/raid1/www/Hosts/bankrupt/TCR_Public/200213.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, February 13, 2020, Vol. 24, No. 43
Headlines
2001 W OAKLAND: Taps Latham Luna as Legal Counsel
510 R.O.K. REALTY: Exclusive Solicitation Period Moved to May 26
A.L.L. INTERNATIONAL: Unsecureds to Get 100% in 3 Years in Plan
ABC DEMOLITION: Has Court Permission to Use Cash Collateral
ADAMIS PHARMACEUTICALS: CVI Investments Reports 4.6% Stake
ADVANCED GREEN: Exclusivity Period Extended to April 15
ALTA MESA: $85M Sale of All Assets of KFM Debtors to BCE-Mach OK'd
ALTA MESA: Exclusivity Period Extended to April 8
AMERICAN EXPRESS: Moody's Assigns First Time B2 CFR, Outlook Stable
AMERICAN LIQUOR: Seeks Permission to Use Cash Collateral
ANTERO MIDSTREAM: Fitch Cuts IDR to BB- & Alters Outlook to Neg.
APELLIS PHARMACEUTICALS: Wellington Mgmt, et al. Report 13.7% Stake
APX GROUP: Moody's Rates New $500MM Senior Secured Notes 'B2'
ASPEN LANDSCAPING: Owner's Spouse Fails in Bid to Dismiss Case
ASTRA ACQUISITION: Fitch Assigns 'B' LT IDR, Outlook Stable
AT&T INC: Moody's Rates Series B Perpetual Preferred Stock 'Ba1'
B&T GLOBAL: Unsecureds Owed $110K to Split $12.5K in Plan
BROOKFIELD RESIDENTIAL: Moody's Rates $500MM Unsec. Notes 'B1'
BUMBLE BEE: $931M Sale of Company Assets to Tonos Approved
BURL SCROGGS: $1.6M Sale of Moore-Hartley Property Approved
CABINET DISTRIBUTORS: U.S. Trustee Unable to Appoint Committee
CABRERA INVESTMENTS: Seeks Extension to Disclosure Hearing
CALIFORNIA RESOURCES: State Street Has 10% Stake as of Jan. 31
CCC LOT 2: Voluntary Chapter 11 Case Summary
CONTINENTAL CAST: Creditors Committee Members Disclose Claims
CONTINENTAL CAST: Exclusivity Period Extended to March 17
COSTA HOLLYWOOD: Exclusivity Period Extended to March 17
DARREN B. MCCORMICK: Foreign Reps' $300K Sale of Roane Property OKd
DIGNITY GROUP: $165K Sale of Dallas Home to Guel Approved
DOMINION GROUP: Deadline to File Exit Plan Extended Until April 1
DON KARL JURAVIN: Trustee's $35K Sale of Assets Denied as Moot
DONNA J. BARNES: Feb. 29 Auction of Property Moved to March 7
DREAM BIG RESTAURANTS: Exclusivity Period Extended to April 24
EVENTIDE CREDIT: U.S. Trustee Forms 7-Member Committee
GADSDEN PROPERTIES: Chief Executive Officer Hartman Resigns
GALVESTON BAY PROPERTIES: Unsecureds Get 100% in 5 Years in Plan
GREAGER CUSTOM: To Seek Plan Confirmation March 12
GREENBERG GOURMET: Seeks to Employ Cohen Baldinger as Counsel
GREENHILL & CO: Moody's Puts Ba2 CFR on Review for Downgrade
HARSO CORP: Fitch Corrects Feb. 10 Ratings Release
HCA INC: Fitch Rates Senior Unsecured Notes 'BB/RR4'
HCA INC: Moody's Rates New Senior Unsecured Notes 'Ba2'
HENDRICKSON TRUCK: Gets Final Court Nod on Cash Collateral Use
HENDRICKSON TRUCK: Gets Final OK to Borrow Under Modified Agreement
HOVA MANAGEMENT: Seeks to Hire Michael F. Kanzer as Legal Counsel
HQ PRIME: Court Lifts Stay to Allow Collateral Sale, Dismisses Case
HUDSON TECHNOLOGIES: Cooper Creek Has 9.7% Stake as of Dec. 31
INTERIM HEALTHCARE: Seeks to Hire Healthcare Consulting as Broker
JM GRAIN: Feb. 27 Plan Confirmation Hearing Set
LIFEPOINT HEALTH: Moody's Rates New Senior Secured Notes 'B1'
MID-CITIES HOME: May Pay Professionals' Interim Fees
MILLMAC CORP: Proposed Auction of Bartow Business Equipment Granted
MLW LLC: Unsecureds Owed $148K to Get $81.6K in Liquidating Plan
MORIAH POWDER: Has Permission to Use Lender's Cash Thru Feb. 29
MOVE4ALL INC: U.S. Trustee Unable to Appoint Committee
MURRAY ENERGY: Davis Polk Updates on Superpriority Lenders
MURRAY ENERGY: Frost Brown 2nd Update on Superpriority Lenders
MURRAY METALLURGICAL: Case Summary & 30 Top Unsecured Creditors
MURRAY METALLURGICAL: Enters Chapter 11 After Deal with Creditors
NATIONAL QUARRY: Seeks to Hire Waldrep LLP as Bankruptcy Counsel
NFINITY GROUP: U.S. Trustee Unable to Appoint Committee
NORTHERN ILLINOIS UNIVERSITY: Moody's Rates $128MM 2020B Bonds Ba2
NORTHWEST BAY: Unsecured Creditors Not Impaired in Plan
OHM HOSPITALITY: Lender Opposes Budget; Court Dismisses Case
OHM HOSPITALITY: Seeks Three Months' Access to Cash Collateral
OMEROS CORP: Appoints Former Amazon Treasurer Zumwalt to Board
PG&E CORPORATION: Unsecureds Unimpaired in Knighthead Plan
PHUONG NAM: U.S. Trustee Objects to Amended Disclosure & Plan
POST HOLDINGS: Moody's Rates New $1BB Senior Unsecured Notes 'B2'
PURPLE SHOVEL: Court Confirms Plan of Liquidation
PVV LLC: $3.1M Sale of Oklahoma Property to Patel Approved
QUALITY REIMBURSEMENT: Unsecureds Get 100% Plus Interest in Plan
RABBE FARMS: Appeals Court Flips Decision on Buyout Payment
REAVANS GILBERT: Court Prohibits Use of GVA Cash Collateral
RED PHOENIX: Seeks to Use Cash Collateral Thru Final Hearing Date
RED PHOENIX: Wins Court Approval to Use Cash Collateral
RENTPATH HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
RENTPATH HOLDINGS: Files for Chapter 11 with CoStar, Lenders Deal
RENTPATH HOLDINGS: Has $587.5M Cash Offer from CoStar
RESTLAND MEMORIAL: Unsecureds Get $1.2K Plus Sale Proceeds in Plan
RESTLAND MEMORIAL: Unsecureds to Get Up to 20% in 2nd Amended Plan
ROCKIN R INDUSTRIAL: Gets Interim Approval to Use Cash Collateral
ROSEGARDEN HEALTH: PCO Files January Report
ROSEGARDEN HEALTH: Tomaino Files February Report
SCOOBEEZ INC: Exclusivity Period Extended to Feb. 28
SCOTTSDALE PET SUITE: U.S. Trustee Unable to Appoint Committee
SHERIDAN HOLDING: Exclusivity Period Extended to July 13
SHOPPINGTOWN MALL NY: Plan Solicitation Period Extended to April 9
SOUTHERN LIVING: Rockhall Funding to Pay Off Claims
STEM HOLDINGS: Soldinger Replaces Marcum as Accountants
STERICYCLE INC.: Fitch Affirms LT IDR at 'BB', Outlook Negative
STONE OAK MEMORY: Court Grants Interim Approval on Cash Access
TENDER LOVING HOME: Unsecureds Get 21% in 5.5 Years in Plan
TEXAS ROADRUNNER: $50K Sale of 3 Pacer Trailers to A & A Approved
TH REMODELING: Unsecureds Recover 12% in Plan
THOMAS HEALTH: Seeks to Use Bond Trustee's Cash Collateral
TOUCH OF HEAVEN: U.S. Trustee Responds to Cash Collateral Motion
TOUCH OF HEAVEN:Seeks OK to Use Cash Collateral, Amends Cash Motion
TURIN AVIATION: March 26 Moecker Auction of Provost N300LT Approved
USA GYMNASTICS: Has Exclusive Right to File Plan Until April 3
VAC FUND HOUSTON: Proposed Sale of Houston Property Approved
VAQUERIA ORTIZ: Seeks 60-Day Extension to File Disclosure & Plan
VERITY HEALTH: Court Okays Closure of St. Vincent Medical Center
WEST COAST DISTRIBUTION: Proposes Liquidating Plan
WIREPATH LLC: Moody's Hikes First Lien Loans to B2, Outlook Stable
WOODSTOCK REALTY: Wins 7th Interim Order to Use Cash Collateral
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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2001 W OAKLAND: Taps Latham Luna as Legal Counsel
-------------------------------------------------
2001 W Oakland Park Blvd LLC received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire Latham
Luna Eden & Beaudine, LLP as its legal counsel.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
a. advise the Debtor of its rights and duties in the
bankruptcy case;
b. prepare pleadings related to the bankruptcy case, including
disclosure statement and plan of reorganization;
c. take other necessary actions incident to the proper
preservation and administration of the Debtor's bankruptcy estate.
Latham Luna will be paid at these hourly rates:
Attorneys $550
Paraprofessionals $160
The attorneys expected to provide the services are:
Daniel Velasquez $300 per hour
Justin Luna $425 per hour
Frank M. Wolff $550 per hour
The firm was paid a fee of $10,000 for post-petition services and
work-related expenses.
Justin Luna, Esq., a partner at Latham Luna, assured the court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
Latham Luna can be reached at:
Justin M. Luna, Esq.
Latham Luna Eden & Beaudine, LLP
111 N. Magnolia Avenue, Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathlamluna.com
About 2001 W Oakland Park Blvd LLC
2001 W Oakland Park Blvd LLC, a commercial real estate investment
company in Orlando, Fla., filed a voluntary petition under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-08236) on
Dec. 18, 2019, listing under $1 million in both assets and
liabilities. Judge Karen S. Jennemann oversees the case. Justin
M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP, is the Debtor's
legal counsel.
510 R.O.K. REALTY: Exclusive Solicitation Period Moved to May 26
----------------------------------------------------------------
Judge Louis Scarcella of the U.S. Bankruptcy Court for the Eastern
District of New York extended to May 26 the period during which 510
R.O.K. Realty, LLC can solicit acceptances for its Chapter 11
plan.
About 510 R.O.K. Realty
510 R.O.K. Realty, LLC owns and operates fitness and entertainment
facilities, It conducts business under the names ROK Health &
Fitness, 510 Ocean Avenue and ROK Group.
510 R.O.K. Realty sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-75344) on July 30,
2019. At the time of the filing, the Debtor disclosed $542,670 in
assets and $1,188,490 in liabilities. Judge Louis A. Scarcella
oversees the case.
The Debtor tapped Rosen & Kantrow, PLLC as legal counsel; Warren
Hirsch, CPA as accountant; and Brown Harris Stevens Commercial Real
Estate, LLC as business broker.
A.L.L. INTERNATIONAL: Unsecureds to Get 100% in 3 Years in Plan
---------------------------------------------------------------
A.L.L. International, LLC., owner of an apartment complex in El
Paso County, Texas, has proposed a reorganization plan.
If the Plan is confirmed, the Reorganized Debtors will be allowed
to continue to operate the Apartment Complex and proceed to repay
their creditors from operations and additional contributions from
the Debtors' owners (or sale or refinancing of the Apartment
Complex with enough time). Under the Plan, the assets of the
Debtors should be sufficient to pay all creditors
The Debtor believes that, it can increase the occupancy in the
Apartment Complex to achieve profitability over its debt service.
Additionally, the Debtor will utilize the proceeds of its
litigation against American Modern insurance company), if any,
towards repairs and operations.
In general, the Debtors' Plan proposes to pay all Allowed Claims of
creditors in full in cash in installments. Such payments to
creditors will be made over time from operations and from
additional contributions from the Debtors’ owner, or upon sale of
the Apartment Complex. Their primary means for paying creditors
involve: (i) increasing income by leasing the remaining vacant
spaces in the Apartment Complex to create additional sources of
revenue; (ii) decreasing expenses by improving operations; and
(iii) marketing the Apartment Complex units for lease.
The Plan provides that the Debtor will restructure its secured
mortgage debt to mature 30 years from the Effective Date. Secured
tax creditors will be paid in full with interest over a five-year
period commencing on the Effective date of the Plan, and retain
their liens until paid. Unsecured creditors will be paid the full
principal amount of their claims with interest over a three-year
period commencing on the Effective date of the Plan, with possibly
accelerated payments if any proceeds remain from the Insurance
Claims after repairs are performed to the Apartment Complex.
A full-text copy of the Amended Disclosure Statement dated February
5, 2020, is available at https://tinyurl.com/t53d7ba from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Ron Satija
HAJJAR PETERS LLP
3144 Bee Caves Rd Austin, Texas 78746
Tel: 512.637.4956
Fax: 512.637.4958
E-mail: rsatija@legalstrategy.com
About A.L.L. International
A.L.L. International owns Marks Street Apartments, an 8-unit
apartment community located at 8931 Marks Street and 8935 Marks
Street, El Paso, El Paso County, Texas. The managing member is
Rosa Maria De La Canal, which owns 100% of the company.
A.L.L. International filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tex. Case No. 19-11182) on Sept. 3, 2019, estimating under $1
million in assets and liabilities. The Hon. Christopher Mott is
the presiding judge. Ron Satija, Esq., at Hajjar Peters, LLP, is
the Debtor's counsel.
ABC DEMOLITION: Has Court Permission to Use Cash Collateral
-----------------------------------------------------------
Judge Karen S. Jennemann authorized ABC Demolition, Inc., to use
cash collateral to pay quarterly fees due to the U.S. Trustee,
current and necessary expenses pursuant to the budget and other
amounts as may be approved in writing by the secured creditors.
The approved budget covering the period through March 2020 provided
for $89,350 in total expenses for the month of February 2020,
including $50,000 for payroll to non-insiders, $10,000 for payroll
to insiders and $6,000 for fuel, among others.
Secured creditors, including Complete Business Solutions Group,
Inc. d/b/a Par Funding, are granted a perfected post-petition lien
against cash collateral to the same extent and with the same
validity and priority as the secured creditors' respective
prepetition liens.
A copy of the order is available for free at https://is.gd/XzvB4y
from PacerMonitor.com.
About ABC Demolition
Based in Deland, Florida, ABC Demolition, Inc. filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 19-06838) on Oct. 18, 2019, listing under $1 million in
both assets and liabilities. Kenneth D Herron, Jr., at Herron Hill
Law Group, PLLC, represents the Debtor.
ADAMIS PHARMACEUTICALS: CVI Investments Reports 4.6% Stake
----------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, CVI Investments, Inc disclosed that as of Dec. 31,
2019, it beneficially owns 3,000,000 shares of common stock of
Adamis Pharmaceuticals Corporation, which represents 4.6 percent of
the shares outstanding.
The number of Shares reported as beneficially owned consists of
Shares issuable upon the exercise of warrants to purchase Shares.
The Warrants are not exercisable to the extent that the total
number of Shares then beneficially owned by a Reporting Person and
its affiliates and any other persons whose beneficial ownership of
Shares would be aggregated with such Reporting Person for purposes
of Section 13(d) of the Exchange Act, would exceed 4.99%.
The Company's Quarterly Report on Form 10-Q, filed on Nov. 12,
2019, indicates there were 61,633,809 Shares outstanding as of Nov.
12, 2019.
Heights Capital Management, Inc., which serves as the investment
manager to CVI Investments, Inc., may be deemed to be the
beneficial owner of all Shares owned by CVI Investments, Inc.
A full-text copy of the regulatory filing is available for free at
the SEC's website at:
https://is.gd/BDdgUq
About Adamis
San Diego, Calif.-based Adamis Pharmaceuticals Corporation
(OTCQB:ADMP) -- http://www.adamispharmaceuticals.com/-- is a
specialty biopharmaceutical company primarily focused on developing
and commercializing products in various therapeutic areas,
including respiratory disease and allergy. The Company's Symjepi
(epinephrine) Injections 0.3mg and 0.15mg were approved for use in
the emergency treatment of acute allergic reactions, including
anaphylaxis. Adamis recently announced a distribution and
commercialization agreement with Sandoz, a division of Novartis
Group, to market Symjepi in the U.S. Adamis is developing
additional products, including the company's ZIMHI naloxone
injection product candidate for the treatment of opioid overdose,
and a metered dose inhaler and dry powder inhaler product
candidates for the treatment of asthma and COPD. The company's
subsidiary, U.S. Compounding, Inc., compounds sterile prescription
drugs and certain nonsterile drugs for human and veterinary use, to
patients, physician clinics, hospitals, surgery centers and other
clients throughout most of the United States.
Adamis incurred a net loss of $39 million in 2018, following a net
loss of $25.53 million in 2017. As of Sept. 30, 2019, the Company
had $52.84 million in total assets, $12.54 million in total
liabilities, and total stockholders' equity of $40.30 million.
Mayer Hoffman McCann P.C., in San Diego, California, the Company's
auditor since 2007, issued a "going concern" qualification in its
report on the Company's consolidated financial statements for the
year ended Dec. 31, 2018. The auditors noted that the Company has
incurred recurring losses from operations, and is dependent on
additional financing to fund operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
ADVANCED GREEN: Exclusivity Period Extended to April 15
-------------------------------------------------------
Judge Madeleine Wanslee of the U.S. Bankruptcy Court for the
District of Arizona extended to April 15 the exclusivity period
during which Advanced Green Innovations, LLC and its affiliates can
file a Chapter 11 plan.
The companies needed additional time to continue to negotiate with
their lender, CH4 Power LLC, and the official committee of
unsecured creditors on what they hope to be a consensual plan of
reorganization.
Advanced Green Innovations
Advanced Green Innovations LLC and its subsidiaries are clean
energy companies developing and commercializing an array of green
technologies.
Advanced Green Innovations, LLC, ZHRO Power, LLC, and ZHRO
Solutions, LLC sought Chapter 11 protection (Bankr. D. Ariz. Case
No. 19-11766, 19-11768, and 19-11771) on Sept. 16, 2019.
In the petitions signed by Terry Kennon, president, Advanced Green
and ZHRO Solutions were each estimated to have up to $50,000 in
assets and $1 million to $10 million in liabilities. ZHRO Power was
estimated to have up to $50,000 in assets and $10 million to $50
million in liabilities.
The Debtors tapped Michael W. Carmel, Ltd. as their bankruptcy
counsel; and Jaburg & Wilk, P.C. as their special counsel.
CH4 Power, LLC, the DIP Lender, and the ad hoc committee of
creditors are represented by Stinson LLP.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Oct. 28, 2019. The
committee is represented by Engelman Berger, P.C.
ALTA MESA: $85M Sale of All Assets of KFM Debtors to BCE-Mach OK'd
------------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas authorized the bidding procedures of Kingfisher
Midstream, LLC, and its subsidiaries, affiliates of Alta Mesa
Resources, Inc., in connection with the auction sale of
substantially all their assets to BCE-Mach III, LLC for $85.25
million, cash, subject to certain purchase price adjustments.
The Debtors conducted an Auction on Jan. 15, 2020 in accordance
with the Bidding Procedures Order. The offer of the Buyer, upon
the terms and conditions set forth in the PSA, was designated as
the Successful Bid. The Ad Hoc Noteholder Group was selected as
the Back-Up Bidder.
The Sale Hearing was held on Jan. 21, 2020.
The PSA, including all of the terms and conditions thereof, and the
Allocation are approved.
The Debtors are further authorized and directed to pay, without
further order of the Court, whether before, at, or after the
Closing, any expenses or costs that are required to be paid in
order to consummate the Transactions contemplated by the PSA and
perform their obligations under the PSA. The automatic stay
imposed by section 362 of the Bankruptcy Code is modified solely to
the extent necessary to implement the provisions of the PSA and the
Order.
Upon consummation of the Transactions, other than with respect to
payment of Cure Costs, all cash proceeds of the Transactions (other
than those required to be held in escrow pursuant to the terms of
the PSA and the Order will be placed into a segregated,
interest-bearing account established and maintained by the Debtors
and will remain in that account until further order of the Court,
which order, for the avoidance of doubt, may be the order
confirming a chapter 11 plan for any Debtor.
To the extent the Debtors are entitled to any Escrowed Amounts
released from escrow, such released Escrowed Amounts will be Sale
Proceeds for all purposes thereunder and will be placed in the
segregated, interest-bearing account referenced pending further
order of the Court. All Liens, Claims, and Interests will attach
to the Sale Proceeds to the same extent and with the same priority
as existed prior to consummation of the Transactions, subject to
any claims, defenses and objections, if any, that the Debtors,
their estates, or any other party in interest may possess with
respect thereto. This provision is without prejudice to the rights
of the AMH Agent to seek payment from the Sale Proceeds.
The Backup Bid is and will remain binding, open, and irrevocable
until the earlier of (i) 11:59 p.m. on the date that is 30 days
after the entry of the Sale Order, or (ii) the closing of the
Transactions with the Successful Bidder. In the event the Buyer
fails to close the Transactions or the Debtors otherwise have the
right to terminate the PSA pursuant to the terms thereof, the
Debtors may terminate the PSA and accept the bid of the Backup
Bidder.
The sale is free and clear of any and all Liens, Claims, and
Interests of any kind or nature whatsoever, other than the Assumed
Obligations and Permitted Encumbrances, to the extent provided in
the PSA.
Pursuant to sections 105(a) and 365 of the Bankruptcy Code, and
subject to and conditioned upon the Closing, the Debtors assumption
and assignment to the Buyer of the Assigned Contracts is approved,
and the requirements of section 365(b)(1) of the Bankruptcy Code
with respect thereto are deemed satisfied.
Until the entry of a final order of judgment or settlement in the
Securities Litigation, the Debtors (a) will preserve and maintain
the Debtors' books, records, documents, files, electronic data (in
whatever format, including native format), or any tangible object
potentially relevant to the Securities Litigation, wherever stored,
(b) will not destroy, abandon, transfer, or otherwise render
unavailable such Potentially Relevant Books and Records, and (c)
will comply with any order of any court of competent jurisdiction
or document request or subpoena, as applicable, issued in
connection with the Securities Litigation with respect to any
Potentially Relevant Books and Records, subject to any appropriate
objections pursuant to the Federal Rules of Civil Procedure or the
Federal Rules of Evidence.
To the extent the Debtors receive notice from the Buyer in
accordance with Section 9.6 of the PSA of the Buyer's intent to
destroy Records retained by the Buyer, the Debtors shall, within
seven days of receipt of such Notice of Destruction, provide to the
counsel of record to the Plaintiffs written notice of such Notice
of Destruction, and the Plaintiffs' right to object to or otherwise
contest the destruction of such Records are hereby reserved.
For the avoidance of doubt, notwithstanding anything else to the
contrary contained in the Sale Order, all rights, claims, and
interests of Posse Energy, Ltd. and Petrotiger IV, Ltd., as filed
of record in the Kingfisher County, Oklahoma property records and
as asserted in those proceedings styled (1) Diamond Production
Company, LLC, et al. v. Posse Resources, et al., No. CV-2018-130,
in the District Court of Kingfisher County, Oklahoma; and (2)
PetroTiger IV, Ltd., et al. v. Diamond Production Company, LLC, et
al., No. CV-2018-148, in the District Court of Kingfisher County,
Oklahoma, constitute Permitted Encumbrances to the extent provided
under the PSA and are preserved to such extent.
Notwithstanding anything to the contrary in the Sale Order, to the
extent that the Buyer pursuant to the PSA elects to cause the
Debtors to assume and assign to the Buyer that certain "Nemaha
Farmout Agreement" dated as of August 2016 between and among
Longfellow Nemaha, LLC, Longfellow Energy, LP, GS Global (Nemaha)
LLC, Nemaha Exploration and Production LLC, Fine Energy Nemaha,
Inc., and Aju Investment Holdings USA Inc. as Farmor, and OEA, as
Farmee, the Buyer will not take such rights, title and interest in
the Nemaha Farmout Agreement free and clear of those rights and
provisions, including, without limitation, any reversionary rights
of the Farmee provided in the Nemaha Farmout Agreement.
The ad valorem taxes for tax year 2020 by Fort Bend County,
Galveston County, Harris County, Jim Hogg County, Lavaca County,
Matagorda County, Mathis ISD, Montgomery County, Normangee ISD,
Robertson County, San Patricio County pertaining to the Assets will
become the responsibility of the Purchaser and the 2020 ad valorem
tax liens will be retained against the Assets until said taxes,
including any penalties and interest that may accrue, are paid in
full. For the avoidance of any doubt, the Debtors will transfer
the Debtor Assets to the Buyer free and clear of all Liens, Claims,
and Interests, including any Liens, Claims, or Interests of any Tax
Authority (other than any such Liens, Claims or Interests that
constitute Permitted Encumbrances or Assumed Obligations, to the
extent provided in the PSA). Any liens of the Tax Authorities
under applicable law for unpaid taxes for tax years prior to 2020,
including any penalties and interest that may accrue on such
amounts, will attach to the cash proceeds of the Debtors to the
same extent and with the same priority as the liens they now hold
against the property of the Debtors. The claims and liens of the
Tax Authorities will remain subject to any objections any party
would otherwise be entitled to raise as to the priority, validity
and/or extent of such liens.
Not later than Feb. 12, 2020 at 5:00 p.m. (CT), Stevens Trucking
will file a motion asserting claim to sale proceeds, which will set
forth (i) the amount to which Stevens Trucking asserts an
entitlement to the Sale Proceeds, (ii) a comprehensive statement as
to the basis of such right, and (iii) a comprehensive statement as
to why such rights are superior or have priority with respect to
any valid and recorded liens that were filed in the public record
as of the date on which the person's rights accrued. Not later
than Feb. 26, 2020 at 5:00 p.m. (CT), any party-in-interest may
file an objection on the Court's docket to the Stevens Proceeds
Motion. The Court will conduct an evidentiary hearing on March 13,
2020, at 1:30 p.m. (CT) regarding the Stevens Proceeds Motion in
the event an objection to such motion is filed and not otherwise
resolved.
Notwithstanding anything else to the contrary contained in the Sale
Order or in the PSA, the vehicles identified in the Ford Motor
Credit Company, LLC's Objection to Proposed Sale of Vehicles
Subject to Purchase Money Security Interest as Vehicle Vin 802,
Vehicle Vin 892, Vehicle vin 943, and Vehicle vin 472, will not be
sold, assigned, transferred, or conveyed to the Buyer under the PSA
or the Order. For the avoidance of doubt, the Seller will retain
all rights, title, and interests, to the extent existing as of the
date thereof, in the Ford Vehicles after the Closing Date of the
sale.
Not later than Feb. 12, 2020 at 5:00 p.m. (CT), Simons will file a
Motion Asserting Claim to Sale Proceeds. Not later than Feb. 26,
2020 at 5:00 p.m. (CT), any party-in-interest may file an objection
on the Court's docket to the Simons Proceeds Motion. The Court
will conduct an evidentiary hearing on March 13, 2020, at 1:30 p.m.
(CT) regarding the Simons Proceeds Motion in the event an objection
to such motion is filed and not otherwise resolved.
Notwithstanding anything in the Sale Order to the contrary, the
parties have agreed to resolve the Latshaw Drilling Company, LLC's
Objection to Notice of Proposed Cure Costs filed by Latshaw, and
otherwise address the assumption and assignment of the Rig 12
Contract and Rig 13 Contract. The parties continue to discuss the
Cure Costs, if any, that will be due and owing to Latshaw as to
each Latshaw Contract in the event the Buyer determines to
designate such contracts as Assigned Contracts in accordance with
the PSA. The Cure Costs that will be due and owing to Latshaw as
to each Latshaw Contract in the event such contracts are assumed
and assigned to the Buyer will be the amount agreed between Latshaw
and the Debtors or the Buyer, as the case may be, without further
order of the Court.
Nothing in the order will be construed to authorize or permit: (i)
the transfer of any seismic, geological or geophysical data or
intellectual property owned by Seitel Data, Ltd., Seitel Data
Corp., and/or Seitel Offshore Corp., or (ii) the assumption and/or
assignment of any master license agreement and/or supplemental
agreements between Seitel and any Debtor, which assumption and/or
assignment, if any, is subject to subsequent order of the Court
after notice to Seitel and a hearing (including an opportunity to
respond), with all parties' rights and defenses with respect
thereto reserved.
Notwithstanding anything else to the contrary contained in the Sale
Order or in the PSA, an undivided 18.8802085% interest in that
certain lease identified as lease no. 2039-00815-001, relating to
the property located in Kingfisher County, Oklahoma and described
as NW/4 of Section 32, Township 15N, Range 5W will not be sold,
assigned, transferred, or conveyed to the Buyer under the PSA or
the Sale Order.
Effectiveness of the Order will be stayed until 10:00 a.m. on Feb.
12, 2020, but only as to the consummation of the contemplated
Transactions. There is no stay as to the taking of action by the
parties in furtherance of preparing for the consummation of the
contemplated Transactions. Following the Stay Expiration Deadline,
the Order will be immediately effective and enforceable and its
provisions will be self-executing.
A copy of the APA and the Order is available at
https://tinyurl.com/rqo9ees from PacerMonitor.com free of charge.
About Alta Mesa Resources
Alta Mesa Resources, Inc., is an independent energy company focused
on the development and acquisition of unconventional oil and
natural gas reserves in the Anadarko Basin in Oklahoma, and through
Kingfisher Midstream, LLC, provides best-in-class midstream energy
services, including crude oil and gas gathering, processing and
marketing and produced water disposal to producers in the STACK
play.
Alta Mesa reported $1.4 billion in assets and $864 million in
liabilities as of Dec. 31, 2018.
Alta Mesa and six affiliates sought Chapter 11 protection (Bankr.
S.D. Tex. Case No. 19-35133) on Sept. 11, 2019.
The Hon. Marvin Isgur is the case judge.
The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as
attorneys; and Perella Weinberg Partners LP and its affiliate Tudor
Pickering Holt & Co Advisors LP as investment banker. Prime Clerk
LLC is the claims agent.
ALTA MESA: Exclusivity Period Extended to April 8
-------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas extended the period during which Alta Mesa
Resources, Inc. and its affiliates have the exclusive right to file
a Chapter 11 plan to April 8 and the period during which the
companies have the exclusive right to solicit a plan to June 5.
About Alta Mesa Resources
Alta Mesa Resources, Inc., is an independent energy company focused
on the development and acquisition of unconventional oil and
natural gas reserves in the Anadarko Basin in Oklahoma, and through
Kingfisher Midstream, LLC, provides best-in-class midstream energy
services, including crude oil and gas gathering, processing and
marketing and produced water disposal to producers in the STACK
play.
Alta Mesa reported $1.4 billion in assets and $864 million in
liabilities as of Dec. 31, 2018.
Alta Mesa and six affiliates sought Chapter 11 protection (Bankr.
S.D. Tex. Case No. 19-35133) on Sept. 11, 2019.
The Hon. Marvin Isgur is the case judge.
The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as
attorneys; and Perella Weinberg Partners LP and its affiliate Tudor
Pickering Holt & Co Advisors LP as investment banker. Prime Clerk
LLC is the claims agent.
AMERICAN EXPRESS: Moody's Assigns First Time B2 CFR, Outlook Stable
-------------------------------------------------------------------
Moody's Investors Service assigned a first time B2 Corporate Family
Rating and B2-PD Probability of Default Rating to GBT UK TopCo
Limited (dba "American Express Global Business Travel") in
connection with the company's recapitalization transaction. At the
same time, Moody's assigned a B2 rating to the company's proposed
$1.37 billion first lien senior secured credit facility, consisting
of a $615 million initial first lien term loan, a $605 million
delayed draw first lien term loan, and a $150 million revolving
credit facility. The outlook is stable.
GBT UK TopCo Limited is the indirect holding company of the two
borrowers under the new credit facility, GBT US III Inc. ("US
Borrower") and GBT III B.V. (" NL Borrower"), and is the guarantor
(along with certain of the company's domestic and foreign
subsidiaries) of the new credit facility. GBT US III Inc. and GBT
III B.V. have a several liability as a borrower for their
respective portions of the new initial first lien term loan and
delayed draw first lien term loan, as well as for the new revolving
credit facility. The two borrowers will provide cross guarantees of
the other borrower's obligations. For purposes of the credit
discussion, Moody's will refer to the US Borrower and the NL
Borrower collectively as GBT.
Proceeds from the proposed debt financing will be used to fund a
sizable dividend of approximately $484 million to its existing
owners, refinance debt, acquire corporate travel assets, and pay
transaction fees and expenses. Following the transaction, GBT will
continue to be 50% owned by American Express and 50% by a
consortium of institutional investors. GBT was carved-out of
American Express in 2014 and completed its operational separation
from the parent company in 2019. There is no credit support
provided to GBT's new credit facility from American Express.
GBT's operating performance and cash flow generation is expected to
weaken over the next 12-18 months amidst increasing uncertainties
around the global economic outlook as well as potential impact from
the 2019 novel coronavirus (2019-nCoV) on business travel. The
company's closing leverage is high, estimated at around 4.5x
(Moody's adjusted and expensing all capitalized software costs) as
of December 31, 2019 in the context of GBT's cyclical exposure to
corporate travel and execution risks around integrating recent
acquisitions and realizing large cost savings. Any delays in cost
savings realization or the company's inability to flex costs in a
downturn could materially slow the pace of deleveraging.
Furthermore, closing Moody's adjusted leverage could be higher if
the company uses the delayed draw term loan for shareholder
distributions. Positively, the ratings are supported by GBT's
significant revenue and global position as a provider of corporate
travel services and meetings & events services to mostly
large-to-medium-sized companies, its breadth of services, strong
supplier relationships, as well as the recurring contractual
revenue from its diversified customer base with historically high
customer retention rates. If global economic and industry
conditions remain resilient and become more certain, GBT is
positioned to de-lever quickly below 4.5x on a Moody's adjusted
basis.
Moody's assigned the following ratings:
Issuer: GBT UK TopCo Limited:
- Corporate Family Rating at B2
- Probability of Default Rating at B2-PD
Outlook Action:
- Outlook, Assigned Stable
Issuer: GBT US III Inc.:
- Proposed $605 million first lien senior secured delayed
draw term loan due 2027 at B2 (LGD3)
Outlook Action:
- Outlook, Assigned Stable
Issuer: GBT III B.V.:
- Proposed $150 million first lien senior secured revolving
credit facility due 2025 at B2 (LGD3)
- Proposed $615 million first lien senior secured initial
term loan due 2027 at B2 (LGD3)
Outlook Action:
- Outlook, Assigned Stable
The assigned ratings remain subject to Moody's review of the final
terms and conditions of the proposed financing that is expected to
close in March 2020.
RATINGS RATIONALE
The B2 CFR reflects GBT's high closing debt-to-EBITDA leverage
(Moody's adjusted and including expensing of capitalized software),
estimated at 4.5x at December 31, 2019, exposure to the cyclical
and discretionary nature of the corporate travel market, the
evolving nature of suppliers of travel services (primarily airlines
and hotels), and execution risks around service delivery changes as
the industry becomes more tech-enabled. Moody's expects growth
rates for global business travel to remain under pressure,
reflecting a weakening macro environment, continued pressure on
client yield/pricing, largely offset by growth in revenues from
suppliers, as well as the negative impact of the 2019-nCoV on
global travel. The rating also considers the significant level of
restructuring and integration expenses related to recent
acquisitions, acquisition synergies and ongoing investments the
company is making to develop competitive solutions for its clients.
GBT has a limited track record of executing growth through
acquisitions and it remains unclear if the company will maintain
solid balance sheet management and balanced financial policies with
respect to future shareholder distributions.
Nonetheless, GBT's rating is supported by its leading position
within the global travel management industry, providing services to
over 10,000 corporate clients situated in well-diversified end
markets and across approximately 140 countries, historically high
client retention rates at 96%, and modest customer concentration.
Given its management of over $34 billion in annual spend, the
company has the ability to drive significant volume and provide
competitive rates to its corporate customers not offered to the
public. Management has capacity to manage its cost base and
continuously focused on efficiency improvements.
The stable outlook reflects Moody's view that GBT's credit metrics
will improve over the next 12-18 month as the company realizes
significant cost savings and large integration expenses abate, but
topline is expected to decline over the same period. Moody's also
anticipates that GBT will maintain good liquidity, including
balanced financial policies and free cash flow-to-debt (Moody's
adjusted) in the low-to-mid single-digit percentages of total
debt.
Moody's expects GBT to have good liquidity over the next 12-18
months. Sources of liquidity consist of closing balance sheet cash
of approximately $200 million, Moody's expectation for annual free
cash flow of around $80-100 million depending on the level of
shareholder distributions, along with full availability under a
proposed $150 million revolver expiring in 2025. These cash sources
provide good coverage for the $12.2 million of required annual term
loan amortization, paid quarterly. The revolver is expected to have
a springing financial covenant when the revolver is drawn greater
than 35% ($52.5 million), while the term loan will not have a
financial covenant. Moody's does not expect a covenant test to
apply over the next 12-18 months.
The ratings could be upgraded if Moody's expects GBT will be able
to sustain good organic growth in the mid-single digits, management
establishes a track record of balanced financial policies,
debt-to-EBITDA (Moody's adjusted) is sustained below 4.5x and free
cash flow-to-debt (Moody's adjusted) above 5%, while maintaining
good liquidity.
Alternatively, the ratings could be downgraded if industry
challenges, competitive pressures, external shocks lead to lower
than expected EBITDA growth, acquisition synergies or cost savings
are delayed, or liquidity deteriorates for any reason.
Quantitatively, the ratings could be downgraded if Moody's expects
leverage will be sustained above 5.5x, free cash flow declines
toward break-even or financial policies become aggressive.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
American Express Global Travel is a joint venture that is not
wholly owned by American Express Company ("American Express," A3
Stable). Formed in 2014, following the spin-off from American
Express, GBT is the largest (by revenue) global travel management
company providing both travel and events management to over 10,000
business clients in approximately 140 counties. Following the
completion of the proposed recapitalization, the company will be
50% owned by American Express and 50% by a syndicate of
institutional investors. Moody's projects GBT's 2020 pro forma
revenues to be approximately $2.4 billion.
AMERICAN LIQUOR: Seeks Permission to Use Cash Collateral
--------------------------------------------------------
American Liquor & Foodmart, LLC asked the Bankruptcy Court to
authorize use of cash collateral to pay actual and necessary costs
and expenses incurred in the ordinary course of its business until
a final hearing on the motion may be conducted.
Princeville State Bank holds a first position, perfected security
interest in substantially all of the cash collateral of the Debtor
including deposit accounts and accounts receivable. The Debtor
says Heartland Bank and Trust and U.S. Venture Inc., may hold
perfected security interests in other personal property of the
Debtor.
The Debtor proposes to provide PSB a post-petition lien on the
Debtor's post-petition receivables (to replace the loss of any
pre-petition receivables) and a lien against the DIP deposit
accounts in favor of PSB.
A copy of the motion is available for free at https://is.gd/bPZhkM
from PacerMonitor.com.
About American Liquor & Foodmart
American Liquor & Foodmart, LLC is a privately held company that
owns and operates convenience store and gas station.
The company filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Ill. Case No. 20-80044) on Jan. 13, 2020. In the petition signed
by Pradeep Kataria, manager, the Debtor was estimated to have
between $1 million and $10 million in both assets and liabilities.
Judge Thomas L. Perkins is assigned to the case. Rafool, Bourne &
Shelby, P.C., is the Debtor's counsel.
ANTERO MIDSTREAM: Fitch Cuts IDR to BB- & Alters Outlook to Neg.
----------------------------------------------------------------
Fitch Ratings has downgraded Antero Midstream Partners, LP's
Long-Term Issuer Default Rating and senior unsecured ratings to
'BB-' from 'BB+' with a 'RR4' recovery rating to AM's senior
unsecured notes. Additionally, Fitch has downgraded AM's senior
secured revolving credit facility to 'BB+' from 'BBB-' with a 'RR1'
recovery rating to the facility. The Rating Outlook is revised to
Negative from Stable.
Fitch has assigned Antero Midstream Finance Corporation a senior
unsecured rating of 'BB-'/'RR4'. AMFC is the co-issuer of the
senior unsecured notes.
The downgrade to AM and its Negative Outlook reflects the negative
rating actions at AM's sponsor and primary counterparty, Antero
Resources Corporation (AR; BB-/ Negative). Fitch has previously
stated that a downgrade at AR would result in a downgrade at AM.
AR's IDR was downgraded to 'BB-' with a Negative Outlook,
reflective of the company's limited market access in the context of
its large maturity wall, weak natural gas and NGL prices, near-term
negative FCF linked to plans to grow into unused pipeline
commitments; and execution risk on portions of the company's
proposed asset sales program.
AM's ratings reflect its strong credit linkage with AR, AM's
associate and primary counterparty. AM derives substantially all of
its revenues from AR (almost 100% for FYE 2018 and September 2019).
The ratings also reflect leverage trending higher than Fitch's
previous estimates, although supported by fee-based and
fixed-priced contracts that limit commodity price exposure and
provide some volume protection in the form of minimum volume
commitments.
On a standalone basis, AM's financial profile meets minimum size
and scale thresholds that Fitch believes are important for an
investment-grade rating within the midstream space, but
counterparty concentration and its single-basin gathering and
processing focus are of greater concern. AM's single-basin and
single-customer focus indicates possible outsized event risk should
there be an operating, production, or financial issue at AR.
KEY RATING DRIVERS
Counterparty Credit Risk: AM's ratings are the same as AR's ratings
given AR is its primary counterparty. AM derives substantially all
of its revenues and EBITDA from AR, and is expected to continue to
do so over Fitch's forecast horizon. AR has dedicated the rights
for gathering, compression and processing, and water delivery and
handling services to AM on a long-term, fixed-fee basis with
significant minimum volume commitments. Fitch believes AM's major
business risk is operational or financial distress at AR and the
equalization of IDRs reflects this.
Long-Term Contracts; Consistent Cash flow: AM's operations are
supported by long-term contracts with AR. AM has committed to
long-term fixed-fee agreements to provide gathering, compression
and processing services and water services to AR through 2034 and
2035, respectively. AM will provide AR these services at fixed
fees, limiting AM's commodity price sensitivity. AR has provided AM
with minimum volume commitments for some of these services, which
provides AM a significant amount of downside protection.
In December 2019, AM and AR agreed for a growth incentive program
whereby AM will provide fee reductions to AR from 2020 through
2023, subject to AR achieving volumetric growth targets on low
pressure gathering. The agreement also includes the extension of
the gathering and compression contract for four additional years to
2028. The high pressure gathering and fresh water delivery fees
remain unchanged.
AR has also dedicated all of its current and future acreage in West
Virginia, Ohio and Pennsylvania to AM with an option to gather,
compress and provide water service to any future acreage acquired
by AR. AR has agreed to provide AM the right of first offer (ROFO)
for any gas processing or NGL fractionation, transportation or
marketing services needed by AR. AR has provided a similar ROFO for
freshwater delivery services.
AM also currently provides processing and fractionation services
under fixed-fee agreements to AR through its 50/50 joint venture
(JV) with MPLX LP (BBB/Stable). The ROFO for processing and
fractionation is for acreage outside that dedicated to the current
processing and fractionation JV. AM's fixed-fee contracts along
with Fitch's expectations for production growth at AR will result
in continued consistent cash flow and earnings growth for AM over
the next several years.
Leverage Trending Higher: AM has historically maintained low
leverage and strong interest and distribution coverage relative to
midstream peers. Leverage in 2019 is expected to tick up to
3.0x-3.5x.and range between 3.5x-4.0x in 2020. Distribution
coverage is expected by Fitch around 1.1x through 2021 assuming
flat annual distribution growth. Fitch believes leverage is
critical to AM's credit profile due to the company's limited
counterparty and geographic diversity.
Limited Geographic Diversity/Customer Concentration: AM's business
line and geographic diversity are limited with a strong focus on
AR's production in the Marcellus. Fitch expects AR's volumes to
increase over the next several years, which will directly benefit
AM and help it maintain relatively strong credit metrics.
Nevertheless, Fitch typically views single-basin,
single-counterparty midstream service providers like AM as having
exposure to outsized event risk, which could be triggered by an
operating issue at AR or any production difficulties in the
Marcellus and Utica region.
