/raid1/www/Hosts/bankrupt/TCR_Public/200219.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, February 19, 2020, Vol. 24, No. 49
Headlines
A.P. BECK-ANDOVER: Andover Property Sale Hearing Cont. to March 13
ABA THERAPY: U.S. Trustee Unable to Appoint Committee
ADELPHIA COMMUNICATIONS: Announces $33.2M Cash Distribution
AKORN INC: Lenders Agree to Extend Standstill Period
AKORN INC: S&P Lowers ICR to 'CCC-' on Heightened Bankruptcy Risk
ALTA MESA RESOURCES: Hires Weil Gotshal as Attorney
ANDES INDUSTRIES: GZT Appointed as New Committee Member
ANDREW N. KORNSTEIN: $493K Sale of New York Property to Cohens OK'd
ANGELS FOR KIDS: Court Confirms Second Amended Plan
API AMERICAS: U.S. Trustee Forms 3-Member Committee
APOLLO COMMERCIAL: S&P Affirms 'BB-' ICR; Outlook Stable
APTIM CORP: S&P Alters Outlook to Negative, Affirms 'CCC+' ICR
ASCENA RETAIL: Sapience Investments Has 7.3% Stake as of Dec. 31
ASCENA RETAIL: Vanguard Group Has 3.48% Stake as of Dec. 31
ASOCIACION DE PROPIETARIOS: Disclosures Hearing Reset to Feb. 27
ASTERIA EDUCATION: Has Interim Approval to Use Cash Collateral
ASTERIA EDUCATION:Seeks to Use Cadence Bank, et al. Cash Collateral
AT&T INC: S&P Rates New $1.75BB Series C Preferred Shares 'BB+'
BAHIA DEL SOL: Triangle Gets 10 More Days to Reply to Property Sale
BCH ENTERPRISES: Seeks to Hire Rounds & Sutter as Counsel
BLUE EAGLE: Blue Smash $124K Sale of 4 Blount County Parcels Okayed
BLUESTEM BRANDS: S&P Withdraws 'CCC-' Long-Term ICR
BOARDRIDERS INC: S&P Alters Outlook to Negative, Affirms 'B-' ICR
BOY SCOUTS: Case Summary & 30 Largest Unsecured Creditors
BWX TECHNOLOGIES: S&P Affirms 'BB+' Rating on $400MM Unsec. Notes
CAH ACQUISITION 3: Trustee's $275K All Assets Sale to Atchison OK'd
CALERES INC: S&P Puts 'BB' ICR on CreditWatch Negative
CALIFORNIA RESOURCES: Masters Capital Has 2.3% Stake as of Dec. 31
CATALINA SEA: March 24 Auction of All Assets Set
CAYE SOUTH: Seeks to Hire Frank B. Lyon as Legal Counsel
CEED PROPERTIES: Seeks to Hire Bull Realty as Real Estate Agent
CELADON GROUP: $14.5M Sale of All Taylor Assets to White Approved
CENTURY III MALL: Plan Solicitation Period Extended to March 10
CHICK LUMBER: Committee Hires Goldstein & McClintock as Counsel
CHIEF POWER FINANCE: S&P Cuts Term Loan Rating to 'CCC'
CLAAR CELLARS: Seeks to Use Homestreet Bank Cash Collateral
CLAAR CELLARS: U.S. Trustee Forms 3-Member Committee
CONSORTIUM B INC: Hires Eric A. Liepins as Counsel
CROSSROADS COLLISION: U.S. Trustee Unable to Appoint Committee
DAN'S MOBILE V: U.S. Trustee Unable to Appoint Committee
DANCEL LLC: AZOD Wants Objections to Disclosure Statement
DEAN FOODS: HooverSlovacek Represents Captiva, Macedonio
DENBURY RESOURCES: Egan-Jones Cuts Senior Unsecured Ratings to B-
DISTINGUISHED KITCHENS: U.S. Trustee Unable to Appoint Committee
DORIAN LPG: Dimensional Fund Has 7% Stake as of Dec. 31
EAGLEVIEW TECHNOLOGY: S&P Alters Outlook to Neg., Affirms B- ICR
EARTH FARE: To Sell Store Leases and Intellectual Property Assets
FALCON AEROSPACE: S&P Affirms 'BB (sf)' Rating on Class C Notes
FRONTIER COMMUNICATIONS: Renaissance Reports 5.2% Stake
FSB REALTY: U.S. Trustee Unable to Appoint Committee
GABRIEL INVESTMENT: Taps National Transaction as Banker
GRANITE VALLEY: Has OK to Use Cash Collateral on Final Basis
GREENBERG GOURMET: Gets Interim OK on Cash Collateral Access
GREENBERG GOURMET: Seeks Permission to Use Cash Collateral
GREENVILLE CASUALTY: A.M. Best Affirms B(Fair) FStrength Rating
GULFSLOPE ENERGY: Incurs $153K Net Loss in First Quarter
HARD ROCK: March 11, 2020 Confirmation Hearing on Trustee Plan Set
HARMONIA WELLNESS: Hires Finestone Hayes as Counsel
HORIZON GLOBAL: T. Rowe Price Has 18.5% Stake as of Dec. 31
HUDDLESTON VENTURES: U.S. Trustee Unable to Appoint Committee
HUDSON TECHNOLOGIES: Cooper Creek Has 9.7% Stake as of Dec. 31
HUDSON TECHNOLOGIES: Dimensional Fund Reports 0.9% Stake
HUDSON TECHNOLOGIES: Granahan Investment Reports 0.4% Stake
INGLES MARKETS: S&P Affirms 'BB-' ICR; Outlook Stable
INTRADO CORP: S&P Alters Outlook to Negative, Affirms 'B-' ICR
ISAIAH OWENS: Voluntary Chapter 11 Case Summary
J.T. SHANNON: Judge Denies Further Extension of Exclusivity Period
JEWELTEX ENTERPRISES: Voluntary Chapter 11 Case Summary
KRAFT HEINZ: S&P Cuts Long-Term ICR to BB+; Outlook Negative
LAREDO PETROLEUM: Egan-Jones Lowers Senior Unsecured Ratings to B+
LICARI CUTLER: Has Until Aug. 24 to File Plan & Disclosures
LONGVIEW POWER: S&P Lowers Rating on Senior Secured Debt to 'CCC-'
MAIREC PRECIOUS: Court Confirms Plan of Liquidation
MASTEC INC: S&P Upgrades ICR to 'BB+' on Improved Credit Profile
MATRIX INDUSTRIES: Seeks to Hire Douglas Elliman as Broker
MCCLATCHY CO: Bankruptcy Court Okays Chapter 11 First Day Motions
MCCLATCHY CO: Encina Announces Closing of $50M New DIP Facility
MCCLATCHY CO: S&P Cuts ICR to 'D' on Chapter 11 Bankruptcy Filing
MOUNT JOY BAPTIST: Disclosures Approval Denied with Leave to Amend
MTE HOLDINGS: Seeks Court OK of Ankura's Scott Pinsonnault as CRO
NPC INTERNATIONAL: S&P Cuts ICR to 'SD' on Missed Interest Payments
ONTARIO GRAPHITE: Gets Initial CCAA Stay; Deloitte Named Monitor
OPTIMUM CHOICE: Seeks to Hire Resnik Hayes as Legal Counsel
OWENS FUNERAL: Voluntary Chapter 11 Case Summary
PACIFIC DRILLING: Subsidiaries Appeal Arbitration Award in London
PANCAKES & PIES: Liquidating Plan Declared Effective Jan. 28, 2020
PG&E CORPORATION: Hires Latham & Watkins as Special Counsel
PIER 1 IMPORTS: To Complete Closing of 450 Stores in March
PONCE REAL ESTATE: Disclosure Statement Hearing Reset to Feb. 27
POWER SOLUTIONS: Neil Gagnon Has 8.1% Stake as of Dec. 31
PRO-FIT DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
RENPATH INC: CoStar Inks Agreement to Buy Business for $588M
ROMA USA: Feb. 26 Auction of Atlanta Business Assets Set
ROVIG MINERALS: March 31 Auction of Assets Set
RYDER CONTRACTING: Caterpillar Objects to Disclosures & Plan
SAM'S CYPRESS: U.S. Trustee Unable to Appoint Committee
SAN LUIS & RIO: Trustee Filed Accountant's Supplement Application
SANDY CREEK ENERGY: S&P Cuts Sr. Secured Term Loan Rating to 'CCC'
SOS TOWING: Voluntary Chapter 11 Case Summary
SOUTHLAND ROYALTY: Hires Epiq as Administrative Advisor
SOUTHLAND ROYALTY: Hires PJT Partners as Investment Banker
SOUTHLAND ROYALTY: Hires Shearman & Sterling as Counsel
SOUTHLAND ROYALTY: Hires Young Conaway as Co-Counsel
SPRINT CORP: S&P Alters 'B' ICR CreditWatch Placement to Positive
STABLELIFT OF TEXAS: U.S. Trustee Unable to Appoint Committee
STANDARD RUBBER: Has OK to Use Cash Collateral Thru May 30
STORMBREAK RANCH-FW: U.S. Trustee Unable to Appoint Committee
SUNESIS PHARMACEUTICALS: Atlas Master, et al. Report 0% Stake
SUNESIS PHARMACEUTICALS: BVF Partners Reports 9.9% Stake
SUNESIS PHARMACEUTICALS: Caxton, et al. Report 7% Equity Stake
SUNESIS PHARMACEUTICALS: Nantahala Has 7.9% Stake as of Dec. 31
SUNESIS PHARMACEUTICALS: RTW Investments, et al. Own 0% Stake
SUNSHINE INVESTMENTS: Hires Douglas J. Burns as Counsel
SUZANNE FERRY: $1.5M St. Pete Beach Property Sale Approved
TALK VENTURE: Hires JMLIU CPA Accountancy as Accountant
TALLER DE FOTOPERIODISMO: PR Recovery Says Plan Unfeasible
THE KRYSTAL COMPANY: Court Grants Interim OK on Cash Collateral Use
TRI-STATE PAIN: U.S. Trustee Forms 5-Member Committee
VIDANGEL INC: May Use an Additional $75,000 of Cash Reserves
VIRTUAL CITADEL: In Chapter 11 to Sell Bitcoin Mining Operations
VOIP-PAL.COM INC: Reports $974K Net Loss for Quarter Ended Dec. 31
WASTE PRO USA: S&P Affirms 'B+' ICR; Outlook Negative
WEEKS HOLDINGS: Seeks to Hire Eric Slocum as Counsel
ZENERGY BRANDS: May Obtain Up to $5M of DIP Funds on Final Basis
ZEST ACQUISITION: S&P Alters Outlook to Stable, Affirms 'B' ICR
[] Restructur Launches Cannabis Restructuring Advisory Firm
*********
A.P. BECK-ANDOVER: Andover Property Sale Hearing Cont. to March 13
------------------------------------------------------------------
Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts continued to March 13, 2020 at 12:00 p.m.
the hearing on A.P. Beck-Andover Realty, LLC's proposed private
sale of the real estate located at 6-8 Windsor Street, Andover,
Massachusetts as more fully described by Deed dated Sept. 29, 2009
recorded at Essex Northern District Registry of Deeds, Book 11783,
Page 65, to AHHC Realty, LLC for $941,500, pursuant to their
Purchase and Sale Agreement dated Dec. 20, 2019, subject to higher
and better offers,
The Objection Deadline is extended to Feb. 22, 2020 at 12:00 p.m.
On Feb. 7, 2020, the Debtor is ordered to file a supplement to the
Sale Motion, serving both the supplement and a copy of the Order on
all creditors, and file a certificate of service of same.
About A.P. Beck-Andover Realty
A.P. Beck-Andover Realty, LLC, a single asset real estate as
defined in 11 U.S.C. Section 101(51B), filed a petition seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass.
Case No. 18-41696) on Sept. 11, 2018. In the petition signed by
Adam P. Beck, manager, the Debtor was estimated to have $1 million
to $10 million in assets and liabilities. The Ann Brennan Law
Offices represents the Debtor.
ABA THERAPY: 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
ABA Therapy Solutions, LLC, according to the case docket.
About ABA Therapy Solutions
Founded in 2012 by Linda Peirce, ABA Therapy Solutions provides
in-home and clinic services covering language, behavioral,
self-help skills and social skills for individuals with autism
spectrum disorders, down syndrome and other developmental
disabilities.
ABA Therapy Solutions filed a voluntary Chapter 11 petition (Bankr.
S.D. Fla. Lead Case No. 20-10208) on Jan. 7, 2020. In the petition
signed by Linda Peirce, managing member, the Debtor disclosed
$157,637 in assets and $1,342,155 in liabilities.
Judge Erik P. Kimball oversees the case.
Craig I. Kelley, Esq., at Kelley Fulton & Kaplan, P.L., is the
Debtor's legal counsel.
ADELPHIA COMMUNICATIONS: Announces $33.2M Cash Distribution
-----------------------------------------------------------
Adelphia Communications Corporation ("ACC") on Feb. 6, 2020,
announced a subsequent distribution of $33.2 million in cash
payable on or about Feb. 19, 2020 to holders of Allowed Claims
against the parent Adelphia Communications Corporation pursuant to
the First Modified Fifth Amended Joint Chapter 11 Plan of
Reorganization of Adelphia Communications Corporation and Certain
Affiliated Debtors, dated as of January 3, 2007, as Confirmed (the
"Plan"). ACC has established a Record Date for purposes of this
distribution of February 13, 2020.
A chart summarizing the distribution of cash to be made to holders
of Allowed Claims against ACC will be available in the Important
Documents section of the Company's website at
www.adelphiarestructuring.com. The chart does not reflect
additional distributions that may be made over time as a result of
the release of reserves. The amount and timing of such
distributions as a result of the release of reserves are subject to
the terms and conditions of the Plan and numerous other conditions
and uncertainties, many of which are outside the control of
Adelphia and its subsidiaries.
Creditor inquiries regarding distributions under the Plan should be
directed to creditor.inquiries@adelphia.com.
The Effective Date of the Plan occurred on February 13, 2007.
Adelphia Communications Corporation continues under the management
of Development Specialists, Inc., the Plan Administrator, to
liquidate its assets and administer its plan of reorganization.
Prior to the sale of substantially all of the consolidated assets
of Adelphia to Time Warner NY Cable LLC and Comcast Corporation on
July 31, 2006, Adelphia Communications Corporation was the fifth
largest cable television company in the country. It served
customers in 31 states and offered analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.
About Adelphia Communications
Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company. Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.
Adelphia collapsed in 2002 after disclosing that founder John Rigas
and his family owed $2.3 billion in off-balance-sheet debt on bank
loans taken jointly with the company. Mr. Rigas was sentenced to
12 years in prison, while son Timothy 15 years.
Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002. Willkie Farr & Gallagher represented the Debtors in
their restructuring effort. PricewaterhouseCoopers served as the
Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman
LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented the
Official Committee of Unsecured Creditors.
Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family. In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC. The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006. Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.
The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007. The Plan became effective on
Feb. 13, 2007.
The Adelphia Recovery Trust, a Delaware Statutory Trust, was formed
pursuant to the Plan. The Trust holds certain litigation claims
transferred pursuant to the Plan against various third parties and
exists to prosecute the causes of action transferred to it for the
benefit of holders of Trust interests. Lawyers at Kasowitz,
Benson, Torres & Friedman, LLP (NYC), represent the Adelphia
Recovery Trust.
AKORN INC: Lenders Agree to Extend Standstill Period
----------------------------------------------------
Akorn, Inc., a specialty pharmaceutical company, on Feb. 12, 2020,
disclosed that it has reached an agreement with certain of its
lenders to extend the standstill period. The agreement defines a
path forward and outlines milestones to execute a sale of Akorn's
business, potentially using Chapter 11 protection in order to
address Akorn's litigation-related overhangs and execute a
transaction that maximizes value.
Doug Boothe, Akorn's President and Chief Executive Officer,
commented, "Akorn is a fundamentally strong business with exciting
opportunities ahead. Our efforts to stabilize and strengthen our
business have already achieved meaningful results. The decision to
pursue a sale of the Company gives Akorn the opportunity to address
its capital structure and litigation-related overhangs by seeking a
new owner that will continue to invest in our business and future
growth. I believe that this decisive action is the right path for
our business and will deliver greater financial security in the
long term."
The Company plans to continue to operate as usual throughout the
sale process, including delivering safe and effective
pharmaceutical products to customers and fulfilling contractual
obligations, including payments to vendors.
A copy of the amendment was filed with the SEC on the Company's
Form 8-K on Feb. 12.
About Akorn
Akorn, Inc. (Nasdaq: AKRX) -- http://www.akorn.com/-- is a
specialty pharmaceutical company engaged in the development,
manufacture and marketing of multisource and branded
pharmaceuticals. Akorn has manufacturing facilities located in
Decatur, Illinois; Somerset, New Jersey; Amityville, New York;
Hettlingen, Switzerland and Paonta Sahib, India that manufacture
ophthalmic, injectable and specialty sterile and non-sterile
pharmaceuticals.
AKORN INC: S&P Lowers ICR to 'CCC-' on Heightened Bankruptcy Risk
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Akorn Inc.
to 'CCC-' from 'B-' with negative outlook. At the same time, S&P
lowered its issue-level rating on the senior secured term loan to
'CCC-'.
The company extended the standstill agreement with lenders, but the
likelihood of bankruptcy increased substantially. A traditional
refinancing seems unlikely now. Instead, Akorn agreed to pursue a
sale to repay debt as part of the standstill agreement extension.
The agreement stipulates that Akorn select a stalking horse bidder
and commence bankruptcy proceedings to complete the sale by April
5, 2020, unless the company and lenders' advisers agree the sale
can be effectuated out of court.
The negative outlook reflects the increasing possibility that Akorn
will file for Chapter 11 protection under the U.S. Bankruptcy Code
in the next six months to facilitate repayment of its outstanding
debt.
S&P could lower the rating if Akorn cannot find a third-party buyer
out of court and/or files for bankruptcy.
Although less likely, S&P could revise the outlook to stable or
raise the rating if it gains confidence Akorn will avoid a
bankruptcy filing or default.
ALTA MESA RESOURCES: Hires Weil Gotshal as Attorney
---------------------------------------------------
Alta Mesa Resources, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Weil Gotshal & Manges LLP, as attorney to Kingfisher
Midstream, LLC and its subsidiaries ("KFM Debtors").
The Debtors requires Weil Gotshal to:
a. take all necessary action to protect and preserve the KFM
Debtors' estates, including the prosecution of actions on
the KFM Debtors' behalf, the defense of any actions
commenced against the KFM Debtors, the negotiation of
disputes in which the KFM Debtors are involved and the
preparation of objections to claims filed against the KFM
Debtors' estates;
b. prepare on behalf of the KFM Debtors, as debtors in
possession, all necessary motions, applications, answers,
orders, reports, and other papers in connection with the
administration of the KFM Debtors' estates;
c. take all necessary actions in connection with any chapter
11 plan and related disclosure statement and all related
documents, and such further actions as may be required in
connection with the administration of the KFM Debtors'
estates;
d. take all necessary actions in connection with the sale of
the KFM Debtors' assets pursuant to section 363 of the
Bankruptcy Code;
e. take all necessary actions to protect and preserve the
value of the KFM Debtors' estates; and
f. perform all other necessary legal services in connection
with the prosecution of these chapter 11 cases; provided,
however, that to the extent the Firm determines that such
services fall outside of the scope of services historically
or generally performed by Weil as lead debtors' counsel in
a bankruptcy case, Weil will file a supplemental
declaration.
Weil Gotshal will be paid at these hourly rates:
Partners/Counsels $1,100.00 to $1,695
Associates $595 to $1,050
Paraprofessionals $250 to $435
For the 90 days prior to the petition date, Weil Gotshal received
payments and advances in from the KFM Debtors the aggregate amount
of $3,790,724.54. Weil Gotshal has a remaining credit balance in
favor of the KFM Debtors for professional services performed and to
be performed, and expenses incurred and to be incurred, in
connection with these chapter 11 cases in the amount of
$491,405.52.
Weil Gotshal will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Weil Gotshal represented the KFM Debtors for
approximately two months prior to the KFM Petition
Date. The Firm’s billing rates and material
financial terms with respect to this matter have
not changed since the Debtors engaged the Firm in
November of 2019.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Weil Gotshal is developing a prospective budget and
staffing plan for these chapter 11 cases. The Firm
and the KFM Debtors will review such budget
following the close of the budget period to
determine a budget for the following period.
Ray C. Schrock, partner of Weil Gotshal & Manges LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Weil Gotshal can be reached at:
Ray C. Schrock, Esq.
WEIL GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310-8000
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.
ANDES INDUSTRIES: GZT Appointed as New Committee Member
-------------------------------------------------------
The Office of the U.S. Trustee on Feb. 13, 2020, appointed GZT
Telkom-Telmor Sp. z.o.o. as new member of the official committee of
unsecured creditors in the Chapter 11 cases of Andes Industries
Inc. and PCT International Inc.
GZT can be reached through:
Rafat Bielawski, CEO
GZT Telkom-Telmor Sp. z.o.o.
ul Schuberta 104
80-172 Gdansk, POLSKA
Phone: +4858 382 3349 and +4858 739 5959
Fax: +4858 382 3388
Email: telmor@telmor.PL
The bankruptcy watchdog had earlier appointed FTI Consulting (Hong
Kong) Limited and ABC Import Services, Inc., court filings show.
About Andes Industries and PCT International
Creditors EZconn Corporation, Crestwood Capital Corporation, and
Devon Investment Inc. filed involuntary bankruptcy petitions
against Andes Industries, Inc. and PCT International, Inc. under
Chapter 7 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the District of Arizona.
On Dec. 4, 2019, the Chapter 7 cases were converted to cases under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No.
19-14585). Judge Paul Sala oversees the cases.
Andes Industries and PCT International tapped Sacks Tierney P.A. as
their legal counsel, and LKW Consulting, LLC as their financial
advisor.
ANDREW N. KORNSTEIN: $493K Sale of New York Property to Cohens OK'd
-------------------------------------------------------------------
Judge Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut authorized Andrew Nelson Kornstein's short
sale of (i) his 125 shares in the cooperative apartment located at
130 E. 94th Street, Unit 3D, New York, New York, and (ii) a
proprietary lease relating to Unit 3D, 130 East 94th Street, New
York, New York, to Myra Cohen and Michael Cohen for $493,000.
A hearing on the Motion was held on Jan. 21, 2020.
The Debtor is authorized to sell the Property, subject to approval
of the Cooperative Board, free and clear of the following liens:
(a) 130 E. 94th Apartment Corp. may claim an interest in the
Property. The Debtor believes that 130 E. 94th Apartment Corp. is
owed approximately $10,000 for alleged maintenance fees.
(b) Citibank, N.A. may claim a lien on the Property by virtue
of a UCCI financing statement dated July 30, 1996 and continued by
amendments thereto thereafter. The Debtor believes the underlying
debt to Citibank, N.A. has been paid in full.
(c) Marcus & Company may claim a judgment lien on the Property
by virtue of a judgment lien recorded on May 28, 2015 in the amount
of $46,741.
(d) Tamara Behan may claim a judgment lien on the Property by
virtue of a judgment lien dated June 11, 2015 in the amount of
$29,880.
(e) Tamara Behan may claim a judgment lien on the Property by
virtue of a judgment lien recorded on Dec. 17, 2015 in the amount
of $18,000.
(f) Tamara Behan may claim a judgment lien on the Property by
virtue of a judgment lien recorded on Aug. 11, 2016 in the amount
of $40,500.
(g) The Internal Revenue Service may claim a tax lien on the
Property by virtue of a tax lien filed on Sept. 30, 2016 in the
amount of $151,855. The Internal Revenue Service has filed a proof
of claim asserting a secured claim in the amount of $207,053.
(h) Tamara Behan may claim a judgment lien on the Property by
virtue of a judgment line recorded on Sept. 26, 2017 in the amount
of $65,323.
(i) Chemtob, Moss, Forman & Beyda, LLP f/k/a Chemtob, Moss &
Forman, LLP may claim judgment liens on the Property by virtue of a
(i) judgment lien filed on Nov. 8, 2017 in the amount of $7,500;
and a (ii) judgment lien filed on Nov. 8, 2017 in the amount of
$10,000.
(j) Tamara Behan may further claim judgment liens on the
Property by virtue of a (i) judgment lien filed on April 30, 2018
in the amount of $12,682; (ii) a judgment lien filed on April 30,
2018 in the amount of $1,147,029 and (iii) a judgment lien filed on
May 22, 2018 in the amount of $9,067. These liens were filed
within the one-year period and Ms. Behan is a non-statutory
insider.
(k) Chemtob, Moss, Forman & Beyda LLP may claim a judgment
lien in the Property by virtue of a judgment lien filed on January
30, 2019 in the amount of $241,866. This lien was filed within
ninety days of the Petition Date.
The liens held by the foregoing creditors will attach to the
proceeds of the sale of the Property subject to further order of
the Court and with express reservation of the right of the Debtor
to contest the validity, extent and priority of such liens.
The Debtor's counsel will have his law firm create and maintain an
account in which the proceeds of the sale of the Property will be
held and will produce monthly bank statements of this account on
the Monthly Operating Reports.
Andrew Nelson Kornstein sought Chapter 11 protection (Bankr. D.
Conn. Case No. 19-50396) on March 27, 2019. The Debtor tapped
Douglas S. Skalka, Esq., at Neubert, Pepe, & Monteith as counsel.
On June 17, 2019, the Court appointed Urban Compass, Inc., doing
business as Compass as broker.
ANGELS FOR KIDS: Court Confirms Second Amended Plan
---------------------------------------------------
On Jan. 15, 2020, the U.S. Bankruptcy Court for the Middle District
of Florida, Orlando Division, convened a hearing to consider
confirmation of the Second Amended Chapter 11 Plan of
Reorganization dated Jan. 9, 2020, and final approval of the Second
Amended Disclosure Statement of debtor Angels For Kids On Call
24/7, Inc.
On Jan. 22, 2020, Judge Karen S. Jennemann ordered that:
* The Plan is confirmed.
* The Disclosure Statement is approved.
* The Debtor is authorized and directed to execute all agreements
and undertake the actions contemplated by the Plan.
* The Debtor will continue to pay fees assessed until such time
as this Bankruptcy Court enters a final decree closing this Chapter
11 case, or enters an order either converting this case to a case
under Chapter 7 or dismissing the case.
March 25, 2020, at 9:30 a.m., at the United States Bankruptcy
Court, 400 W. Washington Street, 6th Floor, Courtroom A, Orlando,
Florida 32801 is the post-confirmation Status Conference.
A copy of the order dated Jan. 22, 2020, is available at
https://tinyurl.com/tdlhlpg from PacerMonitor at no charge.
The Debtor is represented by Attorney Aldo G. Bartolone, Jr.
About Angels For Kids on Call 24/7
Angels For Kids On Call 24/7, Inc. --
https://www.angelsforkidsoncall.com/ -- is a for-profit behavioral
health company located in Orlando, Florida. The Company provides
treatment of mood disorder, disorders first diagnosed in childhood,
behavioral disorders, trauma, stress and poor health, substance and
social reality problems. Its target population is high-risk,
diverse and in need of immediate care.
While the Company is uniquely suited to specialize in child and
adult care, it offers a range of treatments for people of all age
ranges.
Angels For Kids On Call 24/7, based in Orlando, FL, sought Chapter
11 protection (Bankr. M.D. Fla. Case No. 19-03262) on May 16, 2019.
In the petition signed by John Valencia, president, the Debtor was
estimated to have $0 to $50,000 in assets and $1 million to $10
million in liabilities. The Hon. Karen S. Jennemann oversees the
case. Aldo G. Bartolone, Jr., Esq., at Bartolone Law, PLLC, serves
as bankruptcy counsel to the Debtor.
API AMERICAS: U.S. Trustee Forms 3-Member Committee
---------------------------------------------------
The U.S. Trustee for Regions 3 and 9 on Feb. 13, 2020, appointed
three creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of API Americas, Inc. and API
(USA) Holdings Limited.
The committee members are:
(1) K Laser Technology (USA) Co., Ltd.
Attn: Sammy Chen
3123 W. MacArthur Blvd.
Santa Ana, CA 92704
Phone: (714) 597-7303
Fax: (714) 897-3979
(2) Web Plastics Company, LLC
Attn: Vijay Sankar
15534 W. Hardy Road, Suite 165
Houston, TX 77060
Phone: (281) 453-3787
Fax: (281) 453-3794
(3) Geochem Solutions, Inc.
Attn: George Schmitz
7 Deer Park Drive, Suite D
Monmouth Junction, NJ 08852
Phone: (908) 252–1290
Fax: (908) 252-1289
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 API Americas Inc. and API
(USA) Holdings Limited
API Americas is a manufacturer of foils, laminates, and holographic
materials. Among other customers, API Americas provides packaging
to companies in the premium drinks, confectionery, tobacco,
perfume, personal care, cosmetics, and healthcare sectors. It was
originally founded as Dry Print in New Jersey. Re-branded in 1998,
API Americas is currently headquartered in Lawrence, Kansas, inside
a 56,000-square-foot facility with manufacturing capabilities. API
Americas is a wholly-owned, direct subsidiary of API Holdings.
Visit www.apigroup.com for more information.
API Americas and API (USA) Holdings Limited sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
20-10239) on Feb. 2, 2020. At the time of the filing, the Debtor
had estimated assets of between $10 million and $50 million and
liabilities of between $50,000,001 and $100 million.
The Debtors tapped Saul Ewing Arnstein & Lehr, LLP as legal counsel
and Eversheds Sutherland (US), LLP; Ernst & Young, LLP as financial
advisor; and Bankruptcy Management Solutions, Inc. as claims and
noticing agent.
APOLLO COMMERCIAL: S&P Affirms 'BB-' ICR; Outlook Stable
--------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' issuer credit rating
and 'BB-' senior secured debt rating on Apollo Commercial Real
Estate Finance Inc. (ARI). The outlook remains stable.
ARI ended 2019 with leverage at 1.57x debt to adjusted total
equity, and S&P now expects that to increase to 1.75x to 2.25x over
the next 12 months. This comes as the company has had to work
through a few loans that have not performed as anticipated, most
recently a large predevelopment loan in Miami that has stopped
paying interest. Positively, the company decided to reduce the
dividend in 2020 to more closely match the expected distributable
earnings the portfolio will generate going forward.
The stable outlook reflects S&P's expectation that the company will
lower the risk in its portfolio while increasing leverage,
including remediating assets that either have an unrealized loss or
have stopped paying interest. S&P's base-case scenario assumes that
the company will operate with leverage of 1.75x-2.25x debt to
adjusted total equity over the next 12 months.
"While an upgrade is unlikely at this time, we could over time
raise the rating if the company further reduces the risk in its
portfolio and is able to substantially diversify its funding
profile away from secured repurchase facilities," S&P said.
"We could downgrade the company if it increases leverage above 2.5x
or does not continue reducing the risk in its portfolio while
increasing leverage. We could also downgrade the company if it
experiences adverse investment performance or does not maintain
sufficient liquidity relative to the amount of debt drawn from
repurchase facilities," the rating agency said.
APTIM CORP: S&P Alters Outlook to Negative, Affirms 'CCC+' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook on Texas-based Aptim Corp.
to negative from stable and affirmed its 'CCC+' issuer credit
rating. At the same time, S&P affirmed its 'CCC+' issue-level
rating on the company's senior secured notes.
Delays in accounts receivable collections have eroded Aptim's
liquidity. Aptim's FOCF generation remains significantly negative
primarily due to uncollected receivables related to the disaster
recovery work it performed in the U.S. Virgin Islands. These
collection delays persist due to the timing of government funding
and the payment process. Overall, this negative FOCF has eroded the
company's cash balances, which has left it with less-than-adequate
liquidity, in S&P's view.
The negative outlook on Aptim reflects the liquidity risk it faces
due to the timing of the collection of its elevated receivables
balance. In S&P's view, the company's financial commitments appear
unsustainable over the long term due to its high debt leverage,
though it doesn't currently face any near-term maturities.
Downside scenario
S&P could lower its ratings on Aptim if it comes to believe that it
will likely default in the next 12 months without an unforeseen
positive development. This could occur due to a near-term liquidity
crisis, a breach of one of its financial covenants, or the launch
of a distressed exchange offer. The company's liquidity could also
become impaired if its cash flow from operations remains
significantly negative and its cash balances decline further.
Upside scenario
Although unlikely, S&P could revise its outlook on Aptim to stable
in the next 12 months if its liquidity improves despite its belief
that its financial commitments appear unsustainable over the long
term. This could occur if the company's working capital becomes a
source of cash flow as it collects its receivables and its earnings
stabilize.
ASCENA RETAIL: Sapience Investments Has 7.3% Stake as of Dec. 31
----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Sapience Investments, LLC disclosed that as of Dec. 31,
2019, it beneficially owns 728,369 shares of common stock of Ascena
Retail Group Inc., which represents 7.3 percent of the shares
outstanding.
All of the shares of Common Stock are owned by various investment
advisory clients of Sapience Investments, which is deemed to be a
beneficial owner of those shares pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, due to its discretionary power to
make investment decisions over those shares for its clients and/or
its ability to vote such shares. In all cases, persons other than
Sapience Investments, LLC have the right to receive, or the power
to direct the receipt of, dividends from, or the proceeds from the
sale of the shares. No individual client holds more than five
percent of the class.
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/qutZqZ
About Ascena Retail
Ascena Retail Group, Inc. (Nasdaq: ASNA) --
http://www.ascenaretail.com/-- is a national specialty retailer
offering apparel, shoes, and accessories for women under the
Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion
(Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, through its retail brands, operates
ecommerce websites and approximately 2,800 stores throughout the
United States, Canada, and Puerto Rico.
Ascena Retail reported a net loss of $661.4 million for the fiscal
year ended Aug. 3, 2019, a net loss of $39.7 million for the year
ended Aug. 4, 2018, and a net loss of $1.06 billion for the year
ended July 29, 2017. As of Nov. 2, 2019, the Company had $3.49
billion in total assets, $3.32 billion in total liabilities, and
$173 million in total equity.
* * *
As reported by the TCR on Nov. 26, 2019, S&P Global Ratings lowered
its issuer credit rating on Mahwah, N.J.-based women's specialty
apparel retailer Ascena Retail Group Inc. to 'CCC' from 'CCC+' to
reflect the rating agency's belief that it is increasingly likely
the company will pursue a debt restructuring over the next 12
months.
