/raid1/www/Hosts/bankrupt/TCR_Public/200313.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, March 13, 2020, Vol. 24, No. 72
Headlines
1924 LUNA'S: Unsecured Creditors to Have 35% Recovery Under Plan
27 PUTNAM AVE LP: Seeks to Extend Exclusive Period to June 21
900 CESAR CHAVEZ: ATX Lender Objects to Disclosure Statement
ABDOUN ESTATE: Unsecureds to Get Share of Net Income for 5 Years
ADVANCED POWER: Case Summary & 20 Largest Unsecured Creditors
AMAGAZI LLC: Asks Court to Extend Exclusivity Period to June 1
ANCHORAGE MIDTOWN: April 15 Plan & Disclosure Hearing Set
AQUABOUNTY TECHNOLOGIES: Director Won't Stand for Re-election
AQUABOUNTY TECHNOLOGIES: Incurs $13.2 Million Net Loss in 2019
ATOKA HEALTHCARE: PCO Files 16th Report
BIM'S INVESTMENTS: Involuntary Chapter 11 Case Summary
BOY SCOUTS: U.S. Trustee Appoints Tort Claimants' Committee
BOY SCOUTS: U.S. Trustee Appoints Trade Creditors' Committee
BRIDGEMARK CORPORATION: Taps GlassRatner as Financial Advisor
BRIDGEMARK CORPORATION: Taps Greines Martin as Appellate Counsel
BRIDGEMARK CORPORATION: Taps Locke Lord as Special Counsel
BRUGNARA PROPERTIES: $15M Sale of San Francisco Property Approved
CACHET FINANCIAL: Taps Rosner Law Group as Special Counsel
CAH ACQUISITION 12: Trustee's $2.1M Cash Sale of All Assets Okayed
CAN B CORP: NYFG Assigns All of its Equity Interest in GGFI
CARDINAL HOMES: $5.8M Sale of All Assets to Kituwah Approved
CARMEL MEDICAL: April 2 Plan Confirmation Hearing Set
CARTONI GROUP: Centennial Bank Objects to Disclosure & Plan
CCC LOT 2: Seeks to Employ Kerkman & Dunn as Counsel
CEDAR HAVEN: Wants to Move Exclusive Filing Period to May 28
CELLA III: Needs Additional Time to Obtain Plan Acceptances
CENTER CITY HEALTHCARE: Wants to Move Exclusivity Period to June 24
CHAMPION BLDRS: Scott Buying Channel Trailer for $1.5K
CHAMPION BLDRS: Scott Buying Channel Trailer for $2.1K
CHARLOTTE RUSSE: Needs Additional Time to Continue Plan Talks
CONDUENT INC: Fitch Lowers LongTerm IDR to BB-, Outlook Negative
CORSI CAB: Kahati Buying Sincere's NYC Taxi Medallions for $433K
COUNTRYSIDE PROPERTY: Wants to Move Exclusivity Period to April 24
DECLARATION BREWING: U.S. Trustee Unable to Appoint Committee
DELOREAN SERVICE: Court Confirms Plan of Reorganization
DIOCESE OF HARRISBURG: Tort Claimants' Committee Appointed
DIOCESE OF HARRISBURG: U.S. Trustee Unable to Appoint Committee
DLS CARGO: U.S. Trustee Unable to Appoint Committee
DOMINION GROUP: $1.5M From Exit Lender to Fund Plan
DOMINION GROUP: CF Buying Equipment for $500K
DOUBLE L FARMS: Seeks to Hire EXp Realty as Real Estate Broker
ELK CITY LODGING: Allowed to Use Cash Collateral on Final Basis
ENGINEERED INVESTMENTS: U.S. Trustee Unable to Appoint Committee
EQUITRANS MIDSTREAM: Fitch Withdraws B+ IDR on Debt Termination
ERACE INC: U.S. Trustee Unable to Appoint Committee
FIORES MOTORS: Seeks to Extend Confirmation Deadline to May 25
FIZZ & BUBBLE: Wants to Move Exclusivity Period Through May 4
FLEXI-VAN LEASING: Moody's Withdraws Caa1 CFR on AIM Merger Deal
FORESIGHT ENERGY: Files for Chapter 11 After Deal With Lenders
G.D.S. EXPRESS: Proposes Auction Sale of Assets
GEMSTONE SOLUTIONS: Deutsche Bank Objects to Disclosure Statement
GLOBAL EAGLE: Stephen Hasker Quits as Director
GROWLERU FRANCO: U.S. Trustee Unable to Appoint Committee
HARTSHORNE HOLDINGS: U.S. Trustee Appoints Creditors' Committee
HAWKEYE ENTERTAINMENT: Resolution of Assumption Motion Delays Plan
HELIX TCS: Appoints Garvis Toler III as Director to Fill Vacancy
HIGH BRASS FARM: U.S. Trustee Qeustions Open-Ended Sale of Farm
HYGEA HOLDINGS: U.S. Trustee Appoints Creditors' Committee
IFRESH INC: Appoints New Chief Financial Officer
IMPACT GLASS: Wants to Maintain Plan Exclusivity Through May 8
INGEVITY CORP: Moody's Alters Outlook on Ba2 CFR to Stable
INSPIREMD INC: Incurs $10 Million Net Loss in 2019
J.E.L. SITE: April 29 Plan Confirmation Hearing Set
JAZZ IT UP: U.S. Trustee Unable to Appoint Committee
JJE INC: Banco Popular Objects to Disclosure Statement
JP INTERMEDIATE: Moody's Cuts CFR to Caa3 & Alters Outlook to Neg.
KP ENGINEERING: To Enter in Credit Facility w/ BTS & Texas Capital
LATEX FOAM: Cash Collateral Use Continued Through March 28
LINDBLAD EXPEDITIONS: Moody's Reviews B1 CFR for Downgrade
LUCKY BUMS SUBSIDIARY: Seeks Exclusivity Extension Through April 25
M&T BRYANT CONSTRUCTION: U.S. Trustee Unable to Appoint Committee
MARGIN HOLDINGS: Wells Fargo Objects to Disclosure Statement
MATRIX INDUSTRIES: Creditors to Get 'Significant Return to Equity'
MCL NURSING: PCO Files Jan. 2020 Report
MIDWAY OILFIELD: Court Confirms Liquidating Plan
MODELL'S SPORTING GOODS: Enters Chapter 11 to Pursue Liquidation
MODELL'S SPORTING: Case Summary & 20 Largest Unsecured Creditors
MORIAH POWDER: Wants to Move Exclusivity Period Through May 28
NAZAIRE INVESTMENTS: U.S. Trustee Unable to Appoint Committee
O'HARE FOUNDRY: Needs Additional Time to Formulate Chapter 11 Plan
OAK LAKE: PCO Files January 2020 Report
OFFSHORE MARINE: Asks Court to Extend Exclusivity Period to June 1
ORIGIN AGRITECH: Receives Noncompliance Notice from Nasdaq
PIER 1 IMPORTS: Plan Deal Provides for Sale or Equitization
PLATINUM SALON: Case Summary & 15 Unsecured Creditors
PRINTEX INC: Wants to Extend Exclusive Filing Period to April 9
QUORUM HEALTH: KKR Credit Advisors, et al. Report 9.1% Stake
QUORUM HEALTH: Responds to Update on Potential Transaction
REDEEMED CHRISTIAN CHURCH: US Trustee Unable to Appoint Committee
RENAISSANCE HEALTH: Golden Developing Buying All Assets $250K
RIDGELINE AT BLOWING: Seeks and Gets Nod to Use Cash Collateral
RIVERBEND FOODS: Direct Business Objects to Disclosure & Plan
RIVERBEND FOODS: Northeast Says Admin. Claim Shold be Paid in Full
RIVOLI & RIVOLI: Cash Collateral Use Continued Through April 30
RIVORE METALS: April 15 Plan Confirmation Hearing Set
RIVORE METALS: PNC Bank to Get $6M Under Liquidating Plan
RL BROOKS TRUCKING: North Central Objects to Disclosure Statement
RUBY'S FRANCHISE: Wants to Maintain Plan Exclusivity Until April 23
RUNNIN L FARMS: Unsecureds to Get $100 Per Month Until Paid in Full
SANAM CONYERS: April 2 Janam Plan & Disclosure Hearing Set
SANCHEZ ENERGY: Needs More Time to Continue Plan Negotiations
SIRVA WORLDWIDE: Moody's Lowers CFR to Caa1, Outlook Negative
SOUTHERN INYO: Optum Bank to Receive Allowed Claim over 115 Months
SPRINGFIELD HOSPITAL: Wants to Move Exclusivity Period to June 20
SPRINGFIELD MEDICAL: Needs More Time to Restructure, File Plan
STARION ENERGY: Unsecured Consumer Claims to Be Paid in Full
STONEWAY CAPITAL: Moody's Cuts Sec. Rating to Ca, Outlook Stable
SUNESIS PHARMACEUTICALS: Incurs $23.3 Million Net Loss in 2019
SUNPOWER CORP: Registers 5M Shares Under 2015 Incentive Plan
TATUADO HOSPITALITY: Seeks June 24 Exclusivity Period Extension
TIMS 8 MILE: April 16 Plan Confirmation Hearing Set
TOPAZ VILLAS: May 13 Plan & Disclosures Hearing Set
VAC FUND HOUSTON: Committee-Backed Plan Seeks Sale in 18 Months
VALERITAS HOLDINGS: Zealand Buying All Assets for $23 Million Cash
WC 2101 W BEN WHITE: Hires Fishman Jackson as Bankruptcy Counsel
WEST PACE: Bankruptcy Administrator Unable to Appoint Committee
WEST VILLAGE: Hires Avenue to List Riverdale Property at $850K
WHITE STONE FOODS: U.S. Trustee Unable to Appoint Committee
WIEDER REALTY: U.S. Trustee Unable to Appoint Committee
WJA ASSET: Unsecureds to Recover 100% Under Equity Indexed's Plan
*********
1924 LUNA'S: Unsecured Creditors to Have 35% Recovery Under Plan
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Debtor 1924 Luna's & Associates, Inc. and Tres Generaciones Luna,
Inc. filed with the U.S. Bankruptcy Court for the Northern District
of Texas, Dallas Division, a Joint Plan of Reorganization and a
Disclosure Statement on March 2, 2020.
Since the filing of the bankruptcy, the Debtor has worked with its
secured creditors to continue its operations. Among the major
event during the case, the Debtor entered into a cash collateral
order and has been making payments to Frost Bank. The Debtor has
been operating profitability during the case.
The Debtor's current business operations consist of the income
derived from continuing its operations. The Debtor currently has
started to seek an uptick in business. The Debtor expects to
continue operations. Upon confirmation of the Debtor's Plan,
current ownership will maintain its status. Fernando Luna will not
take a salary during the terms of this Plan.
The Debtor owns cash, food inventory, equipment and the real
property. The value of the assets of the Debtor, if liquidated,
would cover the secured creditor debt. The Debtor would show that
the continued operations of the Debtor as proposed in this plan
will provide the unsecured creditors with at least as such as they
would recover if the Debtor were liquidated.
Class 8 General Unsecured Creditors are impaired. Holders of all
allowed general unsecured claims, which shall include any claims of
Quik Capital, shall receive their pro rata share of monthly
payments totaling $36,000 per year. The first distributions will
be made 90 days after the Effective Date and distributions will
occur every 90 days thereafter. Based upon the Debtor's records,
the General Unsecured Creditors would expect to receive a total
distribution of approximately 35% of their Allowed Class 8 Claim.
The current shareholder will retain their existing interests.
The Debtor anticipates the use of the cash on hand and the
continued operations of the business to fund the Plan.
A full-text copy of the Joint Disclosure Statement dated March 2,
2020, is available at https://tinyurl.com/qs2dzat from PacerMonitor
at no charge.
The Debtor is represented by:
Eric A. Liepins
ERIC A. LIEPINS, P.C.
12770 Coit Road
Suite 1100
Dallas, Texas 75251
Tel: (972) 991-5591
Fax: (972) 991-5788
About 1924 Luna's & Associates
1924 Luna's & Associates Inc., is a privately held company which
operates a tortilla factory in Dallas, Texas. 1924 Luna's sought
Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-32637) on Aug.
5, 2019. In the petition signed by Fernando Luna, president, the
Debtor's total assets have estimated value of up to $50,000, while
its liabilities are estimated between $1 million and $10 million.
Judge Stacey G. Jernigan is the case judge. Eric A. Liepins, P.C.,
is the Debtor's counsel.
27 PUTNAM AVE LP: Seeks to Extend Exclusive Period to June 21
-------------------------------------------------------------
27 Putnam Ave LP and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend their
exclusive period to file a plan of reorganization to June 21, 2020
and the period to solicit acceptances to its plan to Aug. 22,
2020.
Each Debtor owns an adjacent apartment building in the Clinton Hill
neighborhood of Brooklyn. Under prior management, the Properties
were grossly mismanaged. Many tenants felt they had been wronged by
management. They formed a tenants' association, brought suit, and
the Office of the New York Attorney General launched an
investigation into questionable management conduct and practices.
There was a rent strike when new management took over. The Debtors
have steadily reduced the number of strikers and are on track to
increase rent collection to routine levels before a sale of the
Properties under a plan.
The Debtors are working with tenants' attorneys to resolve disputes
relating to rent overcharges and reasonable accommodation for
disabled tenants to limit potential challenges to a sale under a
plan. The Debtor is currently negotiating an apartment swap for one
particular tenant which, when completed, will be presented to the
Court under Rule 9019, and could be a template for future
reasonable accommodation requests.
The requested extension, if granted, will provide the Debtors ample
time to rehabilitate the Property, comply with its agreement with
OAG, cure and clear violations.
About 27 Putnam Ave LP
27 Putnam Ave LP and three affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 19-13412) on Oct. 25, 2019. The
petitions were signed by David Schieble, Clinton Hill GP LLC,
authorized signatory.
At the time of the filing, each Debtor disclosed assets of between
$10 million and $50 million and liabilities of the same range.
The case is assigned to Judge Mary Kay Vyskocil. Mark A. Frankel,
Esq. at Backenroth Frankel & Krinsky, LLP, is the Debtor's legal
counsel.
900 CESAR CHAVEZ: ATX Lender Objects to Disclosure Statement
------------------------------------------------------------
ATX Lender 5, LLC, objects to the Disclosure Statement for Plan of
Reorganization of 900 Cesar Chavez, LLC and its debtor affiliates.
The treatment of ATX's Class 1 Claim is unclear. Among other
problems, key provisions, such as the Plan's impact on ATX's
credit-bidding rights and its remedies under the Credit Documents,
are vague and contradictory.
* The scope of the proposed exculpation clause in Plan Sec. 9.04
is unclear, including whether the Debtors intend for this clause to
release the full-recourse personal guaranty of Mr. Natin Paul.
* The Disclosure Statement lacks financial projections or a
liquidation analysis.
* The Disclosure Statement does not provide sufficient
information about the affiliate or affiliates of the Debtors who
are supposed to fund the proposed interest payments to ATX during
the period between the Plan's effective date and October 1, 2020.
* The Disclosure Statement's description of the events giving
rise to these Bankruptcy Cases contains factual errors and
omissions.
* The Disclosure Statement describes a Plan that cannot be
confirmed.
A full-text copy of ATX Lender's objection filed Feb. 28, 2020, is
available at https://tinyurl.com/u9xxg6y from PacerMonitor at no
charge.
Counsel for ATX Lender:
W. Steven Bryant
LOCKE LORD LLP
600 Congress Ave., Suite 2200
Austin, Texas 78701
Tel: (512) 305-4726
Fax: (512) 305 4800
E-mail: sbryant@lockelord.com
- and -
C. Davin Boldissar
Locke Lord LLP
601 Poydras Street, Suite 2660
New Orleans, Louisiana 70130-6036
Tel: (504) 558-5100
Fax: (504) 681-5211
- and -
Jonathan Pelayo
LOCKE LORD LLP
600 Travis Street, Suite 2800
Houston, Texas 77002
Tel: (713) 226-1200
Fax: (713) 223-3717
E-mail: jpelayo@lockelord.com
About 900 Cesar Chavez
900 Cesar Chavez, LLC is engaged in renting and leasing real estate
properties. The Debtors are Single Asset Real Estate entities (as
defined in 11 U.S.C. Section 101(51B)).
900 Cesar Chavez, LLC (Bankr. W.D. Tex. Case No. 19-11527), the
Lead Case, and its affiliates, 905 Cesar Chavez, LLC (Bankr. W.D.
Tex. Case No. 19-11528), 5th and Red River, LLC (Bankr. W.D. Tex.
Case No. 19-11529), and 7400 South Congress, LLC (Bankr. W.D. Tex.
Case No. 19-11530), sought Chapter 11 protection on Nov. 4, 2019.
The cases are assigned to Judge Tony M. Davis.
In the petition signed by Brian Elliott, corporate counsel, 900
Cesar Chavez, LLC, was estimated to have assets in the range of $1
million to $10 million, and $10 million to $50 million in debt.
The Debtors tapped Evan J. Atkinson, Esq., and Morris D. Weiss,
Esq., at Waller Lansden Dortch & Davis LLP as counsel.
ABDOUN ESTATE: Unsecureds to Get Share of Net Income for 5 Years
----------------------------------------------------------------
Debtor Abdoun Estate Holdings, LLC filed a First Amended Combined
Plan and Disclosure Statement on March 3, 2020.
Class 2 Mortgage of Alt, LLC, when allowed, will be amortized over
25 years at the 5 Year Treasury Note Rate and Debtor will
immediately commence monthly payments under such amortization.
Notwithstanding this amortization, Debtor shall pay any Allowed
Secured Claim of Group 10 in full within 5 years of the Effective
Date.
Holders of Class 4 General Unsecured Claims totaling $213,000 are
impaired. The Debtor intends to pay these claims on a pro-rata
basis to the extent funds are available from net income over 60
months. Payments shall be made monthly, beginning 30 days
following the Effective Date and continuing for the next 60 months.
The total amount of estimated claims in the class amounts to
$213,000.00.
Rental income, net of expenses, will be committed to the Plan.
The Debtor has various claims against third parties:
* Jimmy Danou (and/or an entity owned or controlled by him) –
claim for delinquent rent, taxes, and utilities – amount unknown
* Jimmy Danou (and/or an entity owned or controlled by him) –
claim for damage to premises – amount unknown
* Hanover/Westfield insurance – claim for damage done by Danou
– estimated value between $100,000.00 and $1,000,000.00.
* Claim against Oudia Abdulnoor and/or Group 10 – tortious
interference with contract – amount unknown
* Dennis Harris – potential claim for proceeds diverted to
Harris at closing on loan with Group 10 – estimated value -
$35,000.00.
The Debtor has hired special counsel to pursue the claim against
Hanover, and will hire additional special counsel to pursue these
claims as appropriate, and any net proceeds will be contributed to
the Plan.
A full-text copy of the First Amended Combined Plan and Disclosure
Statement dated March 3, 2020, is available at
https://tinyurl.com/um39aos from PacerMonitor at no charge.
Attorneys for the Debtor:
OSIPOV BIGELMAN P.C.