Simplification Provides Modest Benefit: In March 2019, the owner of
AM's general partner Antero Midstream GP LP (AMGP) and sponsor AR
completed simplification of its midstream structure and conversion
to a C-corp structure for the combined partnerships. Under the
terms of the simplification agreement, AMGP has acquired 100% of AM
for a combination of units and cash and converted to a corporate
structure with a majority of its Board of Directors being
independent directors. Following the share repurchase in 2019, AR
now owns 28% of the new AM.
Fitch's ratings for AM consider the transaction's modest financial
benefits as the simplification has done away with the AM's
incentive distribution rights, which had inflated its cost of
equity capital. Additionally, the transaction opens the partnership
to more institutional investor for its equity as a C-corp. Fitch
also expects AR to remain AM's main customer and primary provider
of revenue and cash flow.
DERIVATION SUMMARY
AM's ratings reflect its strong strategic and operating ties to its
primary counterparty AR. AR controls the activities that most
significantly impact AM's economic performance, and Fitch expects
AR to provide the majority of AM's revenues and EBITDA, thereby
remaining the primary driver behind AM's ability to service its
obligations.
AM exhibits low leverage compared to its midstream services
Appalachian basin operating peer EQM Midstream Partners, LP (EQM;
BBB-/Negative), which is an MLP with gathering and transmission
operations in the Appalachian basin. Fitch expects AM to run
leverage around 3.5x-4.0x in 2020, better than most of its
gathering and processing peers. With regard to leverage, AM is also
well positioned relative to peers EnLink Midstream, LLC (ENLC;
BBB-/Negative) and Western Gas Partners, LP (WES; BBB-/Stable),
where Fitch expects leverage for 2020 around 5.0x or above and
above 4.5x respectively.
Size, scale and asset/business line diversity are more limited at
AM relative to its peers, WES, ENLC, and EQM. WES and ENLC operate
in multiple basins, and EQM has lower business risk
gas-transportation assets in its portfolio. AM has a single
counterparty, AR, making up the substantially all of its revenues
and earnings and linking its credit quality very closely to that of
its main counterparty. EQM, ENLC and WES all have material,
concentrated counterparty exposure to their producer sponsors but
in lesser amounts than AM.
KEY ASSUMPTIONS
-- Volumes consistent with Fitch's AR base case forecasts;
-- Reduction in capital spending in 2020-2022 on a cumulative
basis, consistent with management's revised guidance in December
2019;
-- Maintenance capex in the range of $65-75million per annum
through forecast period;
-- Distribution growth consistent with management guidance for
2019, flat distribution growth in 2020 and 2021.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Fitch does not view positive rating action as likely in the near
term, but a positive rating action at AR could lead to a positive
rating action at AM provided AM were to operate at leverage and
coverage levels consistent with a higher rating. If AR were to be
upgraded and AM were to manage leverage to below 4.0x on a
sustained basis, Fitch would likely take a positive rating action
on AM.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- A negative rating action at AR;
-- Leverage (total debt/adjusted EBITDA) at or above 4.5x on a
sustained basis, absent any change to basin or customer diversity.
Distribution coverage below 1.1x on a sustained basis;
-- Significant change to contractual arrangements or operating
practices with AR that negatively affects AM's cash flow or
earnings profile;
-- Increased revenue or cash flow exposure to third parties that
does not increase or improve geographic diversity, counterparty
credit profile exposure, and/or cash flow stability or revenue
profile;
-- Significant operational difficulties at AM;
-- Reduced liquidity at AM and/or inability to refinance the
secured revolver due 2022 proactively.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Adequate: AM's liquidity is adequate, supported by
adequate distribution coverage and strong availability under its
$2.1 billion senior secured revolver. As of Sept. 30, 2019, AM had
approximately $1,300 million undrawn on its revolver, with no
letters of credit outstanding. In October, an incremental $132
million was added on the revolver by an additional lender to the
existing bank group, bringing the total liquidity to roughly
$1.4billion. In addition, AM has issued 5.375% senior notes of $650
million (due 2024), 5.75% senior notes of $650 million each (due
2027 and 2028), which help boost its liquidity. AM's capital needs
are expected to be focused on growth spending. Maturities are
limited with none scheduled until October 2022, when the revolver
matures. Fitch expects AM to access debt capital markets to term
out revolver borrowings periodically over the next several years in
order to maintain adequate liquidity. The revolver is rateably
secured by mortgages on substantially all of AM's properties,
including the properties of its subsidiaries and guarantees from
its subsidiaries.
As of Sept. 30, 2019, AM was in compliance with its covenants and
Fitch expects AM to maintain compliance with its covenants in the
near to intermediate term.
PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS
AM's default risk profile is significantly influenced by its
affiliate company Antero Resources, which is its primary
customer/counterparty.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3. ESG issues are credit neutral
or have only a minimal credit impact on the entity, either due to
their nature or the way in which they are being managed by the
entity.
AM has a relevance score of 4 for Group Structure and Financial
transparency as even with its simplification, it still possesses
complex group structure, with significant related party
transactions and ownership concentration. This has a negative
impact on the credit profile and is relevant to the rating in
conjunction with other factors.
APELLIS PHARMACEUTICALS: Wellington Mgmt, et al. Report 13.7% Stake
-------------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Wellington Management Group LLP, Wellington Group
Holdings LLP, and Wellington Investment Advisors Holdings LLP
disclosed that as of Jan. 31, 2020, they beneficially own
10,282,630 shares of common stock of Apellis Pharmaceuticals, Inc.,
which represents 13.74% of the shares outstanding. Wellington
Management Company LLP also reported beneficial ownership of
9,499,030 Common Shares. A full-text copy of the regulatory filing
is available for free at the SEC's website at:
https://is.gd/x5ALh8
About Apellis
Headquartered in Crestwood, Kentucky, Apellis Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company focused on the
development of novel therapeutic compounds for the treatment of a
broad range of life-threatening or debilitating autoimmune diseases
based upon complement immunotherapy through the inhibition of the
complement system at the level of C3. By pioneering targeted C3
therapies, the Company aims to develop best-in-class and
first-in-class therapies for a broad range of debilitating diseases
that are driven by uncontrolled or excessive activation of the
complement cascade, including those within hematology,
ophthalmology, and nephrology.
Apellis incurred net losses of $127.5 million in 2018, $51 million
in 2017, and $27.12 million in 2016. As of Sept. 30, 2019, the
Company had $466.35 million in total assets, $326.79 million in
total liabilities, and $139.56 million in total stockholders'
equity.
The report of Ernst & Young, LLP, on the Company's financial
statements as of and for the fiscal year ended Dec. 31, 2018,
includes an explanatory paragraph stating that the Company has
recurring losses from operations and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
APX GROUP: Moody's Rates New $500MM Senior Secured Notes 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to APX Group, Inc.'s
new, $500 million senior secured notes issuance due February 2027,
announced yesterday.
Assignments:
Issuer: APX Group, Inc.
Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3)
RATINGS RATIONALE
The issuance represents a shift in the mix of first-lien term loan
debt and first-lien notes in Vivint's capital structure per Moody's
February 7th ratings announcement, when Moody's confirmed Vivint's
B3 corporate family rating and assigned a B2 rating to an upsized,
amended and extended $1.327 billion term loan. As a result of
yesterday's notes issuance, Vivint will be upsizing the term loan
by $100 million, to $902 million, instead of by $525 million as
contemplated last week. The incremental $75 million of proceeds
will go towards paying down roughly that amount of Vivint's 7.875%
senior secured notes due 2022, after which there will be about $825
million of 2022 notes principal remaining. The total amount of
first-lien senior secured debt is not changing as a result of the
new notes issuance, and Moody's B2 ratings assignment to the notes
is consistent with its February 7th ratings confirmation and
assignment.
There are no changes to any other Vivint ratings. The company's
outlook is positive.
APX Group, Inc. provides alarm monitoring and home automation
services to approximately 1.5 million residential subscribers in
North America. With 2019 Moody's-anticipated revenue of $1.15
billion (a 10% gain over 2018), Vivint is the second-largest
provider of home security and automation services, behind The ADT
Security Corporation.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
ASPEN LANDSCAPING: Owner's Spouse Fails in Bid to Dismiss Case
--------------------------------------------------------------
Bankruptcy Judge Vincent F. Papalia of the United States Bankruptcy
Court for the District of New Jersey denied the request of Donald
Fuentes to dismiss the Chapter 11 case of Aspen Landscaping
Contracting, Inc. or, alternatively, to appoint a chapter 11
trustee.
According to Mr. Fuentes, a shareholder of Aspen, Maria Fuentes
acted without corporate authority to cause Aspen to file for
bankruptcy and to file a plan of reorganization by virtue of a
Judgment of Divorce. This case is nothing but to circumvent a
pre-petition Judgment of Divorce which determined that (1) her
former husband, Donald, has a 50% ownership interest in the Debtor
worth $2,080,000; and (2) the company had to be liquidated through
a buyout or sale.
According to Mr. Fuentes, the Chapter 11 filing is an abuse of the
bankruptcy laws and an affront to the family court that entered the
non-superseded Judgment awarding him 50% of the company.
Counsel to Mr. Fuentes argue that the doctrine in Princess Lida of
Thurn and Taxis v. Thompson, 305 U.S. 456 (1939), established by
the United States Supreme Court, prevents a court in which an
action is filed from exercising jurisdiction when a court in a
previously filed action is exercising control over the property at
issue and the second court must exercise control over the same
property in order to grant the relief sought. Mr. Fuentes' counsel
also point to In re Allen, 768 F.3d. 274, 279 (3rd Cir. 2014)
(citing Princess Lida, 305 U.S. at 465).
If the Court declines to dismiss, Mr. Fuentes says a chapter 11
trustee must be appointed based on Maria's countless violations of
family court orders and various other instances of bad faith in
connection with her control over the Debtor. It is clear that Maria
commenced Aspen's Chapter 11 bankruptcy not to reorganize or
restructure its finances for the good of its creditors, employees,
etc. The petition was filed by Maria for the sole purpose of
obtaining a tactical litigation advantage in a matrimonial dispute.
Moreover, Aspen is not insolvent and Maria has yet to establish
why Aspen should be entitled to seek the protections of the
bankruptcy court. Section 1112(b) of the Bankruptcy Code requires a
court to dismiss a chapter 11 petition for "cause". It is well
settled that a debtor's bad faith in filing a bankruptcy petition
can constitute "cause" for dismissal pursuant to 1112(b).
Attorneys for Donald Fuentes:
Carl J. Soranno, Esq.
BRACH EICHLER LLC
101 Eisenhower Parkway
Roseland, NJ 07068-1067
Tel: (973) 228-5700
- and -
Douglas J. McGill, Esq.
WEBBER MCGILL LLC
760 Route 10, Suite 104
Whippany, NJ 07981
Tel: (973) 739-9559
A full-text copy of Mr. Fuentes' request is available at
https://is.gd/4d6Gzv from PacerMonitor.com at no charge.
About Aspen Landscaping Contracting
Aspen Landscaping Contracting, Inc. -- https://www.aspennj.net/ --
is a landscaping contractor located in Union, New Jersey serving
commercial and residential clients. The company offers wetland
mitigation, planting, hydro seeding, irrigation, railroad spraying,
tree removal/pruning/clearing, erosion control/soil stabilization
soil procurement and grading, and landfill work.
Aspen Landscaping Contracting sought Chapter 11 protection (Bankr.
D.N.J. Case No. 19-31885) on Nov. 20, 2019 in Newark, New Jersey.
In the petition was signed by Maria A. Fuentes, president, the
Debtor was listed with total assets at $2,429,468 and total
liabilities at $2,510,983.
Judge Vincent F. Papalia oversees the case.
McManimon, Scotland & Baumann, LLC, is the Debtor's counsel.
Sax,LLP, serves as accountant to the Debtor.
ASTRA ACQUISITION: Fitch Assigns 'B' LT IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has assigned a Long-Term Issuer Default Rating of 'B'
to Astra Acquisition Corporation. The first lien term loan is rated
'BB-'/'RR2' and the second lien term loan is rated 'CCC+'/'RR6'.
The Rating Outlook is Stable.
The rating actions follow the previously announced buyout of Campus
Management Acquisition Corp. and EdCentric Holdings LLC by private
equity firm Veritas Capital. Both these entities are being rolled
up into Astra. Astra provides integrated cloud based solutions for
enrolment management, alumni engagement, course evaluation and
assessment and analytics to higher education institutions.
Immediately following the closing of the buyout both companies will
be combined resulting in material costs savings that will improve
the EBITDA profile of the combined entity, bringing it in line with
other pure-play SaaS providers in niche verticals. The buyout will
be funded with a new $325 million first lien term loan, a $110
million second lien term loan and new cash equity from Veritas.
The ratings reflect Astra's high customer retention rates, strong
recurring revenues, significant market position, comprehensive
product offering and strong cloud based technology platform. Fitch
believes these strengths position the company to benefit from the
secular growth trends in Education Technology (EdTech) spending.
The minimal overlap between customers and solutions at CMC and
EdCentric also create strong cross-sell opportunities for the
combined entity.
Fitch also recognizes that Astra's high financial leverage
following the buyout and recapitalization weigh on the rating.
Fitch-calculated gross unadjusted leverage will approximate roughly
6.4x, incorporating Fitch's pro forma adjusted EBITDA of $68
million for fiscal year end June 30, 2020.
KEY RATING DRIVERS
Highly recurring revenues driven by strong subscription sales:
Fitch believes the recurring nature of the company's subscription
business provides high visibility of revenues and cash flows. On a
pro forma basis, almost 80% of Astra's revenues will be recurring
in nature across both subscription and maintenance. Fitch believes
Astra's subscription based offering is well established, accounting
for half of total revenues, while perpetual license sales represent
less than 5% of total revenues annually. Additionally, Fitch
expects the continued growth in subscription revenues will drive
margin expansion.
Attractive Customer Dynamics: On a pro forma basis, the combination
of CMC and EdCentric results in diverse product offerings and a
high-quality customer base reaching over 2,100 customers. Both
companies have stable client bases as demonstrated by annual
retention rates in excess of 90% on a pro forma basis. Fitch
recognizes that there are strong cross-sell opportunities for
Astra, given the minimal overlap across customers and products,
with customers only deploying 1.7 offerings on average; however,
Fitch has not incorporated revenue synergies in its projections.
Merged Entity Expands Operating Leverage: Fitch expects significant
operating leverage will be realized as redundant operating expenses
are eliminated. Additionally, the combined company will be able to
leverage CMC's sizeable offshore technology center to lower the
overall cost of delivery. Fitch anticipates this operating leverage
will result in stronger EBITDA margins in the medium to long term.
Given the nature of the synergies (mostly headcount related) and
the similarities in customer bases and product offerings, Fitch
considers integration risks to be limited but factors in expected
one-time costs associated with the transition for 2020-2021.
Strong Margin and FCF Profile Supportive of Higher Leverage:
Astra's 30% EBITDA margins are in line with its SaaS peers in this
scale category. Despite the sizeable interest burden, Fitch expects
Astra will generate high single digit FCF margins that will
increase to the double digit level as cost savings are achieved.
Attractive Industry Dynamics: Astra is expected to benefit from the
double digit growth expected in the EdTech sector globally.
Further, higher education institutions are showing a greater
willingness to deploy a cloud based platform as a means to build a
more flexible technology platform, and also to contain tech costs.
Astra is uniquely positioned to benefit from this shift.
DERIVATION SUMMARY
Fitch's ratings and outlook for Astra are supported by the
company's highly recurring revenues, strong product portfolio and
technology platform and proven ability to gain share relative to
their larger peers. These are further complemented by the strong
growth forecast for EdTech spending as institutions look to upgrade
and enhance their technology platforms to drive greater
efficiencies and accountability as a way to optimize their cost
structures.
Astra's ratings are constrained by its smaller scale relative to
the larger and more diversified education software peers, such as
Ellucian (NR), Oracle (A/Stable) and Workday (NR). Despite its
smaller scale, Astra's cloud based technology platform performs
well against its larger competitors as demonstrated by its high win
rate and is reflected in Astra's strong revenue growth relative to
peers.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer:
-- Organic revenue growth in the high single digit range;
-- EBITDA margins are expected to improve to the 30% range driven
by the combination of both companies and the resulting synergies
and cost savings;
-- FCF in a range of $10 million-$40 million allocated partially
to debt repayment;
-- No incremental acquisition activity.
The recovery analysis assumes a going concern EBITDA that is in
line with pro forma fiscal 2019 EBITDA (excluding synergies). Fitch
applies a 7x multiple to arrive at an enterprise value (EV) of $300
million. The multiple is higher than the median Telecom, Media and
Technology EV multiple, but is in line with other similar companies
that exhibit strong FCF characteristics. In the 21st edition of
Fitch's Bankruptcy Enterprise Values and Creditor Recoveries case
studies, Fitch noted nine past reorganizations in the Technology
sector with recovery multiples ranging from 2.6x to 10.8x. Of these
companies, only three were in the Software sector: Allen Systems
Group, Inc.; Avaya, Inc.; and Aspect Software Parent, Inc., which
received recovery multiples of 8.4x, 8.1x and 5.5x, respectively.
The 7.0x multiple reflects the highly recurring revenue streams,
the strength of Astra's product offering, stability of end market
demand and the secular growth trends for the sector. Median M&A
multiples for the sector are in the double digit range.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Management maintains total debt with equity credit/operating
EBITDA below 5.5x, or FFO adjusted leverage below 5.5x;
-- Revenue growth in the high-single-digits, implying market
share gains.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Fitch's expectation of forward total leverage sustaining above
7.0x or FFO adjusted leverage above 7.0x;
-- Sustained negative revenue growth;
-- FFO fixed charge coverage sustaining below 1.5x.
LIQUIDITY AND DEBT STRUCTURE
Pro forma for the buyout and recapitalization, Astra will have
sufficient liquidity comprised of $40 million of cash on hand, as
well as full availability of its $40 million revolver.
Additionally, Fitch forecasts the company will generate
mid-single-digit FCF margins in 2021, the first full year of the
combined entity and double digit FCF margins in fiscal year ends
June 30, 2022 and 2023. There are no material near-term maturities
and scheduled annual amortization only comprises 1% of the first
lien term loan outstanding.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3. ESG issues are credit neutral
or have only a minimal credit impact on the entity, either due to
their nature or the way in which they are being managed by the
entity.
Fitch has assigned an ESG relevance score of 4 for Customer
Welfare- Fair Messaging, Privacy and Data Security. Some of Astra's
products require them to have access to highly confidential student
and faculty information, which could present a material credit risk
in case of a breach. Fitch notes that there has been no data breach
at either CMC or EdCentric to date.
AT&T INC: Moody's Rates Series B Perpetual Preferred Stock 'Ba1'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to AT&T Inc.'s
proposed EUR Series B Perpetual Preferred Stock. AT&T intends to
use the net proceeds for general corporate purposes, which Moody's
believes may include the repurchase of its common stock under its
ongoing share repurchase program.
Assignments:
Issuer: AT&T Inc.
Perpetual Preferred Stock, Assigned Ba1
RATINGS RATIONALE
The Ba1 rating on AT&T's preferred stock reflects the preferred
stock's subordinated, and junior in right of payment position, to
AT&T's outstanding long-term debt. It is also subordinated to any
future subordinated debt issuance, though there is none as of
February 11, 2020. The two notch differential between the Ba1
assigned to the Series B Preferred Stock and AT&T's Baa2 unsecured
rating is consistent with its methodology guidance for notching
corporate instrument ratings based on differences in security and
priority of claim.
The preferred stock contains equity-like features including no
stated maturity and the option to skip coupon payments if the
common stock dividend is suspended. Since investment-grade issuers
have rarely missed coupon payments on these types of securities,
Moody's considers the cash flow stream associated with them to be
similar in nature to the cash outflows associated with servicing
debt. As a result, these securities receive only partial equity
treatment in Moody's calculation of debt coverage and financial
leverage ratios. The preferred stock will receive basket "C"
treatment (i.e. 50% equity and 50% debt) for the purpose of
adjusting financial statements.
AT&T's Baa2 senior unsecured rating reflects materially improved
credit metrics following a year of focused debt reduction. The
company followed the WarnerMedia acquisition with steady and
material debt reduction in 2019. Debt to EBITDA leverage with
Moody's adjustments as of December 31, 2019 was 3.1x. However,
Moody's expects further improvement in credit metrics to
dramatically slow through 2022 given the significant shift in the
company's use of pre-dividend free cash flows as management
recently announced its new 3-year capital plan, which includes $45
billion of dividends and $30 billion of share repurchases.
The company benefits from leading positions, important brands,
scale and revenue diversity that result in substantial qualitative
credit strength. AT&T, a market leader in nearly all of its
businesses, has valuable assets, predictable revenue, and healthy
margins. But these qualitative strengths are offset by outsized
shareholder dividends and expected share repurchases, anemic top
line growth and subscriber losses in several of its important
segments. Moody's believes the company is facing secular,
competitive and transition pressures in its primary segments due to
continued vulnerability from business disruption across its end
markets. In addition, continued material subscriber losses could
further limit financial flexibility and capacity relative to its
credit ratings in the future unless mitigated with debt reduction.
AT&T's financial policy is anchored by its growing common stock
dividend. However, AT&T's dividends as a percentage of pre-dividend
free cash flow has meaningfully improved after corporate tax reform
and completion of the WarnerMedia acquisition, decreasing to 46% as
of year-end 2019 from 70% as of year-end 2017.
AT&T's exposure to governance considerations reflects the company's
financial policy, which has the potential to become more aggressive
given its moderately levered capital structure, its new three-year
capital plan, its growing common stock dividend, and recent
shareholder activism. The company has achieved a company-calculated
net debt to EBITDA target of around 2.5x for year-end 2019 (about
3.1x with Moody's adjustments), and expects to reduce leverage by
around a quarter of a turn or more lower over the next three years.
From 2020 to 2022, the company commented that it expects to return
$75 billion to shareholders through $30 billion of share
retirements and $45 billion in dividends. Moody's views these
developments as credit negative in the face of a still high
absolute debt load and significant capital investment needed to
remain competitive for the long-term.
AT&T's stable outlook reflects its expectation that the company's
fundamentals, while under some pressure, will remain relatively
stable overall for the near-term, largely due to debt and leverage
reduction that occurred in 2019. In addition, Moody's expects free
cash flow will remain well in positive territory, the degree of
structural subordination in the consolidated post-close capital
structure will be managed down to pre-WarnerMedia merger levels and
liquidity will remain robust enough to comfortably address upcoming
debt maturities and all other business needs.
Moody's could raise AT&T's rating if fundamentals improve,
particularly with regard to subscriber numbers, investment in 5G
wireless and new TV services is competitive, leverage (with Moody's
adjustments) falls and is sustained below 3x and free cash flow to
debt remains stable (except during important investment cycles).
Moody's could downgrade AT&T's rating if free cash flow to debt
declines or becomes negative or if Moody's adjusted leverage is
above 3.5x, both on a sustained basis. In addition, worsening
secular or other declining fundamentals and/or profit margins could
result in the need for stronger credit metrics for the Baa2 rating
or could result in a downgrade of the company's debt ratings. If
liquidity weakens and the company is viewed as facing moderate to
high refinance risk rating pressure could also rise.
The principal methodology used in this rating was
Telecommunications Service Providers published in January 2017.
AT&T Inc., the largest telecommunications company in the US, has
its headquarters in Dallas, Texas. In June 2018 AT&T completed its
merger with Warner Media, LLC, adding the global media and
entertainment platforms of Warner Bros., HBO and Turner to its
sizable mobile, video, and broadband customer relationships. AT&T
generated $181 billion of revenue for full-year 2019.
B&T GLOBAL: Unsecureds Owed $110K to Split $12.5K in Plan
---------------------------------------------------------
Debtors B&T Global Logistics LLC and Great State Transport LLC
filed an Amended Joint Plan of Reorganization and an Amended
Disclosure Statement.
Class 5 consists of the Allowed Unsecured Claims against B&T and
Great State. The total amount of Allowed Unsecured Claims against
B&T and Great State is $110,369. In full satisfaction of Class 5
Allowed Unsecured Claims, on the Effective Date, the total sum of
$12,500 will be paid to the Holders of Class 5 Allowed Unsecured
Claims on a Pro Rata basis. Class 5 is Impaired.
Class 6 consists of all Holders of Equity Interests in B&T. All
membership interests of B&T are held by Angel Blasco. Blasco shall
retain all Equity Interests in the Debtor. On account of Blasco's
retention of 100% of the membership interest in B&T, Blasco will
contribute new value in the amount of $12,500 on the Effective
Date. The new value contributed by Blasco will be paid to the
Holders of Class 5 Unsecured Claims, on a Pro Rata basis, on the
Effective Date.
All Equity Interests in B&T shall be vested in Blasco on the
Effective Date. All Equity Interests in Great State Transport LLC
shall be canceled.
On the Effective Date, the Holders of Class 5 Unsecured Claims will
receive their pro rata share of the new value contributed by Blasco
in the amount of $12,500. The Debtors estimate that there will be
approximately $7,500 in allowed administrative claims on the
Effective Date. The Debtor will use cash flow from its operations
to fund the administrative expenses.
A full-text copy of the Amended Disclosure Statement dated Jan. 21,
2020, is available at https://tinyurl.com/yx59zzp2 from
PacerMonitor.com at no charge.
The Debtors are represented by:
Aldo G. Bartolone, Jr., Esq.
Bartolone Law, PLLC
1030 N. Orange Ave., Suite 300
Orlando, Florida 32801
Telephone: 407-294-4440
Facsimile: 407-287-5544
E-mail: aldo@bartolonelaw.com
About B&T Global Logistics
B&T Global Logistics, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-05034) on July
31, 2019. At the time of the filing, the Debtor was estimated to
have assets of less than $50,000 and liabilities of less than
$500,000.
Great State Transport, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-05035) on July
31, 2019. At the time of the filing, the Debtor estimated assets
of less than $500,000 and liabilities of less than $500,000.
Bartolone Law, PLLC, is the Debtors' legal counsel.
BROOKFIELD RESIDENTIAL: Moody's Rates $500MM Unsec. Notes 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Brookfield
Residential Properties Inc.'s proposed senior unsecured $500
million notes due 2030. BRPI's B1 Corporate Family Rating, B1-PD
Probability of Default Rating, B1 senior unsecured ratings and
SGL-2 Speculative Grade Liquidity Rating remain unchanged. The
outlook remains stable.
Proceeds from the proposed $500 million issuance will be used to
refinance BRPI's senior unsecured $500 million notes due 2022. The
transaction is leverage neutral and Moody's estimates adjusted debt
to capitalization at 41% for year end December 2019. The
transaction enhances BRPI's maturity profile and capacity to
maintain good liquidity, with its next significant debt maturity
not until May 2023 when its C$250 million ($190 million equiv.)
notes are due.
Assignments:
Issuer: Brookfield Residential Properties Inc.
Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD4)
RATINGS RATIONALE
BRPI's B1 Corporate Family Rating reflects the company's solid
operating fundamentals, reasonable leverage and diversified lines
of business, including mixed-use properties, as well as land and
home sales in several US and Canadian markets. In addition, Moody's
rating takes into consideration the company's low-cost land supply,
which should provide BRPI the flexibility required to maintain
future growth in the event of an economic slowdown. Lastly, the
rating also incorporates BRPI's corporate structure as a
wholly-owned subsidiary of a private equity / asset management
parent and the potential risk that cash could be distributed to the
parent.
The stable outlook reflects Moody's expectation that the company
can maintain adjusted debt leverage of around 50% and that
underlying fundamentals in the homebuilding industry will remain
stable over the next 12 to 18 months.
BRPI has good liquidity (SGL-2). Sources as of September 2019
totaled about $495 million, consisting of $64 million in
unrestricted cash on hand and $432 million of availability under
the company's $675 million revolver due March 2021. Uses total
about $250 million, consisting of about $175 million in expected
negative free cash flow and $75 million in payments due related to
project-specific financings. Moody's estimates availability of
around $640 million at year end under BRPI's revolver, after
letters of credit. If the revolver becomes current, the company's
liquidity rating could be lowered. The revolver is subject to
covenants, including a minimum tangible net worth of $1,300 million
and maximum total debt to capitalization of 65%. Moody's expects
the company to maintain ample cushion under both covenants.
Governance considerations for BRPI include being a wholly-owned
direct subsidiary of Brookfield Asset Management Inc. (BAM) (Baa1,
stable) and the potential risk that cash could be distributed to
the parent. If such a scenario occurs, BRPI may operate with a
higher debt capital structure than expected. Moody's believes this
potential risk is largely mitigated by (i) BRPI's required level of
financial disclosure and transparency in its filings to satisfy
rules and regulations under the Securities and Exchange Commission
for having publicly traded debt securities and (ii) the level of
disclosure that BAM must meet as a publicly traded company on the
New York Stock Exchange.
The rating could be upgraded if BRPI is likely to sustain
debt/capitalization below 40% while maintaining solid profitability
and liquidity.
The rating could be downgraded if BRPI increases its
debt/capitalization above 60% on a sustained basis or if interest
coverage (EBIT/interest) declines below 2.0x.
The principal methodology used in this rating was Homebuilding and
Property Development Industry published in January 2018.
Brookfield Residential Properties Inc., incorporated in Ontario,
Canada, is a wholly-owned subsidiary of Brookfield Asset Management
Inc. (Baa1, stable) and has been developing land and building homes
in Canada and the US for over 60 years. Revenues are approximately
$2.1 billion.
BUMBLE BEE: $931M Sale of Company Assets to Tonos Approved
----------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware authorized Bumble Bee Parent, Inc. and its
affiliates to sell substantially all of the assets of the Debtors'
Canadian affiliates, as well as equity interests in certain
non-Debtor affiliates whose operations support the Debtors' U.S.
business., to Tonos 1 Operating Corp., Tonos US LLC and Melissi 4,
Inc. for a purchase price of up to $930.6 million, subject to
overbid.
The Sale Hearing was conducted on Jan. 23, 2020.
The Debtors' entry into the Stalking Horse Agreement, including all
transactions contemplated thereby and all of the terms and
conditions thereof, is authorized in its entirety.
Brookfield Principal Credit LLC, solely in its capacity as Term
Loan Agent and DIP Term Loan Agent, Honey Blue U.S. Acquisition,
L.P., as U.S. Buyer, Honey Blue Canada Acquisition, Inc., as
Canadian Buyer, and Honey Blue Equity Acquisition, Inc., as Equity
Buyer, is approved as the Backup Bidder for the Purchased Assets,
and the Bid submitted by Credit Bid Backup Bidder is approved and
authorized as the Backup Bid and will remain open as the Backup Bid
pursuant to the terms of the Bidding Procedures.
In the event that the Stalking Horse Bidder cannot or does not
consummate the Transactions in accordance with the Order, the
Debtors may designate the Backup Bidder to be the Successful Bidder
and the Backup Bid to be the Successful Bid upon the filing of a
notice to such effect with the Court, in which case: (i) the Credit
Bid Backup Bidder, not the Stalking Horse Bidder, will be deemed to
be the "Buyer" for all intents and purposes under this Order; (ii)
the Credit Bid Backup Bidder's Purchase Agreement and related
documentation, subject to execution thereof, will be deemed to be,
collectively, the "Stalking Horse Agreement" for all intents and
purposes under the Order; (iii) the transactions contemplated under
the Credit Bid Backup Bidder's Purchase Agreement and related
documentation will be deemed to be the "Transactions" for all
intents and purposes under the Order; (iv) the Debtors will be
authorized to take all actions necessary or appropriate to
effectuate the relief granted pursuant to the Order in light of the
foregoing; (v) pursuant to the Bidding Procedures and applicable
law was authorized to and did credit bid for the Purchased Assets.
The sale is free and clear of all Claims, with all Claims that
represent interests in property to attach to the net proceeds of
the Transactions.
Upon the consummation of the Transaction, and the application of
proceeds thereof, (i)(x) all outstanding Obligations (including,
without limitation, any accrued but unpaid interest, fees and
expenses, any prepayment premium, the outstanding principal balance
of loans made thereunder, all obligations in respect of Letters of
Credit, and all Bank Product Obligations) under the DIP ABL Credit
Agreement as of the Closing and (y) to the extent not discharged
prior to the consummation of the Transaction, all outstanding
Obligations under the Prepetition ABL Credit Agreement as of
Closing, in each case of clause (x) and (y), other than (1)
contingent indemnification Obligations with respect to which no
claim has been threatened or asserted, (2) any Bank Product
Obligations (other than Hedge Obligations) that, by the terms of
the applicable Bank Product Agreement are not required to be repaid
or cash collateralized as a result of the repayment of other
Obligations, (3) any Hedge Obligations that, by the terms of the
applicable Bank Product Agreement are not required to be repaid as
a result of the repayment of other Obligations, will be paid in
full in cash, or cash collateralized or otherwise terminated in a
manner satisfactory to the applicable issuing banks, as applicable,
from the cash proceeds of the Transaction to the secured parties
thereunder.
On or before the Closing Date, the Debtors are authorized,
effective immediately upon entry of his Order, to purchase
insurance policies for directors' and officers' liability as
provided for in any orders entered by the Court approving the
Debtors' entry into any postpetition DIP financing facility and any
budget in connection therewith and/or authorizing the Debtors use
of cash collateral and any budget in connection therewith.
The Debtors are authorized to assume and assign the Assumed
Contracts to Buyer free and clear of all Claims, and to execute and
deliver to the Buyer such documents or other instruments as may be
reasonably necessary to assign and transfer the Assumed Contracts
to the Buyer, as provided in the Stalking Horse Agreement.
Notwithstanding the provisions of Bankruptcy Rules 6004(h) and
6006(d) or any applicable provisions of the Local Rules, the Order
will not be stayed after the entry hereof, but will be effective
and enforceable immediately upon entry, and the 14-day stay
provided in Bankruptcy Rules 6004(h) and 6006(d) is expressly
waived and will not apply. Time is of the essence in closing the
Transactions and the Debtors and the Buyer intend to close the
Transactions as soon as practicable.
All time periods set forth in the Order will be calculated in
accordance with Bankruptcy Rule 9006(a).
The Order will be effective as a determination that, on the date of
the Closing, all Claims of any kind or nature whatsoever existing
as to the Purchased Assets prior to the Closing have been
unconditionally released, discharged, and terminated as to the
Purchased Assets, with such Claims to attach to the proceeds of the
sale.
A copy of the Agreement is available at https://tinyurl.com/u78pz4z
from PaceMonitor.com free of charge.
About Bumble Bee Foods
Bumble Bee -- https://www.bumblebee.com/ -- is a health and
wellness focused company with a full line of seafood and specialty
protein products marketed under certain brands including Bumble
Bee(R), Brunswick, Snow's(R), Wild Selections(R) and Beach
Cliff(R).
Canadian affiliate, Connors Bros. Clover Leaf Seafoods Company --
http://www.cloverleaf.ca-- is a supplier of shelf-stable seafood,
producing and marketing its products under several brands,
including Clover Leaf(R), Brunswick(R) and Wild Selections(R).
CBCLS's international business distributes products under the
Brunswick(R) Bumble Bee(R) and Beach Cliff(R) brands to over 40
markets and countries, including Barbados, Jamaica, and Trinidad &
Tobago.
San Diego, California-based Bumble Bee Parent, Inc., and four
affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead
Case No. 19-12502) on Nov. 21, 2019, before the Hon. Laurie Selber
Silverstein. Bumble Bee Parent estimated $50 million to $100
million in assets and $500 million to $1 billion in liabilities.
The petitions were signed by Kent McNeil, vice president.
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison, LLP, led by
Alan W. Kornberg, Esq., Kelley A. Cornish, Esq., Claudia R.
Tobler,
Esq., and Aaron J. David, Esq., serve as counsel to the Debtors.
Young Conaway Stargatt & Taylor LLP, led by Pauline K. Morgan,
Esq., Ryan M. Bartley, Esq., and Ashley E. Jacobs, Esq., serves as
co-counsel.
The Debtors tapped AlixPartners, LLP as restructuring advisor;
Houlihan Lokey, Inc. as investment banker; and Prime Clerk as
notice, claims, solicitation and balloting agent.
Counsel to affiliates of FCF Co., Ltd., the proposed Stalking Horse
Bidder is:
Sanford Rosen, Esq.
Rosen & Associates, P.C.
747 Third Avenue
New York, NY 10017
Counsel to the ABL Agent and ABL DIP Agent are:
Peter S. Burke, Esq.
Paul Hastings LLP
515 S. Flower St., 25th Floor
Los Angeles, CA 90071
- and -
Andrew V. Tenzer, Esq.
Michael E. Comerford, Esq.
Paul Hastings LLP
200 Park Avenue
New York, NY 10166
- and -
Matthew P. Ward, Esq.
Morgan L. Patterson, Esq.
Womble Bond Dickinson (US) LLP
1313 North Market Street, Suite 1200
Wilmington, DE 19801
Counsel to the Term Loan Agent and Term Loan DIP Agent:
Matthew S. Barr, Esq.
David N. Griffiths, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
- and -
Paul N. Heath, Esq.
Zachary I. Shapiro, Esq.
Richards, Layton & Finger PA, 920
N. King Street
Wilmington, DE 19801
The CCAA Monitor is:
Josh Nevsky
Alvarez & Marsal Canada Inc.
200 Bay Street, Suite 2900
Royal Bank South Tower
Toronto ON M5J 2J1
BURL SCROGGS: $1.6M Sale of Moore-Hartley Property Approved
-----------------------------------------------------------
Judge Robert L. Jones of the the U.S. Bankruptcy Court for the
Northern District of Texas authorized Burl Keith Scroggs and Janet
Marion Scroggs to sell the real property described as the land,
improvements, accessories and crops except for exclusions and
reservations, consisting of the land situated in the counties of
Moore and Hartley, Texas, to Saint Isidore Farms, LLC for $1.6
million, in accordance with the terms of their Sales Contract.
A hearing on the Motion was held on Jan. 16, 2020.
The sale is free and clear of any Encumbrances, and any
Encumbrances on the Property will attach solely to any proceeds of
the Sale.
The proceeds of the sale of the Property will be paid and
distributed or retained by the DIP as follows: (i) $1,023,802 will
be paid to Chris Scharbauer in full satisfaction of his first
priority liens; (ii) the amount necessary to pay all expenses of
the sale; (iii) the remaining balance of the sales proceeds to be
held by the DIP in their DIP account pending further order of the
Court with respect to the liens claimed by the Internal Revenue
Service, Capital One Bank (USA) N.A., and Ansel Family Farm Store,
Inc., doing business as Family Farm Stores.
Notwithstanding Bankruptcy Rules 6004(h), or any other applicable
rule, the Order is effective and enforceable immediately upon
entry, no stay applies, and the DIP may complete the Sale.
A copy of the Contract is available at Burl_Keith_Scroggs_83_Order
from PacerMonitor.com free of charge.
Burl Keith Scroggs and Janet Marion Scroggs sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 18-20174) on May 17, 2018.
The Debtors tapped Bill Kinkead, Esq., at Kinkead Law Offices as
counsel.
CABINET DISTRIBUTORS: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Cabinet Distributors of Tennessee, Inc.
About Cabinet Distributors of Tennessee
Cabinet Distributors of Tennessee, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No.
19-07995) on Dec. 17, 2019. At the time of the filing, the Debtor
had estimated assets of between $50,001 and $100,000 and
liabilities of between $100,001 and $500,000. Judge Marian F.
Harrison oversees the case. Steven L. Lefkovitz, Esq., at
Lefkovitz & Lefkovitz, is the Debtor's legal counsel.
CABRERA INVESTMENTS: Seeks Extension to Disclosure Hearing
----------------------------------------------------------
Debtor Cabrera Investments, LLC, on an ex parte basis, requests the
Court enter an order continuing the hearing to consider approval of
the Debtor's Disclosure Statement by approximately 30 days.
On December 2, 2019, the Court entered its order (I) setting
hearing to consider approval of Disclosure Statement; (II) setting
deadline for filing objections to Disclosure Statement; and (III)
directing Plan Proponent to serve notice. Pursuant to the
Scheduling Order, the Disclosure Hearing was scheduled for January
23, 2020, at 1:30 p.m.
Since the date of the Scheduling Order, two objections to the
Disclosure Statement have been filed.
The Debtor, through counsel, is in the process of attempting to
resolve those Objections, through the filing of an Amended
Disclosure Statement (or other resolution).
However, in the meantime, undersigned counsel was recently
hospitalized with a medical issue, and is currently recovering from
same.
As such, the Debtor respectfully requests that the Court continue
the Disclosure Hearing, by approximately 30 days.
A full-text copy of the Extension Motion dated January 21, 2020, is
available at https://tinyurl.com/qu496dm from PacerMonitor.com at
no charge.
The Debtor is represented by:
LEIDERMAN SHELOMITH ALEXANDER + SOMODEVILLA, PLLC
ZACH B. SHELOMITH
2699 Stirling Road, Suite C401
Ft. Lauderdale, Florida 33312
Telephone: (954) 920-5355
Facsimile: (954) 920-5371
E-mail: zbs@lsaslaw.com
About Cabrera Investments
Based in Hialeah, Florida, Cabrera Investments, LLC, filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. Case No. 18-19175) on June 30, 2018, estimating
$100,001 to $500,000 in total assets and $500,001 to $1 million in
total liabilities.
Ricardo A. Rodriguez, Esq. of the law firm of Rodriguez Law, P.L.
is the Debtor's counsel. Zach B. Shelomith, Esq. of the law firm of
Leiderman Shelomith Alexander + Somodevilla, PLLC, is the Debtor's
co-counsel.
CALIFORNIA RESOURCES: State Street Has 10% Stake as of Jan. 31
--------------------------------------------------------------
State Street Corporation disclosed in an amended Schedule 13G filed
with the Securities and Exchange Commission that as of Jan. 31,
2020, it beneficially owns 4,917,012 shares of common stock of
California Resources Corp, which represents 10.01 percent of the
shares outstanding. SSGA Funds Management, Inc. also reported
beneficial ownership of 4,008,808 Common Shares.
A full-text copy of the regulatory filing is available for free at
the SEC's website at:
https://is.gd/gXHtdQ
About California Resources
California Resources Corporation -- http://www.crc.com/-- is an
oil and natural gas exploration and production company
headquartered in Los Angeles, California. CRC operates its
resource base exclusively within the State of California, applying
complementary and integrated infrastructure to gather, process and
market its production.
California Resources reported net income attributable to common
stock of $328 million for the year ended Dec. 31, 2018, compared to
a net loss attributable to common stock of $266 million for the
year ended Dec. 31, 2017. As of Sept. 30, 2019, California
Resources had $7.03 billion in total assets, $721 million in total
current liabilities, $4.89 billion in long-term debt, $158 million
in deferred gain and issuance costs, $679 million in other
long-term liabilities, $789 million in redeemable noncontrolling
interests, and a total deficit of $208 million.
* * *
In March 2019, S&P Global Ratings affirmed its 'CCC+' issuer credit
rating on California Resources Corp. The affirmation reflects
S&P's expectation that CRC will continue to support its liquidity
by balancing its spending with its cash flow, selling non-core
assets, and potential for joint ventures in 2019 as mentioned in
the Company's fourth quarter conference call.
In November 2017, Moody's Investors Service upgraded California
Resources' Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and
Probability of Default Rating (PDR) to 'Caa1-PD' from 'Caa2-PD'.
Moody's said the upgrade of CRC's CFR to 'Caa1' reflects CRC's
improved liquidity and the likelihood that it will have sufficient
liquidity to support its operations for at least the next two years
at current commodity prices.
CCC LOT 2: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: CCC Lot 2, LLC
N4365 State Road 73
Columbus, WI 53925
Business Description: CCC Lot 2, LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: February 11, 2020
Court: United States Bankruptcy Court
Eastern District of Wisconsin
Case No.: 20-21035
Judge: Hon. Michael G. Halfenger
Debtor's Counsel: Jerome R. Kerkman, Esq.
KERKMAN & DUNN
839 N. Jefferson St., Ste. 400
Milwaukee, WI 53202-3744
Tel: 414-277-8200
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael S. Eisenga, member.
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/h2u137
CONTINENTAL CAST: Creditors Committee Members Disclose Claims
-------------------------------------------------------------
In the Chapter 11 cases of Continental Cast Stone, LLC, the
Unsecured Creditors' Committee, through its counsel Bradley D.
McCormack of The Sader Law Firm and for its Federal Rules of
Bankruptcy Procedure 2019 Disclosures states as follows:
Debtor commenced this case with the filing of a voluntary petition
for Chapter 11 relief on August 20, 2019.
Debtor has remained in possession of its assets and has been
operating its business since the filing date pursuant to 11 U. S.
C. sections 1107, 1108.
The Committee was appointed by the United States Trustee on January
30, 2020.