In October 2019, Moody's Investors Service downgraded Ascena Retail
Group, Inc.'s corporate family rating to Caa2 from B3, probability
of default rating to Caa2-PD from B3-PD and senior secured term
loan rating to Caa2 from B3. The downgrades reflect Moody's view
that Ascena's capital structure is likely unsustainable as a result
of its weak operating performance, high leverage, and negative free
cash flow, creating an elevated risk of a debt restructuring
including a material debt repurchase at a significant discount.
ASCENA RETAIL: Vanguard Group Has 3.48% Stake as of Dec. 31
-----------------------------------------------------------
The Vanguard Group disclosed in an amended Schedule 13G filed with
the Securities and Exchange Commission that as of Dec. 31, 2019, it
beneficially owns 347,148 shares of common stock of Ascena Retail
Group Inc., which represents 3.48% of the shares outstanding. A
full-text copy of the regulatory filing is available for free at:
https://is.gd/CFuXjw
About Ascena Retail
Ascena Retail Group, Inc. (Nasdaq: ASNA) --
http://www.ascenaretail.com/-- is a national specialty retailer
offering apparel, shoes, and accessories for women under the
Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion
(Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, through its retail brands, operates
ecommerce websites and approximately 2,800 stores throughout the
United States, Canada, and Puerto Rico.
Ascena Retail reported a net loss of $661.4 million for the fiscal
year ended Aug. 3, 2019, a net loss of $39.7 million for the year
ended Aug. 4, 2018, and a net loss of $1.06 billion for the year
ended July 29, 2017. As of Nov. 2, 2019, the Company had $3.49
billion in total assets, $3.32 billion in total liabilities, and
$173 million in total equity.
* * *
As reported by the TCR on Nov. 26, 2019, S&P Global Ratings lowered
its issuer credit rating on Mahwah, N.J.-based women's specialty
apparel retailer Ascena Retail Group Inc. to 'CCC' from 'CCC+' to
reflect the rating agency's belief that it is increasingly likely
the company will pursue a debt restructuring over the next 12
months.
In October 2019, Moody's Investors Service downgraded Ascena Retail
Group, Inc.'s corporate family rating to Caa2 from B3, probability
of default rating to Caa2-PD from B3-PD and senior secured term
loan rating to Caa2 from B3. The downgrades reflect Moody's view
that Ascena's capital structure is likely unsustainable as a result
of its weak operating performance, high leverage, and negative free
cash flow, creating an elevated risk of a debt restructuring
including a material debt repurchase at a significant discount.
ASOCIACION DE PROPIETARIOS: Disclosures Hearing Reset to Feb. 27
----------------------------------------------------------------
The hearing on disclosure statement of Debtor Asociacion De
Propietarios Condominio Radio Centro scheduled for Feb. 20, 2020
has been rescheduled for Feb. 27, 2020, at 9:30 a.m. at the United
States Bankruptcy Court, Southwestern Divisional Office, MCS
Building, Second Floor, 880 Tito Castro Avenue, Ponce, Puerto
Rico.
Objections to the form and content of the disclosure statement
should be in writing and filed with the court and served upon
parties in interest at their address of record not less than 14
days prior to the hearing. Objections not timely filed and served
will be deemed waived.
A copy of the order dated January 28, 2020, is available at
https://tinyurl.com/v73a3tr from PacerMonitor at no charge.
About Asociacion De Propietarios
Condominio Radio Centro
Asociacion De Propietarios Condominio Radio Centro sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R.
Case No. 19-02202) on April 23, 2019. At the time of the filing,
the Debtor was estimated to have assets of less than $100,000 and
liabilities of less than $500,000. Gloria Justiniano Irizarry,
Esq., at JUSTINIANO'S LAW OFFICE, is the Debtor's counsel.
ASTERIA EDUCATION: Has Interim Approval to Use Cash Collateral
--------------------------------------------------------------
Judge Craig A. Gargotta authorized Asteria Education, Inc., to use
the cash collateral of Cadence Bank,N.A., AAVIN Mezzanine Fund,
L.P., AAVIN Equity Partners II, L.P., and WebBank, pursuant to the
budget.
The Court ruled that Cadence, AAVIN and WebBank will continue to
have liens in the Debtor's post-petition assets to the same extent
and priority of their liens prior to the Petition Date.
As adequate protection for the use of the cash collateral, Cadence,
AAVIN, and WebBank are granted a postpetition security interest and
lien upon (a) all property acquired by the Debtor and its
bankruptcy estate, of the kind or type that would constitute the
lender's pre-petition collateral, and on (b) all products and
proceeds of the replacement collateral of the kind or type that
would otherwise constitute the lender's pre-petition collateral.
Moreover, each of Cadence and AAVIN is granted, pursuant to
Sections 507(a)(2) and 507(b) of the Code, an allowed super
priority administrative expense claim in an amount not less than
the aggregate amount of all cash collateral used by the Debtor,
plus the amount of any other diminution in the value of the
prepetition collateral on and after the Petition Date. A copy of
the interim order is available free of charge at
https://is.gd/TZaO40 from PacerMonitor.com.
According to Court dockets, the Court approved the final agreed
order at the Feb. 12, 2020 hearing on the motion. The agreed final
order is due to be filed, the dockets said.
About Asteria Education
Founded in 1982 in San Antonio, Texas, Asteria Education, Inc., aka
ECS Learning Systems, aka Test Smart, LLC, aka Prepworks --
https://staarmaster.ecslearn.com/ -- is an integrated standards
prep company and developer of STAAR MASTER. Through its brands,
Staar Master, Testsmart, and Prepworks, ECS Learning Systems offers
a diverse portfolio of supplementary educational products.
The company filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
20-50169) on Jan. 26, 2020. In the petition signed by David
Cumberbatch, president and CEO, the Debtor was estimated to have
between $1 million and $10 million in both assets and liabilities.
Judge Craig A Gargotta is assigned to the case. Rochelle
Mccullough, LLP, represents the Debtor as counsel.
ASTERIA EDUCATION:Seeks to Use Cadence Bank, et al. Cash Collateral
-------------------------------------------------------------------
Asteria Education, Inc., d/b/a ECS Learning Systems, asked the
Bankruptcy Court to authorize use of cash collateral for general
working capital in its operations.
As of the Petition Date, the Debtor owes these creditors the
following principal loan amounts under their respective
pre-petition loan agreements:
(a) Cadence Bank - $639,000 on a revolving loan; $700,000 on a
term loan;
(b) AAVIN Mezzanine Fund, L.P. - $3,554,911 on the AAVIN Mezz
loan;
(c) AAVIN Equity Partners II, L.P. - $1,445,089 on the AAVIN EP
loans.
The Debtor, Cadence and AAVIN entered into a subordination and
inter-creditor agreement by which AAVIN agreed to subordinate the
AAVIN debt to Cadence.
(d) WebBank, under a series of secured loans borrowed and
repaid. Prior to repaying a fourth loan, Asteria borrowed
additional funds that was memorialized in WebBank loan documents
dated December 27, 2019.
As adequate protection for any diminution of the lenders' interest
in the pre-petition and post-petition collateral to which their
liens attach, Debtor proposed to grant adequate protection in the
form of a post-petition security interest upon all post-petition
property of the same kind and type that is subject to that lender's
properly perfected pre-petition security interests.
A copy of the motion is available free of charge at
https://is.gd/6NPtQF from PacerMonitor.com.
About Asteria Education
Founded in 1982 in San Antonio, Texas, Asteria Education, Inc., aka
ECS Learning Systems, a/k/a Test Smart, LLC, a/k/a Prepworks --
https://staarmaster.ecslearn.com/ -- is an integrated standards
prep company and developer of STAAR MASTER. Through its brands,
Staar Master, Testsmart, and Prepworks, ECS Learning Systems offers
a diverse portfolio of supplementary educational products.
The Company filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
20-50169) on Jan. 26, 2020. In the petition signed by David
Cumberbatch, president and CEO, the Debtor was estimated to have
between $1 million and $10 million in both assets and liabilities.
Judge Craig A Gargotta is assigned to the case. Rochelle
Mccullough, LLP, is the Debtor's counsel.
AT&T INC: S&P Rates New $1.75BB Series C Preferred Shares 'BB+'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating to
Dallas-based AT&T Inc.'s proposed $1.75 billion of perpetual series
C preferred shares. The company will use the proceeds from these
shares for general corporate purposes, which S&P expects will
include share repurchases. S&P classifies the instrument as having
intermediate equity credit (50% equity) based on the proposed terms
and rate it two notches below its 'BBB' long-term issuer credit
rating on the company to reflect its subordination and payment
flexibility due to the optional deferability of the interest
payments.
"Our intermediate equity assessment for the series C preferred
stock reflects the instrument's permanence, subordination, and the
payment flexibility of its interest payments. The instrument is
perpetual with no maturity date but is callable five years after
issuance. If the company were to redeem the issuance then without
replacement using an instrument that had similar equity-like
features, we would likely take away our equity treatment on all of
its remaining hybrid issues. In our view, there is no incentive to
redeem the shares for a long-dated period," S&P said.
The dividend payments are deferrable and there is no limit on how
long the dividends can be deferred. Furthermore, the instrument is
subordinated to all of AT&T's existing and future senior debt
obligations.
BAHIA DEL SOL: Triangle Gets 10 More Days to Reply to Property Sale
-------------------------------------------------------------------
Judge Brian R. Tester of the U.S. Bankruptcy Court for the District
of Puerto Rico granted Triangle Cayman Asset Co. 2, secured
creditor of Bahia del Sol Hotel Corp., a 10-day extension to
finalize Stipulation in connection with the Debtor's proposed sale
of the real property currently known as "Plaza Parguera Hotel"
located at La Parguera Ward, Road 304, Km. 3.2, Lajas, Puerto Rico,
to Puerto Rico Asset Management, LLC for $1.3 million, subject to
overbid. The Order due by Feb. 10, 2019.
About Bahia Del Sol Corporation
Bahia Del Sol Hotel Corporation filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 19-03234) on June 5, 2019,
estimating under $1 million in both assets and liabilities. The
Debtor tapped Noemi Landrau Rivera, Esq., at Landrau Rivera &
Assoc., as counsel.
BCH ENTERPRISES: Seeks to Hire Rounds & Sutter as Counsel
---------------------------------------------------------
BCH Enterprises LLC, seeks authority from the U.S. Bankruptcy Court
for the Central District of California to employ Rounds & Sutter,
LLP, as counsel to the Debtor.
BCH Enterprises requires Rounds & Sutter to:
a. advise and assist the Debtor with respect to the
administration of the bankruptcy proceeding and compliance
with the requirements of the U.S. Trustee;
b. advise the Debtor regarding matters of bankruptcy law,
including the rights and remedies of a debtor-in-
possession;
c. represent the Debtor with respect to applications, motions
and adversary proceedings and other hearings in the
Bankruptcy Court and in any action in any other court where
the Debtor's rights under the Bankruptcy Code may be
litigated or affected;
d. review and analyze all applications, orders, and motions
filed with the Bankruptcy Code by third parties in the
proceeding and advise the Debtor thereon;
e. attend all meetings conducted pursuant to the Bankruptcy
Code and represent the Debtor at all examinations;
f. communicate with creditors and all other parties in
interest;
g. assist the Debtor in preparing all necessary applications,
motions, orders, supporting positions taken by the Debtor,
and preparing witnesses and review documents in this
regard;
h. confer with all other professionals, including any
accountants, brokers and consultants retained by the Debtor
and by any other party in interest;
i. assist the Debtor in the negotiations with creditors or
third parties concerning the terms of any proposed plan of
reorganization;
j. prepare, draft, and prosecute the plan of reorganization
and disclosure statement; and
k. take such other action and perform such other legal
services as may be in the interest of the Debtor and estate
in connection with the Chapter 11 case.
Rounds & Sutter will be paid at these hourly rates:
Attorneys $350
Associates $275
Paralegals $110
Clerical Staffs $45
On January 30, 2020, the Debtor paid Rounds & Sutter an initial
retainer of $25,000. Of the initial retainer, the amount of $9,767
for pre-pettion fees and filing fee. The balance of the initial
retainer in the amount of $2,733 is held in the Firm's trust
account. The additional retainer of $12,500 will be paid by the
Debtor on February 14, 2020.
Rounds & Sutter will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Randall V. Sutter, partner of Rounds & Sutter, LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Rounds & Sutter can be reached at:
Randall V. Sutter, Esq.
ROUNDS & SUTTER LLP
674 County Square Drive, Suite 108
Ventura, CA 93003
Tel: (805) 650-7100
Fax: (805) 832-6315
E-mail: rsutter@rslawllp.com
About BCH Enterprises
BCH Enterprises LLC, based in Westlake Village, CA, filed a Chapter
11 petition (Bankr. C.D. Cal. Case No. 20-10157) on Jan. 31, 2020.
In the petition signed by Brett Harrison, LLC member/manager, the
Debtor was estimated to have $10 million to $50 million in both
assets and liabilities. Randall V. Sutter, Esq., of Rounds &
Sutter, LLP, serves as bankruptcy counsel to the Debtor.
BLUE EAGLE: Blue Smash $124K Sale of 4 Blount County Parcels Okayed
-------------------------------------------------------------------
Judge Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized Blue Smash Investments,
LLC, an affiliate of Eagle Farming, LLC, to sell the following
parcels of property located in Blount County, Alabama: (i) Tax
Parcel Identification Number 04-06-14-0-000-005.000; (ii) Tax
Parcel Identification Number 04-01-11-0-000-004.000; (iii) Tax
Parcel Identification Number 04-01-11-0-000-003.006; and (iv) Tax
Parcel Identification Number 04-01-11-0-000-003.001, to the Blount
County Commission for $124,000.
These Properties are listed in the Debtor's schedules as "US Hwy
231 Rainbow Crossing."
Blue Smash is authorized to sell the Property to the Blount County
Commission pursuant to the Purchase Agreement outside the ordinary
course of business, and take any actions and execute any agreements
or other documentation that are necessary or desirable to
effectuate the transaction contemplated thereunder.
The Property will be sold free and clear of any liens or
encumbrances with any liens or encumbrances to attach to the net
proceeds of the sale.
Blue Smash, the Purchasers or any applicable title company may
request from this Court such other and further order as may be
necessary to effectuate the sale.
Blue Smash is authorized to take all such actions as are necessary
to implement the terms of the Order.
About Blue Eagle Farming
Blue Eagle Farming and H J Farming are engaged in the business of
cattle ranching and farming. Blue Smash Investments operates in
the financial investment industry; War-Horse Properties manages
companies and enterprises; Eagle Ray Investments and Forse
Investments are lessors of real estate while Armor Light, LLC, is
engaged in the business of residential building construction.
Blue Eagle Farming, LLC, and its affiliate H J Farming, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ala. Case Nos. 18-02395 and 18-02397) on June 8, 2018.
On June 9, 2018, five Blue Eagle affiliates filed Chapter 11
petitions: Blue Smash Investments LLC, Eagle Ray Investments LLC,
Forse Investments LLC, Armor Light LLC, and War-Horse Properties,
LLLP (Bankr. N.D. Ala. Case Nos. 18-81707 to 18-81711). The cases
are jointly administered under Case No. 18-02395.
In the petitions signed by Robert Bradford Johnson, general partner
of Blue Eagle Farming, LLC's sole owner, Blue Eagle estimated $1
million to $10 million in assets and $100 million to $500 million
in liabilities as of the bankruptcy filing.
Judge Tamara O. Mitchell presides over the cases.
Burr & Forman LLP is the Debtors' legal counsel.
BLUESTEM BRANDS: S&P Withdraws 'CCC-' Long-Term ICR
---------------------------------------------------
S&P Global Ratings withdrew its 'CCC-' long-term issuer credit
rating on Minnesota-based online retailer Bluestem Brands Inc. at
the company's request. S&P also withdrew its issue-level rating on
the company's term loan. S&P notes that the ratings are no longer a
requirement of the lenders.
At the time of the withdrawal, the outlook on Bluestem Brands Inc.
was negative.
BOARDRIDERS INC: S&P Alters Outlook to Negative, Affirms 'B-' ICR
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
Boardriders Inc., but it revised its outlook to negative,
reflecting its revised expectations for negative free operating
cash flows (FOCF) through fiscal 2020 and the potential for a
covenant violation.
Boardriders is likely to violate its leverage covenant unless it
receives an amendment from lenders or its financial sponsor owners
take an action to remain in compliance, such as an equity cure.
The total leverage covenant on Boardriders' term loan stepped down
to 2.75x for the quarter ended Jan. 31, 2020, and it steps down
again to 2.5x in July 2020. S&P believes Boardriders' leverage may
have breached these covenant levels in January given higher
revolver borrowings to fund continued cash restructuring costs, and
cash outflows to resolve a cyberattack incident. Boardriders is in
discussions with lenders to amend the covenants, and it noted in
its annual report that its sponsors are considering taking other
actions including an equity contribution sufficient to cure the
anticipated covenant violation. Therefore, S&P does not expect the
covenant issues to lead to a payment or technical default in the
near term. Still, even if the company successfully receives an
amendment, it believes its EBITDA cushion relative to covenant
levels could be tight over the next year.
The negative outlook reflects that S&P could lower the rating if
the company does not successfully amend its leverage covenant to
provide more cushion, or if the rating agency believes the company
will continue to generate negative free cash flow in 2021 because
of incremental restructuring and growth initiatives that do not
reverse recent sales declines.
"We could lower the rating on Boardriders if we believe the company
will not generate positive free operating cash flow in 2021,
potentially due to restructuring costs unexpectedly continuing,
continued high working capital needs, or accelerating growth
investments that do not yield anticipated results," S&P said.
"We could revise the outlook back to stable if we believe the
company will generate and sustain positive free operating cash
flows, and restore well over 10% cushion on its financial
covenants. This should be achievable by the end of 2021, assuming
the company successfully amends its covenants to permanently higher
levels and meets our base-case forecast," the rating agency said.
BOY SCOUTS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Boy Scouts of America (Lead Case) 20-10343
1325 West Walnut Hill Lane
Irving, TX 75038
Delaware BSA, LLC 20-10342
1325 West Walnut Hill Lane
Irving, TX 75038
Business Description: The Boy Scouts of America --
https://www.scouting.org -- is a federally
chartered non-profit corporation under title
36 of the United States Code. Founded in
1910 and chartered by an act of Congress in
1916, the BSA's mission is to train youth in
responsible citizenship, character
development, and self-reliance through
participation in a wide range of outdoor
activities, educational programs, and, at
older age levels, career-oriented programs
in partnership with community organizations.
The national headquarters of the BSA is
located in Irving, Texas.
Chapter 11 Petition Date: February 18, 2020
Court: United States Bankruptcy Court
District of Delaware
Debtors'
General
Bankruptcy
Counsel: James F. Conlan, Esq.
Thomas A. Labuda, Esq.
Michael C. Andolina, Esq.
Matthew E. Linder, Esq.
Joe Schomberg, Esq.
SIDLEY AUSTIN LLP
One South Dearborn Street
Chicago, Illinois 60603
Tel: (312) 853-7000
E-mail: jconlan@sidley.com
tlabuda@sidley.com
mandolina@sidley.com
mlinder@sidley.com
jschomberg@sidley.com
- and -
Jessica C. K. Boelter, Esq.
SIDLEY AUSTIN LLP
787 Seventh Avenue
New York, New York 10019
Tel: (212) 839-5300
E-mail: jboelter@sidley.com
Debtors'
Delaware
Counsel: Derek C. Abbott, Esq.
Andrew R. Remming, Esq.
Joseph C. Barsalona II, Esq.
Eric W. Moats, Esq.
Paige N. Topper, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 North Market Street, 16th Floor
P.O. Box 1347
Wilmington, Delaware 19899-1347
Tel: (302) 658-9200
E-mail: dabbott@mnat.com
aremming@mnat.com
jbarsalona@mnat.com
emoats@mnat.com
ptopper@mnat.com
Debtors'
Financial
Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC
Debtors'
Noticing,
Claims, &
Solicitation
Agent: OMNI AGENT SOLUTIONS
https://is.gd/omxFkZ
Boy Scouts of America's
Estimated Assets: $1 billion to $10 billion
Boy Scouts of America's
Estimated Liabilities: $500 million to $1 billion
Delaware BSA's
Estimated Assets: $0 to $50,000
Delaware BSA's
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Steven P. McGowan, secretary and
general counsel.
Copies of the petitions are available for free at PacerMonitor.com
at:
https://is.gd/QRskqu
https://is.gd/6vpiq1
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Williams, Roy L. Restoration Plan $2,386,986
Address on File
2. Mazzuca, Robert J. Deferred $1,609,662
Address on File Compensation/
Restoration Plan
3. Brock, C. Wayne Deferred $1,140,755
Address on File Compensation/
Restoration Plan
4. Connelly, Kenneth L. Restoration Plan $948,559
Address on File
5. Hoover Jr., C. Michael Restoration Plan $915,037
Address on File
6. Ross II, David J. Restoration Plan $904,795
Address on File
7. NCS Pearson, Inc. Trade Payable $714,588
200 Old Tappen Road
Old Tappan, NJ 07675
Attn: Bjarne Tellmann
Title: General Counsel and Chief
Legal Officer
Tel: 201-236-5416
Email: bjarne.tellmann@pearson.com
8. Surbaugh, Michael Restoration Plan $699,388
Address on File
9. Ratcliffe, Judith Restoration Plan $594,295
Address on File
10. Tuggle, Robert Restoration Plan $589,471
Address on File
11. American Engineers & Trade Payable $533,950
Contractors
224 Datura St, Ste 1012
West Palm Beach, FL 33401
Attn: Shiv Shahi
Title: Owner
Tel: 561-666-9327
Email: shiv@aecbuild.com
12. Ohmstede, Roger A. Restoration Plan $512,590
Address on File
13. Varnell, Thomas Deferred $397,582
Address on File Compensation
14. Terry, Anne Restoration Plan $393,977
Address on File
15. Lion Brothers Company Inc. Trade Payable $355,795
10246 Reisterstown Road
Owings Mills, MD 21117
Attn: Susan Ganz
Title: Chief Executive Officer
Tel: 410-363-1000, EXT. 247
Email: sganz@lionbrothers.com
16. Fitzgibbon, Thomas H. Restoration Plan $353,449
Address on File
17. McChesney, Donald Restoration Plan $328,739
Address on File
18. Butler, Gary Restoration Plan $324,387
Address on File
19. Travis, Hugh Deferred $306,816
Address on File Compensation
20. Farmer, Bradley Restoration Plan $304,736
Address on File
21. Stone, Kathy Sue Restoration Plan $254,068
Address on File
22. Hunt, Jeffrey Restoration Plan $237,271
Address on File
23. Harrington, Thomas Restoration Plan $228,275
Address on File
24. Green, John Restoration Plan $224,126
Address on File
25. Quad/Graphics, Inc. Trade Payable $174,600
N61W23044 Harry's Way
Sussex, WI 53089-2827
Attn: Joel Quadracci
Title: Chairman, President & Chief
Executive Officer
Tel: 414-566-2200
Email: joel.quadracci@qg.com
26. Blackwell, Raymond L. Restoration Plan $174,241
Address on File
27. Doe Claimant 2001 Litigation Undetermined
c/o Law Offices of
Jeffrey E. Martin, LLC
2340 S. Arlington Hts.
Rd., Ste 520
Arlington Hts., IL 60005
Tel: 847-956-0000
28. Doe Claimant 2002 Litigation Undetermined
Address on File
29. Lehr, Richard Litigation Undetermined
Address on File
30. Pension Benefit Pension Undetermined
Guaranty Corporation Guaranty
1200 K Street N.W.
Washington, DC 20005
Attn: Patricia Kelly
Title: Chief Financial Officer
Tel: 202-229-3033
Email: kelly.patricia@pbgc.gov
To protect the identities and/or personal contact information of
certain individuals listed, the Debtors have redacted such
information from this list. The Debtors are providing an
unredacted version of this list to the Court and the Office of the
United States Trustee. Amounts related to Restoration Plan are
based on a preliminary actuarial determination.
List of 25 Law Firms With the Largest Number of Representations of
Holders of Abuse Claims:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Andreozzi & Associates, P.C. Abuse- Undetermined
111 N. Front Street Related
Harrisburg, Pennsylvania 17101 Litigation
Attn: Nathaniel L. Foote, Esq.
Tel: 717-686-9936
Fax: 717-525-9143
2. AVA Law Group, Inc. Abuse- Undetermined
3667 Voltaire Street Related
San Diego , California 92106 Litigation
Attn: Andrew Van Arsdale, Esq.
Tel: 1-866-428-2589
Fax: 619-347-2705
Email: support@ava.law
3. Bondurant, Mixson & Abuse- Undetermined
Elmore, LLC Related
One Atlantic Center, 1201 Litigation
West Peachtree Stree NW,
Suite 3900
Atlanta, Georgia 30309
Attn: Michael B. Terry
Tel: 404-881-4100
Fax: 404-881-4111
Email: terry@bmelaw.com
4. Crew Janci LLP Abuse- Undetermined
1200 NW Naito Parkway, Related
Suite 500 Litigation
Portland, Oregon 97209
Attn: Stephen Crew
Tel: 503-306-0224
Fax: 503-467-4940
Email: steve@crewjanci.com
5. Dumas Law Group, LLC Abuse- Undetermined
(a/k/a Dumas & Vaughn Related
Attorneys at Law) Litigation
3835 NE Hancock Street,
Suite GL-B
Portland, Oregon 97212
Attn: Gilion Dumas
Tel: 503-616-5007
Email: gilion@dumaslawgroup.com
6. Eisenberg Rothweiler, Abuse- Undetermined
Winkler, Eisenberg & Jeck, P.C. Related
1634 Spruce Street Litigation
Philadelphia, Pennsylvania 19103
Attn: Stewart Eisenberg, Esq.
Tel: 215-398-7544
Fax: 215-546-0118
7. Green & Gillispie Abuse- Undetermined
1 Riverfront Place, Suite 605 Related
North Little Rock, Arkansas Litigation
72114
Attn: Joshua Gillispie
Tel: 501-244-0700
Fax: 501-244-2020
Email: josh@greenandgillispie.com
8. Gregg, Hunt, Ahern & Embry Abuse- Undetermined
Attorneys at Law Related
One Cranberry Hill, #304 Litigation
Lexington, Massachusetts 02421
Attn: Jonathan Barnes
Tel: 617-494-1920
Fax: 617-494-1921
Email: jbarnes@chelaw.com
9. Hurley McKenna & Mertz P.C. Abuse- Undetermined
33 N. Dearborn Street, Suite 1430 Related
Chicago, Illinois 60602 Litigation
Attn: Christopher Hurley
Tel: 312-553-4900
Fax: 312-553-0964
Email: churley@hurley-law.com
10. Jeff Anderson & Abuse- Undetermined
Associates, PA Related
505 Thornall Street, Suite 405 Litigation
Edison, New Jersey 08837
Attn: Jeffrey Anderson
Tel: 909-344-3847
Email: jeff@andersonadvocates.com
11. Kosnoff Law Abuse- Undetermined
1321 Upland Drive PMB 4685 Related
Houston, Texas 77043 Litigation
Attn: Timothy Kosnoff, Esq.
Tel: 206-257-3590
Fax: 206-837-9690
Email: tim@kosnoff.com
12. Law Offices of Mitchell Abuse- Undetermined
Garabedian100 State Street, Related
6th Floor Boston, Litigation
Massachusetts 02109
Attn: Mitchell Garabedian
Tel: 617-523-6520
Fax: 617-523-3687
Email: mgarabedian@garabedianlaw.com
13. Lindsay Hart, LLP Abuse- Undetermined
1300 SW 5th Ave, Suite 3400 Related
Portland, Oregon 97201 Litigation
Attn: James L. Dumas
Tel: 503-226-7677
Email: jdumas@lindsayhart.com
14. Lujan & Wolff, LLP Abuse- Undetermined
238 Archbishop Flores Street, Related
Suite 300, DNA Building Litigation
Hagatna, Guam 96910
Attn: David Lujan
Tel: 671-477-8064
Fax: 671-477-5297
15. Marsh Law Firm Abuse- Undetermined
151 East Post Road, Ste. 102 Related
White Plains, New York 10601 Litigation
Attn: James Marsh
Tel: 929-232-3235
Email: jamesmarch@marsh.law
16. Merson Law Abuse- Undetermined
150 East 58th St., 34th Floor Related
New York, New York 10155 Litigation
Attn: Jordan Merson
Tel: 212-603-9100
Fax: 347-441-4171
Email: jmerson@mersonlaw.com
17. Michael G. Dowd Abuse- Undetermined
600 Third Ave., 15th Floor Related
New York, New York 10016 Litigation
Attn: Michael G. Dowd
Tel: 212-751-1640
18. Paul Mones Abuse- Undetermined
13101 Washington Blvd. Related
Los Angeles, California 90066 Litigation
Attn: Paul Mones
Tel: 310-400-5960
Email: pamones@comcast.net
19. Penn Law Group Abuse- Undetermined
4200 Northside Parkway, Related
NW, Building One, Suite 100 Litigation
Atlanta, Georgia 30327
Attn: Darren Penn
Tel: 404-961-7655
Email: darren@pennlawgroup.com
20. Pfau, Cochran, Vertetis, Abuse- Undetermined
Amala PLLC Related
403 Columbia Street, Ste. 500 Litigation
Seattle, Washington 98104
Attn: Michael Pfau
Tel: 206-451-8260
Fax: 206-623-3624
Email: michael@pcvalaw.com
21. Rebenack, Aronow, Abuse- Undetermined
Mascolo, LLP Related
111 Livingston Avenue Litigation
New Brunswick , New Jersey 08901
Attn: Jay Silvio Mascolo
Tel: 732-247-3600
Fax: 732-247-3630
Email: Jmascolo@ram.law
22. Robins Kaplan LLP Abuse- Undetermined
399 Park Avenue, Suite 3600 Related
New York, New York 10022 Litigation
Attn: Patrick Stoneking
Tel: 212-980-7400
Fax: 212-980-7499
Email: pstoneking@robinskaplan.com
23. Rubenstein & Rynecki Abuse- Undetermined
16 Court Street, Ste. 1717 Related
Brooklyn, New York 11241 Litigation
Attn: Sanford Rubenstein
Tel: 718-522-1020
24. Sweeny Reich & Bolz, LLP Abuse- Undetermined
1981 Marcus Avenue, Ste. 200 Related
Lake Success, New York 11042 Litigation
Attn: Gerard Sweeney
Tel: 718-459-9000
25. Thomas Law Office, PLLC Abuse- Undetermined
9418 Norton Commons Blvd., Related
Ste. 200 Litigation
Louisville, Kentucky 40059
Attn: Tad Thomas
Tel: 877-736-4963
Fax: 502-785-7257
Email: tad@thomaslawoffices.com
BWX TECHNOLOGIES: S&P Affirms 'BB+' Rating on $400MM Unsec. Notes
-----------------------------------------------------------------
S&P Global Ratings said it corrected its recovery ratings on BWX
Technologies Inc.'s $400 million unsecured notes due 2026 to '4'
from '3', and affirmed the 'BB+' issue-level rating. Due to an
error when S&P first assigned the recovery rating, a collection
allocation mechanism (CAM) feature on the secured facility and the
U.S. entities' guarantee on the Canadian term loan were not
correctly accounted for. The secured facility has U.S. and Canadian
term loans and a revolver that can be drawn by U.S. and Canadian
entities (unrated). Due to the Canadian borrowings being
under-collateralized, accounting for this feature reduced the
collateral available for unsecured creditors. The updated recovery
analysis is provided below.
RECOVERY ANALYSIS
Key analytical factors
-- The recovery rating on the company's $400 million unsecured
notes due 2026 is '4'.
-- The company's capital structure also includes a $500 million
secured revolver ($250 million of which is available to the
Canadian borrower), a $50 million secured U.S. dollar term loan A,
and a $250 million (U.S. dollar equivalent) secured Canadian dollar
term loan A, all due 2023. The secured credit facilities are not
rated.
-- S&P has valued the company on a going-concern basis using a 5x
multiple of its projected emergence EBITDA.
-- Other key assumptions at default include: LIBOR of 2.5% and the
revolver is 85% drawn.
Simulated default assumptions
-- Simulated year of default: 2025
-- EBITDA at emergence: $165 million
-- EBITDA multiple: 5x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $723
million
-- Valuation split (obligors/nonobligors): 85%/15%
-- Collateral value available to first lien creditors: $723
million
-- Total first-lien debt: $587 million
-- Recovery expectations: N/A
-- Collateral value available to unsecured creditors: $136
million
-- Total unsecured debt: $411 million
-- Recovery expectations: 30%-50% (rounded estimate: 30%)
CAH ACQUISITION 3: Trustee's $275K All Assets Sale to Atchison OK'd
-------------------------------------------------------------------
Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized Thomas W. Waldrep,
Jr., the duly appointed Chapter 11 Trustee in the case of CAH
Acquisition Co. #3, LLC, doing business as Horton Community
Hospital, to sell all real property and associated personal
property of the Debtor, to Atchison Hospital Association for
$275,000.
The Sale Hearing was held on Jan. 16, 2020.
The Trustee, with the assistance of sales agent Sherwood Partners,
Inc., conducted an auction of the Debtor's assets pursuant to the
Bidding Procedures Order on Dec. 19, 2019 in Charlotte, North
Carolina. At the close of bidding, the Trustee determined that
Atchison's bid of 275,000 constituted the highest and best offer.
The Trustee designated Jefferson County Memorial Hospital, Inc. as
the backup bidder entitled to purchase the Transferred Assets
subject to Court approval if the sale to Atchison was not
consummated or was otherwise disapproved by the Court.
The Agreement and all of the terms and conditions thereof are
approved and incorporated in the Order by reference.
The sale is free and clear of all Liens, Claims, Encumbrances and
other interests of any kind or nature whatsoever.
At Closing, the Purchaser will remit to the Trustee the purchase
price of $275,000, less the amount of any deposit held by the
Trustee.
Pursuant to the terms of the Agreement, the Purchaser has elected
not to seek assignment of any executory contract and/or unexpired
lease held by the Debtor.
