuant to Section 363 of the Bankruptcy Code, through
which T&S asks authority to transfer and convey all or
substantially all of its inventory of retail goods, remaining at
the time of the Jones Creek Closure, to the following Debtors: JHJ,
SVFoods Old Hammond, LLC, Baker Piggly Wiggly, LLC and BR Pig, LLC.
In connection with the Jones Creek Closure, T&S proposes to sell
all of its equipment located at the Jones Creek Store to the
highest bidder at a public auction. The Equipment's estimated
value is less than its original purchase price of $350,000. JHJ is
assisting T&S with the equipment sale process. The proposed
auctioneer, Grafe has agreed to conduct the Auction on Feb. 13,
2020. Such date will allow sufficient time to finalize the
Equipment sales, remove all Equipment and return the leased
premises to the lessor in the condition required under the
associated Lease.
The Auction will take place at the Jones Creek Store; however, only
internet bidding on Grafe's website will be permitted. Grafe will
arrange for the public to preview the Equipment at the Jones Creek
Store and/or online prior to the Auction.
The Debtors ask authority to engage Grafe to conduct an auction of
the Equipment on the terms set forth in the Grafe Contract. Grafe
was established in 1959 and specializes in auctions of grocery
store equipment as well as industrial and commercial equipment. It
conducts auctions of equipment and other commercial items
throughout the country.
As set forth in the Grafe Contract, Grafe promotes its auctions
through direct emails to a wide customer base, social media
marketing and other online marketing tools. The Grafe Contract
provides for compensation of Grafe in the form of a commission in
the amount of 15% of the total sale proceeds collected from sale of
Equipment. In addition, Grafe shall also be entitled to collect
and retain from third party buyers a 15% buyer's premium/fee.
After the Auction, Grafe proposes to follow the settlement
procedures outlined in the Grafe Contract, including: within 12
banking days (holidays and weekends are excluded), Grafe will: (i)
deduct from the Sales Proceeds the Commission on Property Sold, and
Sale Expenses due to Grafe Auction; (ii) remit, to the Seller
pursuant to the instructions to be provided by Seller, the
remaining collected Sales Proceeds; and (iii) provide to Seller a
Final Report of Sale and an itemization of all Sale Expenses.
All Sale Expenses are identified in the Auction Contract; however,
the primary Sale Expenses associated with the Auction are: (i) the
Seller's advertising liability shall not exceed $2,500; (ii) Grafe
Auction shall receive, and the Seller shall pay $1,200 total for
pre-auction setup fees; (iii) Grafe Auction shall receive, and the
Seller shall pay $4,000 total for post-auction removal and rigging
fees.
As set forth in the Second Interim Cash Collateral Order, SuperValu
asserts that T&S and all other captioned debtors are solidarily
liable to SuperValu for various amounts which exceed at least $7
million. Through security agreement dated Aug. 7, 2015 and related
UCC-1 filing, SuperValu holds a perfected security interest in all
Equipment of T&S and proceeds thereof. Based on the estimated
value of the Equipment, T&S proposes to pay all net proceeds from
Auction of the Equipment to SuperValu to be applied to the
aforementioned claim.
For the reasons set forth, the Debtors propose to sell the
Equipment to the highest bidder at the public Auction to be
conducted on Feb. 13, 2020 by third-party auctioneer, Grafe.
About J-H-J Inc.
JHJ, a Louisiana corporation, was formed in 1984 for the purpose of
owning and operating retail grocery stores in the Baton Rouge
metropolitan area. Currently, JHJ owns and operates two such
stores. Beginning in 1998, the remaining Debtors were formed by
certain shareholders of JHJ for purposes of operating retail
grocery stores in various locations in southern Louisiana.
Collectively, the Debtors currently own and operate 12 grocery
stores under the names Piggly Wiggly or Shoppers Value. All
general administrative duties for the Debtors are handled by JHJ.
J-H-J, Inc. is the lead debtor in the jointly administered cases
with eight debtor affiliates (Bankr. W.D. La. Lead Case No.
19-51367) filed on Nov. 15, 2019 in Lafayette, La.
The Debtor affiliates are: (i) Lafayette Piggly Wiggly, LLC; (ii)
T.H.G. Enterprises, LLC; (iii) SVFoods Old Hammond, LLC; (iv)
SVFoods Jefferson, LLC; (v) T&S Markets, LLC; (vi) TSD Markets,
LLC; (vii) Baker Piggly Wiggly, LLC; and (viii) BR Pig, LLC.
As of the petition date, J-H-J is estimated with both assets and
liabilities at $10 million to $50 million. The petition was signed
by Garnett C. Jones, Jr., president. Judge John W. Kolwe is
assigned the cases. The Steffes Firm, LLC serves as counsel to the
Debtors.
JUNO USA: U.S. Trustee Objects to Disclosure Statement
------------------------------------------------------
In its current form, the disclosure statement filed by JUNO USA,
LP, et al., lacks adequate information and describes an
unconfirmable plan, the U.S. Trustee said..
"The Debtors' Plan does not inform creditors how much money is
being put into the pool for creditor distributions. It does not
provide information about the number or amount of claims in each
plan class. It contains no liquidation analysis or financial
information, foreclosing a comparison with a chapter 7 liquidation.
It does not explain significant pre-petition transactions, like
the sale of substantial assets to Lyft or the cancellation of
hundreds of thousands of restricted stock units. It provides for
substantive consolidation; yet simultaneously allows the Debtors to
continue to maintain their separate corporate identities. It
discharges liquidating debtors. It exculpates non-fiduciaries. The
solicitation procedures disenfranchise the Debtors' former
drivers," the U.S. Trustee points out.
"The disclosure statement does not meet the Debtors' burden of
demonstrating that creditors are better served by the proposed plan
than a liquidation. It is missing much of the information creditors
need to decide how to vote on the plan. The solicitation procedures
prevent most, if not all, of the Debtors' significant creditor body
from voting. The disclosure statement is inadequate."
Trial Attorney for the U.S. Trustee:
Hannah M. McCollum, Esq.
United States Department of Justice
Office of the United States Trustee
J. Caleb Boggs Federal Building
844 N. King Street, Room 2207, Lockbox 35
Wilmington, DE 19801
Tel: (302) 573-6491
Fax: (302) 573-6497
E-mail: hannah.mccollum@usdoj.gov
About Juno USA
Juno USA, LP also known as Juno Lab, L.P., was a ride-hailing,
mobile application-based transportation network company that
operated in New York, New York, where its headquarters are located.
Juno launched its mobile application and began offering its
services in early 2016. Prior to the Chapter 11 filing, Juno shut
down its US operations. The company's website is
https://gojuno.com
Juno and five debtor affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 19-12484) on Nov. 19, 2019. In the
petition signed by CRO Melissa S. Kibler, the Debtors were each
estimated to have $1 million to $10 million in assets, and $100
million to $500 million in liabilities.
The case has been assigned to Judge Mary F. Walrath.
The Debtors tapped Chipman Brown Cicero & Cole, LLP as
bankruptcycounsel; Mackinac Partners, LLC as financial advisor; and
Omni Agent Solutions as notice, claims and balloting agent.
K.C. LEE 22: Seeks to Hire Princeton Financial as Accountant
------------------------------------------------------------
K.C. Lee 22 Realty LLC, and its debtor-affiliates, seeks authority
from the U.S. Bankruptcy Court for the District of New Jersey to
employ Princeton Financial Group LLC, as accountant to the Debtor.
K.C. Lee 22 requires Princeton Financial to:
-- review, analyze and reconcile the Debtor's financial
records; and
-- review tax filings and prepare monthly operating reports.
Princeton Financial will be paid at these hourly rates:
Partners $300
Associates $195
Staffs $120
Princeton Financial will be paid a retainer in the amount of
$5,000.
Princeton Financial will also be reimbursed for reasonable
out-of-pocket expenses incurred.
To the best of the Debtors' knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Princeton Financial can be reached at:
Princeton Financial Group LLC
103 Carnegie Center Dr., Suite 309
Princeton, NJ 08540
Tel: (609) 275-9009
About K.C. Lee 22 Realty LLC
K.C. Lee 222 Realty LLC, c/o Kae Chul Lee, based in Leonia, NJ,
filed a Chapter 11 petition (Bankr. D.N.J. Case No. 20-10370) on
Jan. 9, 2020. In the petition signed by Kae Chul Lee, member, the
Debtor was estimated to have $100,000 to $500,000 in assets and $1
million to $10 million in liabilities. Michael S. Kopelman, Esq.,
at Kopelman & Kopelman LLP, serves as bankruptcy counsel.
KRYSTAL COMPANY: John F. Isbell, Nail Represent Argonne, KRS
------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Law Office of John F. Isbell LLC and Portnoy Garner & Nail LLC
submitted a verified statement to disclose that they are
representing Argonne Capital Group LLC and KRY LLC in the Chapter
11 cases of The Krystal Company, et al.
On or about Jan. 7, 2020, Isbell was retained to represent Argonne
Capital Group LLC in connection with the Chapter 11 Cases. At or
about the same time, Isbell affiliated with Nail to assist in
representing Argonne.
Argonne, through various holding companies, is the ultimate parent
of the Debtors in the Chapter 11 Cases. Argonne, also through
various holding companies, is the ultimate parent of KRY. In
certain instances, Argonne stands as an agent on behalf of its
affiliated funds. Argonne is additionally owed money from the
Debtors in the Chapter 11 Cases on account of accrued but unpaid
management fees and certain reimbursable expenses.
KRY is a subordinated lender to Debtors in the Chapter 11 Cases and
holds a security interest in Debtors' various assets to secure
repayment of obligations owed to KRY.
On or about Jan. 7, 2020, Isbell was retained to represent KRY LLC
in connection with the Chapter 11 Cases. At or about the same time,
Isbell affiliated with Nail to assist in representing KRY.
The Firms represent only Argonne and KRY in the Chapter 11 Cases.
As of Feb. 4, 2020, the lists of creditor and their disclosable
economic interests are:
Argonne Capital Group LLC
One Buckhead Plaza
3060 Pachtree Road NW
Suite 425
Atlanta, GA 30305
(a) Ultimate equity holder of debtors; value currently unknown
(b) Unpaid management fees; approximately $1,300,000
(c) Unreimbursed expenses: $15,083.94
KRS LLC
One Buckhead Plaza
3060 Pachtree Road NW
Suite 425
Atlanta, GA 30305
* Second priority secured creditor owed approximately
$1,500,000
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 non-core 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 the 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.
Counsel for Argonne Capital Group LLC and KRY LLC can be reached
at:
Law Offices of John F. Isbell LLC
John Isbell, Esq.
3050 Peachtree Road N.W.
Suite 2
Atlanta, GA 30305
Tel: (404) 849-6665
E-mail: John@JFI-law.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/Dov0kC
About Krystal Company
Founded in Chattanooga, Tennessee, in 1932, The Krystal Company --
http://www.krystal.com/-- is a quick-service
restaurant chain with locations in the Southeastern United States.
It is known for its small, square hamburgers, served fresh and hot
off the grill on the iconic squarebun at approximately 320
restaurants in nine states. Krystal's Atlanta-based Restaurant
Support Center serves a team of 7,500 employees.
The Krystal Company, and affiliates Krystal Holdings, Inc. and
K-Square Acquisition Co., LLC, sought Chapter 11 protection (Banks.
N.D. Georg. Case No. No. 20-61065-pwb) on Jan. 19, 2020.
The Debtors tapped KING & SPALDING LLP as counsel; SCROGGINS &
WILLIAMSON, P.C. as conflicts counsel; ALVAREZ & MARSAL as Interim
Management Provider; and PIPER JAFFRAY as Lead Investment Banker.
KURTZMAN CARSON CONSULTANTS LLC is the claims agent.
LAKEWAY PUBLISHERS: March 3 Hearing on Disclosure Statement
-----------------------------------------------------------
Judge Marcia Phillips Parsons has ordered that the hearing to
consider approval of the disclosure statement filed by LAKEWAY
PUBLISHERS, INC. and LAKEWAY PUBLISHERS OF MISSOURI, INC., will be
held on March 3, 2020, at 9:00 a.m., in the bankruptcy courtroom,
James H. Quillen United States Courthouse, 220 West Depot Street,
Greeneville, Tennessee.
Feb. 27, 2020, is fixed as the last day for filing and serving
written objections to the disclosure statement.
About Lakeway Publishers
Lakeway Publishers, Inc., is a multi-state publisher of newspapers,
magazines and special publications. Lakeway owns and operates
community newspapers and magazines in Tennessee, Missouri,
Virginia, and Florida. Lakeway Publishers was incorporated in 1966
and is based in Morristown, Tenn.
Lakeway Publishers, Inc., and affiliate Lakeway Publishers of
Missouri, Inc. each filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Tenn. Lead Case No. 19-51163) on
May 31, 2019. In the petitions signed by Jack R. Fishman,
president, Lakeway Publishers, Inc., disclosed $20,884,027 in
assets and $9,245,645 in liabilities while Lakeway Publishers of
Missouri listed $7,047,972 in assets and $9,206,193 in liabilities.
The Debtors tapped Quist, Fitzpatrick & Jarrard, PLLC, led by Ryan
E. Jarrard, as bankruptcy counsel; and Burnette Dobson & Pinchak,
as special counsel.
LEVEL 3 HOMES: Seeks to Hire Motschenbacher & Blattner as Counsel
-----------------------------------------------------------------
Level 3 Homes & Design, LLC seeks authority from the U.S.
Bankruptcy Court for the District of Oregon to hire Motschenbacher
& Blattner LLP as its general bankruptcy counsel.
As counsel, Motschenbacher will:
(a) assist the Debtor in the administration of the case,
(b) advise the Debtor with regard to its rights, powers and
duties as a debtor-in-possession,
(c) investigate and, if appropriate, prosecute on behalf of the
estate claims and causes of action belonging to the estate,
(d) advise the Debtor concerning alternatives for restructuring
its debts and financial affairs pursuant to a plan or, if
appropriate, liquidating its assets, and
(e) prepare the bankruptcy schedules, statements and lists
required to be filed by the Debtor under the Bankruptcy Code and
applicable procedural rules.
The firm will be compensated for the services of its professionals
with these rate:
Nicholas J. Henderson, partner - $425 per hour
Troy G. Sexton, associate - $350 per hour
Jeremy Tolchin, associate - $315 per hour
Sean Glinka, associate - $315 per hour
Legal assistants and paralegals - $85 to $150 per hour
The firm's retainer is $60,000, which amount includes the fee for
the Chapter 11 filing.
Mr. Henderson attests that Motschenbacher is a disinterested person
within the meaning of Section 101(14) of the Bankruptcy Code and
does not represent or hold any interest adverse to the interests of
the estate or of any class of creditors or equity security
holders.
The firm may be reached through:
Nicholas J. Henderson, Esq.
Motschenbacher & Blattner LLP
117 SW Taylor St., Ste. 300
Portland, OR 97204
Tel: 503-417-0500
Fax: 503-417-0521
E-mail: nhenderson@portlaw.com
About Level 3 Homes & Design
Level 3 Homes & Design, LLC offers general construction and
manufacturing of tiny homes. The company filed a Chapter 11
petition (Bankr. D. Or. Case No. 20-30271) on January 27, 2020.
On the Petition Date, the Debtor estimated between $1 million and
$10 million in both assets and liabilities. The petition was
signed by Jeremy Killian, member.
Motschenbacher & Blattner, LLP represents the Debtor as counsel.
LIVING CENTERS OF FRESNO: Taps David C. Johnston as Counsel
-----------------------------------------------------------
The Living Centers of Fresno, Inc., seeks approval from the U.S.
Bankruptcy Court for the Eastern District of California to employ
David C. Johnston as its counsel for the Chapter 11 proceedings.
As the Debtor's counsel, Mr. Johnston will provide these services:
(a) Giving the Debtor legal advice about various bankruptcy
options, including relief under Chapters 7 and 11 and legal advice
about non-bankruptcy alternatives for dealing with the claims
against it;
(b) Giving the Debtor legal advice about its rights, powers, and
obligations in the Chapter 11 case and in the management of the
estate;
(c) Taking necessary action to enforce the automatic stay and to
oppose motions for relief from the automatic stay;
(d) Taking necessary action to recover and avoid any
preferential or fraudulent transfers;
(e) Appearing with the Debtor's president at the meeting of
creditors, initial interview with the U.S. Trustee, status
conference, and other hearings held before the Court;
(f) Reviewing and if necessary, objecting to proofs of claim;
(g) Taking steps to obtain Court authority for the sale or
encumbrance of assets if necessary; and
(h) Preparing a plan of reorganization and a disclosure
statement and taking all steps necessary to bring a plan to
confirmation, if possible.
Mr. Johnston will be compensated at the usual hourly rate of $360,
which he charges for all legal matters he handles.
Mr. Johnston has represented the Debtor in a prior Chapter 11 case
filed in December 2017 in the Bankruptcy Court for the Eastern
District of California. In 2005, Mr. Johnston successfully
represented the Debtor's president and director, Troy D. Dorman, in
obtaining dismissal of an involuntary Chapter 7 petition filed
against him. Mr. Johnston also successfully represented an entity
owned by Mr. Dorman, Elan Senior Living, Inc., in obtaining
dismissal of an involuntary Chapter 7 petition filed against it.
The Debtor assures the Court that Mr. Johnston does not hold or
represent any interest adverse to the estate, and is a
disinterested person as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
David C. Johnston, Esq.
Attorney at Law
1600 G Street, Suite 102
Modesto, CA 95354
Tel: (209) 579-1150
Fax: (209) 579-9420
About The Living Centers of Fresno
The Living Centers of Fresno, Inc., sought Chapter 11 protection
(Bankr. E.D. Cal. Case No. 19-91111) on December 24, 2019. The
company previously filed a Chapter petition on December 1, 2017,
for which the Debtor requested dismissal after the foreclosure of
its 16-bed rehabilitation center.
David C. Johnson, Esq., at David c. Johnston serves as the Debtor's
counsel. Judge Ronald H. Sargis is assigned to the case.
MAGNOLIA PROPERTIES: Administrator Unable to Appoint Committee
--------------------------------------------------------------
The U.S. bankruptcy administrator on Feb. 4, 2020, disclosed in a
filing with the U.S. Bankruptcy Court for the Southern District of
Alabama that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Magnolia Properties LLC.
About Magnolia Properties
Magnolia Properties filed a voluntary Chapter 11 petition (Bankr.
S.D. Ala. Case No. 19-14180) on Nov. 27, 2019, and is represented
by Judson E Crump, Esq., at Judson E Crump, P.C. The Debtor was
estimated to have under $1 million in both assets and liabilities.
Judge Henry A. Callaway oversees the case.
MATCH GROUP: Moody's Assigns Ba2 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service assigned to Match Group, Inc. a
first-time Ba2 Corporate Family Rating and Ba2-PD Probability of
Default Rating. Concurrently, Moody's assigned Ba1 ratings to
Match's upsized $750 million revolving credit facility and $425
million term loan B, and a Ba3 rating to its proposed $500 million
senior unsecured notes. Moody's also assigned a SGL-1 Speculative
Grade Liquidity Rating. Match's existing senior unsecured notes
remain unchanged at Ba3. The rating outlook is stable.
On December 19, 2019, Match's parent, IAC/InterActiveCorp,
announced that its Board of Directors had approved the separation
of IAC and Match into two independent public companies. Under the
terms of the spin-off transaction, IAC's shareholders will receive
a direct ownership interest in Match proportionate to IAC's
existing 81% equity stake in Match. In connection with the
transaction, Match will retain IAC's $1.7 billion of unrated
exchangeable notes and associated hedging instruments, and pay a $3
per share cash consideration to Match's shareholders (including
IAC), totaling approximately $840 million.
Net proceeds from the new senior unsecured notes offering together
with cash balances will be used to pay the one-time distribution.
Match also launched an amendment to its bank credit agreement to
extend the tenor of its credit facilities and upsize the RCF to
$750 million from $500 million. The spin-off is expected to close
by the end of June 2020.
Following is a summary of the rating actions:
Assignments:
Issuer: Match Group, Inc.
Corporate Family Rating, Assigned Ba2
Probability of Default Rating, Assigned Ba2-PD
$750 Million Senior Secured Revolving Credit Facility due 2025,
Assigned Ba1 (LGD2)
$425 Million Senior Secured Term Loan B due 2027, Assigned Ba1
(LGD2)
$500 Million Senior Unsecured Notes due 2030, Assigned Ba3
(LGD4)
Speculative Grade Liquidity Rating, Assigned SGL-1
Ratings Unchanged:
$425 Million Senior Secured Term Loan B1 due 2022, Remains Ba2
(LGD3)
$400 Million 6.375% Senior Unsecured Notes due 2024, Remains Ba3
(LGD4)
$450 Million 5.000% Senior Unsecured Notes due 2027, Remains Ba3
(LGD4)
$350 Million 5.625% Senior Unsecured Notes due 2029, Remains Ba3
(LGD4)
Outlook Actions:
Issuer: Match Group, Inc.
Outlook, Assigned Stable
The assigned ratings reflect the pro forma capital structure at
transaction closing as publicly articulated by Match in December.
Ratings are subject to change should the capital mix be altered at
closing. Ratings are also subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's. Upon transaction close and
extinguishment of the existing term loan, Moody's will withdraw the
Ba2 rating and LGD assessment on Match's $425 million term loan B
maturing 2022.
RATINGS RATIONALE
Match's Ba2 CFR is forward-looking and based on the capital
structure at closing, which Moody's expects to occur in Q2 2020.
The Ba2 rating reflects the company's high growth profile that will
continue to benefit from strong secular adoption of online dating
and social networking apps to find romantic partners, friends and
business associates. It considers Match's scale and leading market
position as the number one online dating provider derived from its
portfolio of more than 45 brands including Tinder, the highest
grossing dating app globally. The company's dating apps have
benefited from high user engagement with approximately 9.8 million
average subscribers across more than 190 countries, creating a
strong "network effect". Since Q1 2017, Match has added
approximately 3.9 million average subscribers at a CAGR of 18.4%.
The rating is supported by a business model in which 97% of revenue
is recurring subscription or reoccurring micro-transactions. The
company also benefits from good geographic diversification with
roughly 47% of Match's revenue derived from overseas markets and
53% from the North America. Match has successfully leveraged its
dating apps into geographies with higher growth potential by
localizing and tailoring the content of its matchmaking apps to a
country's cultural norms and preferences. Further support is
provided by Match's disciplined investment and acquisition
strategy, consistent profitability, strong operating cash flow
generation and ability to de-lever from both EBITDA growth and
ample free cash flow generation to repay debt.