Pursuant to Fed. Rule Bankr. P. 2019(c), the Committee hereby
discloses the following information:
a. The parties comprising the Committee are Sethmar
Transportation, Inc. whose address is 7381 West 133rd
Street, Suite 402, Overland Park, Kansas 66213 and
Architectural Solutions/Services, LLC whose address is 7840
South Windermere Circle, Littleton, Colorado 80120.
b. Both members of the Committee hold general unsecured claims
against the Debtor.
c. Sethmar Transportation, Inc.'s claim totals $75,700.00.
d. Architectural Solutions/Services, LLC's claim totals
$20,281.94.
The Firm can be reached at:
THE SADER LAW FIRM
Bradley D. McCormack, Esq.
2345 Grand Boulevard, Suite 2150
Kansas City, MO 64108
Tel: 816-561-1818
Fax: 816-561-0818
Email: bmccormack@saderlawfirm.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/cyJnKq
About Continental Cast Stone
and Maglicon LLC
Continental Cast Stone, LLC -- http://www.continentalcaststone.com/
-- doing business as CCSM Acquisition LLC was established in 1986.
It is a manufacturer of cast stone and has offices in Kansas, South
Carolina, Chicago, and California. Its affiliate Maglicon, LLC
owns and leases to Continental the land upon which the company
operates the manufacturing facility in Kansas.
Continental Cast and Maglicon filed Chapter 11 bankruptcy petitions
(Bankr. D. Kan. Lead Case No. 19-21752) on Aug. 20, 2019. In the
petitions signed by Bryan Hinkle, member, Continental Cast and
Maglicon each was estimated to have assets and liabilities at $1
million to $10 million. Judge Robert D. Berger oversees the cases.
Mann Conroy, LLC is the Debtors' counsel.
CONTINENTAL CAST: Exclusivity Period Extended to March 17
---------------------------------------------------------
Judge Robert Berger of the U.S. Bankruptcy Court for the District
of Kansas extended the exclusivity period for Continental Cast
Stone, LLC and Maglicon, LLC to file a Chapter 11 plan and
disclosure statement to March 17 and the period to solicit
acceptances for the plan to May 16.
About Continental Cast Stone and Maglicon
Continental Cast Stone, LLC -- http://www.continentalcaststone.com/
-- doing business as CCSM Acquisition LLC was established in 1986.
It is a manufacturer of cast stone and has offices in Kansas, South
Carolina, Chicago, and California. Its affiliate Maglicon, LLC
owns and leases to Continental the land upon which the company
operates the manufacturing facility in Kansas.
Continental Cast and Maglicon filed Chapter 11 bankruptcy petitions
(Bankr. D. Kan. Lead Case No. 19-21752) on Aug. 20, 2019. In the
petitions signed by Bryan Hinkle, member, Continental Cast and
Maglicon each was estimated to have assets and liabilities at $1
million to $10 million. Judge Robert D. Berger oversees the cases.
Mann Conroy, LLC is the Debtors' counsel.
COSTA HOLLYWOOD: Exclusivity Period Extended to March 17
--------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida extended the exclusivity period for Costa
Hollywood Property Owner, LLC to file a Chapter 11 plan to March
17, and the corresponding plan solicitation period to May 17.
About Costa Hollywood
Costa Hollywood Property Owner, LLC --
https://www.costahollywoodresort.com/ -- is a privately held
company in the traveler accommodation industry. It owns and
operates Costa Hollywood Beach Resort, a resort hotel in Hollywood
Beach, Florida. Costa Hollywood Beach Resort offers rooms and
suites featuring an elevated design aesthetic and luxe decor.
Costa Hollywood sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-22483) on Sept.
19,2019. In the petition signed by Moses Bensusan, manager and
sole member, the Debtor estimated between $50 million and $100
million in both assets and liabilities. Judge A. Jay Cristol
oversees the case. Peter D. Russin, Esq., at Meland Russin &
Budwick, P.A. serves as the Debtor's bankruptcy counsel.
DARREN B. MCCORMICK: Foreign Reps' $300K Sale of Roane Property OKd
-------------------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Colin Diss and Nicholas Wood,
the Joint Trustees of the bankruptcy estate of Darren Bernard
McCormick, to sell the real property located in Roane County,
Tennessee, to Mary and Robert Edwards for $300,000.
The real property is legally described as: Situated in District
Five of Roane County, Tennessee, and being known and designated as
all of Lot 497 and 498 of Grande Vista Bay West-Section VII, as
shown by map of same of record in Plat Book D, Page 544-547, and
with both lots having been combined into one lot pursuant to plat
of record in Plat Book E, Page 172, all in the Register's Office
for Roane County, Tennessee. Being the same property conveyed to
Darren McCormick, unmarried, by deed dated Nov. 17, 2008 from
Tennessee Land and Lakes, LLC, of record in Book 1301, Page 515 and
by deed dated June 12, 2008 on Tennessee Land and Lakes, LLC, of
record in Book 1285, Page 352 both in the Register's Office for
Roane County, Tennessee.
A hearing on the Motion was held on Jan. 21, 2020.
The sale is free and clear of liens, claims and encumbrances with
such claims to attach to the proceeds of such sale.
The Foreign Representatives are authorized to enter into the
proposed Purchase and Sale Agreement with the Buyers and execute
any and all deeds and other documents necessary to effectuate the
closing of such sale and the transfer of the Tennessee Property to
the Buyers as contemplated therein.
In the event the closing of the Purchase and Sale Agreement cannot
be effected by Jan. 27, 2020, the Foreign Representatives are
authorized to execute and enter into a short-term lease agreement
permitting the Buyers to occupy the Property for equivalent rental
rate of $1,200 per month pro-rata until closing can be effected.
Upon closing of the Purchase and Sale Agreement, the Buyers will be
entitled to the protections under 11 U.S.C. Section 363(m), and
receive the Tennessee Property free and clear of all liens, claims,
encumbrances and interests.
The stay imposed under Bankruptcy Rule 6004(h) is waived so that
the Order is effective immediately, and the Foreign Representatives
can meet the scheduled closing date.
Darren Bernard McCormick sought Chapter 11 protection (Bankr. M.D.
Fla. Case No. 19-10768) on Nov. 12, 2019. The Debtor tapped eyza
F. Blanco, Esq., at Sequor Law, P.A. as counsel.
DIGNITY GROUP: $165K Sale of Dallas Home to Guel Approved
---------------------------------------------------------
Judge Stacy G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized The Dignity Group, LLC's sale
of a home at 4835 Burnside Avenue, Dallas, Texas to Rodolfo Torres
Guel for $$165,000.
The sale is free and clear of all liens, interests, claims and
encumbrances, except for the liens that secure 2020 ad valorem
taxes, which will remain attached to the Property.
At Closing, the Debtor will cause and instruct the title company
coordinating the sale of the Property to pay in full from the
proceeds of the sale of the Property, and the Debtor is authorized
and directed to pay, the amounts as follows:
A. all reasonable, customary and usual costs of Closing in the
sale of the Property including, without limitation, title policy
cost, ad valorem real property taxes for years prior to 2020,
attorney and documents fees, and a real estate commission;
B. the amount necessary to pay the lien claim of DFW on the
Property;
C. Payment of any other lien claims against the Property, and
D. All remaining proceeds will be paid to Debtor to be held in
the DIP account.
The sale is final and will be effective and enforceable immediately
upon entry and will not be stayed pursuant to Bankruptcy Rule
6004(g).
About The Dignity Group
The Dignity Group LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Texas Case No. 19-32633) on Aug. 5,
2019. At the time of the filing, the Debtor disclosed assets of
between $500,001 and $1 million and liabilities of the same range.
Eric A. Liepins, P.C., is the Debtor's legal counsel.
DOMINION GROUP: Deadline to File Exit Plan Extended Until April 1
-----------------------------------------------------------------
Judge Jerry Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana extended the deadline for Dominion Group, LLC
and Cape Quarry, LLC to file a Chapter 11 plan of reorganization
and disclosure statement to April 1 and the companies' deadline to
solicit acceptances of the plan to June 1.
About Dominion Group
Dominion Group -- https://www.dominiongp.com/ -- is a turn-key bulk
materials producer and provider, which operates marine terminals
and provides transportation and logistics support serving
businesses on the Mississippi River and Gulf Coast. Cape Quarry, a
wholly-owned subsidiary of Dominion, owns and operates a limestone
quarry in Cape Girardeau County, Mo.
Dominion Group, LLC, based in Baton Rouge, La., and Cape Quarry
sought Chapter 11 protection (Bankr. E.D. La. Lead Case No.
19-12366) on Sept. 3, 2019. In the petitions signed by Joe William
Cline, III, manager, Dominion Group was estimated to have assets
and liabilities of $1 million to $10 million; and Cape Quarry LLC
was estimated assets of $10 million to $50 million and estimated
liabilities of $1 million to $10 million.
Judge Jerry A. Brown oversees the cases.
The Debtors hired Adams & Reese LLP as counsel; Chiron Advisory
Services LLC as financial advisor; and Chiron Financial LLC as
investment banker.
The U.S. Trustee for Region 5 appointed a committee of unsecured
creditors in the Chapter 11 case of Dominion Group LLC's affiliate
Cape Quarry, LLC on Oct. 29, 2019. The committee is represented
Simon, Pergaine, Smith & Redfearn, LLP.
DON KARL JURAVIN: Trustee's $35K Sale of Assets Denied as Moot
--------------------------------------------------------------
Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida denied as moot the proposed sale by
Dennis D. Kennedy, the Chapter 7 Trustee of Don Karl Juravin, to
sell to Wilmington Financial Services, LLC the following assets of
the Debtor: (i) the 2014 Jeep Wrangler, VIN 1C4BIWDG8EL230021; (ii)
the 2018 Mercedes Benz GLSSSOW4, VIN 4JGDF7DE7JBOO3154; (iii) any
and all of the Debtor's prepetition causes of action, excluding any
causes of action arising under Chapter 5 of Title 11 of the United
States Code; (iv) any and all of the Debtor's interest in Must Cure
Obesity, Co.; Juravin, Inc.; and Roca Labs Nutraceutical USA, Inc.;
and (vi) any and all of the Debtor's interest in websites, blogs,
and social media accounts, together with any and all passwords
necessary to control the web sites, blogs, and social media
accounts, for $35,000, in accordance with the terms of their
Agreement for Sale.
A hearing on the Motion was held on Jan. 14, 2020.
The Trustee intended to sell the Assets as is, where is, without
any warranties of any kind whatsoever, and only the right and
interest of the estate is being sold.
Attorney Aldo G. Bartolone, Jr., Esq., is directed to serve a copy
of the Order on interested parties and file a proof of service
within three days of entry of the Order.
Counsel for Trustee:
Bradley M. Saxton, Esq.
Lauren M. Reynolds, Esq.
WINDERWEEDLE, HAINES, WARD
& WOODMAN, P.A.
Winter Park, FL 32790-0880
Telephone: (407) 423-4246
Facsimile: (407) 645-3728
E-mail: bsaxton@whww.com
Lreynolds@whww.com
Don Karl Juravin filed a petition under Chapter 7 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 6:1806821) on Oct. 31, 2018.
Dennis D. Kennedy was appointed as Chapter 7 Trustee.
DONNA J. BARNES: Feb. 29 Auction of Property Moved to March 7
-------------------------------------------------------------
Judge James J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut modified the bidding procedures he approved
in connection with Donna J. Barnes' auction sale of her real estate
located at 33 Bay Street, Westerly, Rhode Island on Feb. 29, 2020
at the Property itself.
Pursuant to the Motion, that Order Approving Bidding Procedures
issued by the Court on Jan. 21, 2020 will be and is modified as
follows: (a) the auction date of the Property, as such term is
defined in the Bid Procedures Order, will be and hereby is extended
from Feb. 29, 2020 to March 7, 2020, with a back-up auction date of
March 14, 2020 in the event that inclement causes the postponement
of the auction.
Aside from the foregoing, all other terms and conditions of the Bid
Procedures Order will remain in full force and effect.
A copy of the Bidding Procedures (Exhibit A) is available at
https://tinyurl.com/wwc5pco from PacerMonitor.com free of charge.
Donna J. Barnes sought Chapter 11 protection (Bankr. D. Conn. Case
No. 19-20400) on March 14, 2019. The Debtor tapped Jon P. Newton,
Esq., at Reid and Riege PC, as counsel.
DREAM BIG RESTAURANTS: Exclusivity Period Extended to April 24
--------------------------------------------------------------
Judge Helen Burris of the U.S. Bankruptcy Court for the District of
South Carolina extended the exclusivity periods during which Dream
Big Restaurants LLC can file and confirm its Chapter 11 plan of
reorganization to April 24 and June 23, respectively.
About Dream Big Restaurants
Dream Big Restaurants LLC operates McDonald's restaurant franchises
at eight locations in Greenville and Greer, S.C.
Dream Big Restaurants sought Chapter 11 protection (Bankr. D.S.C.
Case No. 19-05090) on Sept. 27, 2019, in Spartanburg, S.C. In the
petition signed by Phillip K. Wilkins, authorized member, the
Debtor was estimated to have assets at $1 million to $10 million
and liabilities at $10 million to $50 million. Judge Helen E.
Burris oversees the case. The Debtor tapped Schafer and Weiner,
PLLC as its general bankruptcy counsel, and Skinner Law Firm, LLC
as its local counsel.
EVENTIDE CREDIT: U.S. Trustee Forms 7-Member Committee
------------------------------------------------------
The Office of the U.S. Trustee appointed seven creditors to serve
on the official committee of unsecured creditors in the Chapter 11
case of Eventide Credit Acquisitions, LLC.
The committee members are:
(1) Dowin Coffy
2160 W. Monroe Street, Apt. C
Springfield, IL 62704
(269) 757-4409
Coffyman20@gmail.com
(2) Dana Duggan
2 Cityview Lane, Apt. 810
Quincy, MA 02169
(781) 985-2364
danaduggan@gmail.com
(3) Renee Galloway
142 Banneker Dr.
Williamsburg, VA 23185
(804) 269-6845
Respsych16@gmail.com
(4) George Hengle
12801 Winfree Street
Chester, VA 23831
(804) 920-8045
hengnout@gmail.com
(5) Regina Nolte
3210 Eddy Court
Indianapolis, IN 46214
(317) 833-9565
Caymanangel@hotmail.com
(6) Richard L. Smith, Jr.
42180 NW Wilkes St.
Banks, OR 97106
(480) 238-3802
Rsmith68n@yahoo.com
(7) Teresa Titus
4125 S. Settler Dr. #127
Ridgefield, WA 98642
(925) 915-9792
Tracy.contractparalegal@gmail.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Eventide Acquisitions
Eventide Acquisitions, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Texas Case No. 20-40349) on Jan.
28, 2020. At the time of the filing, the Debtor had estimated
assets of between $50 million and $100 million and liabilities of
between $1 million and $10 million. Bernard R. Given, II, Esq., at
Loeb & Loeb LLP, is the Debtor's legal counsel.
GADSDEN PROPERTIES: Chief Executive Officer Hartman Resigns
-----------------------------------------------------------
John Hartman resigned from his position as chief executive officer
of Gadsden Properties, Inc., as well as chief executive officer
and/or president of the Company's subsidiaries, effective Feb. 4,
2020.
The Board of Directors of the Company appointed Douglas Funke as
interim chief executive officer of the Company on Feb. 4, 2020. Mr.
Funke is currently a member of the Company's Board of Directors,
where he serves as chairman of the Board's Audit Committee.
Mr. Funke was appointed until his successor is duly elected and
qualified. There are no arrangements or understandings between Mr.
Funke and any other person pursuant to which Mr. Funke was
appointed to serve as the chief executive officer of the Company.
There are no family relationships among Mr. Funke and our directors
or officers. Mr. Funke has not entered into an employment
agreement with the Company, but has agreed to serve without the
payment of any compensation beyond a nominal $1.00 fee.
Mr. Funke is the chief executive officer of the manager and
co-portfolio manager of the Berkeley Street Real Estate Income
Fund. Mr. Funke is responsible for identifying, sourcing,
structuring and managing the investments of the Fund. As manager,
he oversees the daily operations and he sets the investment
guidelines for the Fund. Mr. Funke is a member of both the
Investment Committee and Risk Committee at Berkeley Street Real
Estate. He was, previously, a managing director and head of The
Americas for Iceberg Real Estate (Forum Partners spin-out entity
with Mr. Pine). Mr. Funke was responsible for bottom-up research
for the Income Plus and Alpha strategies as well as sourcing /
structuring investments for the Special Situations fund. Prior to
Iceberg he was a managing director and Global Portfolio Manager
with Forum Securities based in Greenwich, CT. At Forum, Mr. Funke
managed and oversaw the Americas. Before joining Forum Partners,
Mr. Funke was a managing director at BeachStreet Capital where he
advised hedge funds, institutional money managers, high net worth
clients and public and private companies on real estate and real
estate related investments. Mr. Funke began his investment career
at Morgan Stanley where he was a managing director and co-portfolio
manager of Morgan Stanley Investment Management's US Real Estate
Fund and the Morgan Stanley Special Situations Fund. He was the
first employee of the fund and helped raise assets under management
from $5.0 million in Morgan Stanley seed capital to $7.0 billion of
institutional assets. He was responsible for the day-to-day
investing of these funds and managed the bottom-up stock picking
and research effort. In addition to his duties as Portfolio
Manager, Mr. Funke sourced, structured and executed private
investments for both the Morgan Stanley US Real Estate Fund and the
Morgan Stanley Special Situations Fund. Mr. Funke holds an AB in
Economics and Political Science from the University of Chicago.
Effective Feb. 4, 2020, Mr. Hartman also resigned as chairman and a
member of the Company's Board of Directors. Mr. Hartman did not
serve on any committees of the Board.
About Gadsden
Willow Grove, PA-based Gadsden Properties, Inc. fka FC Global
Realty Incorporated founded in 1980, has recently transitioned from
its former business as a skin health company to a company, focused
on real estate development and asset management, concentrating
primarily on investments in, and the management and development of,
income producing real estate assets.
FC Global reported a net loss attributable to comon stockholders
and participating securities of $4.67 million for the year ended
Dec. 31, 2018, compared to a net loss attributable to common
stockholders and parcitipating securities of $19.38 million for the
year ended Dec. 31, 2017. As of June 30, 2019, the Company had
$134.31 million in total assets, $52.88 million in total
liabilities, $22.23 million in series A redeemable convertible
preferred stock, $3 million in Class B OPCO Units subject to
redemption, and $56.20 million in total stockholders' equity.
Fahn Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, the
Company's auditor since 2011, issued a "going concern"
qualification in its report dated April 1, 2019, citing that the
Company has incurred net losses for each of the years ended Dec.
31, 2018 and 2017 and has not yet generated any significant
revenues from real estate activities. As of Dec. 31, 2018, there
is an accumulated deficit of $139,690,000. These conditions, along
with other matters raise substantial doubt about the Company's
ability to continue as a going concern.
GALVESTON BAY PROPERTIES: Unsecureds Get 100% in 5 Years in Plan
----------------------------------------------------------------
Galveston Bay Properties, LLC and Galveston Bay Operating Company,
LLC, have proposed a Reorganization Plan.
Alternatively, a Chapter 7 Trustee may try to market and sell the
Debtors' assets. The Debtors believe that a sale of the Debtors'
assets by a chapter 7 Trustee would likely not provide any recovery
to holders of Allowed General Unsecured Claims.
The Plan proposes to treat claims as follows:
* Class 4 - Allowed Secured Claims of Quintium Private
Opportunities Fund, LP, Shadow Tree Funding Vehicle A-Hydrocarb
LLC, Shadow Tree Capital Management LLC. IMPAIRED. The holders of
the Allowed Secured Claims shall receive payment in full of their
claims, together with interest at the plan interest rate, through
60 regular monthly payment commencing on the Effective Date and
continuing monthly thereafter.
* Class 5 - Allowed Secured Claim of Archrock Partners Operating
, LLC, Class 6 - Allowed Secured Claim of Baywatr Drilling, LLC,
Class 7 - Allowed Secured Claim of Fairfold North America, Inc.,
and Class 8 - Allowed Other Secured Claims are all IMPAIRED. . The
holder of the Allowed Secured Claim of each classes shall be paid
its Allowed Claim, if any, in full, in cash together with interest
at the Plan Interest Rate, in 60 regular monthly installment
payments commencing on the Effective Date and monthly thereafter,
so long as there has been no Material Default by the Recognized
Debtors in treatment of Class 4.
* Class 9 - Prior Plan Allowed Class Five Unsecured Claims.
IMPAIRED. Each holder of the Claim shall be paid its allowed claim
in full, in cash, in six regular monthly installment payments
commencing on the effective date and monthly thereafter, so long as
there has been no material default by the reorganized debtors in
treatment of classes 4 through 8.
* Class 10 - Allowed Oil and Gas Vendor Claims. IMPAIRED. Each
holder of the Claim shall be paid its allowed claim in full, in
cash, in thirty-six regular monthly installment payments commencing
on the effective date and monthly thereafter until paid in full, so
long as there has been no material default by the reorganized
debtors in treatment of classes 4 through 8.
* Class 11 - Allowed Non-insider unsecured Claims. IMPAIRED. Each
holder of the Claim shall be paid its allowed claim in full, in
cash, sixty regular monthly installment payments commencing on the
effective date and monthly thereafter until paid in full, so long
as there has been no material default by the reorganized debtors in
treatment of classes 4 through 8.
* Class 12 - Clow Partners' Prior Plan Class Six Claim. IMPAIRED.
This class shall receive nothing.
* Class 13 - Pre-Petition Membership Interest. IMPAIRED. All
Pre-Petition Membership Interests in each of the Debtors shall be
cancelled on the Effective Date.
A full-text copy of the Disclosure Statement dated Jan. 31, 2020,
is available at https://tinyurl.com/vpckhgl from PacerMonitor.com
at no charge.
Attorneys for the Debtors:
Kell C. Mercer
KELL C. MERCER, P.C.
1602 E. Cesar Chavez Street
Austin, Texas 78702
Tel: (512) 627-3512
Fax: (512) 597-0767
E-mail: kell.mercer@mercer-law-pc.com
- and -
Christopher Adams
Ryan A. O'Connor
OKIN ADAMS LLP
1113 Vine St., Suite 240
Houston, Texas 77002
Tel: 713.228.4100
Fax: 888.865.2118
E-mail: cadams@okinadams.com
roconnor@okinadams.com
About Galveston Bay Properties
Galveston Bay Properties is a privately held company that operates
in the oil and gas extraction business. Its principal assets
include oil and gas leases in Chambers and Galveston Counties,
Texas.
Galveston Bay Properties, LLC, and affiliate Galveston Bay
Operating Company LLC sought Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 19-36075) on Nov. 1, 2019 in Houston, Texas. As
of the Petition Date, each of the Debtors was estimated to have $1
million to $10 million in assets and liabilities. Judge Eduardo V.
Rodriguez is the presiding judge. KELL C. MERCER, P.C., and OKIN
ADAMS, LLC serve as the Debtors' bankruptcy counsel.
GREAGER CUSTOM: To Seek Plan Confirmation March 12
--------------------------------------------------
Judge Eddward P. Ballinger Jr as ordered that the Disclosure
Statement explaining the Chapter 11 Plan filed by GREAGER CUSTOM
HOMES, INC., is conditionally approved.
The Court will consider whether to confirm the Plan at a hearing
on March 12, 2020, at 1:30 p.m. ("Confirmation Hearing"). The
Confirmation Hearing will be held in Courtroom 703, the U.S.
Bankruptcy Court, 230 N. First Ave., Phoenix, AZ 85003.
The objection must be filed and served by March 5, 2020 (which
date is at least seven calendar days prior to the initial
confirmation hearing).
To be timely, a completed Ballot must be delivered to the Debtor by
March 5, 2020 (which is at least five business days prior to the
Confirmation Hearing).
About Greager Custom Homes
Greager Custom Homes, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-09913) on Aug. 8,
2019. At the time of the filing, Greager Custom Homes disclosed
assets of between $100,001 and $500,000 and liabilities of the same
range. The case has been assigned to Judge Eddward P. Ballinger
Jr. Greager Custom Homes is represented by Allan D. Newdelman,
P.C.
GREENBERG GOURMET: Seeks to Employ Cohen Baldinger as Counsel
-------------------------------------------------------------
Greenberg Gourmet, LLC seeks permission from the U.S. Bankruptcy
Court for the District of Maryland to employ Cohen Baldinger &
Greenfeld, LLC as counsel in its Chapter 11 bankruptcy proceedings.
Specifically, the Debtor seeks to employ Augustus T. Curtis, a
member of the law firm.
As counsel, CBG will:
(a) give the Debtor legal advice with respect to powers and
duties as debtor-in-possession in the continued management of
estate property;
(b) prepare on behalf of the Debtor as debtor-in-possession
necessary applications, answers, orders, reports and other legal
papers; and
(c) perform all other legal services for the Debtor as
debtor-in-possession, as may be necessary.
The Debtor agrees to compensate CBG based on the firm's normal
hourly rates.
The Debtor relates that CGB and its members represent no interest
adverse to Debtor as debtor-in-possession or the estate except as
specifically disclosed in the matters upon which it is to be
engaged for the Debtor, and that the firm's employment would be in
the best interests of the estate.
The firm may be reached through:
Augustus T. Curtis, Esq.
Cohen Baldinger & Greenfeld, LLC
260 Tower Oaks Blvd., Suite 103
Rockville, MD 20852
Tel: (301) 881-8300
About Greenberg Gourmet, LLC
Greenberg Gourmet, LLC sought Chapter 11 protection (Bankr. D. Md.
Case No. 20-10930) on January 23, 2020. Cohen, Baldinger &
Greenfeld, LLC represents the Debtor as counsel.
GREENHILL & CO: Moody's Puts Ba2 CFR on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service placed on review for downgrade the Ba2
corporate family rating and the Ba2 ratings on the senior secured
term loan and revolving credit facility of Greenhill & Co., Inc.
The rating outlook was changed to Rating Under Review from Stable.
The review follows the recent release of the company's full year
2019 results.
RATINGS RATIONALE
Notwithstanding a stronger performance in the second half of 2019,
Greenhill's full-year results for 2019 were weaker than expected,
Moody's said, driven by a slowdown in global M&A activity and a
significant decline in the firm's European business. The weaker
revenue environment was compounded by a compensation ratio above
the firm's target level even after a reduction in compensation
expense during the second half of 2019. Moody's believes this
reflects the impact of new hiring as well as a possible weakening
of the firm's traditionally disciplined culture of expense
control.
The weaker earnings performance in 2019 has been compounded by a
slower rate of debt repayment than Moody's had previously
anticipated at Greenhill. As a result, the firm's Debt/EBITDA and
EBITDA/Interest expense as calculated on a Moody's adjusted basis
have deteriorated and are no longer supportive of the current
ratings. Although Moody's expects the firm's profitability will
improve in 2020, the 2019 results also suggest the firm is exposed
to greater earnings volatility than Moody's had previously
expected. The rating agency also noted that in 2020 it expects the
firm will report a significant increase in its operating lease
liability, a component of Moody's adjusted debt, reflecting the
inclusion of a new, lower cost lease for the firm's principal
executive offices in New York.
The review will focus on the firm's future plans for paying down
debt, the impact on the firm's leverage metrics from the inclusion
of the new lease liability, and the flexibility of the firm's cost
structure.
Greenhill's creditworthiness is underpinned by a profitable
franchise with reasonable pretax margins supported by a variable
compensation model. However, since Greenhill lacks the scale and
diversification of some other advisory firms, its profitability and
cash flow generation capacity could be more challenged compared
with peers in an adverse business environment.
Moody's does not have any particular governance concerns for
Greenhill, and does not apply any corporate behavior adjustment in
its standalone assessment of Greenhill's creditworthiness.
WHAT COULD CHANGE THE RATINGS UP/DOWN
Because Greenhill's ratings are on review for downgrade, they are
unlikely to be upgraded in the foreseeable future. At the
conclusion of the review for downgrade, Greenhill's ratings may be
confirmed at their current level should Moody's conclude that
Greenhill's financial policies include plans for a significant
reduction of debt and a continued culture of expense discipline
such that the firm can sustain its debt service capacity at the
bottom of the economic cycle.
On the other hand, Greenhill's ratings could be downgraded should
Moody's conclude that the firm's Debt/EBITDA on a Moody's adjusted
basis is unlikely to improve below 4.0x on a sustained basis by the
end of 2020, should the firm undertake a significant increase in
debt to fund share repurchases or dividends, or should the firm
suffer from a continued deterioration in cash flow generation and
profitability such as due to a downturn in M&A advisory markets or
the departure of key personnel combined with a failure to control
costs.
Greenhill is a New York-headquartered financial advisory firm. The
firm's specialization is in M&A advisory, and also operates a
restructuring advisory business and a capital advisory segment.
Greenhill reported $301 million in revenues in 2019.
The principal methodology used in these ratings was Securities
Industry Service Providers Methodology published in November 2019.
HARSO CORP: Fitch Corrects Feb. 10 Ratings Release
--------------------------------------------------
Fitch Ratings replaced a ratings release on Harsco Corporation
published on February 10, 2020 to correct the name of the obligor
for the bonds.
The amended ratings release is as follows:
Fitch Ratings has affirmed Harsco Corporation's Long-Term Issuer
Default Rating at 'BB', secured revolver and term loan at
'BB+'/'RR1', and senior unsecured notes at 'BB'/'RR4'. The Rating
Outlook has been revised to Negative from Stable. Harsco had $792
million of debt outstanding as of Sept. 30, 2019.
These actions follow Harsco's announcement that it has agreed to
acquire Stericycle's Environmental Solutions business (ESOL) for
$462.5 million in cash. Management expects ESOL to generate
revenues of $550 million and EBITDA of $35 million in 2020, and
expects to generate run rate cost synergies of $15 million by the
third year of ownership. Harsco intends to finance the acquisition
with borrowings under its revolving credit facility and new debt
financing. The acquisition is expected to close by the end of the
first quarter of 2020.
KEY RATING DRIVERS
Negative Outlook: The Negative Outlook reflects elevated financial
leverage following the ESOL acquisition, currently weak operating
results within the ESOL business as well as in Harsco's rail and
environmental businesses, and the challenges associated with
integrating two sizable acquisitions -- ESOL and the
recently-acquired Clean Earth.
Higher Financial Leverage: Pro forma for the acquisition,
debt/EBITDA is in the mid-3.0x range, compared with leverage of
1.9x as of the end of 2018. Fitch expects leverage will improve to
around 3.0x over two years through a combination of EBITDA growth
and debt reduction from FCF. Leverage is moderately high for the
rating, and the expected deleveraging depends on successfully
integrating the two acquisitions and on steady demand from the
company's end markets. Following the ESOL acquisition, there will
be limited headroom in the rating for operating shortfalls or
further end-market weakness.
Portfolio Shift: Harsco's portfolio has undergone a significant
shift over the past year, with the completion of another large
acquisition, that of Clean Earth, in mid-2019, and the sale of the
company's three industrial businesses. These transactions give
Harsco a meaningful presence in environmental solutions and, in
particular, hazardous waste disposal, while reducing its exposure
to the cyclical industrial sector. Hazardous waste disposal, which
will represent around 40% of Harsco's revenues, is less cyclical
than Harsco's other businesses and has solid long-term growth
prospects.
Cyclical End-Markets: The recent portfolio shift notwithstanding,
Harsco faces meaningful cyclicality in its other operations, which
are tied to the level of steel production, metals prices, and
investment in rail equipment end-markets, with particular exposure
to steel and mineral markets. The company is currently experiencing
weaker results in its rail business as a result of operational
challenges and shipment deferrals, and in its Harsco Environmental
business due to lower services demand and weaker production levels
at its steel mill customers.
FCF Constrained: Fitch expects FCF will be constrained by currently
weaker margins at ESOL and by elevated levels of growth capex
within Harsco Environmental, due to the potential for new contracts
at existing locations and with mills in emerging markets. FCF
should nonetheless remain positive, approaching 2% of revenues over
the medium term. FCF is expected to be used for debt reduction,
with acquisitions on hold while the company focuses on integrating
ESOL and Clean Earth.
DERIVATION SUMMARY
Harsco is a diversified manufacturer and service provider that
participates in a variety of end-markets, each of which has a
different set of competitors. Another diversified industrial in the
'BB' category is Trinity Industries, a manufacturer and lessor of
rail cars. When compared with Trinity's manufacturing operations,
Harsco has lower financial leverage and generates higher EBITDA
margins. Trinity has a substantial railcar leasing business that
broadens its scale and helps to mitigate the cyclicality in its
railcar manufacturing operations. No country-ceiling,
parent/subsidiary or operating environment aspects affect the
rating.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- The acquisition of ESOL is assumed in the forecast to have
taken place on Jan. 1, 2020;
-- Sales grow by close to 50% in 2020 due to acquisitions of
Clean Earth and ESOL which follow divestitures of Harsco's
industrial businesses in 2019. Sales grow by 4% annually
thereafter;
-- EBITDA margins are moderately lower in 2019 and 2020 due to
weakness in the businesses and the mix effect of the ESOL
acquisition. Margins recover gradually beginning in 2021;
-- FCF is estimated at 1%-2% of revenues beginning in 2020;
-- Debt levels increase to $1.2 billion in 2020 and decline
gradually thereafter.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- The company develops into a larger, more diversified
operation;
-- Stronger FCF generation;
-- Debt/EBITDA sustained under 2.5x and FFO-adjusted leverage
under 3.5x.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Debt/EBITDA remains above 3.25x and FFO-adjusted leverage
remains above 4.0x-4.25x;
-- Negative FCF on a sustained basis.
LIQUIDITY AND DEBT STRUCTURE
Harsco's liquidity at Sept. 30, 2019 was supported by cash of $75
million and a $700 million secured revolver maturing in November
2021, on which an estimated $613 million was available.
Harsco's debt structure as of Sept. 30, 2019 consisted of $57
million drawn on the secured revolver, $218 million outstanding on
a secured term loan maturing in December 2024, $500 million of
senior unsecured notes due 2027, and $16 million of other
borrowings and overdrafts. The collateral backing the credit
facilities includes the capital stock of each direct subsidiary
(65% of stock of first-tier foreign subsidiaries) and substantially
all of the company's domestic tangible and intangible assets. In
addition, all of the company's domestic, wholly owned restricted
subsidiaries guarantee the facilities and the notes.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3 - ESG issues are credit
neutral or have only a minimal credit impact on the entity, either
due to their nature or the way in which they are being managed by
the entity.
HCA INC: Fitch Rates Senior Unsecured Notes 'BB/RR4'
----------------------------------------------------
Fitch Ratings has assigned a 'BB'/'RR4' rating to HCA Inc.'s senior
unsecured notes issuance. The notes will rank equally with HCA
Inc.'s outstanding senior unsecured notes. Proceeds are expected to
be used to refinance outstanding obligations, including the $1
billion HCA Healthcare, Inc. 6.25% senior notes maturing in 2021.
The ratings apply to approximately $34.5 billion of debt at Sept.
30, 2019. The Rating Outlook is Stable.
KEY RATING DRIVERS
Industry-Leading Financial Flexibility: HCA has for-profit hospital
industry-leading operating margins and generates consistent and
ample FCF (cash flow from operations [CFFO] less dividends,
payments to minority interests and capex). Leverage has dropped in
recent periods as a result of growth in EBITDA. However, Fitch
believes that HCA has limited financial incentive to operate with
leverage sustained below the 3.5x level viewed as consistent with a
higher rating level. As such, future rating actions are more likely
to be driven by changes in the company's financial policy rather
than accelerating or decelerating operating fundamentals.
Stable Leverage: At 3.7x at Sept. 30, 2019, HCA's leverage is below
the average of the group of publicly traded hospital companies.
Fitch forecasts HCA will produce cash flow from operations of $6.9
billion in 2020 and will continue to prioritize use of cash for
organic investment in the business, tuck-in M&A and payments to
shareholders, including a common dividend that consumes about $550
million of cash.
Secular Headwinds Buffet Operating Outlook: Measured by revenues,
HCA is the largest operator of for-profit acute care hospitals in
the country, with a broad geographic footprint and good depth of
care delivery assets in the company's markets. This favorable
operating profile makes HCA relatively resilient although not
immune to any weakness in organic operating trends in the
for-profit hospital industry. HCA's top line growth has
consistently outpaced most industry peers, but secular challenges,
including a shift to lower-cost sites of care driven by health
insurer scrutiny, increasing healthcare consumerism, and growing
Medicare volumes relative to commercial volumes will be long-term
headwinds to organic growth.
Increasing Focus on M&A: HCA has recently increased the pace of
acquisitions, which will help to bolster growth in the intermediate
term. Recent transactions have been tuck-in in nature, as HCA
follows a strategy of adding hospitals mainly in existing markets.
The recent acquisitions of Memorial Health System in Savannah, GA
in February 2018 and seven-hospital system Mission Health, in
Asheville, NC in February 2019, represent the first new hospital
markets HCA entered in more than a decade, signaling openness to
geographic expansion in the right situations. The company has the
financial flexibility necessary to complete a larger transaction
that is more transformative to the operating profile, but Fitch
believes it is more likely that the company will continue to focus
on smaller targets.
Regulatory Environment In-Flux: Amidst partisan gridlock in
Washington, the Affordable Care Act (ACA) has remained a target of
legal challenges, and broader healthcare reform themes will play a
dominant role in debates leading up to the 2020 presidential
election. Fitch believes the ACA has had a slightly positive effect
on the financial profile of most healthcare issuers. About 8.5% of
Americans are without health insurance, down about 500bp from
before the ACA's insurance expansion took effect, but up in 2019
for the first time since 2008. HCA's management has stated that the
company has benefited from the ACA, and that enrollees in the ACA
health insurance marketplaces comprised 2.6% of admissions in 2017
and 2.5% in first-quarter 2018, the last data points provided.
ACA Insurance Expansion Undermined: The Trump administration has
made several changes that weaken the insurance expansion elements
of the ACA. These include removal of the individual mandate penalty
effective in 2019; an extended timeline for short-term, less
comprehensive health plans; increased state Medicaid waiver
flexibility; and cuts to ACA healthcare exchange open enrolment
advertising spending. Such changes are expected to lead to small
increases in the number of uninsured and underinsured individuals
and will not influence business profiles enough to change any
ratings in the for profit hospital industry.
DERIVATION SUMMARY
HCA is operationally well-positioned relative to the four publicly
traded hospital company peers (Tenet Healthcare Corp., Community
Health Systems, Universal Health Services, and Quorum Health
Corp.). Compared with CHS, and Quorum, HCA's hospitals are located
in more rapidly growing urban and suburban markets and the company
is the best positioned in the industry in developing a continuum of
care delivery assets in its acute care hospital markets. The
financial profile is also amongst the strongest in the peer group
because of a moderate degree of financial leverage, industry
leading profitability and a high absolute level of FCF generation.
Amongst the peer group, only one-notch higher-rated UHS (IDR BB+)
has a stronger balance sheet than HCA.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within its Rating Case for the Issuer:
- Organic revenue growth of 4%-5% from 2020-2022, driven equally
by pricing and volume;
- Operating EBITDA margin of 19%-20% through the forecast
period;
- Fitch forecasts 2020 EBITDA before associate and minority
dividends of $10.4 billion and 2020 FCF after associate and
minority distributions of $2.3 billion for HCA, with capex of about
$4.1 billion and dividends slightly over $550 million;
- Debt due during the forecast period is assumed to be
refinanced;
- The company issues some incremental debt to fund capital
deployment and forecast leverage is sustained at or above the 3.5x
positive leverage rating sensitivity through 2021.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- The 'BB' rating considers HCA operating with leverage (total
debt/EBITDA after associate and minority dividends) around 4.0x
with a FCF margin of 3%-4%;
- An upgrade to 'BB+' from 'BB' is possible if HCA maintains
leverage (total debt/EBITDA after associate and minority dividends)
at 3.5x or below.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- A downgrade to 'BB-' could be caused by leverage sustained
above 4.5x; however, this is unlikely in the near term because
these targets afford HCA with significant financial flexibility to
increase acquisitions and organic capital investment, while still
returning a substantial amount of cash to shareholders.
LIQUIDITY AND DEBT STRUCTURE
Good Financial Flexibility: HCA's liquidity profile is solid for
the 'BB' IDR. There are no significant debt maturities until 2021,
when the $1 billion unsecured, structurally subordinated HCA
Holdings, Inc. notes will mature. Proceeds of the senior unsecured
notes issuance are expected to be used to repay this debt. In 2022,
the $3.75 billion ABL terminates and a 7.5% $2 billion unsecured
bond matures. HCA does not have large cash needs for working
capital or exhibit much seasonality in cash flow generation. Cash
on hand is typically $500 million-$600 million; the company has
$5.75 billion in revolving credit capacity and in recent periods
has maintained at least $2.0 billion in available capacity on these
credit lines.
HCA also has good flexibility under the debt agreement covenants.
The bank agreement includes a financial maintenance covenant that
limits consolidated net leverage to 6.75x or below and an
incurrence covenant for first lien secured net leverage (includes
debt under the bank facilities and first lien secured notes) of
3.75x. At Sept. 30, 2019, Fitch estimates the HCA has incremental
secured first-lien debt capacity of roughly $15 billion under the
3.75x consolidated leverage ratio test.
Debt Issue Notching: The ABL facility has a first-lien interest in
substantially all eligible accounts receivable (A/R) of HCA, Inc.
and the guarantors, while the other bank debt and first-lien notes
have a second-lien interest in certain of the receivables. Due to
this priority secured interest, the ABL is rated 'BBB-', two
notches higher than the IDR. The availability on the ABL facility
is based on eligible A/R as defined per the credit agreement.
The cash flow revolver, term loans and first lien secured notes,
are rated 'BB+'/'RR1', one notch above the IDR. These obligations
are not notched up to investment grade because of a large amount of
non-guarantor value in the capital structure (operating
subsidiaries that are not guarantors of the secured debt comprise
about 40% of total assets), and a relatively lenient secured debt
incurrence covenant that allows for net secured debt/EBITDA of up
to 3.75x.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3 - ESG issues are credit
neutral or have only a minimal credit impact on the entity, either
due to their nature or the way in which they are being managed by
the entity.
HCA has an ESG Relevance Score of 4 for Exposure to Social Impacts
due to societal and regulatory pressures to constrain growth in
healthcare spending in the U.S. This dynamic has a negative impact
on the credit profile, and is relevant to the rating in conjunction
with other factors.
HCA INC: Moody's Rates New Senior Unsecured Notes 'Ba2'
-------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to HCA Inc.'s new
unsecured notes. HCA Inc. is a wholly owned subsidiary of HCA
Healthcare, Inc. There are no changes to any of the company's
existing ratings, including its Ba1 corporate family rating, or its
stable outlook.
Proceeds will be used for general corporate purposes and to redeem
all $1 billion of the company's 6.25% senior notes due 2021.
Ratings assigned:
HCA Inc.
New senior unsecured notes due 2030 at Ba2 (LGD 5)
RATINGS RATIONALE
HCA's Ba1 CFR is supported by the company's significant scale and
strong competitive positions in growing urban and suburban markets.
HCA also has industry leading profit margins and makes significant
investments in its key markets in order to drive future organic
growth. HCA has a long track record of stable operating performance
and strong cash flow. The CFR is constrained by HCA's geographic
concentration in Florida and Texas and its track record of
shareholder friendly policies. It is also constrained by Moody's
expectation that, including acquisitions, financial leverage will
remain moderately high with debt to EBITDA in the 4.0 to 4.5 times
range (including Moody's standard adjustments).
The stable outlook reflects Moody's view that adjusted debt/EBITDA
will stay within HCA's targeted range of 3.5 to 4.5 times (or 4.0
to 5.0 times including Moody's adjustments) and the ability to
invest in its markets will help HCA grow revenue and earnings
despite ongoing industry headwinds. The outlook also reflects
Moody's expectation for a relatively stable regulatory and
reimbursement environment over the next 12-18 months.
With respect to governance, HCA is currently operating with
financial leverage that is below that of its publicly stated target
range. That said, Moody's expects this to be temporary given that
acquisitions represent a key element of HCA's growth strategy.
Further, there are several underperforming and/or distressed assets
in the hospital sector that, if acquired by HCA, would be
leveraging. As a for-profit hospital operator, HCA also faces high
social risk. The affordability of hospitals and the practice of
balance billing has garnered substantial social and political
attention. Hospitals are now required to publicly provide the list
price of all of their services, although compliance and practice is
inconsistent across the industry. Additionally, hospitals rely on
Medicare and Medicaid for a substantial portion of reimbursement.
Any changes to reimbursement to Medicare or Medicaid directly
impacts hospital revenue and profitability. In addition, the social
and political push for a single payor system would drastically
change the operating environment.