The Order will take effect immediately, will not be stayed, and the
Court finds and concludes that good cause exists to waive any
applicable stay provided under Bankruptcy Rules 6004(g), 6004(h),
6006(d), 7062, 9014, or otherwise. Accordingly, any such stay is
waived, and the Trustee and the Purchaser are authorized to close
the Sale immediately upon entry of the Order in accordance with and
subject in all respects to the terms and conditions of the
Agreement.
The Order constitutes a final and appealable order within the
meaning of 28 U.S.C. Section 158(a) notwithstanding Bankruptcy
Rules 6004(h) and 6006(d).
A copy of the Agreement is available at https://tinyurl.com/szagk8a
from PacerMonitor.com free of charge.
About Horton Community Hospital
CAH Acquisition Company # 3, LLC, d/b/a Horton Community Hospital,
owns a 25 bed critical access hospital in Saint Louis, Missouri.
Services -- http://www.horton-hospital.com/-- include diagnostic
and therapeutic services, 24-hour emergency care, convenient and
specialized outpatient resources, pharmaceutical services and
other
services.
The Company previously sought bankruptcy protection on Oct. 10,
2011 (Bankr. W.D. Mo. Case No. 11-44741).
The Company again sought Chapter 11 protection (Bankr. E.D.N.C.
Case No. 19-01180) on March 14, 2019. The Debtor was estimated to
have assets of $0 to $50,000 and liabilities of $1 million to $10
million. The Hon. Joseph N. Callaway is the case judge. SPILMAN
THOMAS & BATTLE, PLLC, is the Debtor's counsel.
On March 15,2019, Thomas W. Waldrep, Jr., was appointed as Chapter
11 Trustee for the Debtor. The Trustee's own firm, WALDREP LLP,
serves as counsel in the Chapter 11 case.
On Oct. 22, 2019, Employ Sherwood Partners, Inc. was appointed as
Sales Agent for the Trustee.
CALERES INC: S&P Puts 'BB' ICR on CreditWatch Negative
------------------------------------------------------
S&P Global Ratings placed all its ratings on Caleres Inc.,
including its 'BB' issuer credit rating, on CreditWatch with
negative implications.
The CreditWatch placement follows the company's
weaker-than-expected sales over the holiday season, including a 3%
decline in overall sales as well as a sharp drop in sales (about
9%) in its Brand Portfolio segment (which represents 40% of its
total sales).
Despite growth (comparable store sales grew 510 basis points [bps])
at its Famous Footwear segment, which accounts for 60% of its total
sales, the company's consolidated revenue declined by about 300 bps
because of pressure in its Brand Portfolio segment.
The CreditWatch negative placement indicates that there is at least
a 50% chance S&P will lower S&P's ratings on Caleres by one notch
or more in the next three months. The extent of the downgrade will
depend on S&P's view of the company's ability to cope with the weak
operating trends in the highly competitive and rapidly changing
retail environment. S&P will also assess Caleres' ability to
improve its credit metrics and evaluate its financial policy,
including its cash flow allocation and debt reduction.
CALIFORNIA RESOURCES: Masters Capital Has 2.3% Stake as of Dec. 31
------------------------------------------------------------------
Masters Capital Management, LLC and Michael Masters disclosed in a
Schedule 13G filed with the Securities and Exchange Commission that
as of Dec. 31, 2019, they beneficially own 1,149,480 shares of
common stock of California Resources Corporation, which represents
2.34 percent of the shares outstanding. A full-text copy of the
regulatory filing is available for free at:
https://is.gd/4kbgHx
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.
CATALINA SEA: March 24 Auction of All Assets Set
------------------------------------------------
Judge Neil W. Bason of the U.S. Bankruptcy Court for the Central
District of California authorized Catalina Sea Ranch, LLC's
proposed form of Asset Purchase Agreement, and proposed bidding
procedures in connection with the auction sale of substantially all
assets.
A hearing on the Motion was held on Jan. 28, 2020 at 2:00 p.m.
The Auction and Sale Hearing will take place before the Court on
March 24, 2020, commencing at 2:00 p.m. Only qualified bidders
will have the right to participate in the Auction.
The revised Template APA, filed on Jan. 30, 2020 as Exhibit 2 to
the Notice of Submission of Blacklined and Clean Revised Template
Asset Purchase Agreement is approved as a form of Asset Purchase
Agreement between the Debtor and any prospective bidder who seeks
to participate in the Auction pertaining to a sale of substantially
all of the Purchased Assets.
The Debtor will provide notice of the Auction and Sale Hearing
(Exhibit 1) -- modified to conform to the changes in ordering the
following -- to all of the Debtor's known creditors via U.S. mail,
no later than Feb. 4, 2020, and to all prospective bidders as
determined by the Debtor's Financial Advisor, in consultation with
the Debtor, as soon as practicable.
A. In order to participate in the Auction, a prospective
bidder must do each of the following:
a. Deliver to the Debtor’s counsel and the Debtor’s
Financial Advisor by 5:00 p.m. (PST) California Time on March 10,
2020, a blacklined version of the Template APA showing any changes
the prospective bidder desires to make, including that each
prospective bidder must include its proposed purchase price in the
Template APA (which will be subject to overbid rights at the
Auction);
b. In addition to any debt that any prospective bidder
desires to assume and any other form of consideration any
prospective bidder desires to offer, each prospective bidder must
agree to pay cash to the Debtor's bankruptcy estate of $1.25
million and to assume and/or to pay all of the Debtor's outstanding
post-bankruptcy debt (other than any professional fees/expenses)
that would be owing by the Debtor at the time of the sale closing,
estimated to be approximately $500,000. Therefore, prospective
bidders should be prepared to provide a minimum all-cash bid of
$1.75 million;
c. Provide the Debtor with a cash deposit in the amount
of $250,000 by 5:00 p.m. (PST) California Time on March 10, 2020
that the Company will hold in trust and which deposit will be
non-refundable and forfeited to the Company in the event such
prospective bidder is deemed to be the winning bidder at the
Auction and fails to close its purchase within 15 days following
the date of entry of a Bankruptcy Court order granting the Sale
Motion;
d. Provide prior to the Auction the evidence necessary to
enable the winning bidder to demonstrate adequate assurance of
future performance under any of the Debtors executory contracts and
unexpired leases that the winning bidder desires to take an
assignment of, but obtaining such assignment(s) will not be a
condition to the winning bidder's forfeiture of its deposit if the
winning bidder fails to close its purchase within 15 days following
the date of entry of the Bankruptcy Court order granting the Sale
Motion;
e. Provide the Debtor's Financial Advisor by 5:00 p.m.
(PST) California Time on Tuesday, March 10, 2020 evidence to
demonstrate that the prospective bidder has available to it cash
and/or committed financing that would enable the prospective bidder
to have the financial ability to consummate its purchase of the
Purchased Assets if the prospective bidder is determined by the
Court to be the highest and best bidder. Any disagreement between
the Debtor's Financial Advisor and the prospective bidder over the
prospective bidder’s financial qualification would be resolved by
the Court; and
f. If more than one qualified bidder appears at the
Auction, the Debtor's Financial Advisor will determine the order of
the bidding by randomly selecting bidding numbers for each bidder.
The bidding increments will be $25,000 or higher figures which are
wholly divisible by $25,000.
Any opposition to the proposed sale must be filed and served by
5:00 p.m. California Time on March 10, 2020. Notwithstanding the
immediately preceding sentence, objections may be raised orally at
the hearing to the extent that such objections are based on (a)
information that is not available until the bids are available or
(b) information that is to be provided later, such as proposed cure
amounts and the bidder's financial ability to provide adequate
assurance of future performance.
Any reply to any opposition must be filed and served by 5:00 p.m.
California Time on March 17, 2020.
A copy of the Exhibit 1 is available at https://tinyurl.com/whejg48
from PacerMonitor.com free of charge.
About Catalina Sea Ranch
Catalina Sea Ranch, LLC, a Delaware limited liability company, was
formed in November 2012 to develop the first offshore aquaculture
facility in federally regulated waters of the United States. Its
initial strategic plan began with its founder Phil Cruver's vision
to develop a commercially sustainable offshore mussel farm to grow
blue Mediterranean mussels on its 100-acre site located
approximately six miles offshore on the San Pedro shelf between
Long Beach and Huntington Beach. It established an operations
center at the Port of Los Angeles located on a deep-water channel
where it berths its vessels. The company then began development of
a 38 longline mussel farm and installed anchors, ropes and floats,
and seeded mussels on grow lines attached to the longlines.
On Sept. 15, 2019, and prior to activating the Assignment, an
involuntary petition under chapter 7 of the Bankruptcy Code was
filed against Catalina Sea Ranch, LLC. On Dec. 18, 2019, the case
was converted to chapter 11 (Bankr. C.D. Cal. Case No.
2:19-bk-24467).
CAYE SOUTH: Seeks to Hire Frank B. Lyon as Legal Counsel
--------------------------------------------------------
Caye South Management Group, Inc. seeks authority from the U.S.
Bankruptcy Court for the Western District of Texas to employ the
Law Offices of Frank B. Lyon, as its legal counsel.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
a. advise the Debtor of its powers and duties in the continued
operation of its business and management of its property;
b. advise the Debtor of its responsibilities under the
Bankruptcy Code;
c. assist the Debtor in preparing and filing the required
schedules, statement of affairs, monthly financial reports, the
initial debtor report and other documents;
e. represent the Debtor in adversary proceedings and other
contested and uncontested matters both in the bankruptcy court and
in other courts of competent jurisdiction related to the case and
the Debtor's financial affairs;
f. represent the Debtor in the negotiation and documentation
of any sales or refinancing of property of the estate, and in
obtaining the necessary approval of such sales or refinancing by
the bankruptcy court; and
g. assist the Debtor in the formulation of a plan of
reorganization and disclosure statement, and take the necessary
steps to obtain court approval of such disclosure statement and
plan.
The firm will be paid at these hourly rates:
Frank B. Lyon $425
Legal Assistants $150
Prior to its bankruptcy filing, the Debtor paid the firm the sum of
$10,000, of which $5,087.65 was used to pay the firm's
pre-bankruptcy fees and expenses while $1,717 was used to pay the
filing fee, resulting in a retainer of $3,195.35. Post-petition,
the Debtor paid the firm a $6,717 retainer.
The firm will also be reimbursed for work-related expenses
incurred.
Frank Lyon, Esq., a partner at the Law Offices of Frank B. Lyon,
assured the court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
Frank B. Lyon can be reached at:
Frank B. Lyon, Esq.
Law Offices of Frank B. Lyon
3508 Far West Boulevard, Suite 170
Austin, TX 78731
Tel: (512) 345-8964
Fax: (512) 697-0047
Email: frank@franklyon.com
About Caye South Management Group
Based in Austin, Texas, Caye South Management Group, Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tex. Case No. 19-11265) on Sep. 20, 2019, listing under $1 million
in both assets and liabilities. Judge Tony M. Davis oversees the
case. The Debtor tapped the Law Offices of Frank B. Lyon as its
legal counsel.
CEED PROPERTIES: Seeks to Hire Bull Realty as Real Estate Agent
---------------------------------------------------------------
CEED Properties, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to employ Bull Realty, Inc. as
its real estate agent.
The firm will assist in the sale or lease of the Debtor's real
property located at 3429 Covington Highway, Decatur, Ga.
The Debtor will pay the firm a commission of up to 6 percent of the
sales price, to be split with a buyer's agent, if any, upon
consummation of the sale.
Andy Lundsberg, a partner at Bull Realty, disclosed that he and
everyone in his firm are "disinterested" as defined by Section
101(13) of the Bankruptcy Code.
The firm may be reached at:
Bull Realty, Inc.
50 Glenlake Pkwy, Suite 600
Atlanta, GA 30328
Fax: 404-876-7073
About CEED Properties
CEED Properties LLC, a Georgia limited liability company,
classifies its business as single asset real estate (as defined in
11 U.S.C. Section 101(51B)).
CEED Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-63948) on Sept. 3,
2019. At the time of the filing, the Debtor was estimated to have
assets of between $1 million and $10 million and liabilities of the
same range. Judge Barbara Ellis-Monro oversees the case. David A.
Geiger, Esq., at Geiger Law, LLC, is the Debtor's legal counsel.
CELADON GROUP: $14.5M Sale of All Taylor Assets to White Approved
-----------------------------------------------------------------
Judge Karen B. Owens of the U.S. Bankruptcy Court for the District
of Delaware authorized Celadon Group, Inc. and its affiliated
Debtors to sell substantially all assets of Debtor Taylor Express,
Inc. to White Willow Holdings, LLC for $14.5 million, subject to
adjustment.
The Sale Hearing was held on Jan. 30, 2020.
The Court entered the Bidding Procedures Order on Jan. 6, 2020.
Notwithstanding the marketing process undertaken by the Debtors and
their professionals, no Qualified Bid, other than the Buyers bid,
as contemplated in the Asset Purchase Agreement in the amount of
$14.5 million (subject to adjustment as contemplated by the terms
of the Asset Purchase Agreement), and a credit bid by Blue Torch
Finance, LLC as lender under the Credit Agreement, was submitted by
the Bid Deadline. Accordingly, on Jan. 20, 2020, the Debtors filed
the Auction Notice, announcing that the Debtors had cancelled the
Auction and deemed the Buyer the Successful Bidder, and Blue Torch
Finance, LLC and Credit Agreement Agent consented to the Seller's
acceptance of the Buyer's bid and withdrew its credit bid.
The APA and all of the terms and conditions thereof, are approved,
and the Debtors are authorized and directed to enter into all
related agreements and such other ancillary documents consistent
with the terms od the Order and in furtherance thereof.
Upon the Closing Date, the Purchase Price will be paid as set forth
in Section 3.2 of the APA and, in accordance with the lien
priorities set forth in the Final DIP Order, the Debtors will cause
the Buyer to remit the Purchase Price as follows:
(A) reserves for Anthem Insurance Companies, Inc., doing
business as Anthem Blue Cross and Blue Shield, on account of health
care claims for services covered by the Debtors' Self-Insured
Health Plan and related services; KERP/KEIP benefits; Professional
Fee Reserve; and disputed Cure Costs in excess of $225,000 from
proceeds attributable to the Term Loan Priority Collateral; then
(B) (i) the portion of the Purchase Price attributable to Term
Loan Priority Collateral and DIP Collateral will be paid to the
Prepetition Term Loan Agent and DIP Agent to be applied to
Prepetition Term Loan Obligations and DIP Obligations in accordance
with the Prepetition Term Loan Agreement and DIP Credit Agreement,
and (ii) the portion of the Purchase Price attributable to the ABL
Priority Collateral to be (x) first applied to the Prepetition ABL
Obligations (other than contingent Prepetition ABL Obligations) in
accordance with the Prepetition ABL Credit Agreement until the
Prepetition ABL Obligations (other than contingent Prepetition ABL
Obligations) are paid in full in cash and (y) second, to be held as
cash collateral to secure contingent Prepetition ABL Obligations in
accordance with Section 1.3 of the Prepetition ABL Credit
Agreement. The Purchase Price attributable to the ABL Priority
Collateral will equal the sum of (x) 95% of Eligible Accounts
constituting Acquired Assets under the APA plus (y) 50% of
Ineligible Accounts constituting Acquired Assets under the APA,
with the determination of which Accounts constitute Eligible
Accounts and which Accounts constitute Ineligible Accounts being
determined based on the Borrowing Base Certificate delivered
immediately prior to the Closing Date. The remainder of the
Purchase Price (less the Reserved Amounts) will be attributed to
Term Loan Priority Collateral. The applications of proceeds to the
Prepetition Term Loan Obligations, DIP Obligations and the
Prepetition ABL Obligations, as applicable, are authorized on a
final and indefeasible basis, and for the avoidance of doubt, no
portion of the ABL Priority Collateral Proceeds will be remitted to
the Debtors on any Cash Collateral Remittance Date or otherwise
constitute Available Cash Collateral.
Notwithstanding anything to the contrary, the Debtors (including
any successors in interest) and the Buyer will retain and preserve
all books, records, emails, and other documents relating to the
Debtors' business prior to the filing of these Chapter 11 Cases
that are in the possession of either the Debtors or the Buyer
immediately following the Closing Date, and will provide each other
and the Securities and Exchange Commission and the Department of
Justice with reasonable access to all such documents, and produce
to the SEC and DOJ all documents requested.
The sale is free and clear of all Claims or Interests, with all
such Claims or Interests to attach to the cash proceeds of the
Sale.
Notwithstanding anything in the Sale Order or in the APA to the
contrary, Excluded Accounts Receivable will mean the first
aggregate $650,000 in Accounts Receivables collected by the Buyer
or the Sellers after the Closing Date. To the extent Excluded
Accounts Receivable are collected by the Buyer, the Buyer will hold
such funds in trust for the Buyer in a segregated account, and will
remit the funds on deposit in such segregated account to the
Debtors on a weekly basis until the aggregate amount of Excluded
Accounts Receivable transferred to the Debtors equals $650,000.
In the event and to the extent that Sellers collect Accounts
Receivable before the total amount of $650,000 Excluded Accounts
Receivable is remitted to Sellers, then the Sellers will retain
such collections on account of the Excluded Accounts Receivable and
the amount of Excluded Accounts Receivable for which the Buyer is
obligated to remit to the Sellers will be reduced dollar for
dollar.
Upon the Closing of the Sale, the Debtors are authorized and
directed to assume and assign the Assumed Contracts to the Buyer
free and clear of all Claims or Interests, except for the
obligation to pay the applicable Cure Costs, if any.
The Buyer will be liable for the payment of all Cure Costs with
respect to the Assumed Contracts, except as otherwise provided in
the Asset Purchase Agreement.
Pursuant to the terms of the Asset Purchase Agreement, the Buyer
may, by written notice to the Debtors, choose to exclude certain of
the Contracts from the list of Assumed Contracts until one business
days prior to the Closing Date, in which case each such Contract
will not be assumed by the Debtors.
Upon the Closing and the payment of the applicable Cure Costs, if
any, the Assumed Contracts will be transferred to, and remain in
full force and effect for the benefit of, the Buyer,
notwithstanding any provision in any such Assumed Contract that is
assumed and
assigned to the Buyer pursuant to the APA that prohibits,
restricts, or conditions such assignment or transfer and no default
will exist thereunder and there will not exist any event or
condition which, with the passage of time or giving of notice, or
both, would constitute such a default.
Pursuant to sections 365(b)(1)(A) and (B) of the Bankruptcy Code,
at the Closing, the Buyer will pay the Cure Costs relating to any
Assumed Contract.
Pursuant to Bankruptcy Rules 7062, 9014, 6004(h) and 6006(d), the
Sale Order will be effective immediately upon entry and the Debtors
and the Buyer are authorized to close the Sale immediately upon
entry of this Sale Order. In the absence of any person or entity
obtaining a stay pending appeal, the Buyer and the Debtors are free
to close the Sale under the Asset Purchase Agreement at any time
pursuant to the terms of the Asset Purchase Agreement.
All time periods set forth in the Sale Order will be calculated in
accordance with Bankruptcy Rule 9006(a) and Local Rule 9006-1.
A copy of the APA is available at https://tinyurl.com/w29j7lk from
PacerMonitor.com free of charge.
About Celadon
Celadon Group, Inc. -- https://celadontrucking.com/ -- is a North
American truckload freight transportation company, primarily
providing point-to-point shipping, warehousing, supply chain
logistics, tractor leasing and other transportation and logistics
services for major customers throughout North America.
Celadon Group and 25 affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-12606) on
Dec. 8, 2019. As of Dec. 2, 2019, the Debtors disclosed $427
million in assets and $391 million in liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel;
Scudder Law Firm, P.C., L.L.O. as special counsel; Alixpartners,
LLP as financial advisor; and Kurtzman Carson Consultants, LLC, as
notice, claims and balloting agent and administrative advisor.
CENTURY III MALL: Plan Solicitation Period Extended to March 10
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
extended to March 10 the exclusive period for Century III Mall PA,
LLC to solicit acceptances for its Chapter 11 plan.
The court recently entered an order continuing the hearing on
confirmation of the plan to March 9 with the consent of Servpro,
J.C. Penney, and West Mifflin Borough and West Mifflin Area School
District.
Century III Mall believes an extension of the exclusive period to
solicit plan acceptances is crucial to the success of its
bankruptcy case that is now nearly complete. Since the prior
extension of the exclusivity periods, the company has come to an
agreement with Servpro related to the plan and has made continued
progress toward a resolution in its negotiations and discussions
with both West Mifflin and J.C. Penney. In addition, Century III
Mall has received ballots accepting the plan from creditors.
About Century III Mall PA
Century III Mall PA LLC -- http://www.centuryiiimall.com/-- owns
the Century III Mall shopping center located in West Mifflin, Pa.
Century III Mall PA sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-23499) on Sept. 3,
2018. In the petition signed by Edward Sklyaroff, president, the
Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million. Judge Carlota M. Bohm
oversees the case.
The Debtor tapped Kirk B. Burkley, Esq., at Bernstein-Burkley,
P.C., as its legal counsel.
No official committee of unsecured creditors has been appointed.
CHICK LUMBER: Committee Hires Goldstein & McClintock as Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Chick Lumber, Inc.
seeks authority from the U.S. Bankruptcy Court for the District of
New Hampshire to retain Goldstein & McClintock, LLLP as its legal
counsel.
Goldstein & McClintock will provide these services in connection
with the Debtor's Chapter 11 case:
(a) advise the committee on all legal issues as they arise;
(b) represent and advise the committee regarding the terms of
any sales of assets or plans of reorganization or liquidation, and
assist the committee in negotiations with the Debtor and other
parties;
(c) investigate the Debtor's assets and pre-bankruptcy conduct
as well as the pre-bankruptcy conduct of its officers, directors
and holders of equity interests;
(d) analyze the liens, claims and security interests of any of
the Debtor's secured creditors and, where appropriate, raise
challenges on behalf of the committee;
(e) prepare all necessary pleadings, reports and other legal
papers;
(f) represent the committee in all proceedings in the Debtor's
case; and
(g) assist the committee in its administration.
Goldstein & McClintock's hourly rates are:
Partners $735
Associates $275
Legal Assistants $160 - $235
As an accommodation for this case, the firm's professionals offer a
20 percent reduction in their rates.
Thomas Fawkes (Partner) $405 per hour
Brian Jackiw (Partner) $325 per hour
Eric Garavaglia (Associate) $325 per hour
The firm will also be reimbursed for work-related expenses
incurred.
Thomas Fawkes, Esq., a partner at Goldstein & McClintock, assured
the court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
Goldstein & McClintock can be reached at:
Thomas R. Fawkes, Esq.
Goldstein & McClintock LLLP
111 W. Washington Street, Suite 1221
Chicago, IL 60602
Tel: (312) 337-7700
Email: tomf@goldmclaw.com
About Chick Lumber
Chick Lumber, Inc. -- https://www.chicklumber.com/ -- is a dealer
of lumber, plywood, steel beams, engineered wood, trusses, steel
and asphalt roofing, windows, doors, siding, trim, stair parts, and
finish materials. It also offers drafting and design,
installation, delivery, outside sales, and plan reading and
estimating services.
Chick Lumber sought Chapter 11 protection (Bankr. D.N.H. Case No.
19-11252) on Sept. 9, 2019, in Concord, N.H. In the petition
signed by Salvatore Massa, president, the Debtor disclosed between
$1 million and $10 million in both assets and liabilities. Judge
Bruce A. Harwood oversees the case. William S. Gannon PLLC is the
Debtor's legal counsel.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Oct. 3, 2019. The committee is represented by
Goldstein & McClintock, LLLP as its legal counsel.
CHIEF POWER FINANCE: S&P Cuts Term Loan Rating to 'CCC'
--------------------------------------------------------
S&P Global Ratings lowered its rating on U.S. merchant power
producer Chief Power Finance LLC's senior secured term loan to
'CCC' from 'CCC+'
Chief faces a high refinancing risk, with its senior secured term
loan B maturing in December 2020 with, by S&P's estimate, about
$315 million outstanding. At the same time, the company is facing
lower-than-expected power prices in the MAAC region of the
Pennsylvania-New Jersey-Maryland Interconnection (PJM), and S&P has
lowered its power price projections for 2020, which it expects will
result in weaker debt service coverage at the company.
The downgrade reflects S&P's belief that the project will likely
default over the next 12 months without an unforeseen positive
development.
Chief is a project-financed portfolio that consists of partial
interests in two coal-fired generating plants, Keystone (1,711 MW)
and Conemaugh (1,711 MW). Both plants dispatch at near base-load
given their low-cost supply of coal and relatively low heat rates.
The project is based in Pennsylvania and sells into the PJM
Interconnection.
"The 'CCC' rating reflects our view that Chief is likely to default
over the next 12 months absent an unforeseen positive development.
Chief currently faces heightened refinancing risk as its term loan
B matures in December 2020. We forecast total debt outstanding at
maturity in December 2020 between $310 million and $320 million,
higher than our previous forecasts. In our view, the project may be
unable to refinance given this higher anticipated outstanding
balance. Low PJM power prices that cut into Chief's profitability,
coupled with lenders' reticence to finance coal-generating plants,
are likely to further increase refinancing costs," S&P said.
"The negative outlook reflects our view that the project is
vulnerable and depends on favorable business, financial, and
economic conditions to meet its financial commitments over the next
12 months. We view the issuer's capital structure as unsustainable
given the high amount of debt outstanding and current market
conditions, particularly because of the refinancing environment for
coal-fired generators. We expect it will be difficult for the
project to refinance its existing debt at an acceptable interest
rate, such that it would be able to generate DSCRs above 1.0x over
the life of the asset," the rating agency said.
A downgrade is likely if S&P believes in June 2020 that a default
over the next six months is inevitable without an unforeseen
positive development.
S&P would revise the outlook to stable or raise the rating if Chief
successfully refinances it outstanding debt. The rating agency
would also need to have confidence that the project would generate
minimum DSCRs above 1.0x over the life of the asset.
CLAAR CELLARS: Seeks to Use Homestreet Bank Cash Collateral
-----------------------------------------------------------
Claar Cellars and affiliate RC Farms ask the Bankruptcy Court to
authorize use of cash collateral in order to protect, preserve,
plant, grow and harvest the 2020 crops and meet winery operational
expenses.
The Debtors believe there is sufficient equity cushion to
adequately protect the pre-petition lender's interest. The Debtors
owe Homestreet Bank $1,856,121 before the Petition Date, secured by
a blanket security interest encumbering the Debtors' personal
property, and a real estate mortgage on the property of Debtor RC
Farms and the Whitelatch Trust.
A copy of the motion is available free of charge at
https://is.gd/gEkRJP from PacerMonitor.com.
According to the dockets, the Court will enter an interim order on
the motion. Final hearing is scheduled for March 2, 2020 at 9:30
a.m.
About Claar Cellars LLC and
RC Farms LLC
Claar Cellars LLC -- https://www.claarcellars.com/ -- is a
family-owned estate winery. It offers a selection of wines,
including Riesling, Cabernet Sauvignon, Merlot, Chardonnay,
Sauvignon Blanc, Syrah, Sangiovese, and newly planted Pinot Gris,
Viognier, Malbec and Petite Sirah.
Claar Cellars and its affiliate, RC Farms LLC, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Lead
Case No. 20-00044) on Jan. 9, 2020. At the time of the filing, the
Debtors each had estimated assets of between $10 million and $50
million and liabilities of between $1 million and $10 million.
Judge Whitman L. Holt oversees the cases.
The Debtors are represented by Steven H. Sackmann, Esq., at
Sackmann Law, PLLC; Toni Meacham, Esq., Attorney at Law; and Roger
W. Bailey, Esq., at Bailey & Busey, PLLC.
CLAAR CELLARS: U.S. Trustee Forms 3-Member Committee
----------------------------------------------------
Gregory Garvin, acting U.S. tustee for Region 18, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of Claar Cellars, LLC.
The committee members are:
(1) R.J. Hoch dba Kirsten Rose Vineyard, LP
2921 South Auburn Place
Kennewick, WA 99337
509-586-7337
(2) Scott Laboratories, Inc.
1480 Cedar Lane
Petaluma, CA 94954
707-765-6666
(3) Innovative Sourcing, Inc.
421 Keys Rd.
Yakima, WA 98901
509-452-4800
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 Claar Cellars LLC and
RC Farms LLC
Claar Cellars LLC -- https://www.claarcellars.com/ -- is a
family-owned estate winery. It offers a selection of wines,
including Riesling, Cabernet Sauvignon, Merlot, Chardonnay,
Sauvignon Blanc, Syrah, Sangiovese, and newly planted Pinot Gris,
Viognier, Malbec and Petite Sirah.
Claar Cellars and its affiliate, RC Farms LLC, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Lead
Case No. 20-00044) on Jan. 9, 2020. At the time of the filing, the
Debtors each had estimated assets of between $10 million and $50
million and liabilities of between $1 million and $10 million.
Judge Whitman L. Holt oversees the cases.
The Debtors are represented by Steven H. Sackmann, Esq., at
Sackmann Law, PLLC; Toni Meacham, Esq., Attorney at Law; and Roger
W. Bailey, Esq., at Bailey & Busey, PLLC.
CONSORTIUM B INC: Hires Eric A. Liepins as Counsel
--------------------------------------------------
Consortium B, Inc., seeks authority from the U.S. Bankruptcy Court
for the Northern District of Texas to employ Eric A. Liepins, P.C.,
as counsel to the Debtor.
Consortium B, Inc., requires Eric A. Liepins to provide legal
services and represent the Debtor in the Chapter 11 proceedings.
Eric A. Liepins will be paid at these hourly rates:
Attorneys $275
Paralegals $30 to $50
Eric A. Liepins received from the Debtor a retainer in the amount
of $7,500, plus $1,717 filing fee.
Eric A. Liepins will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Eric A. Liepins, a partner of Eric A. Liepins, P.C., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Eric A. Liepins can be reached at:
Eric Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
Fax: (972) 991-5788
About Consortium B, Inc.
Consortium B, Inc., based in Dallas, TX, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 20-30413) on Feb. 3, 2020. In
the petition signed by Brian William, president, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities. Eric A. Liepins, Esq., at Eric A. Liepins, P.C.,
serves as bankruptcy counsel.
CROSSROADS COLLISION: 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 Crossroads Collision Holdings, LLC.
About Crossroads Collision Holdings
Crossroads Collision Holdings, LLC, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 20-50094) on
Jan. 9, 2020. At the time of the filing, the Debtor disclosed
assets of between $500,001 and $1 million and liabilities of the
same range. Judge Craig A. Gargotta oversees the case. The Debtor
is represented by the Law Offices of Dean W. Greer.
DAN'S MOBILE V: 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
Dan's Mobile V Twin Service, LLC, according to the case docket.
About Dan's Mobile V Twin Service
Dan's Mobile V Twin Service, LLC filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Fla. Case No. 20-00255) on Jan. 14, 2020. At
the time of the filing, the Debtor had estimated assets of between
$100,001 and $500,000 and liabilities of between $500,001 and $1
million. The Debtor is represented by the Law Offices of Melody D.
Genson.
DANCEL LLC: AZOD Wants Objections to Disclosure Statement
---------------------------------------------------------
AZOD, Ltd., as a creditor and holder of an allowed administrative
claim in Dancel, LLC's bankruptcy case, objects to the Initial
Disclosure Statement dated Dec. 19, 2019, filed bydDebtor Dancel,
LLC.
AZOD objects that the List of Exhibits on page 3 of the Disclosure
Statement includes an Exhibit F, entitled "Executory Contracts,"
which was not included with or attached to the Disclosure
Statement. The contents of Exhibit F have not been disclosed.
AZOD objects that in Section IV.A of the Disclosure Statement,
entitled "Assets," there is no mention or disclosure of the
Debtor's unexpired leasehold interests, which are undoubtedly
assets.
AZOD objects that in Section V.C of the Disclosure Statement,
entitled "Administrative Expenses," there is no mention or proposed
treatment for any administrative claims for postpetition rent other
than stub rent for August 2019 (the Debtor is at this time current
in postpetition rent owing to AZOD for September 2019 through
January 2020; this particular objection is a prophylactic objection
lodged only in case the Debtor fails to remit rent payments to AZOD
in February 2020 and thereafter).
AZOD prays that the Court require the Debtor to amend its
Disclosure Statement to provide further disclosures responsive to
AZOD's objections, and that in the event the Debtor fails to amend,
the Disclosure Statement be rejected.
A full-text copy of AZOD's objection dated Jan. 28, 2020, is
available at https://tinyurl.com/t7uqrrs from PacerMonitor at no
charge.
AZOD, Ltd. is represented by:
SNELL & WILMER LLP
Matthew P. Fischer III
Emily Gildar Wagner
One Arizona Center
400 E. Van Buren
Phoenix, AZ 85004
E-mail: mfischer@swlaw.com
ewagner@swlaw.com
Robert R. Feuille
SCOTTHULSE PC
One San Jacinto Plaza
201 E. Main Drive, Suite 1100
El Paso, Texas 79901
E-mail: bfeu@scotthulse.com
About Dancel L.L.C.
Dancel, L.L.C., owns and operates restaurants with multiple
locations in Bernalillo County, N.M. Dancel filed a voluntary
Chapter 11 petition (Bankr. D. Ariz. Case No. 19-10446) on August
20, 2019. In the petition signed by Laura Olguin, manager, the
Debtor was estimated to have $500,000 to $1 million in assets and
$1 million to $10 million in liabilities. The case is assigned to
Judge Scott H. Gan. Charles R. Hyde, Esq., at The Law Offices of
C.R. Hyde, PLC, serves as the Debtor's counsel.
DEAN FOODS: HooverSlovacek Represents Captiva, Macedonio
--------------------------------------------------------
In the Chapter 11 cases of Southern Foods Group, LLC, et al., the
law firm of HooverSlovacek LLP submitted a verified statement under
Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose
that it is representing Captiva Containers, LLC and Ms. Macedonio.
Captiva's address is 75 NE, 179th St, Miami, FL 33162. Captiva is a
trade creditor of Uncle Matt's Organic. See, Proof of Claim No.
632.
Ms. Macedonio's address is 2990 Blackburn St., 3119, Dallas, TX
75204 and she is a former executive employee of Dean Foods Company
with a scheduled claim of $615,937.50 and $14,038.50 and potential
priority claim for statutory cap.
HS does not own a claim against or interest against the Debtors.