Anthony J. Miller
20700 Civic Center Drive, Suite 420
Southfield, MI 48076
Tel: (248) 663-1804
Fax: (248) 663-1801
E-mail: am@osbig.com
About Abdoun Estate Holdings
Abdoun Estate Holdings, LLC, based in Southfield, MI, filed a
Chapter 11 petition (Bankr. E.D. Mich. Case No. 19-57624) on Dec.
17, 2019. In the petition signed by Ahmad Abdulabon, managing
member, the Debtor was estimated $500,000 to $1 million in assets
and $1 million to $10 million in liabilities. The Hon. Phillip J.
Shefferly oversees the case. Osipov Bigelman, P.C., is the
Debtor's bankruptcy counsel.
ADVANCED POWER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Advanced Power Technologies, LLC
1500 North Powerline Road
Pompano Beach, FL 33069
Business Description: Advanced Power Technologies, LLC --
http://www.advancedpowertech.com--
offers interior/exterior lighting, signage,
and electrical service needs throughout the
United States and Canada. The company works
with commercial, hospitality, industrial,
institutional, restaurant, and retail
clients to save energy and reduce operating
costs.
Chapter 11 Petition Date: March 11, 2020
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 20-13304
Judge: Hon. Paul G Hyman, Jr.
Debtor's Counsel: Bradley S. Shraiberg, Esq.
SHRAIBERG LANDAU & PAGE PA
2385 NW Executive Center Dr
Suite 300
Boca Raton, FL 33431
Tel: 561 443 0800
E-mail: bss@slp.law
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Devin Grandis, 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/kqjlHx
AMAGAZI LLC: Asks Court to Extend Exclusivity Period to June 1
--------------------------------------------------------------
Amagazi, LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas to extend the exclusivity period to file a plan
of reorganization from March 30 to June 1.
The Debtor is currently working on leasing another lease space and
is trying to get moved into that space so that it can be situated
with a realistic financial picture that will allow it to formulate
its plan of reorganization.
About Amagazi LLC
Amagazi LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Case No. 19-35476) on Sept. 30, 2019. At
the time of the filing, the Debtor disclosed assets of between
$100,001 and $500,000 and liabilities of the same range. The case
is assigned to Judge Jeffrey P. Norman. The ebtor tapped the Law
Office of Margaret M. McClure as its legal counsel.
The Office of the U.S. Trustee on Nov. 6, 2019, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Debtor's case.
ANCHORAGE MIDTOWN: April 15 Plan & Disclosure Hearing Set
---------------------------------------------------------
On Feb. 19, 2020, debtor Anchorage Midtown Motel, Inc., filed with
the U.S. Bankruptcy Court for the District of Alaska a Chapter 11
Plan of Reorganization and a Disclosure Statement.
On Feb. 28, 2020, Judge Gary Spraker conditionally approved the
Disclosure Statement and established the following dates and
deadlines:
* April 8, 2020, is fixed as the last day to file an objection to
the Disclosure Statement, last day for filing and serving written
objections to confirmation of the Chapter 11 Plan of
Reorganization, and last day for filing written ballots accepting
or rejecting the plan.
* April 15, 2020, at 9:30 a.m., before the undersigned, in The
Herbert A. Ross Historic Courtroom, Old Federal Building, 605 W.
4th Avenue, Anchorage, Alaska is the hearing to consider approval
of the Debtor's Disclosure Statement.
* April 15, 2020, at 9:30 a.m. is also fixed for the hearing on
confirmation of the Chapter 11 Plan of Reorganization.
A full-text copy of the order dated February 28, 2020, is available
at https://tinyurl.com/temllg3 from PacerMonitor at no charge.
The Debtor is represented by:
Shane Kanady
DORSEY & WHITNEY LLP
1031 W. 4th Ave., Ste. 600
Anchorage, AK 99501
About Anchorage Midtown Motel
Anchorage Midtown Motel, Inc., is a single asset real estate as
defined in 11 U.S.C. Section 101(51B). It owns the Anchorage
Midtown Motel, a centrally located motel/boarding house consisting
of four buildings with more than 62 rooms.
Anchorage Midtown Motel, based in Anchorage, Arkansas, filed a
Chapter 11 petition (Bankr. D. Alaska Case No. 17-00148) on April
25, 2017, listing $1 million to $10 million in assets and less than
$1 million in liabilities. A Chapter 11 plan was confirmed on Dec.
5, 2017.
The 2017 petition was signed by Kelly M. Millen, the Debtor's
vice-president and secretary. Judge Gary Spraker presided over the
2017 case. Michael R. Mills, Esq., at Dorsey & Whitney LLP, served
as the Debtor's bankruptcy counsel in that case.
Anchorage Midtown Motel again filed for Chapter 11
bankruptcy(Bankr. Alaska Case No. 19-00369) on Nov. 21, 2019,
listing under $10 million in assets and $500,001 to $1 million in
liabilities. Dorsey & Whitney LLP also serves as bankruptcy
counsel in the new case.
AQUABOUNTY TECHNOLOGIES: Director Won't Stand for Re-election
-------------------------------------------------------------
Jeffrey T. Perez notified AquaBounty Technologies, Inc., of his
intention to not stand for re-election as a director at the
Company's annual meeting of stockholders to be held on April 28,
2020. Mr. Perez, who serves as senior vice president, intellectual
property affairs of Precigen, Inc., has decided not to stand for
re-election as Precigen, Inc. no longer holds any shares of the
Company's common stock and he has served on the Company's board of
directors for less than a year. The Company said his decision is
not the result of any disagreement with the Company on any matter
relating to its operations, policies, or practices.
About AcquaBounty
Headquartered in Maynard, Massachusetts, AquaBounty Technologies,
Inc., is a publicly traded aquaculture company focused on improving
productivity and sustainability in commercial aquaculture. The
Company's objective is the application of biotechnology to ensure
the availability of high-quality seafood to meet global consumer
demand-addressing critical production constraints in the most
popular farmed species, including salmon, trout, and tilapia.
AquaBounty reported a net loss of $13.23 million for the year ended
Dec. 31, 2019, compared to a net loss of $10.38 million for the
year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$30.23 million in total assets, $6.47 million in total liabilities,
and $23.76 million in total stockholders' equity.
The Company has experienced net losses and negative cash flows from
operations since its inception and has cumulative losses
attributable to common stockholders of $132 million as of Dec. 31,
2019.
AQUABOUNTY TECHNOLOGIES: Incurs $13.2 Million Net Loss in 2019
--------------------------------------------------------------
AquaBounty Technologies, Inc., filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $13.23 million on $186.74 million of product revenues for
the year ended Dec. 31, 2019, compared to a net loss of $10.38
million on $84.52 million of product revenues for the year ended
Dec. 31, 2018.
As of Dec. 31, 2019, the Company had $30.23 million in total
assets, $6.47 million in total liabilities, and $23.76 million in
total stockholders' equity.
The Company has experienced net losses and negative cash flows from
operations since its inception and has cumulative losses
attributable to common stockholders of $132 million as of
Dec. 31, 2019.
At Dec. 31, 2019, the Company's cash balance totaled $2.8 million.
Subsequent to year end, in February 2020, the Company completed a
public offering of common shares resulting in net proceeds of $14.5
million.
Aquabounty said, "We have incurred significant losses since our
inception. We expect to continue to incur significant losses for
the foreseeable future, and we may never achieve or maintain
profitability. We generate product revenue primarily through the
sales of our AquAdvantage Salmon. We also sell conventional
Atlantic salmon, salmon eggs, fry, and byproducts. We expect that
our sales will be modest and infrequent until our grow-out farms in
Indiana and Rollo Bay commence harvesting, which is expected in
mid-2020."
Management has evaluated its cash resources in view of its planned
spending for on-going operations, capital expenditures and working
capital and believes that its cash resources will meet the
Company's cash requirements for at least the next twelve months
from the filing date (March 10, 2020). Until such time, if ever,
as the Company can generate positive operating cash flows, it may
finance its cash needs through a combination of equity offerings,
debt financings, government or other third-party funding, strategic
alliances, and licensing arrangements.
Results Highlights:
Operational
* Sylvia Wulf assumed the position of chief executive officer,
president, and director;
* The U.S. Food and Drug Administration lifted its Import
Alert, allowing the Company to import its AquAdvantage eggs
from its hatchery in Canada to its farm in Indiana;
* The Company's Rollo Bay farm site received two regulatory
approvals: FDA approved the farm's hatchery building, and
Environment and Climate Change Canada approved the farm's
production facility for the commercial grow-out of
AquAdvantage Salmon;
* The Company's Indiana farm received two batches of
AquAdvantage eggs and is now producing both conventional and
AquAdvantage Salmon, bringing total biomass at the farm to
160 tons at year end;
* Closed the Panama demonstration farm;
* Received approval in China to conduct a field trial for
AquAdvantage Salmon; and
* Commenced marketing and communications activities, including
qualitative and quantitative consumer research in
preparation for commercialization.
Financial
* Completed two public offerings of common shares, raising net
funds of $12.4 million;
* The Company's Canadian subsidiary received two construction
loan instalments totalling $900 thousand from the Department
of Economic Development of the Province of Prince Edward
Island and the Atlantic Canada Opportunities Agency; and
Sylvia Wulf, chief executive officer of AquaBounty, commented:
"This was a transformative year for AquaBounty, as for the first
time in the Company's history we began to grow-out our AquAdvantage
Salmon in the United States. Production of both AquAdvantage and
conventional salmon at our Indiana farm is progressing on track
with conventional salmon harvest commencing in late Q2 this year
and AquAdvantage Salmon harvest commencing in Q4. We also took
steps during 2019 to strengthen our balance sheet with two
successful equity raises and to strengthen our management team with
the additions of Dave Melbourne as Chief Commercial Officer and
Angela Olsen as General Counsel. We believe we are now well
positioned to begin to execute our commercial strategy with the
harvest and sale of our salmon from both our Indiana and Rollo Bay
farms."
A full-text copy of the Form 10-K is available for free at the
SEC's website at:
https://is.gd/ibxfSK
About AcquaBounty
Headquartered in Maynard, Massachusetts, AquaBounty Technologies,
Inc., is a publicly traded aquaculture company focused on improving
productivity and sustainability in commercial aquaculture. The
Company's objective is the application of biotechnology to ensure
the availability of high-quality seafood to meet global consumer
demand-addressing critical production constraints in the most
popular farmed species, including salmon, trout, and tilapia.
ATOKA HEALTHCARE: PCO Files 16th Report
---------------------------------------
Deborah Burian, the duly appointed patient care ombudsman of Atoka
County Healthcare Authority, files her 16th periodic report with
the U.S. Bankruptcy Court in the Eastern District of Oklahoma
pursuant to 11 U.S.C. Section 333(b)(2) for the period July 22,
2019 through September 20, 2019.
On August 20, 2019, the PCO visited the Atoka County Medical Center
facility and observed to the following:
-- meal service is served with appropriate menus for
therapeutic diets;
-- no complaints reported during the PCO visit;
-- staff member is being recruited to meet the patients'
activity needs; and
-- patient assessment and follow-up is currently provided by
nursing personnel.
In the next 60-day monitoring period, the Ombudsman will conduct a
site visit and continue to monitor the changing environment
including provision of necessary services within state and federal
guidelines.
A full-text copy of the PCO's 16th report is available at
https://tinyurl.com/u3el8q8 from PacerMonitor.com at no charge.
About Atoka
Based in Atoka, Oklahoma, Atoka County Healthcare Authority
provides health care services. The Healthcare Authority filed for
Chapter 9 bankruptcy protection (Bankr. E.D. Okla. Case No.
17-80016) on Jan. 10, 2017. The Debtor was estimated to have
assets of less than $50,000, and debt of between $10 million and
$50 million. Jeffrey E. Tate, Esq., at Christensen Law Group PLLC,
represents the Debtor.
BIM'S INVESTMENTS: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Bim's Investments, LLC
6663 SW 41st Place
Davie, FL 33314
Case Number: 20-13301
Involuntary Chapter 11 Petition Date: March 11, 2020
Court: United States Bankruptcy Court
Southern District of Florida
Judge: Hon. Scott M. Grossman
Name of Petitioner: Abimbola Orukotan
5717 Mayo Street
Hollywood Florida 33023
Petitioner's Nature
of Claim & Claim Amount: $486,000 (secured transactions)
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://is.gd/R5BxNj
BOY SCOUTS: U.S. Trustee Appoints Tort Claimants' Committee
-----------------------------------------------------------
The U.S. Trustee for Region 3 appointed a committee to represent
tort claimants in the Chapter 11 cases of Boy Scouts of America and
affiliates.
The committee members are:
1. Robb Lawson
2. Robert Grier
3. Morgan Wade Paul
4. Christopher Desmond Haywood
5. Douglas A. Kennedy
6. Jorge Tobon
7. Jorge Vega
8. John Humphrey
9. Richard Halvorson
About the Boy Scouts of America
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. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets at least $500 million in liabilities as of the
bankruptcy filing.
The Debtors tapped Sidley Austion LLP as general bankruptcy
counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel;
and Alvarez & Marsal North America LLC as financial advisor. Omni
Agent Solutions is the claims agent.
BOY SCOUTS: U.S. Trustee Appoints Trade Creditors' Committee
------------------------------------------------------------
The U.S. Trustee for Region 3 appointed a committee to represent
trade creditors in the Chapter 11 cases of Boy Scouts of America
and affiliates.
The committee members are:
(1) Pension Benefit Guaranty Corporation
Attn: Tom Taylor
1200 K. Street, NW
Washington, DC 20005
Phone: 202-560-2483
Fax: 202-326-4112
(2) Girl Scouts of the United States of America
Attn: Jennifer Rochon
420 Fifth Avenue
New York, NY 10018
Phone: 212-852-8000
(3) Roger A. Ohmstede
Email: rog.sandy@mac.com
(4) Pearson Education, Inc.
Attn: John Garry
221 River Street
Hoboken, New Jersey 07030
Phone: 201-236-6930
(5) Lion Brothers Inc.
Attn: Susan Ganz
300 Red Brook Blvd.
Owings Mills, Maryland 21117
Phone: 410-363-1000, Ext. 247
Fax: 410-363-0161
About the Boy Scouts of America
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. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets at least $500 million in liabilities as of the
bankruptcy filing.
The Debtors tapped Sidley Austion LLP as general bankruptcy
counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel;
and Alvarez & Marsal North America LLC as financial advisor. Omni
Agent Solutions is the claims agent.
BRIDGEMARK CORPORATION: Taps GlassRatner as Financial Advisor
-------------------------------------------------------------
Bridgemark Corporation received approval from the U.S. Bankruptcy
Court for the Central District of California to employ GlassRatner
Advisory & Capital Group LLC as its financial advisor.
The services to be provided by GlassRatner include:
a. preparing reports to be filed by the Debtor with the Office
of the United States Trustee;
b. assisting in formulating and preparing the Debtor's
disclosure statement and plan of reorganization;
c. preparing supporting documents relative to financial
projections necessary for the bankruptcy process;
d. providing assistance in connection with the financial
projections relative to motions to approve any sale of assets or
other motions;
e. assisting Debtor's counsel with respect to negotiating with
holders of secured and unsecured claims and responding to any
objections to the bankruptcy plan by such claim holders, if and as
necessary;
f. assisting the Debtor and its counsel in preparing or
responding to any competing disclosure statements and Chapter 11
plans;
g. assisting in modifying the plan and disclosure statement as
appropriate;
h. conducting, preparing and providing expert witness
evaluations and opinions, declarations and reports, depositions and
in-court testimony with respect to the feasibility of the Debtor's
plan; and
i. providing other services including financial advice on the
sale of the Debtor's assets and the solicitation of financing for
the Debtor.
J. Michael Issa and Brad Smith, the firm's personnel expected to be
principally responsible for the case, will charge $550 per hour and
$395 per hour, respectively.
In the one-year period prior to the filing of the Debtor's case,
GlassRatner received the sum of $150,000 from the Debtor of which
$21,457 was applied against pre-bankruptcy fees and costs.
Mr. Issa represents that the firm neither holds nor represents an
interest materially adverse to the interests of the estate.
The firm may be reached at:
GlassRatner Advisory & Capital Group LLC
19800 MacArthur Blvd., Ste. 820,
Irvine, CA 92612
About Bridgemark Corporation
Bridgemark Corporation, an oil and gas exploration and production
company, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
20-10143) on Jan. 14, 2020. At the time of the filing, the Debtor
disclosed assets of between $10 million and $50 million and
liabilities of the same range. The petition was signed by Robert
Hall, president and chief executive officer.
Judge Theodor Albert oversees the case.
The Debtor tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy
counsel; Locke Lord, LLP and Greines, Martin, Stein & Richland LLP
as special litigation and appellate counsel; and Mcgee & Associates
as special corporate counsel.
BRIDGEMARK CORPORATION: Taps Greines Martin as Appellate Counsel
----------------------------------------------------------------
Bridgemark Corporation received approval from the U.S. Bankruptcy
Court for the Central District of California to employ Greines,
Martin, Stein & Richland LLP as appellate counsel.
The firm will provide legal services to the Debtor in case it
decides to appeal the judgment entered by the Orange County
Superior Court in favor of Placentia Development Company, LLC.
These services include:
(i) the representation of the Debtor in the PDC Appeal and in
connection with any retrial;
(ii) prosecuting any post-verdict and post-judgment matters prior
to filing the notice of appeal;
(iii) prosecuting the appeal on behalf of the Debtor of the
judgment;
(iv) defending any appeal or cross-appeal by PDC to the extent a
new trial or judgment notwithstanding verdict is entered;
(v) representing the Debtor in any post-appeal proceedings; and
(vi) performing any litigation-related tasks required in
connection with the appeal.
The hourly rates for the firm's professionals who are expected to
provide the services are as follows:
Robert A. Olson Partner $650
Edward L. Xanders Partner $650
Nadia Sarkis Senior Associate $450
Melissa Laffin Law Clerk $100
Greines will be reimbursed for work-related expenses.
In the one year period prior to the filing of the Debtor's case,
Greines received the sum of $180,364.22 from the Debtor, of which
$97,395.72 was applied against pre-bankruptcy fees and costs
leaving a retainer balance of $82,968.50
Robert Olson, Esq., a partner at Greines, represents that the firm
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code.
The firm may be reached at:
Greines, Martin, Stein & Richland LLP
5900 Wilshire Boulevard, 12th Floor
Los Angeles, CA 90036
Telephone: (310) 859-7811
Facsimile: (310) 276 5261
Email: rolson@gmsr.com
About Bridgemark Corporation
Bridgemark Corporation, an oil and gas exploration and production
company, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
20-10143) on Jan. 14, 2020. At the time of the filing, the Debtor
disclosed assets of between $10 million and $50 million and
liabilities of the same range. The petition was signed by Robert
Hall, president and chief executive officer.
Judge Theodor Albert oversees the case.
The Debtor tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy
counsel; Locke Lord, LLP and Greines, Martin, Stein & Richland LLP
as special litigation and appellate counsel; and Mcgee & Associates
as special corporate counsel.
BRIDGEMARK CORPORATION: Taps Locke Lord as Special Counsel
----------------------------------------------------------
Bridgemark Corporation received approval from the U.S. Bankruptcy
Court for the Central District of California to retain Locke Lord
LLP as special counsel.