The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectation of very good liquidity over the next 12-18 months. HCA
had $621 million of cash at December 31, 2019. Further, Moody's
expects HCA to generate about $2 billion of free cash flow over the
next 12 months after dividends. Liquidity is also supported by full
availability under its $2 billion revolving credit facility and
ample cushion under its financial maintenance covenants.
The ratings could be upgraded if Moody's expects HCA to sustain
debt to EBITDA below 4.0 times and commit to more conservative
financial policies. An upgrade could also result from stable volume
and operating trends, greater geographic diversity, and a stable
reimbursement and regulatory environment.
The ratings could be downgraded if HCA engages in material
debt-financed dividends, share repurchases, or acquisitions. A
downgrade could also occur if Moody's expects HCA to encounter
significant reimbursement or regulatory challenges or sustain debt
to EBITDA above 5.0 times.
HCA is the largest for-profit acute care hospital operator in the
US as measured by revenues. In addition, the company operates
psychiatric facilities, two rehabilitation hospitals, as well as
ambulatory surgery centers and cancer treatment and outpatient
rehab centers. Facilities are located in 21 states in the U.S. and
in England. HCA, headquartered in Nashville, Tennessee, generated
net revenue of approximately $51 billion over the last 12 months.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
HENDRICKSON TRUCK: Gets Final Court Nod on Cash Collateral Use
--------------------------------------------------------------
Judge Christopher D. Jaime authorized Hendrickson Truck Lines,
Inc., to use $80,000 of cash collateral on a final basis through
November 27, 2019 and including December 31, 2019 to the extent
funds are available under the pre-petition agreement with
Transportation Alliance Bank dba TAB Bank, pursuant to the budget.
The authority to use cash collateral, however, excludes payments on
secured debt.
Pursuant to the order, TAB may continue collection of the
pre-petition accounts from account debtors pursuant to the
pre-petition agreement.
As adequate protection, TAB is granted replacement security
interest and lien in the Debtor's assets to the same extent and
priority granted to TAB under the pre-petition loan documents.
A copy of the final cash collateral order is available for free at
https://is.gd/ET89gR from PacerMonitor.com.
About Hendrickson Truck Lines
Hendrickson Truck Lines, Inc., f/d/b/a Hendrickson Trucking, Inc.
-- http://www.htlines.com/-- is a general freight trucking company
founded in 1976 with headquarters in Sacramento, California. Its
services include dry van truckload, LTL line haul, short & long
haul, expedited, general freight, solo & team, and express
freight.
The Company previously filed for bankruptcy protection (Bankr. E.D.
Cal. Case No. 15-24947) on June 19, 2015. On February 20, 2017,
the Court entered its order confirming Hendrickson Trucking's
chapter 11 plan of reorganization. Following the closing of the
2015 Case, the Company was able to perform its contractual
obligations under the Plan and paid roughly 64% of the Plan's
liabilities, which totaled $3,593,226.
On November 27, 2019, Hendrickson again sought Chapter 11
protection (Bankr. E.D. Cal. Case No. 19-27396) in Sacramento,
California, listing between $10 million and $50 million in both
assets and liabilities. The petition was signed by Alban Lang,
chief financial officer and vice president. The case is assigned
to Judge Christopher D. Jaime. The Law Office of Gabriel Liberman,
APC is the Debtor's counsel.
HENDRICKSON TRUCK: Gets Final OK to Borrow Under Modified Agreement
-------------------------------------------------------------------
Judge Christopher D. Jaime granted in part, on a final basis,
Hendrickson Truck Lines, Inc.'s motion to obtain post-petition
financing from Transportation Alliance Bank dba TAB pursuant to the
terms of the parties' agreement, as modified.
The modifications include:
(1) TAB will not have a lien on avoidance actions and the
proceeds of avoidance actions will not be subject to TAB's
super-priority claim under Section 363(c)(1) of the Bankruptcy
Code.
(2) Section 4 of the Agreement is modified, and the following
provision is not approved in its entirety:
a. "Purchaser [TAB Bank] may change the 'Maximum Amount' of
the DIP financing either temporarily or permanently, to accommodate
the purchase of any eligible account, as Purchaser deems desirable
in its sole discretion."
(3) the early termination fee provision (in the event the Debtor
prepays the DIP obligations) is not approved.
(4) no priming liens will be granted under Section 364(d) of the
Bankruptcy Code.
(5) Debtor is authorized to use any budget surplus to pay
allowed administrative expenses as approved and allowed by the
Court pursuant to Sections 330 and 331 of the Bankruptcy Code, and
quarterly fees owed to the U.S. Trustee.
A complete list of the amendments to the agreement, as contained in
the order, is available at https://is.gd/U0x9ae
from PacerMonitor.com free of charge.
About Hendrickson Truck Lines
Hendrickson Truck Lines, Inc., f/d/b/a Hendrickson Trucking, Inc.
-- http://www.htlines.com/-- is a general freight trucking company
founded in 1976 with headquarters in Sacramento, California. Its
services include dry van truckload, LTL line haul, short & long
haul, expedited, general freight, solo & team, and express
freight.
The Company previously filed for bankruptcy protection (Bankr. E.D.
Cal. Case No. 15-24947) on June 19, 2015. On February 20, 2017,
the Court entered its order confirming Hendrickson Trucking's
chapter 11 plan of reorganization. Following the closing of the
2015 Case, the Company was able to perform its contractual
obligations under the Plan and paid roughly 64% of the Plan's
liabilities, which totaled $3,593,226.
On Nov. 27, 2019, Hendrickson again sought Chapter 11 protection
(Bankr. E.D. Cal. Case No. 19-27396) in Sacramento, California,
listing between $10 million and $50 million in both assets and
liabilities. The petition was signed by Alban Lang, chief
financial officer and vice president. The case is assigned to
Judge Christopher D. Jaime. The Law Office of Gabriel Liberman,
APC is the Debtor's counsel.
HOVA MANAGEMENT: Seeks to Hire Michael F. Kanzer as Legal Counsel
-----------------------------------------------------------------
Hova Management Group Corp. seeks authority from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Michael F. Kanzer & Associates, PC as its legal counsel.
Kanzer will represent the Debtor in its Chapter 11 case and will be
paid $400 per hour for its legal services. The firm received the
sum of $9,000 as retainer.
Michael Kanzer, Esq., assures the court that he is a disinterested
person as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Michael F. Kanzer, Esq.
Michael F. Kanzer & Associates, P.C.
2214 Kimball Street Basement Level
Brooklyn, NY 11234
Tel: (718) 769-7200
Fax: (347) 702-8208
Email: kanzerlaw@yahoo.com
About Hova Management Group
Hova Management Group Corp. is engaged in activities related to
real estate. It owns four properties in Jamaica, N.Y., having an
aggregate current value of $4.4 million based on expert valuation.
Hova Management Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-77963) on Nov. 21,
2019. At the time of the filing, the Debtor disclosed $4,409,730
in assets and $3,090,380 in liabilities. Judge Alan S. Trust
oversees the case. Michael F. Kanzer & Associates, P.C. is the
Debtor's legal counsel.
HQ PRIME: Court Lifts Stay to Allow Collateral Sale, Dismisses Case
-------------------------------------------------------------------
Judge Stacey G.C. Jernigan lifted the automatic stay in relation to
the collateral in which Texas Capital Bank, as lender of HQ Prime,
LLC has interest, to permit Texas Capital to sell the collateral in
a commercially reasonable manner and allow Texas Capital to apply
the net sale proceeds to its outstanding claim against the Debtor.
A copy of the consent order is available at https://is.gd/ABZZxJ
from PacerMonitor.com free of charge.
The Court subsequently dismissed the Debtor's case upon the
Debtor's request. A copy of the order is available for free at
https://is.gd/78zNnt from PacerMonitor.com.
About HQ Prime
Based in Dallas, Texas, HQ Prime, LLC filed a voluntary petition
under Chapter 11 of the US Bankruptcy Code (Bankr. N.D. Tex. Case
No. 19-32788) on Aug. 22, 2019, listing under $50,000 in assets and
under $500,000 liabilities. The petition was signed by Walter
Vick, sole member. Eric A. Liepins at Eric A. Liepins, P.C., is
the Debtor's counsel.
HUDSON TECHNOLOGIES: Cooper Creek Has 9.7% Stake as of Dec. 31
--------------------------------------------------------------
Cooper Creek Partners Management LLC disclosed in an amended
Schedule 13G filed with the Securities and Exchange Commission that
as of Dec. 31, 2019, it beneficially owns 4,161,573 shares of
common stock of Hudson Technologies, Inc., which represents 9.76
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/t1nSkL
About Hudson Technologies
Headquartered in Pearl River, New York, Hudson Technologies, Inc.
-- http://www.hudsontech.com/-- is a refrigerant services company
providing innovative solutions to recurring problems within the
refrigeration industry. The Company's products and services are
primarily used in commercial air conditioning, industrial
processing and refrigeration systems, and include refrigerant and
industrial gas sales, refrigerant management services consisting
primarily of reclamation of refrigerants and RefrigerantSide
Services performed at a customer's site, consisting of system
decontamination to remove moisture, oils and other contaminants.
Hudson Technologies reported a net loss of $55.66 million in 2018.
As of Sept. 30, 2019, the Company had $204.21 million in total
assets, $149.25 million in total liabilities, and $54.95 million in
total stockholders' equity.
As disclosed in the Company's Form 10-Q for the quarter ended Sept.
30, 2019, "The Company's ability to continue as a going concern is
contingent upon its ability to comply with the financial covenants
within its credit agreements. The Company's level of indebtedness
has adversely impacted, and continues to adversely impact, the
Company's financial condition, including operating results and
liquidity position. As of June 30, 2019 and September 30, 2019,
the Company was not in compliance with the financial covenants in
the Term Loan Facility and the PNC Facility, thus raising
substantial doubt as to the ability to continue as a going concern
within one year after the date the financial statements were
issued. The Company has satisfied all of its debt payment
obligations on a timely basis and had over $14 million of cash on
hand and $23 million of availability pursuant to the borrowing base
formula in the PNC Facility as of September 30, 2019; and is
working with its lenders to obtain a waiver and amendment of its
credit facilities. However, there can be no assurance that the
Company will be able to conclude any such waivers or amendments on
acceptable terms or at all."
INTERIM HEALTHCARE: Seeks to Hire Healthcare Consulting as Broker
-----------------------------------------------------------------
Interim Healthcare of Southeast Louisiana, Inc. seeks authority
from the U.S. Bankruptcy Court for the Eastern District of
Louisiana to employ Healthcare Consulting, LLC as broker.
Healthcare Consulting will assist in the sale of the Debtor's
assets. The firm will receive the sum of $15,000 and a 6 percent
commission to be earned if these conditions are met:
(a) If Healthcare Consulting finds a qualified bidder who
makes an offer of $200,000 or more, the firm will be entitled to a
fee of $15,000 upon closing.
(b) If Healthcare Consulting finds a qualified bidder who
makes an offer of more than $200,000, and such bid is selected as
the winning bid at the auction, the firm will further be entitled
to a commission of 6 percent upon closing.
Chuck Brown of Healthcare Consulting assures the court that his
firm is a "disinterested person" as that phrase is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Chuck Brown
Healthcare Consulting, LLC
9522 Elmbrooke Blvd.,
Brentwood, TN 37027
About Interim Healthcare of Southeast Louisiana
Interim Healthcare of Southeast Louisiana, Inc., a home health care
services provider in Covington, La., filed for Chapter 11
bankruptcy protection (Bankr. E.D. La. Case No. 19-13127) on Nov.
19, 2019. In its petition, the Debtor estimated $1 million to $10
million in both assets and liabilities. Judge Jerry A. Brown
oversees the case. The Debtor is represented by Joseph Patrick
Briggett, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard.
JM GRAIN: Feb. 27 Plan Confirmation Hearing Set
-----------------------------------------------
Debtor JM Grain, Inc. filed with the U.S. Bankruptcy Court for the
District of North Dakota a first disclosure statement on October
23, 2019. On December 17, 2019, the Debtor filed an Amended
Disclosure Statement.
On Jan. 21, 2020, Judge Shon Hastings approved the Amended
Disclosure Statement and established the following dates and
deadlines:
* Feb. 20, 2020, is the deadline to file written objections to
confirmation of Debtor's Amended Plan of Reorganization.
* Feb. 24, 2020, is the deadline for the Debtor to file a
written response to the objections.
* Feb. 27, 2020, is the deadline to file a complaint objecting
to discharge.
* Feb. 27, 2020, at 1:30 p.m. in Courtroom #3, Second Floor,
Quentin N. Burdick UnitedStates Courthouse, 655 First Avenue North,
Fargo, North Dakota is the hearing on confirmation of Debtor's
Amended Plan of Reorganization.
A full-text copy of the order dated Jan. 21, 2020, is available at
https://tinyurl.com/vow9x95 from PacerMonitor.com at no charge.
About JM Grain
JM Grain Inc. buys and sells pulse crops. JM Grain sources its
pulses from over 700 independent farmer-producers growing crops in
the fertile fields of Montana and North Dakota. On the web:
https://www.jmgrain.com/
JM Grain, Inc., based in Garrison, ND, filed a Chapter 11 petition
(Bankr. D.N.D. Case No. 19-30359) on June 25, 2019. In the
petition signed by Justin E. Flaten, president, the Debtor was
estimated to have up to $50,000 to $100,000 in assets and $1
million to $10 million in liabilities. The Hon. Shon Hastings
oversees the case. Caren Stanley, partner of Vogel Law Firm,
serves as bankruptcy counsel to the Debtor.
LIFEPOINT HEALTH: Moody's Rates New Senior Secured Notes 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to LifePoint Health,
Inc.'s new senior secured notes. There is no impact on any of
LifePoint's existing ratings, including the B2 corporate family
rating, B1 senior secured rating, and Caa1 senior unsecured rating,
or the stable outlook.
Proceeds from LifePoint's issuance of $600 million of senior
secured notes, along with $600 million of incremental term loan B
debt, will be used to retire $800 million of 8.25% senior secured
notes due 2023 and $350 million of 11.5% senior notes due 2024.
These high coupon notes were part of the legacy RegionalCare
capital structure prior to the merger with LifePoint. Remaining
proceeds will be used along with balance sheet cash to pay the
associated breakage costs and transaction fees.
Ratings assigned:
LifePoint Health, Inc.
Senior secured notes due 2027 at B1 (LGD3)
RATINGS RATIONALE
LifePoint's B2 CFR reflects the company's high financial leverage,
with pro forma debt to EBITDA of 5.8 times at September 30, 2019,
and Moody's expectation for moderate deleveraging over the next
12-18 months. Incremental improvement will be driven by a decline
in capital expenditures as significant investments in replacement
facilities taper, incremental contribution from these new
facilities as they become operational, and the realization of
additional synergies. That said, LifePoint will continue to face
moderate, though declining, integration risk as it merges LifePoint
and RegionalCare's operations. Further, Moody's has very low growth
expectations for non-urban hospitals given multiple industry
headwinds. The B2 CFR is supported by the company's large scale
with nearly $9 billion in revenue and roughly $1.2 billion in
adjusted EBITDA. It is also supported by good geographic diversity.
Further, despite high leverage, Moody's anticipates that the
company will generate positive free cash flow due to limited
replacement hospital spending going forward and benefits from a
material amount of net operating loss carry-forwards (NOLs).
The stable outlook reflects Moody's expectation that LifePoint will
maintain good scale and geographic diversification while operating
with debt to EBITDA in the mid 5 times range during the next 12-18
months.
With respect to governance, LifePoint's ownership by private equity
firm Apollo Management will result in the deployment of aggressive
financial policies. While LifePoint may pursue an IPO longer-term
given its large scale, Apollo may take dividends if the company
achieves its cash flow and deleveraging goals. Since the November
2018 merger between LifePoint and RegionalCare, the combined
organization's financial performance has tracked reasonably in line
with its guidance. As a for-profit hospital operator, LifePoint
also faces high social risk. The affordability of hospitals and the
practice of balance billing has garnered substantial social and
political attention. Hospitals are now required to publicly provide
the list price of all of their services, although compliance and
practice is inconsistent across the industry. Additionally,
hospitals rely on Medicare and Medicaid for a substantial portion
of reimbursement. Any changes to reimbursement to Medicare or
Medicaid directly impacts hospital revenue and profitability. In
addition, the social and political push for a single payor system
would drastically change the operating environment. As LifePoint is
focused on non-urban communities, slow population growth tempers
the company's capacity to grow admissions.
LifePoint's good liquidity reflects its pro forma cash balance of
$325 million as of December 31, 2019, near fully available $800
million ABL facility, and Moody's expectation for consistently
positive free cash flow generation in the next 12-18 months.
The ratings could be downgraded if LifePoint experiences adverse
reimbursement developments, weakening admission trends, or
integration challenges. A downgrade could also result from
weakening liquidity or aggressive financial policies such as
shareholder dividends or acquisition of margin dilutive hospitals.
Lastly, debt to EBITDA sustained above 6.0 times could also give
rise to a ratings downgrade.
The ratings could be upgraded if LifePoint achieves significantly
better cost and revenue synergies than Moody's expects. Sustaining
strong underlying patient volume growth while maintaining debt to
EBITDA below 5.0 times could also result in a ratings upgrade.
LifePoint Health, Inc., headquartered in Brentwood, Tennessee, is
an operator of general acute care hospitals, community hospitals,
regional health systems, physician practices, outpatient centers
and post-acute care facilities in non-urban markets. The company
operates 88 hospitals in 29 states under the private ownership of
funds affiliated with Apollo Global Management, LLC. LifePoint
merged with RegionalCare in November 2018. Pro forma revenues are
approximately $8.7 billion.
The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.
MID-CITIES HOME: May Pay Professionals' Interim Fees
----------------------------------------------------
The Bankruptcy Court authorized Mid-Cities Home Medical Equipment
Co. Inc., to use the Debtor's funds over and above a minimum
reserve of $50,000 to make an interim distribution to the Debtor's
estate professionals, Forshey & Prostok, LLP and CR3 Partners, LLC,
upon the entry of orders approving their respective interim
applications. The distribution will be allocated between F&P and
CR3 in proportion to their respective percentage of outstanding
fees and expenses allowed on an interim basis.
The pre-petition lenders asserting rights and interests aggregating
approximately $1.5 million include (1) VGM Financial Services, (2)
Respironics, Inc. (a/k/a Phillips Respironics), (3) Colonial
Savings, F.A., (4) Green Capital, (5) Fora Financial Advance, LLC,
and (6) Franklin Funding Group, LLC.
A copy of the interim order is available at https://is.gd/DJQ6Z6
from PacerMonitor.com at no charge.
About Mid-Cities Home Medical Equipment
Based in Grand Prairie, Texas, Mid-Cities Home Medical Equipment
Co., Inc., d/b/a Homepoint Dme, a retailer of medical supplies and
equipment, filed a voluntary Chapter 11 petition (Bankr. N.D. Tex.
Case No. 19-41232) on March 27, 2019. In the petition signed by
Scott Bays, president, the Debtor was estimated to have $500,000 to
$1 million in assets and $1 million to $10 million in liabilities.
The Debtor tapped Forshey & Prostok, LLP as its legal counsel. It
also hired CR3 Partners, LLC and designated William Roberts, a
member of the firm, as its chief restructuring officer.
MILLMAC CORP: Proposed Auction of Bartow Business Equipment Granted
-------------------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Millmac Corp.' sale of
business equipment located at its 3390 US Highway 17 N., Bartow,
Florida, facility through an absolute auction.
A hearing on the Motion was held on Jan. 15, 2020 at 9:30 a.m.
Dejong & Lebet, Inc.'s objection is overruled; provided, however,
the Debtor will exclude the following items from the Auction: (i)
Panel Saw – Milwaukee Commercial (purchased 2019); (ii) three
Workbenches (purchased 2019); and (iii) two Rolling Scaffold
(Yellow) (purchased 2019).
The Debtor will make an additional good faith effort to contact
Chase and notify it of the Motion.
JP Morgan Chase Bank will have a deadline of Jan. 29, 2020, at 5:00
p.m. to object to the relief requested in the Motion. If Chase
files an objection to the Motion prior to the Objection Deadline,
the Court will schedule the Motion for a further hearing. If Chase
fails to file an objection to the Motion prior to the Objection
Deadline, the Debtor will be authorized to sell the Equipment
described on Exhibit A minus the Excluded Assets at an Auction.
Title to the Auctioned Assets will be transferred in "As Is"
condition, free and clear any and all liens, claims, and
encumbrances of any nature whatsoever, including any liens in favor
of Chase. The net proceeds received from the sale of the Auction
Assets, after payment of the approved fee of the Auctioneer, will
be disbursed to the Debtor.
The Net Proceeds will be considered cash collateral of Chase, and
the Debtor will be authorized to use the Net Proceeds in the
ordinary course of its business, subject to the terms and
conditions of the Interim Order Granting Debtor's Emergency Motion
for Entry of Interim and Final Orders Authorizing Use of Cash
Collateral and Granting Replacement Liens pursuant to Sections
105(a), 361, 363, 541, and 552 of the Bankruptcy Code and Rule 4001
of the Federal Rules of Bankruptcy Procedure, and any subsequent
cash collateral orders.
For the avoidance of doubt, Chase will receive as adequate
protection a replacement lien in post-petition cash collateral
equal to the amount of the Net Proceeds.
A copy of the Exhibit A is available at https://tinyurl.com/vrrcgdg
from PacerMonitor.com free of charge.
About Millmac Corporation
Millmac Corporation is a provider of specialized marine labor, ship
repair and dredging for industrial and residential uses.
Based in Bartow, Fla., Millmac Corporation filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 19-11877) on Dec.
18, 2019. In the petition signed by Michael J. Miller, president,
the Debtor disclosed $1,308,639 in assets and $1,619,039 in
liabilities. Susan Heath Sharp, Esq., at Stichter, Riedel, Blain &
Postler, P.A., is the Debtor's legal counsel.
MLW LLC: Unsecureds Owed $148K to Get $81.6K in Liquidating Plan
----------------------------------------------------------------
MLW LLC has proposed a Plan of Liquidation.
The Debtor filed its motion to sell real property Located at 10207
100th Street South, Boynton Beach, Fl. On Oct. 14, 2019, the sale
order was entered by the Court. On or about Dec. 5, 2019, the sale
of the Property to the purchaser closed. At the Closing, the claims
of Palm Beach County Tax Collector and M&M Nursery were paid in
full.
Allowed General Unsecured Claims in Class 3 are owed an estimated
$148,259. The Debtor believes there will be approximately
$143,2643 to pay all creditors, including administrative (UST and
Professional Fees) of which approximately $81,565 will be available
to pay general unsecured creditors due to the voluntary reduction
of professional fees.
Holders of equity interests in Class 4 will not retain their Equity
Interests in the Debtor. The Debtor is liquidating and Equity
Interests will be extinguished. Class 4 is not allowed to vote on
the Plan pursuant to Section 1129(a)(10) of the Bankruptcy Code.
The Plan shall be funded from the Proceeds of the sale of the
Property and funds collected from rent received during the pendency
of the chapter 11 proceedings, which are in the
Debtor-In-Possession account.
A full-text copy of the Disclosure Statement dated January 31,
2020, is available at https://tinyurl.com/tjlry2b from
PacerMonitor.com at no charge.
Counsel for the Debtor:
ALAN R. CRANE, ESQ.
FURR AND COHEN, P.A.
2255 Glades Road
One Boca Place, Suite 301E
Boca Raton, Florida 33431
Tel: 561-395-0500
Fax: 561-338-7532
E-mail: acrane@furrcohen.com
About MLW LLC
MLW, LLC is the fee simple owner of a real property located at
10207 100th St., South Boynton Beach, Fla. It valued the property
at $1 million.
MLW sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 18-14567) on April 18, 2018. In the
petition signed by Mark L. Woolfson, managing member, the Debtor
disclosed $1.06 million in assets and $1.22 million in liabilities.
Judge Erik P. Kimball presides over the case.
The Debtor tapped Furr & Cohen, P.A. as its bankruptcy counsel,
and
Nason, Yeager, Gerson, White & Lioce, PA as its special counsel.
The Debtor hired Pavlik Realty LLC and the firm's principal
Mitchell Pavlik to either sell or secure a tenant for the Florida
property.
MORIAH POWDER: Has Permission to Use Lender's Cash Thru Feb. 29
---------------------------------------------------------------
Judge Cathleen D. Parker approved the stipulated cash collateral
order, authorizing US Realm Powder River, LLC, fka Moriah Powder
River, LLC, to use cash collateral on an interim basis.
Thereafter, Judge Parker approved an amended stipulated order
authorizing the Debtor to use Moriah Powder's cash collateral for
the period from October 31, 2019 until February 29, 2020. As of
the Petition Date, the Debtor owes the lender no less than
$80,205,994.25, exclusive of certain pre-petition interest,
attorneys' fees, and other related costs and expenses.
The Court ruled that:
* the Debtor shall timely pay the lender the amounts owed under
the loan documents, as a condition to the use of cash collateral
and as part of the adequate protection provided to the lender,
* lender is granted and provided with a security interest in and
lien upon all assets and all proceeds thereof and all proceeds of
the pre-petition collateral to the extent of any diminution in
value resulting from the use of cash collateral,
* lender is granted an allowed super-priority administrative
claim pursuant to Section 507(b) of the Bankruptcy Code to the
extent of diminution in the value of the lender's pre-petition
collateral after the Petition Date that is not offset by the value
of the adequate protection collateral,
* the Debtor will pay the reasonable and documented pre-petition
and post-petition fees and expenses of the lender.
A copy of the amended stipulated order is available for free at
https://is.gd/V8pX3s from PacerMonitor.com.
About Moriah Powder River
Moriah Powder River, LLC is a privately held natural gas company
with headquarters in Sheridan, Wyoming and operates in the Powder
River Basin located in northeast Wyoming. The Company filed a
voluntary petition for relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Wyo. Case No. 19-20699) on October 31, 2019. The
petition was signed by Craig Camozzi, chief operating officer. At
the time of filing, the Debtor estimated $100 million to $500
million in assets and $50 million to $100 million in liabilities.
Bradley T Hunsicker, at Markus Williams Young & Zimmermann LLC, is
the Debtor's counsel.
MOVE4ALL INC: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
Move4All, Inc., according to court dockets.
About Move4All Inc.
Based in Orlando, Florida, Move4All, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
19-08281) on Dec 19, 2019, listing under $1 million in both assets
and liabilities. The Debtor tapped Aldo G. Bartolone, Jr., Esq., at
Bartolone Law, PLLC, as its legal counsel.
MURRAY ENERGY: Davis Polk Updates on Superpriority Lenders
----------------------------------------------------------
In the Chapter 11 cases of Murray Energy Holdings Co., et al., the
law firm of Davis Polk & Wardwell LLP submitted an amended verified
statement under Rule 2019 of the Federal Rules of Bankruptcy
Procedure, to disclose an updated list of Ad Hoc Group of
Superpriority Lenders that it is representing.
In or around August 2019, a group formed by certain lenders under
that certain Superpriority Credit and Guaranty Agreement, dated as
of June 29, 2018 formally engaged Davis Polk to represent it in
connection with a potential restructuring of the Debtors. In or
around October 2019, the Ad Hoc Group of Superpriority Lenders
engaged Frost Brown Todd LLC to represent it as Ohio bankruptcy
counsel.
The Ad Hoc Group of Superpriority Lenders filed the Verified
Statement of Davis Polk & Wardwell LLP Pursuant to Federal Rule of
Bankruptcy Procedure 2019, dated November 27, 2019 [Docket No.
303]. The Ad Hoc Group of Superpriority Lenders submits this
Amended Statement to amend information disclosed in the Original
Statement.
Davis Polk represents only the Ad Hoc Group of Superpriority
Lenders. Davis Polk does not represent or purport to represent any
entities other than the Ad Hoc Group of Superpriority Lenders in
connection with the Chapter 11 Cases.
The Members of the Ad Hoc Group of Superpriority Lenders,
collectively, beneficially own, or are the investment advisors or
managers for funds that beneficially own:
a. $1,036,510,276.97 in aggregate principal amount of the loans
under the Prepetition Superpriority Credit Agreement, consisting of
(i) $930,478,155.27 in aggregate principal amount of Prepetition
Superpriority Term B-2 Loans and (ii) $106,032,121.70 in aggregate
principal amount of Prepetition Superpriority Term B-3 Loans;
b. $6,084,326.97 in aggregate principal amount of the loans
under that certain Credit and Guaranty Agreement, dated as of April
16, 2015, consisting of (i) $1,653,174.22 in aggregate principal
amount of Prepetition Non-Extended Term B-2 Loans and (ii)
$4,431,152.75 in aggregate principal amount of Prepetition
Non-Extended Term B-3 Loans;
c. $223,367,477.56 in aggregate outstanding amount of the notes
issued under that certain indenture for 12.00% senior secured notes
due 2024, dated as of June 29, 2018;
d. $66,261,000.00 in aggregate outstanding amount of the notes
issued under that certain indenture for 11.25% senior secured notes
due 2021, dated as of April 16, 2015; and
e. $228,573,444.77 in aggregate principal amount of the loans
under that certain Superpriority Debtor-In-Possession Credit and
Guaranty Agreement, dated as of October 31, 2019.
Davis Polk submits this Amended Statement out of an abundance of
caution, and nothing herein should be construed as an admission
that the requirements of Bankruptcy Rule 2019 apply to Davis Polk's
representation of the Ad Hoc Group of Superpriority Lenders.
As of Feb. 7, 2020, members of the Ad Hoc Group of Superpriority
Lenders and their disclosable economic interests are:
BAIN CAPITAL CREDIT, LP
200 Clarendon Street
Boston, MA 02116
* $251,931,312.98 in aggregate principal amount of Prepetition
Superpriority Term B-2 Loans under the Prepetition
Superpriority Credit Agreement
* $20,134,455.52 in aggregate principal amount of Prepetition
Superpriority Term B-3 Loans under the Prepetition
Superpriority Credit Agreement
* $1,653,174.22 in aggregate principal amount of Non-Extended
Term B-2 Loans under the Prepetition Term Loan Credit Agreement
* $4,431,152.75 in aggregate principal amount of Non-Extended
Term B-3 Loans under the Prepetition Term Loan Credit Agreement
* $206,112,477.56 in aggregate outstanding amount of the notes
issued under the Prepetition 1.5L Notes Indenture
* $70,365,817.53 in aggregate principal amount of the loans under
the DIP Credit Agreement
EATON VANCE MANAGEMENT/BOSTON MANAGEMENT & RESEARCH
2 International Place, 9th Floor
Boston, MA 02110
* $71,854,303.99 in aggregate principal amount of Prepetition
Superpriority Term B-2 Loans under the Prepetition
Superpriority Credit Agreement
* $20,000,000.00 in aggregate principal amount of the loans under
the DIP Credit Agreement
FIDELITY MANAGEMENT & RESEARCH COMPANY
200 Seaport Blvd.
Boston, MA 02210
* $137,483,697.00 in aggregate principal amount of Prepetition
Superpriority Term B-2 Loans under the Prepetition Superpriority
Credit Agreement
* $17,255,000.00 in aggregate outstanding amount of the notes
issued under the Prepetition 1.5L Notes Indenture
* $15,330,000.00 in aggregate outstanding amount of the notes
issued under the Prepetition 2L Notes Indenture
* $40,554,597.24 in aggregate principal amount of the loans under
the DIP Credit Agreement
INVESCO ADVISERS, INC.
1166 Avenue of The Americas
New York, NY 10036
* $324,776,939.44 in aggregate principal amount of Prepetition
Superpriority Term B-2 Loans under the Prepetition
Superpriority Credit Agreement
* $82,935,184.32 in aggregate principal amount of Prepetition
Superpriority Term B-3 Loans under the Prepetition
Superpriority Credit Agreement
* $70,500,030.00 in aggregate principal amount of the loans under
the DIP Credit Agreement
SILVER POINT CAPITAL, LP
Two Greenwich Plaza
Greenwich, CT 06830
* $144,431,901.86 in aggregate principal amount of Prepetition
Superpriority Term B-2 Loans under the Prepetition
Superpriority Credit Agreement
* $2,962,481.86 in aggregate principal amount of Prepetition
Superpriority Term B-3 Loans under the Prepetition
Superpriority Credit Agreement
* $50,931,000.00 in aggregate outstanding amount of the notes
issued under the Prepetition 2L Notes Indenture
* $27,153,000.00 in aggregate principal amount of the loans under
the DIP Credit Agreement
Counsel to the Ad Hoc Group of Superpriority Lenders can be reached
at:
DAVIS POLK & WARDWELL LLP
Damian S. Schaible, Esq.
Adam L. Shpeen, Esq.
450 Lexington Avenue
New York, NY 10017
Telephone: (212) 450-4169
Facsimile: (212) 701-5800
Email: damian.schaible@davispolk.com
adam.shpeen@davispolk.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/KDAXBO
About Murray Energy
Headquartered in St. Clairsville, Ohio, Murray Energy --
http://murrayenergycorp.com/-- is the largest privately owned coal
company in the United States, producing approximately 76 million
tons of high quality bituminous coal each year, and employing
nearly 7,000 people in the United States, Colombia and South
America.
Murray Energy now operates 15 active mines in five regions in the
United States, plus two mines in Colombia, South America. It
operates 12 underground longwall mining systems, 42 continuous
mining units, 10 transloading facilities, and five mining equipment
factory and fabrication facilities.
Murray Energy and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 19-56885)
on
Oct. 29, 2019.
At the time of the filing, the Debtors disclosed assets of between
$1 billion and $10 billion and liabilities of the same range.
The cases have been assigned to Judge John E. Hoffman Jr.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Dinsmore & Shohl
LLP as local counsel; Evercore Group L.L.C. as investment banker;
Alvarez and Marsal L.L.C. as financial advisor; and Prime Clerk LLC
as notice and claims agent.
The U.S. Trustee for Region 9 appointed creditors to serve on the
official committee of unsecured creditors on Nov. 7, 2019.
MURRAY ENERGY: Frost Brown 2nd Update on Superpriority Lenders
--------------------------------------------------------------
In the Chapter 11 cases of Murray Energy Holdings Co., et al., the
law firm of Frost Brown Todd LLC submitted a second amended
verified statement under Rule 2019 of the Federal Rules of
Bankruptcy Procedure to disclose an updated list of the Ad Hoc
Group of Superpriority Lenders that it is representing.
In or around August 2019, a group formed by certain lenders under
that certain Superpriority Credit and Guaranty Agreement, dated as
of June 29, 2018 engaged FBT to represent it as Ohio bankruptcy
counsel in connection with the Debtors' bankruptcy cases.
Additionally, in or around October 2019: (i) GLAS Trust Company LLC
as Administrative Agent for the Superpriority Lenders of Murray
Energy Corporation, GLAS USA LLC, solely in its capacity as
administrative agent under the DIP Credit Agreement and GLAS
Americas LLC, solely in its capacity as collateral agent under the
DIP Credit Agreement engaged FBT as its Ohio bankruptcy counsel in
connection with the Debtors' bankruptcy cases; and (ii) GACP
Finance Co., LLC, solely in its capacity as Prepetition FILO Lender
and DIP FILO Lender, engaged FBT as its Ohio bankruptcy counsel in
connection with the Debtors' bankruptcy cases.
FBT represents only the Ad Hoc Group of Superpriority Lenders, the
DIP Agent, the Prepetition Superpriority Agent, and GACP in
connection with the Debtors' bankruptcy cases. FBT does not
represent or purport to represent any entities other than the Ad
Hoc Group of Superpriority Lenders, the DIP Agent, the Prepetition
Superpriority Agent, and GACP in connection with these Chapter 11
Cases. FBT also currently represents Murray Energy Corporation in
miscellaneous environmental matters unrelated to these Chapter 11
Cases. Murray, the Ad Hoc Group of Superpriority Lenders, the
Prepetition Superpriority Agent, the DIP Agent, and GACP have
waived any conflicts arising out of FBT's representation of the Ad
Hoc Group of Superpriority Lenders, the Prepetition Superpriority
Agent, the DIP Agent, and GACP in connection with these Chapter 11
Cases. None of the FBT attorneys representing the Ad Hoc Group of
Superpriority Lenders, the Prepetition Superpriority Agent, the DIP
Agent, or GACP in these Chapter 11 Cases will be involved in any
representation of Murray.
The Members of the Ad Hoc Group of Superpriority Lenders,
collectively, beneficially own, or are the investment advisors or
managers for funds that beneficially own:
a. $1,036,510,276.97 in aggregate principal amount of the loans
under the Prepetition Superpriority Credit Agreement, consisting of
(i) $930,478,155.27 in aggregate principal amount of Prepetition
Superpriority Term B-2 Loans3 and (ii) $106,032,121.70 in aggregate
principal amount of Prepetition Superpriority Term B-3 Loans;
b. $6,084,326.97 in aggregate principal amount of the loans
under that certain Credit and Guaranty Agreement, dated as of April
16, 2015, consisting of (i) $1,653,174.22 in aggregate principal
amount of Prepetition Non-Extended Term B-2 Loans and (ii)
$4,431,152.75 in aggregate principal amount of Prepetition
Non-Extended Term B-3 Loans;
c. $223,367,477.56 in aggregate outstanding amount of the notes
issued under that certain indenture for 12.00% senior secured notes
due 2024, dated as of June 29, 2018;
d. $66,261,000.00 in aggregate outstanding amount of the notes
issued under that certain indenture for 11.25% senior secured notes
due 2021, dated as of April 16, 2015; and
e. $228,573,444.77 in aggregate principal amount of the loans
under that certain Superpriority Debtor-In-Possession Credit and
Guaranty Agreement, dated as of October 31, 2019.
Additionally: (i) the DIP Administrative Agent and the DIP
Collateral Agent have the rights and interests afforded to them
pursuant to the DIP Credit Agreement, as more fully described in
this Court’s Interim Order (I) Authorizing the Debtors to (A)
Obtain Postpetition Financing and (B) Use Cash Collateral, (II)
Granting Liens and Providing Superpriority Administrative Expense
Status, (III) Granting Adequate Protection to the Prepetition
Secured Parties, (IV) Modifying the Automatic Stay, (V) Scheduling
a Final Hearing, and (VI) Granting Related Relief (Docket No. 93);
(ii) the Prepetition Superpriority Agent has the rights and
interests afforded to it pursuant to the Interim DIP Order and
those certain Prepetition Superpriority Credit Documents; and (iii)
GACP has the rights and interests afforded to it pursuant to that
certain Amended and Restated Revolving Credit Agreement dated as of
June 29, 2018 among Murray Energy Corporation, the Prepetition ABL
Guarantors, Goldman Sachs Bank USA, and the lenders party thereto,
as more fully described in the Interim DIP Order.
As of Feb. 7, 2020, members of the Ad Hoc Group of Superpriority
Lenders and their disclosable economic interests are:
BAIN CAPITAL CREDIT, LP
200 Clarendon Street
Boston, MA 02116
* $251,931,312.98 in aggregate principal amount of Prepetition
Superpriority Term B-2 Loans under the Prepetition
Superpriority Credit Agreement
* $20,134,455.52 in aggregate principal amount of Prepetition
Superpriority Term B-3 Loans under the Prepetition
Superpriority Credit Agreement
* $1,653,174.22 in aggregate principal amount of Non-Extended
Term B-2 Loans under the Prepetition Term Loan Credit Agreement
* $4,431,152.75 in aggregate principal amount of Non-Extended
Term B-3 Loans under the Prepetition Term Loan Credit Agreement
* $206,112,477.56 in aggregate outstanding amount of the notes
issued under the Prepetition 1.5L Notes Indenture
* $70,365,817.53 in aggregate principal amount of the loans under
the DIP Credit Agreement
EATON VANCE MANAGEMENT/BOSTON MANAGEMENT & RESEARCH
2 International Place, 9th Floor
Boston, MA 02110
* $71,854,303.99 in aggregate principal amount of Prepetition
Superpriority Term B-2 Loans under the Prepetition
Superpriority Credit Agreement
* $20,000,000.00 in aggregate principal amount of the loans under
the DIP Credit Agreement
FIDELITY MANAGEMENT & RESEARCH COMPANY
200 Seaport Blvd.
Boston, MA 02210
* $137,483,697.00 in aggregate principal amount of
Prepetition Superpriority Term B-2 Loans under the
Prepetition Superpriority Credit Agreement
* $17,255,000.00 in aggregate outstanding amount of the
notes issued under the Prepetition 1.5L Notes Indenture
* $15,330,000.00 in aggregate outstanding amount of the
notes issued under the Prepetition 2L Notes Indenture
* 40,554,597.24 in aggregate principal amount of the loans
under the DIP Credit Agreement
INVESCO ADVISERS, INC.
1166 Avenue of The Americas
New York, NY 10036
* $324,776,939.44 in aggregate principal amount of Prepetition
Superpriority Term B-2 Loans under the Prepetition
Superpriority Credit Agreement
* $82,935,184.32 in aggregate principal amount of Prepetition
Superpriority Term B-3 Loans under the Prepetition
Superpriority Credit Agreement
* $70,500,030.00 in aggregate principal amount of the loans under
the DIP Credit Agreement
SILVER POINT CAPITAL, LP
Two Greenwich Plaza
Greenwich, CT 06830
* $144,431,901.86 in aggregate principal amount of Prepetition
Superpriority Term B-2 Loans under the Prepetition
Superpriority Credit Agreement
* $2,962,481.86 in aggregate principal amount of Prepetition
Superpriority Term B-3 Loans under the Prepetition
Superpriority Credit Agreement
* $50,931,000.00 in aggregate outstanding amount of the notes
issued under the Prepetition 2L Notes Indenture
* $27,153,000.00 in aggregate principal amount of the loans under
the DIP Credit Agreement
GLAS USA LLC
230 Park Avenue, 3rd Floor
New York, NY 10169
* Rights and interests afforded to it pursuant to the DIP
Credit Agreement and as more fully described in this Court's
Interim DIP Order.
GLAS Americas LLC
230 Park Avenue, 3rd Floor
New York, NY 10169
* Rights and interests afforded to it pursuant to the DIP
Credit Agreement and as more fully described in this Court's
Interim DIP Order.
GLAS Trust Company LLC
230 Park Avenue, 3rd Floor
New York, NY 10169
* Rights and interests afforded to it pursuant to the
Interim DIP Order and the Prepetition Superpriority Credit
Documents
GACP Finance Co., LLC
c/o Great American Capital Partners, LLC
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
* Rights and interests afforded to it pursuant to the
Prepetition ABL Credit Agreement, the DIP Credit
Agreement, and as more fully described in this Court's
Interim DIP Order.
FBT submits this Statement out of an abundance of caution, and
nothing herein should be construed as an admission that the
requirements of Bankruptcy Rule 2019 apply to FBT's representation
of the Ad Hoc Group of Superpriority Lenders, the DIP Agent, the
Prepetition Superpriority Agent, or GACP.
Co-Counsel to Ad Hoc Group of Superpriority Lenders of Murray
Energy Corporation, the Prepetition Superpriority Agent, the DIP
Agent, and GACP can be reached at:
FROST BROWN TODD LLC
Ronald E. Gold, Esq.
Douglas L. Lutz, Esq.
3300 Great American Tower
301 East Fourth Street
Cincinnati, OH 45202
Telephone: (513) 651-6800
Facsimile: (513) 651-6981
E-mail: rgold@fbtlaw.com
dlutz@fbtlaw.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/B2kcOn
About Murray Energy
Headquartered in St. Clairsville, Ohio, Murray Energy --
http://murrayenergycorp.com/-- is the largest privately owned coal
company in the United States, producing approximately 76 million
tons of high quality bituminous coal each year, and employing
nearly 7,000 people in the United States, Colombia and South
America.
Murray Energy now operates 15 active mines in five regions in the
United States, plus two mines in Colombia, South America. It
operates 12 underground longwall mining systems, 42 continuous
mining units, 10 transloading facilities, and five mining equipment
factory and fabrication facilities.
Murray Energy and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 19-56885) on
Oct. 29, 2019.
At the time of the filing, the Debtors disclosed assets of between
$1 billion and $10 billion and liabilities of the same range.
The cases have been assigned to Judge John E. Hoffman Jr.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Dinsmore & Shohl
LLP as local counsel; Evercore Group L.L.C. as investment banker;
Alvarez and Marsal L.L.C. as financial advisor; and Prime Clerk LLC
as notice and claims agent.
The U.S. Trustee for Region 9 appointed creditors to serve on the
official committee of unsecured creditors on Nov. 7, 2019.