Pursuant to Bankruptcy Rule 2019(d), HS will supplement this
statement upon the material change of any fact contained herein.
The Firm can be reached at:
HOOVERSLOVACEK LLP
Deirdre Carey Brown, Esq.
Angeline V. Kell, Esq.
Galleria Tower II
5051 Westheimer, Suite 1200
Houston, TX 77056
Telephone: (713) 977-8686
Facsimile: (713) 977-5395
E-mail: brown@hooverslovacek.com
kell@hooverslovacek.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/NLvO1G
About Southern Foods
Southern Foods Group, LLC, d/b/a Dean Foods, is a food and beverage
company and a processor and direct-to-store distributor of fresh
fluid milk and other dairy and dairy case products in the United
States.
The Company and its 40+ affiliates filed for bankruptcy protection
on Nov. 12, 2019 (Bankr. S.D. Texas, Lead Case No. 19-36313). The
petitions were signed by Gary Rahlfs, senior vice president and
chief financial officer. Judge David Jones presides over the
cases.
The Debtors posted estimated assets and liabilities of $1 billion
to $10 billion.
David Polk & Wardell LLP serves as general bankruptcy counsel to
the Debtors, and Norton Rose Fulbright US LLP serves as local
counsel. Alvarez Marsal is financial advisor to the Debtors,
Evercore Group LLC is investment banker, and Epiq Corporate
Restructuring LLC is notice and claims agent.
DENBURY RESOURCES: Egan-Jones Cuts Senior Unsecured Ratings to B-
-----------------------------------------------------------------
Egan-Jones Ratings Company, on February 12, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Denbury Resources Incorporated to B- from B.
Denbury Resources is a company engaged in hydrocarbon exploration.
It is organized in Delaware and headquartered in Plano, Texas. The
company extracts petroleum via enhanced oil recovery, which
utilizes carbon dioxide to extract petroleum from fields that have
been previously exploited.
DISTINGUISHED KITCHENS: 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
Distinguished Kitchens and Baths LLC, according to the case
docket.
About Distinguished Kitchens
Distinguished Kitchens and Baths, LLC, filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 19-26953) on Dec
19, 2019, estimating under $1 million in both assets and
liabilities. The petition was signed by Danny McMullen, managing
member. Judge Erik P. Kimball oversees the case. Aaron A.
Wernick, Esq., at Furr & Cohen, P.A., is the Debtor's legal
counsel.
DORIAN LPG: Dimensional Fund Has 7% Stake as of Dec. 31
-------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Dimensional Fund Advisors LP disclosed that as of Dec.
31, 2019, it beneficially owns 3,839,917 shares of common stock of
Dorian LPG Ltd, which represents 7.03 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at:
https://is.gd/gi80j5
About Dorian LPG
Stamford, Connecticut-based Dorian LPG Ltd. --
http://www.dorianlpg.com/-- is a liquefied petroleum gas shipping
company and an owner and operator of modern very large gas
carriers. Dorian LPG's fleet currently consists of twenty-three
modern VLGCs. Dorian LPG has offices in Stamford, Connecticut,
USA; London, United Kingdom; Copenhagen, Denmark; and Athens,
Greece.
Dorian LPG reported a net loss of $50.94 million for the year ended
March 31, 2019, a net loss of $20.40 million for the year ended
March 31, 2018, and a net loss of $1.44 million for the year ended
March 31, 2017. As of Dec. 31, 2019, the Company had $1.65 billion
in total assets, $675.81 million in total liabilities, and $982.02
million in total shareholders' equity.
EAGLEVIEW TECHNOLOGY: S&P Alters Outlook to Neg., Affirms B- ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on EagleView Technology
Corp. to negative from stable and affirmed its 'B-' issuer credit
rating.
At the same time, S&P affirmed its 'B' and 'CCC' issue-level
ratings on EagleView's first-lien debt and second-lien term loan.
The '2' recovery rating on the first-lien debt and '6' recovery
rating on the second-lien debt remain unchanged, respectively.
The negative outlook follows several quarters of topline
underperformance compounded by its elevated cost structure. A
continuation of elevated expenses, including legal costs, product
development, and offshoring expenses led to a 640-basis point drop
in S&P Global Ratings' adjusted EBITDA and resulted in negative
free cash flow of $39.2 million for the trailing-12-month period
ended Sept. 30, 2019. S&P believes the culmination of these factors
will drive revolver utilization higher than 80% and adjusted
leverage (14.9x excluding preferred shares) above 19x by the end of
2019. EagleView faces execution risks and has been unable to
consistently meet its budget since the July 2018 refinancing.
Unseasonably low hailstorm activity, weaker-than-expected uptake
for OnSite (the company's new insurance claims assessment product),
and customer reticence during litigation proceedings (with Verisk
Inc.) led to material underperformance with respect to S&P's
expectations as well as the company's own budget, causing revenues
to decline 1.8% during the trailing-12-month period ended Sept. 30,
2019.
The negative outlook reflects the potential that execution risk
could lead to underperformance against S&P's 2020 base-case
assumptions, resulting in persistent free operating cash flow
(FOCF) deficits over the next 12 months.
"We could lower the rating over the next 6 to 12 months if the
company fails to demonstrate an improvement in operating
performance and expense management, leading to sustained cash flow
deficits. Specifically, we could lower the rating if persistent
operating underperformance and higher capital expenditures preclude
the company from expanding its margins and tracking towards at
least breakeven FOCF by the end of 2020," S&P said.
"We could revise the outlook to stable over the next 12 months if
operating performance, EBITDA margin improvement, or debt
repayments allow the company to generate sustained FOCF to debt at
3.0% or better. We believe this is achievable by 2021 absent
execution missteps, and could be accelerated if the company
receives a cash settlement over the next 12 months," the rating
agency said.
EARTH FARE: To Sell Store Leases and Intellectual Property Assets
-----------------------------------------------------------------
A&G Real Estate Partners (AGREP) and Hilco Streambank on Feb. 10
disclosed that they have been engaged by Earth Fare to market and
sell all Earth Fare stores and leases, and its intellectual
property, respectively. Earth Fare, the natural and organic
grocer, announced liquidation sales at all of its stores on
February 3, and filed for chapter 11 of the United States
Bankruptcy Code in the District of Delaware on February 4, 2020.
The Sale of Earth Fare's Store Leases:
"Interested parties should contact AGREP immediately, as
liquidation sales are expected to conclude no later than February
29, 2020," said Emilio Amendola, Co-President of AGREP. "The
stores, most of which are about 25,000 square feet (range in size
from 17,000 to 38,000 square feet), generally have long lease term
available with options. We anticipate strong interest among
well-capitalized grocers with forward-looking business models."
Joseph McKeska, AGREP Senior Managing Director and a 28-year
veteran of the grocery retail sector, said, "Many of these stores
are in great shape, with nice interiors and fixtures that are
typical of the specialty organic category. The opportunity to
acquire fully fixtured, very young, or recently renovated
properties is not available very often and gives buyers a fantastic
opportunity to enter a turnkey location and be up and running with
very little down time."
For more information on the available leases, visit www.agrep.com
or contact Emilio Amendola, emilio@agrep.com, (631) 420-0044, or
Joe McKeska, jmckeska@agrep.com, (312) 454-4522.
The Sale of Earth Fare's Intellectual Property Assets:
Earth Fare's intellectual property assets include its trademarks,
customer data, domain names, social media assets and recipes, all
of which are for sale.
"The brand has a rich history in the health and wellness retail
market, and is well known for holding food manufacturers to the
highest standards," commented David Peress, executive vice
president of Hilco Streambank. He added, "The Earth Fare brand
aligns with the values of today's consumer. It offered locally
sourced meats and produce in the early 1980s and has been at the
forefront of offering its customers products without such
ingredients as artificial sweeteners and high fructose corn
syrup."
Parties interested in acquiring the Earth Fare intellectual
property assets or learning more about the sale process should
contact Hilco Streambank directly using the contact information
provided below.
David Peress
Executive Vice President
dperess@hilcoglobal.com
617.642.1909
Richelle Kalnit
Senior Vice President
rkalnit@hilcoglobal.com
212.993.7214
Ben Kaplan
Associate
bkaplan@hilcoglobal.com
646.651.1978
Earth Fare is being advised by FTI Consulting, a global advisory
firm, as Financial Advisor and Chief Restructuring Officer.
About AGREP
AGREP -- http://www.agrep.com/-- is a team of seasoned commercial
real estate professionals and subject matter experts that delivers
clients the highest possible value for their real estate. Key
areas of expertise include real estate dispositions, lease
restructurings, valuations, acquisitions, and facilitation of
growth opportunities. Utilizing its marketing knowledge,
reputation and advanced technology, A&G has advised the nation's
most prominent retailers and corporations in both healthy and
distressed situations. Founded in 2012, A&G is headquartered in
Melville, N.Y., with offices throughout the country.
About Hilco Streambank
Hilco Streambank is a market leading advisory firm specializing in
intellectual property disposition and valuation. Having completed
numerous transactions including sales in publicly reported Chapter
11 bankruptcy cases, private transactions, and online sales through
IPv4.Global, Hilco Streambank has established itself as the premier
intermediary in the consumer brand, internet and telecom
communities. Hilco Streambank is part of Northbrook, Illinois
based Hilco Global, the world's leading authority on maximizing the
value of business assets by delivering valuation, monetization and
advisory solutions to an international marketplace. Hilco Global
operates more than twenty specialized business units offering
services that include asset valuation and appraisal, retail and
industrial inventory acquisition and disposition, real estate and
strategic capital equity investments.
About Earth Fare
Founded in 1975 in Asheville, North Carolina, Earth Fare --
http://www.earthfare.com/-- is a natural and organic food retailer
with locations across 10 states. It offers groceries and wellness
and beauty products.
FALCON AEROSPACE: S&P Affirms 'BB (sf)' Rating on Class C Notes
---------------------------------------------------------------
S&P Global Ratings affirmed its 'A (sf)', 'BBB (sf)', and 'BB (sf)'
ratings on the class A, B, and C notes, respectively, from Falcon
Aerospace Ltd. Falcon Aerospace Ltd. is collateralized primarily
through lease revenue and sales proceeds from a commercial aircraft
portfolio.
The affirmations reflect the stable performance of the portfolio,
passing cash flows runs, and modestly improved loan-to-value ratios
(LTVs).
The table below provides an overview of the transaction's
performance as of December 2019, along with a comparison to the
closing date.
Current Closing
(Dec. 31, 2019)(Feb. 14, 2017)
Assets
No. of aircraft 17 21
No. of lessees 11 15
LMM value ($ mil.) 296.3(i) 498.2
No. of narrow-body/wide-body/regional jets 17/0/0 21/0/0
Off-lease aircraft 0 0
WA portfolio age (years) 12.6 9.1
WA remaining lease term (years) 2.7 4.4
Largest lessee/% of pool Garuda/25 Garuda/19
Liabilities
Class A balance ($ mil.) 178.0 315.0
Class A LTV (%) 60.1 63.3
Class B balance ($ mil.) 37.7 65.0
Class B LTV (%) 72.8 76.3
Class C balance ($ mil.) 15.9 30.0
Class C LTV (%) 78.2 82.3
DSCR (x) 1.93 N/A
(i)As of December 2019.
LMM--Lower of mean and median.
WA--Weighted average.
LTV—Loan-to-value ratio.
DSCR--Debt service coverage ratio.
N/A--Not applicable.
According to the servicer report, neither the 1.15x debt service
coverage ratio nor the 75% utilization early amortization event
triggers have been breached, and all 17 aircraft were on lease. The
note balances have declined largely in line with asset depreciation
and sales, with an overall modest reduction in LTVs.
"We have been informed by the issuer's representatives that two
aircraft were sold at the end of January 2020, making for a total
of 15 aircraft and 10 lessees. Sales proceeds are expected to be
distributed on the February distribution date, in accordance with
the transaction's governing documents," S&P said.
"We will continue to review whether, in our view, the ratings
assigned to the notes remain consistent with the credit enhancement
available to support them, and we will take further rating actions
as we deem necessary," the rating agency said.
FRONTIER COMMUNICATIONS: Renaissance Reports 5.2% Stake
-------------------------------------------------------
Renaissance Technologies LLC and Renaissance Technologies Holdings
Corporation disclosed in a Schedule 13G filed with the Securities
and Exchange Commission that as of March 11, 2019 they beneficially
own 5,494,822 shares of common stock of Frontier Communications
Corporation, which represents 5.21 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at:
https://is.gd/UcTjsL
About Frontier Communications
Headquartered in Norwalk, Connecticut, Frontier Communications
Corporation (NASDAQ: FTR) -- http://www.frontier.com/-- is a
provider of communications services to urban, suburban, and rural
communities in 29 states. Frontier offers a variety of services to
residential customers over its fiber-optic and copper networks,
including video, high-speed internet, advanced voice, and Frontier
Secure digital protection solutions. Frontier Business offers
communications solutions to small, medium, and enterprise
businesses.
The Company incurred net losses of $643 million in 2018, $1.80
billion in 2017, and $373 million in 2016. As of Sept. 30, 2019,
Frontier had $17.56 billion in total assets, $2.74 billion in total
current liabilities, $580 million in deferred income taxes, $1.64
billion in pension and other post-retirement benefits, $398 million
in other liabilities, $16.30 billion in long-term debt, and a total
deficit of $4.10 billion.
* * *
As reported by the TCR on Aug. 14, 2019, Moody's Investors Service
downgraded the corporate family rating of Frontier Communications
Corporation to Caa2 from Caa1 and the probability of default rating
to Caa3-PD from Caa1-PD. The downgrade of the CFR reflects an
updated assessment of the company's probability of default and
recovery expectations following weak second quarter 2019 revenue
and EBITDA results, continued negative net customer addition trends
and reduced expectations regarding cost efficiency programs going
forward.
As reported by the TCR on Jan. 27, 2020, Fitch Ratings downgraded
the Issuer Default Rating of Frontier Communications Corporation
and its subsidiaries to 'CC' from 'CCC'. The downgrade of Frontier
and its subsidiaries IDRs to 'CC' reflects a default of some kind
appears probable.
As reported by the TCR on Nov. 20, 2019, S&P Global Ratings lowered
the issuer credit rating and issue-level rating on the senior
unsecured debt on U.S.-based telecommunications service provider
Frontier Communications Corp. to 'CCC-' from 'CCC' based on a
higher risk of default following its decision to deplete the
availability under its revolving credit facility.
FSB REALTY: 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 FSB Realty Services, LLC.
About FSB Realty Services
FSB Realty Services, LLC -- http://fsbrealty.com/-- is a
full-service brokerage, development and property management firm
founded in 1987. FSB Realty is knowledgeable in all facets of
commercial transactions including retail, manufacturing, flex,
office and raw land development.
FSB Realty Services filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 20-20015) on Jan. 7,
2020. In the petition signed by Terrance Bromley, president, the
Debtor disclosed $5,220,969 in assets and $834,163 in liabilities.
Mike Krueger, Esq., at Dibble & Miller, P.C., serves as the
Debtor's counsel.
GABRIEL INVESTMENT: Taps National Transaction as Banker
-------------------------------------------------------
Gabriel Investment Group, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Western District
of Texas to employ National Transaction Advisors, Inc., as
investment banker to the Debtor.
Gabriel Investment requires National Transaction to:
a. assist in the evaluation of the Debtors' businesses and
prospects, review and analyze business plan, financial
projections, outlook and strategy;
b. evaluate the Debtors' financial liquidity, debt capacity,
capital structure, and capital markets alternatives to
improve such liquidity;
c. provide strategic advice with regard to restructuring or
refinancing the Debtors' obligations;
d. analyze various restructuring scenarios and the potential
impact of these scenarios on the value of the Debtors and
the investment recovery of stakeholders impacted by the
restructuring;
e. attend meetings of the Debtors with respect to matters on
which the Firm has been engaged to advise hereunder;
f. assist the Debtors in preparing documentation within the
Firm's area of expertise that is required in connection
with any restructuring;
g. advise the Debtors on tactics and strategies for
negotiating with the stakeholders, and participating in
meetings or negotiations with the stakeholders and other
appropriate parties in connection with any restructuring;
h. advise the Debtors on the timing, nature, and terms of new
securities, other consideration or other inducements to be
offered pursuant to any restructuring;
i. negotiate and assist the Debtors and their counsel in
reviewing appropriate documents and meeting with lenders,
lessors and critical unsecured creditors regarding long
term extension agreements and other restructuring
arrangements;
j. prepare an information memorandum describing the Debtors,
their historical performance and prospects, including
existing contacts, marketing and sales, labor force,
management, and financial projections;
k. assist the Debtors in compiling a data room of any
necessary and appropriate documents related to the
financing;
l. advise and assist the Debtors, and subject to Firm's
agreement so to act and, if requested by the Debtors,
execution of appropriate agreements, on behalf of
the Debtors relative to contacting potential sources of
capital;
m. assist the Debtors in developing a list of suitable
potential lenders and investors who will be contacted on a
discreet and confidential basis after approval by the
Debtors;
n. advise and assist the Debtors on a best efforts basis in
securing and evaluating any potential financing transaction
by contacting potential financing sources for capital, term
loans, lines of credit, asset backed-lines, bridge
financing, unsecured or junior financing, letters of
credit, and bank guarantees as the Debtors may designate
and assisting the Debtors in implementing such Financing;
o. coordinate the execution of confidentiality agreements for
potential lenders and investors wishing to review the
information memorandum and data room;
p. assist the Debtors in coordinating site visits for
interested parties and work with the management team to
develop appropriate presentations for such visits;
q. solicit competitive offers from potential lenders and
investors;
r. advise and assist the Debtors in structuring the financing
and negotiating the lending and investment agreements;
s. assist in the determination of a range of values for the
Debtors on a going concern basis;
t. assist the Debtors in identifying and evaluating candidates
for any potential sale transaction, advising the Debtors in
connection with negotiations and aiding in the consummation
of any sale transaction;
u. assist the Debtors in developing a list of suitable
potential investors who will be contacted on a discreet and
confidential basis after approval by the Company;
v. coordinate the execution of confidentiality agreements for
potential investors wishing to review the information
memorandum and data room;
w. assist the Debtors in coordinating site visits for
interested parties and work with the management team to
develop appropriate presentations for such visits;
x. solicit competitive offers from potential investors;
y. advise and assist the Debtors in structuring any sale
transaction and negotiating the purchase agreements;
z. any incremental services, not included in this scope, as
agreed to by the parties and outlined in a work
authorization form; and
aa. assist the Debtors and its other professionals, as
necessary, through closing on a best efforts basis.
National Transaction will be paid as follows:
a. Work Fee: A monthly fee of $20,000.00 (the "Work Fee") is
payable in advance during the term of this Agreement. The
first Work Fee shall be payable upon the Effective Date and
then on the first Monday of each month thereafter, until
the earlier of the completion or the termination of the
Engagement. All Work Fees earned and paid will be credited
against any other fee that may become earned and payable,
subject to the bankruptcy court's approval.
b. Restructuring Transaction Fee: For any Restructuring, the
total Restructuring Transaction Fee shall be calculated by
multiplying 1.% (the "Restructuring Percentage") by (a) the
nominal restructured value of existing obligations involved
in such restructuring, or (b) the nominal value that is
achieved, without limitation, through a solicitation of
waivers, amendments and consents; the issuance of new
securities, sale or disposition of assets, sale of debt or
equity securities or other interests or other similar
transaction or series of transactions involved in such
Restructuring (the "Restructuring Fee") applicable fee
percentage by the total gross proceeds committed in each
Financing. The Minimum Restructuring Transaction Fee is
$100,000.
c. Financing Transaction Fee: The following table outlines the
Financing Transaction Fees. For any Financing, the total
Financing Fee shall be calculated by multiplying the
applicable fee percentage by the total gross proceeds
committed in each Financing:
A. Senior Debt (including drawn line of credit), 2% fee
in cash;
B. Debtor-in-Possession Financing, 1.50% fee in cash;
C. Subordinated Unsecured/Junior Debt, 6% fee in cash;
D. Convertible Unsecured/Junior Debt, 6% fee in cash;
E. Preferred Stock, 6% fee in cash; and
F. Common Stock or any type of equity-linked security,
6% fee in cash.
d. Sale Transaction Fee: The Sale Transaction Fee is the
greater of the Minimum Sale Transaction Fee or that
calculated by multiplying the Aggregate Consideration by
4%. The Minimum Sale Transaction Fee is $275,000.
National Transaction will also be reimbursed for reasonable
out-of-pocket expenses incurred.
John O'Neill, partner of National Transaction Advisors, Inc.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
National Transaction can be reached at:
John O'Neill
NATIONAL TRANSACTION ADVISORS, INC.
12400 Coit Road, Suite 900
Dallas, TX 75251
Tel: (214) 870-5040
E-mail: joneill@nta-riverbend.com
About Gabriel Investment Group
Gabriel Investment Group, Inc., founded in 1948, operates a chain
of package stores that sell wines, liquors, and beers. As of the
petition date, Gabriel operates 15 package store locations as
Gabriel's Liquor and 30 package store locations as Don's & Ben's
Liquor.
Gabriel Investment Group sought relief under Chapter 11 of the
Bankruptcy Code (Bank. W.D. Tex. Lead Case No. 19-52298) on Sept.
27, 2019 in San Antonio Texas. The other debtor affiliates are:
Don's & Ben's Inc. (Bankr. W.D. Tex. 19-52299); Gabriel Holdings,
LLC (Bankr. W.D. Tex. 19-52300); SA Discount Liquors, Inc. (Bankr.
W.D. Tex. 19-52301); and Gabriel GP, Inc. (Bankr. W.D. Tex.
19-52302). In the petitions signed by Inez Cindy Gabriel,
president, the Debtors were estimated to have assets at $1 million
to $10 million and liabilities within the same range.
Judge Ronald B. King oversees the cases.
The Debtors tapped Pulman Cappuccio & Pullen, LLP as legal
counsel.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Nov. 21, 2019. The
committee is represented by Muller Smeberg, PLLC.
GRANITE VALLEY: Has OK to Use Cash Collateral on Final Basis
------------------------------------------------------------
Judge Harlin DeWayne Hale authorized Granite Valley Grande, LLC, to
use the cash collateral of Greystone Bridge Working Cap LLC on a
final basis.
Greystone Bridge Working Cap LLC, through a series of assignments,
is successor-in-interest with respect to a loan in the principal
amount of $16,600,000 from Greystone Servicing Corporation, Inc.
The loan is secured by a certain deed of trust, assignment of
leases and rents, security agreement and fixture filing, pursuant
to which the Debtor granted to Greystone Bridge a lien and security
interest on certain real property, personal property, improvements
and fixtures commonly known as Valley Grande Manor, located at 901
Windrose Lane, in Brownsville, Texas. The property is operated by
Valley Grande SCC, LLC as a skilled nursing facility, which
facility SAK Texas, LLC manages since December 2019.
Pursuant to the final order:
(a) the Debtor is authorized to use cash collateral solely for
the purpose of funding the ordinary and necessary costs of
operating and maintaining its business.
(b) the Debtor is authorized to borrow the protective advance to
the extent that it is considered a borrowing of secured credit
under Section 364 of the Bankruptcy Code. Pursuant to the interim
order, Greystone advanced $90,000 to the Debtor as a protective
advance from existing reserves or suspense funds held by Greystone
under the loan documents.
(c) Greystone Bridge is granted, pursuant to Section 364(d) of
the Bankruptcy Code, a valid, binding, continuing, enforceable and
fully-perfected security interest in and lien on all assets and
property of the Debtor of equal priority to the liens of Greystone
in the collateral and cash collateral encumbering said assets and
property as of the date of this final order, including the adequate
protection liens granted to Greystone under this order.
(d) Greystone Bridge is entitled to adequate protection of its
interest, in an amount equal to the aggregate post-petition
diminution in value of Greystone's interest in the prepetition
collateral from and after the Petition Date for any reason
whatsoever.
(e) as adequate protection for the use of cash collateral,
Greystone Bridge is granted these relief:
* on the earlier to occur of February 29, 2020 or the date
that Valley Grande SCC LLC obtains a working capital line of
credit, the Debtor will tender a one-time payment to Greystone of
$102,294.34. Beginning on March 1, 2020, the Debtor will tender
monthly payments to Greystone of $102,294.34, which amount
represents the monthly interest at the applicable non-default
contract rate of interest under the loan documents.
* Greystone is granted, subject only to the carve-Out, (i)
continuing liens and security interests under the terms and
conditions of the loan documents and in the collateral, and a
replacement first priority perfected security interest in all
collateral generated after the Petition Date, which replacement
liens will be deemed automatically perfected upon entry of the
Court order approving this motion.
* the Debtor will not remove or replace SAK, or cause SAK to
be removed or replaced, as manager of the facility without
Greystone Bridge's prior consent.
A copy of the final order is available for free at
https://is.gd/UZopzi from PacerMonitor.com.
Prior to the entry of the final order, Judge Hale granted the
Debtor interim permission to use cash collateral, a copy of which
order is available free of charge at https://is.gd/x4SeqQ from
PacerMonitor.com.
About Granite Valley Grande
Granite Valley Grande, LLC, is a Single Asset Real Estate debtor
(as defined in 11 U.S.C. Section 101(51B)).
The company sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
19-33747) on Nov. 5, 2019 in Dallas, Texas. On the Petition Date,
the Debtor was estimated to have between $10 million and $50
million in both assets and liabilities. The petition was signed by
Allen L. Boerner, principal and founder of Granite Investment
Group, manager of Granite Valley Grande, LLC.
Judge Harlin DeWayne Hale is assigned to the case.
Crowe & Dunlevy, P.C., is serving as the Debtor's counsel.
GREENBERG GOURMET: Gets Interim OK on Cash Collateral Access
------------------------------------------------------------
Judge Thomas J. Catliota authorized Greenberg Gourmet, LLC to use
cash collateral in the ordinary course of its business, pursuant to
the budget, for the period nunc pro tunc to the Petition Date
through the date of confirmation of any Chapter 11 plan.
As adequate protection for the Debtor's use of the cash collateral
and any diminution of the value of the cash collateral on account
of Debtor's use thereof, PNC Bank, N.A. will receive adequate
protection payments of $1,113 per month.
In addition, each of PNC Bank, Complete Business Solutions
Group/Par Funding, Bizfund LLC, Kash Kapital and Green Capital
Funding, LLC will receive a replacement lien on all of the Debtor's
post-petition assets in the order of the priority of their existing
liens. The replacement liens will be limited solely to the extent
the Debtor's use of cash results in a diminution of the value of
the lender's position in the cash collateral.
A copy of the interim order is available for free at
https://is.gd/Rsmc4o from PacerMonitor.com.
The Court, in a subsequent interim order, authorized the Debtor's
use of cash collateral for the period nunc pro tunc to the Petition
Date through June 30, 2020. A copy of the order is available for
free at https://is.gd/EIcpKA from PacerMonitor.com.
About Greenberg Gourmet
Greenberg Gourmet, LLC, sought Chapter 11 protection (Bankr. D. Md.
Case No. 20-10930) on Jan. 23, 2020. Cohen, Baldinger & Greenfeld,
LLC, is the Debtor's counsel.
GREENBERG GOURMET: Seeks Permission to Use Cash Collateral
----------------------------------------------------------
Greenberg Gourmet, LLC, asked the Bankruptcy Court to authorize use
of cash collateral in the ordinary course of its business to pay
payroll and other expenses associated with its business operation.
During its prior case, the Debtor held a secured line of credit
with PNC Bank N.A., which line of credit the Debtor restructured in
its Chapter 11 plan. The PNC line of credit is secured by a UCC-1
financing statement covering substantially all of the Debtor's
assets, including proceeds generated therefrom.
After the confirmation of its Chapter 11 plan, the Debtor incurred
new debt from certain merchant cash advance (MCA) lenders,
including (1) Complete Business Solutions Group/Par Funding, (2)
Bizfund LLC, (3) Kash Kapital and (4) Green Capital Funding, LLC.
Each of the MCA lenders recorded UCC-1 financing statements
asserting security interests against the Debtor's assets.
As adequate protection, the Debtor proposed to offer PNC Bank
adequate protection payments for $1,113 per month. PNC Bank holds
a first priority security interest in the Debtor's cash collateral.
The Debtor also offered post-petition replacement liens on
post-petition assets for all subsidiary lenders, which liens will
be limited solely to the extent the cash collateral used by the
Debtor results in a diminution of the value of said cash
collateral.
A copy of the motion is available for free at https://is.gd/ycV7Ds
from PacerMonitor.com.
About Greenberg Gourmet
Greenberg Gourmet, LLC sought Chapter 11 protection (Bankr. D. Md.
Case No. 20-10930) on Jan. 23, 2020. Cohen, Baldinger & Greenfeld,
LLC, is the Debtor's counsel.
GREENVILLE CASUALTY: A.M. Best Affirms B(Fair) FStrength Rating
---------------------------------------------------------------
AM Best has revised the outlook to positive from stable for the
Long-Term Issuer Credit Rating (Long-Term ICR) and affirmed the
Financial Strength Rating (FSR) of B (Fair) and the Long-Term ICR
of "bb" of Greenville Casualty Insurance Company (Greenville
Casualty) (Greer, SC). The outlook of the FSR remains stable.
The Credit Ratings (ratings) reflect Greenville Casualty's balance
sheet strength, which AM Best categorizes as adequate, as well as
its marginal operating performance, limited business profile and
marginal enterprise risk management.
The positive outlook for the Long-Term ICR reflects Greenville
Casualty's strengthened risk-adjusted capitalization, reduced
underwriting leverage and increased liquidity measures over the
most recent five-year period, driven by solid growth in
policyholders' surplus and reduced premium writings. The growth in
policyholders' surplus was attributable to improved underwriting
and operating performance, and senior management's operating
experience and in-depth knowledge of the North Carolina and South
Carolina private passenger non-standard automobile market.
Furthermore, Greenville Casualty has implemented new underwriting
tools and rate adjustments in recent years, which have improved
underwriting results and operating performance substantially.
GULFSLOPE ENERGY: Incurs $153K Net Loss in First Quarter
--------------------------------------------------------
Gulfslope Energy, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $153,143 on $0 of revenues for the three months ended Dec. 31,
2019, compared to a net loss of $346,319 on $0 of revenues for the
three months ended Dec. 31, 2018.
As of Dec. 31, 2019, the Company had $28.37 million in total
assets, $26.40 million in total liabilities, and $1.97 million in
total stockholders' equity.
The Company has incurred accumulated losses as of Dec. 31, 2019 of
$55.7 million, has negative working capital of $19.6 million and
for the three months ended Dec. 31, 2019 generated losses of $0.2
million. Further losses are anticipated in developing the
Company's business. As a result, there exists substantial doubt
about the Company's ability to continue as a going concern. As of
Dec. 31, 2019, the Company had $3.8 million of unrestricted cash on
hand, $3.1 million of this amount is for the payment of joint
payables from drilling operations. The Company estimates that it
will need to raise a minimum of $10.0 million to meet its
obligations and planned expenditures through February 2021. The
$10.0 million is comprised primarily of capital project
expenditures as well as general and administrative expenses. It
does not include any amounts due under outstanding debt
obligations, which amounted to $13.3 million of current principal
and interest as of Dec. 31, 2019. The Company plans to finance
operations and planned expenditures through equity and/or debt
financings and/or farm-out agreements. The Company also plans to
extend the agreements associated with all loans, the accrued
interest payable on these loans, as well as the Company's accrued
liabilities. There are no assurances that financing will be
available with acceptable terms, if at all or that obligations can
be extended. The Company said that if it is not successful in
obtaining financing or extending obligations, operations would need
to be curtailed or ceased, or the Company would need to sell assets
or consider alternative plans up to and including restructuring.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/zRPp7A
About GulfSlope
Headquartered in Houston, Texas, GulfSlope Energy, Inc. --
http://www.gulfslope.com/-- is an independent crude oil and
natural gas exploration and production company whose interests are
concentrated in the United States Gulf of Mexico federal waters.
GulfSlope Energy commenced commercial operations in March 2013.
GulfSlope Energy was originally organized as a Utah corporation in
2004 and became a Delaware corporation in 2012.
Pannell Kerr Forster of Texas, P.C., in Houston, Texas, the
Company's auditor since November 2019, issued a "going concern"
qualification in its report dated Dec. 30, 2019 on the consolidated
financial statements for the year ended Sept. 30, 2018, citing that
the Company has a net capital deficiency, and further losses are
anticipated in developing the Company's business, which raise
substantial doubt about its ability to continue as a going
concern.
GulfSlope reported a net loss of $13.72 million for the year ended
Sept. 30, 2019, compared to a net loss of $2.64 million for the
year ended Sept. 30, 2018.
HARD ROCK: March 11, 2020 Confirmation Hearing on Trustee Plan Set
------------------------------------------------------------------
On Jan. 8, 2020, the U.S. Bankruptcy Court for the Southern
District of West Virginia convened a hearing to consider approval
of debtor Hard Rock Exploration, Inc.'s Disclosure Statement filed
by the Chapter 11 Trustee and the objection filed by Duane Yost.
On January 28, 2020, Judge Frank W. Volk approved Trustee's
Disclosure Statement and established the following dates and
deadlines:
* March 4, 2020, is fixed as the last day for filing acceptances
or rejections of the Debtor's Chapter 11 Plan of Reorganization.
* March 4, 2020, is fixed as the last day for filing with the
Court and serving written objections to confirmation of the
Trustee's Chapter 11 Plan of Reorganization.
* March 11, 2020, at 1:30 p.m. in Bankruptcy Courtroom A, 6400
Robert C. Byrd United States Courthouse, 300 Virginia Street,
Charleston, West Virginia, is the hearing to consider and act upon
confirmation of the Trustee's Chapter 11 Plan of Reorganization.
A copy of the order dated January 28, 2020, is available at
https://tinyurl.com/r33ewjc from PacerMonitor at no charge.
About Hard Rock Exploration
Founded in 2003, Hard Rock Exploration, Inc., and its affiliates
provide oil and gas exploration and production services in Virginia
and West Virginia. Hard Rock focuses on drilling horizontal wells.
Hard Rock Exploration and its affiliates sought Chapter 11
protection (Bankr. S.D. W.Va. Lead Case No. 17-20459) on Sept. 5,
2017. In the petitions signed by James L. Stephens, the Debtors'
president, Hard Rock was estimated to have assets of $10 million to
$50 million and liabilities of the same range.