Locke Lord will continue to represent the Debtor in a case filed in
the Orange County Superior Court involving Placentia Development
Company, LLC and the judgment entered in the case in favor of PDC.
The firm will also assist the Debtor's bankruptcy counsel in the
defense of three new lawsuits filed against the Debtor to enforce
the judgment.
The hourly rates for the firm's attorneys who are expected to
represent the Debtor are as follows:
John Harris Partner $905
Susan Kidwell Partner $800
Jamie Cheng Associate $515
Locke Lord is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm may be reached at:
Locke Lord LLP
300 S. Grand Ave., Suite 2600
Los Angeles, CA 90071
Telephone: (213) 485-1500
Facsimile: (213) 485-1200
Email: skidwell@lockelord.com
jamie.cheng@lockelord.com
About Bridgemark Corporation
Bridgemark Corporation, an oil and gas exploration and production
company, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
20-10143) on Jan. 14, 2020. At the time of the filing, the Debtor
disclosed assets of between $10 million and $50 million and
liabilities of the same range. The petition was signed by Robert
Hall, president and chief executive officer.
Judge Theodor Albert oversees the case.
The Debtor tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy
counsel; Locke Lord, LLP and Greines, Martin, Stein & Richland LLP
as special litigation and appellate counsel; and Mcgee & Associates
as special corporate counsel.
BRUGNARA PROPERTIES: $15M Sale of San Francisco Property Approved
-----------------------------------------------------------------
Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern
District of California authorized Janina M. Hoskins, the duly
appointed and acting Chapter 7 Trustee of the estate of Brugnara
Properties VI, to sell the real property at 224 Sea Cliff Avenue,
San Francisco, California, to Dolphin Real Estate, LLC for $15
million.
The notice of the Motion and the hearing thereon is approved as
proper and adequate under the circumstances.
The sale is free and clear of the liens, claims or interests, with
such liens, claims or interests will attach to the proceeds of the
sale. Except as otherwise provided in the Motion, the Property
will be sold, transferred, and delivered to Buyer on an "as is,
where is" or "with all faults" basis.
Upon written direction by the Trustee, the escrow agent is
authorized and directed to make disbursements from the proceeds of
sale on or after the closing of the sale as are required by the
purchase agreement or order of the Court, including, but not
limited to, (a) all delinquent real property taxes and outstanding
post-petition real property taxes pro-rated as of the closing with
respect to the Property; (b) real estate commission of 5% or such
lesser amount agreed upon unless such amounts are held by the
Trustee; and (c) normal closing costs, excluding the transfer tax,
which is to be paid by the Buyer.
For the reasons stated by the Court or the comments on the record
by lienholders: (a) the objection to the Motion by Luke Brugnara is
overruled; (b) the objection to the Motion by Secured Creditor PSG
Capital Partners is sustained in part and overruled in part; (c)
the objection to the Motion by the United States of America is
overruled; (d) the objection by Dakota Note, LLC is withdrawn; (e)
The objection by Paul Greenfield, an assignee, is withdrawn, as is
the objection asserted by Paul Greenfield on behalf of California
Home Loans; (f) to the extent the objections described are not
withdrawn, they are overruled; and (g) the request for a stay
pursuant to FRBP 8007(a)(1) orally made by the United States of
America and PSG Capital Partners, Inc. is denied.
A hearing on the Motion was held on Jan. 10, 2020 at 10:30 a.m.
About Brugnara Properties VI
Brugnara Properties VI, a company San Francisco, California, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Cal. Case No. 17-30501) on May 22, 2017. Katherine Brugnara,
president, signed the petition.
At the time of the filing, the Debtor was estimated to have assets
and liabilities of $10 million to $50 million.
Ruth Elin Auerbach, Esq., who has an office in San Francisco,
California serves as the Debtor's legal counsel.
Janina M. Hoskins was appointed Chapter 11 Trustee of Brugnara
Properties VI. The Trustee hired Dentons US LLP, as counsel, and
Bachecki, Crom & Co., LLP, Certified Public Accountants, as
accountant.
CACHET FINANCIAL: Taps Rosner Law Group as Special Counsel
----------------------------------------------------------
Cachet Financial Services received approval from the U.S.
Bankruptcy Court for the Central District of California to employ
The Rosner Law Group LLC as its special counsel.
The firm will represent the Debtor in the interpleader action filed
by The Bancorp Bank against Debtor in the U.S. District Court for
the District of Delaware (Case No. 19-02088-MN).
The firm's hourly rates are:
Frederick Rosner $400
Scott Leonhardt $375
Jason Gibson $350
Ruby Liu $325
Paralegals $200
The Debtor paid Rosner Law a retainer of $10,000 prior to the
petition date.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases:
(1) The Rosner Law has not agreed to any variations from its
standard customary billing for its employment in the Debtor's
case;
(2) none of the professionals at The Rosner Law vary their rate
based on the geographical location of the bankruptcy case;
(3) The Rosner Law represented the Debtor prior to the Petition
Date (since on or January 8, 2020), the firm's billing rates are
the same as those identified in the application and the material
financial terms for the engagement prior to the Petition Date are
the same as those described in the application for the period after
the Petition Date;
(4) the firm provided the Debtor with estimated budgeted
amounts on a project category basis for services contemplated to be
rendered during this chapter 11 case; and
(5) the firm informed the Debtor that said estimated budgeted
amounts were based on information available at the time of the
estimated budget and based on a number of assumptions, including
the extent of any opposition and litigation involved in the case
and non-bankruptcy litigation matters.
Scott J. LeonHardt, Esq., at Rosner Law, represents that the firm
is disinterested as that term is defined in Section 101(14) of the
Bankruptcy Code and represents no interest adverse to the Debtor or
its estate.
The firm may be reached through:
Frederick B. Rosner
The Rosner Law Group LLC
824 N. Market Street, Suite 810
Wilmington, Delaware 19801
Telephone: (302) 777-1111
Email: rosner@teamrosner.com
About Cachet Financial Services
Cachet Financial Services -- https://www.cachetservices.com/ --
provides Automated Clearing House (ACH) processing services for
payroll-related electronic transactions, including: direct
deposits, tax payments, garnishment payments, benefits payments,
401(k) payments, expense reimbursement payments, agency checks, and
fee collection.
Cachet Financial Services, based in Pasadena, CA, filed a Chapter
11 petition (Bankr. C.D. Cal. Case No. 20-10654) on Jan. 21, 2020.
In the petition signed by Aberash Asfaw, president, the Debtor was
estimated to have $10 million to $50 million in both assets and
liabilities. The Hon. Vincent P. Zurzolo presides over the case.
James C. Bastian, Esq., at Shulman Bastian LLP, serves as the
Debtor's bankruptcy counsel.
CAH ACQUISITION 12: Trustee's $2.1M Cash Sale of All Assets Okayed
------------------------------------------------------------------
Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the
District of Kansas authorized Thomas W. Waldrep, Jr., the Chapter
11 Trustee of CAH Acquisition Company 12, LLC, to sell
substantially all assets to Rural Wellness Fairfax, Inc. for $2.1
million cash, plus $550,000 in capital expenditures at the Hospital
during the 18-month period following the Closing Date, in
additional to funding working capital of not less than $3 million
during the 18-month period following the closing date.
The Trustee, with the assistance of Sherwood, conducted an auction
of the Debtor's assets pursuant to the Bidding Procedures Order on
Dec. 19, 2019 in Charlotte, North Carolina. The Sale Hearing was
held on Jan. 29, 2020.
The Agreement and all of the terms and conditions thereof are
approved.
The sale is free and clear of all Liens, Claims, Encumbrances and
other interests of any kind or nature whatsoever, with such Liens,
Claims, Encumbrances and other interests to attach to the proceeds
of the Sale.
Pursuant to Sections 365(a), (b), (c), and (f) of the Bankruptcy
Code, the Trustee, on behalf of the Debtor, is authorized to assume
and assign the Assumed Contracts, which are referred to as the
Assumed Contracts in the APA.
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).
The Trustee and the Purchaser will provide reasonable updates to
the Bankruptcy Administrator and those parties asserting liens on
the Transferred Assets regarding their respective efforts to
satisfy the conditions to Closing set forth in the Agreement. If
it becomes apparent that
the Trustee and the Purchaser will be unable to satisfy any
condition to Closing set forth in the Agreement, the Trustee and
the Purchaser will promptly notify each other, the Bankruptcy
Administrator, those parties asserting liens on the Transferred
Assets, and if necessary, the Court.
Subject to the entry of an order confirming a plan of liquidation
in the case or other further order of the Court, there will be no
distribution of cash proceeds of the Sale to any party, except as
set forth.
Nothing contained in the Order will be deemed an allocation of the
purchase price to any of the Transferred Assets, and all rights,
claims, and objections of all parties in interest with respect to
such an allocation are expressly reserved and preserved.
A copy of the APA is available at https://tinyurl.com/r8fo4np from
PacerMonitor.com free of charge.
About Fairfax Community Hospital
CAH Acquisition Company 12, LLC, d/b/a Fairfax Community Hospital,
is a Delaware limited liability company that owns a for-profit,
15-bed hospital at 40 Hospital Road, Fairfax, Oklahoma 74637. The
Hospital offers a broad range of services including emergency,
radiology, laboratory, inpatient care, rehabilitation services,
respiratory therapy, and swing bed.
CAH Acquisition Company 12 filed a voluntary Chapter 11 petition
(Bankr. N.D. Okla. Case No. 19-10641) on April 1, 2019.
The case is jointly administered along with six other critical
access hospitals under the Chapter 11 case of CAH Acquisition
Company #1, LLC d/b/a Washington County Hospital (Case No.
19-00730).
The Hon. Joseph N. Callaway is the case judge.
SPILMAN THOMAS & BATTLE, PLLC, is the Debtors' counsel.
Thomas W. Waldrep, Jr., was appointed as Chapter 11 Trustee for the
Debtors. The Trustee's own firm, WALDREP LLP, serves as counsel in
the Chapter 11 case.
Sherwood Partners, Inc. was appointed as sales agent to the Trustee
on Oct. 23, 2019.
CAN B CORP: NYFG Assigns All of its Equity Interest in GGFI
-----------------------------------------------------------
Can B Corp (CANB) entered into an agreement with Green Grow Farms,
Inc. ("GGFI"), New York Farm Group, Inc. ("NYFG"), Steven Apolant,
and Peter Scalise, relating to the Stock Purchase Agreement dated
Dec. 4, 2019, as amended on Jan. 27, 2020, entered into between the
Company, Iconic Brands, Inc., and GGFI.
Pursuant to the Original Agreement, CANB purchased 51% of the
issued and outstanding equity interests of GGFI from ICNB, with
NYFG holding the remaining 49%. In the Original Agreement, GGFI
made certain representations regarding its assets. The Company
discovered that certain assets of GGFI were valued at less than the
amount GGFI had previously represented. In light of the foregoing,
pursuant to the Agreement, NYFG agreed to assign to CANB (i) all of
the equity interests in GGFI held by NYFG and (ii) 1,000,000 shares
of ICNB's common stock. The ICNB shares are subject to a lock up
leak out agreement with ICNB whereby the Company has agreed not to
transfer the ICNB shares until July 1, 2020 and for the six months
thereafter not sell or transfer more than the greater of 3.5% of
ICNB's trading volume or $5,000. Pursuant to the Agreement, CANB
agreed to forgive a loan to Apolise LLC in the amount of $144,310
and to assume the lease liability for 1545 Ocean Ave., Suite 1,
Bohemia, NY 11716. Each party to the Agreement also agreed to
release the other parties thereto from all claims relating to the
Original Agreement and the transactions contemplated thereby.
About Can B Corp
Headquartered in Hicksville New York, Canbiola, Inc. (now known as
Can B Corp) -- http://www.canbiola.com-- develops, produces, and
sells products and delivery devices containing CBD. Cannabidiol
("CBD") is one of nearly 85 naturally occurring compounds
(cannabinoids) found in industrial hemp (it is also contained in
marijuana). The Company's products contain CBD derived from Hemp
and include products such as oils, creams, moisturizers, isolate,
and gel caps. In addition to offering white labeled products,
Canbiola has developed its own line of proprietary products, as
well as seeking synergistic value
through acquisitions of products and brands in the Hemp industry.
Canbiola reported a net loss and comprehensive loss of $4.11
million for the year ended Dec. 31, 2018, following a net loss and
comprehensive loss of $2.14 million for the year ended Dec. 31,
2017. As of Sept. 30, 2019, Canbiola had $6.76 million in total
assets, $282,518 in total liabilities, and $6.48 million in total
stockholders' equity.
BMKR LLP, in Hauppauge, NY, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated April
15, 2019, citing that the Company incurred a net loss of $4,112,277
during the year ended Dec. 31, 2018, and as of that date, had an
accumulated deficit of $18,768,753. The company is in arrears with
certain vendor creditors which, among other things, cause the
balances to become due on demand. The Company is not aware of any
alternate sources of capital to meet such demands, if made. The
auditor said the Company's significant operating losses raise
substantial doubt about its ability to continue as a going concern.
CARDINAL HOMES: $5.8M Sale of All Assets to Kituwah Approved
------------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Cardinal Homes, Inc. and
parent Alouette Holdings, Inc. to sell substantially all assets to
Kituwah, LLC for $5.8 million.
The Asset Purchase Agreement, dated Jan. 2, 2020, and all other
ancillary documents, and all of the terms and conditions thereof,
are approved.
At Closing, the Stalking Horse will pay to the Debtors the sum of
$5.8 million. The Purchase Price will be paid to the Debtors as
follows: (i) an amount in cash equal to $5.5 million, less any
interest accrued on the Kituwah Notes prior to the date that
Cardinal filed its voluntary petition and (ii) an assumption of the
prepetition loans from the Stalking Horse to the Debtors consisting
of a Promissory Note dated Oct. 11, 2019 in the original principal
amount of $250,000 and a Promissory Note dated Nov. 14, 2019 in the
original principal amount of $50,000 plus interest on the Kituwah
Notes to the date that Cardinal filed its voluntary petition.
The Purchase Price will be transferred by wire to Cardinal Homes,
Inc.'s DIP Account, Wells Fargo Account Number XXXXXX3826, and the
Kituwah Notes will be marked satisfied. Nothing contained in the
Order will be construed to constitute an allocation of the Purchase
Price between the Debtors, including, without limitation, the
depositof the proceeds from the Sale into the DIP Account of
Cardinal Homes, Inc., and all parties in interest will retain all
rights with respect to the allocation of the Purchase Price among
the Sale Assets.
In addition, at Closing, the Stalking Horse will pay: (a) its
pro-rated share of thecosts and expenses provided for in Section
3.2 of the Stalking Horse APA; and (b) the Cure Amounts to the
holders of the Assumed Contracts. The Debtors are authorized to
pay at Closing: (a) all sales, use, excise, transfer, ad valorem,
value added, and similar taxes imposed by any governmental
authority in any jurisdiction that are incurred in connection with
the Sale; (b) any ad valorem taxes due from the Debtors for any
prior years; (c) as provided for in Section 3.2 of the Stalking
Horse APA, their post-petition pro-rated share of the costs and
expenses for ad valorem and other taxes, utility charges and
deposits, rents, prepaid expenses, security services and any and
all other expenses relating to the Sale Assets, the Assumed
Contracts or the Assumed Obligations, and any of the foregoing
pre-petition unsecured obligations will betreated in accordance
with the applicable provisions of the Bankruptcy Code; ((1) payment
of SC&H's fees and expenses in accordance with the Order Pursuant
to Sections 327(a) and 328(0) of the Bankruptcy Code Authorizing
the Retention and Employment of SC&H Capital, A Division of SC&H
Group, Inc., as Investment Banker for the Debtors and Debtors in
Possession Nunc Pro Tune to the Petition Dates entered on Jan. 29,
2020 and (e) the repayment of the DIP Loan.
The Debtors will provide a preliminary Settlement Statement to the
Committee and Newtek as soon as feasible prior to Closing. Within
90 days after the Closing, the Stalking Horse will distribute to
the Debtors, the Committee and Newtek the final Settlement
Statement setting forth all receipts and disbursements related to
the Sale. The Debtors, the Committee and Newtek will have 30 days
from the date of receipt of the final Settlement Statement to file
any objection with the Court to any receipts and/or disbursements
related to the Sale. Absent the timely filing of an objection, the
Debtors and the Stalking Horse are authorized to pay the net amount
due under the final Settlement Statement without further Order of
the Court.
In the event that the Carve-Out for the Professionals is not fully
funded by the Debtors prior to the Closing, as projected in the
Budget, the Debtors will pay an amount equal to the unfunded
portion of the Carve-Out for the Professionals from the proceeds of
the Sale at Closing into the trust account maintained for the
benefit of the Professionals at Mechanics Bank.
In the event that a Carve-Out Deficiency exists as of the Closing,
the amount the Debtors pay to the DIP Lender in repayment of the
DIP Loan will be reduced by an amount equal to the Carve-Out
Deficiency, and the DIP Lender will retain the security granted to
it in the Final Order Authorizing the Debtor Cardinal Homes, Inc.
to Obtain Post-Petition, Secured Financing entered on Jan. 3, 2020
and the Final Order Authorizing the Debtor Alouette Holdings, Inc.
to Obtain Post-Petition, Secured Financing entered on Dec. 12, 2019
in Case No. 19-36126.
All net proceeds of the Sale, after the payments authorized will be
deposited into the DIP Account and remain in such account pending
further order of the Court concerning the allocation and
distribution of such net proceeds.
Any amounts payable by the Debtors under the Stalking Horse APA or
any of the documents delivered by the Debtors in connection with
the Stalking Horse APA will be an allowed administrative claim in
an amount equal to such payments with priority over any and all
administrative expense claims, and such claims will not be
discharged, modified or otherwise affected by any reorganization
plan for the Debtors, except by written agreement with the Stalking
Horse or its successors or assigns.
The sale is free and clear of all Adverse Interests, except Assumed
Liabilities expressly assumed under the Stalking Horse APA.
Upon the Closing of the Sale, the Debtors are authorized and
directed to assume and assign the Assumed Contracts to the Stalking
Horse free and clear of all Adverse Interests, as described.
Notwithstanding the possible applicability of Bankruptcy Rules
6004, 6006, 7062, 9014 or otherwise, the terms and conditions of
the Sale Order will be immediately effective and enforceable and
will not he stayed by any applicable statute or rule.
All time periods set forth in this Sale Order will be calculated in
accordance with Bankruptcy Rule 9006(a).
A copy of the APA is available at https://tinyurl.com/savxo7q from
PacerMonitor.com free of charge.
About Cardinal Homes
Cardinal Homes, Inc. -- https://www.cardinalhomes.com/ --
manufactures made-to-order, modular building components for a
growing client list of building contractors engaged in residential
and light commercial construction projects.
Cardinal Homes sought Chapter 11 protection (Bankr. E.D. Va. Case
No. 19-36275) on Dec. 2, 2019 in Richmond, Virginia. In the
petition signed by Bret A. Berneche, CEO, the Debtor listed between
$1 million and $10 million in both assets and liabilities.