The Ba2 rating embeds Match's strong projected debt protection
measures for the rating category and track record of deleveraging
to its target leverage of under 3x net debt to EBITDA (as-reported)
via strong EBITDA growth. At transaction close in Q2 2020, Moody's
estimates pro forma financial leverage at roughly 5x total debt to
EBITDA (as calculated by Moody's) with free cash flow to adjusted
debt of approximately 16% (excluding the $840 million one-time
distribution). Moody's expects adjusted EBITDA margins (as
calculated by Moody's) in the 30%-35% area, supported by robust
revenue growth in the 12%-15% range. The company has publicly
committed to returning to under its 3x net leverage target within
18 months after the spin-off transaction closes (i.e., by year end
2021). Barring sizable debt-financed M&A, Moody's projects Match
will de-lever to the mid-3x area (as calculated by Moody's) by year
end 2021 mainly via strong EBITDA growth. With the change in
ownership upon close, Moody's anticipates a lower risk of outsized
dividend payments.
The Ba2 rating is constrained by Match's narrow business focus in a
highly competitive industry with revenue concentration in the
Tinder brand. Given minimal entry barriers, Match faces significant
competition from a multitude of smaller players, such as MagicLab,
which owns the number two mobile dating app, Bumble, and was
recently acquired by The Blackstone Group; as well as larger
players like Facebook, which launched its Facebook Dating mobile
app in the US in September.
Despite Match's solid growth trends, there may be periods when it
could experience weaker-than-expected revenue growth due to
heightened competition, lower ARPU, reduced user traffic or higher
customer churn, which constrains the rating. Additionally, margins
could experience pressure as Match invests in new geographies,
product development, customer acquisition, marketing and data
analytics to retain and attract subscribers to its dating apps. The
online dating market is also susceptible to sudden changes in
consumer engagement and rapidly evolving technology that could lead
to declines in user activity and impact payer conversion and
monetization. Given that Match's revenue is currently concentrated
in the Tinder brand, which accounts for nearly 60% of 2019 revenue,
this could become a concern if Tinder user engagement were to
weaken. Moody's expects Match to continue to invest in technology,
including machine learning and data science, as well as new product
features to sustain high consumer engagement.
The Ba2 rating also considers Match's litigation risk. The company
is currently a party to three major lawsuits involving marketing
practices, stock option valuation interference, and trademark and
intellectual property rights. Though the outcome of the lawsuits
are uncertain, they are a concern because they could lead to
sizable cash outlays as a result of an unfavorable ruling, and
involve substantial legal costs and diversion of management
resources that could impact operating results.
A social impact that Moody's considers in Match's credit profile is
the increasing usage of online dating and social networking
platforms that help users find potential matches for dating,
friendship and networking, which will continue to benefit Match and
support solid revenue and EBITDA growth fundamentals over the next
several years. Given that Match is entrusted with sensitive user
data, Moody's notes that potential data privacy breaches could
prompt some consumers to avoid using the company's dating apps
thereby increasing social risk. Offsetting this risk is the
company's continuing focus and increasing investment and training
in its information security, privacy and user safety programs
across all of its dating apps.
The SGL-1 Speculative Grade Liquidity Rating reflects the company's
very good internal liquidity supported by sizable free cash flow
generation owing to high free cash flow conversion in the 80%-90%
range (excluding the one-time distribution). Match's external
liquidity will be supported by the upsized $750 million undrawn
revolver, which provides ample alternate liquidity for growth
opportunities and M&A.
The stable outlook reflects Moody's expectation that Match will
experience organic revenue growth consistent with the online dating
industry's strong secular growth fundamentals. Moody's projects
Match will de-lever to around 3.6x total debt to EBITDA (as
calculated by Moody's) within 18 months after completing the
spin-off transaction driven primarily by solid EBITDA expansion.
The stable outlook also considers the company's "asset-lite"
operating model that facilitates meaningful free cash flow, which
Moody's projects to be in the $700 million to $800 million range
over the next year (excluding the one-time distribution).
Ratings could be upgraded if Match exhibits revenue growth and
EBITDA margin expansion leading to consistent retained cash flow to
net debt of at least 23% (Moody's adjusted) and leverage sustained
near 3x total debt to EBITDA (Moody's adjusted). Ratings could be
downgraded if a decline in revenue or higher operating expenses led
to EBITDA margin contraction or total debt to EBITDA sustained
above 4x (Moody's adjusted) 18 months after the spin-off
transaction closes. There would be downward pressure on ratings if
EBITDA were to weaken resulting in retained cash flow to net debt
sustained below 15% (Moody's adjusted).
Moody's Loss Given Default model excluded the exchangeable notes
given their equity-like feature and potential redemption via stock
in the future. Moody's also assumed minimal borrowings under the
revolver and applied a -1 notch override on the credit facilities'
ratings given the potential for a higher mix of secured debt in the
future to support acquisition activity or refinancing activity.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
MATTHEWS INTERNATIONAL: S&P Alters Outlook to Neg., Affirms BB ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Matthews International
Corp., a global provider of brand solutions (about 50% of 2019
revenues), funeral products (about 40%), and industrial
technologies (about 10%), to negative from stable and affirmed its
'BB' issuer credit rating. At the same time, S&P affirmed the 'B+'
issue-level rating on the company's $300 million in senior
unsecured notes. The '6' recovery rating, indicating expectations
for negligible (0%-10%; rounded estimate: 5%) recovery in the event
of default, remains unchanged.
S&P's negative outlook follows recent underperformance and an
increase in adjusted debt to EBITDA over the past year. Matthews
underperformed S&P's expectations and its own financial guidance
over the past year. Two material events in 2019 contributing to
this underperformance are the loss of high-margin photography
services with a brand client and revenue shortfall relating to a
customer's annual marketing budget. In addition, the funeral
products business performance was relatively flat over the past
year on a weak flu season. Although recent underperformance in the
branding segment primarily related to two customers, it's unclear
whether this indicates broader industry trends.
The negative outlook reflects credit measures that are currently
weak for the rating and a risk to S&P's base case of
low-single-digit revenue growth, stable EBITDA margins in the
mid-teens range, and prioritizing debt reduction. It also reflects
the risk that recent underperformance--primarily relating to two
customers--may indicate broader industry trends, leading to further
deterioration.
"We could lower our rating if the company's leverage remains above
4.5x for an extended period due to a deterioration in its
business--such as persistent revenue and EBITDA declines, adverse
product mix, or loss of key customers--or if management fails to
implement its cost-savings or debt reduction strategies. We could
also lower the rating if, unexpectedly, Matthews sustains
persistent deterioration, even with leverage declining to below
4.5x. Additionally, we could lower the rating if, unexpectedly, the
company fails to refinance the $560 million of secured debt
(including amounts outstanding on the revolver) maturing in April
2021, ahead of it becoming current within about three months from
now," S&P said.
"We could revise our outlook to stable if we gain confidence
Matthews will maintain leverage below 4.5x, which would require the
company to prioritize debt repayment over acquisitions and share
buybacks," the rating agency said.
MCBB CORP: Hires Martinez & Marinacci as Special Tax Counsel
------------------------------------------------------------
MCBB Corp. d/b/a Veritas Steak & Seafood, seeks authority from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Martinez & Marinacci, as special tax counsel to the Debtor.
The Debtor has ongoing disputes with the Internal Revenue Service
regarding certain alleged tax claims and with the Texas Comptroller
of Public Accounts regarding certain alleged sales tax claims.
MCBB Corp. requires Martinez & Marinacci to:
a. assess the alleged taxes due from a review of all tax
returns and documents and information related to those
returns;
b. assess the filing history of returns and the impact of that
history;
c. assess the payment history of the Debtor on the taxes;
d. investigate the facts and circumstances of the tax
situation;
e. advise the Debtor on proposals for resolution of the taxes;
f. negotiate with the IRS' representatives and/or attorneys
for an agreement on a claim amount and terms for payment of
that amount.
Martinez & Marinacci will be paid at the hourly rate of $275 to
$325.
Prior to the filing of the Chapter 11 case, the Debtor paid
Martinez & Marinacci the amounts of $4,503.60 on December 12, 2019,
$2,275 on September 24, 2019, and $1,787.50 on June 19, 2019.
Martinez & Marinacci will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Susan Martinez, partner of Martinez & Marinacci, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Martinez & Marinacci can be reached at:
Susan Martinez, Esq.
MARTINEZ & MARINACCI
56 Sugar Creek Center Blvd., Suite 200
Sugar Land, TX 77478
Tel: (832) 781-1040
About MCBB Corp. d/b/a Veritas Steak & Seafood
MCBB Corporation owns and operates a steak and seafood restaurant
in Sugar Land, Texas known as Veritas Steak & Seafood restaurant.
It has been in business since 2010 and has been operating since its
inception in the Sugar Land Town Pointe Center at Highway 59 and
Highway 6.
MCBB Corporation filed a voluntary Chapter 11 Petition (Bankr. S.D.
Tex. Case No. 19-37075) on December 30, 2019, and is represented by
Matthew B. Probus, Esq., at Wauson Probus. The Debtor reported
under $1 million in both assets and liabilities.
MCBB CORP: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
The Office of the U.S. Trustee on Feb. 4, 2020, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of MCBB Corp.
About MCBB Corporation
MCBB Corporation owns and operates a steak and seafood restaurant
in Sugar Land, Texas known as Veritas Steak & Seafood restaurant.
It has been in business since 2010 and has been operating since its
inception in the Sugar Land Town Pointe Center at Highway 59 and
Highway 6.
MCBB Corporation filed a voluntary Chapter 11 Petition (Bankr. S.D.
Tex. Case No. 19-37075) on Dec. 30, 2019, and is represented by
Matthew B. Probus, Esq., at Wauson Probus. The Debtor reported
under $1 million in both assets and liabilities. Judge Jeffrey P.
Norman oversees the case.
MESH SUTURE:Taps Barroso-Vicens of RSM Puerto Rico as Accountant
----------------------------------------------------------------
Mesh Suture, Inc., seeks permission from the Bankruptcy Court to
employ Doris Barroso-Vicens, CPA, CVA, CFF, CGMA, CIRA, from the
firm RSM Puerto Rico as its accountant.
Mrs. Barroso-Vicens will assist the Debtor with respect to:
(a) preparation or review of monthly operating reports required
by the Bankruptcy court,
(b) reconciliation of proofs of claim,
(c) preparation or review of the Debtor's projections,
(d) analysis of profitability of the Debtor's operations,
(e) assistance in the development or review of plan of
reorganization or disclosure statements,
(f) consultation on strategic alternatives and developments of
business plans,
(g) any other consulting and expert witness services relating to
various bankruptcy matters such as insolvency, feasibility forensic
accounting, etc., as necessary.
Compensation for professional services to be rendered is agreed as
follows:
* in the case of a partner, a rate from $200 to $300 per hour
(Mrs. Doris Barroso-Vicens' current hourly rate of $245), plus any
costs and expenses;
* in the case of managers, a rate from $145 to $184 per hour,
plus any costs and expenses;
* in the case of seniors, a rate from $75 to $90 per hour, plus
any costs and expenses;
* in the case of staff, a rate from $65 to $75 per hour, plus any
costs and expenses.
The hourly rates increase at approximately 1% every June 1.
The Debtor assures the Court that the accountant is a disinterested
person and her employment is in the best interest of the estate.
The firm can be reached through:
Doris Barroso-Vicens, CPA, CVA, CFF, CGMA, CIRA
RSM Puerto Rico, Certified Public Accountants and Consultants
Reparto Loyola, 1000 San Roberto
San Juan, PR 00926
Postal Address:
P.O. Box 10528
San Juan PR 00922-0528
About Mesh Suture, Inc.
Mesh Suture, Inc., a manufacturer of medical equipment and supplies
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. P.R. Case No. 20-00031) on Jan. 9, 2020. At the time of the
filing, the Debtor disclosed $9,133,930 in assets and $1,486,431 in
liabilities. Carmen D. Conde Torres, Esq., at C. Conde & Assoc.,
is the Debtor's legal counsel.
MOTIVA PERFORMANCE: Proposes Sale of Inventory
----------------------------------------------
Motiva Performance Engineering, LLC, asks the U.S. Bankruptcy Court
for the District of New Mexico to authorize the sale of personal
property, as part of the Motiva/Armageddon kits.
As disclosed on the Debtor's Schedule A/B filed herein, the estate
owns certain personal property (total Inventory on hand and sold =
$138,815) described as follows:
a. Current inventory for MOT-ARM GM Truck boxes referred to in
the Judgement (Inventory) is 52 units at a Purchase Order cost of
$1,695 each. Total sold since Dec. 4, 2018 are 28 also at a cost of
$1,695. The total value of the MOT-ARM GM Truck boxes on hand and
sold is 70 units at $1,695 = $118,650.
b. Current inventory for MOT-ARM Mustang boxes referred to in
the Judgement (Inventory) is 4 units at a Purchase Order cost of
$2,595 each. Total sold since Dec. 4, 2018 are 3 also at a cost of
$2,595. The total value of the MOT-ARM Mustang boxes on hand and
sold is 7 units at $2,595 = $18,165.
Prior to the filing of the Bankruptcy Petition, the Debtor was the
Defendant in Case No. D-202-CV-2017-01393, Creig Butler, Plaintiff,
v. Motiva Performance Engineering, LLC, Defendant, Second Judicial
District Court, County of Bernalillo, State of New Mexico. In
December of 2018, after entry of Judgment in the State Court
Lawsuit and after execution on the Debtor's bank accounts
pre-petition, the Debtor ceased doing business.
On Oct. 28, 2018, in conjunction with collection litigation, the
Court in the State Court Lawsuit entered its "Court Findings of
Fact and Conclusions of Law," in which the Court found that the
Inventory (among other personal property) is owned by the Debtor.
As a result of this infusion of property into the ownership of the
Debtor, the Debtor proposes to sell the Inventory on the terms set
forth, free and clear of liens, claims and interests, with such
liens, claims and interests to attach to the proceeds of sale, for
the purpose of administering and liquidating an asset of the estate
for the benefit of the Debtor, the creditors and the estate.
The Debtor believes that the Inventory has little if any value if
liquidated in its current state, possibly only scrap value. As
part of a turbo "kit," however, the Debtor believes that the
Inventory may have significant value.
Pre-petition, Creditor Armageddon High Performance Solutions, LLC
asserted ownership of the Inventory, and disputes the "Court
Findings of Fact and Conclusions of Law" entered in the State Court
Lawsuit in which the State Court found that the Inventory is owned
by the Debtor. However, while reserving its rights, claims and
defenses, Armageddon has agreed to enter into an informal joint
venture with the Debtor for the assembly packaging, marketing and
sale of the Inventory.
Under this proposal, Armageddon has agreed to assemble the kits
using the Inventory as one of the components, and has agreed to
market the fully completed kits. Upon the sale of each of the
MOT-ARM GM1500 kits, the Debtor will receive $1,695. Upon the sale
of each of the Mustang MOT-ARM kits, the Debtor will receive
$2,595. Such funds will be deposited into the DIP account and will
be fully accounted for by the Debtor.
Creditor Creig Butler claims a lien on the Inventory, which the
Debtor disputes. The Debtor is unaware of any other claimed liens
on the Inventory. The Debtor asks permission to sell the Inventory
free and clear of the claimed lien of Creig Butler, and that such
claimed lien, and any other unknown liens, claims and interests of
any kind whatsoever, will attach to the proceeds of sale.
The Debtor believes that granting this Motion is in the best
interest of the bankruptcy estate in order to maximize the value of
the Inventory for creditors. The Debtor will file a Report of Sale
with the Court, either periodically as the kits are sold or in a
consolidated form upon the sale of all of the kits.
About Motiva Performance Engineering
Motiva Performance Engineering, LLC, based in Albuquerque, New
Mexico, owns and operates an automotive performance, repair and
dynamometer facility in Albuquerque.
Motiva Performance filed for Chapter 11 bankruptcy (Bankr. D.N.M.
Case No. 19-12539) on Nov. 1, 2019. In the petition signed by
David Rochau, authorized representative, the Debtor was estimated
to have $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. The Hon. David T. Thuma oversees the case.
Lawyers at Walker & Associates, P.C., serve as counsel to the
Debtor.
MY KIDZ DENTIST CARROLLTON: Sapphire Buying All Assets for $3M
--------------------------------------------------------------
My Kidz Dentist of Carrollton PC asks the U.S. Bankruptcy Court for
the Northern District of Georgia to authorize the sale of all
assets to Sapphire Venture Capital, LLC for $3 million.
A critical component to the success of the Debtor's Chapter 11 case
is the liquidation and sale of its assets to pay debts. The
Debtor, and its affiliates (My Kidz Dentist of Fayetteville, LLC
and My Kidz Dentist PC) propose to sell all of their assets to a
third party, for a total purchase price of $3 million.
The Debtor estimates that the Dental Practices would have a fair
market value of approximately $6 million were they not in
bankruptcy and have all of the associated long-term debt.
The Purchaser has agreed to pay a total of $3 million to purchase
all of the assets of the Dental Practices. The purchase price will
be paid as follows: $1 million upon closing of the purchase
agreement, $1 million on the one-year anniversary of the closing
and an additional $1 million on the second anniversary of the
closing. The Purchaser desires to close on Feb. 1, 2020.
By the Motion, the Debtor asks entry of an Order to sell the Assets
under the terms and conditions set forth in the Letter of
Intent/Asset Purchase Agreement. ProABC, LLC will assist the sale
as broker under the terms set forth in the APA dated Jan. 17, 2020.
Neither Debtor, nor its principals have any personal or business
relationship with ProABC or its principals. The Broker will be
paid a commission equal to 10% which will be paid upon receipt of
each installment directly to the Broker.
The Debtor does not believe that further efforts to market the
Assets or sell the Assets at auction will result in any significant
net increase to the estate, after accounting for the marketing
costs and the costs of selling the Assets at auction.
The Debtor proposes to remit all net proceeds after payment of
normal, customary, and necessary commissions, closing costs, taxes,
consistent with the APA, to its counsel to be held in escrow
pending further order of the Court.
The sale of the Assets is integral to the Debtor's Chapter 11
bankruptcy case and to fulfill its obligations under contemplated
plan of repayment and reorganization. So long as it continues to
own the Assets, it is incurring obligations maintaining the
business, personal property taxes, insurance, and maintenance
costs. Disposition of the Assets will provide needed cash to the
estate and reduce the debt obligation owed, thereby permitting the
Debtor to restructure or pay off the remaining debt obligations.
The Debtor asks that the Court waives the requirements of
Bankruptcy Rule 4001(b)(2) and schedule a preliminary hearing as
soon as possible. It is necessary for the Debtor to sell its
assets as soon as possible so to satisfy the claims of its
creditors. The Debtor has an opportunity to sell its assets on
Feb. 1, 2020.
A copy of the Agreement is available at https://tinyurl.com/wvfj7x6
from PacerMonitor.com free of charge.
About My Kidz Dentist
Pediatric dental clinics My Kidz Dentist PC, My Kidz Dentist of
Carrollton and My Kidz Dentist of Fayetteville LLC filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case Numbers 19-12506, 19-12507 and 19-12508,
respectively) on Dec. 13, 2019.
In the petitions signed by Dr. Lona Bibbs-Walker, authorized
representative, My Kidz Dentist PC disclosed $6,266,597 in assets
and $2,789,640 in liabilities; My Kidz Dentist of Carrollton
dislcosed $3,202,708 in assets and $1,407,183 in liabilities; and
My Kidz Dentist of Fayetteville disclosed $6,106,233 in assets and
$902,443 in liabilities.
Ian M. Falcone, Esq., at The Falcon Law Firm, P.C., is the Debtors'
legal counsel.
NCK DYNAMICS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: NCK Dynamics LLC
DBA Matteson Elite Car Wash
20606 S. Cicero Ave.
Matteson, IL 60443
Business Description: NCK Dynamics LLC is a privately held company
in the car wash business.
Chapter 11 Petition Date: February 6, 2020
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 20-03479
Judge: Hon. Carol A. Doyle
Debtor's Counsel: Jason J. Ben, Esq.
GOLDSTEIN & MCCLINTOCK LLLP
111 W Washington Street
Suite 1221
Chicago, IL 60602
Tel: (312) 337-7700
E-mail: jasonb@goldmclaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christine Kalamir, member and authorized
representative.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/jepOqb
NEW SCHOOL OF COOKING: Hires Bent Caryl & Kroll as Special Counsel
------------------------------------------------------------------
The New School of Cooking, Inc. seeks authority from the U.S.
Bankruptcy Court for the Central District of California (Los
Angeles) to employ Bent Caryl & Kroll, LLP as the its special
litigation counsel, effective Jan. 15, 2020.
The Debtor wishes to employ Caryl as its special litigation counsel
to represent it in its state court action styled The New School of
Cooking, Inc. v. Christopher Becker filed in the Superior Court of
California, County of Los Angeles.
The Debtor requires Bent Caryl to:
(i) represent the Debtor in its State Court Action including
prosecution of the Debtor's Complaint and defense of Becker's
Cross-Complaint; and
(ii) represent and counsel of any related matters to the
Complaint or Cross-Complaint commenced by or against the Debtor in
state court, provided that such litigation is within the counsel's
expertise and subject to further engagement agreement with terms
acceptable to the Debtor and the counsel.
Bent Caryl's current hourly rate for Jesse M. Caryl, Esq. and its
other partners is $285. Associate and Of Counsel hourly rates are
$250 per hour and the hourly rate for paralegals is $75 per hour.
Bent Caryl is disinterested as that term is defined in Bankruptcy
Code Section 101(14) and represents no interest adverse to the
Debtor or its Estate, according to the court filings.
The counsel can be reached at:
Jesse M. Caryl, Esq.
Bent Caryl & Kroll, LLP
6300 Wilshire Boulevard, Suite 1415
Los Angeles, CA 90048
Tel: (323) 315-0510
Fax: (323) 774-6021
About The New School of Cooking, Inc.
The New School of Cooking, Inc. --
https://www.newschoolofcookingla.com/ - is a culinary school that
teaches contemporary cooking and baking techniques.
The New School of Cooking, Inc. filed a voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
20-10484) on Jan. 15, 2020. In the petition signed by Eric P.
Ashenberg, chief executive officer. the Debtor estimated $100,000
to $500,000 in assets and $1 million to $10 million in liabilities.
Crystle J. Lindsey, Esq. at WEINTRAUB & SELTH, APC, represents the
Debtor as counsel.
NEW SCHOOL OF COOKING: Hires Weintraub & Selth as Legal Counsel
---------------------------------------------------------------
The New School of Cooking, Inc. seeks authority from the U.S.
Bankruptcy Court for the Central District of California (Los
Angeles) to employ Weintraub & Selth, APC as its general bankruptcy
counsel.