The Hon. Frank W. Volk oversees the cases.
The Debtors are represented by Christopher S. Smith, Esq., at
Hoyer, Hoyer & Smith, PLLC, and Taft A. McKinstry, Esq., at Fowler
Bell PLLC.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on October 18, 2017. The committee tapped
Whiteford, Taylor & Preston LLP as its legal counsel.
Robert W. Leasure Jr. was appointed as Chapter 11 trustee for the
Debtors on Jan. 3, 2018. The Trustee tapped Jackson Kelly PLLC as
his legal counsel, and LS Associates, LLC as his consultant.
HARMONIA WELLNESS: Hires Finestone Hayes as Counsel
---------------------------------------------------
Harmonia Wellness, LLC, seeks authority from the U.S. Bankruptcy
Court for the Northern District of California to employ Finestone
Hayes LLP, as counsel to the Debtor.
Harmonia Wellness requires Finestone Hayes to:
a) advise and represent the Debtor to all matters and
proceedings within this Chapter 11 case, other than those
particular areas that may be assigned to special counsel;
b) assist, advise and represent the Debtor in any manner
relevant to a review of its debts, obligations,
maximization of its assets and where appropriate,
disposition thereof;
c) assist, advise and represent the Debtor in the operation of
its business;
d) assist, advise and represent the Debtor in the performance
of all of its duties and powers under the Bankruptcy Code
and Bankruptcy Rules, and in the performance of such other
services as are in the interests of the estate; and
e) assist, advise and represent the Debtor in dealing with its
creditors and other constituencies, analyzing the claims in
this case and formulating and seeking approval of a Plan of
Reorganization.
Finestone Hayes will be paid at these hourly rates:
Stephen D. Finestone, Esq. $525
Jennifer C. Hayes, Esq. $525
Ryan A. Witthans, Esq. $320
Anne Mavromatis, Paralegal $100
Finestone Hayes will be paid a retainer in the amount of $35,000.
Finestone Hayes will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jennifer C. Hayes, partner of Finestone Hayes LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Finestone Hayes can be reached at:
Jennifer C. Hayes, Esq.
Stephen D. Finestone, Esq.
Ryan A. Witthans, Esq.
FINESTONE HAYES LLP
456 Montgomery Street, 20th Floor
San Francisco, CA 94104
Tel: (415) 421-2624
Fax: (415) 398-2820
About Harmonia Wellness
Founded in 2013, Harmonia Wellness, LLC --
https://www.harmoniamarin.com/ -- is a membership-based wellness
retreat & social club. It offers a variety of daily movement
classes, juice cleanses, massage, acupuncture, and many other
sustainable products and services.
Harmonia Wellness, LLC, based in Sausalito, CA, filed a Chapter 11
petition (Bankr. N.D. Cal. Case No. 20-30124) on Feb. 4, 2020.
Jennifer C. Hayes, Esq., of Finestone Hayes LLP, serves as
bankruptcy counsel. In the petition signed by Jennifer Adler,
manager, the Debtor was estimated to have up to $50,000 in assets
and $1 million to $10 million in liabilities.
HORIZON GLOBAL: T. Rowe Price Has 18.5% Stake as of Dec. 31
-----------------------------------------------------------
T. Rowe Price Associates, Inc., disclosed in an amended Schedule
13G filed with the Securities and Exchange Commission that as of
Dec. 31, 2019, it beneficially owns 4,697,027 shares of common
stock of Horizon Global Corp, which represents 18.5 percent of the
shares outstanding. T. Rowe Price Small-Cap Value Fund, Inc. also
reported beneficial ownership of 3,579,190 Common Shares. A
full-text copy of the regulatory filing is available for free at:
https://is.gd/eo1myE
About Horizon Global
Horizon Global -- http://www.horizonglobal.com/-- is a designer,
manufacturer, and distributor of a wide variety of
custom-engineered towing, trailering, cargo management and other
related accessory products in North America, Australia and Europe.
The Company serves OEMs, retailers, dealer networks and the end
consumer.
Horizon Global reported net losses of $204.9 million in 2018, $4.77
million in 2017, and $12.66 million in 2016. As of Sept. 30, 2019,
Horizon Global had $466 million in total assets, $427.25 million in
total liabilities, and $38.75 million in total shareholders'
equity.
* * *
As reported by the TCR on Dec. 16, 2019, S&P Global Ratings
affirmed the 'CCC' issuer credit rating on Horizon Global Corp. and
revised the outlook to negative from developing. The outlook
revision to negative reflects S&P's view that despite recent debt
reduction and temporary improvement in liquidity, Horizon's credit
metrics and liquidity remain quite weak and could worsen as the
rating agency expects the company to generate negative free flow.
As reported by the TCR on June 18, 2019, Moody's Investors Service
downgraded Horizon Global Corporation's Corporate Family Rating to
C from Caa3. The downgrade reflects Moody's expectations that
modest earnings improvement will not be sufficient to reduce
leverage to a sustainable level and that the sale of the
Asia-Pacific segment will, while reducing secured leverage,
increase total leverage and create greater reliance on a quick
turnaround in the more weakly performing U.S. and European
operations to diminish restructuring risk.
HUDDLESTON VENTURES: 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 Huddleston Ventures, LLC.
About Huddleston Ventures
Huddleston Ventures, LLC, is a single asset real estate (as defined
in 11 U.S.C. Section 101(51B)). Huddleston Ventures sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Texas Case No. 20-30086) on Jan. 6, 2020. At the time of the
filing, the Debtor had estimated assets of between $1 million and
$10 million and liabilities of between $500,000 and $1 million.
Judge Jeffrey P. Norman oversees the case. The Debtor tapped the
Law Office of Margaret M. McClure as its legal 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:
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."
HUDSON TECHNOLOGIES: Dimensional Fund Reports 0.9% Stake
--------------------------------------------------------
Dimensional Fund Advisors LP disclosed in an amended Schedule 13G
filed with the Securities and Exchange Commission that as of Dec.
31, 2019, it beneficially owns 384,715 shares of common stock of
Hudson Technologies, Inc., which represents 0.90 percent of the
shares outstanding. A full-text copy of the regulatory filing is
available for free at:
https://is.gd/cr2T4W
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."
HUDSON TECHNOLOGIES: Granahan Investment Reports 0.4% Stake
-----------------------------------------------------------
Granahan Investment Management, Inc. disclosed in an amended
Schedule 13G filed with the Securities and Exchange Commission that
as of Dec.31, 2019, it beneficially owns 174,339 shares of common
stock of Hudson Technologies, Inc., which represents 0.4 percent
(based on 42,628,560 shares of common stock, outstanding as of Nov.
1, 2019, as reported by Hudson Technologies in its Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on
Nov. 15, 2019). A full-text copy of the regulatory filing is
available for free at:
https://is.gd/cEtJKx
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."
INGLES MARKETS: S&P Affirms 'BB-' ICR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed all ratings on Ingles Markets Inc.,
including its 'BB-' issuer credit rating.
Credit metrics will modestly improve over the next 12 months driven
by positive comparable-store sales and consistent adjusted EBITDA
margins. Ingles has continued to generate positive
comparable-store sales growth largely attributable to its effective
merchandising strategy, targeted promotions, and ongoing
investments in its store base. This resulted in low-single-digit
revenue growth and a larger adjusted EBITDA base in fiscal year
2019 compared to fiscal 2018. Moreover, adjusted EBITDA margins
improved about 30 basis points (bps) to 6.3% over the past year due
to management's promotional cadence and low food price inflation.
The stable outlook on Ingles reflects S&P's expectation for
consistent operating performance over the next 12 months, including
a low-single-digit increase in sales and stable EBITDA margins in
the 6% range. Though S&P expects increased competition from peers,
Ingles remodeled about 85% of stores in the past five to seven
years and one-stop-shop initiatives will help mitigate competitive
pressures. This all results in relatively stable credit protection
measures, including FFO to debt in the low- to mid-20% range.
"We could lower the ratings if operating performance deteriorates
because of increased competitive activity from traditional and
nontraditional grocers. Under such a scenario, sales would fall at
a low-single-digit rate and EBITDA margins would contract 100 bps
or more, likely resulting in FFO to debt below 20% and leverage
approaching 4x or more on a sustained basis. We would also consider
lowering the rating if activist investors pressure the company to
incur debt-financed dividends or share buybacks," S&P said.
"We could raise the rating if Ingles meaningfully improves credit
protection measures including FFO to debt above 30% and generates
meaningful free operating cash flow. This scenario would likely
occur in conjunction with a significant increase in the company's
competitive position, coincident with a profitable store expansion
and increased investment in digital initiatives that all lead to a
mid-single increase in sales and EBITDA margins increasing by more
than 200 bps compared to our base-case projections," the rating
agency said.
INTRADO CORP: S&P Alters Outlook to Negative, Affirms 'B-' ICR
--------------------------------------------------------------
S&P Global Ratings revising the outlook on Omaha, Neb.-based global
technology service provider Intrado Corp. to negative from stable
and affirmed all of its ratings, including the 'B-' issuer credit
rating, on the company.
The outlook revision reflects deteriorating revenue trends in
Intrado's traditional conferencing business and limited cushion for
further underperformance given the company's high leverage and
weaker free operating cash flow (FOCF) generation. For the
third-quarter of 2019, revenue from its enterprise collaboration
segment (which houses Intrado's traditional conferencing and
unified communications as a service (UCaaS) businesses) declined
25% year-over-year. This resulted in S&P Global Ratings-adjusted
leverage (which includes items such as restructuring and
transaction expense) of 8.2x last quarter annualized as of Sept.
30, 2019, compared with 7.2x as of year-end 2018. Customer
defections due to intense competition from next-generation
conferencing and collaboration services have largely contributed to
the company's declining revenue. S&P expects these trends to
continue as business customers have more options for collaboration
and increasingly opt for cheaper, more flexible, and advanced
cloud-based services such as Zoom, Skype, Webex, and BlueJeans.
The negative outlook reflects the weak operating trends in
Intrado's enterprise collaboration business and limited cushion for
significant underperformance relative to S&P's base case forecast
given the company's elevated leverage and low FOCF generation.
"We could lower the rating if weaker operating trends led to a
sharp decline in its FOCF and weaker liquidity. We could also lower
the rating if we expected leverage to rise over time and the
company's financial commitments appeared unsustainable over the
long term," S&P said.
"We could revise the outlook to stable if the company replaced lost
conferencing and collaboration business with strong revenue growth
from profitable new business lines, which helped stabilize the top
line. We could raise the rating longer term if the company
increased its revenue consistently while sustaining its margins in
the mid-to-high 20% area and correspondingly reducing its leverage
below 6.5x," the rating agency said.
ISAIAH OWENS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Isaiah Owens, LLC
216 Lenox Avenue
New York, NY 10027
Case No.: 20-10507
Business Description: Isaiah Owens, LLC is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: February 18, 2020
Court: United States Banrkuptcy Court
Southern District of New York
Debtor's Counsel: Charles E. Simpson, Esq.
WINDELS MARX LANE & MITTENDORF, LLP
156 West 56th Street
New York, NY 10019
Tel: (212) 237-1070
E-mail: csimpson@windelsmarx.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Isaiah Owens, managing member.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/mFl7It
J.T. SHANNON: Judge Denies Further Extension of Exclusivity Period
------------------------------------------------------------------
Judge Jason Woodard of the U.S. Bankruptcy Court for the Northern
District of Mississippi denied J.T. Shannon Lumber Company, Inc.'s
motion to extend its exclusive period to file a Chapter 11 plan and
solicit acceptances for the plan.
About J.T. Shannon Lumber
Memphis, Tenn.-headquartered J.T. Shannon Lumber Company, Inc. --
http://www.jtshannon.com/shannonlumber-- is a family-owned company
in the hardwood lumber business. It specializes in rough and
surfaced lumber, straight-line ripping, double-end trimming, width
sorts, and special length pulls.
J.T. Shannon Lumber Company sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Miss. Case No. 19-11428) on April
1, 2019. At the time of the filing, the Debtor disclosed
$11,026,770 in assets and $14,721,825 in liabilities. The case is
assigned to Judge Jason D. Woodard. Michael P. Coury, Esq., at
Glankler Brown PLLC, is the Debtor's legal counsel.
JEWELTEX ENTERPRISES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Jeweltex Enterprises, Inc.
d/b/a Sam's Fine Jewelry
170 Cedar Sage Dr.
Garland, TX 75040
Business Description: Jeweltex Enterprises, Inc. owns and operates
a jewelry store.
Chapter 11 Petition Date: February 18, 2020
Court: United States Bankruptcy Court
Eastern District of Texas
Case No.: 20-40485
Judge: Hon. Brenda T. Rhoades
Debtor's Counsel: Gregory W. Mitchell, Esq.
THE MITCHELL LAW FIRM, L.P.
12720 Hillcrest Road, Suite 625
Dallas, TX 75230
Tel: (972) 463-8417
Email: greg.mitchell@mitchellps.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sam Soueissi, president.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/IF0weh
KRAFT HEINZ: S&P Cuts Long-Term ICR to BB+; Outlook Negative
------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
U.S.-based Kraft Heinz Co. to 'BB+' from 'BBB-' and its short-term,
commercial paper rating to 'B' from 'A-3'.
S&P also lowered its issue-level ratings on the group's senior
unsecured debt to 'BB+' and assigned a recovery rating of '3',
indicating that creditors could expect meaningful (50%-70%; rounded
estimate: 60%) recovery in the event of a payment default.
S&P's rating action reflects the following factors:
Kraft Heinz has demonstrated a more aggressive financial policy in
view of its declining profitability and cash flow generation. In
S&P's view, the company's recent financial policy decisions and
statements indicate that the company is not willing to take
near-term steps to reduce leverage. S&P forecasts that adjusted
leverage will remain above 4x through 2021. The rating agency
previously stated improving adjusted leverage to below 4x by
mid-2021 is imperative to maintain its 'BBB-' rating.
The negative outlook reflects the potential for a lower rating if
S&P believes management will not be able to stabilize and turn
around the business and thus miss the rating agency's base case
forecast, or if financial policy becomes more aggressive. S&P
believes any upside over the near term from potential large asset
sales—should they occur—is limited since the rating agency
believes they will likely take time to negotiate and close.
"We could lower the rating if we unfavorably reassess our view of
the business risk, which could result if the turnaround plan fails
to stem further EBITDA and FOCF declines, or large asset sales
result in a less competitive position. It is possible the
organization—after experiencing significant cost cutting and
consolidation over the last few years--may not be capable of
effectuating a sustained turnaround of brands that generally
compete in low growth, out-of-favor categories with increased
private label competition and in some cases commoditization. We
could also lower the rating if we forecast that adjusted leverage
will approach the high-4x area," S&P said.
S&P could revise the outlook to stable if management's turnaround
efforts show sustained traction through fiscal 2020. This would be
characterized by a clear stabilization and gradual improvement in
both EBITDA and FOCF, with the rating agency's expectation that
adjusted leverage will reach 4x.
"Although highly unlikely over the next 12 months, the ratings
could be raised to 'BBB-' if management's turnaround plan is able
to restore enterprise value, strengthen the key brands through
targeted innovation and effective marketing, and substantially
improve adjusted EBITDA and FOCF generation, such that adjusted
leverage approaches 3.5x. We also need to see evidence that
management is able to control the cost structure and accurately
forecast performance. We would also need to believe that financial
policy will not become more aggressive, especially considering the
company's historical appetite for large acquisitions. If we raise
the long-tern issuer credit rating, we would also raise the
short-term commercial paper rating to 'A-3'," S&P said.
LAREDO PETROLEUM: Egan-Jones Lowers Senior Unsecured Ratings to B+
------------------------------------------------------------------
Egan-Jones Ratings Company, on February 12, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Laredo Petroleum Incorporated to B+ from BB-.
Laredo Petroleum, Incorporated is a company engaged in hydrocarbon
exploration organized in Delaware and headquartered in Tulsa,
Oklahoma. Laredo Petroleum has no connection or association with
Laredo Oil, a penny stock promotion traded on the Over-the-counter
market.
LICARI CUTLER: Has Until Aug. 24 to File Plan & Disclosures
-----------------------------------------------------------
On Dec. 9, 2019, debtor Licari Cutler LLC filed with the U.S.
Bankruptcy Court for the Southern District of New York a motion to
extend the time period to file a plan of reorganization and
disclosure statement.
It is stipulated and agreed, by and between the attorneys for
Debtor and for 693 Fifth Owner LLC, (Landlord) that the time period
to file a plan of reorganization and disclosure statement is
extended to and including Aug. 24, 2020.
On Jan. 28, 2020, Judge Robert E. Grossman ordered that:
* The Motion is granted.
* The time period to file a plan of reorganization and disclosure
statement is extended to and including August 24, 2020.
* No further extensions of the time period to file a plan of
reorganization and disclosure statement may be granted without
Court approval.
A full-text copy of the order dated Jan. 28, 2020, is available at
https://tinyurl.com/vfwszc6 from PacerMonitor at no charge.
Licari Cutler, LLC, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 19-11435) on May 2, 2019.
The Debtor is represented by:
Alla Kachan, Esq.
Law Offices of Alla Kachan
3099 Coney Island Avenue, 3rd Fl.
Brooklyn, NY 11235
Tel: (718)513-3145
LONGVIEW POWER: S&P Lowers Rating on Senior Secured Debt to 'CCC-'
------------------------------------------------------------------
S&P Global Ratings lowered its rating on U.S. merchant power
project Longview Power LLC's senior secured debt to 'CCC-' from
'CCC'. The '4' recovery rating is unchanged, indicating S&P's
expectation for average recovery in case of default (30%-50%;
rounded estimate: 30%).
Longview is a project-financed entity operating a 700 MW coal-fired
plant. It began operating in December 2011 and is the most
efficient coal plant by heat rate in PJM with advanced
supercritical pulverized-coal boiler technology and a heat rate of
8,800 (for the first half of 2019). The project is based in West
Virginia and sells into the PJM Interconnection.
The project's plant uses advanced supercritical technology and is
the most efficient coal plant in PJM. The plant has a sound
operating record and is also compliant with the Environmental
Protection Agency's mercury and air toxins standards.
The project has access to low-cost coal, which makes it competitive
on a variable cost of dispatch basis.
Liquidity and refinancing risk are serious issues, given the
upcoming maturity of Longview's revolving credit facility in April
2020. The revolver was fully drawn as of Dec. 31, 2019, and
Longview will unlikely to be able to repay the amount outstanding
with cash on hand and forecasted cash flows from operations.
The project operates as a 100% merchant facility, which gives rise
to market exposure and volatility. Recent softness in power prices
and S&P's expectation for lower prices going forward will stress
Longview's financial performance in the rating agency's base case.
The project incurs ongoing expenses related to its shuttered Mepco
project, which was formerly a direct-feed coal mine.
The project is a coal-fired generator. Although S&P doesn't expect
any overly stringent regulation of carbon emissions in the near
term, long-term concerns regarding the viability of coal plants may
heighten refinancing risk.
The 'CCC-' rating reflects tight liquidity, weak expected cash
flows, and a debt maturity in April 2020. As a result of Longview's
weak credit position, along with current market conditions and weak
power prices since S&P's last forecast, the rating agency now
believes a default over the next six months is inevitable.
PJM is experiencing a mild winter, worsening Longview's liquidity
position. Longview's liquidity position fell meaningfully below
expectations in the first three quarters of 2019, primarily as a
result of weak power prices in PJM. Inclusive of senior debt
service and reduced capital spending, Longview generated negative
free cash flow in 2019, necessitating a full draw of $25 million on
the project's revolver.
The negative outlook reflects the risk that the project is likely
to default on its debt obligations or pursue in or out of court
restructuring within six months without unforeseen positive
developments.
S&P could lower the rating if the project defaults on its debt
obligations or if it pursues a restructuring.
S&P could raise the rating if the project is able to fully repay
the outstanding balance on its revolver in April and it came to
believe the project would not face a nonpayment event over the next
six months.
MAIREC PRECIOUS: Court Confirms Plan of Liquidation
---------------------------------------------------
On Jan, 21, 2020, the U.S. Bankruptcy Court for the District of
South Carolina convened a hearing for confirmation on the First
Amended Joint Plan of Liquidation of the Chapter 11 Trustee (the
Trustee) and the Official Committee of Unsecured Creditors for
Debtor Mairec Precious Metals U.S., Inc.
On Jan. 28, 2020, the Court ordered that:
* The Plan is approved and confirmed. The Plan is valid and
enforceable pursuant to its terms and the terms of the Plan are
incorporated by reference into and are an integral part of this
Confirmation Order.
* All objections, responses to, and statements and comments, if
any, in opposition to or inconsistent with the Plan, other than
those withdrawn with prejudice in their entirety prior to, or on
the record at, the Confirmation Hearing shall, and hereby are,
overruled and denied in their entirety on the merits.
* Janet B. Haigler is appointed as the Liquidating Trustee as of
the Effective Date.
* The provisions of the Plan shall constitute a good faith
compromise of all Claims, Interests, and controversies relating to
the rights that a Holder of a Claim or Interest may have with
respect to such Claim or Interest or any Distribution on account
thereof, including but not limited to the claims giving rise to the
Contingent Settlement.
* The Plan and the Post-Confirmation Debtor will be administered
by the Liquidating Trustee, and all actions taken in the names of
the Debtor shall be taken by and through the Liquidating Trustee.
A copy of the Order Confirming the Plan dated Jan. 28, 2020, is
available at https://tinyurl.com/w45c63g from PacerMonitor at no
charge.
About Mairec Precious Metals U.S.
Mairec Precious Metals U.S., Inc., specializes in the recovery of
precious metals including gold, silver, platinum, palladium or
rhodium from various materials containing them. The Company
collects and recycles car catalysts, industrial catalysts,
electronic scrap, various sweeps and concentrates and other
industrial waste.
Mairec Precious Metals U.S. filed for Chapter 11 bankruptcy
protection (Bankr. D.S.C. Case No. 19-01198) on March 1, 2019. In
the petition signed by CRO David M. Baker, the Debtor was estimated
to have $50 million to $100 million in assets and $10 million to
$50 million in liabilities.
The case has been assigned to Judge Helen E. Burris.
The Debtor tapped McCarthy, Reynolds, & Penn, LLC as its counsel,
and SSG Advisors, LLC, as its investment banker.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on March 13, 2019. The committee is represented by Beal,
LLC.
MASTEC INC: S&P Upgrades ICR to 'BB+' on Improved Credit Profile
----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Florida-based
engineering and construction (E&C) contractor MasTec Inc. to 'BB+'
from 'BB'.
At the same time, S&P raised its issue-level rating on the
company's senior unsecured notes to 'BB' from 'BB-'. The '5'
recovery rating remains unchanged, indicating S&P's expectation for
average (10%-30%; rounded estimate: 25%) recovery in the event of a
payment default.
S&P expects MasTec to sustain its reduced debt leverage as its
operating performance benefits from its large backlog and good
end-market demand. MasTec reported an 18-month backlog of $7.5
billion as of Sept. 30, 2019. Although this represents a decline of
about $300 million relative to its backlog in the third quarter of
2018, it does not include approximately $700 million of awards the
company signed during the third quarter, which it expects to
realize after the next 18 months. This provides MasTec with good
revenue visibility and supports S&P's expectation for top-line
growth in 2020. Over half of the company's backlog relates to its
communications segment. In general, this segment should benefit
from an acceleration in its customers' 5G wireless network spending
as well as new wireless opportunities from AT&T's public safety
network for first responders (FirstNet).
S&P's stable outlook on MasTec reflects its expectation that
continued top-line growth and project efficiencies will allow the
company to maintain debt to EBITDA of less than 2x.
"Although unlikely over the next 12 months, we could lower our
ratings on MasTec if it appears likely its operating performance
will deteriorate or that a debt-financed acquisition will weaken
its free operating cash flow (FOCF)-to-debt ratio below 25% on a
sustained basis prior to a cyclical downturn in its end markets.
Although we do not anticipate this occurring during the next 12
months, we could lower our ratings on MasTec if its oil and gas or
communications end markets face a cyclical downturn and we expect
its FOCF-to-debt ratio to drop below 15% or if its debt to EBITDA
exceeds 3x and we do not anticipate that it will improve," S&P
said.
"Although unlikely over the next 12 months, we could raise our
ratings on MasTec if its operating performance continues to improve
and it sustains a FOCF-to-debt ratio of more than 40% and an
adjusted debt-to-EBITDA metric of less than 1.5x. At the same time,
we would expect the company to demonstrate more conservative
financial policies that are commensurate with a higher rating,
notably by refraining from undertaking debt-financed share
repurchases or acquisitions that would cause its adjusted debt to
EBITDA to increase above 1.5x," the rating agency said.
MATRIX INDUSTRIES: Seeks to Hire Douglas Elliman as Broker
----------------------------------------------------------
Matrix Industries Inc. seeks authority from the U.S. Bankruptcy
Court for the Southern District of New York to hire Douglas Elliman
Real Estate as its exclusive real estate broker.
Douglas Elliman will assist in the sale of a condominium unit owned
by the Debtor located at 250 E. 40th St., N.Y.
The firm will get a commission of 5 percent of the total sale price
upon consummation of the sale. Its engagement agreement with the
Debtor expires 180 days from Jan. 1 unless extended by the court.
David Glick, a licensed broker at Douglas Elliman, disclosed in a
court filing that the firm neither holds nor represents any
interest materially adverse to the Debtor's bankruptcy estate,
creditors and equity holders.
The firm may be reached through:
David Glick
Office of Douglas Elliman
575 Madison Avenue, 6th Floor
New York, New York 10022
About Matrix Industries
Based in Great Neck, N.Y., Matrix Industries Inc. filed a petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 19-13835) on Dec. 2, 2019, listing under $2 million on
both assets and liabilities. Judge Robert E. Grossman oversees the
case. Joel Shafferman, Esq., at Shafferman & Feldman LLP, is the
Debtor's legal counsel.
MCCLATCHY CO: Bankruptcy Court Okays Chapter 11 First Day Motions
-----------------------------------------------------------------
McClatchy on Feb. 14, 2020, disclosed that the U.S. Bankruptcy
Court for the Southern District of New York has granted the Company
approval for its first day motions related to its voluntary Chapter
11 petitions filed on February 13, 2020.
The Court granted McClatchy interim approval of the $50 million
debtor-in-possession financing from Encina Business Credit,
including immediate access to $12.5 million, which, alongside the
Company's normal operating cash flows, allows McClatchy sufficient
liquidity to fulfill commitments to stakeholders and operate as
usual throughout the restructuring process. Among other approvals,
the Court has authorized McClatchy to continue paying ordinary
course employee wages and providing benefits -- including health
insurance, paid time off, and 401(k) programs -- without
interruption; honor obligations to advertisers, distribution
partners, and customers and continue to operate customer programs
in the ordinary course of business; reimburse business expenses as
well as maintain the use of corporate credit cards consistent with
typical Company policy; and make payments to go-forward vendors in
full under normal terms for goods and services provided on or after
February 13, 2020.
Craig Forman, President and Chief Executive Officer, stated of the
milestone, "The Court's approval of our first day motions is a key
step in our Chapter 11 case that enables us to continue supporting
our employees, vendors, advertisers, and the 30 communities we
serve as we pursue a permanent resolution to legacy debt and
pension obligations. These approvals ensure that, throughout this
process and beyond, McClatchy can continue to focus on our
unwavering commitment to strong, independent local journalism that
is essential to the communities we serve. We are operating as
usual and taking the next step toward a stronger future for
McClatchy."
The Company is hopeful that it will soon begin mediation with its
lenders and the Pension Benefit Guaranty Corporation so the parties
can reach a resolution and provide greater certainty to McClatchy's
stakeholders.
Additional information about McClatchy's restructuring can be found
by visiting the Company's dedicated site at
https://McClatchyTransformation.com. In addition, legal filings
and other information related to the Chapter 11 case are available
at www.kccllc.net/McClatchy, or by calling KCC, the Company's
noticing and claims agent, at +1 (866) 810-6898.
McClatchy is advised in this process by Skadden, Arps, Slate,
Meagher & Flom, LLP, Groom Law Group, Chartered, and Togut, Segal
and Segal as legal advisors and Evercore Group L.L.C. and FTI
Consulting, Inc. as financial advisors.
About McClatchy Co.
The McClatchy Co. -- https://www.mcclatchy.com/ -- operates 30
media companies in 14 states, providing each of its communities
local journalism in the public interest and advertising services in
a wide array of digital and print formats. McClatchy publishes
iconic local brands including the Miami Herald, The Kansas City
Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh)
News & Observer, and the Fort Worth Star-Telegram. McClatchy is
headquartered in Sacramento, Calif., and listed on the New York
Stock Exchange American under the symbol MNI.
On Feb. 13, 2020, The McClatchy Company and 53 affiliates sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10418) with
a Plan of Reorganization that will cut $700 million of funded debt
in half.
McClatchy was estimated to have $500 million to $1 billion in
assets and debt of at least $1 billion as of the bankruptcy
filing.
The cases are pending before the Honorable Michael E. Wiles.
The Debtors tapped SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP as
general bankruptcy counsel; TOGUT, SEGAL & SEGAL LLP as
co-bankruptcy counsel; GROOM LAW GROUP as special counsel; FTI
CONSULTING, INC., as financial advisor; and EVERCORE INC. as
investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims
agent.
MCCLATCHY CO: Encina Announces Closing of $50M New DIP Facility
---------------------------------------------------------------
Encina Business Credit, LLC ("EBC") announced the completion of a
$50.0 million revolving credit facility for The McClatchy Company
("McClatchy"). The facility was used to refinance McClatchy's
pre-petition, asset-based revolver and support their working
capital needs during bankruptcy. The facility is also structured
to automatically convert to an exit financing upon meeting certain
criteria.
McClatchy, headquartered in Sacramento, California, USA, was
founded in 1857, has 2,800 employees, is publicly traded on the
NYSE American ("MNI") and operates a leading news publishing
company providing local journalism to 30 communities in 14 states.
Well-known published brands include Miami Herald, The Kansas City
Star, The Sacramento Bee, The Charlotte Observer and the Fort Worth
Star-Telegram. The company also provides selected national news
coverage through its Washington, D.C. bureau. McClatchy's media
companies have won 54 Pulitzer Prizes and numerous other awards for
delivering excellence in journalism.
Elaine Lintecum, Vice President Finance and Chief Financial Officer
of McClatchy, said, "We are grateful for Encina's confidence in our
business and management team. This additional financing will
supplement our existing cash flows throughout the process to ensure
our local news outlets are able to operate as usual throughout this
process and enable us to fulfill our commitments to stakeholders."
"Encina is appreciative of the opportunity to partner with the
McClatchy Company by providing them a working capital facility that
will allow them to complete their restructuring and focus on their
digital transformation strategy. Completing diligence on a complex
company can be very time consuming and challenging. The
experienced and very skilled management team at McClatchy made this
process easy and efficient. Encina's prior experience in the media
space coupled with management's efforts allowed us to move quickly
providing a commitment in less than a week." said
Marty Battaglia, Encina's Business Credit's CEO.
About Encina Business Credit
Launched in March 2016, Encina Business Credit is a Chicago-based,
independent asset-based lending platform targeting borrowers in the
U.S. and Canada that look to obtain financing away from traditional
banks. The firm provides revolving lines of credit and term loans
ranging in size from $10 - $100 million and secured by accounts
receivable, inventory, machinery & equipment and real estate. The
platform lends to both privately-owned (sponsor and non-sponsor)
and publicly-traded companies across a wide range of industries,
including manufacturing, retail, automotive, oil & gas, services,
distribution and consumer products. Borrowers use loan proceeds to
fund working capital, acquisitions, refinancings, growth,
restructurings/turnarounds, debtor-in-possession (DIP)/exit
financings and other special situations. Positive cash flow is not
a requirement.
About McClatchy Co.
The McClatchy Co. -- https://www.mcclatchy.com/ -- operates 30
media companies in 14 states, providing each of its communities
local journalism in the public interest and advertising services in
a wide array of digital and print formats. McClatchy publishes
iconic local brands including the Miami Herald, The Kansas City
Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh)
News & Observer, and the Fort Worth Star-Telegram. McClatchy is
headquartered in Sacramento, Calif., and listed on the New York
Stock Exchange American under the symbol MNI.
On Feb. 13, 2020, The McClatchy Company and 53 affiliates sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10418) with
a Plan of Reorganization that will cut $700 million of funded debt
in half.
McClatchy was estimated to have $500 million to $1 billion in
assets and debt of at least $1 billion as of the bankruptcy
filing.
The cases are pending before the Honorable Michael E. Wiles.
The Debtors tapped SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP as
general bankruptcy counsel; TOGUT, SEGAL & SEGAL LLP as
co-bankruptcy counsel; GROOM LAW GROUP as special counsel; FTI
CONSULTING, INC., as financial advisor; and EVERCORE INC. as
investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims
agent.
MCCLATCHY CO: S&P Cuts ICR to 'D' on Chapter 11 Bankruptcy Filing
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Sacramento,
Ca.-based The McClatchy Co. to 'D' from 'CC' following the
company's announcement that it had filed for Chapter 11 bankruptcy
protection.
MOUNT JOY BAPTIST: Disclosures Approval Denied with Leave to Amend
------------------------------------------------------------------
On Jan. 23, 2020, the U.S. Bankruptcy Court for the District of
Maryland, Greenbelt Division, convened a hearing on approval of the
Disclosure Statement of Debtor Mount Joy Baptist Church of
Washington, D.C.
The Debtor requested that the Disclosure Statement be denied with
leave given to amend within 45 days, and that the hearing on the
Motion to Dismiss be continued to the future hearing date to be
scheduled for approval of said amended disclosure statement, and
the Unites States Trustee and National Loan Acquisitions indicated
their consent to said request.
On January 28, 2020, Judge Thomas J. Catliota ordered that:
* Approval of the Disclosure Statement is denied with leave to
amend.
* The Debtor will file an amended disclosure statement and plan
within 45 days of the entry of this order.
* The Motion to Dismiss is continued for hearing at the same time
date and time of any subsequently scheduled hearing on the approval
of said amended disclosure statement.
A full-text copy of the order dated Jan. 28, 2020, is available at
https://tinyurl.com/sezs8fv from PacerMonitor at no charge.