Cardinal Homes was formed in 1970 and is a wholly-owned subsidiary
of Alouette Holdings, Inc., a debtor in Chapter 11 Case No.
19-36126-KRH, pending in the U.S. Bankruptcy Court for the Eastern
District of Virginia.
Judge Kevin R. Huennekens is assigned to the case.
Whiteford Taylor & Preston, LLP, is the Debtor's counsel. American
Legal Claim Services, LLC is the Debtor's notice, claims &
balloting agent.
CARMEL MEDICAL: April 2 Plan Confirmation Hearing Set
-----------------------------------------------------
On Feb. 24, 2020, the U.S. Bankruptcy Court for the Southern
District of Indiana, Indianapolis Division, conducted a hearing to
consider the adequacy of disclosure statements filed by Debtor
Carmel Medical Office Building, LLC and CIBM Bank with respect to
proposed chapter 11 plans.
On March 3, 2020, Judge James M. Carr approved the disclosure
statement and established the following dates and deadlines:
* March 31, 2020, is fixed as the last day to file any objection
to confirmation of either of the Plans.
* April 1, 2020, at 12:00 p.m. is fixed as the last day to file
briefs in support of confirmation of either of the Plans and
replies to any objection to confirmation of either of the Plans.
* April 1, 2020, at 12:00 p.m. is the deadline for the Debtor
and CIBM to file their respective certified ballot reports.
* April 2, 2020, at 10:00 a.m. in Room 325, U.S. Courthouse, 46
East Ohio Street, Indianapolis, Indiana 46204 is the hearing to
consider confirmation of each of the Plans.
A full-text copy of the order dated March 3, 2020, is available at
https://tinyurl.com/um87get from PacerMonitor at no charge.
About Carmel Medical Office Building
Carmel Medical Office Building, LLC, is a Single Asset Real Estate
Debtor, as defined in 11 U.S.C. Section 101(51B). The Company owns
in fee simple a real property located at 10601 North Meridian
Street Indianapolis, having a current value of $5.3 million (based
on offer received in 2019).
Carmel Medical Office Building, based in Carmel, IN, filed a
Chapter 11 petition (Bankr. S.D. Ind. Case No. 19-03536) on May 15,
2019. In the petition signed by Zakir H. Khan, president, the
Debtor disclosed $6,125,000 in assets and $6,667,625 in
liabilities. The Hon. James M. Carr oversees the case. Jeffrey M.
Hester, Esq., a partner at Hester Baker Krebs LLC, is the Debtor's
bankruptcy counsel.
CARTONI GROUP: Centennial Bank Objects to Disclosure & Plan
-----------------------------------------------------------
Centennial Bank objects to the Disclosure Statement and
confirmation of the Plan of Reorganization filed by debtor Cartoni
Group, LLC, for these limited reasons:
* The Disclosure Statement and Plan do not clearly state that the
obligations of co-obligors under the Loan Documents will be
modified to conform to the terms of the Plan, which is necessary to
avoid confusion or artificial allegations of default and/or waiver
of default.
* The Disclosure Statement and Plan are silent as to the
enforceability of the Loan Documents to the extent that they are
not inconsistent with the Plan, and Centennial contemplates that
the Loan Documents will, in fact, continue to govern to the extent
not inconsistent with the Plan and Confirmation Order.
* The Disclosure Statement and Plan do not address Centennial's
rights to reimbursement of attorneys' fees and costs in the
approximate current amount of $3,000 for the representation of
Centennial in this Reorganization and related contemplated
activities.
* The Disclosure Statement and Plan create ambiguity regarding
disposition of a 2020/2021 tax escrow that is being collected or
has been collected during the pendency of this Reorganization.
A full-text copy of Centennial's objection to disclosure and plan
dated February 28, 2020, is available at
https://tinyurl.com/sg36co5 from PacerMonitor at no charge.
Attorneys for Centennial:
John A. Anthony, Esq.
Stephenie Biernacki Anthony, Esq.
ANTHONY & PARTNERS, LLC
201 N. Franklin Street, Suite 2800
Tampa, Florida 33602
Telephone: (813) 273-5616
Facsimile: (813) 221-4113
E-mail: janthony@anthonyandpartners.com
santhony@anthonyandpartners.com
About Cartoni Group
Cartoni Group, LLC, is a lessor of real estate in New Port Richey,
Florida. The Company owns in fee simple two properties having an
aggregate current value of $1,425,000.
Cartoni Group sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 19-09576) on Oct. 9, 2019, in Tampa, Florida. In the petition
signed by Richard K. Smith, managing member, the Debtor listed
total assets at $1,499,000 and total liabilities: $1,053,781.
Buddy D. Ford, P.A., is the Debtor's bankruptcy counsel.
CCC LOT 2: Seeks to Employ Kerkman & Dunn as Counsel
----------------------------------------------------
CCC Lot 2, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Wisconsin to employ Kerkman & Dunn as its
legal counsel.
Kerkman & Dunn will render these professional services to the
Debtor:
(a) advise the Debtor of its duties and powers under the
Bankruptcy Code;
(b) advise the Debtor on the conduct of its Chapter 11 case,
including the legal and administrative requirements of operating in
Chapter 11;
(c) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(d) prosecute actions on behalf of the Debtor, defend actions
commenced against each Debtor, and represent each Debtor's
interests in negotiations concerning litigation in which it is
involved;
(e) prepare pleadings;
(f) advise the Debtor in connection with any potential sale of
its assets;
(g) appear before the court;
(h) assist the Debtor in preparing, negotiating and implementing
a bankruptcy plan, and advising the Debtor with respect to any
rejection of a plan and reformulation of a plan, if necessary;
(i) assist the Debtor in state court actions related to
judgments and collection actions initiated by or against the Debtor
that are necessary for an effective reorganization; and
(j) provide other necessary legal services including analyzing
the Debtor's leases and contracts, analyzing the validity of liens
against the Debtor, and advising the Debtor on transactional and
litigation matters.
Kerman & Dunn will be paid at these hourly rates for services
rendered by its professionals:
Jerome R. Kerkman $475
Evan P. Schmit $375
Gregory M. Schreiber $350
Nicholas W. Kerkman $225
Non-attorney paraprofessionals $125
Kerkman & Dunn is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
Kerkman & Dunn may be reached through:
Jerome R. Kerkman
Kerkman & Dunn
839 N. Jefferson St., Suite 400
Milwaukee, WI 53202-3722
Telephone: 414.277.8200
Facsimile: 414.277.0100
Email: jkerkman@kerkmandunn.com
About CCC Lot 2 LLC
CCC Lot 2, LLC is a single asset real estate debtor (as defined in
11 U.S.C. Section 101(51B)).
CCC Lot 2 filed a Chapter 11 petition (Bankr. E.D. Wis. Case No.
20-21035) on Feb. 11, 2020. On Feb. 13, 2020, the case was
transferred to the U.S. Bankruptcy Court for the Western District
of Wisconsin and was assigned a new case number (Case No.
20-10422). At the time of the filing, the Debtor disclosed assets
of between $1 million and $10 million and liabilities of the same
range.
Judge Catherine J. Furay oversees the case. Kerkman & Dunn is the
Debtor's legal counsel.
CEDAR HAVEN: Wants to Move Exclusive Filing Period to May 28
------------------------------------------------------------
Cedar Haven Acquisition, LLC asks the U.S. Bankruptcy Court for the
District of Delaware to extend the exclusive periods during which
only the company may file a chapter 11 plan and solicit acceptances
through May 28 and July 27, 2020, respectively.
The requested extension, if granted, will provide the Debtor and
its advisors the opportunity to close on the Sale of the
Transferred Assets to Allaire Health Care Services, LLC. Once the
sale is concluded, the requested extension will give Debtor ample
time to fully negotiate, confirm and implement the terms of a
chapter 11 plan for the distribution of assets to creditors.
About Cedar Haven Acquisition
Cedar Haven Acquisition, LLC -- https://cedarhaven.healthcare/ --
is a licensed skilled nursing facility located in Lebanon, Pa.,
that offers professionally supervised nursing care and related
medical and health services to persons whose needs are such that
they can only be met in a nursing facility on an inpatient basis
because of age, illness, disease, injury, convalescence or physical
or mental infirmity. It was formed in 2014 through the sale of
Cedar Haven Healthcare Center by the Lebanon County Commissioners
to Cedar Haven.
Cedar Haven Acquisition and its affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 19-11736) on Aug. 2, 2019.
At the time of the filing, Cedar Haven Acquisition estimated assets
of between $1 million and $10 million and liabilities of between
$10 million and $50 million. The cases are assigned to Judge
Christopher S. Sontchi. William E. Chipman Jr., Esq., at Chipman
Brown Cicero & Cole, LLP, represents the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, on Aug. 20 appointed
five creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of Cedar Haven Acquisition, LLC
and its affiliates.
CELLA III: Needs Additional Time to Obtain Plan Acceptances
-----------------------------------------------------------
Cella III, LLC requests the U.S. Bankruptcy Court for the Eastern
District of Louisiana to extend the exclusive period to gain
acceptance of its plan to a date that is sixty days after the
conclusion of its litigation against East Jefferson General
Hospital.
The Debtor is seeking exclusivity extension due to the unresolved
litigation with EJGH, and the need for revisions to its disclosure
statement and plan as a result of recent developments and
progression of the litigation.
The Debtor's bankruptcy case was caused by EJGH's breaches of its
obligations to Debtor as lessee. The Debtor believes that the
recovery from the litigation will avoid expenses creditors will
incur in estimating potential damages and having to speculate
regarding the cost of the litigation and the future of Debtor's
prime tenant. The Debtor claims that the amounts should be
liquidated no later than mid-May, 2020, the scheduled trial date.
About Cella III LLC
Cella III, LLC, a company based in Metairie, La., filed a Chapter
11 petition (Bankr. E.D. La. Case No. 19-11528) on June 5, 2019. In
the petition signed by George A. Cella, III, member and manager,
the Debtor was estimated to have $10 million to $50 million in
assets and $1 million to $10 million in liabilities.
The Hon. Jerry A. Brown oversees the case.
The Debtor tapped Congeni Law Firm, LLC as bankruptcy counsel;
Sternberg, Naccari & White, LLC as special counsel; and Patrick J.
Gros, CPA, APAC as accountant.
CENTER CITY HEALTHCARE: Wants to Move Exclusivity Period to June 24
-------------------------------------------------------------------
Center City Healthcare, LLC and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the period
in which they have the exclusive right to file a chapter 11 plan
through June 24, 2020, and the period in which they have the
exclusive right to solicit acceptances of a plan through Aug. 24,
2020.
The requested extensions, if granted, will provide the Debtors with
the time needed to address open issues and permit the Debtors to
focus on establishing a framework for a viable, consensual plan,
without the distraction of a looming exclusivity deadline.
The Debtors entered the Chapter 11 Cases with two primary
objectives: (i) the orderly closure of Hahnemann University
Hospital; and (ii) the going concern sale of St. Christopher's
Hospital and its related affiliated entities. In the last couple
months, the Debtors have:
(i) sought and obtained entry of several rejection orders
under which the Debtors have rejected burdensome and unnecessary
executory contracts and unexpired leases;
(ii) negotiated with parties in interest to resolve the
Motions to Compel filed by the Ad Hoc Committee and the
Commonwealth of Pennsylvania Department of Health;
(iii) addressed a multitude of creditor and patient inquiries;
(iv) closed the STC Sale;
(v) negotiated settlements of certain significant
administrative claims;
(vi) coordinated efforts with Centurion in connection with the
liquidation sales of medical inventory, equipment, and furniture at
HUH;
(vii) negotiated significant claims and transition issues with
the Master Landlords;
(viii) worked to collect outstanding accounts receivable;
(ix) analyzed potential estate causes of action;
(x) addressed regulatory issues relating to HUH and the wind
down of its operations;
(xi) responded to inquiries regarding certain pending
litigation claims, including personal injury claims;
(xii) prepared a bar date motion; and
(xiii) otherwise attended to tasks required to administer
these Chapter 11 Cases.
The Debtors intend to maintain focus and efficiency in these
Chapter 11 Cases as they work to address open issues, and, after
the filing of a bar date motion, analyze claims asserted against
the estate. Thereafter, the Debtors will work with parties in
interest to formulate a chapter 11 plan or plans.
About Center City Healthcare
d/b/a Hahnemann University Hospital
Center City Healthcare, LLC, is a Delaware limited liability
company that operates Hahnemann University Hospital. Its parent
company is Philadelphia Academic Health System, LLC, which is also
the parent company of St. Christopher's Healthcare, LLC and its
affiliated physician groups.
Center City Healthcare and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-11466) on June 30, 2019. At the time of the filing, the Debtors
were estimated to have assets of between $100 million and $500
million and liabilities of the same range. The cases are assigned
to Judge Kevin Gross.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel;
EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as
investment banker; and Omni Management Group, Inc., as claims and
noticing agent. The Office of the U.S. Trustee appointed a
committee of unsecured creditors on July 15, 2019. The committee
tapped Fox Rothschild LLP as legal counsel; Sills Cummis & Gross
P.C. as co-counsel; and Berkeley Research Group, LLC as financial
advisor.
Suzanne Koenig has been appointed as the patient care ombudsman.
CHAMPION BLDRS: Scott Buying Channel Trailer for $1.5K
------------------------------------------------------
Champion Bldrs., LLC, asks the U.S. Bankruptcy Court for the
District of Kansas to authorize the sale of its personal property,
specifically a 8 x 20 Channel trailer, VIN 1F9FS0372191086, to
Tyson Scott for $1,500.
Pursuant to a Motion and Notice of Intended Sale of Personal
Property, filed on Dec. 12, 2018, the Debtor gave notice of its
sale at public auction by Bud Palmer Auction on Jan. 23, 2019 in
Topeka, Kansas, of the Trailer. At said auction, Scott, appeared
and was the highest bidder for the Trailer.
Bud Palmer has been appointed by the Court as auctioneer for the
estate and sold to Scott the Trailer.
The Debtor asks the Court for a summary Order approving sale of the
Trailer to Scott, for trailer titling purposes, free and clear of
liens and encumbrances of record.
The Purchaser:
Tyson Scot
5400 NW Arroyo Drive
Topeka, KS 66618
About Champion Bldrs.
Champion Bldrs, LLC, based in Topeka, KS, filed a Chapter 11
petition (Bankr. D. Kan. Case No. 18-12175) on Nov. 6, 2018. In
the petition signed by Greg L. Murray, president/manager, the
Debtor disclosed $1,964,150 in assets and $3,411,715 in
liabilities. The Hon. Robert E. Nugent oversees the case. Edward
J. Nazar, Esq., at Hinkle Law Firm LLC, serves as bankruptcy
counsel.
CHAMPION BLDRS: Scott Buying Channel Trailer for $2.1K
------------------------------------------------------
Champion Bldrs., LLC, asks the U.S. Bankruptcy Court for the
District of Kansas to authorize the sale of its personal property,
specifically a 8 x 20 Channel trailer, VIN 1F9FS0372119085, to
Tyson Scott for $2,100.
Pursuant to a Motion and Notice of Intended Sale of Personal
Property, filed on Dec. 12, 2018, the Debtor gave notice of its
sale at public auction by Bud Palmer Auction on Jan. 23, 2019 in
Topeka, Kansas, of the Trailer. At said auction, Scott, appeared
and was the highest bidder for the Trailer.
Bud Palmer has been appointed by the Court as auctioneer for the
estate and sold to Scott the Trailer.
The Debtor asks the Court for a summary Order approving sale of the
Trailer to Scott, for trailer titling purposes, free and clear of
liens and encumbrances of record.
The Purchaser:
Tyson Scot
5400 NW Arroyo Drive
Topeka, KS 66618
About Champion Bldrs.
Champion Bldrs, LLC, based in Topeka, KS, filed a Chapter 11
petition (Bankr. D. Kan. Case No. 18-12175) on Nov. 6, 2018. In
the petition signed by Greg L. Murray, president/manager, the
Debtor disclosed $1,964,150 in assets and $3,411,715 in
liabilities. The Hon. Robert E. Nugent oversees the case. Edward
J. Nazar, Esq., at Hinkle Law Firm LLC, serves as bankruptcy
counsel.
CHARLOTTE RUSSE: Needs Additional Time to Continue Plan Talks
-------------------------------------------------------------
CR Holding Liquidating Inc. and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend the
exclusive periods during which they can file a chapter 11 plan and
solicit acceptances of such plan for approximately 90 days through
and including June 1 and July 27, respectively.
The extensions are sought to continue to negotiate a plan that will
have the support of the Committee and all voting classes.
The Debtors have already conducted and concluded multiple sale
processes -- including the separate sales of the intellectual
property related to each of the "Charlotte Russe" and "Peek"
brands. Subsequently, the Debtors have worked, and continue to work
diligently with the multiple parties, including their remaining
secured creditors, prepetition lenders, and the Committee to
negotiate terms of a plan of liquidation, which the Debtors believe
will provide the framework for the ultimate disposition of these
chapter 11 cases.
Furthermore, since the sales, the Debtors have commenced and
continued working to resolve a large number of actions to avoid and
recover certain preferential or fraudulent transfers.
About Charlotte Russe Holding
Charlotte Russe Holding, Inc., now known as CR Holding Liquidating
Inc., is a specialty fashion retailer of young women's apparel and
accessories comprised of seven entities. The company and its
affiliates are headquartered in San Diego, California and have one
distribution center located in Ontario, California. In addition,
the companies lease office space in Los Angeles, California and San
Francisco, California, where they primarily conduct merchandising,
marketing, e-commerce and technology functions.
The companies sell their merchandise to customers in the contiguous
48 states, Hawaii, and Puerto Rico through their online store and
512 Charlotte Russe brick-and-mortar stores located in various
regional malls, outlet centers, and lifestyle centers. The bulk of
the companies' apparel and accessory products are sold under the
Charlotte Russe brand with ancillary brands for denim and perfume
(Refuge), young women's plus-size apparel (Charlotte Russe Plus),
and cosmetics (Charlotte by Charlotte Russe).
Charlotte Russe Holding and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-10210) on Feb. 3, 2019. At the time of the filing, Charlotte
Russe Holding estimated assets of $100 million to $500 million and
liabilities of $100 million to $500 million.
The cases are assigned to Judge Laurie Selber Silverstein.
The Debtors tapped Bayard, P.A. and Cooley LLP as their bankruptcy
counsel; Guggenheim Securities, LLC as their investment banker; A&G
Realty Partners, LLC as lease disposition consultant and business
broker; Gordon Brothers Retail Partners LLC, Hilco Merchant
Resources LLC and Malfitano Advisors, LLC as liquidation
consultant; and Donlin, Recano & Company, Inc., as claims and
noticing agent.
CONDUENT INC: Fitch Lowers LongTerm IDR to BB-, Outlook Negative
----------------------------------------------------------------
Fitch Ratings downgraded Conduent Incorporated's and Conduent
Business Services, LLC's Long-Term Issuer Default Rating (IDR) by
one notch to 'BB-' from 'BB' with a Negative Outlook. Fitch has
also downgraded the senior secured issue ratings issued by Conduent
Business Services by one notch to 'BB'/'RR1' from 'BB+/'RR1' and
the senior unsecured rating to 'BB-'/'RR4' from 'BB'/'RR4'.