Services to be rendered by the counsel are:
1. advice concerning the Debtor's rights, powers, and duties
under Section 1103 of the Bankruptcy Code;
2. advice concerning all general administrative matters in the
Bankruptcy Case and dealings with the Office of the United States
Trustee;
3. representation of the Debtor at all hearings before the
United States Bankruptcy Court involving the Debtor in its capacity
as debtor-in-possession and as reorganized debtor, as applicable,
unless the Debtor is represented in that proceeding or hearing by
other/special counsel;
4. prepare on the Debtor's behalf, as debtor in possession,
all necessary schedules and amendments thereto, applications,
motions, orders and other legal papers;
5. advice to the Debtor regarding matters of bankruptcy law,
including the Debtor's rights and remedies with respect to assets
of the Debtor's bankruptcy estate and creditor claims;
6. represent the Debtor with regard to all contested matters;
7. represent the Debtor in any litigation commenced by, or
against, the Debtor, provided that such litigation is within the
Debtor's expertise and subject to a further engagement agreement
with the Debtor on terms acceptable to the Debtor and the Firm;
8. represent the Debtor with regard to the preparation of a
disclosure statement and the negotiation, preparation and
implementation of a plan of reorganization;
9. analyse any secured, priority or general unsecured claims
that have been filed in this Bankruptcy Case;
10. negotiate with the Debtor's secured and unsecured creditors
regarding the amount and payment of claims;
11. object to claims as may be appropriate; and
12. perform of all other legal services for the Debtor, in its
capacity as debtor in possession, as may be necessary.
Weintraub & Selth's hourly rates are:
Daniel J. Weintraub $595
James R. Selth $520
Crystle J. Lindsey $450
Paraprofessionals $250
Legal Assistants $150 to $175
Daniel J. Weintraub, president of Weintraub & Selth, APC, attests
that his firm does not hold or represent any interest adverse to
the Debtor or the Estate, and is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The counsel can be reached through:
Daniel J. Weintraub, Esq.
James R. Selth, Esq.
Crystle J. Lindsey, Esq.
WEINTRAUB & SELTH, APC
11766 Wilshire Boulevard, Suite 1170
Los Angeles, CA 90025
Tel: (310) 207-1494
Fax: (310) 442-0660
Email: crystle@wsrlaw.net
About The New School of Cooking, Inc.
The New School of Cooking, Inc. --
https://www.newschoolofcookingla.com/ - is a culinary school that
teaches contemporary cooking and baking techniques.
The New School of Cooking, Inc. filed a voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
20-10484) on Jan. 15, 2020. In the petition signed by Eric P.
Ashenberg, chief executive officer. the Debtor estimated $100,000
to $500,000 in assets and $1 million to $10 million in liabilities.
Crystle J. Lindsey, Esq. at WEINTRAUB & SELTH, APC, represents the
Debtor as counsel.
NSK GROUP: Seeks to Hire Bilenka Law Firm as Counsel
----------------------------------------------------
NSK Group, Inc., seeks authority from the U.S. Bankruptcy Court for
the Central District of California to employ Bilenka Law Firm, as
counsel to the Debtor.
NSK Group requires Bilenka Law Firm to:
a. represent the Debtor at the Initial Debtor Interview;
b. represent the Debtor at its meeting of creditors pursuant
to the Bankruptcy Code, or any continuance thereof;
c. represent the Debtor at all hearings before the U.S.
Bankruptcy Court involving the Debtor as debtor in
possession and as reorganized debtor, as applicable;
d. prepare on behalf of the Debtor, as debtor-in-possession
all necessary applications, motions, orders, and other
legal papers;
e. advise the Debtor regarding matters of bankruptcy law,
including the Debtor's rights and remedies with respect to
the Debtor's assets and the claims of its creditors;
f. represent the Debtor with regard to all contested matters;
g. represent the Debtor with regard to the preparation of a
disclosure statement and the negotiation, preparation, and
implementation of a plan of reorganization;
h. analyze any secured, priority, or general unsecured claims
that have been filed in the Debtor's bankruptcy case;
i. negotiate with the Debtor's secured and unsecured creditors
regarding the amount and payment of their claims;
j. object to claims as may be appropriate; and
k. perform all other legal services for the Debtor as debtor-
in-possession as may be necessary, other than adversary
proceedings which would require a further written
agreement.
Bilenka Law Firm will be paid at the hourly rate of $250.
Bilenka Law Firm received a prepetition retainer in the sum of
$7,500 from the Debtor's President, Kambiz Khalili, inclusive of
the $1,717 filing fee. The Firm deducted the sum of $2,950 for
services rendered, and $1,799, for cost incurred, and leaving a
balance of $2,751 held in the Firm's trust account.
Bilenka Law Firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Kateryna Bilenka, partner of Bilenka Law Firm, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Bilenka Law Firm can be reached at:
Kateryna Bilenka, Esq.
BILENKA LAW FIRM
2600 West Olive Avenue, Suite 500
Burbank, CA 91505
Tel: (818) 669-9900
E-mail: katya@bilenkalaw.com
About NSK Group Inc.
NSK Group, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Cal. Case No. 20-10014) on Jan. 3, 2020, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Kateryna Bilenka, Esq., at Bilenka Law Firm.
NUVECTRA CORP: Unsecureds Paid From GUC Recovery
------------------------------------------------
Nuvectra Corporation (the “Debtor”) filed with the United
States Bankruptcy Court a voluntary petition f
or relief under chapter 11 of title 11 of the United States Code,
11
U.S.C. §§ 101 et seq.
On November 26, 2019, after interviewing several investment banking
candidates, the Debtor retained Stout to lead the Debtor’s
postpetition sale process. Since its retention, Stout has, among
other things: (i) managed the Debtor’s data room, providing
access to multiple parties that have executed confidentiality
agreements; (ii) identified approximately sixty (60) potential
buyers, including strategic and financial parties (approximately
75% of the parties contacted were previously contacted by Piper in
the prior sale process); and (iii) has directly interfaced with
multiple additional parties that have expressed interest in
acquiring the Debtor’s assets.
To comply with the milestones set forth in the Second Interim Cash
Collateral Order, on December 20, 2019, the Debtor filed a motion
with the Bankruptcy Court seeking approval of, among other things,
bid procedures (the “Bid Procedures”) for the marketing and
potential sale of the Debtor’s assets [Dkt. No. 110]. Following
an uncontested hearing held on January 9, 2020, the Bankruptcy
Court entered the Procedures Order approving the Bid Procedures on
January 13, 2020 [Dkt. No. 169]. Pursuant to the Bid Procedures
approved by the Court, the deadline for a stalking-horse bidder to
enter into a purchase agreement with the Debtor in order to be
entitled to bid protections in the form of a break-up fee and
expense reimbursement is February 7, 2020. An auction of the
Debtor’s assets is currently scheduled for February 27, 2020.
The Debtor's cash on hand, the sale proceeds, and any other cash
received or generated by the Debtor or the Plan Administrator, as
applicable, will be used to fund the distributions to holders of
allowed claims.
The Plan proposes to treat claims and interests as follows::
* Class 2. Secured Parties' Claim. IMPAIRED. The Holders of
the Allowed Secured Parties' Claim will receive distributions up to
the Allowed Secured amount and, at the election of the Secured
Parties, the return of any Collateral securing the Allowed Secured
Parties' Claim that exists as of the Effective Date; provided,
however, that any Collateral that the Secured Parties elect not to
have returned to them, will vest in the Wind-Down Estate (subject
to the Secured Parties' Liens) and be liquidated by the Plan
Administrator, with the proceeds therefrom distributed to the
Secured Parties up to the Allowed Secured amount of the Secured
Parties' Claim.
* Class 4. General Unsecured Claims. IMPAIRED. Each Holder of an
Allowed General Unsecured Claim will receive a pro rata
distribution of the "GUC Recovery". Class 4 General Unsecured
Claims will include the Secured Parties’ Deficiency Claims (if
any).
* Class 5. Equity Interests. IMPAIRED. All Equity Interests in
the Debtor shall be deemed canceled upon the Effective Date.
A full-text copy of the Disclosure Statement dated January 29,
2020, is available at https://tinyurl.com/tfqrax3 from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Ryan E. Manns
Toby L. Gerber
Laura L. Smith
Shivani P. Shah
NORTON ROSE FULBRIGHT US LLP
2200 Ross Avenue, Suite 3600
Dallas, Texas 75201-7932
Telephone: (214) 855-8000
Facsimile: (214) 855-8200
About Nuvectra Corporation
Nuvectra Corporation -- http://www.nuvectramed.com/-- operates as
a neurostimulation medical device company. The Algovita Spinal
Cord Stimulation (SCS) System is the Company's first commercial
offering and is CE marked and FDA approved for the treatment of
chronic intractable pain of the trunk and/or limbs. The Company's
innovative technology platform also has capabilities under
development to support other indications such as sacral
neuromodulation (SNM) for the treatment of overactive bladder, and
deep brain stimulation (DBS) for the treatment of Parkinson's
Disease.
Nuvectra filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Tex. Case No. 19-43090) on Nov. 12, 2019. In the petition signed
by CEO Fred B. Parks, the Debtor was estimated to have $10 million
to $50 million in both assets and liabilities. The Hon. Brenda T.
Rhoades oversees the case. The Debtor is represented by Ryan E.
Manns, Esq. and Toby L. Gerber, Esq. at Norton Rose Fulbright US
LLP.
The Office of the U.S. Trustee on Nov. 21, 2019, appointed
creditors to serve on the official committee of unsecured
creditors. The committee is represented by Barnes & Thornburg LLP.
OCTAVE MUSIC: S&P Rates New $315MM Sr. Secured Credit Facility 'B'
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to The Octave Music Group Inc.'s proposed $315
million senior secured credit facility. The '3' recovery rating
indicates its expectation of meaningful (50%-70%; rounded estimate:
55%) recovery of principal in the event of a payment default.
Octave's proposed senior secured credit facility comprises an
undrawn $25 million revolver and $290 million term loan. The
company plans to use the proceeds from the transaction alongside
available cash to refinance its existing capital structure
comprising an undrawn $25 million revolver, the outstanding $231
million of the first-lien term loan, and the $67.5 million
second-lien term loan. While this transaction extends the company's
maturity profile, S&P believes this refinancing will lower the
recovery prospects for the remaining single-debt tranche relative
to its estimated enterprise value in a hypothetical default
scenario, resulting in a lower issue-level rating of 'B'.
"Our 'B' issuer credit rating and stable outlook reflect our
expectation that the company will continue to generate free
operating cash flow (FOCF) to debt above 5% under the proposed
capital structure supported by its leading digital jukebox product
and service offerings and multiyear licensing agreements. Our view
of the business also incorporates its narrow business focus,
intense industry competition, and secular pressures facing its
brick-and-mortar client base," S&P said.
"We could lower the rating if we believe the company will sustain
leverage above 6x, FOCF to debt below 5%, or its margin of
compliance decreases below 15%. We could raise the rating if the
company reduces leverage below 5x on a sustained basis, with a
commitment to a less aggressive financial policy," the rating
agency said.
ISSUE RATINGS—RECOVERY ANALYSIS
Key analytical factors:
-- S&P's simulated default scenario contemplates a hypothetical
default resulting from a confluence of factors such as high debt
leverage, increased competition from new or existing services,
decreased volumes as a result of an economic recession, and lower
bar and restaurant venue traffic.
-- S&P believes the company's lenders would pursue a
reorganization rather than a liquidation in a hypothetical default
due to the company's broad service distribution, well-established
operator network, and technology capabilities.
-- Octave's proposed capital structure consists of an undrawn $25
million senior secured revolving credit facility maturing in 2024
and a $290 million senior secured term loan maturing in 2025.
-- Octave is the borrower of the senior secured debt facility. All
of the company's material domestic subsidiaries guarantee the debt,
which benefits from a lien on substantially all of the U.S. assets
of the borrower and guarantors, and 65% of the capital stock of
each foreign subsidiary.
-- Other default assumptions include an 85% draw on the revolving
credit facility, LIBOR is 2.5%, and all debt amounts include six
months of prepetition interest.
Simulated default assumptions:
-- Year of default: 2023
-- EBITDA at emergence: about $35 million
-- Implied enterprise value multiple: 5.5x
Simplified waterfall:
-- Net enterprise value (after 5% administrative expenses): about
$185 million
-- Estimated senior secured debt claims: about $310 million
-- Recovery range: 50%-70% (rounded estimate: 55%)
OL RIVER HIDEAWAY: Seeks to Employ David T. Cain as Counsel
-----------------------------------------------------------
Ol River Hideaway, LLC seeks authority from the U.S. Bankruptcy
Court for the Western District of Texas to employ David T. Cain,
attorney at law, as its legal counsel.
Mr. Cain will provide the Debtor with these services:
(a) advise the Debtor as to its rights, duties and powers as
debtor-in-possession,
(b) prepare and file any statements, schedules, plans and other
documents or pleadings, which the Debtor needs to file in its
Chapter 11 proceedings,
(c) represent the Debtor at all hearings, meetings of creditors,
conferences, trials, and other proceedings in its case, and
(d) perform other legal services as may be necessary.
The Debtor proposes to compensate Mr. Cain at the rate of $300 per
hour.
David T. Cain attests he has no connection with the Debtor,
creditors, or any other party in interest, or their respective
attorneys or accountants, except that the attorney is acquainted
with the Debtor's management, and is familiar with the Debtor's
business operation and financial affairs, and does not hold or
represent an interest adverse to the estate with respect to the
matters on which the attorney is employed.
The firm can be reached through:
David T. Cain, Esq.
8626 Tesoro Dr., Ste. 811
San Antonio, TX 78217
Tel: (210) 308-0388
Fax: (210) 503-5033
Email: caindt@swbell.net
About Ol River Hideaway
Ol River Hideaway, LLC sought Chapter 11 protection (Bankr. W.D.
Tex. Case No. 20-50001) on January 2, 2020, listing under $50,000
in assets and $100,001 to $500,000 in liabilities. The Debtor is
represented by the Law Office of David T. Cain.
OZ INDUSTRIES: Selling Truck & Trailer for $6.8K
------------------------------------------------
Oz Industries, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to authorize the sale of the following
personal property: (i) 2004 Chevy 1 Ton Flat Bed Truck to TC Tree
Service for $3,000; and (ii) 2015 Kaufman Gooseneck Trailer to
Janis Mroz for $3,800, both subject to overbid.
Prior to filing bankruptcy, the Debtor operated a dealership for
sales and service of golf carts and other four-wheel vehicles. The
Debtor ceased all operations prior to the commencement of the case
and the Chapter 11 proceeding was filed solely for the purpose of
effecting an orderly liquidation of its remaining assets, including
certain real property located in Almont, Michigan and a small
amount of personal property, including an aging vehicle.
The real and personal property of the estate is encumbered by the
mortgage and lien of Tri-County Bank, which recently asserted that
it has a presently outstanding principal balance of $459,386. As
reflected in the Debtor's Schedules, the personal property of the
estate is further encumbered by junior liens in favor of the State
of Michigan and potentially TCF Inventory Finance, Inc., which
holds a judgment lien recorded in Lapeer County.
The Debtor's personal property is listed in line 47 and line 50 of,
and the itemized list attached as an exhibit to, of the Schedule
A/B filed with the Court on Nov. 21, 2019. Line 47 lists the
following vehicles: (i) 2004 Chevy 1 Ton Flat Bed Truck; and (ii)
2015 Kaufman Gooseneck Trailer. The exhibit to line 50 of the
Schedules is Exhibit A.
Prior to the commencement of these proceeding, the Debtor engaged
the services of R.J. Montgomery & Associates, Inc. to perform an
appraisal of the personal property of the estate listed in Exhibit
A. As of Oct. 14, 2019, the appraised fair market value of the
items listed in Exhibit A, which did not include the truck or
trailer, was $8,555. Also prior to the commencement of these
proceedings, the Debtor attempted to locate purchasers for the
personal property described, and was without any success.
The Debtor recently received an offer to purchase the 2004 Chevy 1
Ton Flat Bed Truck from TC Tree Service, which has offered to
purchase the truck for the sum of $3,000. It has accepted the
offer subject to further competitive bidding and Court approval.
The Chevy 1 Ton Flat Bed Truck will be sold as is and where is,
without representation or warranties, whether expressed or implied,
including, but not limited to, any warranties of merchantability,
fitness for a particular purpose or habitability.
The Debtor has also received an offer from Janis Mroz to purchase
the 2015 Kaufman Gooseneck Trailer and the items listed on the
inventory and consisting of all the remaining personal property of
the Debtor. Ms. Mroz is the spouse of David Mroz, who is the
former principal of the Debtor and the DIP in these proceedings.
Ms. Mroz has offered the estate the sum of $3,800. The Debtor has
accepted the offer subject to further competitive bidding and Court
approval. The trailer and other personal property will be sold as
is and where is, without representation or warranties, whether
expressed or implied, including, but not limited to, any warranties
of merchantability, fitness for a particular purpose or
habitability.
Neither the sale of the truck nor the sale of the trailer and other
personal property will incur any broker or auctioneer's commissions
or other fees and 100% of the proceeds are available to pay down
the secured claim of Tri-County Bank, the senior secured creditor
in the case.
The liens held by Tri-County Bank in the property to be sold will
attach to the net proceeds of the proposed sale.
Following the completion of the sale(s), the Debtor asks authority
to remit the entire proceeds of the sale(s) to Tri-County Bank, as
the senior lienholder of the property being sold. As indicated
above, the secured claim of Tri-County substantially exceeds the
amount of proceeds to be received from the proposed sale(s).
Immediately remitting over the proceeds will reduce the accrual of
interest on the secured claim of Tri-County, and there is
essentially no reason for the Debtor to hold the sale proceeds, as
it has no ongoing expenses of operation.
A copy of the Exhibit A is available at https://tinyurl.com/tlmvnnp
from PacerMonitor.com free of charge.
About Oz Industries
Oz Industries, LLC, is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)). The Company owns a
commercial property located at 780 N. Van Dyke Road in Almont, MI
48003 having an appraised value of $500,000.
Oz Industries filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mich. Case No. 19-32761) on Nov. 21, 2019. In the petition
signed by David Mroz, sole member, the Debtor disclosed $514,555 in
total assets and $1,236,643 in total liabilities. The Hon. Joel D.
Applebaum oversees the case. The Debtor is represented by Mark H.
Shapiro, Esq., at Steinberg
Shapiro & Clark.
PALM HEALTHCARE: Interloc Selling Delray Beach Property for $1.1M
-----------------------------------------------------------------
Interloc Properties, LLC, an affiliate of Palm Healthcare Co.,
Inc., asks the U.S. Bankruptcy Court for the Southern District of
Florida to authorize the sale of the real property located at 160
SE 6th Ave A1, Delray Beach, Florida to Surplus Giant, Inc. for
$1.125 million.
The Debtor is a real estate rental and maintenance company and
operates out of 1177 George Bush, Suite 400 Delray Beach, Florida.
On Nov. 8, 2019, the Debtor entered into a Commercial Contract for
the sale of the Property to Surplus Giant for $1.125 million. A
$20,000 deposit has been paid and the Contract is due to close on
Jan. 31, 2020.
The 2018 tax appraised value of the Property is $510,475 and the
Property was purchased in April, 2004 for $950,000. It is an
arms'-length transaction. The Contract provides for a 1% broker's
commission to the Seller's broker, Delray One Realty, an additional
1% broker's commission to the Seller's cooperating broker,
Balistreri Realty, and a 1% commission to the Buyer's broker,
George Allterton. The brokers are disinterested third parties.
The Debtor previously sought authorization from the Court to sell
the Property on two prior occasions. Neither sale closed. The The
Debtor asks approval and authorization from the Court to proceed
with the sale free and clear of any liens, claims, interests,
encumbrances, with any such liens, claims and encumbrances to
attach to the proceeds of sale. It asks approval to pay all
necessary and customary closing costs in connection with the sales
and to pay the brokers' commissions described.
Fifth Third Bank is the holder of a first mortgage on the Property.
The Debtor asks authorization to pay the net sales proceeds from
the sale to Fifth Third Bank. The current debt due to Fifth Third
Bank is approximately $17 million and the net sales proceeds paid
to Fifth Third Bank from the sale of approximately $1 million, will
reduce the Debtor's ongoing interest obligations. The Debtor
believes that the value of the remaining collateral for the debt to
Fifth Third Bank exceeds the amount due.
As the contract requires a closing on Jan. 31, 2020, the Debtor
asks that the stay imposed by Bankruptcy Rule 6004(h) be waived.
A copy of the Contract is available at https://tinyurl.com/wnl6qgz
from PacerMonitor.com free of charge.
About Palm Healthcare Co.
Palm Healthcare Company -- http://palmhealthcare.com-- owns and
operates an addiction treatment center in Delray Beach, Florida.
The Company's treatment programs are structured as a combination of
12-Step model, cognitive therapy, behavioral therapy, holistic
modalities and aftercare services.
Palm Healthcare Company (Bankr. S.D. Fla. Case No. 19-19156) and
affiliates Palm Partners, LLC (Bankr. S.D. Fla. Case No. 19-19161),
Interloc Properties, LLC (Bankr. S.D. Fla. Case No. 19-19163), and
Miami Real Estate Trust, LLC (Bankr. S.D. Fla. Case No. 19-19164),
sought Chapter 11 protection on July 11, 2019. The cases are
assigned to Judge Erik P. Kimball.
In the petitions signed by Peter Harrigan, president, Palm Partners
was estimated to have assets in the range of $0 to $50,000, and $1
million to $10 million in debt; and Palm Healthcare was estimated
to have assets and liabilities in the range of $0 to $50,000.
The Debtors tapped Robert C. Furr, Esq., at Furrcohen P.A., as
counsel.
PARSLEY ENERGY: Moody's Rates New $400MM Unsec. Notes Due 2028 Ba3
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Parsley Energy
LLC's proposed $400 million senior unsecured notes issue due 2028.
Proceeds from the offering will be used to redeem its $400 million
senior unsecured notes issue due 2024. None of Parsley's other
ratings are affected by the note issuance. The outlook is stable.
Debt List
Assignments:
Issuer: Parsley Energy LLC
$400 million senior unsecured notes due 2028, Assigned Ba3 (LGD4)
RATINGS RATIONALE
Parsley's senior unsecured notes, including the proposed issue, are
rated Ba3, one notch below the Corporate Family Rating (CFR). The
rating on the notes reflects their subordinated position to
Parsley's $1 billion secured revolving credit facility.
Parsley's Ba2 Corporate Family Rating (CFR) reflects the company's
strong execution on its growth-oriented capital program, material
sustained production expansion through the commodity price cycle,
and progressively improved credit metrics. The company's margins
and cash flow benefit from the liquids-rich orientation of its
production in the Permian Basin. Parsley's large inventory of
drilling locations, particularly in the Midland Basin, and
competitive full-cycle economics provide strong growth opportunity
over the next several years, and the company's high degree of
operational control over its leasehold acreage allows for flexible
capital allocation and development in light of crude price
volatility. Additionally, Parsley has firm transportation contracts
in place that should support its realized prices and cash flow as
production continues to grow. The CFR is limited by the company's
concentrated geographic presence, high base-production decline
rates typical of recent vintage, high-growth, shale-oriented
producers, and a modest amount of integration risk from the Jagged
Peak acquisition.