MURRAY METALLURGICAL: Case Summary & 30 Top Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Murray Metallurgical Coal Holdings, LLC
46226 National Road
St. Clairsville, Ohio 43950
Business Description: Murray Metallurgical Coal Holdings and its
subsidiaries are engaged in the mining and
production of metallurgical coal. Unlike
thermal coal, which is primarily used by the
electric utility industry to generate
electricity, metallurgical coal is used to
produce coke, which is an integral component
of steel production. The Debtors primarily
own and operate two active coal mining
complexes and other assets in Alabama and
West Virginia. For more information, visit
http://murrayenergycorp.com.
Chapter 11 Petition Date: February 11, 2020
Court: United States Bankruptcy Court
Southern District of Ohio
Six affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Murray Metallurgical Coal Holdings, LLC (Lead Case) 20-10390
Murray Eagle Mining, LLC 20-10391
Murray Alabama Minerals, LLC 20-10392
Murray Alabama Coal, LLC 20-10393
Murray Maple Eagle Coal, LLC 20-10394
Murray Oak Grove Coal, LLC 20-10395
Judge: Hon. John E. Hoffman, Jr.
Debtors'
Local
Bankruptcy
Counsel: Thomas R. Allen, Esq.
Richard K. Stovall, Esq.
James A. Coutinho, Esq.
Matthew M. Zofchak, Esq.
ALLEN STOVALL NEUMAN FISHER & ASHTON
17 South High Street, Suite 1220
Columbus, Ohio 43215
Tel: (614) 221-8500
Fax: (614) 221-5988
Email: allen@asnfa.com
stovall@asnfa.com
coutinho@asnfa.com
zofchak@asnfa.com
Debtors'
General
Bankruptcy
Counsel: David M. Hillman, Esq.
Timothy Q. Karcher, Esq.
Chris Theodoridis, Esq.
PROSKAUER ROSE LLP
Eleven Times Square
New York, New York 10036
Tel: (212) 969-3000
Fax: (212) 969-2900
Email: dhillman@proskauer.com
tkarcher@proskauer.com
ctheodoridis@proskauer.com
- and -
Charles A. Dale, Esq.
PROSKAUER ROSE LLP
One International Place
Boston, Massachusetts 02110
Tel: (617) 526-9600
Fax: (617) 526-9899
Email: cdale@proskauer.com
Debtors'
Financial
Advisor: ALVAREZ AND MARSAL L.L.C.
Debtors'
Investment
Banker: EVERCORE GROUP L.L.C.
Debtors'
Notice &
Claims Agent: PRIME CLERK LLC
https://cases.primeclerk.com/murraymet
Estimated Assets
(on a consolidated basis): $100 million to $500 million
Estimated Liabilities
(on a consolidated basis): $100 million to $500 million
The petition was signed by Robert D. Moore, authorized signatory.
A full-text copy of Murray Metallurgical Coal's petition is
available for free at PacerMonitor.com at:
https://is.gd/nPoOY6
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Joy Global Trade Debt $3,285,433
Attn: Matt Kulasa
VP, Corporate Controller & CAO
100 East Wisconsin Ave
Suite 2780
Milwaukee, WI 53201-0551
United States
Tel: 724-873-4337
Fax: 724-873-4309
Email: mkulasa@joyglobal.com
2. Jennmar Corporation Trade Debt $3,106,249
Attn: Michael Calandra
Executive Vice President
258 Kappa Dr
Pittsburgh, PA 15238
United States
Tel: 412-963-9071
Fax: 304-864-4169
Email: mcalandra@jennmar.com
3. C & A Cutter Head, Inc. Trade Debt $1,876,357
Attn: Paul Campbell, President
212 Kendall Avenue
PO Box 1488
Chilhowie, VA 24319
United States
Tel: 276-646-2004
Fax: 276-646-3999
Email: pcampbell@longwall.com
4. Rockwood Casualty Insurance Trade Debt $1,697,838
Attn: Kurt Tipton, President
654 Main Street
Rockwood, PA 15557
United States
Tel: 814-926-4661
Fax: 814-926-3249
Email: kurt.tipton@rockwoodcasualty.com
5. United Central Ind. Trade Debt $1,675,251
Supply Co. LLC
Attn: Henry Looney, President
1241 Volunteer Parkway
Suite 1000
Bristol, TN 37620
United States
Tel: 423-573-7300
Fax: 423-573-7297
Email: hlooney@unitedcentral.net
6. Strata Products (USA) LLC Trade Debt $1,336,741
Attn: Mike Berube
President & CEO
8800 Roswell Road, Suite 145
Sandy Springs, GA 30350
United States
Tel: 740-695-6880
Fax: 276-991-1025
Email: mike.berube@strataworldwide.com
7. A & A Resources Inc. Trade Debt $1,306,773
Attn: Larry Anderson, President
126 Lester Doss Rd
Warrior, AL 35180
United States
Tel: 205-590-4298
Fax: 205-590-2205
Email: larryjr@aaresource.com
8. WPP LLC Royalty Payable $1,130,337
Attn: David Hensley
NRP
Jct. Medco Land and KY 192
PO Box 2035
London, KY 40743
United States
Tel: 606-878-1030
Fax: 606-878-1050
Email: dhensley@wpplp.com
9. Kelley Brothers Trade Debt $954,250
Contractors, Inc.
Attn: Jerry Kelley, President
401 Country Farm Rd
Waynesboro, MS 39367
United States
Tel: 601-735-2541
Fax: 601-735-2809
10. Terrapro LLC Trade Debt $900,376
10745 Highway 78
Jasper, AL 35501
United States
Tel: 205-265-3062
Email: michelle.terrapro@gmail.com
11. R M Wilson Co. Trade Debt $762,895
Attn: Pat Popicg, President
3434 Market St.
Wheeling, WV 26003
United States
Tel: 304-232-5860
Fax: 304-232-3642
Email: info@rmwilson.com
12. Jeffrey C. Hurt Trade Debt $723,228
Attn: Jeffery C. Hurt
29425 Chagrin Blvd, Suite 300
Pepper Pike, OH 44122
United States
Tel: 440-724-1616
Fax: 216-591-0079
13. Bay Point Capital Partners LP Trade Debt $703,000
Attn: James Kauffmann, Manager
3050 Peachtree Rd NE Ste 2
Atlanta, GA 30305
Tel: 678-525-1124
Email: jimkauffmann@bay-pointadvisors.com
14. Thompson Tractor Company Trade Debt $677,539
Attn: Bill Warr
Region Manager
2401 Pinson Highway
Birmingham, Al 35217
Tel: 205-849-4220
Email: billwarr@thompsontractor.com
15. Dyson Conveyor Maintence Inc. Trade Debt $640,174
Attn: Ginger Milam, Owner
1523 25th Avenue North
Hueytown, AL 35023
United States
Tel: 205-491-2342
Fax: 205-491-2495
16. Motion Industries, Inc. Trade Debt $600,704
Attn: Randy Breaux, President
1605 Alton Road
Birmingham, AL 35210
United States
Tel: 205-956-1122
Fax: 479-459-7630
Email: randy.breaux@motionindustries.com
17. Baker Hughes Oilfield Trade Debt $564,531
Operations LLC
Attn: Martin Craighead
Chief Executive Officer
17021 Aldine Wesfield Road
Houston, TX 77073
United States
Tel: 713-439-8600
Email: martin.craighead@bakerhughes.com
18. Big M Excavating Inc. Trade Debt $549,905
Attn: Greg Miller, Partner
10817 Middle Coaling Road
Cottondale, AL 35453
United States
Tel: 205-553-2690
Fax: 205-553-0911
Email: tonya@bigm.us.com
19. West Jefferson Minerals LP Royalty Payable $538,013
Attn: L. Wade Keeton, PE
Manager - Land Services
PO Box 1549
Jasper, AL 35501
United States
Tel: 205-384-2126
Email: wkeeton@drummondo.com
20. Pardee Resources Company Royalty Payable $526,219
Attn: Jeffery W. Allen
Senior Vice President - ACQ.,
Development, Coal & Minerals
135 Corporate Center Drive
Suite 510
Tel: 304-760-7213
Fax: 304-760-7084
Email: jwalden@pardee.com
21. AHR Metals Inc. Trade Debt $517,152
Attn: Mark Rettig
Vice President
20 Division Street
Bessemer 35020
United States
Tel: 205-428-8888
Fax: 205-428-9983
Email: markrettig@ahrmetals.com
22. Richwood Industries, Inc. Trade Debt $509,049
Attn: Kevin Maloy
Chief Operating Officer
707 7th Street West
Hungtington, WV 25704
United States
Tel: 304-525-5436
Fax: 304-525-8018
Email: kmaloy@richwood.com
23. WC Hydraulics, LLC Trade Debt $493,095
Attn: Harry E. Wright II
President
172 Philpot Lane
Beaver, WV 25813
United States
Tel: 304-255-2208
Fax: 304-255-2252
Email: info@wc-hydraulics.com
24. American Mine Power, Inc. Trade Debt $486,128
Attn: Freddie D. Ball, Jr.
President
584 Ragland Road
Beckley, WV 25801
United States
Tel: 304-253-6374
Fax: 304-235-6378
25. Global Mine Service, Inc. Trade Debt $475,897
Attn: Craig Watson,
President
207 Marine St
Belle Vernon, PA 15012
United States
Tel: 724-929-8700
Fax: 724-929-5252
Email: cwatson@globalmineservice.com
26. J.H. Fletcher & Company Trade Debt $469,012
Attn: Gregory Hinshaw
Chief Executive Officer
402 High Street
Huntington 25705
United States
Tel: 304-525-7811
Fax: 304-525-3770
Email: ghinshaw@jhfletcher.com
27. IDC Industries, Inc. Trade Debt $430,334
Attn: Chris Mansur
General Counsel
18901 15 Mile Road
Clinton Township, MI 48035
United States
Tel: 586-427-4321
Fax: 586-427-4322
Email: chris.mansur@idcind.com
28. White Armature Works Trade Debt $421,222
Attn: John White III
President
1150 Huff Creek Hwy
Mallory, WV 25634
United States
Tel: 304-583-9681
Fax: 304-583-2972
Email: jwhite@whitearm.com
29. RGGS Land & Minerals Ltd. LP Royalty Payable Undetermined
Attn: Bill Lawrence
Regional Manager
2000 Highway 33
Pelham, AL 35124
United States
Tel: 205-685-5329
Fax: 205-865-5330
Email: blawrence@sginterests.com
30. UMWA Health and Medical Plan Undetermined
Retirement Funds Costs and
Attn: Dale Stover Administration
Director of Finance and Fees
General Services
2121 K Street, Suite 350
Washington, DC 20037
United States
Tel: 703-291-2463
Email: dstover@umwafunds.org
MURRAY METALLURGICAL: Enters Chapter 11 After Deal with Creditors
-----------------------------------------------------------------
Murray Metallurgical Coal Holdings, LLC, along with its
subsidiaries, on Feb. 11, 2020, announced that it has entered into
a Restructuring Support Agreement with its principal creditors.
To implement the RSA, Murray Met filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of Ohio on February 11,
2020.
Voluntary petitions have also been filed for all of the Company's
subsidiaries: Murray EagleMining, LLC, Murray Maple Eagle Coal,
LLC, Murray Alabama Minerals, LLC, Murray Alabama Coal LLC
andMurray Oak Grove Coal, LLC.
The Company intends to finance its operations throughout Chapter 11
with access to a roughly $47 million new money debtor-in-possession
financing facility, subject to Bankruptcy Court approval. The
proceeds of the DIP Facility will be used to support ordinary
course operations and payments to employees and suppliers
throughout the restructuring process.
There are three fundamental elements of the RSA:
1. First, the Company will seek approval for an expeditious sale
of the assets comprising the Maple Eagle mining complex. In this
regard, the Company seeks authorization to enter into an Asset
Purchase Agreement with Panther Creek Mining LLC, pursuant to which
Panther Creek will serve as a stalking horse bidder in an auction
sale process for Maple Eagle.
2. The second element of the RSA is the proposed sale of the Oak
Grove mining complex though a joint bid from certain of its secured
lenders under the Company's Prepetition Term Loan Credit Agreement
and Murray Energy Corporation, which sale will be effectuated
through a Chapter 11 plan to be filed by March 13, 2020. The
business model underlying the joint bid is the immediate resumption
of mining activity at Oak Grove, which the prospective purchasers
intend to occur without significant delay
or further interruption to operations.
3. The final element of the Restructuring is a commitment by
Murray Energy Corporation to continue paying for and performing
reclamation activities at North River.
The Company has filed first day motions with the Bankruptcy Court
that when granted will enable day-to-day operations to continue.
Not Debtors in Murray Energy Cases
Met Holdings and its five subsidiaries were not included as debtors
in the Murray Energy Holding Co., et al.'s chapter 11 cases (Bankr.
S.D. Ohio Lead Case No. 19-56885). While the Murray Debtors and the
Met Holdings Debtors are commonly managed and operate in the same
industry, there are a number of material differences between them.
while the Murray Debtors are primarily focused on serving the
thermal coal market, the Met Holdings Debtors produce metallurgical
coal.
$270 Million in Outstanding Debt
As of the Petition Date, the Debtors have approximately $270
million in debt and liabilities, including but not limited to
approximately $169 million related to the Take-Back Facility,
approximately $21.5 million under an emergency bridge financing
facility, approximately $23.5 million owed to Javelin Global under
certain of the Javelin Agreements, and approximately $12.7 million
in intercompany liabilities owed to Murray Energy and other
affiliates. In addition, the Debtors have approximately $43 million
in outstanding trade payables.
Deal Reached After Idling
Robert D. Moore, president and CEO, explains that confronted with
an extremely challenging environment, the Debtors took proactive
steps to reduce costs and lessen the burden of their liabilities,
including, among other things, reducing their workforce and
"idling" the Maple Eagle and Oak Grove mines in the months
preceding the Petition Date. It is not possible or practical to
completely shut down operations, especially for underground mines,
which risk flooding and other deleterious conditions if they are
not properly supervised and protected. Despite their efforts to
reduce operating costs, however, at the present spot price for
metallurgical coal, the Debtors are simply unable to repay their
liabilities.
More specifically, as a result of reduced coal pricing and reduced
financial flexibility following the Murray chapter 11 filings, the
Debtors have actively pursued a number of strategic initiatives to
preserve and maximize liquidity, including: (i) "hot idling" the
Maple Eagle mine in September and the Oak Grove mine in November;
(ii) actively marketing the Maple Eagle mine for sale, which will
ultimately be effectuated in these chapter 11 cases; (iii)
obtaining multiple liquidity extensions under the Advance Facility
from Javelin Global; and (iv) raising more than $21.5 million of
additional indebtedness under the Bridge Loan Facility. The
Debtors had hoped that these efforts might obviate the need for
these chapter 11 cases.
Notwithstanding these efforts, the Debtors have faced ongoing
funding challenges, even to pay such basic expenses as biweekly
payroll. The Debtors recognize that the failure to pay their
employees would make it virtually impossible to preserve
operational potential and would jeopardize the marketability of
their Mining Complexes. Accordingly, the Debtors have been working
closely with their major stakeholders to address both these
immediate liquidity concerns and longer term strategic goals.
The Debtors commenced chapter 11 cases after extensive negotiations
with their stakeholders. These negotiations culminated in the
execution of a Restructuring Support Agreement that contemplates,
among other things (i) the expeditious sale of Maple Eagle, (ii)
the sale of Oak Grove through a chapter 11 plan, and (iii)
completion of reclamation at North River.
These three components will be embodied in a Chapter 11 plan that
the Debtors expect to file by March 13, 2020. The Restructuring
Support Agreement has been executed by the Debtors, Murray (with
the consent of its first lien lenders), the Take-Back Lenders,
Javelin Investments, and Javelin Global. With such broad support,
the Debtors are confident that a plan can be confirmed quickly.
The Debtors and their Board of Managers have determined that the
restructuring contemplated by the Restructuring Support Agreement
will produce the best possible outcome that could reasonably be
achieved under the circumstances.
About Murray Metallurgical Coal
Murray Metallurgical Coal Holdings and its subsidiaries are engaged
in the mining and production of metallurgical coal. Unlike thermal
coal, which is primarily used by the electric utility industry to
generate electricity, metallurgical coal is used to produce coke,
which is an integral component of steel production. The Debtors
primarily own and operate two active coal mining complexes and
other assets in Alabama and West Virginia.
On Feb. 11, 2020, Murray Metallurgical Coal Holdings, LLC and five
affiliated debtors each filed a voluntary Chapter 11 petition in
the United States Bankruptcy Court for the Southern District of
Ohio, Western Division. The cases are pending before the Honorable
John E. Hoffman, Jr., and the Debtors have requested that their
cases be jointly administered under Case No. 20-10390.
Murray Metallurgical was estimated to have $100 million to $500
million in assets and liabilities as of the bankruptcy filing.
Proskauer Rose LLP is acting as legal counsel to Murray Met;
Evercore is acting as investment banker; and Alvarez & Marsal is
acting as financial advisor. Prime Clerk LLC, is the claims agent.
NATIONAL QUARRY: Seeks to Hire Waldrep LLP as Bankruptcy Counsel
----------------------------------------------------------------
National Quarry Services, Inc. seeks authority from the U.S.
Bankruptcy Court for the Middle District of North Carolina to
employ Waldrep LLP as its legal counsel.
National Quarry requires Waldrep to:
(a) advise the Debtor of its powers and duties in the
continued operation of its business;
(b) advise the Debtor on general bankruptcy matters;
(c) prepare legal papers and represent the Debtor at court
hearings;
(d) prosecute and defend litigated matters that may arise
during the case;
(f) prepare and file a disclosure statement and negotiate,
present and implement a plan of reorganization;
(g) assist and advise the Debtor with regard to communications
to the general creditor body or other parties-in-interest;
(h) negotiate transactions and prepare the necessary
documentation related thereto; and
(i) represent the Debtor on matters relating to the assumption
or rejection of executory contracts and unexpired leases.
Waldrep's hourly rates are:
Thomas Waldrep (Partner) $640
James Lanik (Partner) $475
Jennifer Lyday (Partner) $415
John Van Swearingen (Associate) $260
Christopher Coleman (Associate) $260
Marybeth Ford (Paralegal) $220
Thomas Waldrep, Jr., Esq., managing partner at Waldrep, attests
that his firm is disinterested as defined in Section 101(14) of the
Bankruptcy Code.
Waldrep LLP can be reached at:
Thomas W. Waldrep, Jr., Esq.
Waldrep LLP
101 S. Stratford Road, Suite 210
Winston-Salem, NC 27104
Phone: 336-717-1440
Fax: 336-717-1340
Email: twaldrep@waldrepllp.com
About National Quarry Services and
NQS Equipment Leasing Co.
National Quarry Services, Inc. -- https://nationalquarryservice.com
-- is a full-service rock drilling and blasting company.
National Quarry Services and its affiliate NQS Equipment Leasing
Company sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. N.C. Lead Case No. 20-50070) on Jan. 23, 2020. At the
time of the filing, the Debtors each had estimated assets of
between $1 million and $10 million and liabilities of between $10
million and $50 million. Judge Benjamin A. Kahn oversees the
cases.
The Debtors tapped James C. Lanik, Esq., at Waldrep, LLP, as their
legal counsel.
NFINITY GROUP: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Nfinity Group, Inc.
About Nfinity Group
Nfinity Group, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 20-00376) on Jan. 12,
2020. At the time of the filing, the Debtor was estimated to have
assets of less than $50,000 and liabilities of less than $50,000.
Judge Brenda K. Martin oversees the case. The Debtor tapped
Greeves & Roethler, PLC, as its legal counsel.
NORTHERN ILLINOIS UNIVERSITY: Moody's Rates $128MM 2020B Bonds Ba2
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 to Northern Illinois
University's $128 million Auxiliary Facilities System Refunding
Revenue Bonds, Series 2020B, and affirms the university's
outstanding Ba2 and Ba3 ratings, affecting $165 million of rated
pro forma debt. The outlook is stable.
RATINGS RATIONALE
The assignment and affirmation of the Ba2 rating incorporates a
balance of Northern Illinois' moderately sized operating base and
role as a public university with a defined regional mission offset
by still challenged operating performance. A decade long decline in
enrollment and low revenue growth highlight the difficult business
conditions confronting management. Favorably, the university has
developed a reasonable enrollment management plan which provides
some prospects for enrollment stabilization. Financial reserves
also provide some flexibility and total debt is manageable. While
state funding is stabilizing, longer term prospects for growth in
state funding are muted due to a significant pension liability
which is consuming a larger proportion of state support.
The Ba3 rating on the Certificates of Participation is based on
NIU's fundamental credit strengths, and a broad basket of revenues
available to pay debt service, offset by a subordinate position to
AFS bonds for certain revenues and some appropriation risk.
RATING OUTLOOK
The stable outlook reflects prospects for generally stable state
operating appropriations over the outlook period and progress
towards fiscal balance. It also incorporates expectations of steady
freshmen enrollment that will help stem overall enrollment decline
over time.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Multi-year stability and predictability of state funding,
supported by an improved fiscal condition
- Stable to growing enrollment leading to increased net tuition
revenue and decreasing reliance on state funding for operations
- Substantial growth in balance sheet reserves to mitigate the
effects of volatility on operations
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Declines or additional volatility of state operating support or
post-employment benefits provided through "on behalf" payments
- Material weakening of liquidity or inability to maintain sound
operating performance
- Inability to curb enrollment losses leading to sustained net
tuition revenue declines
LEGAL SECURITY
The Auxiliary Facilities System Revenue bonds have been issued
under an amended and restated 2020 bond resolution. The 2020 bond
resolution's primary changes include modernized legal language that
more clearly defines the university's broad revenue pledge to the
payment of debt service.
The bonds are secured by the sum of net revenue, pledged fees and
pledged tuition. Net revenue, pledged fees and pledged tuition are
covenanted to be adjusted in amounts that will maintain 2.0x
maximum annual debt service (MADS) coverage. Pledged fees are
derived from the system and may be adjusted to reflect actual and
projected fee increases. Fiscal 2019's coverage exceeded 11x
coverage, with pro forma MADS coverage projected to be above 13x.
The Series 2014 COPs are payable from state appropriated funds and
budgeted legally available funds of the board. Legally available
funds include student tuition (subject to the prior pledge AFS
revenue bonds), certain fees, certain investment income, and
indirect cost recoveries on grants and contracts. The board is
required to transfer pledged tuition to pay for the operating and
maintenance costs of the AFS if AFS revenues are insufficient, and
these expenses have a priority position over debt service for the
COPs. The COPs are unsecured, and the installment agreement can be
terminated in the absence of budgeted legally available funds,
resulting in a weaker security than the secured pledge provided to
AFS bonds.
USE OF PROCEEDS
Proceeds from the Auxiliary Facilities System Revenue Refunding
Bonds, Series 2020B, will refund the outstanding principal of the
university's Series 2010 and 2011 Auxiliary Facilities System
Revenue Refunding Bonds.
PROFILE
Northern Illinois University is a multi-campus public university
with its main campus in the City of DeKalb, IL (A1 negative), and
three satellite campuses that primarily serve graduate students.
The university has a broad array of undergraduate and graduate
academic programs, including concentrations in education, business,
engineering, health and human science, law, and visual and
performing arts. Fall 2019 total fulltime equivalent student
enrollment was nearly 13,800.
METHODOLOGY
The principal methodology used in these ratings was Higher
Education published in May 2019.
NORTHWEST BAY: Unsecured Creditors Not Impaired in Plan
-------------------------------------------------------
Debtor Northwest Bay Partners, Ltd., filed with the U.S. Bankruptcy
Court for the Northern District of New York a Plan of
Reorganization and a Disclosure Statement.
Holders of Allowed General Unsecured Claims in Class 3 are not
impaired. The holders of Allowed General Unsecured Claims shall
each receive their pro rata Share of the available cash from the
sale of one of the lots, i.e. Lot No. 1.8.
The holders of Equity Interests are not impaired and shall retain
title to lots 1.11, 1.12, 1.17, 1.18 and 14.
The Plan contemplates an orderly and efficient liquidation of the
Debtor's remaining assets and distribution of the proceeds to
holders of Allowed Claims in accordance with the priority scheme
established by the Bankruptcy Code. The Debtor will take
responsibility for collecting the cash generated by the sale of lot
1.8 and making distributions to holders of Allowed Claims.
The Debtor has continued to operate and maintain its business as a
debtor-in-possession pursuant to Sections 1107 (a) and 1108 of the
Bankruptcy Code. The Plan seeks to distribute all value in the
Debtor's estate to creditors according to the priority scheme
established by the Bankruptcy Code.
A full-text copy of the Disclosure Statement dated January 21,
2020, is available at https://tinyurl.com/urm99lo from
PacerMonitor.com at no charge.
The Debtor is represented by:
McNAMEE LOCHNER P.C.
Peter A. Pastore, Esq.
677 Broadway
Albany, New York 12207
Tel: 518-447-3200
About Northwest Bay Partners
Northwest Bay Partners Ltd., a real estate holding company in
Albany, N.Y., sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D.N.Y. Case No. 19-10615) on April 4, 2019. At the
time of the filing, the Debtor estimated assets of between $1
million and $10 million and liabilities of between $1 million and
$10 million. The case is assigned to Judge Robert E. Littlefield
Jr. The Debtor hired McNamee Lochner P.C. as its legal counsel, and
Walsh & Walsh, LLP, as special counsel.
OHM HOSPITALITY: Lender Opposes Budget; Court Dismisses Case
------------------------------------------------------------
Northeast Bank asked the Bankruptcy Court to deny the motion to use
cash collateral filed by OHM Hospitality, LLC. Northeast Bank said
the Debtor does not have a workable budget or realistic
projections, as well as equity in its assets to provide Northeast
Bank adequate protection.
A copy of Northeast Bank's objection is available at
https://is.gd/TbZptY from PacerMonitor.com free of charge.
Judge Anita L. Shodeen subsequently dismissed the Debtor's Chapter
11 case due to the status of the case and the lack of substantial
unsecured creditors. A copy of the order is available for free at
https://is.gd/YTZWX4 from PacerMonitor.com.
The Debtor's motion to dismiss was joined by the Debtor's secured
lender. The U.S. Trustee did not oppose the case dismissal.
About OHM Hospitality
OHM Hospitality, a privately held company in the traveler
accommodation industry, filed a voluntary petition under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Iowa Case No. 19-02806) on Dec.
4, 2019. In the petition signed by Manish Patel, president, the
Debtor estimated $1 million to $10 million in assets and $50,000 in
liabilities. Robert C. Gainer, Esq., at Cutler Law Firm,
represents the Debtor.
OHM HOSPITALITY: Seeks Three Months' Access to Cash Collateral
--------------------------------------------------------------
OHM Hospitality, LLC asked the Bankruptcy Court to use cash
collateral of Northeast Bank to pay for daily operating expenses
within a three-month period. Northeast Bank has a security
interest in the Debtor's pre-petition accounts receivable as well
as in the Debtor's various equipment. Corporation Service Company,
as representative, Marlin Business Bank, and CHTD Company may also
claim some interest in the cash collateral.
As adequate protection, the Debtor proposed to make monthly
payments of $10,841.42 to Northeast Bank beginning January 15, 2020
and on the 15th of each month thereafter. The adequate protection
payment represents monthly interest and principal payments on the
Debtor's obligation to Northeast Bank.
As of the Petition Date, Northeast Bank asserts $1,284,746.54 as
owing by the Debtor under the prepetition obligation.
A copy of the motion is available for free at https://is.gd/RzQ9rE
from PacerMonitor.com.
About OHM Hospitality
OHM Hospitality, a privately held company in the traveler
accommodation industry, filed a voluntary petition under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Iowa Case No. 19-02806) on Dec.
4, 2019. In the petition signed by Manish Patel, president, the
Debtor estimated $1 million to $10 million in assets and $50,000 in
liabilities. Robert C. Gainer, Esq. at Cutler Law Firm, is the
Debtor's counsel.
OMEROS CORP: Appoints Former Amazon Treasurer Zumwalt to Board
--------------------------------------------------------------
Omeros Corporation has appointed Kurt Zumwalt, former global
treasurer of Amazon.com, Inc., to Omeros' Board of Directors. He
will also serve in a consulting role at Omeros. Mr. Zumwalt brings
significant expertise in developing comprehensive business
relationships with major banks and financial institutions.
A 15-year veteran of Amazon, Mr. Zumwalt was responsible for
managing the company's cash, investments and debt financings, in
addition to other finance-related duties. During his tenure, he
led his team in raising short- and long-term financings in excess
of $40 billion for Amazon. Mr. Zumwalt built and scaled Amazon's
treasury and financing capability as the company's revenue grew
from $8 billion to over $250 billion on an annualized basis. Mr.
Zumwalt managed Amazon's relationships with more than 45 banks
globally. He left Amazon in August 2019.
"Literally down the street from Amazon is Omeros - I have followed
the company for years and recognize what the Omeros team is
building," said Mr. Zumwalt. "I am impressed by the company's
cutting-edge science, remarkable pipeline and strong leadership. I
know Greg well, understand his vision for Omeros and am confident
that I can contribute significantly. It's exciting to join a
company focused on improving patients' lives, and I am eager to
help further the continued success of Omeros."
Prior to joining Amazon in 2004, Mr. Zumwalt was assistant
treasurer at PACCAR, treasurer at ProBusiness Services until its
acquisition by ADP in 2003, and has also held various financial
roles at Wind River Systems, Intel Corporation and Bank of America.
"We are excited to welcome Kurt to Omeros," stated Gregory A.
Demopulos, M.D., chairman and chief executive officer of Omeros.
"In his 15 years at Amazon, Kurt helped build one of the most
successful companies in history and a world class treasury
organization. His reputation and network of contacts throughout
the financial world are stellar, and I know that he will play an
important role in Omeros' ongoing growth as we prepare to
commercialize the first of multiple products in our pipeline behind
OMIDRIA. I look forward to working closely with Kurt to continue
expanding our strategic financial relationships and capitalizing on
growing business opportunities."
Pursuant to the Company's non-employee director compensation policy
Mr. Zumwalt was granted a stock option to purchase 15,000 shares of
the Company's common stock on the date of his appointment. Mr.
Zumwalt will be indemnified by the Company pursuant to the terms of
the Company's standard form of director indemnification agreement.
In addition, the Company entered into a consulting agreement with
Mr. Zumwalt effective Feb. 10, 2020, pursuant to which Mr. Zumwalt
will provide consulting services to the Company, primarily focused
on the further development of the Company's relationships with
major banks and financial institutions. For his services under the
consulting agreement, Mr. Zumwalt received a stock option to
purchase 11,750 shares of the Company's common stock, which will
vest in equal monthly installments over one year, provided that Mr.
Zumwalt continues to be a "service provider" to the Company, as
defined in the Omeros Corporation 2017 Omnibus Incentive
Compensation Plan.
An avid tennis player, Mr. Zumwalt is on the board of directors of
both the United States Tennis Association (USTA) and the USTA
Foundation. He played an instrumental role in securing $750
million of financing for the USTA from 2014 to 2018 to complete the
funding for the organization's strategic transformation. He earned
his B.A. degree in economics and political science from the
University of Pennsylvania and his M.B.A. in finance and accounting
from the University of Washington.
About Omeros Corporation
Headquartered in Seattle, Washington, Omeros Corporation --
http://www.omeros.com/-- is an innovative biopharmaceutical
company committed to discovering, developing and commercializing
small-molecule and protein therapeutics for large-market as well as
orphan indications targeting complement-mediated diseases,
disorders of the central nervous system and immune-related
diseases, including cancers. In addition to its commercial product
OMIDRIA (phenylephrine and ketorolac intraocular solution) 1%/0.3%,
Omeros has multiple Phase 3 and Phase 2 clinical-stage development
programs focused on complement-mediated disorders and substance
abuse, as well as a diverse group of preclinical programs including
GPR174, a novel target in immuno-oncology that modulates a new
cancer immunity axis recently discovered by Omeros. Small-molecule
inhibitors of GPR174 are part of Omeros' proprietary G
protein-coupled receptor (GPCR) platform through which it controls
54 new GPCR drug targets and their corresponding compounds. The
company also exclusively possesses a novel antibody-generating
platform.
Omeros reported a net loss of $126.8 million for the year ended
Dec. 31, 2018, compared to a net loss of $53.48 million for the
year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had
$91.26 million in total assets, $46.75 million in total current
liabilities, $28.65 million in lease liabilities, $155.77 million
in unsecured convertible senior notes, and a total shareholders'
deficit of $139.91 million.
Ernst & Young LLP, in Seattle, Washington, issued a "going concern"
opinion in its report dated March 1, 2019, on the consolidated
financial statements for the year ended Dec. 31, 2018 stating that
the Company has suffered losses from operations and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
PG&E CORPORATION: Unsecureds Unimpaired in Knighthead Plan
----------------------------------------------------------
PG&E Corporation and Pacific Gas and Electric Company, et al., and
shareholders Abrams Capital Management, LP, and Knighthead Capital
Management, LLC have proposed a Joint Chapter 11 Plan of
Reorganization.
Under the Plan, claims against HoldCo will be treated as follows:
* Class 4A HoldCo General Unsecured Claims. UNIMPAIRED. Each
holder of an Allowed HoldCo General Unsecured Claim shall receive
Cash in an amount equal to such holder’s Allowed HoldCo General
Unsecured Claim. The Allowed amount of any HoldCo General Unsecured
Claim shall include all interest accrued from the Petition Date
through the Effective Date at the Federal Judgment Rate.
* Class 5A-I HoldCo Public Entities Wildfire Claims. IMPAIRED.
On the Effective Date, all HoldCo Public Entities Wildfire Claims
shall be deemed satisfied, settled, released and discharged through
the treatment provided to Utility Public Entities Wildfire Claims.
HoldCo Public Entities Wildfire Claims shall be satisfied solely
from the Cash amount of $1.0 billion and the Public Entities
Segregated Defense Fund, as described in Section 4.22(a) of the
Plan.
* Class 5A-II HoldCo Subrogation Wildfire Claims. IMPAIRED.
Each holder of a HoldCo Subrogation Wildfire Claim shall have its
Claim permanently channeled to the Subrogation Wildfire Trust, and
such Claim shall be asserted exclusively against the Subrogation
Wildfire Trust in accordance with its terms, with no recourse to
the Debtors, the Reorganized Debtors, or their respective assets
and properties.
* Class 5A-III HoldCo Fire Victim Claims. IMPAIRED. Each holder
of a HoldCo Fire Victim Claim shall have its Claim permanently
channeled to the Fire Victim Trust, and such Claim shall be
asserted exclusively against the Fire Victim Trust in accordance
with its terms, with no recourse to the Debtors, the Reorganized
Debtors, or their respective assets and properties.
* Class 9A HoldCo Common Interests. IMPAIRED. Each holder of a
HoldCo Common Interest shall retain such Interest subject to
dilution from any New HoldCo Common Stock, or securities linked to
New HoldCo Common Stock, issued pursuant to the Plan and, if
applicable, shall receive a pro rata distribution of any
subscription rights to be distributed to holders of HoldCo Common
Interests in connection with a Rights Offering.
Claims and interests against the Utility will be treated as
follows:
* Class 3B-I Utility Impaired Senior Note Claims. IMPAIRED.
Treatment: On the Effective Date, holders of Utility Impaired
Senior Note Claims shall receive Cash equal to their Utility
Impaired Senior Note Claim Interest Amount and equal amounts of
each issue of the New Utility Long-Term Notes in an aggregate
amount equal to such holder’s Utility Impaired Senior Note Claim
Principal Amount.
* Class 3B-III Utility Short-Term Senior Note Claims. IMPAIRED.
On the Effective Date, holders of Utility Short-Term Senior Note
Claims shall receive Cash equal to their Utility Short-Term Senior
Note Claim Interest Amount and equal amounts of each issue of New
Utility Short-Term Notes in an aggregate amount equal to such
holder's Utility Short-Term Senior Note Claim Principal Amount.
* Class 3B-IV: Utility Funded Debt Claims. IMPAIRED. On the
Effective Date, holders of Utility Funded Debt Claims shall receive
Cash equal to their Utility Funded Debt Claim Interest and Charges
Amount and equal amounts of each issue of the New Utility Funded
Debt Exchange Notes in an aggregate amount equal to such holder’s
Utility Funded Debt Claim Principal Amount.
* Class 4B: Utility General Unsecured Claims. UNIMPAIRED. Each
holder of an Allowed Utility General Unsecured Claim shall receive
Cash in an amount equal to such holder's Allowed Utility General
Unsecured Claim. The Allowed amount of any Utility General
Unsecured Claim shall reflect all interest accrued from the
Petition Date through the Effective Date at the Federal Judgment
Rate.
* Class 5B-I Utility Public Entities Wildfire Claims. IMPAIRED.
Public Entities shall receive an aggregate Cash amount of $1.0
billion, as provided in the Public Entities Plan Support
Agreements, to be distributed in accordance with the Public
Entities Settlement Distribution Protocol.
* Class 5B-II Utility Subrogation Wildfire Claims. IMPAIRED. On
the Effective Date or as soon as reasonably practicable thereafter,
the Reorganized Debtors shall fund the Subrogation Wildfire Trust
with Cash in the amount of $11 billion.
* Class 5B-III Utility Fire Victim Claims. IMPAIRED. In
accordance with the requirements of section 3292 of the Wildfire
Legislation (A.B. 1054), on the Effective Date or as soon as
reasonably practicable thereafter, the Reorganized Debtors shall
establish and fund the Fire Victim Trust with the Aggregate Fire
Victim Consideration. Utility Fire Victim Claims shall be satisfied
solely from the Fire Victim Trust.
The Wildfire Trust Agreements, or the Claims Resolution Procedures,
distributions of Cash shall be funded from the proceeds of the Plan
Funding or the Wildfire Insurance Proceeds as of the applicable
date of such distribution as set forth herein.
A full-text copy of the Joint Chapter 11 Plan of Reorganization
dated January 31, 2020, is available
at https://tinyurl.com/vnzkw4e from PacerMonitor.com at no
charge.
Attorneys for the Debtors:
Stephen Karotkin
Ray C. Schrock, P.C.
Jessica Liou
Matthew Goren
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153-0119
Tel: 212 310 8000
Fax: 212 310 8007
E-mail: stephen.karotkin@weil.com
ray.schrock@weil.com
jessica.liou@weil.com
matthew.goren@weil.com
- and -
Tobias S. Keller
Jane Kim
KELLER & BENVENUTTI LLP
650 California Street, Suite 1900
San Francisco, CA 94108
Tel: 415 496 6723
Fax: 650 636 9251
E-mail: tkeller@kellerbenvenutti.com
jkim@kellerbenvenutti.com
Attorneys for Shareholder Proponents:
Bruce S. Bennett
Joshua M. Mester
James O. Johnston
JONES DAY
555 South Flower Street
Fiftieth Floor
Los Angeles, CA 90071-2300
Tel: 213 489 3939
Fax: 213 243 2539
E-mail: bbennett@jonesday.com
jmester@jonesday.com)
jjohnston@jonesday.com
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, as special regulatory counsel. Munger Tolles & Olson
LLP, as special counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PHUONG NAM: U.S. Trustee Objects to Amended Disclosure & Plan
-------------------------------------------------------------
The United States Trustee for Region 2 objects to the Amended
Disclosure Statement and Amended Plan of Reorganization filed on
Dec. 24, 2019, for Debtor Phuong Nam Vietnamese Restaurants, LLC.
The Amended Disclosure Statement indicates that the claim of the
Workers Compensation Board of New York State in the amount of
$17,500 will be paid as an unsecured claim. According to the U.S.
Trustee, the Debtor should describe the nature of the debt so that
parties in interest can determine whether the treatment of the
claim as proposed is appropriate.
The U.S. Trustee also avers that the Amended Disclosure Statement
should set forth whether the plan complies with 11 U.S.C. Sec.
1129(b) and specifically indicate whether any holder of any claim
or interest that is junior to the claims of an impaired class with
receive or retain any property under the Plan on account of such
junior claim or interest.
The Debtor is delinquent in filing its Monthly Operating Reports.
The Debtor's November and December, 2019 Monthly Operating Reports
remain due. The United States Trustee objects to approval of the
Amended Disclosure Statement and confirmation of the Amended Plan
until these reports have been filed and found to be satisfactory.
The United States Trustee opposes the entry of an order of
confirmation of the Amended Plan unless and/or until the Debtor
complies with 28 U.S.C. Sec. 1930, which requires that "a quarterly
fee shall be paid to the United States Trustee, for deposit in the
Treasury, in each case under Chapter 11 of Title 11 for each
quarter (including any fraction thereof) until the case is
converted or dismissed, whichever occurs first."
A full-text copy of U.S. Trustee's objection dated Jan. 21, 2020,
is available at https://tinyurl.com/uhmm757 from PacerMonitor.com
at no charge.
About Phuong Nam Vietnamese Restaurant
Phuong Nam Vietnamese Restaurant, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case
No.19-60132) on Jan. 31, 2019. At the time of the filing, the
Debtor was estimated assets of less than $50,000 and liabilities of
less than $500,000. Peter A. Orville, Esq., is the Debtor's
bankruptcy attorney. No official committee of unsecured creditors
has been appointed in the case.
POST HOLDINGS: Moody's Rates New $1BB Senior Unsecured Notes 'B2'
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Moody's Investors Service has assigned a B2 rating to Post
Holdings, Inc.'s proposed $1 billion of senior unsecured notes due
2030. Proceeds from the proposed notes will be used primarily to
finance the redemption of the company's 5.50% notes due 2025 and
for general corporate purposes. All other ratings, including the
company's B1 Corporate Family Rating and Ba1 senior secured debt
rating, are unchanged. The outlook is stable.
Ratings assigned:
Post Holdings, Inc.
Proposed $1 billion senior unsecured notes due 2030 at B2 (LGD4).
Ratings Unchanged
Senior Secured Bank Credit Facility at Ba1 (LGD1 from LGD2)
The outlook is stable.
RATINGS RATIONALE
Post's credit profile reflects its growth-through-acquisitions
strategy and related periods of high financial leverage. The
ratings are supported by strong operating cash flow generated by
the slowly declining, but highly profitable ready-to-eat (RTE)
cereal business, which generates 40% of sales. The company's
foodservice and refrigerated food segments, which together
represent 45% of sales, are also important contributors to
earnings. However, the large commercial egg business within the
foodservice segment generates much lower margins and can experience
supply disruptions in the event of bird disease. Finally, the
company's credit profile is supported by good product diversity,
moderate geographic sales diversity and solid brand equities in
high margin categories. The B2 senior unsecured notes rating
reflects Moody's assumption that Post will issue secured debt to
partially fund future acquisitions.
The SGL-1 Speculative Grade Liquidity rating reflects the company's
very good liquidity. The company should generate about $800 million
of cash from operations and $460 million of free cash flow over the
next year. This assumes modest working capital investments, $250
million of capital expenditures and $90 million of cash flow
retained by the BellRing Brands subsidiary.
The stable outlook reflects Moody's expectation that Post will
continue to maintain high financial leverage as it pursues growth
through acquisitions. The rating agency also expects that Post will
generate low single digit earnings growth with a stable EBIT
margin, and that the company will utilize free cash flow to repay
debt following leveraged acquisitions.
The ratings could be upgraded if the pace of Post's acquisitions
slows, operating profit margins remain stable, and the company
sustains debt/EBITDA below 5.5 times.
The ratings could be downgraded if operating performance
deteriorates, debt to EBITDA is sustained above 6.5 times, or if
free cash flow turns negative.
The principal methodology used in this rating was Global Packaged
Goods published in January 2017.
CORPORATE PROFILE
Based in St. Louis Missouri, Post Holdings manufactures, markets
and distributes food products in categories that include RTE
cereal, retail and foodservice egg and potato products, retail side
dishes, retail cheese and sausage products, protein shakes, bars
and powders. The company is publicly-traded under the ticker "POST"
and has annual net sales of approximately $5.7 billion.
PURPLE SHOVEL: Court Confirms Plan of Liquidation
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On Jan. 13, 2020, the U.S. Bankruptcy Court for the Middle District
of Florida, Tampa Division, to confirm the Trustee's Plan of
Liquidation dated November 20, 2019, and to approve the Disclosure
Statement for Trustee’s Plan of Liquidation of Debtor Purple
Shovel, LLC.
On Jan. 21, 2020, Judge Caryl E. Delano ordered that:
* The Disclosure Statement is approved. Notwithstanding the
approval of the Disclosure Statement, the Court has made no
adjudication of any factual statements set forth in the Disclosure
Statement and the approval of the Disclosure Statement is without
prejudice to any rights of Worrell. Accordingly, the Worrell
Objection is overruled without prejudice.
* The Plan, as modified herein, is confirmed in its entirety.
The PFF Objection is overruled as moot.