Additionally, Fitch has withdrawn Conduent's ratings for commercial
reasons. Fitch reserves the right in its sole discretion to
withdraw or maintain any rating at any time for any reason it deems
sufficient.
The downgrade and Outlook reflect that while 2019 results were
generally in line with Fitch's expectation at the time of its
downgrade in August, the company's FCF deficit was worse than
expected. Additionally, revenue declines appear to be accelerating
based upon management guidance and Fitch now sees revenue down
about 7% versus 5% previously. As such, Fitch is no longer
expecting revenue to stabilize over the forecast horizon as
previously. Fitch sees about one full point of margin compression
and FCF generation approaching breakeven given increased capex
investment. Conduent does have some flexibility and decent
liquidity although the refinancing of the TLA in December 2022 and
TLB in 2023 loom large.
The ratings were withdrawn with the following reason: For
commercial purposes.
KEY RATING DRIVERS
Accelerating Top-Line Pressure: Revenue declined 17% in 2019, about
5% adjusted for divestitures and 4% at constant currency. According
to the company, declines were driven by lost business and pricing
pressures in contract renewals in both the commercial and
government segments, and declining customer care volumes in the
commercial business, only partially offset by new business in
transportation. Results were generally in line with prior guidance
ranges and Fitch's expectation at the time of its downgrade in
August 2019. However, Conduent has guided to adjusted revenue
declines of between 6% and 8% at constant currency. While it
appears the company did not make progress on selling divestible
assets, there is further risk of structural declines beyond 2021.
As such, Fitch now expects constant revenue declines to be in the
mid- to low-single digit range annually over the forecast horizon.
Margin Compression: By Fitch's measure, Conduent's operating EBITDA
contracted by about one full point in 2019. The company noted that
adjusted EBITDA declined 40bps to a full year margin of 11.1% when
accounting for divestitures with the remaining business margin
compression driven by lower revenue and only partially offset by
restructuring and cost savings in IT, facilities and corporate
overhead. The company is guiding to adjusted EBITDA margin of
10.5%-11.5% in 2020. Fitch assumes the lower end of guidance with
further 50bps of compression going forward on the assumption of
lower revenues and loss of operating leverage only partially offset
by cost saving initiatives.
Worsening FCF Profile: Conduent's adjusted FCF in 2019 (which
excludes $118 million in Texas settlement payments) was $161
million worse than fully year 2018 due to lower EBITDA and
transition service agreement payments. At the midpoint of 2020
guidance, adjusted FCF is about $80 million or about $(40) million
without adding back the final $118 million settlement payment made
in January. Fitch now expects Conduent's FCF to be break even or
modestly positive in 2021 and beyond due to revenue and margin
pressure in addition to incremental capex investment and
restructuring payments although with risk for further downside.
Fitch had previously expected FCF to stabilize in 2020 and while
Conduent has some flexibility and good liquidity, sees the risk for
further sustained FCF deficits over the rating horizon.
Leverage and Capital Allocation Priorities: Conduent's earlier
disposition proceeds use for debt reduction along with term loan
amortization has seen its debt balance reduced by approximately
$575 million over the past six quarters. Management continues to
target net leverage (by its calculation) of 1.5x-2.0x although it
finished the year above its prior guidance of below 2.0x.
Fitch-calculated gross leverage was 2.9x at Dec. 31, 2019, below
Fitch's positive rating sensitivity. However, given margin
pressures, Fitch now expects Conduent's leverage to increase to
about 3.6x by YE 2020. Conduent has said it continues to evaluate
M&A opportunities balancing with organic investments which are now
trending higher from Fitch's earlier capex of 3% of revenue
assumption and approaching 5%, which in conjunction with the
anticipated FCF deficit for the year will leave little room for
both M&A and further debt reduction.
ESG - Governance: Conduent has an ESG Relevance Score of 4 for
Management Strategy due to the weak implementation of management's
strategy to stabilize revenue of its core business, and is relevant
to the rating in conjunction with other factors. Conduent has an
ESG Relevance Score of 4 for Governance Structure due to the fact
that while the Board of Directors is independent, three including
the chairman are appointed by two investors both of which have a
history of activism, and is relevant to the rating in conjunction
with other factors.
DERIVATION SUMMARY
Conduent among the larger business process services-focused
providers and has sizable market share in some segments it serves.
It competes with a range of large-scale service and technology
providers, other business process outsourcing providers,
industry-specific providers as well as clients' in-house functions.
Conduent's is positioned favorably relative to comparably rated
technology peers within Fitch's coverage universe by some measures.
Conduent is of a larger scale than 'BB' rated tech peers; however,
its growth profile is significantly weaker as a result of strategic
contract actions in addition to core business challenges. The
company has modestly lower leverage than its broad technology peers
but lower profitability and FCF margin. Conduent compares weakly to
large multinational service providers that are substantially larger
and have much broader service offerings, many of which have a
greater technology component, and accordingly are rated
meaningfully higher including Accenture (A+), Hewlett Packard
Enterprise (BBB+) and DXC Technology (BBB+).
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Full year 2020 revenue of approximately $4.1 billion
representing a 7% constant currency decline at the midpoint of
management's guidance; 5% decline in 2021 and lower-single digit
annually thereafter.
-- Approximately 50bps of margin compression in 2020 and 50bps in
2021 with operating leverage only partially offset by cost savings
initiative.--Cash payments related to Texas settlement of $118
million in 2020; cash taxes of $60 million in 2020, in line with
guidance; base capex 5% of revenue + assumed $75 million
incremental in 2020 and 2021; $10 million preferred dividend
payment.
-- No M&A share repurchases assumed; further divestitures
incremental to current assumptions.
RATING SENSITIVITIES
Rating Sensitivities are no longer relevant given the rating
withdrawals.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Conduent had $496 million of cash and cash
equivalents at Dec. 31, 2019, a $260 million reduction since the
end of 2018. Approximately $9 million in cash is restricted.
Conduent's $750 million revolving credit facility is undrawn;
however, its availability is $667 million. Fitch expects Conduent
will have a FCF deficit of approximately $60 million in 2020.
Debt Structure: Conduent faces significant maturities beginning
with its TLA in December 2021 and its TLB maturing in December
2023. Based upon Conduent's current operating performance
trajectory, Fitch is concerned the company could face difficulty
refinancing its capital structure absent a material turnaround.
ESG CONSIDERATIONS
Conduent has an ESG Relevance Score of 4 for Management Strategy
due to the weak implementation of management's strategy to
stabilize revenue of its core business, and is relevant to the
rating in conjunction with other factors.
Conduent has an ESG Relevance Score of 4 for Governance Structure
due to the fact that while the Board of Directors is independent,
three including the chairman are appointed by two investors both of
which have a history of activism, and is relevant to the rating in
conjunction with other factors.
CORSI CAB: Kahati Buying Sincere's NYC Taxi Medallions for $433K
----------------------------------------------------------------
Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York will convene a hearing on March 24,
2020 at 11:00 a.m. to consider Corsi Cab Corp., Anba Taxi, Inc.,
and Sincere Cab Corp.' sale a single Mini-Fleet of three New York
City Taxi Medallions belonging to Sincere Cab identified as: (i)
Medallion # IP30, being sold with a 2013 Ford C-Max Hybrid vehicle,
(ii) Medallion # IP34, being sold with a 2013 Ford C-Max Hybrid
vehicle, and (iii) Medallion # IP35, being sold with a 2013 Ford
C-Max Hybrid vehicle to Ofir Kahati or two entities that he formed,
for $410,000, plus a buyer's premium of 6% or $23,400, free and
clear of all interests.
The objection deadline is March 17, 2020.
The Debtors operate three related businesses at 544 Howard Avenue,
1A, Staten Island, NY 10301 that together own seven taxi
medallions. Taxi Medallion Loan Trust III holds the security
interest in the medallions.
By order dated Jan. 28, 2020, the Court authorized the Debtors to
sell the Assets. Maltz Auctions, Inc. scheduled an auction sale
for Jan. 29, 2019 and proceeded with marketing the Assets for sale.
On Jan. 29, 2020, Maltz proceeded with the auction sale of the
Assets. There were several registered bidders at the auction
sale.
After spirited bidding, Ofir Kahati was the highest and best bidder
at $410,000, plus a buyer's premium of 6% or $23,400. After the
auction, Ofir Kahati signed a Memorandum of Sale, and the Terms and
Conditions of Sale. The Debtors have been advised that Ofir Kahati
has formed two entities to take title to the Assets, JK Taxi
Holding, LLC which will buy medallions #s 1P34 and 1P3 5, and Java
Taxi Holding, LLC which will buy medallion #1P30. Ofir Kahati will
obtain the necessary approvals from the NYC Taxi & Limousine
Commission for the transfer of the Assets. The Debtors will sign
any papers necessary to obtain those approvals.
The Debtors ask that the Court confirms the sale so that there will
be no issues with the City. They also ask that they be authorized
to pay the lien held by Medallion on the Assets either at the
closing or within 10 days of the closing. Paying the proceeds to
Medallion will greatly reduce the amount owed by the Debtors and
allow the Debtors to propose a plan to pay any balance to Medallion
as well as their other creditors.
The Debtors will still own four medallions after the closing and
there will be substantial equity in those medallions once the
proceeds from the sale are paid to Medallion. They submit that
paying the proceeds to Medallion is in the best interests of their
estates.
A copy of the Memorandum of Sale is available at
https://tinyurl.com/u8xufay from PacerMonitor.com free of charge.
About Corsi Cab Corp.
Corsi Cab Corp. and its affiliates operate 3 related businesses at
544 Howard Avenue, 1A Staten Island, NY 10301 that together own 7
taxi medallions.
Corsi Cab Corp., Anba Taxi, Inc., and Sincere Cab Corp. filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Lead Case No. 18-47204) on Dec. 18, 2018.
The Debtors are represented by Bruce Weiner, Esq., of Rosenberg
Musso & Weiner LLP.
In the petitions signed by Morsi A. Abdou, president and
shareholder, Corsi Cab estimated both assets and liabilities of
less than $500,000; and both Anba Taxi and Sincere Cab estimated
less than $1 million in assets and less than $500,000 in
liabilities.
On Oct. 29, 2019, the Court appointed Maltz Auctions, Inc. as
auctioneer.
COUNTRYSIDE PROPERTY: Wants to Move Exclusivity Period to April 24
------------------------------------------------------------------
Countryside Property Maintenance, LLC asks the U.S. Bankruptcy
Court for the Southern District of Florida to extend the
exclusivity period to file a Chapter 11 plan to April 24, 2020, and
the period to solicit acceptances for the plan to June 23, 2020.
Countryside Property is currently prosecuting before the Court a
contested matter against Econosweep Maintenance and Service, Inc.
and Nathan D. Spaulding. The contested matter is set for final
prehearing conference on March 5, 2020, at which time the Court
intends to schedule the contested matter for evidentiary hearing,
tentatively during the week of March 16. Countryside Property said
that resolution of the contested matter is critical to the drafting
of its eventual plan of reorganization.
About Countryside Property Maintenance
Countryside Property Maintenance, LLC is a commercial property
maintenance company in Florida. It provides parking lot sweeping,
pressure cleaning and porter services.
Countryside Property Maintenance filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 19-15633) on April 29, 2019. In the
petition signed by Larry Healy, manager, the Debtor estimated $1
million to $10 million in both assets and liabilities.
The Hon. Robert A. Mark oversees the case. Bradley S. Shraiberg,
Esq., at Shraiberg Landau & Page, P.A., is the Debtor's bankruptcy
counsel.
No committee of unsecured creditors has been appointed in the
Debtor's case.
DECLARATION BREWING: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The Office of the U.S. Trustee on March 9, 2020, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Declaration Brewing
Company, Inc.
About Declaration Brewing Company
Declaration Brewing Company, Inc. is a restaurant and brewery with
significant local distribution and following.
Declaration Brewing Company, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-10221) on
Jan. 13, 2020, listing under $1 million in both assets and
liabilities. The Debtor tapped Devon Barclay, PC as its legal
counsel, and Dennis & Company, P.C. as its accountant.
DELOREAN SERVICE: Court Confirms Plan of Reorganization
-------------------------------------------------------
On Jan. 17, 2020, debtor DeLorean Service Northwest, LLC, filed
with the U.S. Bankruptcy Court for the Western District of
Washington, at Seattle, a Chapter 11 Plan and Disclosure
Statement.
The Court determined that the requirements for final approval of
the disclosure statement have been satisfied, the requirements for
confirmation of the plan have been satisfied; and no objections to
confirmation of the Plan of Reorganization or the adequacy of the
Disclosure Statement is filed.
On Feb. 28, 2020, Judge Christopher M. Alston ordered that the
Disclosure Statement filed by the Debtor is finally approved and
the plan is confirmed.
A full-text copy of the order dated Feb. 28, 2020, is available at
https://tinyurl.com/vlz9s7c from PacerMonitor at no charge.
The Debtor is represented by:
Vortman & Feinstein
929 108th Ave NE, Suite 1200
Bellevue, WA 98004
Tel: 206-223-9595
Fax: 206-386-5355
About DeLorean Service Northwest
Based in Redmond, Washington, DeLorean Service Northwest, LLC, is a
small business specializing in the restoration, service, support,
and maintenance of DeLorean Motor Cars and other classic exotic
cars. In recent years, the company has also facilitated the sale of
DeLoreans to members of the community. The company was founded by
Peter "Toby" and Maura Peterson in 2007.
DeLorean Service Northwest sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Wash. Case No. 19-11211) on April
2, 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. The case has been assigned to Judge Christopher M.
Alston. Vortman & Feinstein is serving as the Debtor's legal
counsel.
DIOCESE OF HARRISBURG: Tort Claimants' Committee Appointed
----------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed a committee to
represent tort claimants in the Chapter 11 case of the Roman
Catholic Diocese of Harrisburg.
The committee members are:
1. Lara Fortney-McKeever
2. Mark J. Padula, Jr.
3. Patrick Duggan
About Roman Catholic Diocese of Harrisburg
Roman Catholic Diocese of Harrisburg sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No.
20-00599) on Feb. 19, 2020. At the time of the filing, the Debtor
had estimated assets of between $1 million and $10 million and
liabilities of between $50 million and $100 million. Judge Henry
W. Van Eck oversees the case. The Debtor tapped Waller Lansden
Dortch & Davis, LLP as its legal counsel, and Epiq Corporate
Restructuring, LLC as its claims and noticing agent.
DIOCESE OF HARRISBURG: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
The Office of the U.S. Trustee on March 9, 2020, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Roman Catholic Diocese of
Harrisburg.
About Roman Catholic Diocese of Harrisburg
Roman Catholic Diocese of Harrisburg sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No.
20-00599) on Feb. 19, 2020. At the time of the filing, the Debtor
had estimated assets of between $1 million and $10 million and
liabilities of between $50 million and $100 million. Judge Henry
W. Van Eck oversees the case. The Debtor tapped Waller Lansden
Dortch & Davis, LLP as its legal counsel, and Epiq Corporate
Restructuring, LLC as its claims and noticing agent.
DLS CARGO: 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
DLS Cargo, Inc., according to court dockets.
About DLS Cargo Inc.
DLS Cargo, Inc., a Miami-based company that arranges transportation
of freight and cargo, filed a voluntary petition under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-11596) on Feb.
5, 2020. At the time of the filing, the Debtor had estimated
assets of between $500,001 and $1 million and liabilities of
between $100,001 and $500,000. Judge A. Jay Cristol oversees the
case. Maloy Law Group, LLC, is the Debtor's legal counsel.
DOMINION GROUP: $1.5M From Exit Lender to Fund Plan
---------------------------------------------------
Debtors Dominion Group, LLC and Cape Quarry LLC filed with the U.S.
Bankruptcy Court for the Eastern District of Louisiana a Joint
Chapter 11 Plan of Reorganization and a Disclosure Statement on
Feb. 28, 2020.
The Debtors believe they have an investor who is willing to lend to
the Debtors at least $1,500,000 to fund the Plan. The Debtors and
the Exit Lender have reached an agreement wherein Exit Lender will
lend to the Debtors the sum of $1,500,000 on the Effective Date of
a Plan. Exit Lender, in exchange for the loan, will receive
payments and interests. The Exit Fund will provide the Debtors
with cash to pay administrative claims on the Effective Date, pay
down the allowed secured claim of Ed Milner and provide working
capital for the Debtors.
The Plan is premised on the Debtors' changing their method of
operation and selling rock and other materials FOB Missouri, as
opposed to FOB Baton Rouge or some other location. The Debtors'
exit from the shipping and barging business will reduce their need
for operating cash. In addition, the Debtors will no longer sell
property on a pay when paid basis.
The Debtors elected to seek Chapter 11 protection to provide
Debtors an opportunity to restructure their operations and to
restructure their debt. The Debtors' concept of being vertically
integrated to mine rock and then ship the rock downriver required
capital that the Debtors lacked. The filings allow the Debtors to
pare down their operations to pure rock mining with all sales being
FOB Jackson, Missouri. The change in business philosophy and
methodology will allow the Debtors to operate with reduced capital
needs and allow for a slow and steady income stream to pay
creditors.
It is believed that these filings would also afford Debtors with
time to obtain additional capital, exit Chapter 11 and have
sufficient liquidity to fund operations and make plan payments.
Such reorganization would allow Debtors to realize the true value
of the Quarry reserves, which would provide optimum benefit to all
creditors and constituents with an interest in Debtors' success.
In the event the Court does not confirm the Debtors' Payment Plan,
the Debtors will sell their assets to the highest bidder.
The Holders of Cape Quarry Unsecured Claims will receive their
pro-rata share of the Cape Quarry Fund. The Debtors shall pay into
the Cape Quarry Fund the sum of $50,000 every six months. The
first payment shall be made on the sixth month anniversary of the
Effective Date with a payment of $50,000 every six months
thereafter. The Debtors will distribute the Cape Quarry Fund to
the holders of such claims on the first, second and third
anniversaries of the Effective Date.
The Holders of Dominion Unsecured Claims will receive their
pro-rata share of the Dominion Fund. The Debtors will pay into the
Dominion Fund $100,000 on the first, second, third and fourth
anniversaries of the Effective Date. On the fifth anniversary of
the Effective Date, the Debtors shall pay $600,000 into the
Dominion Fund. The Debtors shall distribute to the holders of the
Dominion Unsecured Claims their pro rata share of the fund within
60 days of the deposit being paid into the fund.
The Holders of equity interests in Cape Quarry will have their
interests diluted. Thirty percent of the Equity Interests in Cape
Quarry will be distributed to Edward Milner subject to two-thirds
of such interest being redeemed by Cape Quarry upon the Milner
Class 3 Claim being paid in full. The redemption price will be
$100,000.00.
The Holders of Equity Interests in Dominion shall retain their
equity interests.
There are five principal sources of payments by which the Plan will
be funded. The sources are the Exit Loan; Operations of the
Debtors; the Cline Settlement; funds in the DIP Account; and
recoveries from any retained causes of action.
A full-text copy of the Disclosure Statement on Feb. 28, 2020, is
available at https://tinyurl.com/tengrf2 from PacerMonitor at no
charge.