Counsel to National Loan Acquisitions Company:
Michael Nord, Esq.
Richard A. DuBose, III, Esq.
Gebhardt and Smith, LLP
One South Street, Suite 2200
Baltimore, MD 21202-3281
About Mount Joy Baptist Church
Mount Joy Baptist Church of Washington, D.C., a baptist church in
Oxon Hill, Md., filed a Chapter 11 petition (Bankr. D.Md. Case No.
19-11707) on Feb. 8, 2019. In the petition signed by Rev. Bruce
Mitchell, pastor and CEO, the Debtor was estimated to have $1
million to $10 million in both assets and liabilities. Craig M.
Palik, Esq., at McNamee Hosea Jernigan Kim Greenan & Lynch, P.A.,
serves as bankruptcy counsel to the Debtor. The Debtor tapped TD
Emory, CPA & Associates, as its accountant.
MTE HOLDINGS: Seeks Court OK of Ankura's Scott Pinsonnault as CRO
-----------------------------------------------------------------
MTE Holdings LLC, and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ Scott
M. Pinsonnault of Ankura Consulting Group, LLC, as chief
restructuring officer to the Debtors.
Elk Petroleum requires Ankura Consulting to:
a. manage the chapter 11 process, subject to the authority and
direction of, and reporting only to, the Board;
b. assist the other company professionals in the
reorganization process consistent with the Debtors' overall
restructuring goals and provide testimony in the Debtors'
Chapter 11 cases;
c. establish communication protocol with stakeholders;
d. assist in the preparation of financial projections and cash
flow budgets, including implementing cash conservation
strategies, tactics and processes where appropriate and
feasible;
e. identify liquidity needs and implement a cash management
program with the management team;
f. identify and implement short-term and/or long-term process
improvement or control initiatives;
g. assist in development of any reporting to the Court and
other required entities;
h. assist the Debtors' investment banker in evaluating
strategic and financial options;
i. assist with and provide input into business planning,
operations, projections, budgeting, and capital expenditure
requirements;
j. as requested by the Board, and in consultation with the
CEO, negotiate with stakeholders regarding the Debtors'
restructuring and preparing a plan of reorganization and
related documents;
k. as requested by the Board, and in consultation with the
CEO, negotiate concerning vendors, customers, and other
constituents of the Debtors, including the claims
reconciliation process, plan classification modeling,
and claims estimation, to the extent applicable; and
l. provide such other similar services that the Board
determines to be necessary, prudent, or appropriate under
the circumstances, and in keeping with its ethical
responsibilities as a chapter 11 professional.
Ankura Consulting will be paid at these hourly rates:
Senior Managing Directors $1,105 to $1,100
Other Professionals $410 to $990
Paraprofessionals $150 to $250
Ankura Consulting will be paid a $125,000 per month. It will also
be reimbursed for reasonable out-of-pocket expenses incurred.
Scott M. Pinsonnault, a senior managing director of Ankura
Consulting, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their/its estates.
Ankura Consulting can be reached at:
Scott M. Pinsonnault
ANKURA CONSULTING GROUP, LLC
1220 19th Street, NW Suite 700
Washington, DC 20036
Tel: (202) 797-1111
Fax: (202) 797-3619
About MTE Holdings LLC
MTE Holdings LLC is a privately held company in the oil and gas
extraction business. MTE sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 19-12269) on Oct. 22,
2019. In the petition signed by its authorized representative,
Mark A. Siffin, the Debtor disclosed assets of less than $50
billion and debts of $500 million. Judge Karen B. Owens has been
assigned to the case. The Debtor tapped Kasowitz Benson Torres LLP
as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell, LLP as
its local counsel; and Stretto as its claims and noticing agent.
NPC INTERNATIONAL: S&P Cuts ICR to 'SD' on Missed Interest Payments
-------------------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on U.S.-based
Pizza Hut and Wendy's restaurant franchisee NPC International Inc.
to 'SD' (selective default) from 'CCC-'.
S&P also lowered the issue-level ratings on the first-lien facility
to 'D' from 'CCC-', and the rating on the second-lien term loan to
'D' from 'C'.
At the same time, S&P assigned a 'CCC+' rating to the company's new
$35 million superpriority term loan. The '1' recovery rating
reflects S&P's expectation for very high (90%-100%; rounded
estimate: 95%) recovery in the event of a payment default.
The downgrade follows NPC's missed Jan. 31, 2020, interest payments
on the $655 million ($640 million outstanding) first-lien term loan
and $160 million second-lien term loan. The company reached a
forbearance agreement and will not make principal or interest
payments required under the first-lien credit agreement. Under the
new priority term loan credit agreement, it is also restricted from
paying debt service to second-lien lenders. S&P views the missed
payments as a default and does not expect NPC will satisfy its
payment obligations within 30 days of the due date.
ONTARIO GRAPHITE: Gets Initial CCAA Stay; Deloitte Named Monitor
----------------------------------------------------------------
The Ontario Superior Court of Justice (Commercial List) issued an
order appointing Deloitte Restructuring Inc. as Monitor of Orionis
Corporation and Ontario Graphite Ltd. pursuant to the Companies'
Creditors Arrangement Act.
The Initial Order provides, among other things, a stay of
proceedings until Feb. 22, 2020.
Further information regarding the CCAA proceedings will be
available on the Monitor's website at
https://www.insolvencies.deloitte.ca/en-ca/pages/OGL.aspx
Further information, please contact Deloitte Restructuring Inc.
at:
Deloitte Restructuring Inc.
Bay Adelaide East
8 Adelaide Street West, Suite 200
Toronto, ON M5H 0A9
Tel: 1-844-966-0778
E-mail: OGL@deloitte.ca
Phil Reynolds
Tel: (416) 956-9200
E-mail: philreynolds@deloitte.ca
Todd Ambachtsheer
Tel: (416) 607-0781
E-mail: tambachtsheer@deloitte.ca
Counsel for the Companies:
Osler, Hoskin & Harcourt LLP
100 King Street West
1 First Canadian Place, Suite 6200
P.O. Box 50
Toronto, ON M5X 1B8
Sandra Abitan
Tel: (514) 904-5648
E-mail: sabitan@osler.com
John MacDonald
Tel: (416) 862-5672
E-mail: jmacdonald@osler.com
Mark Sheeley
Tel: (416) 862-6791
E-mail: msheeley@osler.com
Sean Stidwill
Tel: (416) 862-4871
Fax: (416) 862-6666
E-mail: sstidwill@osler.com
Counsel to the Monitor:
Stikeman Elliot LLP
5300 Commerce Court West 199 Bay Street
Toronto, ON M5L 1B9
Ashley Taylor
Tel: (416) 869-5236
E-mail: ataylor@stikeman.com
Sanja Sopic
Tel: (416) 869-6825
Fax: (416) 947-0866
E-mail: ssopic@stikeman.com
OPTIMUM CHOICE: Seeks to Hire Resnik Hayes as Legal Counsel
-----------------------------------------------------------
Optimum Choice Insurance Agency seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Resnik Hayes Moradi LLP as its legal counsel.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
(a) advise the Debtor regarding compliance with the requirements
of the U.S. Trustee;
(b) advise the Debtor regarding matters of bankruptcy law;
(c) provide advice regarding cash collateral matters;
(d) conduct examinations of witnesses, claimants or adverse
parties and assist in the preparation of reports, accounts and
pleadings;
(e) advise the Debtor concerning the requirements of the
Bankruptcy Code and applicable rules;
(f) assist the Debtor in negotiation, formulation, confirmation
and implementation of a Chapter 11 plan of reorganization; and
(g) appear in court.
The Debtor has agreed to pay the firm an initial retainer fee of
$15,000.
Roksana Moradi-Brovia, Esq., a partner at Resnik Hayes, disclosed
that she and the firm are "disinterested persons" within the
meaning of Section 101 (14) of the Bankruptcy Code.
The firm may be reached through:
Roksana D. Moradi-Brovia
Resnik Hayes Moradi LLP
17609 Ventura Boulevard, Suite 314
Encino, California 91316
Telephone: (213) 572-0800
Fax: (818) 855-7013
About Optimum Choice Insurance Agency
Optimum Choice Insurance Agency sought Chapter 11 protection
(Bankr. C.D. Cal. Case No. 20-10517) on Jan. 16, 2020. At the time
of the filing, the Debtor had estimated assets of less than $50,000
and liabilities of between $100,001 and $500,000. Judge Barry
Russell oversees the case. Resnik Hayes Moradi, LLP is the
Debtor's legal counsel.
OWENS FUNERAL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Owens Funeral Home, Incorporated
216 Lennox Avenue
New York, NY 10027
Business Description: Owens Funeral Home, Incorporated offers
funeral and cremation services.
Chapter 11 Petition Date: February 18, 2020
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 20-10508
Debtor's Counsel: Charles E. Simpson, Esq.
WINDELS MARX LANE & MITTENDORF, LLP
156 West 56th Street
New York, NY 10019
Tel: (212) 237-1070
E-mail: csimpson@windelsmarx.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Isaiah Owens, president/CEO.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/QNfzAn
PACIFIC DRILLING: Subsidiaries Appeal Arbitration Award in London
-----------------------------------------------------------------
Pacific Drilling S.A. (the "Company") on Feb. 11, 2020, disclosed
that its subsidiaries, Pacific Drilling VIII Limited ("PDVIII") and
Pacific Drilling Services, Inc. ("PDSI"), have filed an application
with the High Court in London for leave to appeal the award that
has been issued in the arbitration proceedings between PDVIII and
PDSI and Samsung Heavy Industries Co. Ltd. ("SHI") related to the
contract for the construction and sale of the Pacific Zonda. As
previously disclosed, on January 15, 2020 an arbitration tribunal
in London, England (the "Tribunal") awarded SHI approximately $320
million with respect to its claims against PDVIII and PDSI.
Under the rules governing the arbitration proceedings, PDVIII and
PDSI have no automatic right to appeal and the grounds on which the
High Court in London may grant permission to appeal are limited.
There can be no assurance that permission to appeal will be
granted, or if granted, that the appeal will be successful.
As previously disclosed, in connection with the Company's now
concluded Chapter 11 proceedings, PDVIII and PDSI (the "Zonda
Debtors") filed a separate plan of reorganization (the "Zonda
Plan") under Chapter 11 of the U.S. Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of New York,
which was confirmed on January 30, 2019. If the Zonda Debtors are
successful in the appeal, they will emerge from their separate
bankruptcy proceedings. If the Zonda Debtors are unsuccessful in
the appeal, the Company expects the Zonda Debtors, which have
approximately $4.5 million in cash and no other material assets,
will be liquidated in accordance with the terms of the Zonda Plan.
The Company does not expect the Tribunal's decision to have any
material adverse effect on its operations or to cause any default
under any of its material contracts including under the indentures
for its outstanding notes.
About Pacific Drilling
Pacific Drilling S.A. (OTC: PACDQ) (NYSE: PACD) a Luxembourg public
limited liability company (societe anonyme), operates an
international offshore drilling business that specializes in
ultra-deepwater and complex well construction services. Pacific
Drilling -- http://www.pacificdrilling.com/-- owns seven
high-specification floating rigs: the Pacific Bora, the Pacific
Mistral, the Pacific Scirocco, the Pacific Santa Ana, the Pacific
Khamsin, the Pacific Sharav and the Pacific Meltem. All drillships
are of the latest generations, delivered between 2010 and 2014,
with a combined historical acquisition cost exceeding $5.0 billion.
The average useful life of a drillship exceeds 25 years.
On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193). The cases are pending before the Honorable Michael E.
Wiles and are jointly administered.
Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.
The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel
but was later replaced by Togut, Segal & Segal LLP; Evercore
Partners International LLP as investment banker; AlixPartners, LLP,
as restructuring advisor; Alvarez & Marsal Taxand, LLC as executive
compensation and benefits consultant; Ince & Co LLP and Jones
Walker LLP as special counsel; and Prime Clerk LLC as claims and
noticing agent; Deloitte Financial Advisory Services LLP, as
accounting advisor to the Debtor.
The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.
The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.
The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.
The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020
Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.
PANCAKES & PIES: Liquidating Plan Declared Effective Jan. 28, 2020
------------------------------------------------------------------
On Nov. 7, 2019, debtors Pancakes & Pies, LLC, et al., filed with
the U.S. Bankruptcy Court for the District of Delaware a Combined
Disclosure Statement and Chapter 11 Plan of Liquidation.
On Jan. 14, 2020, the Court entered the Order approving the
Debtors' Combined Disclosure Statement and Plan on a final basis
and confirming the Debtors' Combined Disclosure Statement and Plan.
The Effective Date of the Combined Disclosure Statement and Plan
occurred on Jan. 28, 2020.
Feb. 27, 2020, is the deadline to file requests for payment of
Administrative Expense Claims arising in the time period between
Nov. 4, 2019, and the Effective Date on the Post-Effective Date
Debtors, the Plan Administrator, and Kurtzman Carson Consultants
LLC, the Debtors' claims and noticing agent.
March 13, 2020, is the deadline to file all requests for
compensation or reimbursement of Professionals retained in these
chapter 11 cases for services performed and expenses incurred prior
to the Effective Date.
A full-text copy of the order dated January 28, 2020, is available
at https://tinyurl.com/vuqfu82 from PacerMonitor at no charge.
About Pancakes & Pies
Pancakes & Pies, LLC, et al., were leading operators and
franchisors of family-dining and casual-dining restaurants, under
their two highly-recognized brands: (i) their full-service Perkins
family dining restaurants located primarily in Minnesota, Iowa,
Wisconsin, Ohio, Pennsylvania and Florida under the name "Perkins
Restaurant and Bakery" and (ii) their mid-priced, full-service
Marie Callender's casual-dining restaurants, specializing in the
sale of pies and other bakery items, located primarily in
California and Nevada under the name "Marie Callender's Restaurant
and Bakery".
Pancakes & Pies, LLC, and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-11743) on Aug. 5,
2019.
The Debtors are represented by:
RICHARDS, LAYTON & FINGER, P.A.
Daniel J. DeFranceschi
Michael J. Merchant
Zachary I. Shapiro
Brett M. Haywood
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Tel: 302-651-7700
Fax: 302-651-7701
E-mail: defranceschi@rlf.com
merchant@rlf.com
shapiro@rlf.com
haywood@rlf.com
- and -
AKIN GUMP STRAUSS HAUER & FELD LLP
Scott L. Alberino
Joanna Newdeck
2001 K Street, N.W.
Washington, DC 20006
Telephone: (202) 887-4000
Facsimile: (202) 887-4288
Gary A. Ritacco
One Bryant Park
New York, New York 10036
Telephone: (212) 872-1000
Facsimile: (212) 872-1002
PG&E CORPORATION: Hires Latham & Watkins as Special Counsel
-----------------------------------------------------------
PG&E Corporation, and its debtor-affiliates, seeks authority from
the U.S. Bankruptcy Court for the Northern District of California
to employ Latham & Watkins LLP, as special counsel to the Debtors.
PG&E Corporation requires Latham & Watkins to provide legal
services in connection with the Specific Matters consisting
primarily to advise and represent the Debtors regarding (1) the
securities class actions, including related insurance counseling,
in the case captioned as PG&E Corporation Securities Litigation
(No. 18-cv-359, N.D. Cal.), and Vataj v. Johnson, et al. (Case No.
19-cv-6996, N.D. Cal.); (2) the six pre-petition shareholder
derivative lawsuits, captioned as Oklahoma Firefighters Pension &
Retirement System v. Chew et al. (No. 18-cv-04698, N.D. Cal.),
Williams v. Earley et al. (No. 18-cv-7128, N.D. Cal.), Blackburn v.
Meserve et al. (No. 19-cv-00501, N.D. Cal.), California North Bay
Fire Derivative Litigation (No. CGC-17-562591), Bowlinger v. Chew
et al. (No. CGC-18-572326), and Hagberg v. Chew et al. (No.
CGC-19-573190); (3) the San Bruno Derivative Action, San Bruno Fire
Derivative Cases (Case No. JCCP 4648-C); and (4) the various
environmental matters, to address contamination at the Topock
Compressor Station Project Site pursuant to the Comprehensive
Environmental Response, Compensation, and Liability Act (Superfund
Act), including on compliance with respect to the National Historic
Preservation Act and Endangered Species Act.
Latham & Watkins will be paid based upon its normal and usual
hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.
Prior to the filing of this Application, Latham & Watkins was
compensated in the amount of $968,644.10 on account of its
post-petition fees and expenses. Currently, Latham is owed
$237,087.30 on account of its post-petition services as an ordinary
course professional for the Debtors for the month of October 2019,
and $291,112.50 for the month of November 2019. Latham & Watkins
additionally incurred $291,893.85 in fees and expenses for the
month of December 2019 (unbilled). On October 21, 2019, Latham
filed two proofs of claim related to pre-petition claims held
against PG&E Corp. and the Utility, in the amounts of $219,397.95
and $206,459.45, respectively.
Robert W. Perrin, partner of Latham & Watkins LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Latham & Watkins can be reached at:
Robert W. Perrin, Esq.
LATHAM & WATKINS LLP
355 South Grand Avenue, Suite 100
Los Angeles, CA 90071
Tel: (213) 485-1234
Fax: (213) 891-8763
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.
PIER 1 IMPORTS: To Complete Closing of 450 Stores in March
----------------------------------------------------------
Pier 1 Imports Inc. has been at the forefront of major home decor
and furniture trends since 1962, operating more than 1,000 stores
across the United States and Canada at its peak.
As of Feb. 17, 2020, when the company sought bankruptcy
protection,, the company operated 858 stores in the United States
and 65 stores in Canada in addition to its e-commerce website,
www.pier1.com, with e-commerce representing 27% of total sales. As
of the Petition Date, the company employs approximately 17,000
employees in the United States and Canada.
During 2019 the company recognized that their store footprint was
unsustainable for any go-forward business and began developing a
strategy in conjunction with AlixPartners, A&G Realty Partners, LLC
("A&G"), and partner Gordon Brothers Retail Partners, LLC
("Gordon Brothers") to help right-size the company's store
footprint and assist with the clearance sales.
Company management undertook a store by store analysis of the
financial performance of each store location. The analysis
resulted in a store reduction target creating a simplified and
substantially more profitable store base. Based on this analysis,
company management decided that in any go-forward scenario, the
company needed to close up to 450 stores. The remaining go-forward
stores achieved superior sales and customer metrics in the last 12
months compared to the closing stores, including 15% greater sales
per square foot on average.
On Jan. 6, 2020, the company announced an intention to close up to
450 stores. On or around Jan. 10, 2020 the company initiated the
store closings at approximately 270 locations, which included 169
stores where the Clearance Sales have been conducted. Within the
next few days, the company intends to initiate closings of 56
stores in Canada, and an additional U.S. store.
A&G Realty has provided a copy of the list of closing stores on its
Web site. The list is available at https://tinyurl.com/vhjb6xq
The company expects all Sales at the Initial Store Closings to be
completed and the properties vacated by March 31, 2020. The
company estimates that the proceeds from all the Sales will be
approximately $177 million. The company intends for Gordon
Brothers to manage all of the store closing operation as further
set forth in the Debtors' Motion for Interim and Final Orders (I)
Authorizing the Debtors to Assume the Consulting Agreement, (II)
Authorizing and Approving the Conduct of Store Closing Sales, With
Such Sales to be Free and Clear of All Liens, Claims, and
Encumbrances, (III) Authorizing Customary Bonuses to Employees of
Closing Stores, and (IV) Granting Related Relief, filed
contemporaneously herewith. The company expects to conclude all of
these closings and exit the leases by the end of March 2020.
The company is continuing to negotiate with certain of its
landlords and pending the outcome of those negotiations and ongoing
discussions with creditors and potential purchasers as part of
these chapter 11 cases, may announce the closing of additional
stores. The store footprint rationalization plan allows the company
to take advantage of inventory management, and logistics
initiatives, freeing up net working capital.
About Pier 1 Imports
Founded with a single store in 1962, Pier 1 Imports, Inc. --
http://www.pier1.com/-- is a leading omni-channel retailer of
unique home décor and accessories. The Company's products are
available through approximately 930 Pier 1 stores in the U.S. and
online at pier1.com.
Pier 1 Imports, Inc., and 7 affiliates sought Chapter 11 protection
(Bankr. E.D. Va. Lead Case No. 20-30805) on Feb. 17, 2020, to
pursue a sale of the assets.
Pier 1 disclosed $426,585,000 in assets and $258,254,000 in debt as
of Jan. 2, 2020.
The Hon. Kevin R. Huennekens is the case judge.
A&G Realty Partners is assisting the Company with its previously
announced store closures and lease modifications. Pier 1 landlords
are encouraged to contact A&G Realty Partners through its website,
http://www.agrep.com/
Kirkland & Ellis LLP and Osler, Hoskin & Harcourt LLP are serving
as legal advisors to Pier 1 in the U.S. and Canada, respectively.
AlixPartners LLP is serving as the Company's restructuring advisor
and Guggenheim Securities, LLC is serving as the Company's
investment banker. Epiq Bankruptcy Solutions is the claims agent.
PONCE REAL ESTATE: Disclosure Statement Hearing Reset to Feb. 27
----------------------------------------------------------------
The hearing on the Disclosure Statement of debtor Ponce Real Estate
Corp. scheduled for Feb. 20, 2020, has been rescheduled for Feb.
27, 2020, at 9:30 a.m. at the United States Bankruptcy Court,
Southwestern Divisional Office, MCS Building, Second Floor, 880
Tito Castro Avenue, Ponce, Puerto Rico.
Objections to the form and content of the disclosure statement
should be in writing and filed with the court and served upon
parties in interest at their address of record not less than 14
days prior to the hearing. Objections not timely filed and served
will be deemed waived.
A copy of the order dated Jan. 28, 2020, is available at
https://tinyurl.com/twtyg4v from PacerMonitor at no charge.
About Ponce Real Estate Corp.
Ponce Real Estate Corp. as registered in the Department of State of
Puerto Rico on February 11, 1955, under registry number 4514, as a
domestic for-profit-corporation, operating the business of owning
to lease real estate properties for commercial and/or residential
purposes. Its principal place of business is located at 49 Mendez
Vigo Street, Ponce, Puerto Rico 00730, which is property of PRE.
Mr. Francisco I. Vilarino Rodriguez a/k/a Frank Vilarino is the
sole owner and president.
Ponce Real Estate Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 18-06805) on Nov. 24, 2018.
At the time of the filing, the Debtor was estimated to have assets
of $1 million to $10 million and liabilities of the same range.
The Debtor tapped EMG Despacho Legal, CRL as its legal counsel, and
Tamarez CPA, LLC as its accountant.
POWER SOLUTIONS: Neil Gagnon Has 8.1% Stake as of Dec. 31
---------------------------------------------------------
Neil Gagnon disclosed in an amended Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2019, he
beneficially owns 1,856,987 shares of common stock of Power
Solutions International, Inc., which represents 8.1 percent of the
shares outstanding.
Mr. Gagnon has sole voting and dispositive power over 183,017
shares of the Issuer's Common Stock, par value $0.001 per share. In
addition, Mr. Gagnon has shared voting power over 1,625,803 shares
of the Issuer's common stock and shared dispositive power over
1,673,970 shares of common stock.
Mr. Gagnon is the managing member and principal owner of Gagnon
Securities LLC, an investment adviser registered with the SEC under
the Investment Advisers Act of 1940, as amended, and a registered
broker-dealer, in its role as investment manager to several
customer accounts, foundations, partnerships and trusts to which it
furnishes investment advice. GS and Mr. Gagnon may be deemed to
share voting power with respect to 1,012,832 shares of common stock
held in the Accounts and dispositive power with respect to
1,054,045 shares of common stock held in the Accounts. GS and Mr.
Gagnon expressly disclaim beneficial ownership of all securities
held in the Accounts.
Mr. Gagnon is also the chief executive officer of Gagnon Advisors,
LLC, an investment adviser registered with the SEC under the
Advisers Act. Mr. Gagnon and Gagnon Advisors, in its role as
investment manager to Gagnon Investment Associates, LLC, a private
investment fund, may be deemed to share voting and dispositive
power with respect to the 513,000 shares of the Issuer's common
stock held by GIA. Gagnon Advisors and Mr. Gagnon expressly
disclaim beneficial ownership of all securities held by GIA.
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/AmPi85
About Power Solutions
Headquartered in Wood Dale, Illinois, Power Solutions
International, Inc., designs, engineers, and manufactures
emissions-certified, alternative-fuel power systems. PSI provides
integrated turnkey solutions to global original equipment
manufacturers in the industrial and on-road markets. The Company's
unique in-house design, prototyping, engineering and testing
capacities allow PSI to customize clean, high-performance engines
that run on a wide variety of fuels, including natural gas,
propane, biogas, gasoline and diesel.
Power Solutions reported a net loss available to common
stockholders of $54.73 million for the year ended Dec. 31, 2018,
compared to a net loss available to common stockholders of $85.47
million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the
Company had $289.9 million in total assets, $308.5 million in total
liabilities, and a total stockholders' deficit of $18.58 million.
BDO USA, LLP, in Chicago, Illinois, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
Dec. 27, 2019, citing that the Company has suffered recurring
losses from operations and significant uncertainties exist about
the Company's ability to refinance, extend, or repay outstanding
indebtedness, the circumstances of which raise substantial doubt
about the Company's ability to continue as a going concern.
PRO-FIT DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Pro-Fit Development, Inc.
4007 N. Tailiaferro Avenue
Suite E
Tampa, FL 33603
Business Description: Pro-Fit Development, Inc. is a general
contractor based in Tampa, Florida. It owns
in fee simple a commercial building known as
the Seminole Heights Professional Center -
4007 N. Taliaferro Avenue, Tampa, FL 33603,
having an appraised value of $1.5 million.
Chapter 11 Petition Date: February 18, 2020
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 20-01371
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
E-mail: All@tampaesq.com
Total Assets: $2,203,069
Total Liabilities: $1,634,314
The petition was signed by Terrance L. Bradford, president.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/OtGEMT
RENPATH INC: CoStar Inks Agreement to Buy Business for $588M
------------------------------------------------------------
CoStar Group, Inc., the leading provider of commercial real estate
information, analytics and online marketplaces, on Feb. 11
disclosed that it has signed an agreement to acquire RentPath's
business for $588 million in cash, in connection with RentPath's
recently announced Chapter 11 bankruptcy process.
RentPath's primary service is digital marketing for rental
properties through a network of Internet listing websites,
including Rent.com, ApartmentGuide.com, Rentals.com and Lovely.com.
The RentPath network of websites generated over 21 million monthly
visits and almost 9 million monthly unique visitors in 2019,
according to comScore, and had approximately 28,000 properties
advertised on its network as of December, 2019. RentPath is
headquartered in Atlanta, Georgia and has approximately 770
employees.
"RentPath has a 30-year track record of outstanding service to the
multifamily industry, developing thousands of meaningful customer
relationships," said Andrew C. Florance, Founder and Chief
Executive Officer of CoStar Group. "Obviously, it is very
challenging for newspapers, magazines, and print directories to
reinvent themselves as profitable digital businesses. RentPath was
burdened with a heavy debt load that prevented the company from
making the necessary investments in building brand recognition and
generating traffic from Google. As the cost of Google traffic
soared, RentPath was unable to keep pace. Following restructuring
in bankruptcy, CoStar Group expects the combined companies to
benefit from synergies and plans to invest in building RentPath's
online brands and traffic to provide improved quantity and quality
of lead flow to advertising clients. The Apartments.com network of
sites generated 842 million visits last year, and we intend to use
this valuable audience to generate leads for RentPath clients as
well."
"We believe there is untapped potential to serve the millions of
landlords traditionally overlooked by online apartment
marketplaces, which tend to focus on large apartment communities
with over 100 units. We believe that investing in an excellent URL
like Rent.com is the perfect vehicle for reaching that underserved
audience."
"CoStar Group operates a number of large and growing online
marketplaces," continued Florance. "We believe that RentPath's
talented and experienced employees will become valuable
contributors not only to our Apartments.com network of sites but
across all of our marketplaces."
RentPath's 2019 unaudited financials reflect revenue of
approximately $227 million and adjusted EBITDA of approximately $47
million. Total revenue declined approximately 9% from 2018, while
adjusted EBITDA declined approximately 24% in the same period.
"Following successful conclusion of the bankruptcy process and
regulatory review, we expect the acquisition to add scale to our
Apartments.com business and be highly accretive to CoStar earnings
once fully integrated," said CoStar Group Chief Financial Officer
Scott Wheeler.
"We are very excited to be joining CoStar as part of the
Apartments.com network," said Marc Lefar, Chief Executive Officer
of RentPath. "Our customers have an ever increasing number of
choices when considering where to spend their marketing dollars.
With CoStar's commitment to invest in the RentPath family of sites,
we will be in a position to offer our customers the best options to
reach potential renters."
The Company plans to provide revenue and earnings guidance for 2020
in its quarterly financial results release for the fourth quarter
expected to be issued on February 25, 2020. Revenue and earnings
guidance related to the transaction is not expected to be available
until later in the year.
The closing of the transaction is subject to various conditions,
including approval by the bankruptcy court and regulatory approval.
Subject to bankruptcy court oversight and pending closing, CoStar
expects that RentPath's operations will continue in the ordinary
course.
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.
ROMA USA: Feb. 26 Auction of Atlanta Business Assets Set
--------------------------------------------------------
Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern
District of Georgia authorized Roma USA, LLC's bidding procedures
in connection with the sale of the assets it used in its business
located at 3555 Atlanta Industrial Pkwy, Atlanta, Georgia, to Arcas
International, LLC for a purchase price consisting of $320,000,
cash at closing, plus payment of cure costs, assumption of an
account payable with Eurovinici, and waiver of amounts owed by the
Debtor at the closing under junior secured DIP loans provided by
the Arcas up to a to a maximum principal amount of $591,171, plus
any accrued interest, fees and charges, pursuant to their Asset
Purchase Agreement, subject to overbid.
The Procedures Hearing was held on Jan. 28, 2020 at 2:00 p.m.
The following procedures be, and are, approved for the sale of the
Identified Assets, and, in connection therewith, the assumption and
assignment of any proposed Assigned Contracts, to the Initial
Bidder or one or more other Purchasers:
a. Bid Deadline - No later than 12:00 noon (ET) on Feb. 24,
2020
b. Deposit: 5% of the proposed purchase price
c. Initial Bid: Greater than the cash portion of the purchase
price contained in the Initial Bidder's Agreement by at least
$35,000 (an amount equal to the Breakup Fee which would be payable
to the Initial Bidder, plus $25,000)
d. Auction: All Eligible Bidders must attend an auction sale
to be conducted by GGG and/or counsel for the Debtor beginning at
10:00 a.m. (ET) on Feb. 26, 2020 (or such other date as approved by
the Court), at the offices of Scroggins & Williamson, P.C., 4401
Northside Parkway, Suite 450, Atlanta, Georgia 30327 (or at such
other location as the Debtor will designate in writing to all
Eligible Bidders no later than the close of business on Feb. 25,
2020).
e. Bid Increments: $25,000
f. Sale Hearing: Feb. 26, 2020 at 1:30 p.m.
g. Sale Objection Deadline: Feb. 24, 2020 at 5:00 p.m. (ET)
h. Closing: March 30, 2020
i. Breakup Fee - $10,000
j. Expense Reimbursement - $75,000
The counsel for the Debtor will promptly serve this Order upon
those parties identified on the List of Twenty Largest Creditors;
all non-debtor parties to Assigned Contracts; any parties asserting
valid liens, claims, encumbrances, or other interests against any
Identified Assets of the Debtor; and all known parties that have
previously expressed interest in purchasing the Debtor's Identified
Assets by execution of a Non-Disclosure Agreement provided by GGG
(which such Prospects may be served with the Order by e-mail
transmission to whichever e-mail address GGG has previously
communicated, at the discretion of the Debtor).
About Roma USA LLC
Founded in 2009 and headquartered in Atlanta, Georgia, Roma USA,
LLC is a manufacturer and distributor of mineral-based paint. The
company sought Chapter 11 protection (Bankr. N.D. Ga. Case No.
19-70378) on December 20, 2019. Judge James R. Sacca oversees the
case. Scroggins & Williamson, P.C., is the Debtor's counsel.
ROVIG MINERALS: March 31 Auction of Assets Set
----------------------------------------------
Judge John W. Kolwe of the U.S. Bankruptcy Court for the Western
District of Louisiana preliminarily approved the proposed bidding
procedures of Dwayne M. Murray, the Chapter 11 Trustee of Rovig
Minerals, Inc., in connection with the sale of assets together with
an assumption of plugging and abandoning costs ("P&A") for those
purchased assets and a further obligation to pay over five years
the P&A liabilities of the estate for non-purchased assets, to
Golden Hawk Investors, LLC for a total consideration of $12
million, subject to overbid.
The Trustee will commence marketing efforts and the operation of
the "data room" no later than three business days following entry
of the Order.
The Purchase and Sale Agreement between Golden Hawk and the
Trustee, together with all exhibits thereto attached to the
Preliminary Sale Motion, is approved and Golden Hawk will be
considered the "Stalking Horse" Bidder at any auction sale, if one
is invoked, consistent with the Order and the Auction and Bidding
Procedures for the assets set forth in the PSA.
The Auction and Bidding Procedures are approved as prayed for,
including but not limited to the break-up fee, expenses
reimbursement, lending fees and overbid protections granted in
favor of Golden Hawk under certain defined circumstances as set
forth in the Procedures.
The form of Notice Requesting Bids is approved and, as soon as
practicable after entry of the Order, the counsel for the Trustee
will file and serve the Notice Requesting Bids upon: (a) the
shortened notice list established by prior Order, (b) any party
requesting notice and (c) any party which has previously expressed
an interest in participating in an auction or sale of the estate's
assets and shall promptly file a certificate of service reflecting
same.
Golden Hawk will provide the Trustee written notice of its
allocation of sales proceeds from the cash at closing portion of
its overall offer set forth in the PSA ($5.5 million) no later than
5 p.m. on March 6, 2020.
Anyone interested in invoking an auction must deliver to the
counsel for the Trustee and the counsel for Golden Hawk the
material and bid necessary to constitute a qualified bid as set
forth in the Bid Procedures no later than 5 o'clock p.m. C.S.T. on
March 16, 2020.