Parsley faces long-term demand pressure for oil and natural gas
related to carbon transition. Although the company's liquids-heavy
production profile leaves it in a disadvantaged position for
transition, its lean cost structure provides a measure of
competitive advantage, once oil demand has peaked. Governance risks
Moody's considers in Parsley's credit profile include a financial
policy that has an increasing focus on returning capital to
shareholders. Parsley pays out a dividend quarterly which, although
currently about $83 million annually pro forma the Jagged Peak
acquisition and recent increase, Moody's expects to grow.
Parsley's SGL-1 rating reflects very good liquidity. At September
30, Parsley had $15 million drawn under its revolving credit
facility, which has committed capacity of $1 billion and a $2.7
billion borrowing base. Parsley has guided to a 2020 capital budget
range between $1.6-1.8 billion. The company instituted a dividend
in 2019 that represents an annual cash drain of about $83 million
at current levels. Moody's forecasts Parsley to be able to cover
its 2020 capital spending and dividend with cash from operations.
The revolving credit facility, which expires in October 2021, has
two financial covenants: a current ratio of at least 1.0x and a
consolidated leverage ratio of 4.0x. Moody's expects the company to
be in compliance with these covenants, and have ample cushion.
Parsley's next debt maturity is in 2025.
The stable outlook reflects its expectation that Parsley will
execute its growth plan and fund capital spending and dividends
through cash from operations. An upgrade could be considered if
Parsley continues to generate free cash flow while maintaining
production greater than 175,000 boe/d, with a leveraged full-cycle
ratio above 2.0x and debt/proved developed reserves below $6/boe. A
downgrade is possible if Parsley's RCF/debt ratio falls below 30%,
if the company returns to materially outspending its operating cash
flow, or if its leveraged full-cycle ratio falls below 1.3x.
Austin, TX-based Parsley Energy, LLC is an oil and gas exploration
and production company with operations in the Midland and Delaware
Basins in west Texas.
The principal methodology used in this rating was Independent
Exploration and Production Industry published in May 2017.
PERFECT BROW: Unsec. Creditors to Get 15.0% to 31.4% in Plan
------------------------------------------------------------
Perfect Brow Art, Inc., et al., and their Official Committee of
Unsecured Creditors filed a First Amended Joint Chapter 11 Plan of
Liquidation and a corresponding Disclosure Statement on Jan. 29,
2010.
The Bankruptcy Court has scheduled a hearing on March 10, 2020, at
10:30 a.m. (Central Standard Time) to consider whether to approve
the Disclosure Statement and confirm the Plan.
Based on current levels of cash and Debtors' financial projections,
Debtors anticipate having $1,726,000 of cash as of the Effective
Date (which is anticipated to be at or near March 31, 2020). This
amount of cash is more than sufficient to satisfy all of Debtors'
Allowed Administrative Claims and Allowed Priority Tax Claims, in
addition to Allowed Class 1 Priority Claims. Furthermore, Debtors
believe that this amount of cash will also be sufficient to: (a)
pay the Creditor Trustee's Expenses; (b) create a reserve for
Disputed Claims in case they become Allowed Claims; and (c) make an
initial distribution to holders of Allowed Class 2 General
Unsecured Claims.
Pursuant to the Sale Motion and Amended Bidding Procedures Order,
an auction was held on July 19, 2019. Brow Art 23 was designated
the successful bidder at the auction at the purchase price of
$4,500,000. Despite the lack of a financing contingency, Brow Art
23 was unable to close on its purchase agreement with Debtors on or
before the “drop dead date” of August 19, 2019 due to a lack of
funds.
Brow Art Management LLC ("BAM") agreed to become the replacement
purchaser. On Sept. 10, 2019, the Court entered an order
authorizing the sale to BAM. On Sept. 20, 2019, the sale to BAM
closed at a purchase price of $4,500,000, and the Debtors are now
winding up their operations.
The Plan treats claims as follows:
* Allowed Class 1 Priority Claims are Unimpaired by the Plan and
will be paid by the Creditor Trustee in order of the priorities set
forth in § 507 of the Bankruptcy Code in full in Cash as soon as
practicable following the later of: (i) the Effective Date and (ii)
the date such Class 1 Priority Claim becomes an Allowed Claim (or
otherwise as permitted by law); provided, however, that any Person
holding a Class 1 Priority Claim may be treated on such less
favorable terms as may be agreed to in writing by such Person.
* Holders of Class 2 General Unsecured Claims, totaling
$6,188,000 to $6,688,000, are impaired. General unsecured
creditors are slated to recover 15.0% to 31.4%. Holders of Allowed
Class 2 Claims will be paid pro rata in accordance with the
Creditor Trust Agreement and the Plan. In accordance with the
Creditor Trust Agreement, all property of the Estate will be
deposited in the Creditor Trust no later than the Effective Date.
The Creditor Trustee shall liquidate the Creditor Trust Assets, as
applicable, and after making an initial Distribution, shall
distribute the Net Proceeds from time to time on dates determined
by the Creditor Trustee, following consultation with the Oversight
Committee, within a reasonable time after the creation of
appropriate reserves as determined by the Creditor Trustee in an
amount that would be sufficient to: (i) satisfy all Administrative
Claims in full; (ii) satisfy all Priority Tax Claims and Priority
Claims in full; (iii) pay the Trustee’s Expenses in full; and
(iv) make a Pro Rata Distribution on account of Disputed Claims
that are Class 2 General Unsecured Claims.
* Holders of Class 3 Intercompany Claims and Class 4 Interests
will not receive a distribution under the Plan, and their claims
and interests will be canceled and extinguished as of the Effective
Date.
A full-text copy of the Disclosure Statement dated Jan. 29, 2020,
is available at https://tinyurl.com/v7dk2lg from PacerMonitor.com
at no charge.
Attorneys for the Debtors:
Harold D. Israel
Jamie L. Burns
LEVENFELD PEARLSTEIN, LLC
2 North LaSalle Street, Suite 1300
Chicago, Illinois 60602
Telephone: 312.346.8380
Facsimile: 312.346.8434
E-mail: hisrael@lplegal.com
jburns@lplegal.com
About Perfect Brow Art
Perfect Brow Art, Inc., a company based in Highland Park, Ill., and
its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead
Case No. 19-01811) on Jan. 22, 2019. In the petitions signed by
Elizabeth Porikos-Gorgees, president and sole shareholder, Perfect
Brow Art estimated $1 million to $10 million in both assets and
liabilities while its affiliate P.B. Art Franchise estimated assets
of less than $50,000 and liabilities of less than $500,000.
Judge Carol A. Doyle oversees the cases.
The Debtors tapped Goldstein & McClintock LLLP as their bankruptcy
counsel, and Stretto as their claims and noticing agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 13, 2019. The committee tapped Sugar
Felsenthal Grais & Helsinger LLP as its legal counsel.
PES HOLDINGS: Term Loans of $670M to Be Paid Ahead of Unsecureds
----------------------------------------------------------------
PES Holdings, LLC, filed a Second Amended Joint Chapter 11 Plan on
Jan. 29, 2020, proposing to treat claims and interests as follows:
* Class 3 Term Loan Secured Claims. IMPAIRED. The Term Loan
Claims shall be allowed in the aggregate principal amount of
[$698,639,651] plus accrued and unpaid interest and fees. Each
Holder of an Allowed Term Loan Secured Claim will receive its share
of: (i) the Distribution Proceeds available for distribution to
Holders of Allowed Term Loan Secured Claims; (ii) Cash proceeds of
the Intermediation Priority Collateral to the extent such proceeds
remain available; and (iii) to effectuate the foregoing following
the Effective Date, distributions on account of Liquidating Trust
Units, which shall be distributed to the Term Loan Agent, as set
forth in the Liquidating Trust Agreement.
* Class 4 Intermediation Secured Claims. IMPAIRED. Each Holder
of an Allowed Intermediation Secured Claim shall receive its pro
rata Share of: (a) Cash proceeds of Intermediation Priority
Collateral and the SOA
Separate Assets and Collateral; (b) all other assets that
constitute Intermediation Priority Collateral or the net Cash
proceeds thereof; (c) Cash proceeds of the Term Loan Priority
Collateral; and (d) to effectuate the foregoing following the
Effective Date, the Liquidating Trust Units as provided in the
Liquidating Trust Agreement.
* Class 5 General Unsecured Claims. IMPAIRED. Each Holder of a
General Unsecured Claim will receive its pro rata share of the
Distribution Proceeds as provided in Article VIII.J hereof and, to
effectuate the foregoing following the Effective Date, the
Liquidating Trust Units as provided in the Liquidating Trust
Agreement. Any such distributions on account of Term Loan
Deficiency Claims will be made in accordance with section 7.03 of
the Term Loan Credit Agreement.
* Class 6 Subordinated Remaining Volume Claim. IMPAIRED. The
Holder of the Allowed Subordinated Remaining Volume Claim will
receive, following the full satisfaction of all Allowed General
Unsecured Claims, its pro rata share of the Distribution Proceeds
as provided in Article VIII.J and, to effectuate the foregoing
following the Effective Date, the Liquidating Trust Units as
provided in the Liquidating Trust Agreement.
* Class 7 Intercompany Claims. IMPAIRED. Each Allowed
Intercompany Claim will be canceled and released, and no
distributions will be made on account of any Intercompany Claims.
* Class 9 Interests in PES Energy and PES Ultimate Interests.
IMPAIRED. Each Allowed Interest in PES Energy and each PES
Ultimate Interest will be canceled, released, and extinguished, and
will be of no further force or effect and no holder of interests in
PES Energy or Holder of PES Ultimate Interests will be entitled to
any recovery or distribution under the Plan on account of such
Interests.
* Class 10 Section 510(b) Claims. IMPAIRED. Section 510(b)
Claims will be canceled, released, and extinguished as of the
Effective Date, and will be of no further force or effect, and each
holder of a Section 510(b) Claim will not receive any distribution
on account of such Section 510(b) Claim.
The Liquidating Trust will fund distributions under the Plan with
cash on hand on the Effective Date and the revenues and proceeds of
all interests and assets sold to the Purchaser under the Purchase
Agreement and proceeds from all Causes of Action constituting
Excluded Assets, and not settled, released, discharged, enjoined,
or exculpated under the Plan or otherwise on or prior to the
Effective Date.
After the Allowed Administrative Claims and Allowed Priority Claims
have been satisfied or funded pursuant to Article II of the Plan,
any Distribution Proceeds will be allocated and distributed in the
following priority (in each case on a pro rata basis): first,
either (a) to holders of Allowed Term Loan Secured Claims pursuant
to Article VIII.I hereof or (b) to holders of Allowed
Intermediation Secured Claims, whichever has priority over the
underlying collateral to be distributed; second, to whichever of
(a) or (b) that does not have priority; (c) third, to holders of
Allowed General Unsecured Claims; and (d) fourth, to the Holder of
the Subordinated Remaining Volume Claim.
A full-text copy of the Second Amended Joint Chapter 11 Plan dated
Jan. 29, 2020, is available at https://tinyurl.com/v4om78e from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Edward O. Sassower, P.C.
Steven N. Serajeddini (admitted pro hac vice)
Matthew C. Fagen (admitted pro hac vice)
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
E-mail: edward.sassower@kirkland.com
steven.serajeddini@kirkland.com
matthew.fagen@kirkland.com
- and -
Laura Davis Jones (DE Bar No. 2436)
Peter J. Keane (DE Bar No. 5503)
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 870
Wilmington, Delaware 19899
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
E-mail: ljones@pszjlaw.com
pkeane@pszjlaw.com
About PES Holdings
Headquartered in Philadelphia, Pennsylvania, PES Holdings LLC and
its subsidiaries are owners and operators of oil refining complex
and have been continuously operating in some form for over 150
years.
PES Energy Inc. is the indirect parent company of Philadelphia
Energy Solutions Refining and Marketing LLC (PESRM). PESRM owns
and operates the Point Breeze and Girard Point oil refineries
located on an integrated, 1,300-acre refining complex in
Philadelphia.
On Jan. 21, 2018, the Debtors filed petitions for relief under the
Bankruptcy Code, and emerged from bankruptcy in August the same
year.
On June 21, 2019, the Debtors suffered a historic, large-scale,
catastrophic incident involving an explosion at the alkylation unit
at their Girard Point refining facility. Following the incident,
the refinery has not been operational and will require an extensive
rebuild.
As a result of the explosion, PES Holdings, LLC, along with seven
subsidiaries, including PES Energy, returned to Chapter 11
bankruptcy (Bankr. D. Del. Lead Case No. 19-11626) on July 21,
2019.
PES Holdings was estimated to have $1 billion to $10 billion in
assets and the same range of liabilities as of the bankruptcy
filing.
The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy
counsel; PJT Partners LP as financial advisor; and Alvarez & Marsal
North America, LLC, as restructuring advisor. Omni Management
Group, Inc., is the notice and claims agent.
The Company's proposed DIP financing lenders are represented by
Davis Polk & Wardwell LLP and Houlihan Lokey Capital, Inc. The
Official Committee of Unsecured Creditors formed in the case has
retained Conway MacKenzie, Inc., as financial advisor, Elliott
Greenleaf, P.C., as Delaware counsel, and Brown Rudnick LLP as
bankruptcy counsel.
PHARMACEUTICAL PRODUCT: S&P Puts 'B' ICR on CreditWatch Positive
----------------------------------------------------------------
S&P Global Ratings placed all of its ratings on Pharmaceutical
Product Development LLC (PPD), including its 'B' issuer credit
rating, on CreditWatch with positive implications.
The CreditWatch placement reflects S&P's forecast that PPD's
long-term adjusted leverage (on a gross debt basis) could improve
to the high-4x to low-5x range by the end of 2020. The CreditWatch
also incorporates S&P's belief that the company's financial policy
may become less aggressive following the IPO. The rating agency
expects the company to use the proceeds from the offering to redeem
all of its outstanding holdco notes.
PIERLESS FISH: Committee Hires Cohen Tauber as Counsel
------------------------------------------------------
The Official Committee of Unsecured Creditors of Pierless Fish
Corp., seeks authorization from the U.S. Bankruptcy Court for the
Eastern District of New York to employ Cohen Tauber Spievack &
Wagner LLP, as counsel to the Committee.
The Committee requires Cohen Tauber to:
a. assist, advise, and represent the Committee in its
consultations with the Debtor regarding the administration
of these cases;
b. assist, advise, and represent the Committee in analyze the
Debtor's assets and liabilities, investigating the extent
and validity of liens and participating in and reviewing
any proposed asset sales, any asset dispositions, financing
arrangements and cash collateral stipulations or
proceedings;
c. assist, advise, and represent the Committee in any manner
relevant to reviewing and determining the Debtor's rights
and obligations under leases and other executory contracts;
d. assist, advise, and represent the Committee in
investigating the acts, conduct, assets, liabilities, and
financial condition of the Debtor, the Debtor's operations
and the desirability of the continuance of any portion of
those operations, and any other matters relevant to these
cases or to the formulation of a plan;
e. assist, advise, and represent the Committee in its
participation in the negotiation, formulation, and drafting
of a plan of liquidation or reorganization;
f. assist, advise, and represent the Committee in
understanding its powers and its duties under the
Bankruptcy Code and the Bankruptcy Rules and in performing
other services as are in the interests of those represented
by the Committee;
g. assist, advise, and represent the Committee in the
evaluation of claims and on any litigation matters,
including avoidance actions and claims against directors
and officers and any other party; and
h. provide such other services to the Committee as may be
necessary in these cases.
Cohen Tauber will be paid at these hourly rates:
Partners $575 to $750
Associates $390 to $495
Paralegals $275
Cohen Tauber will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert A. Boghosian, partner of Cohen Tauber Spievack & Wagner LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and (a)
is not creditors, equity security holders or insiders of the
Debtor; (b) has not been, within two years before the date of the
filing of the Debtor's chapter 11 petition, directors, officers or
employees of the Debtor; and (c) does not have an interest
materially adverse to the interest of the estate or of any class of
creditors or equity security holders, by reason of any direct or
indirect relationship to, connection with, or interest in, the
Debtor, or for any other reason.
Cohen Tauber can be reached at:
Robert A. Boghosian
Joseph M. Vann
Gerald C. Bender
COHEN TAUBER SPIEVACK & WAGNER LLP
420 Lexington Avenue, Suite 2400
New York, NY 10170
Tel: (212) 586-5800
Fax: (212 588-5095
E-mail: rboghosian@ctswlaw.com
jvann@ctswlaw.com
gbender@ctswlaw.com
About Pierless Fish Corp.
Pierless Fish Corp. is a fresh seafood purveyor in Brooklyn, N.Y.,
supplying chefs and restaurants with fish and shellfish.
Pierless Fish filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
19-47655) on Dec. 23, 2019. In the petition signed by Robert
DeMasco, president and chief executive officer, the Debtor was
estimated to have between $1 million and $10 million in both assets
and liabilities.
Judge Carla E. Craig oversees the case.
The Debtor tapped Tarter Krinsky & Drogin LLP as its legal counsel,
and Imspiegel, LLC as its accountant and financial advisor.
The U.S. Trustee for Region 2 on Jan. 24, 2020, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of Pierless Fish Corp. The Committee
retained Cohen Tauber Spievack & Wagner LLP, as counsel.
PNW HEALTHCARE: Committee Taps FTI Consulting as Financial Advisor
------------------------------------------------------------------
The official committee of unsecured creditors of PNW Healthcare
Holdings, LLC and its affiliates seeks approval from the U.S.
Bankruptcy Court for the Western District of Washington to retain
FTI Consulting, Inc., as its financial advisor.
The Committee requires FTI Consulting to:
a. assist in the review of financial related disclosures
required by the Court, including the Schedules of Assets and
Liabilities, the Statement of Financial Affairs and Monthly
Operating Reports;
b. assist in the preparation of analyses required to assess
any proposed Debtor-In-Possession financing or use of cash
collateral;
c. assist with the assessment and monitoring of the Debtors'
short term cash flow, liquidity, and operating results;
d. assist with the review of the Debtors' proposed key
employee retention and other employee benefit programs;
e. assist with the review of the Debtors' analysis of core
business assets and the potential disposition or liquidation of
non-core assets;
f. assist with the review of the Debtors' cost/benefit
analysis with respect to the affirmation or rejection of various
executory contracts and leases;
g. assist with the review of the Debtors' identification of
potential cost savings, including overhead and operating expense
reductions and efficiency improvements;
h. assist in the review and monitoring of the asset sale
process, including, but not limited to an assessment of the
adequacy of the marketing process, completeness of any buyer lists,
review and quantifications of any bids;
i. assist with review of any tax issues associated with, but
not limited to, claims/stock trading, preservation of net operating
losses, refunds due to the Debtors, plans of reorganization, and
asset sales;
j. assist in the review of the claims reconciliation and
estimation process;
k. assist in the review of other financial information
prepared by the Debtors, including, but not limited to, cash flow
projections and budgets, business plans, cash receipts and
disbursement analysis, asset and liability analysis, and the
economic analysis of proposed transactions for which Court approval
is sought;
l. attend at meetings and assist in discussions with the
Debtors, potential investors, banks, other secured lenders, the
Committee and any other official committees organized in these
chapter 11 proceedings, the U.S. Trustee, other parties in interest
and professionals hired by the same, as requested;
m. assist in the review and/or preparation of information and
analysis necessary for the confirmation of a plan and related
disclosure statement in these chapter 11 proceedings;
n. assist in the evaluation and analysis of avoidance actions,
including fraudulent conveyances and preferential transfers;
o. assist in the prosecution of Committee responses/objections
to the Debtors' motions, including attendance at depositions and
provision of expert reports/testimony on case issues as required by
the Committee; and
p. render such other general business consulting or such other
assist as the Committee or its counsel may deem necessary that are
consistent with the role of a financial advisor and not duplicative
of services provided by other professionals in this proceeding.
FTI's customary hourly rates are:
Senior Managing Directors $885 -
1,195
Directors / Senior Directors / Managing Directors $670 - 880
Consultants/Senior Consultants $355 - 640
Administrative / Paraprofessionals $145 - 275
Albert S. Conly, senior managing director of FTI, attests that the
firm neither holds nor represents any interest adverse to the
Debtors' bankruptcy estates.
The firm can be reached through:
Albert S. Conly
FTI Consulting, Inc.
Suite 3500, 1301 McKinney Street
Houston, TX, 77010
Tel: +1 832 667 5160
Fax: +1 713 353 5459
Email: david.rush@fticonsulting.com
About PNW Healthcare
PNW Healthcare Holdings, LLC and other subsidiaries of Aldercrest
Health & Rehabilitation Center --
http://www.aldercrestskillednursing.com/-- are providers of
long-term skilled nursing care and short-term rehabilitation
solutions. On Nov. 22, 2019, the Debtors filed Chapter 11
petitions (Bankr. W.D. Wa. Lead Case No. 19-43754) in Seattle,
Wash.
At the time of the filing, PNW Healthcare had estimated assets of
less than $50,000 and liabilities of between $1 million and $10
million.
Judge Christopher M. Alston oversees the cases.
The Debtors tapped Foley & Lardner LLP as lead bankruptcy counsel;
D. Bugbee & Scalia, PLLC as co-counsel with Foley; Getzler Henrich
& Associates LLC as financial advisor; and Omni Agent Solutions as
notice, claims and balloting agent, and as administrative advisor.
Gregory Garvin, acting U.S. trustee for Region 18, appointed
creditors to serve on the official committee of unsecured creditors
on Dec. 12, 2019. The committee tapped Pepper Hamilton LLP as
bankruptcy counsel, and Bush Kornfeld LLP as local counsel.
PRAIRIE ECI: Moody's Lowers Sec. Term Loan Rating to B2
-------------------------------------------------------
Moody's Investors Service downgraded Prairie ECI Acquiror LP's
senior secured term loan rating to B2 from B1 and Tallgrass Energy
Partners, LP's senior unsecured notes to B1 from Ba3. Moody's also
upgraded Prairie's Corporate Family Rating to Ba3 from B1 and
Probability of Default Rating to Ba3-PD from B1-PD. Concurrently,
Moody's withdrew TEP's Ba2 CFR, Ba2-PD PDR and SGL-3 speculative
grade liquidity rating.
This concludes the review that was initiated in December 2019
following the announcement of Blackstone Infrastructure Partners
(BIP) and certain other investors, including Enagás, GIC, NPS and
USS (together, the Sponsors), entering into a definitive agreement
to acquire the outstanding publicly-held Class A shares in
Tallgrass Energy, LP (TGE) for ~$3.55 billion (Take-Private
transaction). The sponsors will contribute up to $2.92 billion of
cash equity and borrow $575 million to fund the acquisition. On
February 5, 2020, Blackstone announced the upsize of its existing
$1.1 billion term loan by $375 million to partially fund the
Take-Private transaction. Blackstone's announcement also indicates
the remainder of the $575 million required to finance the
Take-Private transaction will be funded by incremental borrowings
at TEP. Moody's has concluded the ratings review based on the very
high likelihood of the Take-Private transaction closing as
proposed.