* The provisions of the Plan bind the Trustee, the Debtor, any
creditor, or any party in interest, including any successor in
interest to any of them, whether or not the claim, interest or
demand of such creditor, or party in interest is impaired under the
Plan and whether or not such creditor, or party in interest has
accepted the Plan or objected to the Plan. All creditors and
parties in interest are directed to take all actions necessary to
implement the terms of the Plan.
* All U.S. Trustee Fees will accrue and be timely paid until the
case is closed, dismissed, or converted to another chapter of the
Bankruptcy Code. Any U.S. Trustee Fees owed on or before the
Effective Date of the Plan will be paid on the Effective Date.
* The Court will conduct a post-confirmation status conference on
March 9, 2020, at 2:00 p.m. in Courtroom #9A, 801 N. Florida
Avenue, Tampa, Florida 33602.
A full-text copy of the order dated January 21, 2020, is available
at https://tinyurl.com/ve6m4kd from PacerMonitor.com at no charge.
About Purple Shovel
Based in Tampa, Florida, Purple Shovel,
LLC--http://www.purpleshovel.com/-- is a certified Service
Disabled Veteran-Owned Small Business (SDVOSB) founded in 2010 to
provide value-added solutions to an array of domestic and
international challenges. Purple Shovel affords its clients a
single point of contact to transport materials and aid anywhere in
the world, including remote regions inaccessible to others.
Purple Shovel filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 18-04599) on June 1, 2018. In the petition signed by Benjamin
Worrell, manager, the Debtor disclosed $1.01 million in assets and
$12.35 million in liabilities.
Judge Caryl E. Delano is the case judge.
The Law Offices of Norman and Bullington serves as counsel to the
Debtor.
On Aug. 8, 2018, the Office of the U.S. Trustee appointed Gerard A.
McHale Jr. as Chapter 11 trustee for the Debtor. The Trustee tapped
Johnson Pope Bokor Ruppel & Burns, LLP as his legal counsel, and
McHale PA as his accountant.
PVV LLC: $3.1M Sale of Oklahoma Property to Patel Approved
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Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized PVV, LLC's sale of the real
property located in Pauls Valley, Oklahoma and more commonly known
as 2509 Grant Avenue, Pauls Valley, Oklahoma, Parcel No.
000-12-03N-01 W-0-420-00, together with the Debtor's inventory and
personal property used in its business, to Navnitkumar Patel and/or
his assignee for the total price of $3.1 million.
A hearing on the Motion was held on Jan. 7, 2020.
The sale to Kendall Combs ("Purchaser #2") is approved as a backup
buyer and in the event that the sale to the Purchaser does not
close before Jan. 29, 2020, then the Debtor is authorized to sell
the Property and Personal Property to Purchaser #2 for $3 million.
All reasonable and necessary closing costs will be paid at closing
in accordance with the terms of the Contract.
The sale is free and clear of any and all liens, claims and
encumbrances, including, but not limited to those of all taxing
authorities (save and except those that will remain affixed to the
real and personal property for 2020) provided, however, that any
valid liens will attach to the sales proceeds to the sane extent,
amount and priority as they existed in the Debtor's Property and
Personal Property prior to the bankruptcy filing.
From the proceeds of the sale, the Debtor (and/or the title company
and its employees acting as escrow agent/officer to close the
subject sale shall, upon closing of the sale:
(a) pay usual and customary closing costs, including, but not
limited to, the premium for the owner policy of title insurance for
the insured amount equal to the purchase price (subject to any
allocations in the Contract);
(b) pay to the holder(s) thereof, as the case may be, any
amount necessary to satisfy the property tax liens then due against
the Property and Personal Property along with a pro rata share of
the then current year’s property taxes; plus, any additional
penalties and interest that may accrue thereon to the date of
Closing;
(c) pay to Prosperity the sum of $2,761,937 plus: i) a per
diem interest rate of $333 for interest after Jan. 7, 2020 through
the date of closing; and ii) attorneys' fees of Bell, Nunnally &
Martin, LP after Jan. 12, 2020 through the date of closing. Upon
receipt of such funds, Prosperity will provide a recordable release
of its lien(s);
(d) pay any approved broker's fees; and
(e) pay to the Small Business Administration, who is the
second lienholder on all real and personal property, the balance of
the sale proceeds.
Notwithstanding the foregoing, the year of closing ad valorem tax
liens will be expressly retained on the Property until the payment
by the Purchaser of the year of closing ad valorem taxes, plus any
penalties or interest which may ultimately accrue thereon, in the
ordinary course of business.
The stay provisions of Bankruptcy Rule 6004(h) will not apply to
the order and the closing may occur without a 14-day waiting
period.
The Small Business Administration, the second lienholder, has
consented to the sale by its signature to the Order.
About PVV LLC
PVV LLC, is a privately held company whose principal assets are
located at 2509 W. Grant Ave., Pauls Valley, Okla.
PVV LLC filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 19-43432) on Dec. 24,
2019. In the petition signed by Ketan Patel, managing member, the
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities. Joyce W. Lindauer, Esq., at Joyce W.
Lindauer Attorney, PLLC, serves as the Debtor's counsel.
QUALITY REIMBURSEMENT: Unsecureds Get 100% Plus Interest in Plan
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Quality Reimbursement Services, Inc., has proposed a Chapter 11
Plan of Reorganization.
The primary objective of the Plan is for the Debtor to reorganize
its financial affairs pursuant to a comprehensive debt
restructuring of the Debtor, in accordance with the terms and
conditions of the Plan. Pursuant to the Plan, the Debtor will
continue in business after the confirmation of the Plan, and will
satisfy allowed claims of creditors in accordance with the terms
and conditions of the Plan
According to the Disclosure Statement, the Plan treats claims and
interests as follows:
* Class 1 Allowed Secured Claim of Caltronics. IMPAIRED. Total
claim $8,060. The Reorganized Debtor will pay to Caltronics monthly
payments for 36 consecutive months in the amount of $257.33 plus
associated charges.
* Class 2 Any Allowed Secured Claim of Eastpoint/Gancman.
IMPAIRED. The Reorganized Debtor will pay to Eastpoint/Gancman
equal monthly payments for 36 consecutive months of principal and
interest in an amount sufficient to satisfy the amount, if any, of
Eastpoint/Gancman’s Allowed Secured Claim.
* Class 3 Allowed Secured Claim of Fisher's Technology. IMPAIRED.
Total claim $4,345.92. Tthe Reorganized Debtor will pay to Fisher's
Technology monthly payments for 36 consecutive months in the amount
of $138.75, plus associated charges.
* Class 4 Allowed Secured Claim of Tarnow. IMPAIRED. Total claim
$100,000. The Reorganized Debtor will pay to Tarnow the following
payments: (a) $50,000 on November 1, 2021; and (b) the balance of
Tarnow's Allowed Secured Claim, plus all accrued interest thereon,
on Nov. 1, 2022.
* Class 7 Allowed General Unsecured Claims, Except for any
Allowed General Unsecured Claim of Eastpoint/Gancman. IMPAIRED. The
Reorganized Debtor will pay in full (i.e., 100% of) each Allowed
Class 7 Claim, plus interest.
* Class 8 Any Allowed General Unsecured Claim of
Eastpoint/Gancman. IMPAIRED. Total claim $8.2 million. The
Reorganized Debtor will pay in full (i.e., 100% of) any Allowed
Class 8 Claim, plus interest.
The funding for the Distributions to be made by the Reorganized
Debtor under the Plan will be derived, in part, from the following:
(a) the Debtor's Cash as of the Effective Date; (b) Cash that will
be generated from the Reorganized Debtor's operations after the
Effective Date; (c) any Hospital Reimbursement Litigation
Recoveries; and (d) any proceeds from the assertion of Causes of
Action, including Avoidance Actions.
A hearing on the Disclosure Statement is slated for:
Date: April 9, 2020
Time: 10:00 a.m.
Place: 255 East Temple Street
Courtroom 1375
Los Angeles, CA 90012
A full-text copy of the Disclosure Statement dated Jan. 31, 2020,
is available at https://tinyurl.com/wh7d8ej from PacerMonitor.com
at no charge.
General Insolvency Counsel for the Debtor:
GARRICK A. HOLLANDER
ALASTAIR M. GESMUNDO
WINTHROP GOLUBOW HOLLANDER, LLP
1301 Dove Street, Suite 500
Newport Beach, CA 92660
Telephone: (949) 720-4100
Facsimile: (949) 720-4111
E-mail: ghollander@wghlawyers.com
agesmundo@wghlawyers.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 appointed creditors to serve on the
official committee of unsecured creditors on Oct. 22, 2019. The
committee hired Buchalter, a Professional Corporation, as its legal
counsel.
RABBE FARMS: Appeals Court Flips Decision on Buyout Payment
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Farmers State Bank of Trimont as appellant challenges the district
court's grant of summary judgment in favor of respondents-debtors
Rabbe Farms, LLP and Rabbe Ag Enterprises, LLC. Appellant argues
that the district court erred by (1) determining that its
termination of farmland leases was ineffective; and (2)
interpreting respondents' bankruptcy plan to deduct (from the
amount owed to appellant), the total amount of the debt owed to a
senior creditor rather than only the appraised value of the
creditor's relevant collateral. The appeals court affirmed in
part, reversed in part, and remand.
Respondents include Joel Rabbe, Kristen Rabbe, Jon Rabbe, Debra
Rabbe, and Joyce Rabbe, as well as Rabbe Farms, LLP and Rabbe Ag
Enterprises, LLC, two farming companies owned by certain members of
the Rabbe family.
In 2013 and 2014, Rabbe Farms entered into two promissory notes in
favor of appellant Farmers State Bank of Trimont (FSB) totaling
approximately $17 million. In 2015, Rabbe Ag entered into a
promissory note with FSB with a principal amount of $500,000.
These loans were secured by (1) a security interest "in essentially
all items of personal property of Rabbe Ag, including all of Rabbe
Ag's machinery and equipment"; (2) a mortgage in the amount of $2
million, which granted FSB a mortgage lien in 503 acres of farmland
owned by Rabbe Farms; and (3) a mortgage in the amount of $15
million, which granted FSB a mortgage lien in, among other things,
1,282 acres of farmland owned by the Rabbe Individuals.
In June 2014, Rabbe defaulted on the loans and FSB thereafter
commenced a foreclosure action against the Rabbe Individuals,
seeking to foreclose the $15 million mortgage against the Rabbe
Individual Farmland. A judgment and decree of foreclosure was
entered in March 2016, and FSB was the high bidder on the Rabbe
Individual Farmland at a subsequent sheriff's sale. The district
court later confirmed the foreclosure sale of the Rabbe Individual
Farmland in July 2016, and FSB became the fee owner of this
farmland after none of the Rabbe Individuals timely redeemed.
In the meantime, in September 2015, Rabbe Farms and Rabbe Ag filed
for chapter 11 bankruptcy protection. Rabbe, FSB, and other
creditors subsequently engaged in mediation, and on July 8, 2016,
reached a settlement which was to be primarily implemented through
each of the reorganization plans for Rabbe Ag and Rabbe Farms.
Rabbe Ag Plan
The Rabbe Ag Plan, confirmed in April 2017, related to security
interests in a farm equipment held by Rabbe Ag's creditors, which
included FSB, whose security interest in this equipment was senior
to the security interests held by other creditors, except with
respect to a John Deere 9530T Track Tractor and a Caterpillar 320DL
excavator. John Deere Credit had a first priority security
interest in the tractor, securing a claim in the amount of
$211,054.59, and AgDirect had a first priority security interest in
the excavator, securing a claim in the amount of $53,887.36. FSB
had a second priority security interest in both the tractor and the
excavator.
Buyout Option
The Rabbe Ag Plan allowed Rabbe to choose between one of two
options to satisfy FSB's allowed secured claims: (1) auction the
equipment in which FSB had a security interest and pay FSB a
portion of auction proceeds less certain other amounts (auction
option), or (2) retain the equipment and pay FSB a portion of the
appraised value of the equipment less certain other amounts (buyout
option). Rabbe Ag elected the buyout option. The Rabbe Ag
equipment was appraised at $914,750 and the John Deere tractor was
appraised at a value of $120,000. Following a supplemental
appraisal, as well as the addition of several items of equipment,
the total value of the appraised equipment increased to $922,750.
The parties could not agree on the amount of the payment required
to complete the buyout option. The dispute involved the value of
John Deere's "senior security interest" in the tractor under the
terms of the buyout option of the Rabbe Ag Plan. FSB claimed that
the value of John Deere's "senior security interest" in the tractor
was $120,000, the appraised value of the tractor. Conversely,
Rabbe claimed that the value of John Deere's "senior security
interest" in the tractor was $211,054.59, the full amount of John
Deere's allowed secured claim arising from the debt that Rabbe Ag
owed John Deere.
Rabble Farms Plan, Rabbe Ag Farmland Leases
In April 2017, the Rabbe Farms Plan was also confirmed, pursuant to
which, the Rabbe Farms Farmland was conveyed to FSB via quitclaim
deeds, making FSB fee owner of both the Rabbe Farms Farmland and
the Rabbe Individual Farmland. The Rabbe Farms Plan also required
FSB to lease the Rabbe Individual Farmland and the Rabbe Farms
Farmland to Rabbe Ag for the 2017 and 2018 crop years at $185 per
tillable acre.
FSB entered into separate leases with Rabbe Ag for each farmland
which leases contained identical terms and required that rent be
remitted in equal installments on or before November 1 of each
year. The leases also provided that if Rabbe Ag failed to make the
rent payments when due, FSB could "re-enter and take possession of
the above rented premises, and hold and enjoy the same without
forfeiting the rents to be paid by [Rabbe Ag] for the full term of
[the] lease."
Rabbe Ag failed to make any payment on the leases by the November
1, 2017 deadline. FSB subsequently sought to terminate the leases
by recording notices of lease termination in the county recorder's
office, with each notice stating that FSB "hereby provide[s] to
Rabbe Ag . . . notice of termination" for failure to tender rent
payment by November 1, 2017. Each notice also stated that
"[p]ursuant to the terms of the lease, [FSB] has elected to
re-enter and take possession of the leased premises." FSB,
however, never served the notices of lease termination on Rabbe Ag,
and Rabbe Ag was not otherwise notified of the termination of the
leases.
On November 14, 2017, Joel Rabbe paid the first rent installment
for each of the leases to FSB's president, on behalf of FSB.
Neither FSB's president, nor anyone else from FSB, informed Joel
Rabbe or any of the other Rabbe Individuals that FSB had recorded
notices of termination the day before.
On December 29, 2017, FSB commenced this action against Rabbe
seeking (i) a declaratory judgment that the leases between FSB and
Rabbe Ag were terminated due to Rabbe Ag's default, and (ii) a
judgment for breach of contract, breach of the covenant of good
faith and fair dealing, and claim and delivery of the Rabbe Ag
equipment, related to Rabbe's alleged breach of the Rabbe Ag Plan.
Rabbe subsequently moved to dismiss the complaint.
On March 29, 2018, the district court denied Rabbe's motion with
respect to the counts related to the lease agreements, but granted
the motion to dismiss the three claims related to the alleged
breach of the Rabbe Ag Plan on the grounds that the claims were
subject to mandatory farmer-lender mediation. The district court
dismissed these claims without prejudice.
In August 2018, after the parties failed to reach an agreement in
the mandatory farmer-lender mediation, FSB moved to amend the
complaint to reassert the previously-dismissed claims related to
the satisfaction of FSB's security interests. The district court
permitted the amendment. FSB then moved for summary judgment,
seeking (1) a judgment declaring that the leases between the
parties terminated following Rabbe Ag's failure to tender the 2017
rent payments on November 1, 2017; and (2) either delivery of the
Rabbe Ag equipment, or payment of $205,037.01 to FSB, which
represented the amount FSB claimed Rabbe owed under the buyout
option of the Rabbe Ag Plan. Rabbe filed a cross-motion for summary
judgment, seeking a judgment declaring that the leases were not
terminated. Rabbe also claimed that FSB was required to accept
$102,193.78 for the equipment under the buyout option. The
difference in the two proposed buyout amounts relates primarily to
the different amounts that the parties assign to the deduction for
John Deere's security interest in the tractor.
The district court determined that FSB failed to terminate the
leases because (1) "Minnesota's landlord-tenant law indicates that
notice to a tenant is a prerequisite to an action seeking
repossession of the premises," but Rabbe was "never provided with
notice of the lease termination"; and (2) FSB "accepted the late
rent and thereby waived its right to recover possession."
The district court also determined that "John Deere Credit's
'senior security interests' in the tractor was intended to reflect
the value of its allowed secured claim rather than the appraised
value of the tractor." The district court then concluded that under
the terms of the Rabbe Ag Plan, FSB "is to release its security
interest in the Rabbe Ag equipment in exchange for payment of
$104,690.55." The district court, therefore, granted Rabbe's motion
for summary judgment, and denied FSB's motion for the same.
The Appeal
Before the Minnesota Court of Appeals, the appellant argued that:
* the district court erred by determining that appellant's
termination of farmland leases was ineffective; and
* the district court erred by interpreting respondents'
bankruptcy plan to deduct -- from the amount owed to appellant --
the total amount of the debt owed to a senior creditor rather than
only the appraised value of the creditor's relevant collateral.
In considering these arguments, the appeals court found that:
(A) The district court did not err when it concluded that by
accepting the late rent, FSB waived its right to recover possession
and terminate the leases.
It is undisputed that Rabbe paid the November 2017 rent two weeks
after it was due, and that FSB's president accepted payment of this
rent. Based on these facts, the district court found that FSB
"waived its right to recover the possession. This is because "the
landlord, by accepting the rent, effectively reaffirms the lease
between parties. FSB's acceptance of the rent payments after the
notices of termination were filed demonstrate an intent to reaffirm
the leases. Accordingly, while the district court should have
considered the question of intent, the district court did not err
when it concluded that by accepting the late rent, FSB waived its
right to recover possession and terminate the leases.
(B) The district court erred when it calculated the equipment
buyout payment to FSB and in granting summary judgment in favor of
Rabbe on that basis.
According the appeals court, the plain language of the Rabbe Ag
Plan demonstrates that the value of John Deere's security interest
in the tractor consists of the appraised value of the tractor (and
not the amount of the debt Rabbe owes John Deere). When parties to
the same contract use different language to address parallel
issues, it is reasonable to infer that they intend this language to
mean different things.
The Rabbe Ag Plan specifically uses different phrases to reference
the amount to be deducted under the buyout option and the auction
option; the buyout option uses the phrase "senior security
interest," whereas the auction option uses the phrase "allowed
secured claims." " If the parties had intended to deduct the full
amount of the "allowed secured claim" under the buyout option as
well as the auction option, the parties would have used the same
language in both provisions. But they did not; instead they
limited the amount of the deduction under the buyout option to the
"security interest" in the collateral. Thus, the plain language
of the Rabbe Ag Plan demonstrates that the phrase "senior security
interest[] in such collateral" under the buyout plan does not
represent the full amount of the "secured claim."
The appeals court, thus, concluded that the district court erred
when it calculated the equipment buyout payment to FSB and in
granting summary judgment in favor of Rabbe on that basis.
Accordingly, the appeals court reverses, in part, the district
court's grant of summary judgment, and remands for proceedings
consistent with this opinion.
A copy of the Appellate Court's opinion is available at
https://www.leagle.com/decision/inmnco20191230159 from Leagle.com
free of charge.
Dean M. Zimmerli , Gislason & Hunter LLP,2700 South Broadway, New
Ulm, Minnesota, Dustan J. Cross , Gislason & Hunter LLP, 2700 South
Broadway, New Ulm, Minnesota, counsel for appellant.
Joel S. Rabbe, Trimont, Minnesota, pro se respondent.
Kristen C. Rabbe, Trimont, Minnesota, pro se respondent.
Jon E. Rabbe, Trimont, Minnesota, pro se respondent.
Debra A. Rabbe, Trimont, Minnesota, pro se respondent.
Joyce L. Rabbe, Trimont, Minnesota, pro se respondent.
About Rabbe Farms LLP
Headquartered in Ormsby, Minnesota, Rabbe Farms LLP, dba Rabbe
Grain Co., dba Rabbe Grain Elevator, filed for Chapter 11
bankruptcy protection (Bankr. D. Minn. Case No. 15-33479) and
affiliates Rabbe Ag Enterprises General Partnership (Bankr. D.
Minn. Case No. 15-33481) and North Country Seed, LLC (Bankr. D.
Minn. Case No. 15-33482) filed separate Chapter 11 bankruptcy
protection on Sept. 29, 2015. The petitions were signed by Joel
Rabbe, general partner.
Judge Kathleen H Sanberg presided over the cases. The Debtors were
represented by Ralph Mitchell, Esq., at Lapp Libra Thomson Stoebner
& Pusch.
Rabbe Farms estimated its assets at between $1 million and $10
million and liabilities at $10 million to $50 million.
Rabbe Ag Enterprises estimated its assets at $0 to $50,000 and
liabilities at $500,000 to $1 million.
North Country Seed estimated its assets at $0 to $50,000 and
liabilities at $1 million to $10 million.
REAVANS GILBERT: Court Prohibits Use of GVA Cash Collateral
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Judge Harlin DeWayne Hale approved the motion filed by GVA Pro LLC
to prohibit Reavans Gilbert LLC from using cash collateral.
The Debtor is prohibited from using GVA's cash collateral, which
includes all rents generated from the real property locally known
as 4203 Gilbert Avenue, Dallas, Texas, without the written consent
of GVA or further Court order.
The Court directed the Debtor to immediately segregate into a
separate DIP account all of GVA’s cash collateral received or to
be received since the Petition Date.
A copy of the prohibition order is available at
https://is.gd/J8GT9e from PacerMonitor.com at no charge.
About Reavans Annex
Reavans Annex, LLC and Reavans Lake Avenue, LLC classify their
business as single asset real estate (as defined in 11 U.S.C.
Section 101(51B). Meanwhile, Reavans Gilbert LLC is an investment
company, including hedge fund or pooled investment vehicle (as
defined in 15 U.S.C. Section 80a-3).
Reavans Annex, Reavans Gilbert and Reavans Lake Avenue sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Tex. Case Nos. 19-33704, 19-33705 and 19-33707) on Nov. 4, 2019.
At the time of the filing, Reavans Annex had estimated assets of
between $1 million and $10 million and liabilities of between
$500,000 and $1 million.
Reavans Gilbert had estimated assets of between $10 million and $50
million and liabilities of between $500,000 and $1 million.
Reavans Lake had estimated assets of between $1 million and $10
million and liabilities of between $100,000 and $500,000.
The cases have been assigned to Judge Harlin DeWayne Hale.
The Debtors tapped Joyce W. Lindauer Attorney, PLLC as their legal
counsel.
RED PHOENIX: Seeks to Use Cash Collateral Thru Final Hearing Date
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Red Phoenix, LLC, seeks permission from the Bankruptcy Court to use
cash collateral nunc pro tunc from the Petition Date through any
final hearing date in order to meet its post-petition obligations,
pay its operating expenses including other expenses incurred during
the pendency of its bankruptcy case.
The Debtor also seeks to continue incurring credit with American
Express National Bank on an unsecured basis as an allowable 503
(b)(1) administrative claim expense pursuant to terms of existing
cardmember agreements.
Creditors who may assert an interest in the cash collateral
(including the amount of their claims) are: (a) Central Bank &
Trust Co., ($95,000), (b) American Express, (c) CHTD Company, (d)
Fox Capital Group ($20,000), (e) LG Funding, LLC ($50,000), (f) 1st
Merchant Funding ($135,000), and (g) QuarterSpot ($177,000). The
Debtor believes its first priority secured creditor, Central Bank &
Trust Co. is the only creditor with a valid claim on the cash
collateral that is entitled to adequate protection.
In consideration for the use of cash collateral, the Debtor
proposes to grant Central Bank & Trust Co., a replacement lien upon
all of the Debtor's property of the same type and description as
the pre-petition collateral as of the Petition Date.
Additionally, the Debtor requests a carve-out of cash collateral in
the amount of $2,000 monthly for legal fees beginning in February
2020 and a carve-out for U.S. Trustee fees that may become due and
for ordinary course professionals.
A copy of the motion is available for free at https://is.gd/pHVWQN
from PacerMonitor.com.
About Red Phoenix
Red Phoenix, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Ky. Case No. 20-50038) on Jan. 13, 2020, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Jamie L. Harris, Esq., at DelCotto Law Group PLLC.
RED PHOENIX: Wins Court Approval to Use Cash Collateral
-------------------------------------------------------
Judge Tracy N. Wise authorized Red Phoenix, LLC, to use cash
collateral from the Petition Date through any final hearing date on
the cash collateral motion pursuant to the budget.
As adequate protection for any diminution in the value of the
creditors' interests in the cash collateral, Central Bank & Trust
Co. is granted replacement liens upon all of the Debtor's property,
subject only to any valid and enforceable, perfected, and
non-avoidable liens of other secured creditors.
The Court further ruled that:
* the Debtor will pay Central Bank & Trust Co., $1,993.14 as
monthly adequate protection on or before January 31, 2020, and
continuing monthly thereafter.
* there is expressly carved out of cash collateral the sums for
the legal fees and expenses of DelCotto Law Group PLLC DLG in the
amount of $2,000 monthly beginning February 2020, subject to the
entry of an order approving the firm's employment as counsel to the
Debtor. The Debtor is authorized and directed to pay the monthly
budgeted amounts for legal fees to DLG's escrow account, to be held
pending further Court orders.
* there is expressly carved out of cash collateral sums for U.S.
Trustee fees as they become due.
The Court order is without prejudice to a carve-out for Committee
counsel, if one is appointed, or for other professional fees, if
additional employment applications are approved by the Court.
A copy of the order is available for free at https://is.gd/UF32G0
from PacerMonitor.com.
About Red Phoenix
Red Phoenix, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Ky. Case No. 20-50038) on Jan. 13, 2020, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Jamie L. Harris, Esq., at DelCotto Law Group PLLC.
RENTPATH HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: RentPath Holdings, Inc.
950 East Paces Ferry Road NE
Suite 2600
Atlanta, Georgia 30326
Business Description: Headquartered in Atlanta, Georgia, RentPath
-- https://www.rentpath.com -- is a
digital marketing solutions company that
maximizes the return on property managers'
marketing spend by linking property managers
with prospective renters and simplifying the
residential rental experience. Through its
lead generation business, RentPath provides
websites that feature an easy-to-use search
experience for rental apartments and homes.
RentPath also provides a full suite of
products to help property management
companies acquire, retain, and communicate
with tenants.
Chapter 11 Petition Date: February 12, 2020
Court: United States Bankruptcy Court
District of Delaware
Twelve affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
RentPath Holdings, Inc. (Lead Case) 20-10312
RentPath, LLC 20-10313
Consumer Source Holdings LLC 20-10314
Discover Home Network, LLC 20-10315
Easy Media, LLC 20-10316
Electronic Lead Management, Inc. 20-10317
Electronic Lead Management MA, Inc. 20-10318
Electronic Lead Management VA, Inc. 20-10319
Live Response Soluations Holdings, LLC 20-10320
Live Respone Solutions, LLC 20-10321
Viva Group, LLC 20-10322
Viva Group Brokerage, Inc. 20-10323
Judge: Hon. Brendan Linehan Shannon
Debtors' Counsel: Zachary I. Shapiro, Esq.
Daniel J. DeFranceschi, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 N. King Street
Wilmington, Delaware 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
Email: shapiro@rlf.com
defranceschi@rlf.com
- and -
Ray C. Schrock, P.C.
David N. Griffiths, Esq.
Andriana Georgallas, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
E-mail: ray.schrock@weil.com
david.griffiths@weil.com
andriana.georgallas@weil.com
Debtors'
Antitrust
Attorneys: ROPES & GRAY LLP
2099 Pennsylvania Avenue, N.W.
Washington, DC 20006-6807
Debtors'
Financial
Advisor: BERKELEY RESEARCH GROUP
99 High Street, 27th Floor
Boston, MA 02110
Debtors'
Investment
Banker: MOELIS & COMPANY
399 Park Avenue, 5th Floor
New York, NY 10022
Debtors'
Claims,
Noticing &
Solicitation
Agent: PRIME CLERK LLC
830 3rd Avenue
New York, NY 10022
https://cases.primeclerk.com/rentpath/Home-Index
Estimated Assets
(on a consolidated basis): $100 million to $500 million
Estimated Liabilities
(on a consolidated basis): $500 million to $1 billion
The petitions were signed by Richard Martin, chief financial
officer.
A copy of RentPath Holdings' petition is available for free at
PacerMonitor.com at:
https://is.gd/mx6iYm
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Google Inc Trade $5,054,831
c/o Custodian of Records
1600 Amphitheatre Parkway
Mountain View, California 94043
USA
Attn: Kent Walker
Title: SVP General Counsel
Tel: (650) 253-0000
Email: Legal@google.com
2. Facebook, Inc. Trade $1,589,827
1601 Willow Road
Menlo Park, California 94025
Attn: Jennifer Newstead
Title: General Counsel
Tel: (650) 543-4800
Email: Legal@facebook.com
3. Zumper, Inc. Trade $1,027,013
49 Geary Street, Suite 350
San Francisco, California 94108
Attn: Anthemos Georgiades
Title: Chief Executive Officer
Email: Anthemos@zumper.com
4. Microsoft Corporation Trade $362,431
Law & Legal Affairs
One Microsoft Way
Redmond, Washington 98052
USA
Attn: Brad Smith
Title: President & Chief Legal Officer
Tel: (503) 443-7070
Email: V-Mabern@Microsoft.com
5. Gauss and Neumann SL Trade $305,357
Paseo de Gracia 11, Planta 8, 08007
Barcelona, Spain
Attn: Alberto Cabezas-Castellanos
Title: Chief Executive Officer
Email: ACABEZAS@G-N.COM
6. Microsoft Online, Inc. Trade $288,265
Law & Legal Affairs
One Microsoft Way
Redmond, Washington 98052
USA
Attn: Brad Smith
Title: President & Chief Legal Officer
Tel: (503) 443-7070
Email: Adbill@microsoft.com
7. FMR Inc. Trade $245,000
82 Devonshire Street
Boston, Massachusetts 02109
Attn: Jonathan Chiel
Title: EVP & General Counsel
Tel: (617) 563-7000
Email: Globalcapcustomerservice@fmr.com
8. Dialogtech Inc Trade $236,893
120 S Riverside Plaza
Suite 1100
Chicago, Illinois 60606
Attn: Bob Burns
Title: Chief Financial Officer
Tel: (877) 295-5100
Email: AR@dialogtech.com
9. Charter Global Inc Trade $226,253
7000 Central Parkway
Suite 1100
Atlanta, Georgia 30328
Attn: Ken Reaves
Title: SVP Client Services
Tel: (888) 326-9933
Email: Info@charterglobal.com
10. Trendline Interactive Trade $221,338
Holdings LLC
11612 Bee Caves Road
Suite 220
Austin, Texas 78738
Attn: Morgan Stewart
Title: Chief Executive Officer
Tel: (512) 717-4097
Email: Artrendline@Interactive.com
11. A-Plus Meetings & Trade $175,000
Incentives Inc
901 Ponce De Leon Blvd, Suite 600
Coral Gables, Florida 33134
Attn: John Harden
Title: Controller
Tel: (786) 888-3217
Email: Info@aplusmeetings.com
12. Incontact Inc Trade $173,938
75 West Towne Ridge Parkway
Tower One
Sandy, Utah 84070
Attn: Paul Jarman
Title: Chief Executive Officer
Tel: (801) 320-3200
Email: Daniell.Lavaka@Niceincontact.com
13. Linkedin Corporation Trade $153,070
1000 W. Maude Avenue
Sunnyvale, California 94085
USA
Attn: Blake Lawit
Title: SVP & General Counsel
Tel: (650) 687-3600
Email: AR-Receipts@Linkedin.com
14. American Express Trade $150,000
200 Vesey Street Lower Manhattan
New York, New York 10285
Attn: Kristen McCabe
Title: Director, Legal Operations
Tel: (212) 640-2000
Email: Legal@Americanexpress.com
15. Mulesoft LLC Trade $149,865
415 Mission Street
San Francisco, California 94105
Attn: Simon Parmett
Title: Chief Executive Officer
Tel: (415) 229-2009
Email: AR@mulesoft.com
16. Salesforce Inc Trade $147,000
415 Mission Street
San Francisco, California 94105
Attn: Mark Hawkins
Title: President & Chief Financial Officer
Tel: (800) 667-6389
Email: legal@salesforce.com
17. Smartshoot Inc Trade $110,330
121 2nd Street
Second Floor
San Francisco, California 94105
Attn: John Mcweeny
Titl: Chief Operating Officer
Tel: (877) 559-9898
Email: John.Pfeister@Smartshoot.com
18. Smart Source of Georgia LLC Trade $100,476
7270 McGinnis Ferry Road
Suwanee, Georgia 30024
Attn: Thomas D'Agostino Jr.
Title: Chief Executive Officer
Tel: (770) 449-6300
Email: AR@Smartsourcerentals.com
19. Ausy North America Inc. Trade $95,550
8401 Greensboro Dr
Suite 500
Mclean, Virginia 22102
Attn:: Jill Lawson
Title: SVP
Tel: (804) 270-2990
Email: Bhaines@Celerity.com
20. Frontline Call Center LLC Trade $90,536
9 Hope Lane
Eastsound, Washington 98245
Attn: Andrew Vandenberg
Title: Chief Financial Officer
Tel: (888) 537-6685
Email: Info@Frontlinecallcenter.com
21. Criteo Corp Trade $84,722
32 rue Blanche
Paris, Ile-de-France
75009
France
Attn: Ryan Damon
Title: EVP, General Counsel & Corporate
Secretary
Tel: (33) 1-40-40-22-90
Email: Contact@Criteo.com
22. Chatmeter, Inc. Trade $81,815
225 Broadway
Suite 1700
San Diego, CA 92101
Attn: Kurt Klitzner
Title: VP of Finance
Tel: (619) 795-6262
Email: Finance@chatmeter.com
23. Palo Alto Networks Inc Trade $76,032
3000 Tannery Way
Santa Clara, California 95054
Attn: Jeff True
Title: EVP & General Counsel
Tel: (408) 753-4000
Email: Arremit@Paloaltonetworks.com
24. Sada Systems Inc. Trade $54,628
5250 Lankershim Blvd.
Suite 620
Los Angeles, CA 91601
Attn: Patrick Monaghan
Title: Chief Legal Officer, General Counsel
Tel: (818) 766-2400
Email: legal@sada.com
25. Optimizely Inc. Trade $52,741
631 Howard Street
Suite 100
San Francisco, CA 94105
Attn: Derrick Alesevich
Title: VP Legal
Tel: (800) 252-9480
Email: Accounting@optimizely.com
26. Hootsuite Media Inc Trade $52,500
5 E 8th Ave
Vancouver, BC V5T 1R6
Canada
Attn: Ric Leong
Title: SVP Finance
Email: AR@hootsuite.com
27. Tangocode Inc Trade $52,000
1143 West Rundell Pl
Suite 300
Chicago, Illinois 60607
Attn: Veronica Buitron
Title: Chief Executive Officer
Tel: (312) 546-7203
Email: VBuitron@tangocode.com
28. Insight Global Inc. Trade $51,544
6820 S. Harl Ave.
Tempe, AZ 85283
Attn: Glynis Bryan
Title: Chief Financial Office
Tel: (800) 467-4448
Email: Remittance@Insightglobal.net
29. Amazon Web Services Trade $48,750
410 Terry Avenue North
Seattle, WA 98109-5210
United States
Attn: David Zapolsky
Title: SVP, General Counsel
Tel: (206) 266-1000
30. CSG PRO Trade $44,980
9755 SW Barnes Rd #660
Portland, OR 97225
Attn: Ron Ellis Gaut
Title: President
Tel: (503) 292-0859
Email: Timc@CSGPro.com
RENTPATH HOLDINGS: Files for Chapter 11 with CoStar, Lenders Deal
-----------------------------------------------------------------
RentPath Holdings, Inc., a digital marketing solutions provider to
the multifamily housing industry, on Feb. 11, 2020, announced that
it has entered into an asset purchase agreement under which CSGP
Holdings, LLC, an affiliate of CoStar Group, Inc. has agreed to
acquire RentPath. Concurrently, the Company entered into a
Restructuring Support Agreement supported by holders of more than
75% of first and second lien debt, as well as its private equity
sponsors.
CoStar is a provider of commercial real estate information,
analytics and online marketplaces.
RentPath's operations will continue as normal throughout the sale
process, including ongoing work to increase consumer traffic and
grow the Company's new business segments, such as social
advertising, lead management and reputation management.
RentPath's sites host an average of 14 million unique visitors each
month searching for rental homes. With the funding received as
part of the process, RentPath will continue to invest in marketing
and product development.
"CoStar's interest in RentPath is a testament to the value they see
in what we have created, in our talented team, and in the strong
relationships we have built with our customers," said Marc Lefar,
RentPath's Chief Executive Officer. "Those will be enhanced in the
combined company and we appreciate the support of our customers,
partners, and above all, the continued dedication of our dedicated
team of employees as we enter this next chapter."
"We are very excited for the opportunity to work with the RentPath
team and to continue the company's outstanding service and strong
relationships with the multifamily industry that have been built
over the past 30+ years," said Andrew C. Florance, Founder and
Chief Executive Officer of CoStar Group.
"By combining the companies and further investing in our growing
network of marketplaces, we can better serve millions of customers
by offering the best possible solutions to reach renters."
After exploring a wide range of alternatives to enhance value, the
Company determined this transaction is in the best interest of the
Company and its stakeholders. In accordance with the RSA, RentPath
will be commencing voluntary chapter 11 cases in the United States
Bankruptcy Court for the District of Delaware to facilitate a sale
transaction. CoStar will serve as the "stalking horse bidder" in a
court-supervised auction and sale process.
The proposed transaction with CoStar is subject to higher or
otherwise better offers. If other qualified bids are submitted, the
Company will conduct an auction. CoStar's agreement is subject to,
among other things, Bankruptcy Court approval and certain other
customary conditions. The deadline to submit bids will be set by
the Bankruptcy Court.
The first lien lenders supporting the RSA have provided the Company
with a clear path to emergence from chapter 11 while pursuing
CoStar's bid or any other higher or otherwise better offers by
agreeing to backstop the sale process with a binding credit bid of
their first lien claims. In conjunction with the proposed sale
transaction, RentPath has received a commitment for $74.1 million
in debtor-in-possession financing from its existing lenders, which,
subject to Bankruptcy Court approval, will allow all RentPath sites
and services to operate as usual throughout the sale process. The
Company will continue to invest in technology, marketing sales, and
customer support.
The Company will file a number of customary motions with the
Bankruptcy Court seeking authorization to continue to support
operations throughout the chapter 11 process. These include, among
other things, authority to continue payment of employee wages and
benefits without interruption, payment of critical vendors to
ensure minimal operational disruption, and a motion seeking
approval of the Company's in-court sale and auction process. The
Company intends to pay vendors and suppliers in the ordinary course
throughout the chapter 11 cases.
About RentPath
RentPath is a digital marketing solutions company that empowers
millions nationwide to find apartments and houses for rent.
RentPath Holdings, Inc., and 11 affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-10312) on Feb. 12,
2020.
RentPath Holdings was estimated to have $100 million to $500
million in assets and $500 million to $1 billion in liabilities as
of the bankruptcy filing.
Weil, Gotshal & Manges LLP and Richards Layton & Finger are serving
as legal counsel, Moelis & Company LLC is serving as financial
advisor, and Berkeley Research Group, LLC is serving as
restructuring advisor to RentPath. Prime Clerk LLC is the claims
agent.
RENTPATH HOLDINGS: Has $587.5M Cash Offer from CoStar
-----------------------------------------------------
Richard Martin, CFO of Rentpath Holdings, Inc., explained in court
filings that in 2017 and 2018, a shifting competitive landscape and
increased competition from numerous sources resulted in declining
revenues and necessitated an increase in marketing spend and
promotions to maintain the flow of leads, leaving RentPath with
limited liquidity and at the risk of default under its debt
documents by early 2020. As of the Petition Date, RentPath's
capital structure includes approximately $700 million in funded
debt. In Fiscal 2019, RentPath's cash interest expense totaled
approximately $54.4 million.
Accordingly, in 2019, the Company began its formal review of
strategic alternatives with respect to its capital structure and
diminishing near-term liquidity, exploring various ways to inject
new capital into its business and restructure its debt obligations
with minimal disruption to its day-to-day operations. The Company
began a robust sale process in July 2019.
RentPath Holdings, Inc., et al., report that, after considerable
deliberation, further negotiations, and multiple rounds of
revisions to the terms of CoStar Group's bid, the Company and the
Board, at the recommendation of the Special Committee, determined
that CoStar's bid presented the most value-maximizing transaction
possible through the Prepetition Sale Process and entered into a
stalking horse asset purchase agreement with CSGP Holdings, LLC, an
affiliate of CoStar.
As set forth in the Stalking Horse APA, the stalking horse bid
provides for the going concern sale of substantially all of the
Company's assets for an aggregate purchase price equal to $587.5
million in cash, plus the assumption of certain liabilities.
Prior to the Petition Date, the Debtors also proactively engaged in
constructive negotiations and discussions with an ad hoc committee
of crossholder lenders holding First Lien Claims and Second Lien
Claims, an ad hoc group of lenders holding Second Lien Claims, and
the Company's equity sponsors. Following months of good faith,
arms'-length negotiations with such parties, on February 11, 2020,
the Company executed a restructuring support agreement with:
* lenders holding approximately 72% of First Lien Claims and 45%
of Second Lien Claims (collectively, the "Crossholder Ad Hoc
Committee"),
* an ad hoc group of lenders holding approximately 39% of Second
Lien Claims (the "Second Lien Ad Hoc Committee"), and
* the Company's equity sponsors, Regal Holdco LP (an affiliate
of Providence Equity Partners LLC) and Pittsburgh Holdings, L.P.
(an affiliate of TPG Partners VI, L.P.), each of which own or
control approximately 49.7% of the outstanding equity interests in
RentPath Holdings, Inc. (i.e., in the aggregate, approximately 99%
of RentPath Holdings, Inc.) which directly or indirectly owns or
controls 100% of the equity or membership interests, as applicable,
in the other Debtors.
Pursuant to the RSA, the RSA Parties agreed, as applicable, to vote
in favor of and support confirmation of a chapter 11 plan on the
terms and conditions set forth in the term sheet annexed to the RSA
which contemplates a sale of the Company.
Specifically, the RSA provides for the postpetition continuation of
the Debtors Prepetition Sale Process (together with the
postpetition sale process, the "Sale Process"). Pursuant to the
Sale Process, any and all bids for all or some portion of the
Company's business will be evaluated as a precursor to confirmation
of the Plan. The Sale Process will provide a public and competitive
forum in which the Debtors will seek bids or proposals for
potential transactions that, if representing a higher or otherwise
better value for the Debtors' stakeholders than the Stalking Horse
Bid, will be pursued in lieu of the Stalking Horse Bid.
Importantly, pursuant to the RSA, the Crossholder Ad Hoc Committee
has agreed to backstop the Sale Process by submitting a binding
credit bid of prepetition first lien claims in the amount of $492.7
million. The Credit Bid will serve as a backup bid in the Sale
Process, providing the Debtors with a path to emergence from
chapter 11 while pursuing the Stalking Horse Bid or any other
higher or otherwise better bid.
In furtherance of the Company's objectives during its chapter 11
cases and to address the Company's liquidity constraints, the RSA
provides for a fully-committed, proposed debtor-in-possession
financing package in the approximate amount of $74.1 million to
stabilize operations and provide the Company with much-needed
liquidity, which commitments are backstopped by the Crossholder Ad
Hoc Committee. Such facility will ensure that the Debtors
will continue to operate seamlessly in the ordinary course of
business during these chapter 11 cases with minimal disruption to
the business. Moreover, in the event that the Credit Bid is the
successful bid, the RSA provides for a new money exit financing
package of approximately $71.0 million of new money term loans,
which commitments are backstopped by the Crossholder Ad
Hoc Committee.
The broad support the Debtors have garnered pursuant to the RSA
reflects the consensus among the Debtors' key constituents that the
agreements embodied in the RSA represent real and significant value
for the Debtors, their estates, and all of their stakeholders.