Attorneys for Debtors:
Douglas S. Draper
Leslie A. Collins
Greta M. Brouphy
Heller, Draper, Patrick, Horn & Manthey, LLC
650 Poydras Street, Suite 2500
New Orleans, LA 70130-6103
Tel: (504) 299-3300
Fax: (504) 299-3399
E-mail: ddraper@hellerdraper.com
E-mail: lcollins@hellerdraper.com
E-mail: gbrouphy@helldraper.com
About Dominion Group
Dominion Group -- https://www.dominiongp.com/ -- is a turn-key bulk
materials producer and provider, which operates marine terminals
and provides transportation and logistics support serving
businesses on the Mississippi River and Gulf Coast. Cape Quarry, a
wholly-owned subsidiary of Dominion, owns and operates a limestone
quarry in Cape Girardeau County, Mo.
Dominion Group, LLC, based in Baton Rouge, La., and Cape Quarry
sought Chapter 11 protection (Bankr. E.D. La. Lead Case
No.19-12366) on Sept. 3, 2019. In the petitions signed by Joe
William Cline, III, manager, Dominion Group was estimated to have
assets and liabilities of $1 million to $10 million; and Cape
Quarry LLC was estimated assets of $10 million to $50 million and
estimated liabilities of $1 million to $10 million.
Judge Jerry A. Brown oversees the cases.
The Debtors hired Adams & Reese LLP as counsel; Chiron Advisory
Services LLC as financial advisor; and Chiron Financial LLC as
investment banker.
The U.S. Trustee for Region 5 appointed a committee of unsecured
creditors in the Chapter 11 case of Dominion Group LLC's affiliate
Cape Quarry, LLC on Oct. 29, 2019. The committee is represented
Simon, Pergaine, Smith & Redfearn, LLP.
DOMINION GROUP: CF Buying Equipment for $500K
---------------------------------------------
Dominion Group, LLC, and Cape Quarry, LLC, asks the U.S. Bankruptcy
Court for the Eastern District of Louisiana to authorize the sale
of the following equipment to CF, LLC for $500,000: (a) Dominion
Group's (i) CAT D-6N LGP Dozer, PBA02825; (ii) CAT D-6N LGP Dozer,
PBA02777; (iii) CAT 336 FL Excavator, RKB00984; (iv) CAT 336 FL
Excavator, RKB01328; and (v) CAT 349 F Excavator, HPD00446; and (b)
Cape Quarry's (i) 1996 Cat Quarry Truck, # 7XJ00299; (ii) 1994 Cat
Quarry Truck, # 7XJ00144; (iii) 1994 Cat Quarry Truck, # 8AS00249;
and (iv) 2002 Remco VSI Crusher, 85S0702-201.
The Debtors entered into the Consent Order Granting Adequate
Protection with Celtic Capital Corp. Celtic is the holder of a
Term Note (as amended) executed by the Debtors, with such Term Note
secured by certain equipment owned by the Debtors. The Celtic
Order provides that the Debtors are to auction, no later than March
1, 2020, the Sale Assets.
In summary, the Asset Purchase Agreement provides for the sale of
the Sale Assets to CF for the aggregate purchase price of $500,000
at the closing by wire transfer of immediately available funds. CF
needs the equipment by March 1, 2020, and the parties anticipate a
closing within five days after the entry of the order approving the
Motion.
The condition of the Sale Assets is to be sold is "As Is," and
without any warranty of merchant, ability or fitness for a
particular purpose.
The Sale Assets are subject to a security interest in favor Celtic.
Celtic has agreed to relinquish any and all liens or encumbrances
on the Sales Assets as stated in the Asset Purchase Agreement.
Further, the Debtors agree to pay 100% of all the proceeds of the
sale of the equipment under the terms of the Asset Purchase
Agreement to Celtic.
The Debtors ask that the Sale Assets are sold free and clear of all
liens, claims, encumbrances and other interests in favor of Celtic
with all the proceeds of the sale paid to Celtic.
Finally, the Debtors ask that the Court directs that the order
approving the Motion will not be automatically stayed for 14 days
so the sale can take place.
A copy of the Exhibit A is available at https://tinyurl.com/unysfwd
from PacerMonitor.com free of charge.
The Purchaser:
CF, LLC
3091 Highway 104
Opelousas, LA 70570
Attn: Codi Fortier
Telephone: (537) 30-6999
E-mail: Cody@Rigidconstructors.com
About Dominion Group
Dominion Group -- https://www.dominiongp.com/ -- is a turn-key bulk
materials producer and provider, which operates marine terminals
and provides transportation and logistics support serving
businesses on the Mississippi River and Gulf Coast. Cape Quarry, a
wholly-owned subsidiary of Dominion, owns and operates a limestone
quarry in Cape Girardeau County, Missouri.
Dominion Group, LLC, based in Baton Rouge, LA, and its
debtor-affiliates sought Chapter 11 protection (Bankr. E.D. La.
Lead Case No. 19-12366) on Sept. 3, 2019. In the petition signed
by Joe William Cline, III, manager, Dominion Group was estimated to
have assets and liabilities of $1 million to $10 million; and Cape
Quarry LLC was estimated assets of $10 million to $50 million and
estimated liabilities of $1 million to $10 million.
The Hon. Jerry A. Brown oversees the case.
The Debtors hireds ADAMS & REESE LLP as counsel; CHIRON ADVISORY
SERVICES LLC as financial advisor; and CHIRON FINANCIAL LLC as
investment banker.
DOUBLE L FARMS: Seeks to Hire EXp Realty as Real Estate Broker
--------------------------------------------------------------
Double L Farms, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Idaho to employ eXp Realty and the firm's real
estate broker, James Billman, to sell its real properties in
Jefferson County, Idaho.
Mr. Billman will be compensated at 6 percent of the purchase price
in the event a real estate transaction is closed.
Mr. Billman disclosed in court filings that he represents no
interest adverse to the Debtor and its bankruptcy estate in the
matters upon which he is to be engaged.
About Double L Farms
Double L Farms, Inc.'s farm operation consists of 3,200 acres in
Eastern Idaho. It owns approximately 1,777 acres and leases the
difference. The farm ground is located primarily in Roberts and
Rigby, Idaho. Double L operates a dairy, raises beef cattle, and
grows potatoes, barley, wheat, corn and hay.
Double L Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Idaho Case No. 18-40910) on Oct. 9, 2018. In the
petition signed by Jared Keith Lewis, president, the Debtor was
estimated to have assets of $1 million to $10 million and
liabilities of $10 million to $50 million. Judge Joseph M. Meier
is the presiding judge. The Debtor tapped Maynes Taggart PLLC as
its legal counsel.
ELK CITY LODGING: Allowed to Use Cash Collateral on Final Basis
---------------------------------------------------------------
Judge Sarah A. Hall of the U.S. Bankruptcy Court for the Western
District of Oklahoma authorized Elk City Lodging, LLC to use cash
collateral, and to collect and receive all cash funds through July
31, 2020, subject to the protections and consideration described in
the Final Order.
Celtic Bank is granted valid, binding, enforceable, and perfected
liens co-extensive with its pre-petition liens in all property and
assets of the Debtor. Celtic Bank, moreover, is granted
replacement liens and security interests, coextensive with its
prepetition liens, as adequate protection for the diminution in the
value of its interests.
The Debtor and Celtic Bank have stipulated that the hotel and the
property upon which it sits will be listed for sale by a Commercial
Real Estate/Broker agreed upon by the parties.
About Elk City Lodging
Elk City Lodging, LLC, d/b/a Comfort Inn & Suites, is a privately
held company in Elk City, Oklahoma, that operates in the hotel and
lodging industry.
Elk City Lodging filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Okla. Case No. 19-13945) on Sept. 26, 2019 in Oklahoma City,
Oklahoma. In the petition signed by CEO Kumar Khemlani, the Debtor
was estimated to have both assets and liabilities at $1 million to
$10 million. Judge Sarah A. Hall is assigned the case. JOYCE W.
LINDAUER ATTORNEY, PLLC, is the Debtor's counsel.
ENGINEERED INVESTMENTS: 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 Engineered Investments, LLC.
About Engineered Investments
Based in Stone Mountain, Ga., Engineered Investments, LLC, filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ga. Case No. 20-61777) on Jan. 31, 2020, listing under $1
million in both assets and liabilities. Judge James R. Sacca
oversees the case. Kenneth Mitchell, Esq., at Giddens, Mitchell &
Associates, P.C., is the Debtor's legal counsel.
EQUITRANS MIDSTREAM: Fitch Withdraws B+ IDR on Debt Termination
---------------------------------------------------------------
Fitch Ratings affirmed and withdrawn the Long-Term Issuer Default
Rating of Equitrans Midstream Corporation at 'B+'. No other ratings
are affected by this action. The rating on the senior secured term
loan was previously withdrawn upon repayment and termination of the
loan.
Fitch is withdrawing ETRN's rating as publishing the rating is no
longer considered by Fitch to be necessary due to the repayment of
all third-party debt, which was previously issued and outstanding
by ETRN. The source of funds to repay the ETRN term loan was an
intercompany loan from EQM Midstream Partners, LP (EQM,
BB/Negative) to ETRN, which, in turn, EQM obtained from a draw on
its revolving credit facility.
The rating is being withdrawn with the following reason:
All debt, including revolver and term loan, has been prepaid and
terminated.
KEY RATING DRIVERS
Prior to the repayment and termination of the term loan, ETRN's
rating had a Negative Outlook and its Long-Term Issuer Default
Rating (IDR) was 'B+'. The senior secured rating was 'B-'/'RR6'.
Fitch is withdrawing the rating of ETRN following the termination
of all debt at ETRN. Accordingly, Fitch will no longer provide
ratings for ETRN.
DERIVATION SUMMARY
Not relevant given the rating withdrawal.
RATING SENSITIVITIES
Rating sensitivities do not apply given the ratings withdrawal.
LIQUIDITY AND DEBT STRUCTURE
All debt have been prepaid and terminated.
PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS
The rating was explicitly linked to EQM Midstream Partners, LP.
ESG CONSIDERATIONS
None
ERACE INC: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
Erace, Inc., according to court dockets.
About Erace Inc.
Erace, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 20-11459) on Feb. 1, 2020. At the
time of the filing, the Debtor disclosed assets of between $50,000
and $100,000 and liabilities of the same range. Judge Paul G.
Hyman, Jr. oversees the case. The Debtor is represented by Michael
D. Seese, Esq., at Seese, P.A.
FIORES MOTORS: Seeks to Extend Confirmation Deadline to May 25
--------------------------------------------------------------
Fiores Motors, LLC asked the U.S. Bankruptcy Court for the Western
District of Pennsylvania for a 90-day extension of the Confirmation
Deadline through May 25 in order to maintain its exclusive right to
prosecute its plan.
Fiores Motors filed an amended plan of reorganization and
disclosure statement on Feb. 15. The disclosure statement hearing
related to the Amended Plan has not yet been scheduled. The company
expects a confirmation hearing to be held on the Amended Plan by
not later than early May 2020.
About Fiores Motors
Fiores Motors, LLC, filed as a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)). Fiores Motors sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa.
Case No. 19-22212) on May 31, 2019. At the time of the filing, the
Debtor estimated assets of between $1 million and $10 million and
liabilities of the same range. The case is assigned to Judge
Thomas P. Agresti. Gary W. Short, Esq., is the Debtor's counsel.
FIZZ & BUBBLE: Wants to Move Exclusivity Period Through May 4
-------------------------------------------------------------
Fizz & Bubble, LLC asks the U.S. Bankruptcy Court for the District
of Oregon to extend (a) the deadline to file the Disclosure
Statement and Plan by sixty days or through May 4, 2020 and (b) the
exclusive periods during which it can file a chapter 11 plan and
solicit acceptances of such plan for approximately sixty days or
through May 4 and June 1, respectively.
The Debtor has been working with its counsel and other
professionals to consider and analyze a number of alternative Plan
structures and sources of funding. However, much of this work and
analysis will depend on further orders, debt and/or equity
financing, sales, and other events which will occur after the
expiration of the exclusivity period.
About Fizz & Bubble
Fizz & Bubble, LLC -- https://fizzandbubble.com/ -- is a toiletries
wholesaler based in Wilsonville, Oregon offering an array of
luxurious bath and shower treats. The company's products include
bath fizzies, bubble bath cupcakes, bubble bath elixirs, bath
truffles, bath melts, shower steamers, body scrubs, whipped soaps,
body frosting lotions, face mask frostings, and lip scrubs.
Fizz & Bubble filed for Chapter 11 bankruptcy protection (Bankr. D.
Ore. Case No. 19-34092) on Nov. 4, 2019. In the petition signed by
Kimberly Ann Mitchell, sole member and chief creative officer, the
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities. The Hon. Trish M. Brown oversees the case.
The Debtor is represented by Douglas R. Ricks, Esq., at Vanden Bos
& Chapman, LLP.
FLEXI-VAN LEASING: Moody's Withdraws Caa1 CFR on AIM Merger Deal
----------------------------------------------------------------
Moody's Investors Service withdrew all ratings of intermodal
chassis provider Flexi-Van Leasing, Inc., including the Caa1
Corporate Family Rating and the Caa1-PD Probability of Default
Rating. This rating action follows the completion of the merger
between Flexi-Van and American Intermodal Management and the
repayment of the senior secured second lien notes.
RATINGS RATIONALE
Following the completion of the merger between Flexi-Van and AIM,
the aggregate principal amount of the company's senior secured
second lien notes due 2023 has been repaid in full. Consequently,
Moody's has withdrawn all ratings of Flexi-Van.
The following ratings were withdrawn:
Issuer: Flexi-Van Leasing, Inc.
Corporate Family Rating, Withdrawn , previously rated Caa1
Probability of Default Rating, Withdrawn , previously rated
Caa1-PD
Outlook, Changed To Ratings Withdrawn From Negative
Flexi-Van Leasing, Inc., headquartered in Kenilworth, NJ, is one of
three main providers of chassis rental equipment to the intermodal
transportation industry in North America, with a total chassis
fleet of approximately 108,000 units at over 40 locations in marine
ports and commercial centers.
FORESIGHT ENERGY: Files for Chapter 11 After Deal With Lenders
--------------------------------------------------------------
Foresight Energy LP, and its general partner Foresight Energy GP
LLC (OTCQX: FELPU), announced on March 10, 2020, that Foresight
Energy and all of its subsidiaries entered into a Restructuring
Support Agreement with ad hoc lender groups holding more than 73%
of the approximately $1.4 billion in claims under each of the
Partnership's first lien credit agreement and second lien notes.
To implement the RSA, Foresight Energy filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the Eastern District of Missouri on
March 10.
Voluntary petitions have also been filed for all of the
Partnership's subsidiaries, including those operating the
Williamson, Sugar Camp, Hillsboro operations, and the Sitran River
Terminal.
New Financing and RSA Terms
The Partnership intends to finance its operations throughout
Chapter 11 with cash on hand and access to a $100 million new money
debtor-in-possession financing facility, subject to Bankruptcy
Court approval. Lenders party to the RSA have committed to provide
the full amount of the DIP Facility. The proceeds of the DIP
Facility will be used to support ordinary course operations and
payments to employees and suppliers throughout the restructuring
process.
The RSA contemplates that substantially all of the Partnership's
prepetition funded debt will be equitized. In turn, the RSA
authorizes providing a reorganized Foresight Energy with a $225
million exit financing facility backstopped by the lenders party to
the RSA. The Exit Facility is anticipated to provide a reorganized
Foresight Energy with funds sufficient to repay the DIP Facility
and retain cash on hand to perform in the ordinary course of
business upon emergence from its Chapter 11 Cases. The RSA further
contemplates that Mr. Robert D. Moore will continue to be Chairman
of the Board of a reorganized Foresight Energy. The Partnership
has agreed to comply with certain milestones related to
implementing its Chapter 11 plan and related restructuring process
under the DIP Facility and RSA.
Mr. Moore said, "We appreciate the support of our lenders, many of
whom have been invested with the Partnership for a long time. As we
enter this process, I am confident the DIP Facility provides the
Partnership with adequate liquidity to get payments to our valued
trade partners and continue operating in the normal course of
business without any anticipated impact to production levels."
The Partnership has filed first day motions with the Bankruptcy
Court that when granted will enable day-to-day operations to
continue uninterrupted.
Financial Position
According to court filings, Foresight generated total consolidated
operating revenues of approximately $842 million for the fiscal
year ending Dec. 2019. These amounts were based in large part off
of selling approximately 19.7 million tons of coal, which sold for
an average of approximately $42 per ton, depending on coal quality,
production costs, and transportation costs. Supporting this
revenue, Foresight maintains approximately $2.2 billion in total
consolidated assets as of the Petition Date. The assets are
primarily spread across its four mining complexes and the Sitran
Terminal, with Foresight owning approximately $1.9 billion in
mining and transportation property, equipment, and supplies, and
approximately 2.1 billion in proven and probable coal reserves.
As of the Petition Date, Foresight has approximately $1.33 billion
in total secured debt obligations, consisting of approximately:
(a) $157 million in principal amount outstanding under a
revolving first lien credit facility,
(b) $743.3 million in principal amount outstanding under a first
lien term loan facility, and
(c) $425 million in principal amount outstanding under 11.5%
second lien notes.
In addition, as of the Petition Date, Foresight had, among other
liabilities, approximately (i) $56.5 million in asset retirement
and mine reclamation obligations, (ii) $99.8 million in outstanding
surety bonds for performance and other bonding obligations, (iii)
$11.3 million in workers' compensation and "black lung" obligations
(including estimates for obligations incurred but not reported),
and (iv) $109.7 in general accounts payable and trade payable.
Foresight also maintains a number of intercompany arrangements
among its entities, and with each of Murray, Javelin, and Reserves,
in the ordinary course of business.
About Foresight Energy
Foresight Energy and its subsidiaries -- http://www.foresight.com/
-- are producers of thermal coal, with four mining complexes and
nearly 2.1 billion tons of proven and probably coal reserves
strategically located near multiple rail and river transportation
access points in the Illinois Basin. The Debtors also own a
barge-loading river terminal on the Ohio River. From this
strategic position, the Debtors sell their coal primarily to
electric utility and industrial companies located in the eastern
half of the United States and across the international market.
Foresight Energy LP and its affiliates sought Chapter 11 protection
(Bankr. E.D. Mo. Lead Case No. 20-41308) on March 10, 2020.
The Hon. Kathy A. Surratt-States is the case judge.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal
counsel to Foresight Energy; Jefferies Group is acting as
investment banker; and FTI Consulting, Inc. is acting as financial
advisor. Prime Clerk LLC is the claims agent at
https://cases.primeclerk.com/ForesightEnergy
Akin Gump Strauss Hauer & Feld LLP is acting as legal counsel and
Lazard Freres & Co. LLC is acting as investment banker to the Ad
Hoc Lender Group representing lenders under the first lien credit
agreement.
Milbank LLP is acting as legal counsel and Perella Weinberg
Partners LP is acting as investment banker to the Ad Hoc Lender
Group representing crossover lenders under each of the second lien
indenture and first lien credit agreement.
The Debtors were estimated to have $1 billion to $10 billion in
assets and liabilities.