Post the Take-Private transaction closing, Prairie will both
control and indirectly own 100% of TEP. Moody's is maintaining a
single CFR at Prairie reflecting the consolidated credit profile of
Prairie and TEP given that TEP will be a wholly owned subsidiary,
and the CFR and other issuer level ratings for TEP have been
withdrawn accordingly. Its analysis of Prairie incorporates the
cash flows generated by its operating assets and total debt
outstanding across the corporate structure, factoring in the
structural complexity and assigning ratings to the selected debt
instruments based on their priority positions within the capital
structure.
Debt List:
Downgrades:
Issuer: Prairie ECI Acquiror LP
Senior Secured Bank Credit Facility, Downgraded to B2 (LGD5)
from B1 (LGD4)
Issuer: Tallgrass Energy Partners, LP
Senior Unsecured Notes, Downgraded to B1 (LGD4) from Ba3 (LGD5)
Upgrades:
Issuer: Prairie ECI Acquiror LP
Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
Corporate Family Rating, Upgraded to Ba3 from B1
Withdrawals:
Issuer: Tallgrass Energy Partners, LP
Probability of Default Rating, Withdrawn, previously Ba2-PD
Corporate Family Rating, Withdrawn, previously Ba2
Speculative Grade Liquidity Rating, Withdrawn, previously SGL-3
Outlook Actions:
Issuer: Prairie ECI Acquiror LP
Outlook, Changed to Negative from Rating under Review
Issuer: Tallgrass Energy Partners, LP
Outlook, Changed to Negative from Rating under Review
RATINGS RATIONALE
Prairie's Ba3 CFR reflects the company's high financial leverage
including Prairie's term loan, debt at TEP and pro-rata share of
Rockies Express Pipeline LLC's (REX Ba1 stable) debt vis-a-vis the
cash flow generated by the operating assets at TEP and its share of
REX. Prairie's consolidated financial leverage (debt/EBITDA ratio)
at year-end 2020 including the incremental $575 million of debt
rises significantly above 7x. There are prospects for leverage to
improve, but that is primarily dependent on asset and cash flow
growth which entails execution risk. This execution risk involves
growing the company's cash flow either through growth projects or
recontracting the capacity on PONY and REX as existing contracts
expire to sufficiently to reduce the company's Debt/EBITDA towards
7x or below. Prairie benefits from its size, its predominantly
interstate pipeline asset base with cash flow from long-term firm
transportation contracts and some earnings diversification.
The $1.5 billion senior secured term loan (including the
incremental $375 million issuance) is rated B2, two notches below
the Ba3 CFR at Prairie. The B2 term loan rating reflects its
structural subordination to TEP's revolving credit facility and
unsecured notes. The term loan is secured only by Prairie's equity
ownership interests in TEP and its General Partner and is the most
junior debt in the capital structure.
The sponsors intent to place $375 million of incremental debt at
Prairie's term loan, indicates that the remaining debt required to
finance the Take-Private transaction (approximately $200 million)
will be placed at the TEP level, resulting in a downgrade of the
senior unsecured notes to B1 from Ba3. The senior unsecured notes
rating reflects the notes' structurally superior position within
the capital structure and priority claim to the assets compared to
Prairie's senior secured term loan. The senior notes rating also
reflects their subordinated claim to TEP's revolving credit
facility (unrated), which has a senior secured priority claim to
TEP's assets. Moody's viewed this outcome as more appropriate than
the Ba3 rating that would be suggested under Moody's Loss Given
Default Methodology given the composition of the capital structure
and its expectations of how the capital structure could evolve
going forward given the high amount of borrowings under the
revolving credit facility.
Moody's expects Prairie to maintain adequate liquidity. TEP has a
$2.25 billion senior secured revolving credit facility that matures
in June 2022. As of September 30, 2019, TEP had $1.5 billion
outstanding under the revolver. Moody's expects that the company
will rely significantly on its revolver as a source of funding
while maintaining minimal cash balances. The revolving credit
facility contains three financial covenants including a maximum
debt / EBITDA of 5.5x, a senior secured leverage covenant of 3.75x,
and a minimum EBITDA / interest of 2.5x (all covenants determined
at the TEP level, excluding Prairie debt). Moody's expect the
company will remain in compliance with these covenants. TEP's
dividends to Prairie will adequately cover its debt service
requirements. The Term Loan has amortization of 1% per annum, paid
quarterly, as well as a required excess cash flow sweep. Prairie's
term loan requires the company to maintain a stand-alone Prairie
debt service coverage ratio in excess of 1.1x, and there is solid
headroom for future compliance with this covenant.
Prairie and TEP's negative rating outlook reflects the execution
risk involved in growing the company's cash flow either through
growth projects or recontracting the PONY and REX capacity at
supportive tariff rates as contracts rollover.
If Prairie does not reduce its Debt/EBITDA below 7x through
earnings growth and/or debt reduction, then its ratings could be
downgraded. Prairie's ratings could be upgraded if the company
improves its financial leverage to below 6x.
The principal methodology used in these ratings was Midstream
Energy published in December 2018.
PROMENADE ON FIFTH: Hires Williams & Williams as Auctioneer
-----------------------------------------------------------
Promenade on Fifth LLC, seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Williams &
Williams Marketing Services, Inc., as auctioneer to the Debtor.
Promenade on Fifth requires Williams & Williams to assist in the
sale of the Debtor's sole asset, real property located at 599 River
Point Drive, Naples FL 34102.
Williams & Williams will be paid a commission of 6% of the sales
price.
Fontana Fitzwilson, partner of Williams & Williams Marketing
Services, Inc., assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Williams & Williams can be reached at:
Fontana Fitzwilson
WILLIAMS & WILLIAMS MARKETING
SERVICES, INC.
7140 S. Lewis Avenue
Tulsa, OK 74136
Tel: (918) 250-2012
About Promenade on Fifth LLC
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.
QUALITY REIMBURSEMENT: Hires Alan J. Sedley as Special Counsel
--------------------------------------------------------------
Quality Reimbursement Services, Inc., seeks authorization from the
U.S. Bankruptcy Court for the Central District of California to
hire Alan J. Sedley, Professional Law Corporation as its special
counsel.
The Debtor requires the counsel to represent the it and its
hospital clients in civil actions and appeals filed in federal
district court; appeal the decisions of the Provider Reimbursement
Review Board; and advise the Debtor regarding Medicare
reimbursement issues.
Specifically, the Debtor requires the counsel to:
(i) address issues of Medicare DSH reimbursement;
(ii) analyze regulatory and statutory schemes;
(iii) present argument before the PRRB; and
(iv) file dozens of agency appeals/complaints and ensuing
litigation in the United States District Court for the District of
Columbia, including the preparation and filing of dispositive
motions.
Alan J. Sedley, Esq., principal attorney for this case, will charge
$450 per hour for his services.
Mr. Sedley attests that his firm does not represent any interest
adverse to the Debtors and their estates.
The firm can be reached at:
Alan J. Sedley, Esq.
ALAN J. SEDLEY
a Professional Law Corporation
18880 Douglas, Suite 404
Irvine, CA 92612
Phone: 818-601-0098
Email: asedley@sedleyhealthlaw.com
About Quality Reimbursement Services
Quality Reimbursement Services, Inc. --
http://www.qualityreimbursement.com/-- has been reviewing Medicare
and Medicaid cost reports for more than twelve years. The Company's
corporate office is located in Arcadia (CA). The Company also has
offices located in Birmingham (AL), Scottsdale (AZ), Los Angeles
(CA), Colorado Springs (CO), Jacksonville (FL), Chicago (IL),
Detroit and Shelby Township (MI), Guttenberg (NJ), Dallas/Fort
Worth (TX), and Spokane (WA).
Quality Reimbursement Services filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal.
Case No. 19-20918) on Sept. 13, 2019. In the petition signed by
James C. Ravindran, president/CEO, the Debtor was estimated to have
$1 million to $10 million in assets and $10 million to $50 million
in liabilities.
Judge Julia W. Brand oversees the case.
Garrick A. Hollander, Esq., at Winthrop Couchot Golubow Hollander,
LLP, represents the Debtor.
The Office of the U.S. Trustee on Oct. 22, 2019, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of Quality Reimbursement Services, Inc. The
Committee hires Buchalter, a Professional Corporation, as counsel.
R44 LENDING: Unsecureds Get 10% in Sale Plan
--------------------------------------------
R44 LENDING GROUP, LLC, filed a Chapter 11 plan and a Disclosure
Statement that contemplate the sale or refinancing of its mobile
home park.
The Debtor has obtained lender commitment to loan sufficient funds
to pay occupants of the Park with valid tenancies the amounts due
to them on the Effective Date (the "Exit Financing"). Valid
occupants may elect to receive $25,000 on the Effective Date or
$5,000 on the Effective Date, plus up to $35,000 upon sale or
refinance of the Park within 24 months of the Effective Date. The
Debtor anticipates that many of the occupants will elect the
$25,000 option. The Exit Financing is contingent upon Court
approval of a super priority priming lien for the lender for the
amount owed, up to $300,000, and confirmation of the Debtor's Plan.
The Exit Financing will accrue interest at the rate of 6 percent
per annum but no payments shall be made thereon until the sale or
refinance of the Park.
Under the Plan, general unsecured creditors will recover 10% of
their claims.
A hearing on the Disclosure Statement is slated for:
Date: March 10, 2020
Time: 2:00 p.m.
Courtroom: 1545
Address: 255 E. Temple Street
Los Angeles, CA 90012
A full-text copy of the Disclosure Statement dated Jan. 29, 2020,
is available at https://tinyurl.com/wnmm3zm from PacerMonitor.com
at no charge.
Attorney for: R44 Lending Group:
JEFFREY S. SHINBROT, ESQ.
JEFFREY S. SHINBROT, APLC
15260 Ventura Blvd., Suite 1200
Sherman Oaks, CA 91403
E-mail: jeffrey@shinbrotfirm.com
Tel: (310) 659-5444
Fax: (310) 878-8304
About R44 Lending Group
R44 Lending Group, LLC, acquired the Park Granda Mobile Home Park
in November 2004. The property is located at 218 West Carson
Street Carson CA 90746 valued by the company at $650,000.
R44 Lending Group filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 18-15559) on May 15, 2018. In the petition signed by Leo
Starflinger, managing member, the Debtor disclosed $663,000 in
total assets and $3.02 million in total liabilities. The case is
assigned to Judge Neil W. Bason. Jeffrey S. Shinbrot, APLC, is the
Debtor's general insolvency counsel.
RELIANCE MANUFACTURING: Banco Popular Says Plan Unfeasible
----------------------------------------------------------
Creditor Banco Popular de Puerto Rico-Special Loans objects to
Reliance Manufacturing, Inc.'s proposed Disclosure Statement.
Popular points out that Reliance has consistently reported a
postpetition monthly net income of $5,463.23 -- which does not
include all its proposed plan payments.
Popular further points out that the proposed plan is facially
unfeasible because Reliance will lack sufficient cash to exit
bankruptcy at consummation.
Popular asserts that Reliance liquidation analysis fails to provide
a clear Chapter 7 liquidation analysis.
According to Popular, the Reliance's proposed Disclosure Statement
offers no meaningful information in several important categories.
Popular complains that Reliance should have to disclose the most
up-to-date internal projections available, including a disclosure
of their "sources and uses," in the Disclosure Statement, and to
demonstrate that the proposed plan will be feasible based upon an
inclusive comparison of all expected exit funding obligations and
availability at consummation.
Popular points out that the Debtor failed to disclose any of its
non-descriptive "assumptions", which, in turn, impedes any creditor
or party in interest to consider the same in order to determine
whether to vote for or against the proposed plan.
Popular further points out that the Disclosure Statement does not
include an appraisal of any real estate properties, so their
possible values are wholly unsupported and speculative.
Popular asserts that regarding Debtor's five year "projection", the
proposed Disclosure Statement also fails to mention what data was
used to prepare it, which seems to suggest that it is based on raw
speculation.
Counsel for Banco Popular de Puerto Rico-Special Loans:
Sergio Criado
CORREA ACEVEDO & ABESADA LAW OFFICE, P.S.C.
Centro Internacional de Mercadeo, Torre II
# 90 Carr. 165, Suite 407
Guaynabo, P.R. 00968
Tel. (787) 273-8300; Fax (787) 273-8379
E-Mail: scriado@calopsc.com
About Reliance Manufacturing
Reliance Manufacturing, Inc., is a privately-held home builder in
San Juan, Puerto Rico. Reliance Manufacturing sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No.
18-05778) on Oct. 1, 2018. In the petition signed by Gilberto
Media Safon, president, the Debtor disclosed $441,201 in assets and
$2,788,977 in liabilities. Judge Hon. Brian K. Tester oversees the
case. The Debtor tapped MRO Attorneys at Law, LLC as its legal
counsel; and Tamarez CPA, LLC as its accountant.
ROVIG MINERALS: Judice & Adley Represents 2 Suppliers
-----------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Judice & Adley submitted a verified statement that
it is representing Elite Wellhead Solutions, LLC and Rusco
Services, Inc. in the Chapter 11 cases of Rovig Minerals, Inc. and
Rovig Minerals, LLC of MT Debtors.
As of Feb. 6, 2020, the parties listed and their disclosable
economic interests are:
Elite Wellhead Solutions, LLC
P.O. Box 568
Yongsville, LA
70592
* 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. RS. 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: $166,488.66
Rusco Services, Inc.
1050 QCP Park Drive
Broussard, LA 70518
* 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. RS. 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: $107,453.09
Counsel for Elite Wellhead Solutions, LLC and Rusco Services, Inc.
can be reached at:
Judice & Adley
Michael W. Adley, Esq.
P.O. Drawer 51769
Lafayette, LA 70505-1769
Telephone: (337) 235-2405
Facsimile: (337) 235-0965
E-mail: mwa@judice-adley.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/TvpEtW and https://is.gd/ti6Q4j
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.
SAN JOAQUIN AIDS: Taps David C. Johnston as Bankruptcy Attorney
---------------------------------------------------------------
San Joaquin AIDS Foundation seeks permission from the Bankruptcy
Court for the Eastern District of California to employ David C.
Johnston as its bankruptcy attorney.
As counsel, Mr. Johnston will render these services:
(a) Giving the Debtor legal advice about various bankruptcy
options, including relief under Chapters 7 and 11, and legal advice
about non-bankruptcy alternatives for dealing with the claims
against it;
(b) Giving the Debtor legal advice about its rights, powers,
and obligations in the Chapter 11 case and in the management of the
estate;
(c) Taking necessary action to enforce the automatic stay and to
oppose motions for relief from the automatic stay;
(d) Taking necessary action to recover and avoid any
preferential or fraudulent transfers;
(e) Appearing with the Debtor's president at the meeting of
creditors, initial interview with the U.S. Trustee, status
conference, and other hearings held before the Court;
(f) Reviewing and if necessary, objecting to proofs of claim;
(g) Taking steps to obtain Court authority for the sale of
assets if necessary; and
(h) Preparing a plan of reorganization and a disclosure
statement and taking all steps necessary to bring the plan to
confirmation, if possible.
Mr. Johnston will be compensated at the usual hourly rate of $360,
which he charges for all legal matters he handles.
Mr. Johnston does not hold any interest adverse to the estate and
is a disinterested person as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
David C. Johnston
Attorney at Law
1600 G Street, Suite 102
Modesto, CA 95354
Telephone: (209) 579-1150
Fax: (209) 579-9420
About San Joaquin AIDS Foundation
San Joaquin AIDS Foundation is a non-profit organization in
Stockton, California that provides personal counseling and support
to people living with HIV. The foundation filed a Chapter 11
petition (Bankr. E.D. Cal. Case No. 19-27921) on December 26,
2019.
In the petition signed by Robert L. Lampkins, president, the Debtor
estimated between $1 million and $10 million in both assets and
liabilities.
David C. Johnston, Esq., of David C. Johnston represents the Debtor
as counsel. Judge Fredrick E. Clement is assigned to the case.
SAVAGE ENTERPRISES: S&P Upgrades ICR to 'BB-'; Outlook Stable
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Savage
Enterprises LLC to 'BB-' from 'B+'. S&P also raised its issue-level
rating on the company's $885 (outstanding) senior secured
first-lien term loan maturing in 2025 to 'BB' from 'B+' and revised
the recovery rating to '2' from '3'. The '2' recovery rating
reflects its expectation of substantial (70%-90%; rounded estimate:
70%) recovery prospects in the event of a payment default.
Savage will apply proceeds from the divestment of its inland marine
assets toward debt repayment and continue to repay debt with higher
cash flows.
Savage has agreed to sell a majority of its inland marine assets to
Kirby Inc. for $278 million. The company will utilize the proceeds
from the transaction, which equals about 32% of reported debt,
toward debt repayment. Kirby will also assume a portion of Savage's
operating leases. S&P expects the company's pro forma S&P Global
Ratings'-adjusted leverage to decline to 2.8x, compared with an
estimated leverage of 3.7x as of December 2019.
The stable outlook on Savage reflects S&P's expectation that the
company will repay debt with proceeds from the pending sale of most
of its inland marine assets and will not undertake any large-sized,
leveraging acquisitions; but instead only consider modest bolt-on
opportunities over the next 12 to 18 months. S&P expects the
company will grow EBITDA in the mid-single digits and generate
discretionary cash flow near $100 million, which would enable it to
repay additional debt and reduce leverage to the mid-2x range over
the next 12 months.
"We could lower the rating if a material decline in margins leads
to a debt-to-EBITDA ratio sustained above 3x. We believe this could
occur if Savage faces customer account losses in any of its key
energy and logistics servicing businesses while grain merchandising
profitability materially declines. We could also lower the rating
if the company becomes more acquisitive and makes another
transaction that results in debt to EBITDA sustained above 3x," S&P
said.
"While unlikely in the near term, we could raise the rating if
Savage sustains debt to EBITDA well below 2x for several
consecutive quarters while remaining committed to leverage in that
area. For the company to achieve leverage below 2x at current
EBITDA levels, it would have to apply its expected annual free
operating cash to debt repayment for three consecutive years," the
rating agency said.
SELECTA BIOSCIENCES: OrbiMed Advisors Lowers Stake to 3.2%
----------------------------------------------------------
OrbiMed Advisors LLC and OrbiMed Capital GP III LLC disclosed in an
amended Schedule 13D filed with the Securities and Exchange
Commission that as of Dec. 23, 2019, they have ceased to
beneficially own more than 5% of shares of common stock outstanding
of Selecta Biosciences, Inc.
OrbiMed Advisors LLC beneficially owns 2,779,064 Common Shares (or
3.2% stake) and OrbiMed Capital GP III LLC beneficially owns
2,752,871 Common Shares (or 3.2% stake) as of Dec. 23, 2019. These
percentages are calculated based upon 86,325,547 shares of common
stock, par value $0.0001 per share, of Selecta Biosciences, as set
forth in the Issuer's Registration Statement on Form S-3 filed with
the Securities and Exchange Commission on Jan. 29, 2020.
A full-text copy of the regulatory filing is available for free at
the SEC's website at:
https://is.gd/W6ZEbB
About Selecta Biosciences
Based in Watertown, Massachusetts, Selecta Biosciences, Inc. --
http://www.selectabio.com/-- is a clinical-stage biotechnology
company focused on unlocking the full potential of biologic
therapies based on its immune tolerance technology (ImmTOR)
platform. Selecta plans to combine ImmTOR with a range of biologic
therapies for rare and serious diseases that require new treatment
options due to high immunogenicity. The Company's current
proprietary pipeline includes ImmTOR-powered therapeutic enzyme and
gene therapy product candidates. SEL-212, the Company's lead
product candidate, is being developed to treat chronic refractory
gout patients and resolve their debilitating symptoms, including
flares and gouty arthritis. Selecta's proprietary gene therapy
product candidates are in preclinical development for certain rare
inborn errors of metabolism and incorporate ImmTOR with the goal of
addressing barriers to repeat administration.
Selecta Biosciences reported net losses of $65.33 million in 2018,
$65.32 million in 2017, and $36.21 million in 2016. As of Sept.
30, 2019, the Company had $39.54 million in total assets, $44.46
million in total liabilities, and a total stockholders' deficit of
$4.91 million.
Ernst & Young LLP, in Boston, Massachusetts, the Company's auditor
since 2009, issued a "going concern" opinion in its report dated
March 15, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company has
recurring losses from operations and insufficient cash resources
and has stated that substantial doubt exists about the Company's
ability to continue as a going concern.
SEVEN GENERATIONS: S&P Affirms 'BB' Rating on Sr. Unsecured Notes
-----------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB' issue-level rating on
Seven Generations Energy Ltd.'s senior unsecured notes and revised
its recovery rating to '3' from '4'. The '3' recovery rating
reflects its expectation for meaningful (50%-70%; rounded estimate:
50%) recovery in its hypothetical default scenario.
The improved recovery prospects reflect S&P's updated reserve
valuation. S&P now separates condensate volumes from other natural
gas liquids (NGLs), because the rating agency ascribes greater
value to condensate reserves in its recovery analysis. Based on the
company's 2018 reserves report, close to 50% of NGL reserves are
condensate. With condensate proven reserves priced equivalent to
its assumed light oil default value, S&P reserves valuation has
meaningfully improved since its prior review.
"We expect the company will generate strong credit measures, with
adjusted funds from operations-to-debt expected to remain above
50%. Accordingly, all other ratings on the company are unchanged,
including our 'BB' long-term issuer credit rating. The outlook is
stable," S&P said.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P has updated its recovery analysis and revised its recovery
rating on the company's senior unsecured notes outstanding to '3'
from '4'. The '3' recovery rating corresponds with meaningful
(50%-70%, rounded estimate: 50%) recovery in its simulated default
scenario.
-- S&P valued the company on a going-concern basis, using a
reserve multiple approach that applies a range of distressed fixed
prices to Seven Generations' proved reserves at Dec. 31, 2018.
-- S&P reserves valuation has meaningfully increased from the
rating agency's previous review as it is now separating condensate
reserves from other NGL reserves, and attribute greater value to
condensate reserves in the rating agency's recovery analysis.
-- S&P's default scenario takes place in 2025, and contemplates
significant deterioration in oil and gas prices that limits the
company's ability to fund its fixed charges and exhausts available
liquidity.
-- S&P assumes the company's C$1.4 billion revolving credit
facility is 85% drawn in the default year.
-- S&P's recovery analysis assumes that, in a hypothetical
bankruptcy scenario, Seven Generations' secured creditors are fully
covered, with the remaining value available to unsecured
noteholders.