An expeditious resolution of these chapter 11 cases is crucial to
preserving and maximizing value of the Company for the benefit of
all stakeholders. Accordingly, the Company has agreed to, among
others, the following chapter 11 milestones in the RSA, the DIP
Financing documents, and the Stalking Horse APA (subject to the
Court's calendar):
* Commencement of the chapter 11 cases: February 15, 2020
* Entry of interim order approving debtor-in-possession
Financing: February 17, 2020
* Entry of order approving bidding procedures: March 23, 2020
Entry of final order approving debtor-in-possession financing:
March 23, 2020
* Entry of order approving disclosure statement: April 17, 2020
* Commencement of solicitation: 21 days from entry of order
approving disclosure statement
* Entry of order confirming the Plan: 65 days from entry of order
approving disclosure statement
* Outside date under the Stalking Horse APA: August 12, 2020
* DIP maturity date: Earlier of (a) August 31, 2020 and (b) the
effective date under a chapter 11 plan
* Outside effective date
-- If the Credit Bid is the successful bid, the later of (x) 14
days after entry of the order confirming the Plan and (y) August
31, 2020 (with the consent of the Consenting First Lien Creditors)
-- If a third-party bid is the successful bid, the later of (x)
August 31, 2020 and (y) the successful bid outside date.
About RentPath
RentPath is a digital marketing solutions company that empowers
millions nationwide to find apartments and houses for rent.
RentPath Holdings, Inc., and 11 affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-10312) on Feb. 12,
2020.
RentPath Holdings was estimated to have $100 million to $500
million in assets and $500 million to $1 billion in liabilities as
of the bankruptcy filing.
Weil, Gotshal & Manges LLP and Richards Layton & Finger are serving
as legal counsel, Moelis & Company LLC is serving as financial
advisor, and Berkeley Research Group, LLC, is serving as
restructuring advisor to RentPath. Prime Clerk LLC is the claims
agent.
RESTLAND MEMORIAL: Unsecureds Get $1.2K Plus Sale Proceeds in Plan
------------------------------------------------------------------
Restland Memorial Parks, Inc., filed a Third Amended Chapter 11
Small Business Plan and a corresponding Disclosure Statement.
The Debtor will continue to operate its two cemeteries. The
payments to all classes will come from the income generated from
the continued operation.
The Plan proposes to treat claims and interests as follows:
* Class 2 Claim of First Commonwealth Bank. Total claim
$153,783.33. The Debtor will modify First Commonwealth Bank's
secured claim. The modified secured claim will be amortized over 20
years at 6 percent simple interest rate per annum. In the event a
sale of the properties occurs, the First Commonwealth Bank will be
paid with the available funds from the real estate in order of
priority.
* Class 3 Claim of Maiello Brungo Maiello. Total claim $6,837.
The Debtor will modify Maiello Brungo Maiello secured claim. The
modified secured claim will be amortized over 20 years at 6 percent
simple interest rate per annum. In the event a sale of the
Properties occurs, Maiello Brungo Maiello will be paid with the
available funds from the real estate in order of priority.
* Class 4 Claim of William & Barbara Howard. Total claim
$135,190.76. The Debtor will modify the Howards secured claim. The
modified secured claim will be amortized over 15 years at 6 percent
simple interest rate per annum. In the event a Sale of the
Properties occurs, the Howards will be paid with the available
funds from the real estate in order of priority.
* Class 5 Secured Tax Claims. The Debtor will modify the Secured
Tax Claims. The modified secured claims will be amortized over
five years at the requisite interest rate per annum. In the event
a sale of the Properties occurs, the Secured Tax Creditors will be
paid with the rest of the Creditors secured by the real estate in
order of priority.
* Class 6 Claim of Wide Merchant Investment, Inc. Total claim
$40,763. The Debtor will modified Wide Merchant Investment, Inc.'s
secured claim. The modified secured claim will be amortized over
five years at 5 percent simple interest rate per annum. In the
event that a Sale of the Properties occurs, Wide Merchant
Investment will be paid after the administrative claims and secured
mortgage and tax claims, which are secured by the Properties.
* Class 7 Priority Tax Claims. The Allowed Priority Tax Claims
will be paid over 60 months at the requisite post-petition interest
rate of 6% until paid in full. The Priority Tax Claims will be
paid from any remaining proceeds after payment of all the
administrative and secured obligations.
* Class 8 Executory Contracts. This is a secured claim and will
be treated as a secured claim. Any pre-confirmation defaults will
be waived. This is a secured claim and will be paid over 5 years
without interest to the extent it is secured.
* Class 9 General Unsecured Creditors. Allowed unsecured
creditors will receive a pro rata distribution of $1,235.50. In
the event that a sale for the Properties occurs, the allowed Class
9(D) creditors will receive a pro rata distribution of any
remaining proceeds at Closing, after the payment of all
administrative, secured, and priority obligations.
* Class 10 Equity Ownership of the Debtor. The equity ownership
in the Debtor will remain in Mark Lenhert as long as the Debtor
remains operational.
A full-text copy of the Third Amended Disclosure Statement dated
Jan. 31, 2020, is available at https://tinyurl.com/tn6v7ht from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Donald R. Calaiaro, Esquire
CALAIARO VALENCIK
938 Penn Avenue, Suite 501
Pittsburgh, PA 15222-3708
Tel: (412) 232-0930
E-mail: dcalaiaro@c-vlaw.com
About Restland Memorial Parks
Restland Memorial Parks, Inc., offers cemetery pre-need programs.
Restland Memorial Parks sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-24151) on Oct. 24,
2018. At the time of the filing, the Debtor was estimated to have
assets of $1 million to $10 million and liabilities of less than $1
million. The Debtor tapped Donald R. Calaiaro, Esq., at Calaiaro
Valencik as its legal counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
RESTLAND MEMORIAL: Unsecureds to Get Up to 20% in 2nd Amended Plan
------------------------------------------------------------------
Debtor Restland Memorial Parks, Inc. filed a Second Amended Chapter
11 Small Business Plan and a corresponding Disclosure Statement.
The Debtor is proposing to pay unsecured creditors a fixed monthly
payment of $1,235.58. Each unsecured creditor will receive a pro
rata distribution of the payment. If the Debtor is successful in
removing all of the disputed claims, this payment will yield a 20%
dividend to the unsecured creditors. However, if the claims are
allowed, the dividend received will be lower. Objection to claims
notwithstanding, in a chapter 7 liquidation, the unsecured
creditors will not receive any distribution.
The equity ownership in the Debtor shall remain in Mark Lenhert as
long as the Debtor remains operational. The Reorganized Debtor will
have the right to conduct business after confirmation. He shall
have all rights as the sole shareholder until a closing on the Sale
of Properties.
On the Closing Date of the sale, all Equity Interests shall be
deemed to have been cancelled and extinguished. If the sale is
through a stock purchase, all ownership interest in the Debtor will
be transferred to the Successful Bidder per the Sales Agreement.
The holders of equity interests will receive any remaining proceeds
of the sale after all Creditors have been paid. If there is no sale
of the cemeteries within three years of the confirmation, then Mark
Lenhert shall retain ownership of the Debtor.
The Debtor will continue to operate its two cemeteries. The
payments to all classes will come from the income generated from
the continued operation. Beginning on January 2020, the Debtor will
make payments of $5,000 to be held in escrow. These payments will
be used to reduce the IRS administrative tax claim.
Additionally, the Debtor will continue to look for a potential
seller for the Properties. According to the analysis of Johnson
Consulting, the sale of the properties will likely be between
$150,000 and $500,000. This will not be enough to pay all
creditors in full. The proceeds of the sale of real estate will be
distributed at closing, simultaneously, in order of priority.
A full-text copy of the 2nd Amended Disclosure Statement dated
January 21, 2020, is available at https://tinyurl.com/vs5rk2t from
PacerMonitor.com at no charge.
The Debtor is represented by:
Donald R. Calaiaro, Esquire
CALAIARO VALENCIK
938 Penn Ave, Suite 501
Pittsburgh, PA 15222-1621
Tel: (412) 232-0930
About Restland Memorial Parks
Restland Memorial Parks, Inc. offers cemetery pre-need programs.
Restland Memorial Parks sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-24151) on Oct. 24,
2018. At the time of the filing, the Debtor had estimated assets
of $1 million to $10 million and liabilities of less than $1
million. The Debtor tapped Donald R. Calaiaro, Esq., at Calaiaro
Valencik, as its legal counsel.
ROCKIN R INDUSTRIAL: Gets Interim Approval to Use Cash Collateral
-----------------------------------------------------------------
Rockin R Industries, LLC asked the Bankruptcy Court, on an
expedited basis, to authorize use of cash collateral to make
payroll and pay other immediate expenses to continue its business
operations.
Citizens National Bank and Grandview Bank may assert a security
interest in the collateral.
The Debtor said it is willing to provide the secured creditors with
replacement liens pursuant to Section 552 of the Bankruptcy Code in
accordance with their existing priority. A copy of the motion is
available for free at https://is.gd/2PZAby from PacerMonitor.com.
The Court approved the Debtor's request on an interim basis.
Citizens National Bank and Grandview Bank are granted valid and
automatically perfected replacement liens and security interests in
all cash collateral of the Debtor.
A copy of the interim order is available at https://is.gd/4eRtnF
from PacerMonitor.com free of charge.
About Rockin R Industrial
Rockin R Industrial, LLC, based in Cleburne, Texas, is an
industrial maintenance and fabrication company.
Rockin R Industrial, LLC, based in Cleburne, TX, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 20-40191) on Jan. 14, 2020. In
the petition signed by Calvin Rogers, managing member, the Debtor
was estimated to have up to $50,000 in assets and $1 million to $10
million in liabilities. Eric A. Liepins, Esq., at Eric A. Liepins,
P.C., serves as bankruptcy counsel.
ROSEGARDEN HEALTH: PCO Files January Report
-------------------------------------------
Joseph J. Tomaino, the duly appointed Patient Care Ombudsman of the
Rosegarden Health and Rehabilitation Center, LLC, et al., filed
with the U.S. Bankruptcy Court for the District of Connecticut his
ninth interim report on the status of the Debtors' facilities
pursuant to 11 U.S.C. Section 333 (b)(2).
The case involves three independently licensed facilities namely:
1. Bridgeport Health Care Center, which continues in operation.
2. Bridgeport Manor in Bridgeport, Connecticut, which ceased
operations on October 18, 2018.
3. Rosegarden Health and Rehab Center in Waterbury, Connecticut,
which discharged its last resident on September 13, 2018.
No site visits were performed during this reporting period. The
patient care ombudsman received and reviewed weekly reports from
the facility administrator. The PCO also monitored court filings
related to the Chapter 11 Trustee's motion for permission to wind
down and close the facility. He collaborated with Mairead Painter,
the Connecticut State Long Term Care Ombudsman, to facilitate the
telephonic participation in these hearings by interested residents
in the facility, and for several of them to be able to make
statements to the Court.
The PCO's observation of the three facilities:
Bridgeport Manor:
-- No monitoring activity was required at the location as
healthcare services are no longer being delivered there. The PCO
had no inquiries or complaints related to medical record access or
any other issue related to the facility since the last report. The
company providing security services for the vacant building to
ensure safety was replaced with another company.
Rosegarden:
-- No monitoring activity was required at the location as
healthcare services are no longer being delivered there. The PCO
had no inquiries or complaints related to medical record access or
any other issue related to the facility since last report.
Bridgeport Health Care Center:
-- On November 22, 2019, the administrator reported that due
to a corroded heat detector, there was a fire alarm with fire
department response. The detector was replaced.
-- Water filters on all the faucets in the facility are being
replaced as part of the Legionella risk mitigation plan.
-- On December 6, 2019, the administrator reported that
surveyors from the Department of Public Health (DPH) completed the
annual Centers for Medicare and Medicaid Services certification
survey and results are pending. The washing machine went out of
service and an outside laundry vendor was retained until repairs
could be completed.
-- A planned interruption of heat for about five hours was
reported for repairs to be completed. The facility made
accommodations to mitigate the outage.
-- In the December 13, 2019, report, the administrator stated
that a power failure had occurred secondary to an off-campus
automobile accident, and that the emergency backup generator
performed effectively.
-- DPH also conducted a physical plan survey and cited
concerns with oxygen storage,repairs needed in resident rooms, and
doors which need to be replaced.
According to the PCO, there are weekly group support and group
meetings for the residents. Three social workers are available to
meet individually with residents or families. There are also
on-site therapy services available for residents who show signs of
adjustment issues by the psychology service. Ms. Painter agreed to
keep the PCO informed of any issues identified so they could be
incorporated into the PCO report to the Court. In the January 10,
2020 report, the administrator stated that all residents have been
provided with a 60-day notice of involuntary discharge, and that
copies were being mailed to conservators and designated
representatives.
The PCO will continue to visit the facility once per reporting
period and monitor weekly status reports from the administrator.
Considering the Order allowing the Chapter 11 Trustee to wind down
and close the facility, the PCO will coordinate monitoring activity
of the closure with the Connecticut Long Term Care Ombudsman Office
and keep the court informed through the process as applicable.
Further, the PCO will also review the Chapter 11 Trustee's plans
for transfer and storage of medical records consistent with the
responsibilities assigned to him by the Court. The PCO will report
to the Court at the scheduled February 12, 2019 status conference.
A full-text copy of the PCO's Jan. 17 Report is available
at https://tinyurl.com/wkknfze from PacerMonitor.com at no
charge.
About The Rosegarden Health and
Rehabilitation Center LLC
Located in Waterbury, Connecticut, Bridgeport Health Care Center
and The Rosegarden Health and Rehabilitation Center LLC --
http://www.bridgeporthealthcarecenter.com/-- provide long and
short-term nursing care and rehabilitation services. Bridgeport
offers nursing care, Alzheimer's care, rehab/physical therapy,
wound care, dietary, respite care, and hospice care. Rosegarden
services include 24-hour nursing care, APRN on Staff,
short-term/long-term rehab, physical therapy, speech therapy,
occupational therapy, IV therapy/medical/incontinence management,
CPAP/BIPAP/tracheotomy care, podiatry; dental, audiology services,
respiratory care, among others.
Bridgeport Health Care and Rosegarden sought Chapter 11 protection
(Bankr. D. Conn. Case Nos. 18-50488 and 18-30623, respectively) on
April 18, 2018. In the petitions signed by their chief financial
officer, Chaim Stern, Bridgeport estimated assets and liabilities
of less than $50 million, and Rosegarden Health estimated assets
and liabilities of less than $10 million.
The Hon. Julie A. Manning is the case judge.
Richard L. Campbell, Esq., at White and Williams LLP, serves as
the
Debtors' counsel.
William K. Harrington, the United States Trustee for Region 2,
appointed Joseph J. Tomaino as patient care ombudsman in the
cases.
The PCO hired Barbara H. Katz, as counsel.
Jon Newton was appointed Chapter 11 trustee for the Debtors. The
Trustee is represented by Reid and Riege, P.C.
ROSEGARDEN HEALTH: Tomaino Files February Report
------------------------------------------------
Joseph J. Tomaino, the duly appointed Patient Care Ombudsman of the
Rosegarden Health and Rehabilitation Center, LLC, et al., pursuant
to 11 U.S.C. Section 333(b)(2) filed with the U.S. Bankruptcy Court
for the District of Connecticut his interim report dated February
3, 2020.
The case involves three independently licensed facilities in
Bridgeport Health Care Center, Bridgeport Manor in Bridgeport,
Conn., and Rosegarden Health and Rehab Center in Waterbury, Conn.
On September 13, 2018, Rosegarden Health and Rehab Center
discharged its last resident, and Bridgeport Manor ceased
operations on October 18, 2018. Bridgeport Health Care Center
remains in operation.
The focus of the interim report is a series of emails directed to
various regulatory bodies and the facility administration from the
nephew (and co-conservator) of a resident of the facility. There
is also a new issue related to the nephew being issued a "no
trespass" letter by the facility administration.
In response to receipt of these emails, the PCO organized a meeting
at the BHCC facility on January 31, 2020, at 1:00 p.m. Attendees
included the Chapter 11 Trustee (telephonically), the Chief
Operating Officer, the Administrator, the Director of Nursing, the
Nurse Consultant who is an Advanced Practice Registered Nurse, and
Mairead Painter, the Connecticut State Long Term Care Ombudsman.
Findings:
1. The COO presented the rationale for issuing a no trespass
letter to the nephew -- specifically for the violation of an
agreement stated that the person should be accompanied on visits to
the facility and no audio recordings of interactions allowed that
may violate patient privacy regulations.
2. The Nurse Consultant APRN is the designated contact person
for the nephew when he interacts with the facility, reported that
during a recent meeting with the nephew, he admitted to secretly
recording conversations with her. This formed the basis of the
issuance of the "no trespass" letter.
3. The administrator related that the resident was advised of
this action, and at that time the resident related her concerns
about getting to go out with her nephew and also to be able to
continue to get cigarettes from him.
4. Ms. Painter reviewed with facility leadership the
applicable regulations which require the facility to make access to
the resident available to persons she wants to maintain contact
with, although she noted that the person visiting does need to
comply with facility regulations.
5. There followed discussion of how supervised visits during
which the nephew is accompanied could be made available, and that
he would not be permitted to wander the facility without being with
his aunt.
6. The facility leadership felt that this was an acceptable
option and Ms. Painter and the Nurse Consultant APRN made a visit
to the aunt to present this option. During this meeting, the
resident rejected the offer for supervised visits and requested to
be able to go out with her nephew on visits.
7. The facility is preparing communication with the resident's
nephew offering his aunt's preference and how this is proposed to
be implemented. They are also presenting a plan for his continued
participation in care planning and discharge planning for his aunt.
The PCO will continue to visit the facility as needed and monitor
weekly status reports from the administrator. Considering the Order
allowing the Chapter 11 Trustee to Wind Down and Close the
facility, the PCO will coordinate monitoring activity of the
closure with the Connecticut Long Term Care Ombudsman Office and
keep the court informed through the process as applicable. This
monitoring will include the status of the outcome of this
complaint.
A status conference was scheduled February 12, 2020. Consistent
with requirements outlined in Federal Rule of Bankruptcy Procedure,
the PCO will make his next report in 60 days or sooner, if
circumstances warrant.
A full-text copy of the PCO's Feb. 3 Report is available at
https://tinyurl.com/sc8r3fh from PacerMonitor.com at no charge.
About The Rosegarden Health and
Rehabilitation Center LLC
Located in Waterbury, Connecticut, Bridgeport Health Care Center
and The Rosegarden Health and Rehabilitation Center LLC --
http://www.bridgeporthealthcarecenter.com/-- provide long and
short-term nursing care and rehabilitation services. Bridgeport
offers nursing care, Alzheimer's care, rehab/physical therapy,
wound care, dietary, respite care, and hospice care. Rosegarden
services include 24-hour nursing care, APRN on Staff,
short-term/long-term rehab, physical therapy, speech therapy,
occupational therapy, IV therapy/medical/incontinence management,
CPAP/BIPAP/tracheotomy care, podiatry; dental, audiology services,
respiratory care, among others.
Bridgeport Health Care and Rosegarden sought Chapter 11 protection
(Bankr. D. Conn. Case Nos. 18-50488 and 18-30623, respectively) on
April 18, 2018. In the petitions signed by their chief financial
officer, Chaim Stern, Bridgeport estimated assets and liabilities
of less than $50 million, and Rosegarden Health estimated assets
and liabilities of less than $10 million.
The Hon. Julie A. Manning is the case judge.
Richard L. Campbell, Esq., at White and Williams LLP, serves as the
Debtors' counsel.
William K. Harrington, the United States Trustee for Region 2,
appointed Joseph J. Tomaino as patient care ombudsman in the cases.
The PCO hired Barbara H. Katz, as counsel.
Jon Newton was appointed Chapter 11 trustee for the Debtors. The
Trustee is represented by Reid and Riege, P.C.
SCOOBEEZ INC: Exclusivity Period Extended to Feb. 28
----------------------------------------------------
Judge Julia Brand of the U.S. Bankruptcy Court for the Central
District of California extended to Feb. 28 the period during which
only Scoobeez, Inc. and its affiliates can file a Chapter 11 plan
of reorganization.
The companies can solicit acceptances for the plan until April 30.
About Scoobeez Inc.
Scoobeez Inc. -- https://www.scoobeez.com -- operates an on demand
door-to-door logistics and real time delivery service company. It
offers messaging, same day and preferred deliveries, and courier
services.
Scoobeez and its affiliates, Scoobeez Global Inc. and Scoobur LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Calif. Lead Case No. 19-14989) on April 30, 2019. Judge Julia
W. Brand oversees the cases.
At the time of the filing, Scoobeez had estimated assets and
liabilities of between $10 million and $50 million while Scoobur
had estimated assets and liabilities of less than $50,000.
Menawhile, Scoobeez Global disclosed $6,274,654 in assets and
$7,886,579 in liabilities.
Foley & Lardner LLP is the Debtors' bankruptcy counsel. Conway
Mackenzie, Inc., is the Debtors' financial advisor.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on May 20, 2019. The committee retained Levene, Neale,
Bender, Yoo & Brill LLP as its counsel.
SCOTTSDALE PET SUITE: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Scottsdale Pet Suite, LLC.
About Scottsdale Pet Suite
Scottsdale Pet Suite, LLC, which conducts business under the name
Scottsdale Doggie Suites, filed a voluntary Chapter 11 petition
(Bankr. D. Ariz. Case No. 20-00020) on January 2, 2020. At the time
of the filing, the Debtor listed under $1 million in both assets
and liabilities. Judge Daniel P. Collins oversees the case. The
Debtor is represented by James F. Kahn, Esq., and Krystal M. Ahart,
Esq., at Kahn & Ahart, PLLC, Bankruptcy Legal Center.
SHERIDAN HOLDING: Exclusivity Period Extended to July 13
--------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas granted Sheridan Holding Company II, LLC and its
affiliated debtors an extension of their exclusive periods to file
and solicit acceptances for their Chapter 11 plan of reorganization
to July 13 and Sept. 9, respectively.
About Sheridan Holding Company II
Sheridan Holding Company II LLC--http://www.sheridanproduction.com/
-- is an independent oil and natural gas company with production
and development activities in the Rocky Mountains, West Texas, and
New Mexico.
Sheridan and its debtor-affiliates comprise one of three private
placement oil and gas investment funds in the Sheridan group, all
under the common management of non-debtor Sheridan Production
Partners Manager, LLC.
The Debtors' assets are primarily mature producing properties with
long-lived production, relatively shallow decline curves, and
lower-risk development opportunities.
Sheridan Holding Company II, LLC, and certain affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35198) on Sept.
15, 2019, to seek confirmation of a prepackaged plan of
reorganization that would reduce debt by $900 million.
The Debtors are estimated to have $100 million to $500 million in
assets and at least $1 billion in liabilities as of the bankruptcy
filing.
The Hon. Marvin Isgur is the case judge.
The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel; Jackson Walker L.L.P. as local bankruptcy counsel;
Evercore Group L.L.C. as investment banker; and AlixPartners, LLP
as restructuring advisor. Prime Clerk LLC is the claims agent.
SHOPPINGTOWN MALL NY: Plan Solicitation Period Extended to April 9
------------------------------------------------------------------
Judge Carlota Bohm of the U.S. Bankruptcy Court for the Western
District of Pennsylvania extended to April 9 the period for
Shoppingtown Mall NY LLC to solicit acceptances for its Chapter 11
plan of reorganization.
The company's current exclusive filing period expired on Feb. 11.
About Shoppingtown Mall NY
Shoppingtown Mall NY LLC classifies its business as single asset
real estate (as defined in 11 U.S.C. Section 101(51B)).
Shoppingtown Mall NY sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23178) on Aug. 13,
2019. At the time of the filing, the Debtor was estimated to have
assets of between $1 million and $10 million, and liabilities of
between $10 million and $50 million. The case is assigned to Judge
Carlota M. Bohm. Bernstein-Burkley, P.C., is the Debtor's
counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
SOUTHERN LIVING: Rockhall Funding to Pay Off Claims
---------------------------------------------------
Southern Living of Burnsville NC, LLC, filed a reorganization
plan.
The Debtor filed a Chapter 11 case due to the judgment by North
State Bank and appointment of a receiver.
The Plan provides for payments to creditors of the Debtor. The
Debtor believes that any alternative to confirmation of the Plan,
such as liquidation, would result in significant delays,
litigation, job loss and/or impaired recoveries.
The Plan contemplates the reorganization and ongoing business
operations of Debtor and the resolution of the outstanding claims
against and interests in Debtor pursuant to Sections 1129(b) and
1123 of the Bankruptcy Code.
The Plan proposes to treat claims as follows:
* Class 1 Secured Claim of North State Bank. IMPAIRED. Amount
of claim $806,332.58. The Debtor will pay the Allowed Class 1
Secured Claim to North State in full (i.e. a balloon payment) on
the earlier of (i) the closing of the exit funding transaction with
Rockhall Funding or other lender ("Funding Transaction") or (ii)
April 31, 2020 (the "Class 1 Maturity Date"). Interest shall accrue
on the principal balance of the Class 1 Secured Claim at the rate
of 8 percent per annum.
* Class 2 Secured or Priority Tax Claim of the Internal Revenue
Service. IMPAIRED. Class 2 IRS Tax Claim of $71,336.71 will be
paid pursuant to Class 2, and the IRS general unsecured tax claim
in the amount of $4,499.46 is specifically classified as and will
be paid as a General Unsecured Class 3 claim. The Debtor will pay
the Allowed Class 2 IRS Tax Claim (i.e. $71,336.71) on the later of
(i) the closing of the Funding Transaction or (ii) April 30, 2020.
Interest will accrue on the principal amount due from the Effective
Date at the annual rate of 3% or such lesser rate as (i) agreed to
by the IRS or (ii) indicated on the applicable IRS proof of claim.
* Class 3 General Unsecured Claims. IMPAIRED. Total claim
$449,602. The Debtor will pay the General Unsecured Creditors all
remaining proceeds of the Funding Transaction less (x) the Class 1
Secured Claim, (y) the Class 2 IRS Tax Claim, and (z) all
reasonable and customary closing costs on the earlier of (i) the
closing of the Funding Transaction or (ii) April 30, 2020.
The source of funds for the payments pursuant to the Plan is the
exit funding provided by Rockhall Funding.
A full-text copy of the Disclosure Statement dated Jan. 31, 2020,
is available at https://tinyurl.com/rrsyzlk from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Cameron M. McCord
Jones & Walden, LLC
21 Eighth Street, NE
Atlanta, Georgia 30309
Tel: (404) 564-9300
About Southern Living for Seniors
Southern Living for Seniors of Burnsville NC, LLC, owns and
operates an assisted living facility.
Based in Dallas, Ga., Southern Living for Seniors of Burnsville NC,
LLC, filed a petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 19-42896) on Dec. 14, 2019. In the
petition signed by Kenneth Mark Simons, member and manager, the
Debtor estimated $50,000 in assets and $1 million to $10 million in
liabilities. Cameron M. McCord, Esq., at Jones & Walden, LLC,
represents the Debtor as counsel.
STEM HOLDINGS: Soldinger Replaces Marcum as Accountants
-------------------------------------------------------
The Audit Committee of the Board of Directors of Stem Holdings,
Inc. approved the dismissal of Marcum LLP as the Company's
independent registered public accounting firm, effective Feb. 1,
2020, and the Company notified Marcum of such dismissal. Marcum
did not issue any audit report on the Company's financial
statements nor did Marcum complete any review of the Company's
interim period financial statements.
On Feb. 1, 2020, the Audit Committee approved the appointment of LJ
Soldinger Associates, LLC to serve as the Company's independent
registered public accounting firm. Soldinger had served as the
Company's independent registered public accounting firm from
January 2017 until September 2019. Other than during the period
that Soldinger served as the Company's independent registered
public accounting firm during the Company's two most recent fiscal
years and the subsequent interim periods through Feb. 1, 2020, the
Company did not consult Soldinger with respect to any of the
matters or events listed in Regulation SK Item 304 (a)(2).
From the Sept. 24 2019, Engagement Date through the Effective Date,
there were no disagreements or reportable events between the
Company and Marcum on matters of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements or reportable events, if not
resolved to the satisfaction of Marcum, would have given rise to a
disagreement.
During Marcum's tenure, Company's management was informed by Marcum
that procedures performed in the course of its ongoing audit had
identified material weaknesses in the internal controls over
financial reporting, primarily as it relates to the Company's
ability to properly record complex equity and debt transactions and
account for business acquisitions, variable interest entities and
joint ventures. Marcum also requested that the Company's
management perform an analysis of the effect of certain adjustments
to financial statements previously issued by the Company. At the
time of Marcum's dismissal, the Company's management had not yet
completed its evaluation on a quantitative or qualitative basis as
to whether or not the previously filed June 30, 2019 Form 10Q,
March 31, 2019 Form 10Q, Dec. 31, 2018 Form 10Q and Sept. 30, 2018
Form 10K can be relied upon, and therefore these matters were not
resolved prior to Marcum's dismissal.
About Stem Holdings
Headquartered in Boca Raton, Florida, Stem Holdings, Inc. --
http://www.stemholdings.com/-- is a multi state operator,
vertically integrated cannabis company with state-of-the-art,
growing, cultivation, processing, extraction, retail, and
distribution operations. Stem markets its 14 brands through its
own retail cannabis properties and to other recognized cannabis
operators.
Stem incurred a net loss of $7.86 million for the fiscal year ended
Sept. 30, 2018, compared to a net loss of $2.75 million for the
fiscal year ended Sept. 30, 2017. As of June 30, 2019, Stem
Holdings had $40.80 million in total assets, $5.70 million in total
liabilities, and $35.10 million in total equity.
LJ Soldinger Associates, LLC, in Deer Park, IL, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated Jan. 14, 2019, on the Company's consolidated financial
statements for the year ended Sept. 30, 2018, citing that the
Company and its affiliates, in the upcoming year, are expected to
start engaging in the production and sale of cannabis and related
products, an activity that is illegal under United States Federal
law for any purpose, by way of Title II of the Comprehensive Drug
Abuse Prevention and Control Act of 1970, otherwise known as the
Controlled Substances Act of 1970. This fact raises substantial
doubt as to the Company's ability to continue as a going concern.
STERICYCLE INC.: Fitch Affirms LT IDR at 'BB', Outlook Negative
---------------------------------------------------------------
Fitch Ratings has affirmed Stericycle, Inc.'s Long-Term Issuer
Default Rating at 'BB'. The Rating Outlook remains Negative. In
addition, Fitch has affirmed SRCL's senior unsecured notes at 'BB+'
and revised the recovery rating to 'RR2' from 'RR3'. This action
follows the company's announcement that it had entered an agreement
to divest of its environmental solutions business for $463 million,
and that it had completed the divestiture of Chilean operations for
$31 million in the fourth quarter of 2019. The net proceeds will be
used to repay debt and should support deleveraging in the
business.
KEY RATING DRIVERS
Negative Outlook Unchanged: Fitch views the announced transaction
as credit positive given expectations that the proceeds will be
used for debt repayment; however, the Outlook remains Negative
given the risk of continuing weakness in operating results and
execution risk associated with its business transformation program.
There are early indications that small quantity discounting is
stabilizing though Fitch seeks further clarity in operating
improvements and execution successes prior to revising the
Outlook.
Margin Risks Remain: Profitability improvement is key to SRCL's
credit profile and heavily dependent on more stable small quantity
pricing conditions, successful cost saving initiatives, and its
ability to mitigate recycled commodity price pressures. While the
divestitures will have a positive impact on EBITDA margins, many of
the key risks to profitability remain. The company is in the midst
of progressing through cost-saving initiatives though
underperformance, cost overruns or additional legal charges could
continue to pressure FCF generation. Currently, Fitch anticipates a
notable step down in 2019 EBITDA margins to about 17%, down from
the prior year of 22%.
Leverage Peaks in 2019: Fitch assumes capital priorities will be
unchanged following the divestiture, considering the company's
previously noted intentions to deleverage and divest of non-core
operations. Net proceeds from the divestitures are expected to be
used for debt repayment, deleveraging the business below 5.0x on a
pro forma basis, compared with an estimated mid-5.0x as of YE 2019.
The transaction should provide headroom within its leverage
covenant, which was tight as of Sept. 30, 2019. Leverage has been
elevated following the acquisition of Shred-It in 2015, pricing
pressure in the small quantity end markets, and large legal
settlements that the company paid in 2018.
New Leadership Team: Much of SRCL's management team and Board of
Directors have changed over the last two years. The company
appointed ex-UPS executive Cindy Miller as CEO in May 2019 and
appointed a new CFO in June 2019. SRCL also made changes in other
key leadership positions. Miller has experience leading a $3
billion organization for UPS, but has a relatively short tenure at
SRCL, having joined as the President and COO in October 2018. The
company initiated a large restructuring program in 2017, which is
unchanged under the new management team; however, strategic changes
may occur as the new team gains its footing.
Established Market Position: SRCL holds the top or a leading market
position in many of its end markets, including medical waste, paper
shredding and recall services. Its competitive position is
supported by its broad network of complementary services,
regulatory know-how and established reputation. Despite its leading
position, competition is often local, where small competitors may
compete on price. Recent pressure in the small quantity customer
segment highlights these concerns.
Core Business Cyclicality: SRCL has historically benefitted from a
high degree of demand stability in its core operations and should
continue to do so, provided the small quantity market conditions
stabilize as expected in 2019. The company benefits from steady
demand dynamics associated with medical waste production, which is
broadly regulated. The company's recent and announced divestitures
should further improve stability of the company though it retains
the volatile recall business.
Financial Flexibility: SRCL's flexibility will continue to be weak
in 2019, weighed by weak operating performance and the high costs
associated with ERP system implementation. This investment is
expected to continue through the intermediate term, but at a
declining rate, and would support higher levels of FCF generation
longer term.
Ratings Notching: The 'BB+'/'RR2' rating on SRCL's senior unsecured
notes reflects the absence of secured debt and good recovery
prospects in a distressed scenario and debt repayment from
divestiture proceeds. The one-notch uplift from the company's
Long-Term IDR reflects Fitch's notching criteria for issuers with
IDRs in the 'BB' category.
DERIVATION SUMMARY
SRCL's ratings consider the company's top market positions in most
of its core and non-core markets, and weak but improving
profitability and leverage. These considerations are weighed
against near- to intermediate-term execution risks that could
challenge improvement in these metrics. While SRCL does not have
substantial direct peers, Fitch compares the company to the large
municipal solid waste firms Waste Management (WM; BBB+), Waste
Connections (WCN; BBB+) and Republic Services (RSG; BBB). Compared
to these firms, SRCL carries notably higher leverage with adjusted
debt/EBITDAR approaching 5.5x in 2019 versus approximately 3.0x for
RSG and mid-2.0x for WCN and WM (pro forma for the Advanced
Disposal acquisition). Fitch estimates FCF margins will improve
though could remain pressured for an extended period. WM and RSG
generate FCF margins in the mid-single-digits, while WCN leads with
margins above 10%.
KEY ASSUMPTIONS
-- Revenue growth declines by a mid-single-digit rate in 2019
reflecting declines in small quantity and recycled paper prices,
lower recall events and divestitures. Organic growth improves in
the intermediate term;
-- EBITDA margin falls to about 17% in 2019 before restructuring
actions and slow organic growth drives improvement in the following
years;
-- FCF is primarily used for debt repayment in the next two
years;
-- The divestiture of Environmental Solutions occurs in early
2020;
-- No unfavorable and material legal developments.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Strong business transformation performance, deleveraging
divestitures and/or a dedicated financial policy leads to
maintaining adjusted debt/ EBITDAR sustained below 4.25x.
- FCF margin sustainably above the mid-single-digits.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Beyond the near term, continued margin pressures or a less
conservative financial policy leads to maintaining adjusted
debt/EBITDAR above 5.0x.
- EBITDA and/or FCF margin sustained below the mid-teens and
below the mid-single-digits, respectively.
- Substantial strategic changes under the new leadership team
lead to a deterioration in its credit profile.
LIQUIDITY AND DEBT STRUCTURE
As of Sept. 30, 2019, SRCL's liquidity was approximately $463
million and consisted of $31 million of cash and $432 million of
availability under its $1.2 billion revolving credit facility,
after considering borrowings and letters of credit. Fitch estimates
FCF will be negatively impacted in 2019 by high costs associated
with its ERP implementation and weak operating results. The
company's revolver and term loans mature first in 2022 with annual
repayments of $66 million.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch has made no material adjustments that are not disclosed
within the company's public filings.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3 - ESG issues are credit
neutral or have only a minimal impact on the entity, either due to
their nature or the way in which they are being managed by the
entity.
STONE OAK MEMORY: Court Grants Interim Approval on Cash Access
--------------------------------------------------------------
Judge Ronald B. King authorized Stone Oak Memory Care, LLC to use
cash collateral on an interim basis.
The Court ruled that:
(a) the Debtor shall maintain DIP accounts at Wells Fargo, and
shall not use said funds except as provided for in the budget.
(b) the pre-petition lender is granted, effective as of the
Petition Date, valid, binding, enforceable, and automatically
perfected liens in all property and assets of the Debtor as
adequate protection for any diminution in value of each of the
pre-petition lender's interest in the Debtor's collateral.
(c) as additional partial adequate protection, to the extent of
any diminution in value and a failure of the other adequate
protection under this order, the pre-petition lender will have an
allowed priority administrative expense claim against the Debtor
pursuant to Sections 503(b) and 507(b) of the Bankruptcy Code.
A copy of the interim order is available free of charge at
https://is.gd/CB8KSB from PacerMonitor.com.
A continued hearing on the motion is scheduled on February 20, 2020
at 10 a.m. Central time. Objections must be filed on or before 5
pm. Central time on February 14, 2020.
About Stone Oak Memory Care
Stone Oak Memory Care, LLC, d/b/a Autumn Leaves of Stone Oak, owns
and operates an adult memory care facility in Dallas, Texas.
Stone Oak Memory Care sought Chapter 11 protection (Bankr. W.D.
Tex. Case No. 19-52375) on Sept. 30, 2019 in San Antonio, Texas.
The petition was signed by Darryl Freling, Pres. of MedProperties
Stone Oak Mgr, LL. As of the Petition Date, the Debtor was
estimated to have $1 million to $10 million in assets and
liabilities. Judge Ronald B. King oversees the Debtor's case. The
LAW OFFICES OF RAY BATTAGLIA, PLLC, is counsel to the Debtor. HMP
Advisory Holdings, LLC d/b/a Harney Partners, is the financial
advisor.
TENDER LOVING HOME: Unsecureds Get 21% in 5.5 Years in Plan
-----------------------------------------------------------
Tender Loving Home Health Care, Inc., is proposing a Plan of
Reorganization.
The Debtor's income has stabilized and can now fund a Plan with
income from the home health care business.
The Plan treats claims as follows:
* Class 2 Nissan Motor Acceptance Corporation. Amount of claim
$26,132.49. Beginning on the Plan Effective Date, the Debtor will
commence making payments 1/24th of the restricted balance due to
Nissan Motor Acceptance Corporation. The Debtor will continue
making these payments to Nissan until the completion date of May
28, 2022.
* Class 3 Nissan Motor Acceptance Corporation. The Debtor will
initiate a Sec. 506 action against Nissan to determine the debt as
unsecured. The debt related to this vehicle will be paid with the
other general unsecured creditors.
* Class 4 Executory Contracts. The Debtor assumes the following
executory contracts:
A. Lease for 2015 Nissan Murano with Nissan Motor Acceptance
Corporation.
B. Lease with Nissan for the use of a 2018 Nissan Murano, the
lease was a 36 month lease which was scheduled to terminate in
February of 2021. The monthly payment is approximately $665 per
month
C. Lease of office space with Integrity Office Group
Associates, L.P. for $4,065 per month until April 30, 2020.
Beginning May 1, 2020, the monthly rent is increased to $4,148
until the end of the lease.
D. Lease with Rocky Hill Properties, LLC for the group home
located at 22 Mark Drive, Delmont, Pennsylvania 15626 at $1,970 per
month.
E. Lease with Rocky Hill Properties, LLC for the group home
located at 5321 Rocky Hill Lane, Murraysville, Pennsylvania 15668
at $2,750 per month.
F. Lease with Dale Peto for the group home located at 201
Dorothy Drive, Penn Hills, Pennsylvania 15235 at $1,275 per month
until April 30, 2020. From May 1, 2020 through April 30, 2021, the
rent is set to increase to $1,300 per month. The rent will then
increase beginning on May 1, 2021 through the end of the lease to
$1,325.00/month.
G. Lease with Daisy Property Holdings, LLC for the group home
located at 941 Greenfield Avenue, Pittsburgh, Pennsylvania 15217
for $3,600.00/month.
H. Lease with Shawn Mehdian for the group home located at 81
Highland Avenue, Pittsburgh, Pennsylvania 15205 for
$1,300.00/month.
I. Lease with Galasso Real Estate Services, Inc. for the
group home located at 843 Rocklyn Drive, Pittsburgh, Pennsylvania
15205 for $1,550.00/month.
* Class 6 General Unsecured Creditors. Total claim $570,395.51.
The unsecured creditors' class will receive a dividend of
approximately 21%, or $120,000 over 66 months. During the first 12
months, the Debtor will pay the unsecured creditors a fixed payment
of $1,000 per month. Beginning month 13, the Debtor will increase
its monthly payments to $2,000 per month.
The Debtor receives most of its revenue from the Commonwealth of
Pennsylvania. The amount of weekly revenue depends on the patient
and its needs. As of the time of filing this Plan, the total
approximate weekly revenue the Debtor receives is $42,000. This is
a monthly revenue of $168,000.
A full-text copy of the Disclosure Statement dated Jan. 31, 2020,
is available at https://tinyurl.com/ro8e4an from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
938 Penn Avenue, Suite 501
Pittsburgh, PA 15222-1621
(412) 232-0930
dcalaiaro@c-vlaw.com
About Tender Loving Home Health Care
Tender Loving Home Health Care, Inc., operates a home health care
business in which the majority of the revenue comes from operating
group homes for individuals who need assisted living.
It previously sought bankruptcy protection on Oct. 14, 2015 (Bankr.
W.D. Pa. Case No. 15-23759).
Tender Loving Home Health Care again filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa.
Case No. 19-22486) on June 21, 2019. In the petition signed by
Reid A. Bromwell, chairman of the Board of Directors, the Debtor
was estimated to have $100,000 to $500,000 in assets and $1 million
to $10 million in liabilities. The case is assigned to Judge
Gregory L. Taddonio. Donald R. Calaiaro, Esq., at Calaiaro
Valencik, is the Debtor's counsel.
TEXAS ROADRUNNER: $50K Sale of 3 Pacer Trailers to A & A Approved
-----------------------------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Texas Roadrunner Express, LLC's 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.
A hearing on the Motion was held on Jan. 29, 2020 at 2:30 p.m.
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.
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.
TH REMODELING: Unsecureds Recover 12% in Plan
---------------------------------------------
TH REMODELING & RENOVATIONS, INC., filed a proposed Plan of
Reorganization.
Class 9 allowed claims of prepetition unsecured creditors,
prepetition secured creditors to the extent that the Court finds
the same unsecured in whole or in part in accordance with 11 U.S.C.
Sec. 506, subject to an allowance of their claims by the Court,
will be paid in cash, an amount equal to 12 percent of the allowed
amount of such creditors' claim payable as follows: 2 percent in
cash (the "initial payment" date), upon the Effective Date of the
Plan; and 2 percent on the next five anniversary dates. Each
annual payment shall be approximately $16,183. The claims in this
class total approximately $809,150. This class is impaired and its
vote will be solicited.
The funds necessary for the satisfaction of creditors' claims will
be generated from revenues received in the ordinary course of the
Debtor's business operations. The funds necessary to satisfy
creditor obligations for ongoing secured and priority debts is as
follows:
* Class 2 - NYBDC LDC $1,531 per month;
* Class 3 - ESCDC $1,405 per month;
* Class 4 - SBA $1,229 per month;
* Class 5 - IRS $440 per month (secured); $3,035 per month
(priority);
* Class 6 - NYS $179 per month (secured); $63.31 per month
(priority);
* Class 7 - Ford $604 per month;
* Class 8 - NYS DOL $56 per month;
* Class 9 - Unsecured claims $1,349 per month;
Distributions necessary to creditors in Classes 2, 3, 4, 5, 6, 8,
and 9 will require a monthly reserve of approximately $9,300 over
the life of the Plan.
A full-text copy of the Disclosure Statement dated Jan. 31, 2020,
is available at https://tinyurl.com/t242342 from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Andrea B. Malin, Esq.
Michelle L. Trier, Esq.
GENOVA & MALIN
Hampton Business Center
1136 Route 9
Wappingers Falls, New York 12590
Tel: (845) 298-1600
About TH Remodeling & Renovations
TH Remodeling & Renovations -- https://thremodeling.com/ -- builds
and renovates all types of properties from private homes to
manufacturing facilities and commercial buildings. The company
provides every service property owners need, including roofing,
siding, gutter systems, decks & porches, windows & doors, additions
and sunrooms.