In the event the Trustee receives at least one Qualified Offer, as
that term is defined in the Procedures and the Notice Requesting
Bids, before the deadline, the counsel for the Trustee will file a
Notice of Auction March 18, 2020 and serve it upon (a) the
shortened notice list established by prior Order, (b) any party
requesting notice, (c) Golden Hawk, and (d) any party which has
previously expressed an interest in participating in an auction or
sale of the estate’s assets and will promptly file a certificate
of service reflecting same.
In the event an auction is invoked, the auction will take place on
March 31, 2020 at 10 o'clock a.m. (CST) at the office of the
Trustee's counsel, Taylor, Porter, Brooks & Phillips, LLP, 450
Laurel Street, Chase Tower North, 8th Floor, Baton Rouge, LA 70801
and will be conducted pursuant to the approved Procedures as same
may be modified by the Court prior to the Auction.
The Proceeds Allocation, whether made by Golden Hawk or a competing
bidder at the Auction, must contain a minimum of 20% of the Cash at
Closing paid for the Purchased Assets to the Bordelon Ranch
property. The Proceeds Allocation must further include, subject to
obligations to priming interests, if applicable, a sufficient
amount to satisfy in full such valid and perfected oil and gas
privileges on the Purchased Assets other than the Bordelon Ranch
property.
In the event following application of the minimum allocations
described above with respect to the Purchased Assets other than the
Bordelon Ranch property excess purchase proceeds exist, Golden Hawk
or the prevailing purchaser at auction will allocate at least 50%
of the excess to the holders of valid and perfected oil and gas
privileges on the Bordelon Ranch property.
The final hearing will be held on April 7, 2020 at 10:00 a.m.
A copy of the Procedures is available at
https://tinyurl.com/u6a38nu from PacerMonitor.com free of charge.
About Rovig Minerals
Rovig Minerals, Inc. -- http://www.rovigminerals.com/-- was
founded in 1980 in Billings, Mont., to pursue exploration and
development of mineral, oil and gas projects around the world.
On Sept. 25, 2019, creditors FDF Energy Services LLC, Tri-City
Services Inc., Oil Country Tubular Corp., DH Rock Bit Inc., Aldonsa
Inc. filed an involuntary Chapter 11 petition against the Debtor
(Bankr. W.D. La. Case No. 19-51133). The creditors are represented
by Michael A. Crawford, Esq., at Taylor, Porter, Brooks &
Phillips.
On Oct. 18, 2019, the Debtor and the Petitioning Creditors signed a
joint stipulation to convert the involuntary to a voluntary chapter
11 and for entry of a consent order for relief pursuant to 11
U.S.C. Sec. 303(h)(1).
The case is assigned to Judge John W. Kolwe.
The Debtor tapped H. Kent Aguillard, Esq., and Caleb Aguillard,
Esq., as its bankruptcy attorneys.
RYDER CONTRACTING: Caterpillar Objects to Disclosures & Plan
------------------------------------------------------------
Caterpillar Financial Services Corporation (CFSC) objects to the
final approval of the Disclosure Statement and to confirmation of
the Plan of Reorganization for Small Business Under Chapter 11
filed by Ddbtor Ryder Contracting, Inc.
In its objection, CFSC points out that:
* The Plan states that the Debtor's assets will be sold at
auction, but does not contain any details regarding the proposed
sale. To the extent that the Debtor does not intend to file a
separate sale motion pursuant to Section 363 of the Bankruptcy
Code, CFSC objects to the proposed sale of the Equipment as set
forth in the Plan.
* CFSC objects to confirmation of the Plan as the Debtor has not
filed a motion to sell substantially all of its assets pursuant to
section 363 of the Bankruptcy Code. Additionally, the Debtor has
not filed an application to employ an auctioneer.
* As of the date of filing this Objection, CFSC has not received
a ballot to vote to accept or reject the Plan.
* To the extent CFSC is impacted in any way by the contents of
any supplements or amendments to the Disclosure Statement or the
proposed Plan that may be filed after the objection deadline, CFSC
reserves its right to object thereto.
A full-text copy of Caterpillar Financial's objection to disclosure
and plan dated January 28, 2020, is available at
https://tinyurl.com/u9thzta from PacerMonitor at no charge.
Counsel for Caterpillar Financial:
Brandy M. Rapp (W. Va. Bar No. 10200)
WHITEFORD, TAYLOR & PRESTON, L.L.P.
10 S. Jefferson Street, Suite 1110
Roanoke, VA 24011
(540) 759-3577
(540) 759-3567 (facsimile)
brapp@wtplaw.com
Counsel for Debtor:
John F. Leaberry
Law Office of John Leaberry
167 Patrick Street
Lewisburg, WV 24901
leaberryjohn@gmail.com
About Ryder Contracting
Ryder Contracting, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 19-20087) on March 4,
2019. At the time of the filing, the Debtor had estimated assets of
less than $50,000 and liabilities of less than $50,000. The case
has been assigned to Judge Frank W. Volk. The Debtor tapped the Law
Office of John Leaberry as its bankruptcy counsel.
SAM'S CYPRESS: 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 cases of Sam's Cypress, LLC and Sam's Stonelake, LLC.
About Sam's Cypress and Sam's Stonelake
Sam's Cypress, LLC, and Sam's Stonelake, LLC, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 19-36607) on Nov. 27, 2019. At the time of the filing, Sam's
Cypress was estimated to have assets of less than $50,000 and
liabilities of between $50,001 and $100,000. Sam's Stonelake was
estimated to have assets of less than $50,000 and liabilities of
less than $50,000. Judge Jeffrey P. Norman oversees the cases.
The Debtors are represented by the Law Office of Nelson M. Jones
III.
SAN LUIS & RIO: Trustee Filed Accountant's Supplement Application
-----------------------------------------------------------------
William Brandt Jr., the Chapter 11 trustee for San Luis & Rio
Grande Railroad, Inc., has filed a supplemental application with
the U.S. Bankruptcy Court for the District of Colorado to hire
Development Specialists, Inc. as his accountant.
On January 10, 2020, the Trustee filed his Application to Approve
Employment of Development Specialists, Inc. as Accountant for
Chapter 11 Trustee. The deadline for any party-in-interest to
object to the Application was January 31, 2020.
Since filing the Application, the Trustee has had discussions with
the office for the U.S. Trustee and with counsel for Big Shoulders
Capital, LLC regarding revisions to the proposed order and the
inclusion of supplemental information for the Application. The
Trustee is filing the Supplement Application with a revised
proposed order to address these concerns.
According to the Trustee, Development Specialists is not registered
as a public accounting firm in Colorado. However, Colorado
specifically provides that foreign companies "may engage in the
practice of accountancy in this state without registering with the
board if the practice is incident to the entity's regular practice
outside the state." Thus, Development Specialists meets the
requirements of section 101(1) of the Bankruptcy Code and is
competent to provide such services to the Trustee.
William Brandt Jr., president and chief executive officer of
Development Specialists, assured the court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
Development Specialists can be reached at:
William A. Brandt, Jr.
Development Specialists, Inc.
110 East 42nd Street, Suite 1818
New York, NY 10017
Tel: (212) 425-4141
Fax: (212) 425-9141
About San Luis & Rio Grande Railroad
San Luis & Rio Grande Railroad, Inc., operates the San Luis & Rio
Grande Railroad.
On Oct. 16, 2019, an involuntary Chapter 11 petition was filed
against San Luis & Rio Grande Railroad by creditors, Ralco LLC,
South Middle Creek Road Association and The San Luis Central
Railroad Co. (Bankr. D. Colo. Case No. 19-18905).
The petitioning creditors are represented by Brownstein Hyatt
Farber Schrec and Graves Dougherty Hearon & Moody.
Judge Thomas B. McNamara oversees the case.
Williams A. Brandt Jr. was appointed as Chapter 11 trustee for San
Luis & Rio Grande Railroad. The Trustee is represented by Markus
Williams Young & Hunsicker LLC.
SANDY CREEK ENERGY: S&P Cuts Sr. Secured Term Loan Rating to 'CCC'
------------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Sandy Creek
Energy Associate LP's (SCEA) senior secured term loan to 'CCC' from
'B-'. The '3' recovery rating is unchanged, reflecting its
expectation of meaningful recovery (50%-70%; rounded estimate: 65%)
in the event of default.
SCEA owns 604 megawatts (MW) of the 945MW Sandy Creek coal plant in
Riesel, Texas. Of the 604 MW, 259 MW are under 30-year power
purchase agreements (PPAs) with creditworthy wholesale power
providers Brazos Electric Power Cooperative Inc. (Brazos; about 155
MW) and the Lower Colorado River Authority (LCRA; about 104 MW).
SCEA's near-term maturity in December 2020, the challenging
refinancing environment for coal-fired generators, and the large
amount of debt on the project underpin S&P's view of the project's
credit quality.
The negative outlook reflects S&P's view that the project is
vulnerable and depends on favorable business, financial, and
economic conditions to meet its financial commitments over the next
12 months. S&P views the issuer's capital structure as
unsustainable given the high amount of debt outstanding and current
market conditions, particularly related to the refinancing
environment for coal-fired generators. S&P expects the project will
have difficulty refinancing its existing debt at an acceptable
interest rate, such that it would be able to generate DSCRs above
1.0x over the life of the asset.
"A downgrade could occur in June 2020 if we believe a default over
the next six months is inevitable without an unforeseen positive
development," S&P said.
"We would consider revising the outlook to stable or an upgrade if
Sandy Creek successfully refinances it outstanding debt. We would
also need to have confidence that the project would generate
minimum DSCRs above 1.0x over the life of the asset," the rating
agency said.
SOS TOWING: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: SOS Towing, LLC
128 West Dixon Lane
Little Elm, TX 75068
Business Description: SOS Towing, LLC offers automotive towing
services.
Chapter 11 Petition Date: February 18, 2020
Court: United States Bankruptcy Court
Eastern District of Texas
Case No.: 20-40496
Debtor's Counsel: Joyce Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
12720 Hillcrest Road, Suite 625
Dallas, TX 75230
Tel: (972) 503-4033
E-mail: joyce@joycelindauer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anthony Trujillo, president.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/aleTlx
SOUTHLAND ROYALTY: Hires Epiq as Administrative Advisor
-------------------------------------------------------
Southland Royalty Company LLC seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Epiq
Restructuring, LLC, as administrative advisor to the Debtor.
Southland Royalty requires Epiq to:
a. assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports,
as required in support of confirmation of a chapter 11
plan, and in connection with such services, process
requests for documents from parties in interest, including,
if applicable, brokerage firms, bank back-offices, and
institutional holders;
b. prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
c. assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs
and gather data in conjunction therewith;
d. provide a confidential data room, if requested;
e. manage and coordinate any distributions pursuant to a
chapter 11 plan; and
f. provide such other processing, solicitation, balloting, and
other administrative services described in the Engagement
Agreement, but not covered by the Section 156(c) Order, as
may be requested from time to time by the Debtors, the
Court, or the Office of the Clerk of the Bankruptcy Court
(the "Clerk").
Epiq will be paid at these hourly rates:
Executives No Charge
Executive Vice President, Solicitation $215
Solicitation Consultant $190
Consultants/Directors/Vice Presidents $160-$190
Case Managers $70-$165
IT/Programming $65-$85
Clerical/Administrative Support $25-$45
Epiq will be paid a retainer in the amount of $50,000.
Epiq will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Kate Mailloux, partner of Epiq Corporate Restructuring, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Epiq can be reached at:
Kate Mailloux
EPIQ CORPORATE RESTRUCTURING, LLC
777 3rd Ave., 12th Floor
New York, NY 10017
Tel: (212) 225-9200
About Southland Royalty Company
Southland Royalty Company LLC -- http://www.southlandroyaltyco.com/
-- is a privately-held independent exploration and production
company engaged in the acquisition and development of hydrocarbons.
Headquartered in Fort Worth, the Company conducts its business
across four states, with the majority of operations in Wyoming and
New Mexico. The Company was formed principally to produce and
extract hydrocarbons in the Wamsutter field of the Green River
Basin and in the San Juan Basin.
The company sought Chapter 11 protection (Bankr. D. Del. Case No.
20-10158) on Jan. 27, 2020. In the petition signed by CRO Frank A.
Pometti, the Debtor was estimated to have $100 million to $500
million in assets and $500 million to $1 billion in liabilities.
Shearman & Sterling LLP is the Debtor's general bankruptcy counsel.
Young Conaway Stargatt & Taylor, LLP is Delaware counsel to the
Debtor, while AP Services, LLC, is the Debtor's interim management
services provider. PJT Partners Inc. acts as the Debtor's
investment banker. Epiq Corporate Restructuring, LLC, is the
Debtor's claims and noticing agent.
SOUTHLAND ROYALTY: Hires PJT Partners as Investment Banker
----------------------------------------------------------
Southland Royalty Company LLC seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to employ PJT
Partners LP as investment banker to the Debtor.
Southland Royalty requires PJT Partners to:
a. assist in the evaluation of the Debtors' business and
prospects;
b. assist in the development of the Debtors' long-term
business plan and related financial projections;
c. assist in the development of financial data and
presentations to the Debtors' Board of Directors, various
creditors, and other third parties;
d. analyze the Debtors' financial liquidity and evaluate
alternatives to improve such liquidity;
e. analyze various restructuring scenarios and the potential
impact of these scenarios on the recoveries of those
stakeholders impacted by the Restructuring;
f. provide strategic advice with regard to restructuring or
refinancing the Debtors' Obligations;
g. evaluate the Debtors' debt capacity and alternative capital
structures;
h. participate in negotiations among the Debtors and its
creditors, suppliers, lessors and other interested parties;
i. value securities offered by the Debtors in connection with
a Restructuring;
j. advise the Debtors and negotiate with lenders with respect
to potential waivers or amendments of various credit
facilities;
k. assist in arranging financing for the Debtors, as
requested;
l. provide expert witness testimony concerning any of the
subjects encompassed by the other investment banking
services;
m. if requested, assist the Debtors in preparing marketing
materials in conjunction with a possible Transaction;
n. if requested, assist the Debtors in identifying potential
buyers or parties in interest to a Transaction and assist
in the due diligence process;
o. if requested, assist and advise the Debtors concerning the
terms, conditions and impact of any proposed Transaction;
and
p. provide such other advisory services as are customarily
provided in connection with the analysis and negotiation of
a transaction similar to a potential Restructuring, capital
raise or Transaction, as requested and mutually agreed.
PJT Partners will be paid as follows:
a. Monthly Fee. The Debtor shall pay PJT Partners a monthly
advisory fee (the "Monthly Fee") of $175,000 per month.
50% of all Monthly Fees paid to PJT after $750,000 in
Monthly Fees have been paid shall be credited, only once
and without duplication, against any Capital Raising Fee,
Restructuring Fee, or Transaction Fee;
b. Capital Raising Fee. The Debtor shall pay PJT Partners a
capital raising fee (the "Capital Raising Fee") for any
financing arranged by PJT Partners, earned and payable upon
receipt of a binding commitment letter. The Capital Raising
Fee will be calculated as:
-- Senior Debt. 1% of the total issuance size for senior
debt financing;
-- Junior Debt. 2.5% of the total issuance size for junior
debt or preferred equity financing; and
-- Equity Financing. 4% of the issuance amount for equity
financing.
c. Restructuring Fee. In accordance with the terms of the
Engagement Letter, the Debtor shall pay PJT Partners an
additional restructuring fee (the "Restructuring Fee")
equal to $4,750,000, earned and payable upon consummation
of a Restructuring as per the Engagement Letter.
d. Transaction Fee. The Debtor shall pay PJT a transaction fee
(the "Transaction Fee") payable in cash at the closing of
such Transaction directly out of the gross proceeds of the
Transaction calculated as 2% of the first $200,000,000 of
Transaction Value, 1% of the next $100,000,000 of
Transaction Value, and 0.5% of the Transaction Value
above $300,000,000. Upon consummation of a Transaction in
which all or substantially all of the assets of the Debtor
are sold, PJT Partners, in its sole discretion, shall be
entitled to either a Transaction Fee in respect of such
Transaction or the Restructuring Fee, but not both.
PJT Partners will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael O'Hara, partner of PJT Partners LP, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
PJT Partners can be reached at:
Michael O'Hara
PJT PARTNERS LP
280 Park Avenue
New York, NY 10017
Tel: (212) 364-7170
About Southland Royalty Company
Southland Royalty Company LLC -- http://www.southlandroyaltyco.com/
-- is a privately-held independent exploration and production
company engaged in the acquisition and development of hydrocarbons.
Headquartered in Fort Worth, the Company conducts its business
across four states, with the majority of operations in Wyoming and
New Mexico. The Company was formed principally to produce and
extract hydrocarbons in the Wamsutter field of the Green River
Basin and in the San Juan Basin.
The company sought Chapter 11 protection (Bankr. D. Del. Case No.
20-10158) on Jan. 27, 2020. In the petition signed by CRO Frank A.
Pometti, the Debtor was estimated to have $100 million to $500
million in assets and $500 million to $1 billion in liabilities.
Shearman & Sterling LLP is the Debtor's general bankruptcy counsel.
Young Conaway Stargatt & Taylor, LLP is Delaware counsel to the
Debtor, while AP Services, LLC, is the Debtor's interim management
services provider. PJT Partners Inc. acts as the Debtor's
investment banker. Epiq Corporate Restructuring, LLC, is the
Debtor's claims and noticing agent.
SOUTHLAND ROYALTY: Hires Shearman & Sterling as Counsel
-------------------------------------------------------
Southland Royalty Company LLC seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Shearman &
Sterling LLP, as counsel to the Debtor.
Southland Royalty requires Shearman & Sterling to:
(a) provide legal advice with respect to the Debtor's rights
and duties as a debtor in possession;
(b) provide advice and consultation on the conduct of this
chapter 11 case, including, but not limited to, all of the
legal and administrative requirements of operating in
chapter 11;
(c) prepare on behalf of the Debtor of all necessary
applications, motions, complaints, objections, responses,
answers, orders, reports, and other legal papers;
(d) protect and preserve the Debtor's estate, including, but
not limited to, the prosecution of actions on the Debtor's
behalf, the defense of any action commenced against the
Debtor, and the representation of the Debtor in
negotiations concerning litigation in which the Debtor is
involved, including objections to claims filed against the
Debtor's estate;
(e) provide advice on obtaining debtor-in-possession financing
(and the use of cash collateral) and exit financing, and
the terms and conditions of such financing;
(f) render advice in connection with any potential sale of
assets;
(g) provide advice regarding the negotiation and pursuit of
confirmation of a chapter 11 plan and approval of the
corresponding solicitation procedures and disclosure
statement;
(h) attend at meetings and negotiations with representatives
of creditors, equity holders, prospective investors or
acquirers, and other parties-in-interest in connection
with the above matters;
(i) appear before the Court, any appellate courts, and the
Office of the United States Trustee for the District of
Delaware (the "U.S. Trustee") to advance and protect the
interests of the Debtor;
(j) provide general corporate, capital markets, mergers and
acquisitions, employment, tax, and litigation advice and
other general non-bankruptcy legal services to the Debtor,
as required; and
(k) perform all other legal services for the Debtor in
connection with the prosecution of this case, including:
(i) analyzing the Debtor's leases and contracts and the
assumption and assignment or rejection thereof; (ii)
analyzing the validity of liens against the Debtor; and
(iii) advising the Debtor on corporate and litigation
matters.
Shearman & Sterling will be paid at these hourly rates:
Partners $1,095 to $1,575
Counsels $1,050 to $1,235
Associates $575 to $1,045
Legal Assistants $275 to $395
In the three months prior to the commencement of the chapter 11
case, the Debtor paid $2,100,000 to Shearman & Sterling as advance
deposits on account of fees and expenses to be incurred.
Shearman & Sterling will also be reimbursed for reasonable
out-of-pocket expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
-- Shearman & Sterling has not agreed to a variation of its
standard or customary billing arrangements for this
engagement;
-- None of the Firm's professionals included in this
engagement have varied their rate based on the geographic
location of this chapter 11 case;
-- Shearman & Sterling was retained by the Debtor pursuant
to an engagement agreement dated November 27, 2019. The
billing rates and material terms of the prepetition
engagement are the same as the rates and terms described
in the Application; and
-- The Debtor will be approving a prospective budget and
staffing plan for Shearman & Sterling's engagement for
the postpetition period as appropriate. In accordance
with the U.S. Trustee Guidelines, the budget may be
amended as necessary to reflect changed or unanticipated
developments.
C. Luckey McDowell, partner of Shearman & Sterling LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Shearman & Sterling can be reached at:
C. Luckey McDowell, Esq.
Ian E. Roberts, Esq.
SHEARMAN & STERLING LLP
2828 N. Harwood Street, Suite 1800
Dallas, TX 75201
Tel: (214) 271-5777
E-mail: luckey.mcdowell@shearman.com
ian.roberts@shearman.com
About Southland Royalty Company
Southland Royalty Company LLC -- http://www.southlandroyaltyco.com/
-- is a privately-held independent exploration and production
company engaged in the acquisition and development of hydrocarbons.
Headquartered in Fort Worth, the Company conducts its business
across four states, with the majority of operations in Wyoming and
New Mexico. The Company was formed principally to produce and
extract hydrocarbons in the Wamsutter field of the Green River
Basin and in the San Juan Basin.
The company sought Chapter 11 protection (Bankr. D. Del. Case No.
20-10158) on Jan. 27, 2020. In the petition signed by CRO Frank A.
Pometti, the Debtor was estimated to have $100 million to $500
million in assets and $500 million to $1 billion in liabilities.
Shearman & Sterling LLP is the Debtor's general bankruptcy counsel.
Young Conaway Stargatt & Taylor, LLP is Delaware counsel to the
Debtor, while AP Services, LLC, is the Debtor's interim management
services provider. PJT Partners Inc. acts as the Debtor's
investment banker. Epiq Corporate Restructuring, LLC, is the
Debtor's claims and noticing agent.
SOUTHLAND ROYALTY: Hires Young Conaway as Co-Counsel
----------------------------------------------------
Southland Royalty Company LLC seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargatt & Taylor, LLP, as co-counsel to the Debtor.
Southland Royalty requires Young Conaway to:
a. provide legal advice with respect to the Debtors' powers
and duties as debtors in possession in the continued
operation of their business, management of their
properties, and the potential sale of their assets;
b. prepare and pursue confirmation of a plan and approval of a
disclosure statement;
c. prepare, on behalf of the Debtors, necessary applications,
motions, answers, orders, reports, and other legal papers;
d. appear in Court and protecting the interests of the Debtors
before the Court; and
e. perform all other legal services for the Debtors that may
be necessary and proper in the Chapter 11 Cases.
Young Conaway will be paid at these hourly rates:
M. Blake Cleary, Esq. $940
Sean M. Beach, Esq. $835
Elizabeth S. Justison, Esq. $550
Catherine C. Lyons, Esq $400
Beth Olivere, Paralegal $290
On January 17, 2020, Young Conaway received a retainer in the
amount of $200,000 in connection with the planning and preparation
of initial documents, the Firm's proposed postpetition
representation of the Debtor, and the Firm's payment for the filing
of the bankruptcy petition. After applying a portion of the
Retainer to its invoice for prepetition services and filing fees,
Young Conaway is currently holding $108,986.30. Young Conaway seeks
to hold the balance of the Retainer as security for postpetition
services and expenses.
Young Conaway will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
-- Young Conaway has not agreed to a variation of its
standard or customary billing arrangements for this
engagement;
-- None of the Firm's professionals included in this
engagement have varied their rate based on the geographic
location of this chapter 11 case;
-- Young Conaway was retained by the Debtor pursuant to an
engagement agreement dated January 10, 2020. The billing
rates and material terms of the prepetition engagement
are the same as the rates and terms described in the
Application; and
-- The Debtor has approved or will be approving a
prospective budget and staffing plan for Young Conaway's
engagement for the postpetition period as appropriate. In
accordance with the U.S. Trustee Guidelines, the budget
may be amended as necessary to reflect changed or
unanticipated developments.
M. Blake Cleary, partner of Young Conaway Stargatt & Taylor, LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Young Conaway can be reached at:
M. Blake Cleary, Esq.
Sean M. Beach, Esq.
Elizabeth S. Justison, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square, 1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: mbcleary@ycst.com
sbeach@ycst.com
ejustison@ycst.com
About Southland Royalty Co.
Southland Royalty Company LLC -- http://www.southlandroyaltyco.com/
-- is a privately-held independent exploration and production
company engaged in the acquisition and development of hydrocarbons.
Headquartered in Fort Worth, the Company conducts its business
across four states, with the majority of operations in Wyoming and
New Mexico. The Debtor was formed principally to produce and
extract hydrocarbons in the Wamsutter field of the Green River
Basin and in the San Juan Basin.
The company sought Chapter 11 protection (Bankr. D.Del. Case No.
20-10158) on Jan. 27, 2020.
In the petition signed by CRO Frank A. Pometti, the Debtor was
estimated to have $100 million to $500 million in assets and $500
million to $1 billion in liabilities.
Shearman & Sterling LLP is the Debtor's general bankruptcy
counsel.
Young Conaway Stargatt & Taylor, LLP is Delaware counsel to the
Debtor, while AP Services, LLC is the Debtor's interim management
services provider. PJT Partners Inc. acts as the Debtor's
investment banker and Epiq Corporate Restructuring, LLC is the
Debtor's claims and noticing agent.
SPRINT CORP: S&P Alters 'B' ICR CreditWatch Placement to Positive
-----------------------------------------------------------------
S&P Global Ratings revised its CreditWatch listing on its 'B'
issuer credit rating on Sprint Corp. to positive from developing
after a U.S. federal court ruled in favor of the company and
T-Mobile US Inc. that will allow them to merge.
The court ruled against a group of 14 states attorney general (AGs)
that had sued to block the deal. Both the Department of Justice
(DOJ) and Federal Communications Commission (FCC) had previously
approved the transaction. S&P now believes the deal is likely to
close on April 1, 2020, at the earliest.
S&P also revised its CreditWatch listing on Sprint's senior secured
debt ('BB-') and senior unsecured debt with subsidiary guarantees
('B+') to positive from negative although the rating agency expects
this debt will be repaid soon after the transaction closes.
"The CreditWatch revision reflects our view that Sprint's planned
merger with T-Mobile is now more likely to close following the
federal court ruling in favor of the companies. We believe the last
remaining hurdle is the California Public Utility Commission, which
has yet to approve the merger, although the timing of its decision
is still uncertain," S&P said.
"We plan to resolve the CreditWatch placement following the close
of the transaction, most likely on April 1, 2020. We believe an
upgrade could be as high as three notches, with the pro forma
entity likely to be rated 'BB'," the rating agency said.
STABLELIFT OF TEXAS: 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 Stablelift of Texas, Inc.
About Stablelift of Texas
Stablelift of Texas, Inc. --
http://www.stableliftfoundationrepair.com/-- is a provider of
concrete slab home foundation repair, stabilization and elevation
recovery services.
Stablelift of Texas sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Texas Case No. 20-10048) on Jan. 8,
2020. At the time of the filing, the Debtor had estimated assets
of between $100,001 and $500,000 and liabilities of between
$1,000,001 and $10 million. Judge Tony M. Davis oversees the case.
Frank B. Lyon, Esq., is the Debtor's legal counsel.
STANDARD RUBBER: Has OK to Use Cash Collateral Thru May 30
----------------------------------------------------------
Judge Melvin S. Hoffman authorized Standard Rubber Products, Inc.,
to use cash collateral through May 30, 2020. The Court directed
the Debtor to file a reconciliation of projected to actual income
and expenses on the 15th of each month.
A copy of the interim order is available for free at
https://is.gd/TDWpWD from PacerMonitor.com.
About Standard Rubber Products
Standard Rubber Products, Inc., manufactures rubberized goods,
rubberized fabrics and miscellaneous rubber specialties.
Standard Rubber Products sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 19-11911) on June 3,
2019. At the time of the filing, the Debtor disclosed $673,799 in
assets and $1,421,371 in liabilities. The case is assigned to
Judge Melvin S. Hoffman. Parker & Associates is the Debtor's legal
counsel.
STORMBREAK RANCH-FW: 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 Stormbreak Ranch-FW LP.
About Stormbreak Ranch-FW
Stormbreak Ranch-FW, LP is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)). It owns in fee simple a
property located in Waelder, Texas, valued at $4.4 million (based
on professional valuation).
Stormbreak Ranch-FW sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-10040) on Jan. 7,
2020. At the time of the filing, the Debtor disclosed $4,475,905
in assets and $4,508,267 in liabilities. Judge Christopher H. Mott
oversees the case. Ryan Lott, Esq., at The Lott Firm, is the
Debtor's legal counsel.
SUNESIS PHARMACEUTICALS: Atlas Master, et al. Report 0% Stake
-------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, these entities and individual reported beneficial
ownership of zero shares of common stock of Sunesis
Pharmaceuticals, Inc. as of Dec. 31, 2019:
* Atlas Master Fund, Ltd.
* Atlas Global, LLC
* Atlas Global Investments, Ltd.
* Atlas Institutional Fund, LLC
* Atlas Institutional Fund, Ltd.
* Atlas Global Japan Unit Trust
* Atlas Enhanced Master Fund, Ltd.
* Atlas Enhanced Fund, L.P.
* Atlas Enhanced Fund, Ltd.
* Balyasny Asset Management L.P.
* Dmitry Balyasny
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/4KhWgI
About Sunesis Pharmaceuticals
Headquartered in San Francisco, California, Sunesis --
http://www.sunesis.com-- is a biopharmaceutical company developing
novel targeted inhibitors for the treatment of hematologic and
solid cancers. Sunesis has built an experienced drug development
organization committed to improving the lives of people with
cancer. The Company is focused on advancing its novel kinase
inhibitor pipeline, with an emphasis on its oral non-covalent BTK
inhibitor vecabrutinib. Vecabrutinib is currently being evaluated
in a Phase 1b/2 study in adults with chronic lymphocytic leukemia
and other B-cell malignancies that have progressed after prior
therapies.
Sunesis incurred a net loss of $26.61 million in 2018 following a
net loss of $35.45 million in 2017. As of Sept. 30, 2019, the
Company had $41.61 million in total assets, $9.31 million in total
liabilities, and $32.29 million in total stockholders' equity.
Ernst & Young LLP, in San Jose, California, the Company's auditor
since 1998, issued a "going concern" qualification in its report
dated March 7, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered recurring losses from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
SUNESIS PHARMACEUTICALS: BVF Partners Reports 9.9% Stake
--------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, these entities and individual reported beneficial
ownership of shares of common stock of Sunesis Pharmaceuticals,
Inc., as of Dec. 31, 2019:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------ -------
Biotechnology Value Fund, L.P. 7,987,685 6.9%
BVF I GP LLC 7,987,685 6.9%
Biotechnology Value Fund II, L.P. 2,775,318 2.5%
BVF II GP LLC 2,775,318 2.5%
Biotechnology Value Trading Fund OS LP 657,555 Less Than 1%
BVF Partners OS Ltd. 657,555 Less Than 1%
BVF GP HOLDINGS LLC 10,763,003 9.2%
BVF Partners L.P. 11,653,925 9.98%
BVF Inc. 11,653,925 9.98%
Mark N. Lampert 11,653,925 9.98%
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/7Y8SYS
About Sunesis Pharmaceuticals
Headquartered in San Francisco, California, Sunesis --
http://www.sunesis.com/-- is a biopharmaceutical company
developing novel targeted inhibitors for the treatment of
hematologic and solid cancers. Sunesis has built an experienced
drug development organization committed to improving the lives of
people with cancer. The Company is focused on advancing its novel
kinase inhibitor pipeline, with an emphasis on its oral
non-covalent BTK inhibitor vecabrutinib. Vecabrutinib is currently
being evaluated in a Phase 1b/2 study in adults with chronic
lymphocytic leukemia and other B-cell malignancies that have
progressed after prior therapies.
Sunesis incurred a net loss of $26.61 million in 2018 following a
net loss of $35.45 million in 2017. As of Sept. 30, 2019, the
Company had $41.61 million in total assets, $9.31 million in total
liabilities, and $32.29 million in total stockholders' equity.
Ernst & Young LLP, in San Jose, California, the Company's auditor
since 1998, issued a "going concern" qualification in its report
dated March 7, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered recurring losses from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
SUNESIS PHARMACEUTICALS: Caxton, et al. Report 7% Equity Stake
--------------------------------------------------------------
Caxton Corporation, CDK Trading, LLC, Caxton Alternative,
Management LP, and Bruce S. Kovner disclosed in an amended Schedule
13G filed with the Securities and Exchange Commission that as of
Dec. 31, 2019, they beneficially own 8,134,926 shares of common
stock of Sunesis Pharmaceuticals, which represents 7.3 percent of
the shares outstanding. A full-text copy of the regulatory filing
is available for free at:
https://is.gd/mEe2Sn
About Sunesis Pharmaceuticals
Headquartered in San Francisco, California, Sunesis --
http://www.sunesis.com/-- is a biopharmaceutical company
developing novel targeted inhibitors for the treatment of
hematologic and solid cancers. Sunesis has built an experienced
drug development organization committed to improving the lives of
people with cancer. The Company is focused on advancing its novel
kinase inhibitor pipeline, with an emphasis on its oral
non-covalent BTK inhibitor vecabrutinib. Vecabrutinib is currently
being evaluated in a Phase 1b/2 study in adults with chronic
lymphocytic leukemia and other B-cell malignancies that have
progressed after prior therapies.
Sunesis incurred a net loss of $26.61 million in 2018 following a
net loss of $35.45 million in 2017. As of Sept. 30, 2019, the
Company had $41.61 million in total assets, $9.31 million in total
liabilities, and $32.29 million in total stockholders' equity.
Ernst & Young LLP, in San Jose, California, the Company's auditor
since 1998, issued a "going concern" qualification in its report
dated March 7, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered recurring losses from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
SUNESIS PHARMACEUTICALS: Nantahala Has 7.9% Stake as of Dec. 31
---------------------------------------------------------------
Nantahala Capital Management, LLC, Wilmot B. Harkey, and
Daniel Mack disclosed in an amended Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2019, they
beneficially own 8,765,600 shares of common stock of Sunesis
Pharmaceuticals, Inc., which represents 7.9 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at:
https://is.gd/AP3rzy
About Sunesis Pharmaceuticals
Headquartered in San Francisco, California, Sunesis --
http://www.sunesis.com-- is a biopharmaceutical company developing
novel targeted inhibitors for the treatment of hematologic and
solid cancers. Sunesis has built an experienced drug development
organization committed to improving the lives of people with
cancer. The Company is focused on advancing its novel kinase
inhibitor pipeline, with an emphasis on its oral non-covalent BTK
inhibitor vecabrutinib. Vecabrutinib is currently being evaluated
in a Phase 1b/2 study in adults with chronic lymphocytic leukemia
and other B-cell malignancies that have progressed after prior
therapies.