Simulated default assumptions
-- Simulated year of default: 2025
-- Reserve multiple-based valuation approach
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): US$1.8
billion
-- Valuation split in % (obligors/non-obligors): 100/0
-- Secured first-lien debt: US$965 million
-- Recovery expectations: Not applicable
-- Senior unsecured debt : US$1.6 billion
-- Recovery expectations: 50%-70% (rounded estimate: 50%)
All debt amounts include six months of prepetition interest.
SHEA HOMES: Moody's Assigns B1 Rating to New $375MM Notes Due 2028
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Shea Homes
Limited Partnership's proposed $375 million notes due 2028. Shea
Homes' other ratings and stable outlook remain unchanged. The
proceeds of the new notes will be used to refinance the company's
$375 million 5.875% senior unsecured notes due 2023. The
transaction will be leverage neutral while improving the company's
debt maturity profile.
Assignments:
Issuer: Shea Homes Limited Partnership
Senior Unsecured Notes, Assigned B1 (LGD4)
RATINGS RATIONALE
Shea Homes' B1 Corporate Family Rating reflects Moody's view of
risks associated with a concentration of sales tied to the weaker
California market, the company's exposure to joint venture
remargining obligations and Moody's expectation of a decline in
Shea's adjusted gross margin to mid-17% over the next 12 to 18
months, primarily due to higher management fees, which generate low
gross margins, and geographic mix of deliveries. Excluding
management fees, gross margins would be in between 18-19%. Moody's
credit view also considers affordability challenges that will
affect demand for housing and result in a more competitive
environment. These factors are offset by its expectations of
deleveraging, with adjusted homebuilding debt to book
capitalization expected to decline to below 45% by the end of
2020.
Shea Homes' proposed and existing senior notes are unsecured and
the creditors have the same priority of claim as Shea Homes'
unsecured revolving credit facility. The B1 rating assigned to the
senior unsecured notes, at the same level with the CFR, reflects
that this class of debt represents the preponderance of debt in the
capital structure.
Moody's expects Shea Homes to maintain good liquidity over the next
12 to 18 months. In addition to $443 million of unrestricted cash
at December 31, 2019, the company had full availability on its $175
million senior unsecured revolver.
Shea Homes is a family owned private homebuilder, structured as a
partnership under the common control of Shea family members. The
company pays dividends to shareholders for taxes incurred by those
shareholders due to their ownership interest in the company,
pursuant to a Tax Distribution Agreement. The company's financial
strategy is conservative and includes gradual deleveraging through
improved earnings. The rating considers the Shea family's track
record of strong support, as proven by the family's capital
injections in 2007 and 2011.
The stable outlook reflects Moody's expectation that Shea Homes
will continue to reduce debt to book capitalization to below 45%
over the next 12 to 18 months and further reduce California
exposure.
An upgrade is not likely in the near term, given the company's
relatively small size. Longer term, the ratings could be upgraded
if revenues exceed $3 billion, adjusted debt leverage is sustained
below 45%, interest coverage is sustained above 4.5x, adjusted GAAP
gross margins approach 20% and liquidity remains good.
The ratings could be downgraded if adjusted debt leverage trends
back up above 55% at fiscal year-ends, interest coverage dips below
2x, California concentration increases substantially, and/or
liquidity deteriorates noticeably.
Established in 1968 and headquartered in Walnut, CA, Shea is one of
the largest private homebuilding companies in the U.S. It sells
homes for entry level, move-up, luxury, and active adult
homebuyers. For the twelve months ended September 30, 2019, total
revenues from the sales of homes, land, and homebuilding-related
activities were approximately $1.6 billion.
The principal methodology used in this rating was Homebuilding And
Property Development Industry published in January 2018.
SINGLETON FOOD: Hylton Buying Helen Personal Property for $80K Cash
-------------------------------------------------------------------
Singleton Food Services, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Georgia to authorize the sale of the
personal property located at 8065 N. Main Street, Suite 100, Helen,
White County, Georgia to Michael M.T. Hylton for the cash purchase
price of $80,000.
A hearing on the Motion is set for Feb. 11, 2020 at 1:30 p.m.
Objections, if any, must be filed at least two business days before
the hearing.
The Debtor currently operates a Subway franchised restaurant at
8065 N. Main Street, Suite 100, Helen, White County, Georgia. This
property is located on leased real property. The Restaurant is
designated and identified as Subway Franchise Store No. 45884.
The Debtor is the owner of certain personal property located in the
Helen restaurant and used in the operation of a Subway branded
restaurant. This includes, but is not limited to, furniture,
fixtures, equipment, consumable items and food.
The Debtor received an offer to purchase the Purchased Assets from
the Purchaser. After engaging in negotiations with the Purchaser,
the Debtor entered into an agreement with the Purchaser on Jan. 16,
2020. The Purchaser has agreed to deposit $5,000 with the Debtor
as an earnest money deposit, to be applied to the Purchase Price at
Closing. The Property is more particularly described on Exhibit A
to the Agreement.
The Purchased Assets are being sold "as is, where is" with all
faults, with the following exception: the Debtor has represented
that as of the closing date the value of perishable and
non-perishable inventory will be no less than $2,500, at-cost.
The Agreement is contingent upon the transfer and assignment of the
Franchise Agreement from J. Edward Singleton, Jr. to the Purchaser,
or an assignee of Purchaser within 60 days after a Final Order is
entered. Mr. Singleton and the Purchaser have entered into a
separate agreement whereby the Purchaser will purchase the
franchise from Mr. Singleton for the sum of $20,000. The Debtor is
not a party to that agreement and will not receive any proceeds of
that agreement.
Under the Agreement, the Purchaser will purchase the Purchased
Assets for a cash price of $80,000. The Purchase Price is
allocated as follows: (a) Inventory - $2,500; (b) Fixtures,
Equipment and Other Personal Property - $57,500; and (c) Goodwill -
$20,000.
The Purchaser has agreed to deposit $5,000 in earnest money with
the Debtor's counsel as Escrow Agent, with the balance of the
Purchase Price to be paid in cash or its equivalent at Closing.
The Debtor has not employed a business broker or other professional
that would otherwise be paid from the Purchase Price.
The Pursuant to Section 363(f) of the Bankruptcy Code, the Debtor
asks authority to sell and transfer the Purchased Assets free and
clear of all liens and encumbrances, with such liens and
encumbrances to attach to the proceeds of the sale of the Purchased
Assets. The Debtor is currently aware of no liens or encumbrances
on the Purchased Assets.
The Debtor asks that any order approving this Sale Motion be
effective immediately by providing that the 14-day stay is
inapplicable, so that the Debtor may proceed as expeditiously as
possible with the closing of the sale following Court approval
thereof.
The proposed sale under the Agreement is subject to Court approval.
In accordance with bankruptcy procedure, during the approval
process, another bidder may seek to present the Bankruptcy Court
with an offer on the Property. The bankruptcy procedure is to
allow for a higher or better price if it will close, and to assure
the integrity of the process. In furtherance of these bankruptcy
purposes, the sale will be subject to higher or better offers on or
before the date of the hearing on the Motion.
A copy of the Agreement is available at https://tinyurl.com/tkd9spz
from PacerMonitor.com free of charge.
About Singleton Food Services
Singleton Food Services, Inc., is a privately-held company in
Ellijay, Georgia, operating in the restaurants industry.
Singleton Food Services sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-22157) on Nov. 3,
2018. In the petition signed by Edward J. Singleton Jr., chairman
and CEO, the Debtor estimated assets of $1 million to $10 million
and liabilities of $1 million to $10 million. The Debtor tapped
the Law Office of Scott B. Riddle, LLC, as its legal counsel, and
Drew Eckl & Farnham LLP, as special counsel.
SOAS LLC: Western Pharmacy Buying All Assets for $660K
------------------------------------------------------
Soas, LLC, asks the U.S. Bankruptcy Court for the Western District
of Washington to authorize the sale of substantially all assets,
but excluding its accounts receivables, free and clear of liens,
claims, encumbrances, and interests, to Western Pharmacy Group or
its assignee, for $660,000, cash to be paid at closing, subject to
overbid.
A hearing on the Motion is set for Feb. 20, 2020 at 9:30 a.m. The
objection deadline is Feb. 13, 2020.
The Debtor and Dry Lake Land Stewardship, LLC, (in which Aaron
Syring, the Debtor's owner, is a 50% member), entered into a Small
Business Loan Agreement with Live Oak Banking Co. on Sept. 14,
2011, Loan No. PLP 47605050-00, Loan No. PLP 47603850-01, Loan No.
PLP 47605150-03 and Loan No. PLP 47604950-10, each in the original
principal amount of $1.25 million, with a maturity date of 25 years
from execution and with interest at Prime plus 1.75%.
To secure performance of the LOB Notes, the Debtor and Dry Lake
executed a Commercial Security Agreement dated Sept. 14, 2011 in
which they granted Live Oak a blanket security interest in all of
their respective equipment, fixtures, inventory, accounts,
instruments, chattel paper, general intangibles, and deposit
accounts, including all after-acquired property and proceeds of the
collateral. Live Oak filed a UCC-1 Financing Statement with the
Washington State Department of Licensing perfecting its security
interest in the aforementioned collateral on Sept. 22, 2011,
Recording No. 2011-265-6468.
In addition, to secure performance of the LOB Notes, on Sept. 14,
2011, Dry Creek granted Live Oak a Deed of Trust against real
property which it owns located at 32170 WA-20, Oak Harbor, WA
98227. The Debtor rents the piece of real property from Dry Lake.
According to Proof of Claims #s 18-21, the amount due to Live Oak
Banking, as of the Petition Date, was $4,571,686.
The Debtor entered into a number of loan agreements with Steven
Oliva, Mr. Syring's former business partner and an ex-member and
co-owner of the Debtor. These loan agreements were
contemporaneously memorialized by promissory notes which included
blanket security agreements covering all of the Debtor's assets.
Mr. Oliva filed a UCC-1 Financing Statement with the Washington
State Department of Licensing, perfecting his security interest in
the Debtor's assets on Nov. 7, 2012, Recording No. 2012-312-5441-9.
Mr. Oliva filed two proofs of claim, claim #s 15 and 16, totaling
$495,735.
Hi-School Pharmacy Services, LLC filed a UCC-1 Financing Statement
with the Washington State Department of Licensing on July 14, 2014,
asserting a security interest in all of the Debtor's assets,
Recording No. 2014-195-8658. Hi-School filed an unsecured proof of
claim in the amount of $630,545.
McKesson Corp. filed a UCC-1 Financing Statement with the
Washington State Department of Licensing on July 14, 2014,
asserting a security interest in all of the Debtor's assets as
security for the inventory it provided, Recording No.
2014-195-8658. The Debtor does not believe that it executed a
security agreement in favor of McKesson. McKesson did not file a
proof of claim.
Cardinal Health filed a UCC-1 Financing Statement with the
Washington State Department of Licensing on Aug. 15, 2017,
asserting a security interest in all of the Debtor's assets as
security for the inventory it provided, Recording No.
2017-227-3721-6. Cardinal Health filed proof of claim 14 asserting
a secured claim of $1,252,472.
As indicated on the certified search report from the Washington
State Department of Licensing, VGM Financial Services, a division
of TCF National Bank ("VGM"), and Wells Fargo Bank, N.A. ("WF"),
also filed UCC-1 Financing Statements with SOAS listed as the
Debtor. These financing statement relate to the lease of certain
specific equipment (CPAP Machines).
On Sept. 30, 2019, the Court entered an order authorizing the
Debtor to retain Pacific Pharmacy Consultants as listing agents for
the Debtor. The listing agreement provided for a 6% commission of
the total sales price. Since entry of the order, Pacific Pharmacy
Consultants has been meeting with and soliciting purchases from a
number of potential purchasers. Ultimately, it obtained a
non-binding letter of intent from the Buyerm, headquartered in
Bellingham, Washington. It currently owns nine pharmacies in San
Diego and one in Washington State. The CEO, Kevin Faris, is a
pharmacist who has owned and operated pharmacies for over 20
years.
On Jan. 15, 2020, the Debtor and Western Pharmacy Group agreed to
the terms of a Letter of Intent to purchase substantially all of
the assets. Given the short timeframe, the parties have not
completed their due diligence or executed a final asset purchase
agreement. Under the terms of the Letter of Intent, Western
Pharmacy Group must complete its due diligence by Jan. 31, 2020.
The terms of the proposed purchase are summarized as follows:
a. Proposed Purchaser: Western Pharmacy Group or its
assignees
b. Proposed Purchase Price: $660,000 cash at closing
c. Included Assets: All of the tangible and intangible assets
of the SOAS, LLC including all furniture, fixtures, equipment,
inventory, customer records and material contracts to the extent
that such contracts are transferable
d. Excluded Assets: Accounts Receivable
Because the sale proceeds are less than the total amount of liens,
the Debtor asks a sale pursuant to Section 363(f)(5). Thus, the
proposed sale of the Property, free and clear of any liens,
interests, and encumbrances, may be approved pursuant to Sectiaon
363(f)(5).
Notwithstanding the foregoing, the proposed sale is subject to
overbid. In the event that other potential purchasers surface and
submit higher and better offers, the Debtor would ask that the
Court then establish an auction process between parties in order to
establish an ultimate purchaser and purchase price.
The Debtor asks that the Order approving the proposed sale will
provide (i) that all outstanding personal property taxes be paid
from closing; and (4) that the Debtor will pay the remaining sale
proceeds to Live Oak from closing.
Notice of the Motion is being served on all the creditors and
parties in interest in the case over a month prior to the proposed
Feb. 20, 2020 hearing date. Therefore, the Debtor respectfully
contends that accurate and reasonable notice has been provided.
A copy of the Term Sheet is available at
https://tinyurl.com/u5ndsbx from PacerMonitor.com free of charge.
About Soas LLC
Soas, LLC, which conducts business under the name Island Drug, is a
long-term care pharmacy in Oak Harbor, Wash. It dispenses
medicinal preparations delivered to patients residing within an
intermediate or skilled nursing facility, including intermediate
care facilities for mentally retarded, hospice, assisted living
facilities, group homes, and other forms of congregate living
arrangements.
Soas LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Wash. Case No. 19-10928) on March 18, 2019. At the
time of the filing, the Debtor estimated assets and liabilities of
between $1 million and $10 million. The case is assigned to Judge
Marc Barreca. The Tracy Law Group PLLC is the Debtor's legal
counsel. No official committee of unsecured creditors has been
appointed in the case.
SOUTHERN DELI: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Southern Deli Holdings, LLC
d/b/a SD Holdings, LLC
211 W. Matthews St. #101
Matthews, NC 28105
Business Description: Southern Deli Holdings, LLC --
http://www.sdholdingsllc.com-- is a
restaurant franchisee headquartered in
Matthews, NC. Founded in 1999, SD Holdings
now owns and operates more than 100
restaurants across six states within
multiple brands such as Fuzzy's Taco Shop,
McAlister's Deli, MOD Pizza, and Sonic
Drive-In.
Chapter 11 Petition Date: February 7, 2020
Court: United States Bankruptcy Court
Western District of North Carolina
Five affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Southern Deli Holdings, LLC 20-30151
DBA SD Holdings, LLC
211 W. Matthews St. #101
Matthews, NC 28105
RTHT Investments LLC 20-30152
211 West Matthews Street
Suite 101
Matthews, NC 28105
SD Restaurant Group, LLC 20-30154
131 E Lincoln Ave., Ste C
Fort Collins, CO 80524
SD-Charlotte, LLC 20-30149
131 East Lincoln Avenue, Suite C
Fort Collins, CO 80524
SD-Missouri, LLC 20-30150
1209 Orange Street
Wilmington, DE 19801
Judge: Hon. Laura T. Beyer
Debtors'
General
Bankruptcy
Counsel: Zachary H. Smith, Esq.
MOORE & VAN ALLEN PLLC
100 N. Tryon Street
Suite 4700
Charlotte, NC 28202
Tel: 704-331-1000
Email: zacharysmith@mvalaw.com
Debtors'
Special
Bankruptcy
Counsel: Linda Simpson, Esq.
JD THOMPSON LAW
Southern Deli's
Estimated Assets: $1 million to $10 million
Southern Deli's
Estimated Liabilities: $10 million to $50 million
RTHT Investments'
Estimated Assets: $10 million to $50 million
RTHT Investments'
Estimated Liabilities: $10 million to $50 million
SD-Charlotte's
Estimated Assets: $1 million to $10 million
SD-Charlotte's
Estimated Liabilities: $1 million to $10 million
SD-Missouri's
Estimated Assets: $10 million to $50 million
SD-Missouri's
Estimated Liabilities: $10 million to $50 million
SD Restaurant Group's
Estimated Assets: $1 million to $10 million
SD Restaurant Group's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Yaron Goldman, managing member.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://is.gd/WpBQBZ
https://is.gd/BkNVSX
https://is.gd/KB8ZsR
https://is.gd/rGZaTh
https://is.gd/94FW01
Consolidated List of Debtors' 40 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Sonic Industries Inc. Trade Debts $3,869,726
PO Box 268946
Oklahoma City, OK 73126
Attn: CEO/President
Tel: 405-225-5000
2. ITRIA Ventures LLC Factoring Unknown
One Penn Plaza Agreement
Suite 4530
New York, NY 10119
Attn: Jordon Parker, Esq.
Tel: 212-644-4555
3. Libertas Funding, LLC Factoring Unknown
382 Greenwich Avenue Agreement
Suite 2 Second Floor
Greenwich, CT 06380
Attn: Gary Katcher
Tel: 800-704-8675
Email: customer.service@libertasfunding.com
4. Merchants Food Service Trade Debts $1,881,602
PO Box 1351
Hattiesburg, MS 39403-1351
Attn: Tamesha Barnes
Tel: 601-583-4351
Fax: 601-582-5333
5. TVT 2.0, LLC Factoring Unknown
1111 Draper Pky Agreement
Suite 200
Draper, UT 84020
Attn: CEO/Presient
Tel: 516-707-9131
Fax: 516-303-0060
6. EIN Cap, Inc. Factoring Unknown
160 Pearl Street Agreement
5th Floor
New York, NY 10005
Attn: Rusell Naftali
Tel: 646-632-1017
Fax: 800-519-7189
Email: r.naftali@eincap.com
7. National Retail Properties Inc. Trade Debts $695,467
PO Box 864205
Orlando, FL 32886-4205
Attn: Jay Whitehurst
Tel: 407-265-7348
Email: investorrelations@www.nnnreit.com
8. Advantage Platform Factoring Unknown
Services, Inc., (DBA) Agreement
Advantage Capital Funding
104 E. 25th Street
10th Floor
Attn: CEO/President
Tel: 844-843-3170
Fax: 866-880-6238
Email: info@advantagecapitalfunding.com
9. Reinhart Foodservice LLC Trade Debts $609,510
6250 N. River Road Suite 9000
Rosemont, IL 60018
Attn: CEO/President
Tel: 847-227-6500
10. Region Capital Factoring Unknown
323 Sunny Isles Blvd Agreement
Suite 501
Sunny Isles, FL 33160
Attn: CEO/President
Tel: 888-608-5559
Email: info@regioncapitalllc.com
11. EBF Partners, LLC Factoring Unknown
(DBA Everest Business Funding) Agreement
5 West 37th Street
Suite 1100
New York, NY 10018
Attn: CEO/President
Tel: 888-342-5709
Fax: 888-493-4091
Email: isosupport@ev-bf.com
12. AJ Equity Group LLC Factoring Unknown
1451 47th Street Agreement
Brookland, NY 11219
Attn: Sam Brown
Tel: 212-645-1835
Email: sam@ajequity.com
13. APP Funding LLC/ Royal Factoring Unknown
Business Group, LLC Agreement
1685 Ralph David Abernathy Blvd
Atlanta, GA 30310
Attn: CEO/President
Tel: 678-732-0498
14. Mantis Funding, LLC Factoring Unknown
64 Beaver Street Agreement
Suite #344
New York, NY 10004
Attn: CEO/President
Tel: 212-756-1297
15. AMS Contractors Inc. Trade Debts $175,035
6511 South Rocky River Road
Monroe, NC 28112
Attn: Ben Hager
Tel: 704-764-8333
Email: info@amscontractorsinc.com
16. Minacake Trade Debts $168,780
422 St Remy Blvd
Oxford, MS 38655
Attn: Michael L. King
Tel: 662-234-3303
17. Performance Food Service Trade Debts $124,920
2801 Alex Lee Blvd
Florence, SC 29506
Attn: Craig Hoskins
Tel: 800-800-6434
18. Blue Cross Blue Shield Health Insurance $101,219
PO Box 580017
Charlotte, NC 28258-0017
Attn: Scott P. Serota
Tel: 888-206-4697
19. Loomis Trade Debts $98,658
Dept 0757
PO Box 120001
Dallas, TX 75312-0757
Attn: Artiz Larrea
Tel: 214-272-5651
20. Cheney Brothers Inc. Trade Debts $97,789
1 Cheney Way
Riviera Beach, FL 33404
Attn: Byron Rusell
Tel: 800-432-1341
Email: webmaster@cheneybrothers.com
21. Bimbo Bakeries USA Trade Debts $88,888
PO Box 842419
Boston, MA 02284-2419
Attn: Fred Penny
Tel: 800-984-0989
22. RPSC Greenwood Retail LLP Trade Debts $87,895
6080 Jericho Tpke Ste 101
Commack, NY 11725
Attn: CEO/President
23. Pritchard and Jerden Trade Debts $87,050
950 East Paces Ferry Road NE
Suite 2000
Atlanta, GA 30326
Attn: Jim Bailey
Tel: 404-238-9090
Fax: 404-261-5440
Email: jbailey@pjins.com
24. IPFS Corporation Trade Debts $75,149
1055 Broadway 11th FL
Kansas City, MO 64105
Attn: CEO/President
Tel: 800-255-6316
Fax: 816-942-0475
25. Smith and Greene Company Inc. Trade Debts $71,448
1905 66th Ave South
Kent, WA 98032-1154
Attn: Brad Smith
Tel: 425-988-6625
Email: brads@smithandgreene.com
26. Service Properties Trust Corp Trade Debts $69,446
PO Box 776903
Chicago, IL 60677-6903
c/o the RMR Group LLC
Tel: 617-964-8389
Fax: 617-969-5730
Email: info@svcreit.com
27. David Joe Phillips Trade Debts $69,400
201 Telegraph Hill Blvd #2
San Francisco, CA 94133
Attn: CEO/President
28. Spirit Realty LLP Lease $58,495
2727 North Hanwood Street
Suite 300
Dallas, TX 75201
Attn: Jackson Hsieh
Tel: 972-476-1900
Fax: 800-973-0850
29. Store Capital Corporation Lease $52,047
8377 E Hartford Dr
Suite 100
Scottsdale, AZ 85255
Attn: Christopher H. Volk
Tel: 480-256-1100
Fax: 480-256-1101
Email: info@storecapital.com
30. Hagar Restaurant Service Inc. Trade Debts $50,933
6200 NW 2nd Street
Oklahoma City, OK 73127
Attn: CEO/President
Tel: 405-235-2184
Fax: 405-236-5592
Email: okcparts@hagarrs.com;
okcservice@hagarrs.com
31. NUCO2 Trade Debts $45,483
PO Box 417902
Boston, MA 02241-7902
Attn: CEO/President
Tel: 800-472-2855
Fax: 722-781-3500
32. Greer Walker LLP Trade Debts $43,000
227 W Trade Street
Suite 1100
Charlotte, NC 28202
Attn: Charles T. Greer
Tel: 704-377-0239
Email: charles.greer@greerwalker.com
33. Advantage II Trade Debts $36,093
1816 Sea Shell Ct
Windsor, CO 80550
Attn: CEO/President
34. P and M Holding Group LLP Trade Debts $36,000
16060 Collections Center Dr
Chicago, IL 60693
Attn: CEO/President
Tel: 248-352-2500
35. IA Matthews Sycamore, LLC Lease $31,659
3025 Highald Parkway
Suite 350
Downers Grove, IL 60515
Attn: Thomas P/ McGuinness
Tel: 630-570-0700
Email: info@inventrustproperties.com
36. FTS Berewick, LLC Lease $30,355
Attn: Jackson Smith
610 E. Morehead Street, Suite 100
Charlotte, NC 28202
c/o Aston Properties
Tel: 704-366-7337
37. Lucent Tech Inc Master Trade Debts $29,329
Pension Trust
4725 Piedmont Row Dr
Suite 800
Charlotte, NC 28210
c/o Lincoln Harris
Attn: Dawn Kibler
Tel: 704-714-7600
38. Group 11 Advisors LLC Trade Debts $28,560
600 City Pkwy W Ste 650
Orange, CA 92868
Attn: Andrew A. Talley
Tel: 714-262-4235
Fax: 714-464-4783
Email: info@group11advisors.com
39. Mecklenburg County Tax Trade Debts $28,020
Collector-Prop Tax
PO Box 71063
Charlotte, NC 28272-1063
Attn: Neal Dixon
Tel: 704-336-7600
Email: taxmeck@mecklenburgcountync.gov
40. Hunter Mechanical LLC Trade Debts $27,970
226 Salters Creek Rd
Hampton, VA 23661
Attn: CEO/President
Tel: 757-224-8229
Email: office@huntermechanical.net
STAR CHAIN: Softbrain Buying All Assets for $20K
------------------------------------------------
Star Chain, Inc. and US Star 18, LLC, ask the U.S. Bankruptcy Court
for the Northern District of Georgia to authorize the private sale
of substantially all their assets to Softbrain, Inc. for $20,000.