G.D.S. EXPRESS: Proposes Auction Sale of Assets
-----------------------------------------------
G.D.S. Express, Inc. and its affiliates ask the U.S. Bankruptcy
Court for the Northern District of Ohio to authorize the procedures
in connection with the public auction sale of substantially all of
its vehicles, trucks, trailers and containers, free and clear of
liens, encumbrances, and interests.
The majority of the Debtors' assets are trucks, trailers, and
containers used in their long-haul and waste haul transportation
services. Northwest Bank has a lien on substantially all of the
assets of the Debtors.
In furtherance of liquidation, the Debtors have determined, in
consultation with the Northwest Bank, to sell the Assets.
Contemporaneously with the filing of the Motion, the Debtors have
filed an application with the Court asking approval to retain Alex
Lyon & Son as auctioneer for the purpose of selling the Assets at
public actions as set further set forth in the Application.
The Debtors shall provide to all creditors at least 21 days, notice
of a proposed use, sale, or lease of property of the estate other
than in the ordinary course of business. Once each of the Auctions
is scheduled, the Debtors intend to serve the Auction Notice on all
Auction Notice Parties.
By the Motion, the Debtors ask entry of an order (i) authorizing it
to sell the Assets at public auction free and clear of liens,
claims, encumbrances, and other interests, with any such
encumbrances attaching to the net proceeds of the sale; and (ii)
waiving the stay imposed by Rule 6004(h). They also ask approval
of the form of the Auction Notice as well as the procedure to send
it all to all notice parties at least 14 days before the Auction is
scheduled.
The salient terms of the proposed Auction are as follows:
A. Catalog all of the Auction Items, including a description
and picture of each item.
B. Hold three auctions: one in Ohio, one in Pennsylvania, and
one in Delaware.
C. Market the Auction Items beginning approximately six weeks
prior the date of each auction.
D. Market the Auction Items by:
1. Mailing approximately 40,000 color brochures to its
current mailing list
2. Including information about the auction in its weekly
emails to its current mailing list;
3. Placing advertisements in all of the national trade
journals and local newspapers in the tri-state area; and
4. Including the Auction Items on its website with photos
of each item.
E. Require that all bidders accept all purchased Auction Items
"as is."
F. Accept auction bids, via the Internet.
G. Determine the highest bid.
H. Accept varying forms of payment, including cash, check, and
credit card.
I. Receive a commission equal to 8.5% of the sale price, which
would include all auction expenses but not the cost of any
transportation of trucks and trailers, which will be charged
separately.
J. Ensure transportation of the Auction Items to one of
Lyon’s sale sites.
K. As soon as practicable following each Auction, provide the
Debtors with the Auction proceeds via check less expenses and
commission.
All liens and claims shall attach to the net proceeds of the sale.
Further, to the extent that certain of the Assets are determined by
the Debtors, in consultation with Northwest Bank, to be more
appropriately scrapped, the Debtors ask to scrap such vehicles in
the ordinary course of their business.
Finally, the Debtors ask the Court to waive the stay imposed by
Rule 6004(h) so as to not further delay the transfer of the Assets
to the successful bidder.
A copy of th Proposal is available at https://tinyurl.com/vctyxh4
from PacerMonitor.com free of charge.
About G.D.S. Express
G.D.S. Express, Inc. -- http://www.gdsexpress.com/-- is a
family-owned trucking company that provides services in 48 states,
with general freight and garment-on-hangers service in both the
U.S. and Mexico. It operates with 75 owner operators and 60 company
trucks. Headquartered in Akron, Ohio, G.D.S. Express was founded
in 1990 by Jack Delaney, a former Roadway Express executive.
G.D.S. Express and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 19-53034)
on Dec. 27, 2019. At the time of the filing, G.D.S. Express had
estimated assets of less than $50,000 and liabilities of between $1
million and $10 million. Judge Alan M. Koschik oversees the cases.
Brouse McDowell, LPA is the Debtors' legal counsel.
The U.S. Trustee for Region 9 appointed a committee of unsecured
creditors on Jan. 15, 2020. The committee is represented by
Levinson LLP.
GEMSTONE SOLUTIONS: Deutsche Bank Objects to Disclosure Statement
-----------------------------------------------------------------
Deutsche Bank Trust Company Americas (DBTCA), a Class 3a creditor,
objects to the motion for entry of an order approving the
Disclosure Statement filed by Gemstone Solutions Group, Inc. and
its Debtor Affiliates.
DBTCA ints it objection points out that:
* The Debtors have failed to disclose the underlying facts that
lead to the filing of the Adversary Proceeding and have further
failed to disclose the existence of two (unencumbered) causes of
action that exist as a result of the conversion of the Remaining
GUC Distribution.
* DBTCA cannot determine if the general unsecured creditors would
receive more in a Chapter 7 liquidation. Since the class 3a general
unsecured creditors are not receiving any distribution under the
proposed Plan, and there exist certain unencumbered assets of the
Debtors, any Liquidation Analysis should necessarily show that
Class 3a creditors would receive more in a Chapter 7 liquidation.
* The Debtors have failed to show by a preponderance of the
evidence that the Plan was proposed in good faith, is in the best
interest of creditors, or is fair and equitable.
* The Plan proposed by the Debtors does nothing to benefit the
unsecured creditors. Instead, it is a cover up to protect the
beneficiaries and perpetrators of the theft that occurred on the
eve of these cases. Nothing makes this clearer than the Debtors’
release of both the Milbank Claim and the GUC Preference Claim.
* The holders of allowed Class 5 claims under the Prior Plan
should be entitled to receive the benefit of the GUC Distribution
Claims under a constructive trust theory. Accordingly, the GUC
Distribution Claims should be preserved and pursued for the benefit
of the Class 5 Creditors, who were directly harmed by the
conversion of the Remaining GUC Distribution.
* Because the general unsecured creditors receive no value under
the Plan, or from the New Venture or the Debtors’ Causes of
Action, including the GUC Distribution Claims and other avoidance
actions (which are unencumbered), the Plan cannot be proposed in
good faith.
A full-text copy of Deutsche Bank's objection filed Feb. 28, 2020,
is available at https://tinyurl.com/smefrkx from PacerMonitor at no
charge.
Counsel for Deutsche Bank:
Robert S. Westermann
Franklin R. Cragle, III
Brittany B. Falabella
HIRSCHLER FLEISCHER, P.C.
The Edgeworth Building
2100 East Cary Street
Post Office Box 500
Richmond, Virginia 23218
Tel: (804) 771-9500
Fax: (804) 644-0957
E-mail: rwestermann@hirschlerlaw.com
fcragle@hirschlerlaw.com
bfalabella@hirschlerlaw.com
- and -
Mark N. Parry
MOSES & SINGER LLP
405 Lexington Avenue
New York, New York 10174
Telephone: (212) 554-7800
Facsimile: (212) 554-7700
E-mail: mparry@mosessinger.com
About Gemstone Solutions Group
Gemstone Solutions Group, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Va. Lead Case No. 19-30258) on Jan. 16, 2019,
estimating under $1 million in both assets and liabilities. The
Debtor tapped Milbank LLP as counsel, Kutak Rock LLP as co-counsel,
and O'Hagan Meyer PLLC, as conflict counsel.
GLOBAL EAGLE: Stephen Hasker Quits as Director
----------------------------------------------
Stephen Hasker, a member of the board of directors of Global Eagle
Entertainment Inc. and the Board's current lead independent
director, informed the Company of his resignation from the Board
and all committees of the Board, to be effective on the day after
the Company files its annual report Form 10-K for the year ended
Dec. 31, 2019. Mr. Hasker recently changed employment and resigned
from the Board at his new employer's request so that he could focus
on his new role. Global Eagle said Mr. Hasker did not resign due
to any disagreement with the Company, its board of directors or its
management.
About Global Eagle
Headquartered in Los Angeles, California, Global Eagle --
http://www.GlobalEagle.com/-- is a provider of media, content,
connectivity and data analytics to markets across air, sea and
land. Global Eagle offers a fully integrated suite of rich media
content and seamless connectivity solutions to airlines, cruise
lines, commercial ships, high-end yachts, ferries and land
locations worldwide.
Global Eagle incurred a net loss of $236.60 million for the year
ended Dec. 31, 2018, compared to a net loss of $357.11 million for
the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company
had $683.41 million in total assets, $1.02 billion in total
liabilities, and a total stockholders' deficit of $340.34 million.
* * *
As reported by the TCR on July 29, 2019, S&P Global Ratings
affirmed all ratings on Global Eagle Entertainment Inc., including
its issuer credit rating of 'CCC', and revised the outlook to
developing to reflect greater flexibility to allow management to
execute on its growth initiatives. The outlook change reflects a
significantly improved liquidity profile following the recent
incremental term loan and credit agreement amendment, which buys
the company more time to execute on its growth plan.
GROWLERU FRANCO: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on March 9, 2020, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of GrowlerU Franco, LLC.
About GrowlerU Franco
GrowlerU Franco LLC, which conducts business under the name Growler
USA, owns and operates a chain of pubs. It offers alcoholic
beverages and dining services.
Based in Centennial, Colo., GrowlerU Franco filed a voluntary
Chapter 11 petition (Bankr. D. Colo. Case No. 19-20102) on Nov. 22,
2019. At the time of the filing, the Debtor had estimated assets
of between $1 billion to $10 billion and liabilities of between $1
million to $10 million.
Judge Thomas B. Mcnamara oversees the case.
The Debtor tapped Jeffrey Weinman, Esq., as bankruptcy counsel;
Pedro Robles as accountant; and Allen Vellone Wolf Helfrich &
Factor P.C. as special counsel.
HARTSHORNE HOLDINGS: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------------
The Office of the U.S. Trustee on March 10, 2020, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Hartshorne Holdings, LLC and its
affiliates.
The committee members are:
1. United Central Industrial Supply Co LLC
1241 Volunteer Parkway, Suite 1000
Bristol, TN 37620
(423) 573-7301
Henry.looney@unitedcentral.net
2. Carroll Engineering Co
227 Industrial Park Road
P.O. Box 860
Harlan, KY 40831
(606) 573-1000
agw@carrolenginerringco.com
3. Trey K Mining and Electric
P.O. Box 235
Kimper, KY 41539
kthackeree@gmail.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Hartshorne Holdings
Hartshorne Holdings, LLC and affiliates are engaged in the
production and sale of thermal coal through the operation of the
Poplar Grove Mine, which is part of the Buck Creek Complex located
in the Illinois Coal Basin in Western Kentucky. The Buck Creek
Complex includes two mines: (i) the operating Poplar Grove Mine,
and (ii) the permitted, but not constructed, Cypress Mine.
On Feb. 20, 2020, Hartshorne Holdings, LLC and three affiliates
sought Chapter 11 bankruptcy protection (Bankr. W.D. Ky. Lead Case
No. 20-40133).
Hartshorne Holdings was estimated to have $50 million to $100
million in assets and liabilities as of the bankruptcy filing.
The Hon. Thomas H. Fulton is the case judge.
The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy
counsel; Frost Brown Todd LLC as local counsel; and FTI Consulting,
Inc. as financial advisor. Stretto is the claims agent,
maintaining the page https://cases.stretto.com/hartshorne
HAWKEYE ENTERTAINMENT: Resolution of Assumption Motion Delays Plan
------------------------------------------------------------------
Hawkeye Entertainment, LLC requests the U.S. Bankruptcy Court for
the Central District of California to extend the exclusive period
in which only the company may file its Plan of Reorganization
through July 20, 2020 and the exclusivity period in which the
Debtor may solicit acceptances of its plan through Sept. 21, 2020
Hawkeye's reorganization is dependent upon the assumption of the
lease and sublease for the premises commonly known as the Pacific
Stock Exchange Building in Los Angeles, Calif. To that end, the
Debtor timely filed a motion to assume the Lease and Sublease on
October 2019. However, the Landlord filed opposition and requested
time to conduct discovery. As a result, the hearing on the
Assumption Motion was continued by stipulation and was set for an
evidentiary hearing in February 2020. Since that time, the parties
have propounded and exchanged discovery and their responses remain
outstanding.
The Court held a status conference for this contested matter on
Dec. 18, 2019, at which time the parties agreed to an extension of
the period by which the Debtor must assume and assign or reject the
Lease and Sublease through July 17, 2020. The Court has reserved
June 25, 26, 29 and 30, 2020 for the evidentiary hearing on the
issues related to assumption of the Lease and Sublease.
About Hawkeye Entertainment, LLC
Hawkeye Entertainment, LLC's most valuable asset is a written lease
agreement, along with its First Amendment, for the first four
floors and basement of the real property commonly known as the
Pacific Stock Exchange Building located at 618 S. Spring Street, in
Los Angeles, California. Hawkeye is a holding company for the
Lease, which is sublet to a related entity. The business of the
related sublessee operates an event venue in downtown Los Angeles
for private parties, corporate events, live entertainment, fashion
shows and more. Hawkeye previously filed a Chapter 11 petition on
Sept. 30, 2013 (Bankr. C.D. Calif. Case No. 13-16307) due to
disputes with its landlord.
Hawkeye sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 19-12102) on Aug. 21, 2019. At the time
of the filing, the Debtor disclosed assets ranging between $1
million to $10 million and liabilities of the same range. The
petition was signed by Adi McAbian, president of Saybian Gourmet,
Inc., member of Hawkeye Ent.
Judge Victoria S. Kaufman is assigned to the case.
Sandford L. Frey, Esq., at Leech Tishman Fuscaldo & Lampl, Inc., is
the Debtor's legal counsel.
HELIX TCS: Appoints Garvis Toler III as Director to Fill Vacancy
----------------------------------------------------------------
Terence Ferraro resigned as a director of Helix TCS, Inc. on March
6, 2020. On the same date, the Company's Board of Directors
appointed Garvis Toler III as a director to fill the vacancy.
Helix said TJ Ferraro's resignation is not due to a disagreement
with the Company's Board of Directors or management or on any
matter relating to the Company's operations, policies or
procedures.
Mr. Toler has served as the Company's president of Data Services
since August 2019. From July 2018 to July 2019, Mr. Toler served
as Head of OTC Business Development for Kraken Digital Asset
Exchange. From March 2015 to September 2016, he served as Global
Head of Capital Markets for the New York Stock Exchange. From
August 2011 to February 2015, he served as Global Head of Equity
Capital Markets and Global Head of Sales for Dealogic. Mr. Toler
holds an MBA from New York University and a BS from the University
of Virginia.
Mr. Toler receives a base salary from the Company of $120,000 per
year.
About Helix TCS
Helix TCS, Inc. (OTCQB: HLIX) -- http://www.helixtcs.com/-- is a
provider of critical infrastructure services, helping owners and
operators of licensed cannabis businesses stay competitive and
compliant while mitigating risk. Through its proprietary
technology suite and security services, Helix TCS provides
comprehensive supply chain management, compliance tools, and asset
protection for any license type in any regulated cannabis market.
Helix incurred a net loss of $8.18 million in 2018 following a net
loss of $10.66 million in 2017. As of Sept. 30, 2019, the Company
had $74.08 million in total assets, $7.81 million in total
liabilities, and $66.26 million in total shareholders' equity.
BF Borgers CPA PC, in Lakewood, CO, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
March 29, 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 a significant
accumulated deficit. In addition, the Company continues to
experience negative cash flows from operations. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
HIGH BRASS FARM: U.S. Trustee Qeustions Open-Ended Sale of Farm
---------------------------------------------------------------
Andrew R. Vara, the United States Trustee for Region 3, objects to
the adequacy of the Disclosure Statement describing the Liquidation
Chapter 11 Plan proposed by Debtor High Brass Farm Land Holdings
LLC.
In support of his objection, the United States Trustee states:
* The Debtor proposes to fund the Plan by the prosecution of the
BOA Adversary, the New Jersey Title Adversary, and the liquidation
of the Farm. Although some information is provided about the BOA
Adversary and the New Jersey Title Adversary, no information is
provided concerning the liquidation of the Farm. To that end, the
Debtor has not filed any applications to retain brokers or realtors
in order to liquidate the Farm. The Disclosure Statement and Plan
are silent as to the timing of a sale of the Farm. As it now
stands, the potential sale of the Farm is open-ended. The Debtor
should be required to establish a deadline for the sale of the
Farm.
* The Disclosure Statement is silent as to the outcome should a
sale of the Farm not occur.
* If the Debtor will be paying $5,000 a month to BOA together
with $332.50 a month to The Township of Alexandria for past due
real estate taxes, real estate taxes going forward and all other
ordinary expenses, the Debtor must provide projections establishing
the Debtor’s ability to fund those payments.
* Although not an adequacy objection, it appears that the
Discharge language used in the Disclosure Statement is incorrect.
As this is a liquidating plan, the Debtor does not receive a
discharge pursuant to 11 U.S.C. Sec. 1141(d)(3).
* Another confirmation objection will be the subordination of the
Sky Manor claim that creates a separate class for voting purposes.
A full-text copy of U.S. Trustee's objection dated Feb. 27, 2020,
is available at https://tinyurl.com/rnczl8h from PacerMonitor at no
charge.
About High Brass Farm Land Holdings
High Brass Farm Land Holdings LLC classifies its business as Single
Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)).
High Brass Farm sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 19-25217) on Aug. 6, 2019.
In the petition signed by its member, Michael J. Merbler, the
Debtor was estimated to have assets ranging from $1 million to $10
million and liabilities of the same range. Judge Michael B. Kaplan
has been assigned to the case. The Debtor is represented by Edmond
M. George, Esq., at Obermayer Rebmann Maxwell & Hippel LLP.
HYGEA HOLDINGS: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------------
The U.S. Trustee for Region 3 on March 10, 2020, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Hygea Holdings Corp. and its affiliates.
The committee members are:
1. Manasota Medical Management Consultants, LLC
Attn: Govin and Padmin Rajan
4908 64th Drive West
Bradenton, FL, 34210
Phone: 941-720-336
2. Claudio F. Arellano
14590 SW 30 Street
Miami, FL, 33175
Phone: 305-878-3610
3. NextGen Healthcare, Inc.
Attn: Amanda Ocheltree
1811 Von Karman Ave., Ste. 800
Irvine, CA 92612
Phone: 215-385-7748
4. Cardiology Consultants of West Broward, P.A.
Attn: Fred Chaleff
7050 NW 4th St.. Ste. 101
Fort Lauderdale, FL 33317
Phone: 954-684-6722
5. Adaptive Healthcare Solutions, LLC
Attn: Hal Coble
3875 Roland Hayes Pkwy, SW
Calhoun, GA 30701
Phone: 866-514-5333
Fax: 404-420-2796
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 Hygea Holdings
Founded in 2007, Hygea Holdings -- http://www.hygeaholdings.com/--
is a consolidated enterprise of several companies aggregated
through a series of acquisitions that focus on the delivery of
primary-care-based health care to commercial, Medicare, and
Medicaid patients. Hygea currently provides health care related
services to 190,000 patients in the southeast United States through
two platforms: (i) individual physician practices and physician
group practices with a primary care physician focus and (ii)
management services organizations. The physician practices consist
of 17 active brick and mortar locations throughout South and
Central Florida and Georgia. Hygea is headquartered in Miami and
employed more than 150 individuals at the time of filing.