TH Remodeling & Renovations filed a petition under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-35919) on May
31, 2019. In the petition signed by Thomas Hazard, president, the
Debtor disclosed $524,027 in assets and $1,551,506 in liabilities.
Michelle L. Trier, Esq., at Genova & Malin, is the Debtor's
counsel.
THOMAS HEALTH: Seeks to Use Bond Trustee's Cash Collateral
----------------------------------------------------------
Thomas Health System, Inc., and debtor affiliates asked the
Bankruptcy Court to authorize use of cash collateral in the
ordinary course of the Debtors' business.
The Debtors seek to use cash collateral for the interim period
effective nunc pro tunc from the Petition Date, January 10, 2020,
through any final hearing date and in addition to or pursuant to
subsequent proposed budgets to be filed with the Court.
Pursuant to a Master Trust Indenture dated as of June 1, 2008,
between Thomas Memorial Hospital Association and Charleston
Hospital, Inc., d/b/a Saint Francis Hospital and the non-debtor
Thomas Memorial Hospital Foundation, and United Bank, Inc., as
Master Trustee (as supplemented and amended from time to time), and
that certain Bond Trust Indenture dated as of June 1, 2008, the
West Virginia Hospital Finance Authority issued $148,920,000 in
Hospital Revenue Improvement Bonds (Thomas Health System, Inc.)
Series 2008.
UMB Bank replaced United Bank, Inc. as the Master Trustee on or
about August 16, 2018. As of the Petition Date, there was
approximately $137,910,000 million in principal amount outstanding
on the bonds.
The Debtors propose to provide the Bond Trustee adequate protection
in the form of replacement liens on the Debtors' assets, solely to
the extent of any diminution in the value from the Petition Date of
the bond trustee's interest in pre-petition collateral resulting
from the post-petition use of the pre-petition collateral and the
cash collateral, or the imposition of the automatic stay.
The Debtors further propose to grant the bond trustee, subject to
the carve out, a super-priority administrative expense claim
pursuant to Section 507(b) of the Bankruptcy Code to the extent of
any diminution in value and to the extent the adequate protection
liens are later proven to be inadequate.
A copy of the motion is available for free at https://is.gd/ZAdMA3
from PacerMonitor.com.
About Thomas Health System
Thomas Health System, Inc., is a non-stock, non-profit corporation
incorporated under the laws of the State of West Virginia. Formed
in 2006, Thomas Health System is the consolidated parent entity and
holding company whose primary function is to serve as the
controlling body of the affiliated debtors. Thomas Health System
and its affiliated debtors collectively form a 391-bed hospital
system that employs nearly 1,700 individuals and an estimated 250
clinicians.
Thomas Health System sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 20-20007) on Jan.
10, 2020. At the time of the filing, Thomas Health System had
estimated assets of between $1 million and $10 million and
liabilities of between $100 million and $500 million.
Judge Frank W. Volk oversees the case.
The Debtors tapped Whiteford, Taylor & Preston, LLP as bankruptcy
counsel; Frost Brown Todd LLC as local counsel; Force Ten Partners,
LLC, as financial advisor; Splic Capital Advisors, LLC and Solic
Capital, LLC as investment banker; and Omni Management Group as
claims, notice and solicitation agent.
TOUCH OF HEAVEN: U.S. Trustee Responds to Cash Collateral Motion
----------------------------------------------------------------
Andrew R. Vara, United States Trustee for Region 9, seeks to
clarify whether the tithes and offerings collected by Touch of
Heaven Ministries, Inc., after the Petition Date constitute the
cash collateral of lender Herring Bank.
According to the U.S. Trustee, a prepetition security interest does
not extend to property acquired post-petition by the Debtor under
Section 552 (a) of the Bankruptcy Code. The Trustee understands
that tithes and offerings constitute the Debtor's sole source of
cash.
With respect to the Debtor's proposed adequate protection, the U.S.
Trustee pointed out that Herring Bank is only entitled to receive
adequate protection to the extent of any diminution in the value of
its collateral, and that any adequate protection payments approved
by the Court, at a minimum, should be provisional pending a
determination of the value of Herring Bank's collateral.
The U.S. Trustee asked the Court to enter an order consistent with
the said response. A copy of the U.S. Trustee's response is
available for free at https://is.gd/vhCMOA from PacerMonitor.com.
About Touch of Heaven Ministries
Touch of Heaven Ministries, Inc., based in Akron, OH, filed a
Chapter 11 petition (Bankr. N.D. Ohio Case No. 19-53062) on Dec.
31, 2019. In the petition signed by Godess Clemons, chairwoman,
Board of Directors, the Debtor disclosed $1,517,368 in assets and
$1,688,729 in liabilities. The Debtor hired Bates and Hausen, LLC,
as counsel.
TOUCH OF HEAVEN:Seeks OK to Use Cash Collateral, Amends Cash Motion
-------------------------------------------------------------------
Touch of Heaven Ministries, Inc., asked the Bankruptcy Court to
authorize use, on a preliminary and interim basis, cash collateral
in which Herring Bank, as lender, has interest, to allow Debtor to
continue paying its operating expenses.
The current balance owed on the Herring Bank pre-petition loan is
approximately $836,154.74, secured by an interest in the Debtor’s
goods, materials, supplies, tools, books, records, chattels,
furniture, fixtures, equipment, machinery, all deposit accounts,
cash and cash equivalents, including tithes and/or offerings.
Herring also recorded a mortgage on Debtor’s church building in
Akron, Ohio. A copy of the motion is available for free at
https://is.gd/IbTzaB from PacerMonitor.com
Thereafter, the Debtor filed an amended motion specifying that it
seeks to use on an interim basis (pending entry of a final order),
cash received from its donations to pay for operating expenses.
The Debtor also sought therein interim access to tithes and
offerings received post-petition.
According to the Debtor, the mortgage granted to Herring Bank in
the Debtor's property satisfies the requirements of adequate
protection under Sections 361 and 363(e) of the Bankruptcy Code.
However, if Herring Bank believes that adequate protection payments
are necessary, the Debtor said it is willing to work with Herring
Bank to determine the monthly payments for adequate protection.
The monthly budget provides for $20,449.67 in total expenses,
including $4,123.37 in utilities expense.
A copy of the amended motion filed on Jan. 28, 2020 is available at
https://is.gd/zL0Yy6 from PacerMonitor.com free of charge.
About Touch of Heaven
Ministries
Touch of Heaven Ministries, Inc., based in Akron, OH, filed a
Chapter 11 petition (Bankr. N.D. Ohio Case No. 19-53062) on Dec.
31, 2019. The Hon. Alan M. Koschik is the presiding judge.
Charles Tyler, Esq., serves as bankruptcy counsel to the Debtor.
In the petition signed by Godess Clemons, chairwoman, Board of
Directors, the Debtor disclosed $1,517,368 in assets and $1,688,729
in liabilities. The Debtor hired Bates and Hausen, LLC, as
counsel.
TURIN AVIATION: March 26 Moecker Auction of Provost N300LT Approved
-------------------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida authorized the bidding procedures of The
Turin Aviation Group, LLC in connection with its auction sale of
its 1970 BAC Jet Provost MK5A, Serial No. XW354, Tail No. N300LT,
to the highest bidder.
A hearing on the Motion was held on Jan. 21, 2020.
The Court will enter a separate order as it relates to the
employment and compensation of the auction company.
The Debtor is authorized to sell the Jet Provost via an auction
with Moecker Auctions, Inc. pursuant to the terms of the Auction
Agreement on March 26, 2020.
The sale of the Provost N300LT will be free and clear of all liens
with the liens of secured creditors attaching to the proceeds of
the sale. An order approving the auction sale will not be
necessary given the Order.
The Debtor's counsel will deposit the proceeds into a non-IOTA
interest bearing escrow account pending further order of the Court.
About Turin Aviation Group
Turin Aviation Group is a family of Companies that include Falcon
Aircraft Services, Vintage Aero, Inc., and the newly established
Turin Advance Concepts
Turin Aviation Group, LLC, filed a Voluntary Petition for Relief
under Chapter II of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
19-01890) on March 6, 2019. The Debtor was estimated to have
$500,001 to $1 million in assets and $100,001 to $500,000 in
liabilities. The Debtor tapped Johnson Pope Bokor Ruppel & Burns,
LLP, as its legal counsel.
USA GYMNASTICS: Has Exclusive Right to File Plan Until April 3
--------------------------------------------------------------
Judge Robyn Moberly of the U.S. Bankruptcy Court for the Southern
District of Indiana extended USA Gymnastics' exclusive period to
file a Chapter 11 plan to April 3 and the period to solicit
acceptances for the plan to May 29.
About USA Gymnastics
USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit
organization incorporated in Texas. Based in Indianapolis, Indiana,
USAG's organization encompasses six disciplines: women's
gymnastics, men's gymnastics, trampoline and tumbling, rhythmic
gymnastics, acrobatic gymnastics, and group gymnastics. USAG
provides educational opportunities for coaches and judges, as well
as gymnastics club owners and administrators, and sanctions
approximately 4,000 competitions and events throughout the United
States annually. More than 200,000 athletes, professionals, and
clubs are members of USAG. USAG sets the rules and policies that
govern the sport of gymnastics in the United States, including
selecting and training the United States gymnastics teams for the
Olympics and World Championships. As of the Petition Date, USAG
employs 53 individuals, nearly all of whom work for USAG
full-time.
USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case
No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100
million in assets and liabilities as of the bankruptcy filing. The
petition was signed by James Scott Shollenbarger, chief financial
officer.
The Hon. Robyn L. Moberly is the case judge.
USAG tapped Jenner & Block LLP as counsel; Hilder & Associates,
P.C., as ordinary course counsel; Alfers GC Consulting, LLC, and
Scramble Systems, LLC, as business consulting services providers;
and OMNI Management Group, Inc. as claims agent.
VAC FUND HOUSTON: Proposed Sale of Houston Property Approved
------------------------------------------------------------
Judge Mike K. Nakagwa of the U.S. Bankruptcy Court for the District
of Nevada authorized VAC Fund Houston, LLC's sale of the real
property located at 2402 Encreek Road, Houston, Texas, a collateral
of LendingHome Funding Corp.
A hearing on the Motion was held on Jan. 21, 2020 at 1:30 p.m.
The sale is free and clear of liens, claims and encumbrances.
LH will be paid in full all amounts due under its promissory note
and deed of trust for the Property as of the date of the closing of
the sale.
The commission due to the Buyer's agent and all ordinary closing
costs may be paid on the closing date of the sale.
The commission due the Debtor's broker, The Horizon Team, LLC, must
be held until such time as the Court enters an Order granting a
motion for employment of The Horizon.
About VAC Fund Houston
VAC Fund Houston, LLC, a Nevada-based company engaged in activities
related to real estate, filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
19-17670) on Dec 2, 2019, disclosing $15,948,556 in total assets
and $17,369,695 in liabilities. The petition was signed by
Christopher Shelton, trustee of VAC Fund Houston Trust, manager of
Debtor. Judge Mike K. Nakagawa oversees the case. Christopher R.
Kaup, Esq., at Tiffany & Bosco, P.A., is the Debtor's legal
counsel.
VAQUERIA ORTIZ: Seeks 60-Day Extension to File Disclosure & Plan
----------------------------------------------------------------
Debtors Carlos H. Ortiz Colon and his wife Maribel Rodriguez Rios;
and Vaqueria Ortiz Rodriguez Inc. need an extension of time of 60
days to file a Disclosure Statement and Plan of Reorganization.
On January 7, 2020, an earthquake with a level 6.4 and 6.0 on the
Richter Scale hit the southern part of Puerto Rico. The Debtors
did not suffer the direct impact of the earthquake, but they have
been affected by the indirect effects of the earthquake.
To this date the Debtors are trying to reorganize their financial
affairs and increase income of the dairy farm in order to be able
to propose a confirmable Chapter 11 Plan and comply with payments.
The Debtors are still waiting for funds from the US Dept of
Agriculture (Specifically the LIP of Livestock Indemnity Program)
that will allow them to purchase close to 40-50 heads of cattle.
The US Dept. of Agriculture has informed the Debtors that they are
working with this issue and that they will be informed of the final
decision soon. This has been delayed by the recent emergency caused
by the earthquake.
If Debtors are able to purchase 200 head of cattle, they will
significantly increase production and be able to comply with
payments of a Plan.
The Debtors need an Extension of Time of 60 days of the Jan. 21,
2020 deadline, to file a Disclosure Statement and Plan of
Reorganization in order to allow them to finalize the process with
the FSA and the LIP program.
A full-text copy of the motion dated January 21, 2020, is available
at https://tinyurl.com/sjk9h2f from PacerMonitor.com at no charge.
The Debtors are represented by:
Homel A. Mercado Justiniano
Calle Ramírez Silva #8
Ensanche Martínez
Mayagüez, PR 00680
Tel: (787) 831 – 2577 /805 – 2945
Fax: (787) 805-7350
E-mail: hmjlaw2@gmail.com
hmjlaw@yahoo.com
About Vaqueria Ortiz Rodriguez
Vaqueria Ortiz Rodriguez, Inc., is a privately held company that
operates in the dairy cattle and milk production industry.
Vaqueria Ortiz Rodriguez previously sought bankruptcy protection
(Bankr. D.P.R. Case No. 16-00063) on Jan. 11, 2016.
Vaqueria Ortiz Rodriguez again sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-01386) on March
14, 2019. In the petition signed by Carlos Horacio Ortiz Colon,
president, the Debtor disclosed $1,674,040 in assets and $3,686,701
in liabilities. The case is assigned to Judge Enrique S. Lamoutte
Inclan. Homel Mercado Justiniano, Esq. is the Debtor's counsel.
VERITY HEALTH: Court Okays Closure of St. Vincent Medical Center
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted the request of Verity Health System of California,
Inc., and its debtor-affiliates to implement a plan to close St.
Vincent Medical Center and St. Vincent Dialysis Center, Inc.
The Court conducted a hearing on the Debtor's Motion on January 8,
2020. Because the Motion was heard on an emergency basis, the
Court allowed parties who had not filed a written opposition to the
Motion to present arguments at the hearing.
The Debtors operated six acute care hospitals in the state of
California. On December 27, 2018, the Court authorized the Debtors
to sell two of their hospitals -- O'Connor Hospital and Saint
Louise Regional Hospital -- to Santa Clara County. The Santa Clara
Sale closed on February 28, 2019.
On February 19, 2019, the Court entered an order establishing
bidding procedures for the auction of the Debtors' four remaining
hospitals -- St. Francis Medical Center, St. Vincent Medical Center
including St. Vincent Dialysis Center, Seton Medical Center, and
Seton Medical Center Coast Side. Under the Bidding Procedures
Order, Strategic Global Management was designated as the stalking
horse bidder. SGM's bid for all four of the Hospitals was $610
million. The Bidding Procedures Order approved an Asset Purchase
Agreement between the Debtors and SGM.
The Hospitals were extensively marketed by the Debtors' investment
banker, Cain Brothers, a division of Key Bank Capital Markets, Inc.
Cain Brothers notified 90 parties of the auction process. Sixteen
of these parties requested continued access to a data room
containing information about the Hospitals. Notwithstanding Cain
Brothers' thorough marketing efforts, the Debtors did not receive
any qualified bids for all of the Hospitals.
The Debtors received one bid to purchase only St. Vincent and one
bid to purchase only St. Francis. After consulting with the
Official Committee of Unsecured Creditors and the largest secured
creditors, the Debtors determined not to conduct an auction. On May
2, 2019, the Court entered an order finding that SGM was the
winning bidder and approving the sale to SGM.
On November 27, 2019, the Court entered a memorandum of decision
and accompanying order finding that as of November 19, all
conditions precedent under the APA to SGM's obligation to close the
SGM Sale had been satisfied. The Court found that pursuant to 1.3
of the APA, SGM was obligated to close the SGM Sale by no later
than December 5. However, SGM did not close the sale by December
5.
On December 27, 2019, the Debtors sent SGM a notice terminating the
APA and asserting that SGM had materially breached the APA.
Accordingly, the Debtors seek authorization to implement a closure
plan to close St. Vincent. The Debtors assert that there is no
buyer interested in purchasing St. Vincent as a going-concern; that
the operating losses generated by St. Vincent threaten the
viability of the entire Verity Health System; and that if the
Debtors do not immediately begin implementing the Closure Plan,
they will lack sufficient funds to conduct an orderly closure.
As set forth in a January 7, 2020 letter from California State
Senator Maria Elena Durazo and California State Assembly Member
Wendy Carrillo, who represent constituents in the district in which
St. Vincent is located, closure of the hospital will be devastating
for the district, and the public notice requirement is crucial
because it gives time to figure out where patients should be going
to receive care in the area and ensure workers are not left
unemployed.
The California Nurses Association, which represents registered
nurses employed at St. Vincent, opposes the Debtors' request. The
CNA argues that the Debtors failed to comply with the notice
requirements imposed by California law. The time frame proposed by
the Debtors for closing the emergency department creates an
unreasonable risk to public safety. The Debtors' plan to close the
emergency department within three days after entry of an order
granting the Motion. Even if ambulances are placed on diversion
status, many residents of the community will still drive to the
emergency department to receive care.
CNA also points out that, based on the most recent filing with the
California Office of Statewide Health Planning and Development, the
emergency department receives approximately 83 visits per day. Upon
initiation of the Closure Plan, St. Vincent will enter the process
of liquidation and will no longer be an operating business.
According to the Court, the case provides a compelling illustration
of why the Bankruptcy Court's authority to supervise the use of
estate property under Bankruptcy Code Sec. 363(b) must trump the
Cal. Health & Safety Code. The Debtors worked to close the SGM
Sale, which would have allowed St. Vincent to continue operating,
until December 27, 2019. Compliance with the Cal. Health & Safety
Code's notice requirements would have required the Debtors to
provide notice that St. Vincent would be closing at a time when the
Debtors reasonably expected that the SGM Sale would close. The
provision of such notice would have interfered with St. Vincent's
operations, disrupting the Debtors' efforts to close the SGM Sale.
Premature publication of notice of closure would have harmed
employee retention and morale, confused patients, and caused
vendors to cease furnishing critical supplies.
CNA asserts that the Debtors are entitled to damages from SGM for
its failure to perform under the APA, and that St. Vincent's
operations could be funded from these breach damages. According to
the Court, CNA overlooks the fact that the Court has not made a
finding as to whether SGM has breached the APA. The issue of SGM's
alleged breach is subject to ongoing litigation, which will not be
resolved in the near term. Sustaining St. Vincent's operations
requires immediately available liquidity, which the Debtors lack.
The speculative possibility of a future cash infusion based upon
SGM's alleged breach is not a solution to St. Vincent's current
funding crisis. Nor is pursuing a sale, another alternative
suggested by CNA
According to the Court, there are no firm expressions of interest.
Even if a buyer was identified, the sale process and review by the
Attorney General's office would take months to conclude. The
Closure Plan preserves patient safety. Having considered the
evidence before it, the Court approves the deadlines set forth in
the Closure Plan, with the exception of the deadline for physicians
to vacate St. Vincent's medical office facilities, which is
extended by 30 days to April 30, 2020.
The Court notes that Title 28 U.S.C. Sec. 959(b) requires the
Debtors to "manage and operate the property" in their possession
"according to the requirements of the valid laws of the State in
which such property is situated, in the same manner that the owner
or possessor thereof would be bound to do if in possession
thereof." However, Sec. 959(b) applies only to property used in
connection with an operating business; it does not apply to
property where business operations have ceased and the assets are
being liquidated. Therefore, 959(b) does not require the Debtors
to comply with the notice deadlines of the Cal. Health & Safety
Code when implementing the Closure Plan.
The Court says it places substantial weight upon the testimony of
Dr. Jacob Nathan Rubin, the Court-appointed Patient Care Ombudsman.
Alice Kirchner, director of Dialysis Services at St. Vincent,
asserted that the Closure Plan did not provide sufficient notice to
enable the smooth relocation of patients, and the Closure Plan
deadlines were creating stress and trauma for affected patients,
staff, and physicians. Ms. Kirchner requested that the Dialysis
Unit be provided a minimum of 30 days to relocate patients before
being shut down.
In view of Dr. Rubin's testimony, the Court does not find it
appropriate to extend the deadlines set forth in the Closure Plan.
In fact, Dr. Rubin testified that if the deadlines were to be
modified, they should be shortened, not extended. The Court
understands the difficulties that the Closure Plan deadlines place
upon stakeholders. However, the Court says its first priority must
be protecting patient safety, and that requires a rapid closure.
St. Vincent leases office space to physicians who provide
outpatient services. Dr. Marc Girsky, St. Vincent's Chief of Staff,
stated that the March 31, 2020 deadline for physicians to vacate
the office space would not provide physicians adequate time to
relocate their practices. Dr. Girsky requested that physicians be
provided at least six months to relocate. Dr. Samuel Lee, St.
Vincent's former Chief of Staff, and Ryan Yant, counsel for St.
Vincent Independent Physicians Association, made statements in
support of Dr. Girsky's request. The Court also received a letter
signed by numerous physicians who lease office space at St. Vincent
requesting that the deadline to relocate by extended to June 30,
2020.
In response to the physicians' requests, the Debtors proposed
extending the relocation deadline by 30 days, to April 30, 2020.
The Court finds the compromise proposed by the Debtors to be
appropriate. The April 30 deadline provides physicians
approximately four months to relocate.
A full-text copy of the Court's Memorandum of Decision is available
at https://tinyurl.com/upcjhmh from PacerMonitor.com at no charge.
About Verity Health System
Verity Health System -- https://www.verity.org/ -- operates as a
non-profit health care system in the state of California, with
approximately 1,680 inpatient beds, six active emergency rooms, a
trauma center, and a host of medical specialties, including
tertiary and quaternary care. Verity's two Southern California
hospitals are St. Francis Medical Center in Lynwood and St. Vincent
Medical Center in Los Angeles. In Northern California, O'Connor
Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton
Medical Center in Daly City and Seton Coastside in Moss Beach are
part of Verity Health. Verity Health also includes Verity Medical
Foundation.
With more than 100 primary care and specialty physicians, VMF
offers medical, surgical and related healthcare services for people
of all ages at community-based, multi-specialty clinics
conveniently located in areas served by the Verity hospitals.
Verity Health System was created in a transaction approved by
California Attorney General Kamala Harris and completed in December
2015.
Verity Health System of California, Inc., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition
signed by CEO Richard Adcock, Verity Health estimated assets of
$500 million to $1 billion and liabilities of $500 million to $1
billion.
Judge Ernest M. Robles oversees the cases.
The Debtors tapped Dentons US LLP as their bankruptcy counsel;
Berkeley Research Group, LLC, as financial advisor; Cain Brothers
as investment banker; and Kurtzman Carson Consultants as claims
agent.
The official committee of unsecured creditors formed in the case
retained Milbank, Tweed, Hadley & McCloy LLP as counsel.
WEST COAST DISTRIBUTION: Proposes Liquidating Plan
--------------------------------------------------
West Coast Distribution, Inc., has proposed a liquidating Plan.
On the Effective Date, the Debtor shall create and enter into a
liquidating trust for the benefit of creditors.
The Debtor operated out of three huge leased warehouses located at
(1) 2760 Fruitland Avenue, Vernon, California 90058 (120,000 sf);
(2) 2602 E. 37th Street Vernon, CA 90059(171,000 sf); and (3) 12828
Carmenita Road, Santa Fe Springs, CA 90670 (268,000 sf). The three
warehouses are located within 10 miles of one another, which
allowed the Debtor to reallocate employees to the particular
warehouse that needed the labor at a moment's notice. The ability
to staff each warehouse based upon the need on a particular day
allowed the Debtor to be extremely efficient and competitive within
its industry.
The secured claims of JEB in Class 1 will be paid in full out of
the Estate Funds in the amount allowed by the Court.
Priority claims in Class 2, totaling $13,005.45, will be paid in
full out of the Estate Funds.
All non-priority general unsecured claims in Class 3 will receive a
pro rata share of the unencumbered cash remaining in the
Liquidating Trust after the payment of all allowed class 1 claims,
class 2 claims, administrative claims (including the fees and costs
of the Liquidating Trust), and all allowed priority claims which
are not classified, including allowed priority tax claims. There
are a total of approximately $12,978,704 of asserted class 3
claims, of which $4,787,525 are held by JEB or other affiliates of
the Debtor.
Class 5 under the Plan consists of all equity interests in the
Debtor. The holders of equity interests in the Debtor will not be
receiving any distribution under the Plan on account of their
equity interests.
A hearing on the Disclosure Statement is available at March 18,
2020, at 2:00 p.m.
A full-text copy of the Disclosure Statement dated February 5,
2020, is available at https://tinyurl.com/sce7t7d from
PacerMonitor.com at no charge.
Attorneys for Chapter 11 Debtor:
RON BENDER
LINDSEY L. SMITH
LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
10250 Constellation Blvd., Suite 1700
Los Angeles, California 90067
Telephone: (310) 229-1234
Facsimile: (310) 229-1244
E-mail: rb@lnbyb.com
lls@lnbyb.com
About West Coast Distribution
West Coast Distribution Inc. is a full-service third party
logistics and supply chain management provider specializing in
apparel, retail and lifestyle brands.
West Coast Distribution sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 19-20332) on Aug. 30,
2019. At the time of the filing, the Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range.
The case is assigned to Judge Sheri Bluebond.
The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as its
legal counsel; and Fineman West Co. LLP as its accountant.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Sept. 30, 2019. The committee is represented by
Weiland Golden Goodrich LLP.
WIREPATH LLC: Moody's Hikes First Lien Loans to B2, Outlook Stable
------------------------------------------------------------------
Moody's Investors Service affirmed Wirepath LLC's B3 Corporate
Family Rating and B3-PD Probability of Default Rating. At the same
time, Moody's upgraded the company's senior secured first lien bank
credit facilities to B2 from B3. The outlook remains stable.
The rating action follows the announcement that SnapAV will
relaunch a $390 million term loan financing and restructure it as a
$290 million first lien term loan and a $100 million second lien
term loan. Proceeds from the incremental debt issuance and $247
million of new equity from private equity sponsor Hellman &
Friedman were used to fund the acquisition of Control4, which
closed in August 2019.
The upgrade of the senior secured first lien ratings reflects the
additional first loss absorption provided by the new $100 million
second lien term loan (unrated) and reduction in the amount of
total first lien debt.
Upgrades:
Issuer: Wirepath LLC
Senior Secured Bank Credit Facilities, Upgraded to B2 (LGD3) from
B3 (LGD3)
Affirmations:
Issuer: Wirepath LLC
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
Outlook Actions:
Issuer: Wirepath LLC
Outlook, Remains Stable
RATINGS RATIONALE
SnapAV's B3 CFR broadly reflects the company's high debt-to-EBITDA
leverage of about 8.2x as of December 27, 2019, negative free cash
flow due to acquisition expenses and reduced earnings attributed to
certain operational challenges, and the risk associated with the
continuing integration of Control4. Moody's expects that leverage
will moderate to below 7x over the next 12 months resulting from
mid-single digit organic revenue growth and the achievement of
approximately $12 million of contemplated cost synergies as the two
companies are fully integrated. Moody's also expects cash flow
generation to be only modest as the company incurs expenses
associated with integrating and restructuring certain functions of
the combined SnapAV and Control4 businesses, as well as incremental
interest expense. The company is owned by funds affiliated with
private equity sponsor Hellman & Friedman and is expected to
maintain aggressive financial policies.
The ratings are supported by SnapAV's strong market presence and
the enhancement of scale, global distribution and market share that
the acquisition of Control4 will provide. SnapAV's
direct-to-integrator sales model is designed to eliminate the risk
of intermediation by lower-cost retail providers by replacing
traditional design, manufacturing, and distribution roles with a
fully integrated platform based on a highly efficient e-commerce
platform. The company's distribution infrastructure allows a degree
of price protection for customers, who are able to realize stronger
margins as a result of being a member of the SnapAV network. While
this model provides for a strong base of repeat business with
professional installers, Moody's believes that the overall market
for high-end home electronics is exposed to macroeconomic swings in
the form of housing market strength and consumer discretionary
spend. SnapAV's very high leverage heightens the company's
susceptibility to an economic downturn. SnapAV also faces
competition from other producers of control systems (such as
Crestron and Savant), electronics OEMs, big-box electronics
retailers, the small number of integrators who are not part of its
network, and, to a lesser extent, technologically inclined
homeowners.
The stable outlook reflects Moody's expectations that SnapAV will
generate mid-single digit revenue growth, through wallet share
growth in its existing home AV market segment, increased
distribution capabilities and ability to cross sell products from
Control4 into the companies' respective customer bases. With
projected margin improvement, EBITDA growth will reduce leverage to
below 7x debt-to-EBITDA and improve free cash flow to debt to above
2% over the next 12-18 months.
The ratings could be downgraded if SnapAV experiences lower than
expected revenue growth, margin deterioration, or if the company
undertakes substantial debt-financed dividend distributions or M&A
activity such that leverage remains above 7x beyond 2020. Ratings
could also be downgraded if the company experiences a material
deterioration of liquidity.
The ratings could be upgraded if the company is able to
successfully integrate SnapAV and Control4 while maintaining strong
levels of revenue and EBITDA growth such that leverage is expected
to be maintained below 5.5x and free cash flow to debt is
maintained above 5%.
Moody's views SnapAV's liquidity as adequate, supported by a $60
million revolving credit facility ($5 million drawn at December 27,
2019) and $33 million of cash. Liquidity is also supported by
expectation for modest but consistently positive free cash flow
generation. However, as the integration of the companies is
ongoing, there is a risk of higher cash burn than currently
anticipated.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Wirepath LLC is a technology-enabled, value-added wholesale
supplier and distributor of products and services to integrators
in, primarily, the home and small business audio visual equipment
sector. SnapAV, which generated $763 million of revenues (pro forma
for the acquisition of Control4) in fiscal 2019, is owned by funds
affiliated with private equity sponsor Hellman & Friedman. The
company is headquartered in Charlotte, NC.
WOODSTOCK REALTY: Wins 7th Interim Order to Use Cash Collateral
---------------------------------------------------------------
Judge James J. Tancredi authorized Woodstock Realty, LLC to use
cash collateral in the ordinary course of business up to $12,600 on
a revolving basis to pay for insurance, property maintenance,
garbage removal, utilities and taxes from January 13, 2020 through
January 31, 2020.
As adequate protection, secured creditor TD Bank, N.A., is granted
from, the Petition Date, (a) a continuing post-petition lien and
security interest in all pre-petition property of the Debtor as it
existed on the Petition Date, of the same type against which the
secured creditor held validly protected liens and security
interests as of the Petition Date, and (b) A continuing
post-petition lien in all property acquired by the Debtor after the
Petition date.
The secured creditor is entitled to a super-priority administrative
claim pursuant to Section 503(b) of the Bankruptcy Code. Moreover,
the secured creditor will be entitled to the protections of Section
507(b) of the Bankruptcy Code to the extent the replacement liens
are insufficient to compensate for any diminution in value of the
collateral.
A copy of the 7th interim order is available for free at
https://is.gd/iwuevB from PacerMonitor.com.
About Woodstock Realty
Woodstock Realty, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Conn. Case No. 19-20916) on May 29, 2019. The Petition
was signed by Jon W. Baker, member. The Debtor is estimated to have
under $1 million in both assets and liabilities. Gregory F. Arcaro,
Esq., Grafstein & Arcaro, is counsel to the Debtor.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re DLS Cargo, Inc.
Bankr. S.D. Fla. Case No. 20-11596
Chapter 11 Petition filed February 5, 2020
See https://is.gd/1cS02e
represented by: Marilyn L. Maloy, Esq.
MALOY LAW GROUP, LLC
E-mail: service@maloylaw.com
In re Lucas Construction Group, Inc.
Bankr. E.D. La. Case No. 20-10282
Chapter 11 Petition filed February 5, 2020
See https://is.gd/zUTFK1
represented by: Evan Howell, Esq.
EVAN PARK HOWELL III
E-mail: ehowell@ephlaw.com
In re Andrew Ruggiero
Bankr. D. Ariz. Case No. 20-01210
Chapter 11 Petition filed February 5, 2020
represented by: Randy Nussbaum, Esq.
SACKS TIERNEY P.A.
In re Raju Maniar and Nalini Maniar
Bankr. S.D. Fla. Case No. 20-11573
Chapter 11 Petition filed February 5, 2020
represented by: Susan Lasky, Esq.
In re Yanni Pizza, LLC d/b/a Goodfellas Pizza & Wings
Bankr. N.D. Ga. Case No. 20-62321
Chapter 11 Petition filed February 6, 2020
In re Tannersbrook LLC
Bankr. D.N.J. Case No. 20-12013
Chapter 11 Petition filed February 6, 2020
See https://is.gd/ARZ2J8
represented by: Avram D. White, Esq.
LAW OFFICE OF AVRAM WHITE
E-mail: avram.randr@gmail.com
In re Acres Imperial, LLC
Bankr. E.D. Cal. Case No. 20-20661
Chapter 11 Petition filed February 6, 2020
See https://is.gd/HIlpkA
Filed Pro Se
In re Michael S. Tomaszewski
Bankr. W.D.N.Y. Case No. 20-10203
Chapter 11 Petition filed February 5, 2020
represented by: David Ealy, Esq.
In re George Schultheis
Bankr. E.D.N.Y. Case No. 20-70810
Chapter 11 Petition filed February 6, 2020
represented by: Heath Berger, Esq.
In re Stephen Burton
Bankr. C.D. Cal. Case No. 20-10293
Chapter 11 Petition filed February 6, 2020
In re Edmund Lincoln Anderson
Bankr. C.D. Cal. Case No. 20-11333
Chapter 11 Petition filed February 6, 2020
represented by: Stella Havkin, Esq.
In re George Limberiou
Bankr. E.D. Pa. Case No. 20-10778
Chapter 11 Petition filed February 6, 2020
represented by: George Lutz, Esq.
In re Grand Koast LLC
Bankr. E.D.N.Y. Case No. 20-40806
Chapter 11 Petition filed February 6, 2020
See https://is.gd/7LOV8I
represented by: Lawrence F. Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: info@m-t-law.com
In re Koast LLC
Bankr. E.D.N.Y. Case No. 20-40805
Chapter 11 Petition filed February 6, 2020
See https://is.gd/3y2YZ5
represented by: Lawrence F. Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: info@m-t-law.com
In re 3E LLC
Bankr. E.D.N.Y. Case No. 20-40804
Chapter 11 Petition filed February 6, 2020
See https://is.gd/7Et7u1
represented by: Lawrence F. Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: info@m-t-law.com
In re 203-205 North 8th Street Loft, LLC
Bankr. E.D.N.Y. Case No. 20-40793
Chapter 11 Petition filed February 6, 2020
See https://is.gd/JGm3Gy
represented by: Bruce Weiner, Esq.
LAW OFFICE OR ROBERT NADEL
E-mail: courts@nybankruptcy.net
In re 3052 Brighton First, LLC
Bankr. E.D.N.Y. Case No. 20-40794
Chapter 11 Petition filed February 6, 2020
See https://is.gd/1d5iXN
represented by: Bruce Weiner, Esq.
LAW OFFICE OF ROBERT NADEL
E-mail: courts@nybankruptcy.net
In re Stanford, Jones & Loyless, LLC
Bankr. N.D. Ala. Case No. 20-00503
Chapter 11 Petition filed February 6, 2020
See https://is.gd/LjzNy2
Filed Pro Se
In re Kommissary LLC
Bankr. E.D.N.Y. Case No. 20-40802
Chapter 11 Petition filed February 6, 2020
See https://is.gd/rajPwD
represented by: Lawrence F. Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: info@m-t-law.com
In re Peter Charles Moore American Legion Post 910, Inc.
Bankr. M.D. Pa. Case No. 20-00451
Chapter 11 Petition filed February 7, 2020
See https://is.gd/KfdmEG
represented by: Lisa A. Rynard, Esq.
PURCELL, KRUG & HALLER
E-mail: lrynard@pkh.com
In re Monsey One Inc.
Bankr. D.N.J. Case No. 20-12093
Chapter 11 Petition filed February 7, 2020
See https://is.gd/dRDD79
represented by: Shmuel Klein, Esq.
BLEICHMAN AND KLEIN
In re YM Trucking, LLC
Bankr. D.N.J. Case No. 20-12095
Chapter 11 Petition filed February 7, 2020
See https://is.gd/0bEWga
Filed Pro Se
In re Pinnacle Multi-Acquisition I LLC
Bankr. N.D. Ill. Case No. 20-03572
Chapter 11 Petition filed February 7, 2020
See https://is.gd/OOiDdS
represented by: John H. Redfield, Esq.
CRANE, SIMON, CLAR & DAN
E-mail: jredfield@cranesimon.com
In re SRH Southaven, LLC
Bankr. N.D. Ga. Case No. 20-40329
Chapter 11 Petition filed February 7, 2020
See https://is.gd/zLY83I
represented by: Leslie Pineyro, Esq.
JONES & WALDEN, LLC
E-mail: info@joneswalden.com
In re Scott C. Marine Towing, LLC.
Bankr. E.D. La. Case No. 20-10293
Chapter 11 Petition filed February 6, 2020
See https://is.gd/JJoST8
represented by: Markus E. Gerdes, Esq.
GERDES LAW FIRM, L.L.C
E-mail: Markus@gerdeslaw.net
In re Jackie Ray Morrell
Bankr. D. Alaska Case No. 20-00046
Chapter 11 Petition filed February 6, 2020
In re Athena Kostopoulos
Bankr. D.N.J. Case No. 20-12080
Chapter 11 Petition filed February 7, 2020
represented by: David Edelberg, Esq.
In re Rhett Rance Smith
Bankr. D. Ariz. Case No. 20-01307
Chapter 11 Petition filed February 7, 2020
represented by: Lindsi Weber, Esq.
POLSINELLI
In re LaRhea McNeely
Bankr. S.D. Tex. Case No. 20-30997
Chapter 11 Petition filed February 7, 2020
represented by: Elizabeth Boydston, Esq.
In re Ruben Daryl Baerga
Bankr. C.D. Cal. Case No. 20-11379
Chapter 11 Petition filed February 7, 2020
represented by: Michael Jones, Esq.
In re Gail Lynn Bratcher
Bankr. S.D. Ind. Case No. 20-90163
Chapter 11 Petition filed February 7, 2020
In re Irene M. Naghavi
Bankr. E.D.N.Y. Case No. 20-70844
Chapter 11 Petition filed February 7, 2020
represented by: Pablo Bustos, Esq.
In re Anthony Chan
Bankr. C.D. Cal. Case No. 20-11409
Chapter 11 Petition filed February 7, 2020
represented by: Jeffrey Golden, Esq.
In re Thomas Patrick Sweeney
Bankr. D.D.C. Case No. 20-00070
Chapter 11 Petition filed February 7, 2020
represented by: Kermit Rosenberg, Esq.
In re Joel Zane Smith
Bankr. E.D. Tenn. Case No. 20-30381
Chapter 11 Petition filed February 7, 2020
represented by: Michael Malone, Esq.
In re Kenneth Allen Berdick
Bankr. M.D. Fla. Case No. 20-01107
Chapter 11 Petition filed February 10, 2020
represented by: Charles Phoenix, Esq.
In re Emtee Cleaners, Inc.
Bankr. S.D.N.Y. Case No. 20-22217
Chapter 11 Petition filed February 10, 2020
See https://is.gd/8FYvmr
represented by: Todd S. Cushner, Esq.
CUSHNER & ASSOCIATES, P.C.
E-mail: todd@cushnerlegal.com
In re Weldtec Welding Supplies
Bankr. C.D. Cal. Case No. 20-11463
Chapter 11 Petition filed February 10, 2020
See https://is.gd/z6tNGz
Filed Pro Se
In re MME Paulette Dry Cleaners of 65th St. Inc,
Bankr. E.D.N.Y. Case No. 20-40841
Chapter 11 Petition filed February 10, 2020
See https://is.gd/qwc26P
represented by: Lawrence F. Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: info@m-t-law.com
In re Madame Paulette Valet Services, Inc.
Bankr. E.D.N.Y. Case No. 20-40843
Chapter 11 Petition filed February 10, 2020
See https://is.gd/6FXhs0
represented by: Lawrence F. Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: info@m-t-law.com
In re Nicholas Heras, Jr.
Bankr. D. Mass. Case No. 20-10356
Chapter 11 Petition filed February 10, 2020
represented by: Gary Cruickshank, Esq.
In re Ketura Melissa Oden
Bankr. M.D. Tenn. Case No. 20-00835
Chapter 11 Petition filed February 9, 2020
represented by: LEFKOVITZ AND LEFKOVITZ, PLLC
In re Timothy Harmon
Bankr. D.N.J. Case No. 20-12189
Chapter 11 Petition filed February 10, 2020
represented by: Joseph Casello, Esq.
In re Palwinder Singh
Bankr. E.D. Va. Case No. 20-10424
Chapter 11 Petition filed February 10, 2020
represented by: Dayna Huntington, Esq.
In re Liu Jean Quan Reece
Bankr. C.D. Cal. Case No. 20-11453
Chapter 11 Petition filed February 10, 2020
represented by: Sonny Milano, Esq.
In re Thomas Stein
Bankr. S.D.N.Y. Case No. 20-22219
Chapter 11 Petition filed February 10, 2020
represented by: Dawn Kirby, Esq.
In re Fred Jay Bressler
Bankr. S.D. Tex. Case No. 20-31024
Chapter 11 Petition filed February 10, 2020
represented by: Margaret McClure, Esq.
In re Elizabeth Johnson and Lanre Johnson
Bankr. E.D. Cal. Case No. 20-10486
Chapter 11 Petition filed February 10, 2020
In re Titanium Holding LLC
Bankr. D.D.C. Case No. 20-00072
Chapter 11 Petition filed February 10, 2020
See https://is.gd/Fh6RFq
represented by: Nepolina K. Chhetri, Esq.
THE KATAWAL FIRM PLLC
E-mail: Nepolina@katawallaw.com
In re Moore Properties of Person County, LLC
Bankr. M.D.N.C. Case No. 20-80081
Chapter 11 Petition filed February 10, 2020
See https://is.gd/xaRUQy
represented by: James C. White, Esq.
J.C. WHITE LAW GROUP, PLLC
E-mail: sjwhite@jcwhitelaw.com
In re Martone Auto Collision, Inc.
Bankr. S.D.N.Y. Case No. 20-22222
Chapter 11 Petition filed February 11, 2020
See https://is.gd/r5BTtm
represented by: Scott J. Goldstein, Esq.
LAW OFFICES OF SCOTT J. GOLDSTEIN, LLC
E-mail: sjg@sgoldsteinlaw.com
In re Jazz It Up Barber & Beauty Salon, Inc.
Bankr. M.D. Fla. Case No. 20-01161
Chapter 11 Petition filed February 11, 2020
See https://is.gd/qxg0Lf
represented by: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
E-mail: All@tampaesq.com
In re Villa Verde Condominium Association, Inc.
Bankr. M.D. Fla. Case No. 20-00837
Chapter 11 Petition filed February 11, 2020
See https://is.gd/5dWwmk
represented by: Aldo G. Bartolone, Esq.
BARTOLONE LAW, PLLC
E-mail: aldo@bartolonelaw.com
In re Grafton Food Service Inc.
Bankr. D. Mass. Case No. 20-40215
Chapter 11 Petition filed February 11, 2020
See https://is.gd/2h3VvK
represented by: James P. Ehrhard, Esq.
EHRHARD & ASSOCIATES, P.C.
E-mail: ehrhard@ehrhardlaw.com
In re Nicholas P. Fitz
Bankr. N.D. Ill. Case No. 20-03792
Chapter 11 Petition filed February 11, 2020
represented by: Paul Sheils, Esq.
In re Michael G. Daly
Bankr. D.N.J. Case No. 20-12285
Chapter 11 Petition filed February 11, 2020
represented by: Andrew Kelly, Esq.
In re IGB Group Inc.
Bankr. E.D. Cal. Case No. 20-90109
Chapter 11 Petition filed February 10, 2020
See https://is.gd/NVBuK8
In re Dayne E. Kellon
Bankr. M.D. Tenn. Case No. 20-00882
Chapter 11 Petition filed February 11, 2020
In re Michael S Eisenga
Bankr. E.D. Wisc. Case No. 20-21036
Chapter 11 Petition filed February 11, 2020
In re W. Kent Ganske and Julie L. Ganske
Bankr. E.D. Wisc. Case No. 20-21042
Chapter 11 Petition filed February 11, 2020
In re Biren Shah
Bankr. E.D.N.Y. Case No. 20-40869
Chapter 11 Petition filed February 11, 2020
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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
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
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not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***