Because of insufficient liquidity to operate the stores associated
with US Star 18, LLC, the Debtor has closed it down. As a result,
the Debtors believe it is prudent to sell the assets and assign the
franchise agreements associated with such stores.
Pursuant to the Asset Purchase Agreement, the Debtor is selling
substantially all of the assets associated with the store
associated with US Star 18 and assuming and assigning the
associated franchise agreement. In exchange, the Buyer is paying
the Debtor $20,000. The landlord of the Debtors, Four Plus Corp.,
previously obtained stay relief pursuant to Order at Docket No.
398. The Debtors understand that the Landlord will enter into a
new lease with the Buyer.
Given the exigencies of time associated with the sale of the
Purchased Assets, and the fact that the store is already cleared,
the Debtors believe that their decision to enter into the Asset
Purchase Agreement there is a sound business justification for
granting the Motion would be in best interests of creditors and the
Debtors' estate.
There are various closing condition deadlines and right to
terminate deadlines in the APA. The Closing Condition Deadlines
include the following: (a) Jan. 24, 2020 - deadline to file the
Motion; (b) Jan. 27, 2020 - deadline for the entry of an order
scheduling the sale hearing on Jan. 31, 2020 and setting an
objection deadline on Jan. 30, 2020; (c) Feb. 3, 2020 - deadline
for the entry of the Sale Order. The Right to Terminate Deadlines
include the following: (a) Feb. 29, 2020 - closing deadline
(subject to the adjustment provisions of section 9.1(a)) and (b)
Feb. 3, 2020 - deadline for the entry of the Sale Order.
The APA requires a good faith deposit of $10,000, which is
currently being held in the Debtors' counsel's escrow account.
The Debtors have determined that a sale of the Purchased Assets
pursuant to the APA will be the most effective way to maximize the
value of their bankruptcy estates for the benefit of their
creditors in view of the limitation in time authoring to sell the
Purchase Asset. Indeed, absent approval of a prompt sale of the
Acquired Assets to the Purchaser, the Debtors will be evicted from
the premises and months may go by before a new tenant could be
found by the Landlord. As such, they believe that they have
demonstrated a sound business justification for the relief
requested in the Motion.
Adequate assurance of future performance shall be presented at the
Sale Hearing. If necessary, the Debtors will adduce facts at the
sale hearing to refute any objection, demonstrating the financial
wherewithal of the Purchaser, and its willingness and ability to
perform under the executory contracts to be assumed and assigned.
Furthermore, to the extent that any defaults exist under any
executory contract that is to be assumed and assigned in connection
with the sale of the Purchased Assets, the Purchaser or the Debtors
will cure any such default contemporaneously with or as soon as
practicable after consummation of an assumption and assignment of
such executory contract or unexpired lease.
The Debtors ask the Court to approves the APA as a private sale
pursuant to Rule 6004(e) of the Bankruptcy Rules. Given the
exigencies of time and their questionable ability to sell the
Purchased Assets to another bidder, the Debtors believe that a
private sale is prudent.
The Debtors ask that the Sale Order be effective immediately by
providing that the 14-day stays applicable under Rules 6004(h) and
6006(d) of the Bankruptcy Rules be waived.
US Star 18 is a party to a lease agreement with Four Plus Corp. for
the property located at 3600 Dallas Highway, Suite 290, Marietta,
Georgia. On Jan. 16, 2020, the Court entered an order granting
stay relief to the Landlord to take possession of the Premises.
Out of an abundance of caution, the Debtor askss that, as a part of
the order approving the sale, that the Lease be formally rejected
as of the date stay relief was granted.
Finally, the Debtors ask an emergency hearing on its requested
relief because they could be irreparably harmed if the sale is not
consummated prior to Feb. 1, 2020. The Buyer and the Landlord plan
to enter into a new lease effective Feb. 1, 2020. There are
limited interested parties to this transaction and time is of the
essence to consummate the sale. The Buyer expects the full use of
the Premises by February 1, 2020 if it is going to be responsible
for paying rent for the month of February. The Debtors
respectfully ask that the Court sets a hearing prior to Feb. 1,
2020.
A copy of the Agreement is available at
https://tinyurl.com/todremd from PacerMonitor.com free of charge.
The Purchaser:
SOFTBRAIN, INC.
270 Cumming Street
Alpharetta, GA 30009
Attn: Mr. Habip Alparslan
The Purchaser is represented by:
SHEPHERD LAW, LLC
3353 Peachtree Road, Suite 955
Atlanta, GA 30326
Attn: Mark D. Oaks, Esq.
About Star Chain
Star Chain, Inc., is a Georgia-based company that operates as the
management company for all affiliated "US Star" debtors. The
affiliated "US Star" debtors operate approximately four dozen
restaurants with franchisors Captain D's, Checkers, Newk's, and
Yogli Mogli. The Debtors' membership interests are owned by the
same person, Omer Casurluk. The Debtors have common secured
creditors and are part of one business operation.
On Oct. 2, 2019, Star Chain, Inc., as Lead Debtor, and 26 other
affiliates sought Chapter 11 protection (Bankr. N.D. Ga. Lead Case
No. 19-65768) in Atlanta, Georgia. In the petition signed by Omer
Casurluk, manager, Star Chain, Inc., was estimated to have assets
at $1 million to $10 million, and liabilities at $10 million to $50
million. The Hon. Wendy L. Hagenau is the case judge. Wiggam &
Geer, LLC is counsel to the Debtors. Rountree Leitman & Klein,
LLC, is Wiggam & Geer's co-counsel.
TAKING KIDZ: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The Office of the U.S. Trustee on Feb. 4, 2020, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Taking Kidz Places, Inc.
About Taking Kidz Places
Based in Pearland, Texas, Taking Kidz Places, Inc. filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Case No. 19-37001) on Dec. 23, 2019, listing under $1
million in both assets and liabilities. The Debtor is represented
by the Law Office Of Nelson M. Jones III.
TAMARACK AEROSPACE: Hires Elsaesser Anderson as Mediator
--------------------------------------------------------
Tamarack Aerospace Group, Inc., seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Washington to employ
Elsaesser Anderson, Chtd., as mediator to the Debtor.
Tamarack Aerospace requires Elsaesser Anderson to assist in the
mediation of the issues between the Debtor and Class 3 Creditor DH
Aeronautics.
Elsaesser Anderson will be paid at the hourly rates of $192 to
$385.
Elsaesser Anderson will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Ford Elsaesser, partner of Elsaesser Anderson, Chtd., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Elsaesser Anderson can be reached at:
Ford Elsaesser
ELSAESSER ANDERSON, CHTD.
414 Church Street, Suite 201
Sandpoint, ID 83864
Tel: (208) 263-8517
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.
TARA RETAIL: Hires DiPiero Simmons as Co-Special Counsel
--------------------------------------------------------
Tara Retail Group, Inc., seeks authority from the U.S. Bankruptcy
Court for the Northern District of West Virginia to employ DiPiero
Simmons McGinley & Bastress, PLLC, as co-special counsel to the
Debtor.
Tara Retail requires DiPiero Simmons to assist and provide legal
services in relation to the Adversary Proceeding No. 1:18-ap-00010,
pending before the bankruptcy court.
The agreed-upon contingency fee to be received by DiPiero Simmons
in connection with A.P. 1:18-ap-00010 is 40% of Debtor's gross
recovery on its Counterclaims in A.P. 1:18-ap-00010.
Robert M. Bastress III, partner of DiPiero Simmons McGinley &
Bastress, PLLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
DiPiero Simmons can be reached at:
Robert M. Bastress III, Esq.
DIPIERO SIMMONS MCGINLEY & BASTRESS, PLLC
604 Virginia Street, East
Charleston, WV 25301
Tel: (304) 342-0133
Fax: (304) 342-4605
E-mail: rob.bastress@dbdlawfirm.com
About Tara Retail Group
Tara Retail Group, LLC, owns The Crossings Mall in Elkview, West
Virginia, which had tenants that included Kmart and Kroger. The
Company is headed by businessman Bill Abruzzino. The Crossings Mall
has been closed and inaccessible to the public since massive floods
swept through West Virginia on June 23, 2016.
On Dec. 23, 2016, U.S. District Judge Thomas Johnston appointed
Martin Perry, a managing director at Newmark Grubb Knight Frank's
Pittsburgh office, as receiver.
To stop a foreclosure sale of its shopping center, Tara Retail
Group, LLC, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No.
17-00057) on Jan. 24, 2017. The petition was signed by William A.
Abruzzino, managing member. The case judge is the Hon. Patrick M.
Flatley. The Debtor estimated assets and debt of $10 million to $50
million.
The Debtor tapped Steven L. Thomas, Esq., at Kay, Casto & Chaney
PLLC as bankruptcy counsel. DiPiero Simmons McGinley & Bastress,
PLLC, as co-special counsel.
Secured creditor COMM2013 CCRE12 Crossings Mall Road, LLC, is
represented in the case by Sharon Troesch, Esq., Buchanan Ingersoll
& Rooney PC, in Pittsburgh, Pennsylvania.
TEXAS ROADRUNNER: A & A Buying 3 Pacer Trailers for $50K
--------------------------------------------------------
Texas Roadrunner Express, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Texas to authorize the sale of the
following three semi-truck trailers to A & A Gonzalez Trucking, LLC
for $50,000: (i) 1999/Pacer Trailer, VIN 1C9FA4028X1257549; (ii)
1999/Pacer Trailer, VIN 1CQFA4026X1257582; and (iii) 1996/Pacer
Trailer, VIN 1C9FA4020T1257071.
The trailers are no longer needed in the Debtor's operation, as its
agreement with the sole contractor for these milk trailers has been
terminated by Debtor due to non-payment or slow payment history.
The selling price for the trailers is $50,000, which is the fair
market value thereof, based on the Debtor's recent efforts to sell
such trailers prior to, and after, it sought relief in the Court.
The sale is specifically designated an "As Is" contract.
Interstate Bank of Perryton, Texas, holds a valid, blanket lien on
said equipment, (and all other equipment owned by the Debtor) to
secure a debt to the bank in excess of$200,000. Interstate Bank
has approved the sale and announced such in open court at the
Amarillo Chapter 11 docket on Jan. 16, 2020.
The Buyer has an immediate and urgent need for the equipment and
has executed the Agreement subject only to Court approval, and also
subject to the Buyer's obtaining financing, which has already been
approved by FirstBank Southwest.
Additionally, because the equipment depreciates with time, and due
to the immediate need of the debtor to reduce the amount owed to
Interstate Bank, (which also has a cash collateral lien), and in
order to quickly reduce the cost of insuring said equipment, the
Debtor (by separate Motion) that notice and hearing on the matter
be expedited.
The purchase price and proceeds of the sale will be deposited into
the trust account of the Debtor's counsel located at Amarillo
National Bank, in Amarillo, Texas, known as "Northern Law IOLTA
Trust."
Upon an order from the Court approving the sale, the Debtor will
pay $50,000 proceeds of the sale to Interstate Bank of Perryton,
Texas, and the Buyer will be permitted to pick up the three
trailers at the equipment yard of the Debtor in Borger, Texas.
Again, the request for the relief is urgent to reduce the operating
costs of the Debtor, and as part of its cash collateral interim
agreement with Interstate Bank, and to satisfy the needs of the
Buyer.
The objection deadline is Feb. 28, 2020.
A copy of the Contract is available at https://tinyurl.com/qoprzg6
from PacerMonitor.com free of charge.
About Texas Roadrunner Express
Texas Roadrunner Express, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-20361) on Nov.
15, 2019. In the petition signed by Delfino I. Moreno, managing
member, the Debtor was estimated to have under $50,000 in assets
and under $500,000 in debt. The Debtor is represented by Van W.
Northern, Esq., at Northern Legal, P.C.
TNTMD P.A.: Seeks to Hire Jason A. Burgess as Counsel
-----------------------------------------------------
TNTMD, P.A., seeks authority from the U.S. Bankruptcy Court for the
Middle District of Florida to employ The Law Offices of Jason A.
Burgess, LLC, as counsel to the Debtor.
TNTMD, P.A. requires Jason A. Burgess to:
a. give advice to the Debtor with respect to its powers and
duties as debtor-in-possession and the continued management
of its business;
b. advise the Debtor with respect to its responsibilities in
complying with the US Trustee's Operating Guidelines and
Reporting Requirements and with the Local Rules of this
Court;
c. prepare motions, pleadings, orders, applications,
disclosure statements, plans of reorganization, commence
adversary proceedings, and prepare other such legal
documents necessary in the administration of this case;
d. protect the interest of the Debtor in all matters pending
before the Court; and
e. represent the Debtor in negotiations with their creditors
and in preparation of the disclosure statement and plan of
reorganization.
Jason A. Burgess will be paid at these hourly rates:
Attorneys $335
Paralegals $75
The Debtor paid Jason A. Burgess the amount of $4,717, of which the
Firm paid $1,717 for the filing fee.
Jason A. Burgess will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jason A. Burgess, partner of The Law Offices of Jason A. Burgess,
LLC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor and its
estates.
Jason A. Burgess can be reached at:
Jason A. Burgess, Esq.
THE LAW OFFICES OF JASON A. BURGESS, LLC
1855 Mayport Road
Atlantic Beach, FL 32233
Tel: (904) 372-4791
Fax: (904) 372-4994
About TNTMD, P.A.
TNTMD, P.A., filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Fla. Case No. 3:20-bk-00291) on Jan. 29, 2020, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Jason A. Burgess, Esq., at The Law Offices of Jason A. Burgess,
LLC.
TRANSPORTER OF ARIZONA: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: The Transporter of Arizona, LLC
4060 S. Avenue 3 1/4 E
Yuma, AZ 85365
Business Description: The Transporter of Arizona, LLC is a
trucking company in Yuma, Arizona.
Chapter 11 Petition Date: February 7, 2020
Court: United States Bankruptcy Court
District of Arizona
Case No.: 20-01311
Judge: Hon. Brenda Moody Whinery
Debtor's Counsel: Thomas H. Allen, Esq.
ALLEN BARNES & JONES, PLC
1850 N. Central Avenue, Suite 1150
Tel: 602-256-6000
E-mail: tallen@allenbarneslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Luis M. Barriga, member/manager.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/9rUN97
UNLOCKD MEDIA: Headed for 0% Plan If No Recovery From Suits
-----------------------------------------------------------
According to their Amended Combined Plan of Liquidation and
Disclosure Statement, Unlockd Media, Inc., and Unlockd Operations
US Inc. have no assets other than cash and causes of action,
particularly antitrust causes of action against Google LLC and
various of its affiliates.
Accordingly, the Debtors are proposing a straightforward
liquidating plan in which all of their assets and all of their
liabilities will be combined through a process known as substantive
consolidation. Substantive consolidation will eliminate all
intercompany debt between Media and Operations, which otherwise
would be substantial. All of the assets and all of the liabilities
of the consolidated entity will be transferred to a liquidation
trust, which will pursue the various causes of action.
Upon conclusion of the causes of action, all proceeds will be
distributed in accordance with a Trust Waterfall as follows:
(1) Payment of all costs of the Liquidation Trust, including,
without limitation, repayment of any litigation funding, payment of
the fees and expenses of professionals; payment of the fees and
expenses of the Trustee; payment of the fees and expenses of any
experts, witnesses, and personnel of Debtors working on the
litigation and/or liquidation; and all other fees and expenses;
then
(2) Payment of all unpaid Allowed administrative expenses of the
Chapter 11 with interest at 4% per annum from the Effective Date;
then
(3) Payment of all Allowed unpaid Priority Tax Claims Pro Rata
until all such Claims have been paid in full; then
(4) Payment of all Allowed unpaid Priority Non-tax Claims Pro
Rata until all such Claims have been paid in full; then
(5) Payment of all Allowed, Non-insider General Unsecured Claims
Pro Rata until all such Claims have been paid in full; then
(6) Payment of all Allowed Insider General Unsecured Claims Pro
Rata until all such Claims have been paid in full; and then
(7) the remaining amount, if any, Pro Rata to the Holders of
Equity Interests in the Debtors.
The amount of the payments to creditors and interest Holders
depends entirely on the success of any litigation brought by the
Liquidation Trust. There can be no guarantee that there will be
any payments whatsoever to creditors; however, if the Plan is not
approved and the Debtors are liquidated today, it is anticipated
that there would be no payments beyond payment of Allowed
Administrative Claims.
The Debtors had liquidated all of their physical assets prior to
filing the Chapter 11 Cases. Today, the Debtors have cash on hand
of approximately $60,000, most of which is earmarked for
Professional Fees. Their only other known asset consist of a
handful of accounts receivable, intercompany debt which is believed
to be uncollectible, and Causes of Action, particularly against
Google. Other than these Causes of Action, the Debtors have no
significant assets. Absent a recovery on the Causes of Action,
there are virtually no assets to be distributed to Holders of
Allowed Claims. The purpose of this Plan is to give Debtors the
opportunity to pursue the Causes of Action in order to provide a
distribution to creditors and Interest Holders.
Class 2: General Unsecured Non-Insider Claims. The Debtors estimate
that in a substantively consolidated Entity, there will be
approximately $1,900,600 of Allowed Unsecured Non-Insider Claims.
Currently, there is approximately $2,200,600 of General Unsecured
Non-Insider Claims scheduled or Filed against the Debtors. There is
no way to estimate the payment on such Claims, as, it will depend
entirely on the Liquidation Trust Recoveries.
Class 3: General Unsecured Insider Claims. The Debtors estimate
that in a substantively consolidated Entity, the Allowed General
Unsecured Insider Claims will be approximately $6,175,000.
Currently, there is approximately $9,350,000 of General Unsecured
Insider Claims scheduled or Filed against the Debtors. There is no
way to estimate the payment on such Claims, as, it will depend
entirely on the Liquidation Trust Recoveries.
A full-text copy of the Amended Combined Plan of Liquidation and
Disclosure Statement dated January 29, 2020, is available
at https://tinyurl.com/s4vxdke from PacerMonitor.com at no
charge.
Counsel for Debtors and
Debtors-in-Possession:
Sandra E. Mayerson, Esq.
David H. Hartheimer, Esq
MAYERSON & HARTHEIMER, PLLC
845 Third Avenue, 11th floor
New York, NY 10022
(646) 778-4380
.
About Unlockd Media Inc. and
Unlockd Operations US Inc.
Unlockd Media Inc. -- https://unlockd.com/ -- is a company that
offers Unlockd a mobile platform that rewards consumers when they
unlock their digital device and view targeted ads, content or
offers.
Unlockd Media and its affiliate Unlockd Operations US Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case Nos. 18-13243 and 18-13248) on Oct. 26, 2018. At the time of
the filing, each Debtor estimated assets of less than $500,000 and
liabilities of $1 million to $10 million. The cases have been
assigned to Judge James L. Garrity Jr.
WALKER ENVIRONMENTAL: Hires Carolyn Ray Wakefield as Accountant
---------------------------------------------------------------
Walker Environmental Services, Inc. d/b/a Rebel High Velocity Sewer
Services, seeks authority from the U.S. Bankruptcy Court for the
Southern District of Mississippi to employ Carolyn Ray Wakefield,
C.P.A., as accountant to the Debtor.
Walker Environmental requires Carolyn Ray Wakefield to:
-- prepare the Debtor's monthly reports and tax returns; and
-- perform any other accounting services necessary in the
Chapter 11 bankruptcy proceedings.
Carolyn Ray Wakefield will be paid at the hourly rate of $100.
Carolyn Ray Wakefield will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Carolyn Ray Wakefield assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and estates.
Carolyn Ray Wakefield can be reached at:
Carolyn Ray Wakefield
618 Crescent Boulevard
Ridgeland, MS 39157
Tel: (601) 957-0073
About Walker Environmental Services
Walker Environmental Services, Inc., d/b/a Rebel High Velocity
Sewer Services, is a provider of plumbing services.
Walker Environmental Services sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Miss. Case No. 19-04314) on Dec.
4, 2019. The petition was signed by Andrew C. Walker,
vice-president. At the time of filing, the company was estimated
to have assets under $50,000 and liabilities under $10 million.
The case is assigned to Judge Neil P. Olack. The company tapped R.
Michael Bolen, Esq., at HOOD & BOLEN, PLLC, as counsel.