Sunesis incurred a net loss of $26.61 million in 2018 following a
net loss of $35.45 million in 2017. As of Sept. 30, 2019, the
Company had $41.61 million in total assets, $9.31 million in total
liabilities, and $32.29 million in total stockholders' equity.
Ernst & Young LLP, in San Jose, California, the Company's auditor
since 1998, issued a "going concern" qualification in its report
dated March 7, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered recurring losses from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
SUNESIS PHARMACEUTICALS: RTW Investments, et al. Own 0% Stake
-------------------------------------------------------------
RTW Investments, LP, RTW Master Fund, Ltd., and Roderick Wong
disclosed in an amended Schedule 13G filed with the Securities and
Exchange Commission that as of Dec. 31, 2019, they beneficially own
zero shares of common stock of Sunesis Pharmaceuticals, Inc. A
full-text copy of the regulatory filing is available for free at:
https://is.gd/HNDKG9
About Sunesis Pharmaceuticals
Headquartered in San Francisco, California, Sunesis --
http://www.sunesis.com-- is a biopharmaceutical company developing
novel targeted inhibitors for the treatment of hematologic and
solid cancers. Sunesis has built an experienced drug development
organization committed to improving the lives of people with
cancer. The Company is focused on advancing its novel kinase
inhibitor pipeline, with an emphasis on its oral non-covalent BTK
inhibitor vecabrutinib. Vecabrutinib is currently being evaluated
in a Phase 1b/2 study in adults with chronic lymphocytic leukemia
and other B-cell malignancies that have progressed after prior
therapies.
Sunesis incurred a net loss of $26.61 million in 2018 following a
net loss of $35.45 million in 2017. As of Sept. 30, 2019, the
Company had $41.61 million in total assets, $9.31 million in total
liabilities, and $32.29 million in total stockholders' equity.
Ernst & Young LLP, in San Jose, California, the Company's auditor
since 1998, issued a "going concern" qualification in its report
dated March 7, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has suffered recurring losses from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
SUNSHINE INVESTMENTS: Hires Douglas J. Burns as Counsel
-------------------------------------------------------
Sunshine Investments Limited Liability Company has filed an amended
application with the U.S. Bankruptcy Court for the Middle District
of Florida to employ Douglas J. Burns, P.A. as legal counsel.
The firm will substitute for Joel Treuhaft, Esq., the attorney
handling the Debtor's Chapter 11 case.
Douglas J. Burns will render the following services:
a. give the Debtor legal advice with respect to its powers and
duties as Debtor and as Debtor-in-Possession in the
continued operation of its business and management of its
property;
b. prepare necessary applications, answers, orders, reports,
complaints, and other legal papers and appear at hearings;
and
c. perform all other legal services for the Debtor as Debtor-
in-Possession which may be necessary in the bankruptcy
proceedings.
Douglas J. Burns will be paid based upon its normal and usual
hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.
Douglas J. Burns, a partner at Douglas J Burns PA, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
The firm can be reached through:
Douglas J. Burns, Esq.
DOUGLAS J BURNS PA
2559 Nursery Rd Ste A
Clearwater, FL 33764-1782
Office: 727-725-2553
Fax: 727-725-9584
E-mail: dburnspa@tampabay.rr.com
About Sunshine Investments
Based in Tampa, Florida, Sunshine Investments Limited Liability
Company filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 12-03061) on Feb 29,
2012, listing under $1 million in both assets and liabilities.
Judge Catherine Peek McEwen oversees the case. Joel S. Treuhaft,
Esq., was originally the Debtor's legal counsel, but was later
substituted by Douglas J Burns PA.
On Feb. 27, 2013, the court confirmed the Debtor's Chapter 11 plan
of reorganization.
SUZANNE FERRY: $1.5M St. Pete Beach Property Sale Approved
----------------------------------------------------------
Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Suzanne Ferry's proposed sale of the
real property located at 550 Corey Avenue North, St. Pete Beach,
Florida, Parcel ID #36-31-15-77994-056-0030, to Adam Kestenbaum
and/or Assigns for $1.5 million.
A hearing on the Motion was held on Jan. 28, 2020.
The sale is free and clear of liens, claims, interests,
encumbrances, and security interest of any nature of kind,
including the lien of Bayview Loan Servicing, which will attach to
the proceeds of the sale. The liens of any secured creditors will
also attach to the proceeds from the sale.
The Debtor is authorized to pay all brokers fees, liens, and all
ordinary and necessary closing expenses normally attributed to a
seller of real estate at closing.
The net proceeds, after payment of closing costs, will be held in
trust by the Debtor's counsel until the Court determines the
distribution to Bayview.
The 14-day stay required under Bankruptcy Rule 6004(h) will be
waived.
The Debtor must provide a copy of the closing statement on the sale
of the property to the office of the United States Trustee within
10 days of the closing date.
Suzanne Ferry sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 11-01854) on Feb. 1, 2011. On June 29, 2012, the Court
confirmed the Debtor's Fourth Amended Plan of Reorganization.
TALK VENTURE: Hires JMLIU CPA Accountancy as Accountant
-------------------------------------------------------
Talk Venture Group, Inc., seeks authority from the U.S. Bankruptcy
Court for the Central District of California to employ JMLIU CPA
Accountancy Corp., as accountant to the Debtor.
Talk Venture requires JMLIU CPA Accountancy to prepare the Debtor's
monthly operating reports, financial reports, Form 26, income and
expense reports and financial statements.
JMLIU CPA Accountancy will be paid at an hourly rate of $250 for
preparing the Debtor's monthly operating reports, financial
reports, Form 26, income and expense reports and financial
statements. The Firm will also be paid $40 monthly subscription fee
for the online Quickbooks to keep track of the Debtor's financials
transactions.
On December 27, 2019, the Debtor paid JMLIU CPA Accountancy the
amount of $1,000 of the $5,000 retainer. The remaining $4,000 is
due from the Debtor upon approval of the Application.
JMLIU CPA Accountancy will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jennifer M. Lui, a partner at JMLIU CPA Accountancy Corp., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
JMLIU CPA Accountancy can be reached at:
Jennifer M. Lui
JMLIU CPA Accountancy Corp.
9454 Wilshire Blvd., Suite 628
Beverly Hills, CA 90212
Tel: (310) 801-2479
Fax: (310) 861-0928
E-mail: jmliucpa@gmail.com
About Talk Venture Group
Talk Venture Group, Inc., sells a variety of products, including
baby safety products, auto towing straps, security surveillance
cameras, and bicycling apparel and shoes.
Talk Venture Group filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 19-14893) on Dec. 19, 2019. In the
petition signed by Paul Se Won Kim, president, the Debtor was
estimated to have under $500,000 in assets and under $10 million in
liabilities. The Hon. Theodor Albert oversees the case. The
Debtor is represented by Michael Jay Berger, Esq., at Law Offices
of Michael Jay Berger.
TALLER DE FOTOPERIODISMO: PR Recovery Says Plan Unfeasible
----------------------------------------------------------
PR Recovery and Development JV, LLC, a secured creditor of debtor
Taller de Fotoperiodismo, Inc., objects to the Debtor's disclosure
statement.
In its objection, PR Recovery notes that:
* Pursuant to the Disclosure Statement, the Plan will be
implemented with the continued operation of Debtor's business
endeavors and the obtaining of additional licenses and
accreditations to offer educational services in Puerto Rico, which
will allegedly result on an expansion of the services already
offered in the communities and on the Debtor's premises, through
the funds received by governmental agencies. It is uncertain if
and when these events will take place. Such a Plan lacks adequate
means of implementation, is not feasible and is un-confirmable.
* PR Recovery, the Debtor's largest, over-secured creditor, would
not be paid in full pursuant to the terms of the proposed Plan. As
an oversecured creditor, PR Recovery is entitled to the full value
of its claim (Claim No. 32) as of the petition date, plus
postpetition interest on such claim, and any reasonable fees,
costs, or charges provided for under the relevant agreements
between the parties, up to the value of the collateral, including
the Real Property and the Personal Property.
* The Plan discriminates unfairly against PR Recovery, is not
fair and equitable and hence not subject to cram-down. The
proposed Plan appears not to retain all of PR Recovery's liens and
establishes payment terms to PR Recovery subject to a speculative
appraisal value of the Real Property -- without considering any
liens on Personal Property -- that pretends to cut the stated value
of the Real Property in half for confirmation purposes.
A full-text copy of PR Recovery's objection dated Jan. 28, 2020, is
available at https://tinyurl.com/vbqbk83 from PacerMonitor at no
charge.
PR Recovery is represented by:
ANTONETTI MONTALVO & RAMIREZ COLL
JOSE L. RAMIREZ-COLL
P.O. Box 13128
San Juan, PR 00908
Tel: (787) 977-0303
Fax: (787) 977-0323
E-mail: jramirez@amrclaw.com
About Taller De Fotoperiodismo
Taller de Fotoperiodismo, Inc., is a local non-profit corporation
created under the laws of the Commonwealth of Puerto Rico. The
foundation offers photojournalism workshop to children, youth and
adults. It is directed by its president, Mr. Pedro Borges.
Prior to the filing of the voluntary petition, a judicial creditor
performed a series of garnishment of Debtor's bank accounts
pursuant to a State Court order. The financial decline was
triggered by a significant reduction in income and complications
with the transition of leadership caused by the decease of the
former president. The totality of this circumstances resulted in
the Debtor's insolvency.
Taller De Fotoperiodismo Inc. sought chapter 11 protection (Bankr.
D.P.R. Case No. 19-00091) on Jan. 10, 2019. The Debtor was
estimated to have $1 million to $10 million in assets and
liabilities. The Hon. Enrique S. Lamoutte Inclan is the case
judge. Javier Vilarino of VILARINO & ASSOCIATES LLC is the
Debtor's counsel.
THE KRYSTAL COMPANY: Court Grants Interim OK on Cash Collateral Use
-------------------------------------------------------------------
Judge Wendy L. Hagenau authorized the Debtors to use cash
collateral until the conclusion of the second interim hearing on
the motion to the extent required to pay the expenses necessary to
avoid immediate and irreparable harm to the estate.
A copy of the interim order dated Jan. 22, 2020 is available at
https://is.gd/9pP1m4 from PacerMonitor.com at no charge.
Judge Paul W. Bonapfel entered a second interim order authorizing
the Debtors to use cash collateral pursuant to the budget until the
conclusion of the final hearing on the motion.
The Court ruled that Wells Fargo Bank, National Association, as
agent and the other pre-petition secured parties are granted
replacement liens and adequate protection claim as adequate
protection for the pre-petition secured parties' respective
interests in the pre-petition collateral. The Debtors owe the
agent and the pre-petition secured parties not less than
$49,551,522 as of the Petition Date under a certain credit
agreement.
A copy of the second interim order is available for free at
https://is.gd/M8IV51 from PacerMonitor.com.
About Krystal Company
Founded in Chattanooga, Tennessee, in 1932, The Krystal Company --
http://www.krystal.com/-- is a quick-service restaurant chain with
locations in the Southeastern United States. It is known for its
small, square hamburgers, served fresh and hot off the grill on the
iconic squarebun at approximately 320 restaurants in nine states.
Krystal's Atlanta-based Restaurant Support Center serves a team of
7,500 employees.
The Krystal Company, and affiliates Krystal Holdings, Inc. and
K-Square Acquisition Co., LLC, sought Chapter 11 protection (Banks.
N.D. Georg. Case No. No. 20-61065-pwb) on Jan. 19, 2020.
The Debtors tapped King & Spalding LLP as counsel; Scroggins &
Williamson, P.C. as conflicts counsel; Alvarez & Marsal as Interim
Management Provider; and Piper Jaffray as Lead Investment Banker.
Kurtzman Carson Consultants LLC is the claims agent.
TRI-STATE PAIN: U.S. Trustee Forms 5-Member Committee
-----------------------------------------------------
The U.S. Trustee for Regions 3 and 9 on Feb. 14, 2020, appointed
five creditors to serve on the official committee of unsecured
creditors in the Chapter 11 case of Tri-State Pain Institute, LLC.
The committee members are:
(1) Frederick J. Marchinetti, II
11538 Route 19
Waterford, PA 16441
Contact: L.C. TeWinkle, Esq.
Phone: (814) 454-1100
(2) Kelly S. Buck
3101 Broadlawn Drive
Erie, PA 16506-1801
Contact: L.C. TeWinkle, Esq.
Phone: (814) 454-1100
(3) Darin Williamson
22370 Britton road
Spartansburg, PA 16434
Contact: Philip Chapman, Esq.
Phone: (412) 672-5444
(4) Kathy Kinross
120 W. 10th Street
Erie, PA 16511
Contact: David Hunter, Esq.
Phone: (814) 452-4473
(5) Harold Hewitt
5935 Shady Hollow Drive
Erie, PA 16506
Contact: Paul Susko, Esq.
Phone: (814) 450-9190
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 Tri-State Pain Institute
Tri-State Pain Institute, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-10049) on Jan.
23, 2020. At the time of the filing, the Debtor had estimated
assets of between $500,001 and $1 million and liabilities of
between $1,000,001 and $10 million. Marsh, Spaeder, Baur, Spaeder
and Schaaf, LLP, is the Debtor's legal counsel.
VIDANGEL INC: May Use an Additional $75,000 of Cash Reserves
------------------------------------------------------------
Judge Kevin R. Anderson authorized George Hofmann, Chapter 11
Trustee of VidAngel, Inc., to use up to an additional $75,000 of
the Debtor's cash reserves as security and collateral for Zions
Bank against future charges on the Debtor's credit cards such that
the cash collateral may be increased up to a total of $150,000.
A copy of the supplemental order is available for free at
https://is.gd/287QMw from PacerMonitor.com.
About VidAngel Inc.
Based in Provo, Utah, VidAngel, Inc. is an entertainment platform
empowering users to filter language, nudity, violence, and other
content from movies and TV shows on modern streaming devices such
as iOS, Android, and Roku. The company's newly launched service
empowers users to filter via their Netflix, Amazon Prime, and HBO
on Amazon Prime accounts, as well as enjoy original content
produced by VidAngel Studios. Its signature original series, Dry
Bar Comedy, now features the world's largest collection of clean
standup comedy, earning rave reviews from fans nationwide.
VidAngel filed a Chapter 11 petition (Bankr. D. Utah Case No.
17-29073) on Oct. 18, 2017. In the petition signed by CEO Neal
Harmon, the Debtor estimated $1 million to $10 million in both
assets and liabilities.
Judge Kevin R. Anderson oversees the case.
The Debtor tapped J. Thomas Beckett, Esq., at Parsons Behle &
Latimer, as bankruptcy counsel; Durham Jones & Pinegar, Baker
Marquart LLP, and Stris & Maher LLP as special counsel; and Tanner
LLC as auditor and advisor. The Debtor also hired economic
consulting expert Analysis Group, Inc.
VIRTUAL CITADEL: In Chapter 11 to Sell Bitcoin Mining Operations
----------------------------------------------------------------
Virtual Citadel, Inc., a company engaged in the business of data
storage and bitcoin mining, has sought Chapter 11 protection.
Virtual Citadel and its debtor-affiliates own and operate numerous
computers that mine bitcoin 24 hours a day, seven days a week.
The Debtors' bitcoin mining operation is located in College Park,
Georgia, at 2380 Godby Road, Atlanta, GA 30349. In addition, the
Debtors own a data storage facility in West Midtown located at 1120
Curran Street, NW, Atlanta, Georgia 30318. The Debtors own both
properties.
The Debtors were founded by Michael L. Oken. Mr. Oken had complete
control over the business and operations of the Debtors. On October
30, 2019, Mr. Oken died suddenly and unexpectedly.
Following Mr. Oken's untimely death, and with no one in control of
the Debtors or capable of operating them, on Nov. 18, 2019,
creditors Bay Point and Joshua McDonald, a former employee and
current board member of the Debtors, filed a Verified Complaint and
Emergency Petition for the Appointment of Receiver with the
Superior Court of Fulton County, Georgia against debtors VC Mining
Enterprises, Inc., Virtual Citadel, Inc., Godby-DC4, LLC, and
Hemphill Avenue LLC, commencing Civil Action No. 2019-cv-329512.
On Nov. 18, 2019, Marshall Glade was appointed Receiver for the
Debtors and took charge of their operations and affairs. On Jan.
31, 2020, Mr. Glade was appointed by the Executor of Mr. Oken's
estate as CRO of all of the Debtors.
"Given the Debtors' inability to continue as a going concern for
any significant period of time, I believe that an expeditious sale
of substantially all of the Debtors assets under Section 363 of the
Bankruptcy Code is in the best interests of the Debtors, their
Estates, and their creditors. The Debtors have located a buyer,
Block Data Processing Corporation, a Delaware corporation (the
"Stalking Horse"), that is willing to purchase the Debtors' bitcoin
mining operations and related real estate. As of the Petition
Date, the Debtors are in the process of finalizing an Asset
Purchase Agreement with the Stalking Horse (the "Stalking Horse
APA") pursuant to which, subject to a competitive marketing
process, higher bids, and Court approval, the Debtors will sell
their bitcoin mining operations and related real estate. The
Stalking Horse is an arms' length, third party whose principals are
located in Brazil and who is a customer of the Debtors. The
Debtors have also, subject to Court approval, retained Highgate
Partners as broker to market for sale the Curran Street Property
and to seek to obtain competing bids for the Debtors' operations at
Godby Road," Mr. Glade said in court filings.
About Virtual Citadel
Virtual Citadel, Inc. -- https://vcitadel.com -- is a comprehensive
turnkey enterprise hosting provider in Atlanta, Georgia. vCitadel
owns and operates tier 1 and tier 2 data centers throughout the
metro Atlanta area. Founded in 1990, vCitadel provides custom
hosting solutions for cloud, data, and co-location applications.
Virtual Citadel, Inc., and four affiliates sought Chapter 11
protection (Bankr. N.D. Ga. Case No. 20-62725) on Feb. 14, 2020.
The Debtors tapped POLSINELLI PC as counsel; BAKER DONELSON
BEARMAN, CALDWELL & BERKOWITZ, PC as conflicts counsel; and GLASS
RATNER as financial advisor.
VOIP-PAL.COM INC: Reports $974K Net Loss for Quarter Ended Dec. 31
------------------------------------------------------------------
VOIP-PAL.com Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss and
comprehensive loss of $974,427 for the three months ended Dec. 31,
2019, compared to a net loss and comprehensive loss of $5.87
million for the three months ended Dec. 31, 2018.
As of Dec. 31, 2019, the Company had $1.44 million in total assets,
$350,272 in total liabilities, and $1.08 million in stockholders'
equity.
As of Dec. 31, 2019, the Company had an accumulated deficit of
$52,696,123 as compared to an accumulated deficit of $48,519,767 at
Dec. 31, 2018. As of Dec. 31, 2019, the Company had a working
capital surplus of $331,045 as compared to a working capital
surplus of $3,267,499 at December 31, 2018. The decrease in the
Company's working capital of $2,936,454 is due to increased
operating expenses and no equity raised during the year, and a
payment of $533,765 to settle a non-patent lawsuit paid during the
three month period ended Dec. 31, 2019.
Net cash used by operations for the three months ending Dec. 31,
2019 and 2018 was $570,465 and $481,644, respectively. The
increase in net cash used for operations for the three months
ending Dec. 31, 2019 as compared to the three months ending
Dec. 31, 2018 was primarily due to the payment to settle a
non-patent lawsuit.
Net cash used in investing activities for the three months ending
Dec. 31, 2019 and 2018 was $Nil and $11,917, respectively. Net
cash provided in financing activities for the three months ending
Dec. 31, 2019 and 2018 was $Nil and $342,240, respectively. The
decrease in net cash provided by financing activities of $342,240
was due to no equity raises and therefore no cash proceeds from
private placements and exercise of warrants during the three months
ending Dec. 31, 2019.
The Company primarily finances its operations from cash received
through the private placements of its common stock and the exercise
of warrants from investors and through the payment of stock-based
compensation. The Company believes its resources are adequate to
fund its operations for the next twelve months.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/6xRnKO
About VOIP-PAL.com
Since March 2004, VOIP-PAL.com has developed technology and patents
related to Voice-over-Internet Protocol (VoIP) processes.
The Company reported a net loss and comprehensive loss of $9.07
million for the year ended Sept. 30, 2019, compared to a net loss
and comprehensive loss of $8.40 million for the year ended Sept.
30, 2018.
Davidson & Company LLP, in Vancouver, Canada, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated Jan. 10, 2020, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
WASTE PRO USA: S&P Affirms 'B+' ICR; Outlook Negative
-----------------------------------------------------
S&P Global Ratings affirmed all of its ratings on solid waste
services company Waste Pro USA Inc., including its 'B+' issuer
credit rating, given the recent amendment and its expectation that
the company will moderately reduce its leverage over the next 12
months.
"The affirmation reflects our belief that the recent amendment
provides Waste Pro with some cushion under the leverage ratio
covenant on its ABL facility over the next 12 months. Under the
agreement, the leverage ratio covenant on the ABL facility will
rise to 6.75x through Feb. 15, 2021. In our forecast, we anticipate
that the company will moderately reduce its leverage over the next
year such that its debt to EBITDA improves but remains in the low
6x area. However, we believe there is some risk that Waste Pro may
continue to face operating pressure. Under this scenario, the
company would once again face a thin cushion under its total
leverage covenant, which would likely lead us to lower our rating,"
S&P said.
Waste Pro underperformed S&P's expectations for 2019. Specifically,
the company experienced headwinds due to increased labor costs as
well as some contract losses because of a more-competitive bidding
environment. As of Dec. 31, 2019, Waste Pro's S&P-adjusted leverage
was in the low-6x area and its funds from operations (FFO)-to-debt
ratio was a little over 10%. S&P expects the company's credit
metrics to remain approximately at these levels given the rating
agency's belief that the company's profitability will remain flat
amid its challenging operating environment. However, S&P expects
Waste Pro's liquidity to be sufficient to fund its operations and
anticipates that the company will have adequate availability under
its $225 million ABL facility.
The negative outlook reflects that S&P could lower its ratings on
Waste Pro over the next year if the company does not improve its
debt leverage such that the cushion under its covenants declines.
"We could lower our ratings on Waste Pro over the next 12 months if
we expect its debt to EBITDA to remain elevated above 6x with
limited prospects for improvement. We could also lower our ratings
on the company if it fails to improve the EBITDA headroom under
either of its ABL facility's leverage ratio covenants and it
appears likely that its covenant cushion will remain below 15%.
This could occur if the company continues to struggle to improve
its operations, particularly its EBITDA margins, in the face of
increased competitive pressures," S&P said.
"We could revise our outlook on Waste Pro to stable if it is able
to improve its debt to EBITDA below 6x and we are confident that
its business operations and financial policy decisions,
specifically regarding debt-financed acquisitions, would support
this improved level of leverage over the long term. We would also
need to believe that it would have covenant headroom of 15% or
more, particularly in light of future step-downs," the rating
agency said.
WEEKS HOLDINGS: Seeks to Hire Eric Slocum as Counsel
----------------------------------------------------
Weeks Holdings, LLC, seeks authority from the U.S. Bankruptcy Court
for the District of Arizona to employ Eric Slocum Sparks, P.C., as
counsel to the Debtor.
Weeks Holdings requires Eric Slocum to:
a) give the Debtor legal advice and assistance as to its
powers and duties as debtor-in-possession in the continued
operation of its affairs;
b) provide legal advice and assistance to the Debtor as is
necessary to preserve and protect assets, to arrange for a
continuation of the working capital and other financing, to
prepare all necessary applications, answers, orders,
reports and other legal documents, including the drafting
of a plan of reorganization and disclosure statement and
other related pleadings and documents; and
c) provide other legal services as may be necessary during the
course of the bankruptcy proceedings.
Eric Slocum will be paid at these hourly rates:
Eric Slocum Sparks $375
Associates $275
Law Clerk $150 to $200
Paralegal/Legal Asst. $100 to $150
Eric Slocum will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Eric Slocum Sparks, partner of Eric Slocum Sparks, P.C., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Eric Slocum can be reached at:
Eric Slocum Sparks, Esq.
LAW OFFICES OF ERIC SLOCUM SPARKS, P.C.
3505 North Campbell Avenue #504
Tucson, AZ 85719
Telephone: (520) 623-8330
Facsimile: (520) 623-9157
E-mail: law@ericslocumsparkspc.com
About Weeks Holdings
Weeks Holdings, LLC, based in Tucson, AZ, filed a Chapter 11
petition (Bankr. D. Ariz. Case No. 20-00766) on Jan. 22, 2020. In
the petition signed by Sherre Weeks, manager, the Debtor was
estimated to have up to $50,000 in assets and $1 million to $10
million in liabilities. The Hon. Scott H. Gan presides over the
case. Eric Slocum Sparks, Esq., of Eric Slocum Sparks, P.C., serves
as bankruptcy counsel.
ZENERGY BRANDS: May Obtain Up to $5M of DIP Funds on Final Basis
----------------------------------------------------------------
Judge Brenda T. Rhoades authorized Zenergy Brands, Inc., and debtor
affiliates to obtain up to $5,000,000 in principal amount of
secured super priority post-petition loans, advances, and other
financial accommodations under a Senior Secured Revolving Credit
Facility Agreement from TCA Special Situations Credit Strategies
ICAV, on a final basis.
The Court ruled, among others, that:
(a) the Debtor may request extensions of credit under the DIP
facility up to an aggregate principal amount of $5,000,000 at any
one time outstanding in accordance with the agreement until the
revolving loan maturity date.
(b) the lender must advance a minimum of $2,100,000
post-petition to the Debtor.
(c) the DIP liens will be held by the lender on a super-priority
senior secured priming basis subject and subordinate to payment of
the DIP carve-out and the excluded actions.
(d) the lender is granted, pursuant to Section 364(c)(1) of the
Bankruptcy Code, an allowed super priority administrative expense
claim in the case and any successor case for all DIP obligations,
subject to the DIP carve-out and the excluded actions.
Judge Rhoades also authorized the Debtor to use cash collateral
until the revolving loan maturity date. During the remedies notice
period, however, the Debtor may use cash collateral solely to meet
payroll (other than severance) and to pay expenses critical to the
preservation of the Debtor and its estate as reasonably agreed by
the lender, pursuant to the budget.
As of the Petition Date, the Debtor owes not less than
$2,622,468.41 in the aggregate principal amount under the
pre-petition senior debenture documents among the Debtor, the
guarantors, Alex Rodriguez and TCA Global Credit Master Fund, L.P.
The Court further ruled that:
(e) the pre-petition senior liens held by the pre-petition
senior creditor will be primed by the lender's DIP liens pursuant
to Section 364(d) of the Bankruptcy Code.
(f) the pre-petition senior creditor will receive adequate
protection in the form of the pre-petition senior creditor adequate
protection payment and adequate protection liens.
(g) the pre-petition senior creditor is granted an allowed
administrative claim against the Debtor's estate under Sections 503
and 507(b) of the Bankruptcy Code, subject and subordinate to the
DIP carve-out and excluded actions, as further adequate protection
of the interests of the pre-petition senior creditor with respect
to the pre-petition senior obligations.
DIP carve-out is the sum of:
(i) all fees required to be paid to the Clerk of the Bankruptcy
Court and to the Office of the United States Trustee under Section
1930(a) of title 28 of the United States Code and Section 3717 of
title 31 of the United States Code;
(ii) the aggregate amount of all fees and expenses of the
claims/noticing agent incurred or accrued;
(iii) the aggregate amount of accrued or incurred and unpaid fees
and expenses of the Debtor's professionals retained by final order
of the Court to the extent allowed and payable pursuant to a Court
order; and
(iv) to the extent allowed by the Bankruptcy Court, accrued and
unpaid fees and expenses incurred by professionals or professional
firms retained by the Statutory Committee, in an amount of $80,000.
A copy of the final DIP order is available for free at
https://is.gd/mTn2fL from PacerMonitor.com free of charge.
About Zenergy Brands
Zenergy Brands, Inc. -- https://whatiszenergy.com/ -- is a
next-generation energy and technology company engaged in selling
energy-conservation products and services to commercial, industrial
and municipal customers. It is a business-to-business company
whose platform is a combined offering of energy services and smart
controls. Zenergy Brands is a public company, fully reporting to
the Securities and Exchange Commission and currently trading on the
OTCQB.
Zenergy Brands and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 19-42886)
on Oct. 24, 2019. As of June 30, 2019, Zenergy Brands had total
assets of $1,944,089 and liabilities of $8,369,818.
The cases have been assigned to Judge Brenda T. Rhoades.
The Debtors tapped Foley & Lardner LLP as their legal counsel, and
Stretto as their claims, noticing and solicitation agent.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors in the Debtors' cases on
Nov. 4, 2019. The committee is represented by Kane Russell Coleman
Logan PC.
ZEST ACQUISITION: S&P Alters Outlook to Stable, Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings affirmed the 'B' issuer credit rating on Zest
Acquisition Corp. and revised the outlook to stable from negative.
S&P also affirmed the 'B' issue-level rating on its first-lien debt
at 'B' and 'CCC+' rating on its second-lien debt. The respective
recovery ratings remain '3' and '6'.
S&P's outlook revision reflects its view that the risk from the
recent patent expiration of Zest's main product, LOCATOR, will be
less pronounced than anticipated. Moreover, most of the recent
customer-related challenges are resolved. Through the first nine
months of 2019, Zest operating performance was good, in line with
S&P's previous base-case projection: mid-single-digit percent
revenue growth, high EBITDA margins above 50%, last-12-months
leverage as of Sept. 30, 2019, at 7.4x, and free operating cash
flow (FOCF) of $22 million. S&P revised its 2020 revenue and EBITDA
projections, resulting in expected leverage at 7x and stable annual
cash flow generation in excess of $15 million. Revenue growth is
supported by continued demand for the LOCATOR products because of
their effectiveness and dentist loyalty.
The company has also been developing newer products that aim to
cover the full product life cycle and expand the target market to
include patients fully and partially lacking teeth. This also helps
to mitigate the impact from the patent expiration of LOCATOR. In
addition, Zest is investing in its retail and e-commerce platforms,
and has assigned sales force resources to direct channels.
S&P's stable outlook reflects mid-single-digit percent revenue
growth from continued demand for LOCATOR products, slightly
declining EBITDA margins but remaining above 50%, leverage of 7x,
and FOCF of about $15 million-$20 million annually in the
projection period.
"We could lower the rating if pricing pressures are
greater-than-expected from competitive products or revenue decline
from disruptive customer purchasing behavior. This could reduce
EBITDA margins by about 500 basis points, materially deteriorating
cash flow," S&P said.
"Although unlikely in the near term because of Zest's small size
and business concentration, we could consider an upgrade if the
company reduces and sustains leverage below 5x. This would be
difficult given the financial sponsor ownership. We would also
expect Zest to expand scale and diversify its business," the rating
agency said.
[] Restructur Launches Cannabis Restructuring Advisory Firm
-----------------------------------------------------------
Restructur Advisors, a partnership of experienced executives, on
Feb. 14, 2020, announced the launch of the first advisory firm
focused on restructuring and turnarounds of distressed companies in
the cannabis and cannabinoid sector. Restructur Advisors was
created to help preserve and even create value for shareholders and
creditors in companies facing financial distress, insolvency,
compliance failures, and/or complex litigation.
The cannabis/cannabinoid industry is facing an unprecedented
collapse in company valuations as the sector transitions from the
pre-legalization hype to valuations based on operational excellence
and realized revenue growth. This challenge is compounded by a
number of factors including: (i) significant compliance
obligations, (ii) an inability to access traditional banking
services, (iii) continued competition from the illegal market, (iv)
inexperienced management and directors, and (v) the ongoing stigma
of illegality (in the U.S.). The valuation collapse and challenges
outlined above have made raising equity capital very difficult,
creating a wave of financial distress as companies run short of
operating capital, debt instruments come due and cannot be
refinanced, or in the worst case, a company faces regulatory action
for compliance breaches. Many analysts are now predicting 2020
will see a number of cannabis companies defaulting on debts, trying
to restructure, entering bankruptcy, and even facing shareholder
litigation.
When faced with financial distress, the unique operating dynamic
and challenges inherent in the cannabis/cannabinoid industry mean
that typical restructuring and turnaround advisors are not well
positioned to assist. Distressed companies in the sector often
face unique challenges in terms of obtaining rescue financing,
asset transfers, and regulatory compliance. While Canada is
beginning to see the use of restructuring legislation (Companies
Creditors Arrangement Act) to address financial distress, companies
in the U.S. cannot access traditional federal restructuring
legislation, specifically Chapter 11 for restructuring and Chapter
15 for recognition of foreign restructurings. This compounds the
difficulty around U.S. companies in financial distress or Canadian
companies with U.S. assets.
"In the face of the ongoing shakeout in the cannabis sector in
North America, many management teams and Boards of Directors are
increasingly faced with tough decisions and increased risk of
liability," said Restructur Advisor's Managing Partner, Blair
Jordan. "What is unique about our team is that we combine
operational and capital markets experience with some of the only
executives in North America who have actually been through a
court-protected cannabis company restructuring."
About Restructur Advisors
Restructur Advisors -- http://www.restructuradvisors.com/-- is the
first restructuring and turnaround advisory firm dedicated solely
to the global cannabis and cannabinoid industry. The firm, based
in Vancouver, Canada, is comprised of impartial, experienced
financial and operational restructuring experts with real cannabis
industry expertise.
Clients are both insiders such as management, directors, committee
members, and more as well as external stakeholders such as
independent committee members, creditors, debt holders,
shareholders, and regulators
Restructur Advisors provides corporate and stakeholder strategic
advice, interim and turnaround leadership, and transactional
services alongside, and in tandem with, the other service providers
working with distressed clients such as accounting firms, law
firms, and investment banks.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
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*********
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