WATERTECH HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Watertech Holdings, LLC
aka Watertech Equipment and Sales, LLC
238 Albemarle Road
Charleston, SC 29407
Business Description: Watertech Holdings, LLC is in the
disinfecting services business.
Chapter 11 Petition Date: February 6, 2020
Court: United States Bankruptcy Court
Southern District of Carolina
Case No.: 20-00662
Judge: Hon. John E. Waites
Debtor's Counsel: G. William McCarthy Jr., Esq.
MCCARTHY, REYNOLDS, & PENN, LLC
P.O. Box 11332
Columbia, SC 29211-1332
Tel: 803-771-8836
Total Assets: $2,115,000
Total Liabilities: $2,187,115
The petition was signed by Robert Fei, manager.
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/zsi9o4
WATSON GRINDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Watson Grinding & Manufacturing Co. 20-30967
4525 Gessner Road
Houston, TX 77041
Watson Valve Services, Inc. 20-30968
4525 Gessner Road
Houston, TX 77041
Business Description: Watson Grinding & Manufacturing Co. --
http://www.watsongrinding.com/-- provides
precision machined parts, thermal spray
coatings, and grinding services to the
companies in the oil & gas, chemical, and
mining industries.
Watson Valve -- http://watsonvalve.com/--
is a turn-key OEM manufacturer of severe
service ball valves. Additionally, the
Company provides: hydrostatic & pneumatic
pressure testing; oxygen service cleaning;
on-site/off-site installation support &
troubleshooting; valve dis-assembly,
analysis, repair, and rebuilding; actuation
system mounting/installation; CNC & manual
machining; grinding; thermal spray coatings;
coatings analysis; and non-destructive
testing.
Chapter 11 Petition Date: February 6, 2020
Court: United States Bankruptcy Court
Southern District of Texas
Judge: Hon. Marvin Isgur
Debtors' Counsel: Jarrod B. Martin, Esq.
MCDOWELL HETHERINGTON LLP
1001 Fannin, Suite 2700
Houston, TX 77002
Tel: (713) 337-5580
E-mail: jarrod.martin@mhllp.com
- and -
JONES, MURRAY & BEATTY, LLC
Watson Grinding's
Estimated Assets: $10 million to $50 million
Watson Grinding's
Estimated Liabilities: $10 million to $50 million
Watson Valve Services'
Estimated Assets: $10 million to $50 million
Watson Valve Services'
Estimated Liabilities: $500,000 to $1 million
The petitions were signed by Robert White, chief operating
officer.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://is.gd/brJdLp
https://is.gd/AaVdHn
A. List of Watson Grinding's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Astro Alloyws Inc. $0
9155 Emmott Road
Houston, TX 77040
2. Baker Botts LLP $68,000
910 Louisian Street
Suite 3200
Houston, TX 77002
3. C&M Technologies Group, Inc. $0
350 North Saint Paul Street
Dallas, TX 75201
4. Earl M. Jorgensen $0
6201 Lumerdale Road
Houston, TX 77092
5. Gulfco Forge Company $0
6817 Industrial Road
Houston, TX 77005
6. Halco Metals $0
9611 Telge Road
Houston, TX 77095
7. Hunter Chemical LLC $0
220 Commerce Drive #200
Fort Washington, PA 19034
8. Lineage Alloys $0
1901 Ellis School Road
Baytown, TX 77521
9. Matheson Tri-Gas $0
166 Keystone Drive
Montgomeryville, PA 18936
10. North American $0
Hoganas Co.
111 Hoganas Way
Hollsopple, PA 15935
11. Norton Rose Fulbright $58,000
1301 McKinney Street
Suite 1500
Houston, TX 77010
12. Parrish International, Inc. $0
PO Box 468
Hempstead, TX 77445
13. Scott Stainless Specialities $0
501 Georgia Avenue
South Houston, TX 77587
14. Technical Engineering, LLC $0
100 Chapel Road
Manchester, CT06042
15. Texas Capital Bank $3,000,000
c/o Timothy Million
600 Travis Street
Suite 2350
Houston, TX 77002
16. ThyssenKrupp $0
Attention: General Counsel
111 W Jackson Boulevard
Suite 2400
Chicago, IL 60604
17. Tricor Metals $280,000
3517 N Loop 336 W
Conroe, TX 77304
18. Victory Metals $0
4125 Hollister Road
Houston, TX 77080
19. Vinatech Engineering $0
7747 Formula Place
San Diego, CA 92121
20. Webb Industrial LLC $0
2433 Lofton Terrace
Fort Worth, TX 76109
B. List of Watson Valve Services' Nine Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. AccroSeal $0
316 Briggs Street
Vicksburg, MI 49097
2. EGC Enterprises, Inc. $0
140 Parket Court
Chardon, OH 44024
3. Lamons Gasket Company $0
7300 Airport Boulevard
Houston, TX 77061
4. MSO Seals & Gaskets, Inc. $0
4702 Steffani Lane
Houston, TX 77041
5. Scorve Valve Services, Inc. $0
Building B
6410 Langfield Road
Houston, TX 77092
6. Texas Capital Bank $3,000,000
c/o Timothy Million
600 Travis Street
Suite 2350
Houston, TX 77002
7. The Nut Place $0
6605 Gessner Road
Houston, TX 77040
8. Watson Grinding & Manufacturing Co. $0
4525 Gessner Road
Houston, TX 77041
9. Watson Valve Services $0
Australia
13 Link Cresent
Coolum Beach,
Queensland 4573
The Debtors said that on the Petition Date, they did not have
access to all of their books and records. The lists of 20 largest
creditors are an estimate based upon the information available to
the Debtors at that time.
WC 56 EAST AVENUE: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The Office of the U.S. Trustee on Feb. 4, 2020, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of WC 56 East Avenue, LLC.
About WC 56 East Avenue
WC 56 East Avenue, LLC, is a single asset real estate debtor, as
defined in Section 101(51B) of the Bankruptcy Code.
WC 56 East Avenue sought Chapter 11 protection (Bankr. W.D. Tex.
Case No. 19-11649) on December 2, 2019, in Austin, Texas. In the
petition signed by Brian Elliott, the Debtor's corporate counsel,
the Debtor was estimated to have between $10 million and $50
million in both assets and liabilities. Judge Tony M. Davis is
assigned to the case. Waller Lansden Dortch & Davis, LLP, is the
Debtor's legal counsel.
WILLISTON CITY, ND: Moody's Affirms Ba2 Rating $47MM GOULT Debt
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 rating on the City of
Williston, ND's general obligation unlimited tax debt. The city has
$47 million of GOULT debt, $870,000 of which is rated. The outlook
has been revised to stable from negative.
RATINGS RATIONALE
The Ba2 rating incorporates Williston's heavy reliance on the oil
and gas production industry. Improving oil production levels and
the 2017 opening of the Dakota Access Pipeline have strengthened
the local economy, driving growth in sales taxes and oil and gas
production taxes, which are the city's primary revenue sources. The
rating also incorporates the city's operating reserves, which are
healthy despite ongoing General Fund support to the sewer
enterprise. Other credit attributes include moderate
post-retirement liabilities.
Williston's leverage is very high, reflecting sizeable capital
projects the city has taken on to accommodate rapid population
growth. The city's outstanding debt totals $262 million. This
figure includes $47 million in GOULT debt, and a $60 million loan
from the Bank of North Dakota loan to finance recently completed
construction on an airport facility. This borrowing, which is
secured by oil and gas revenue, matures in a bullet payment due in
October 2020. The city intends to arrange take out financing for
the bullet maturity.
RATING OUTLOOK
The stable outlook reflects its expectation that the city's
leverage will begin to moderate, as no new material borrowing is
planned, other than an additional borrowing of around $65 million
over the next few months. It also reflects its expectation that the
city will secure takeout financing for the $60 million in debt that
comes due in October 2020. Sales tax and oil and gas production tax
revenue should continue to grow, supporting the city's healthy
financial position. Recent management changes will likely
strengthen budgeting practices going forward.
FACTORS THAT COULD LEAD TO A UPGRADE
- Declines in the city's debt burden
- Increased willingness and ability to raise revenue, including
sewer utility rates in order to reduce the sewer enterprise's
reliance on General Fund support
- Diversification of the regional economy that reduces the
city's
reliance on revenue generated from oil and gas production
FACTORS THAT COULD LEAD TO A DOWNGRADE
- A downturn in the area's oil and gas production activity that
pressures the city's revenue from sales taxes or oil and gas
production taxes
- Declines in liquidity in the city's general operating funds
or enterprise funds
- Increases in the city's debt without commensurate revenue
growth
- Difficulty with arranging take out financing for the $60
million
bullet maturity due in October 2020
LEGAL SECURITY
Debt service on the city's GOULT debt is secured by special
assessments levied by the city against benefiting properties and,
ultimately, by the city's GOULT pledge, which is the basis of its
rating.
USE OF PROCEEDS
Not applicable
PROFILE
Williston is the county seat of Williams County in western North
Dakota (Aa1 stable). The city has a population of more than 25,000
people. It provides police, fire, and water and sewer services, and
it also operates an airport.
YAGER ENTERPRISES: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The Office of the U.S. Trustee on Feb. 4, 2020, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Yager Enterprises
Incorporated.
About Yager Enterprises
Yager Enterprises Incorporated sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Minn. Case No. 19-43873) on Dec.
30, 2019. At the time of the filing, the Debtor disclosed assets
of between $500,001 and $1 million and liabilities of the same
range. Judge Katherine A. Constantine oversees the case. Thomas
H. Olive Law, P.A. is the Debtor's legal counsel.
ZAYO GROUP: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned a 'B' issuer credit rating and stable
outlook to Zayo Group Holdings Inc., which has plans to raise $8.9
billion of debt financing to support its acquisition by EQT
Infrastructure IV (not rated) and Digital Colony Acquisitions LLC
(not rated) in a take-private transaction valued at $14.9 billion.
S&P took the rating action to reflect the elevated leverage
resulting from the transaction, while also factoring in favorable
prospects for Zayo's fiber business.
The rating agency also assigned a 'B' issue-level rating and '3'
recovery rating to the company's proposed first-lien senior secured
credit facilities, which comprise a $750 million revolving credit
facility due 2025 and $5.1 billion first-lien term loan due 2027,
and the proposed $1 billion proposed senior secured notes due 2027.
The '3' recovery rating indicates S&P's expectation of meaningful
(50%-70%; rounded estimate: 60%) recovery in the event of a payment
default.
At the same time, S&P assigned a 'CCC+' issue-level rating and '6'
recovery rating to the proposed $2.1 billion senior unsecured notes
due 2028. The '6' recovery rating indicates S&P's expectation for
negligible (0%-10%; rounded estimate: 0%) recovery in the event of
a payment default.
"We view Zayo Group LLC as a core subsidiary of Zayo Group Holdings
and are equalizing our ratings on Zayo Group LLC with our ratings
on Zayo Group Holdings," S&P said.
"Therefore, we are lowering our issuer credit rating on Zayo Group
LLC to 'B' from 'B+' and removing it from CreditWatch with negative
implications, where we placed it on March 7, 2019," the rating
agency said.
The ratings on Zayo reflect S&P's expectation for high leverage
under the control of private equity sponsors EQT and Digital
Colony, partly offset by its solid operating fundamentals and good
long-term prospects based on rising demand for bandwidth in its
fiber solutions business. S&P expects the leveraged buyout to
result in higher adjusted leverage of about 6.5x in fiscal 2020
compared with 4.2x for the last 12 months (LTM) ended Sept. 30,
2019. Furthermore, while S&P believes leverage will gradually
decline from EBITDA growth, the rating agency expects it to remain
elevated, at above 6x over the next couple of years. S&P expects
leverage will decline to the low-6x area in fiscal 2021 due to
improving revenue trends in the fiber segment and modest EBITDA
growth. However, despite Zayo's ability to reduce leverage
organically, S&P believes it will adopt a more aggressive financial
policy under private equity ownership, including the potential for
debt-financed acquisitions longer-term.
The stable outlook reflects S&P's expectation that adjusted
leverage will be in the low- to mid-6x area over the next year due
to modest EBITDA growth and limited free operating cash flow (FOCF)
generation, providing some cushion against the rating agency's 7x
downgrade threshold.
"We could lower the rating if greater competition results in higher
churn or pricing pressure, leading to lower than expected EBITDA
such that leverage is sustained above 7x for a prolonged period and
the company's FOCF weakens. We could also lower the rating if Zayo
adopts a more aggressive financial policy, incurring debt to fund
acquisitions or dividends to its owners, and leverage rises above
7x," S&P said.
"Although unlikely under current sponsor ownership, we could raise
the rating if the company sustains adjusted leverage below 5x.
However, even under that scenario, an upgrade is contingent on
Zayo's owners maintaining a financial policy that allows for
leverage to be sustained comfortably at that level, even with more
acquisitions or leveraging events. We would also have to see
sustained positive FOCF," the rating agency said.
[^] BOND PRICING: For the Week from February 3 to 7, 2020
---------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
24 Hour Fitness
Worldwide Inc HRFITW 8.000 46.339 6/1/2022
24 Hour Fitness
Worldwide Inc HRFITW 8.000 46.798 6/1/2022
Alta Mesa Holdings LP /
Alta Mesa Finance
Services Corp ALTMES 7.875 1.500 12/15/2024
Approach Resources Inc AREX 7.000 1.863 6/15/2021
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bon-Ton Department
Stores Inc/The BONT 8.000 10.000 6/15/2021
Bristow Group Inc BRS 6.250 5.753 10/15/2022
Bristow Group Inc BRS 4.500 12.336 6/1/2023
Buffalo Thunder
Development Authority BUFLO 11.000 50.000 12/9/2022
California Resources Corp CRC 8.000 31.799 12/15/2022
California Resources Corp CRC 6.000 25.223 11/15/2024
California Resources Corp CRC 5.500 41.980 9/15/2021
California Resources Corp CRC 8.000 32.902 12/15/2022
California Resources Corp CRC 6.000 26.250 11/15/2024
Chaparral Energy Inc CHAP 8.750 31.332 7/15/2023
Chaparral Energy Inc CHAP 8.750 30.846 7/15/2023
Chukchansi Economic
Development Authority CHUKCH 9.750 49.784 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 10.250 49.750 5/30/2020
DFC Finance Corp DLLR 10.500 67.125 6/15/2020
DFC Finance Corp DLLR 10.500 67.125 6/15/2020
Dean Foods Co DF 6.500 18.250 3/15/2023
Dean Foods Co DF 6.500 19.750 3/15/2023
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 9.375 2.750 5/1/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 6.375 0.500 6/15/2023
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 8.000 2.000 2/15/2025
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 9.375 2.424 5/1/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 8.000 2.007 2/15/2025
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Transfer LP ET 7.500 103.215 10/15/2020
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 39.850 7/15/2023
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 39.505 7/15/2023
FTS International Inc FTSINT 6.250 53.570 5/1/2022
Federal Farm Credit Banks
Funding Corp FFCB 2.350 99.130 4/13/2026
Federal Farm Credit Banks
Funding Corp FFCB 1.700 99.695 7/24/2020
Federal Home Loan Banks FHLB 2.050 99.546 5/18/2023
Federal Home Loan Banks FHLB 2.700 98.079 8/10/2032
Federal Home Loan Banks FHLB 2.450 99.623 5/18/2026
Federal Home Loan
Mortgage Corp FHLMC 1.820 99.853 5/11/2022
Federal National
Mortgage Association FNMA 1.665 99.498 8/10/2021
Ferrellgas Partners LP /
Ferrellgas Partners
Finance Corp FGP 8.625 50.119 6/15/2020
Ferrellgas Partners LP /
Ferrellgas Partners
Finance Corp FGP 8.625 50.651 6/15/2020
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
Foresight Energy LLC /
Foresight Energy
Finance Corp FELP 11.500 2.362 4/1/2023
Foresight Energy LLC /
Foresight Energy
Finance Corp FELP 11.500 2.960 4/1/2023
Fresh Market Inc/The TFM 9.750 48.825 5/1/2023
Fresh Market Inc/The TFM 9.750 47.803 5/1/2023
Frontier
Communications Corp FTR 10.500 46.870 9/15/2022
Frontier
Communications Corp FTR 8.500 47.891 4/15/2020
Frontier
Communications Corp FTR 7.125 48.046 1/15/2023
Frontier
Communications Corp FTR 6.250 46.041 9/15/2021
Frontier
Communications Corp FTR 8.750 47.188 4/15/2022
Frontier
Communications Corp FTR 9.250 47.174 7/1/2021
Frontier
Communications Corp FTR 8.875 46.131 9/15/2020
Frontier
Communications Corp FTR 10.500 47.034 9/15/2022
Frontier
Communications Corp FTR 10.500 47.034 9/15/2022
Global Eagle
Entertainment Inc ENT 2.750 39.604 2/15/2035
Goodman Networks Inc GOODNT 8.000 52.923 5/11/2022
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
High Ridge Brands Co HIRIDG 8.875 0.255 3/15/2025
Hornbeck Offshore
Services Inc HOSS 5.000 25.283 3/1/2021
Jonah Energy LLC / Jonah
Energy Finance Corp JONAHE 7.250 28.000 10/15/2025
Jonah Energy LLC / Jonah
Energy Finance Corp JONAHE 7.250 26.386 10/15/2025
Liberty Media Corp LMCA 2.250 56.868 9/30/2046
Liberty Property LP LPT 3.750 107.804 4/1/2025
MAI Holdings Inc MAIHLD 9.500 21.000 6/1/2023
MAI Holdings Inc MAIHLD 9.500 20.295 6/1/2023
MAI Holdings Inc MAIHLD 9.500 20.300 6/1/2023
MF Global Holdings Ltd MF 9.000 15.623 6/20/2038
MF Global Holdings Ltd MF 6.750 15.625 8/8/2016
Mashantucket Western
Pequot Tribe MASHTU 7.350 16.000 7/1/2026
McDermott Technology
Americas Inc /
McDermott Technology
US Inc MDR 10.625 13.750 5/1/2024
McDermott Technology
Americas Inc /
McDermott Technology
US Inc MDR 10.625 13.500 5/1/2024
Murray Energy Corp MURREN 12.000 0.001 4/15/2024
Murray Energy Corp MURREN 12.000 0.874 4/15/2024
NWH Escrow Corp HARDWD 7.500 53.543 8/1/2021
NWH Escrow Corp HARDWD 7.500 53.543 8/1/2021
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 32.283 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 33.742 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 32.340 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 33.149 10/25/2024
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 3.866 5/15/2019
Northwest Hardwoods Inc HARDWD 7.500 45.000 8/1/2021
Northwest Hardwoods Inc HARDWD 7.500 50.966 8/1/2021
OMX Timber Finance
Investments II LLC OMX 5.540 0.573 1/29/2020
Optimas OE Solutions
Holding LLC / Optimas
OE Solutions Inc OPTOES 8.625 59.979 6/1/2021
OMX Timber Finance
Investments II LLC OPTOES 8.625 59.979 6/1/2021
Pioneer Energy
Services Corp PESX 6.125 23.461 3/15/2022
Powerwave Technologies Inc PWAV 3.875 0.019 10/1/2027
Powerwave Technologies Inc PWAV 3.875 0.019 10/1/2027
Pyxus International Inc PYX 9.875 63.460 7/15/2021
Pyxus International Inc PYX 9.875 54.000 7/15/2021
Pyxus International Inc PYX 9.875 63.973 7/15/2021
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Rolta LLC RLTAIN 10.750 8.830 5/16/2018
Rovi Corp TIVO 0.500 99.790 3/1/2020
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.125 16.500 11/1/2020
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 16.500 11/1/2021
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.125 16.500 11/1/2020
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 16.500 11/1/2021
Sanchez Energy Corp SNEC 7.750 5.450 6/15/2021
Sanchez Energy Corp SNEC 6.125 4.950 1/15/2023
Sears Holdings Corp SHLD 8.000 1.030 12/15/2019
Sears Holdings Corp SHLD 6.625 11.875 10/15/2018
Sears Holdings Corp SHLD 6.625 9.688 10/15/2018
Sears Roebuck
Acceptance Corp SHLD 7.000 0.989 6/1/2032
Sears Roebuck
Acceptance Corp SHLD 7.500 1.082 10/15/2027
Sears Roebuck
Acceptance Corp SHLD 6.500 1.000 12/1/2028
Sears Roebuck
Acceptance Corp SHLD 6.750 0.680 1/15/2028
Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014
Stearns Holdings LLC STELND 9.375 45.412 8/15/2020
Stearns Holdings LLC STELND 9.375 45.412 8/15/2020
Summit Midstream
Partners LP SMLP 9.500 51.563 N/A
Tapstone Energy LLC /
Tapstone Energy
Finance Corp TAPENE 9.750 0.690 6/1/2022
Tapstone Energy LLC /
Tapstone Energy
Finance Corp TAPENE 9.750 0.570 6/1/2022
Techniplas LLC TECPLS 10.000 62.500 5/1/2020
Techniplas LLC TECPLS 10.000 83.849 5/1/2020
Teligent Inc/NJ TLGT 4.750 34.750 5/1/2023
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018
Tesla Energy
Operations Inc/DE TSLAEN 3.600 89.886 3/26/2020
Tesla Energy
Operations Inc/DE TSLAEN 3.600 90.000 6/11/2020
Tesla Energy
Operations Inc/DE TSLAEN 3.600 89.886 4/23/2020
Tesla Energy
Operations Inc/DE TSLAEN 3.600 89.886 5/21/2020
Tesla Energy
Operations Inc/DE TSLAEN 3.600 89.886 5/14/2020
Transworld Systems Inc TSIACQ 9.500 25.636 8/15/2021
Transworld Systems Inc TSIACQ 9.500 25.636 8/15/2021
UCI International LLC UCII 8.625 4.780 2/15/2019
Ultra Resources Inc/US UPL 7.125 6.708 4/15/2025
Ultra Resources Inc/US UPL 6.875 11.490 4/15/2022
Ultra Resources Inc/US UPL 7.125 6.950 4/15/2025
Ultra Resources Inc/US UPL 6.875 11.262 4/15/2022
Unit Corp UNTUS 6.625 44.877 5/15/2021
VIVUS Inc VVUS 4.500 86.559 5/1/2020
Windstream Services LLC /
Windstream Finance Corp WIN 7.500 15.000 6/1/2022
Windstream Services LLC /
Windstream Finance Corp WIN 6.375 13.625 8/1/2023
Windstream Services LLC /
Windstream Finance Corp WIN 6.375 13.754 8/1/2023
Windstream Services LLC /
Windstream Finance Corp WIN 8.750 14.105 12/15/2024
Windstream Services LLC /
Windstream Finance Corp WIN 7.750 14.837 10/1/2021
Windstream Services LLC /
Windstream Finance Corp WIN 8.750 14.105 12/15/2024
Windstream Services LLC /
Windstream Finance Corp WIN 7.750 14.774 10/15/2020
rue21 inc RUE 9.000 1.322 10/15/2021
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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
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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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***