Hygea Holdings Corp. and 32 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 20-10361) on Feb. 19, 2020.
The Debtors tapped Cole Schotz P.C. as its legal counsel, and
Alvarez & Marsal North America, LLC as its financial advisor. Epiq
Corporate Restructuring, LLC is the claims agent.
IFRESH INC: Appoints New Chief Financial Officer
------------------------------------------------
iFresh Inc. held a board meeting on March 10, 2020, at which the
Company appointed Ms. Amy Xue as chief financial officer of the
Company, effective immediately. Ms. Xue replaces Chang Kao (Eddie)
Chiang.
Ms. Xue has served as partner, CFO Services of Wall Street CPA
Services, LLC in New York since October 2010 where she, among other
professional services, worked as CFO for XT Energy Group, Inc.
(OTCQB:XTEG), and CFO for General Agriculture Corp. (OTCQB: GELT)
and vice president in finance for Huifeng Bio-Pharmaceutical
Technology (OTCQB:HFGB). Previously, Ms. Xue was a senior manager
of SEC Audit Services at Acquavella, Chiarelli, Shuster, Berkower &
Co., LLP in New York from September 2007 and October 2010. Ms. Xue
obtained a Master of Science in Accounting from School of
Management, State University of New York at Binghamton in New York,
and a Bachelor of Science in History and Law from Peking University
in China. She is a Certified Public Accountant and member of
American Institute of Certified Public Accountants.
About iFresh Inc.
Headquartered in Long Island City, New York, iFresh Inc.
(http://www.ifreshmarket.com),is an Asian American grocery
supermarket chain and online grocer on the east coast of U.S. With
nine retail supermarkets along the US eastern seaboard (with
additional stores in Glen Cove, Miami and Connecticut opening
soon), and two in-house wholesale businesses strategically located
in cities with a highly concentrated Asian population, iFresh aims
to satisfy the increasing demands of Asian Americans (whose
purchasing power has been growing rapidly) for fresh and culturally
unique produce, seafood and other groceries that are not found in
mainstream supermarkets. With an in-house proprietary delivery
network, online sales channel and strong relations with farms that
produce Chinese specialty vegetables and fruits, iFresh is able to
offer fresh, high-quality specialty produce at competitive prices
to a growing base of customers.
iFresh reported a net loss of $12 million for the year ended March
31, 2019, compared to a net loss of $791,293 for the year ended
March 31, 2018. As of Dec. 31, 2019, the Company had $103.37
million in total assets, $104.38 million in total liabilities, and
a total shareholders' deficiency of $1 million.
Friedman LLP, in New York, the Company's auditor since 2016, issued
a "going concern" qualification in its report dated June 28, 2019,
citing that the Company incurred operating losses and did not meet
the financial covenant required in its credit agreement. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
IMPACT GLASS: Wants to Maintain Plan Exclusivity Through May 8
--------------------------------------------------------------
Impact Glass Services, LLC asks the U.S. Bankruptcy Court for the
Southern District of Florida to extend the time period in which it
has the exclusive right to solicit acceptances for its Chapter 11
Plan through and including May 8, 2020.
The Debtor is still in the process of preparing plan treatment and
has been negotiating with the entities that hold the majority of
the claims in its case. The Debtor has undertaken these
negotiations in an attempt to resolve the issues with the largest
claim holders in order to provide agreement upon plan treatment.
However, said negotiations are still ongoing.
About Impact Glass Services
Impact Glass Services, LLC -- https://www.impactglassmiami.com/ --
specializes in commercial and residential glass services. It has
been serving the glass needs for homeowners, condo associations,
property managers, business owners and high-end construction
companies of South Florida since 2009.
Impact Glass Services sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-22046) on Sept. 9,
2019. At the time of the filing, the Debtor was estimated to have
assets of between $500,000 and $1 million and liabilities of
between $1 million and $10 million. The case is assigned to Judge
John K. Olson. The Debtor is represented by the Law Offices of
Richard R. Robles, P.A.
INGEVITY CORP: Moody's Alters Outlook on Ba2 CFR to Stable
----------------------------------------------------------
Moody's Investors Service changed Ingevity Corporation's outlook to
stable from negative. At the same time, Moody's has affirmed
Ingevity's Ba2 Corporate Family Rating, Ba3 rating on the existing
$300 million senior unsecured notes and Probability of Default
Rating of Ba2-PD. Speculative Grade Liquidity Rating remains
SGL-2.
Outlook Actions:
Issuer: Ingevity Corporation
Outlook, Changed To Stable From Negative
Affirmations:
Issuer: Ingevity Corporation
Probability of Default Rating, Affirmed Ba2-PD
Corporate Family Rating, Affirmed Ba2
Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5)
RATINGS RATIONALE
"The stabilization of Ingevity's outlook reflects its improved
leverage of 3.1x at the end of fiscal year 2019 from a pro-forma
level of 3.7x post the acquisition of Perstorp's caprolactone
business in early 2019. Ingevity is now comfortably positioned
within the Ba2 rating category. We expect the company to maintain
adequate financial buffer against this challenging and volatile
market environment and exercise caution when buying back shares or
pursuing acquisitions," says Jiming Zou, a Moody's Vice President
and Lead Analyst for Ingevity.
Moody's expects the sluggish macroeconomy, weak demand in Europe
and Asia and the potential impact from the coronavirus outbreak
will limit its earnings growth in 2020. Particularly, weak demand
from oilfield and industrial applications and price declines will
continue to negatively affect its pine chemical business. The
slowdown in automotive sales will deter the earnings growth in its
activated carbon business, which experienced very strong growth
over the last several years thanks to regulations to reduce
gasoline vapor emission globally. Strengths in its activated carbon
business more than offset the weakness in its pine chemicals and
the acquired caprolactone business, raising the overall EBITDA to a
record level of nearly $400 million and free cash flow of $161
million in 2019.
Despite a more cautious outlook for 2020, Moody's still expects the
company to generate about $100 million free cash flow that can
potentially be used to pay down debt or for the share repurchase
that was recently authorized up to $500 million. Ingevity announced
in March 2020 that it intends to repurchase its shares up to $250
million over the next 12 to 18 months.
As management continues to look for growth opportunities, Moody's
expects event risks will remain elevated and deleveraging could be
delayed in the absence of equity issuance given typically high
price multiples. The acquisitions of Perstorp's caprolactone
business in 2019 and Georgia-Pacific's pine chemicals business in
2018 reflected the company's strategy to broaden its business
portfolio and diversify its earnings. Moody's expects management to
exercise prudence when pursuing acquisitions. The company has a
target net leverage of 2.0x to 2.5x, versus its reported net
leverage of 2.8x at the end of fiscal year 2019.
Ingevity's Ba2 CFR continues to reflect the company's market
leadership in activated carbon for gasoline vapor control and pine
chemicals, its strong profitability and ample free cash flow
generation, but also takes into account its relatively small
business scale, reliance on key raw material suppliers and
debt-funded growth strategy after its spin-off from Westock RKT
Company (WestRock Company, Baa2, stable) in 2016. In addition, the
patent of its activated carbon "honeycomb" will expire in 2022,
presenting a challenge to the company over time.
Moody's expects Ingevity to maintain good liquidity given the
expected free cash flow, $616.6 million availability under its
revolving credit facility and $56.5 million cash balance as of
December 31, 2019. The company will use its cash on hand and
revolver to fund the acquisition, before issuing long-term debt.
Ingevity does not have material debt maturities until a portion of
its term loan due in 2022. The revolving credit facility and term
loans have two financial covenants, a maximum total leverage ratio
covenant of 4.0x (up to 4.5x allowed within four quarters after
permitted acquisition), and a minimum interest coverage covenant of
3.0x. Moody's expects the company to maintain good availability
under its revolver as well as remain in compliance under its
covenants. The majority of assets are encumbered by the secured
credit facilities.
Ingevity's rating also factor in the environmental, social and
governance considerations. Being a listed company, Ingevity is
transparent in its financial reporting as well as its financial
policy. Ingevity's activated carbon and pine chemical products
involve the use of chemical materials, subjecting the company to
environmental regulations. The production of pine chemicals using
coproducts from natural kraft pulps which are renewable and
environmentally friendlier than petrochemical alternatives. In
addition, the strengthening environmental regulations on vehicle
vapor emission control continue to stimulate the demand on
Ingevity's activated carbon products.
Moody's could upgrade the rating following a longer track record as
a stand-alone entity that would demonstrate the company's
commitment to the conservative financial policy. The company would
need to increase its business scale and diversification, maintain
its strong credit metrics, with debt/EBITDA below 3 times and
RCF/Debt over 20%, for an upgrade.
The rating could be downgraded if the company's performance
deteriorated or it undertook a large debt-funded acquisition or
shareholder-friendly actions. Specifically, the rating could be
downgraded if EBITDA margin falls sustainably below 20%; or its
debt/EBITDA ratio rises above 3.5x and RCF/Debt declines to
mid-teens. In addition, the Ba3 rating on the senior unsecured
notes could come under downgrade pressure, if the performance of
the company is weaker than expected and it continues to finance the
business with secured debt.
The principal methodology used in these ratings was Chemical
Industry published in March 2019.
Headquartered in North Charleston, SC, Ingevity Corporation is a
global manufacturer of pine-based chemicals (Performance Chemicals
segment) used in pavement technologies, oilfield technologies and
industrial specialties such as inks and adhesives, and high
performance carbon materials (Performance Materials segment) used
in gasoline vapor emission control systems in fuel tanks, as well
as applications for water, food, beverage and chemical
purification. The company was spun off by WestRock Company in 2016.
In 2019, the company generated $1.3 billion in revenues. Ingevity
acquired the Capa caprolactone business from Perstorp Holding AB
for EUR590 million in February 2019.
INSPIREMD INC: Incurs $10 Million Net Loss in 2019
--------------------------------------------------
InspireMD, Inc., filed with the Securities and Exchange Commission
its Annual Report on Form 10-K reporting a net loss of $10.04
million for the year ended Dec. 31, 2019, compared to a net loss of
$7.24 million for the year ended Dec. 31, 2018.
For the twelve months ended Dec. 31, 2019, revenue increased by
$120,000, or 3.3%, to $3,721,000, from $3,601,000 during the twelve
months ended Dec. 31, 2018. This increase was predominantly driven
by a 10.0% increase in sales volume of CGuard EPS from $2,970,000
during the twelve months ended Dec. 31, 2018, to $3,265,000 during
the twelve months ended Dec. 31, 2019, as a result of the Company's
continued focus on expanding existing markets such as Poland,
Switzerland, Italy, and Spain and expansion into new geographies
such as Australia and South Africa. This increase was offset by a
27.7% decrease in sales volume of MGuard Prime EPS from $631,000
during the twelve months ended Dec. 31, 2018, to $456,000 during
the twelve months ended Dec. 31, 2019. In addition, the overall
increase mentioned above was offset across the board by shipment
delays in the three months ended March 31, 2019 associated with the
company's decision to switch its third-party sterilizer. The
transition to the new sterilization company was completed in early
April 2019, and the company does not currently anticipate any
future disruptions in fulfilling new orders.
The Company's gross profit for the twelve months ended Dec. 31,
2019 was $756,000 compared to a gross profit of $995,000 for the
same period in 2018. This decrease in gross profit resulted from a
$142,000 increase in write-offs predominantly driven by a
non-recurring component supply issue of CGuard EPS and slow moving
MGuard Prime EPS, $69,000 of expenses related to upgrades made to
the Company's production facilities and $48,000 of expenses
pertaining to annual and new employee training of production
workers, and offset by a reduction of $20,000 in miscellaneous
expenses. Gross margin decreased to 20.3% in the twelve months
ended Dec. 31, 2019 from 27.6% in the same period in 2018.
Total operating expenses for the twelve months ended Dec. 31, 2019
were $10,572,000, an increase of 22.8% compared to $8,606,000 for
the same period in 2018. This increase was primarily due to an
increase of $804,000 in clinical expenses associated with CGuard
EPS, mainly related to IDE efforts in 2019, payments related to the
separation agreement of $684,000 the company entered into with its
former chief executive officer and a settlement payment of $354,000
made to a former service provider.
Financial expenses for the twelve months ended Dec. 31, 2019, were
$200,000 as compared to financial income of $371,000 for the twelve
months ended Dec. 31, 2018. The increase in financial expenses
primarily resulted from the $438,000 of financial income related to
the revaluation of the embedded derivative of the Series C
Convertible Preferred Stock recorded during the twelve months ended
Dec. 31, 2018, which did not occur during the twelve months ended
in Dec. 31, 2019, and an increase of $144,000 in financial expenses
related to changes in exchange rates. These increases in financial
expenses were partially offset by a decrease of $11,000 in
miscellaneous expenses during the twelve months ended Dec. 31,
2019.
As of Dec. 31, 2019, the Company had $9.88 million in total assets,
$4.49 million in total liabilities, and $5.38 million in total
equity.
As of Dec. 31, 2019, cash and cash equivalents were $5,514,000,
compared to $9,384,000 at Dec. 31, 2018. Based on the Company's
current business plan, the Company believes its cash and cash
equivalents as of Dec. 31, 2019, will be sufficient to meet its
operating requirements until the end of May 2020.
Kesselman & Kesselman, in Tel-Aviv, Israel, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 9, 2020, citing that the Company has suffered recurring
losses from operations and cash outflows from operating activities
that raise substantial doubt about its ability to continue as a
going concern.
Fourth Quarter Results
For the three months ended Dec. 31, 2019, revenue increased by
23.2%, to $1,013,000, from $822,000 during the three months ended
Dec. 31, 2018. This increase was predominantly driven by a 31.4%
increase in sales volume of CGuard EPS from $701,000 during the
three months ended Dec. 31, 2018, to $921,000 during the three
months ended Dec. 31, 2019, mainly due to the Company's continued
focus on expanding existing markets. This increase in sales of
CGuard EPS was partially offset by a 24.0% decrease in sales of
MGuard Prime EPS, largely driven by the general shift in preference
to drug-eluting stents rather than bare metal stents, such as
MGuard Prime EPS, in ST-Elevation Myocardial Infarction patients.
The company's gross profit for the quarter ended
Dec. 31, 2019 was $259,000, compared to a gross profit of $227,000
for the same period in 2018. This increase in gross profit was
primarily driven by a higher volume of sales of CGuard EPS less the
related material and labor costs, offset by an increase in
write-offs predominantly driven by a non-recurring component supply
issue of CGuard EPS. Gross margin decreased to 25.6% in the fourth
quarter of 2019 from 27.6% for the same period in 2018.
Total operating expenses for the quarter ended Dec. 31, 2019 were
$2,765,000, an increase of 13.6% compared to $2,433,000 for the
same period in 2018. This increase was primarily due to payments
related to the separation agreement of $684,000 the company entered
into with its former chief executive officer, offset by a reduction
of miscellaneous expenses of approximately $352,000 throughout the
organization.
Financial expenses for the quarter ended Dec. 31, 2019 were $27,000
compared to financial expenses of $7,000 for the same period in
2018. This increase in financial expenses of $20,000 was
predominately due to changes in exchange rates. Net loss for the
fourth quarter of 2019 totaled $2,557,000, or $0.57 per basic and
diluted share, compared to a net loss of $2,213,000, or $2.64 per
basic and diluted share, for the same period in 2018.
"I assumed the role of Chief Executive Officer of InspireMD because
I believe the combination of the substantial amount of published
data confirming the safety and efficacy of CGuard, along with real
world performance demonstrating the unique patient safety features
of the device and a growing appreciation of CAS, or carotid artery
stenting, as a first line treatment for CAD, position CGuard EPS
and MicroNet to change the standard of care in this disease," said
Marvin Slosman, chief executive officer. "The strong revenue
growth that we reported in the fourth quarter was again driven by
growing demand for CGuard in our key European markets, and my
discussions with our physician and distribution partners in the
field confirm that we are realizing this success by educating
practitioners and creating awareness for the value of our
platform."
"We are also executing on another of the pillars of our commercial
focus which is compilation of multiple clinical registries designed
to capture relevant data to support additional indications for the
CGuard EPS platform, which we believe are numerous and
significant."
"Presentations at key industry conferences such as VEITH and LINC,
along with our strong relationships with key opinion leaders in the
field, are absolutely crucial to our long-term growth, and we are
pleased to continue to play a significant role at these events,
which attract leading vascular surgeons and interventionalists from
around the world. We believe these presentations serve as the
foundation of a multifaceted commercial growth strategy that we
continue to drive in CE mark territories and Asia."
"In parallel with these efforts, we continue to work vigorously to
address FDA's information and testing requests in support of our
pending IDE application, and the initiation of clinical testing in
the all-important US market which is among our highest corporate
priorities."
A full-text copy of the Form 10-K is available for free at the
SEC's website at:
https://is.gd/44TWbr
About InspireMD Inc.
Headquartered in Tel Aviv, Israel, InspireMD --
http://www.inspiremd.com/-- is a medical device company focusing
on the development and commercialization of its proprietary
MicroNet stent platform technology for the treatment of complex
vascular and coronary disease. A stent is an expandable
"scaffold-like" device, usually constructed of a metallic material,
that is inserted into an artery to expand the inside passage and
improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped
over a stent to provide embolic protection in stenting procedures.
J.E.L. SITE: April 29 Plan Confirmation Hearing Set
---------------------------------------------------
Debtor J.E.L. Site Development, Inc., filed with the U.S.
Bankruptcy Court for the Middle District of Florida, Orlando
Division, a proposed Disclosure Statement and a Plan of
Reorganization. On Feb. 28, 2020, Judge Cynthia C. Jackson ordered
that:
* The Disclosure Statement is conditionally approved.
* April 29, 2020, at 1:30 p.m. in Courtroom 6D, 6th Floor,
George C. Young Courthouse, 400 West Washington Street, Orlando, FL
32801 is the hearing to consider and rule on the disclosure
statement and to conduct a confirmation hearing.
* Creditors and other parties in interest shall file with the
clerk their written acceptances or rejections of the plan (ballots)
no later than seven days before the date of the Confirmation
Hearing.
* Any party desiring to object to the disclosure statement or to
confirmation shall file its objection no later than seven days
before the date of the Confirmation Hearing.
A full-text copy of the order dated Feb. 28, 2020, is available at
https://tinyurl.com/thtl63l from PacerMonitor at no charge.
About J.E.L. Site Development
J.E.L. Site Development, Inc. -- http://www.jelsite.com/-- is a
family-owned construction company in Winter Park, Fla. It also
provides in-house digitized estimates, earthwork, demolition, fire
protection, asphalt paving, clearing and grubbing, grading,
building pads, base work, pond excavation, portable water systems,
sanitary sewer systems, storm sewer systems, and silt fence
installation and erosion control services.
J.E.L. Site Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-05398) on Aug. 16,
2019. At the time of the filing, the Debtor was estimated to have
assets of less than $50,000 and liabilities between $1 million and
$10 million. The case is assigned to Judge Cynthia C. Jackson.
BransonLaw PLLC is the Debtor's counsel.
JAZZ IT UP: 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
Jazz It Up Barber & Beauty Salon, according to court dockets.
About Jazz It Up Barber
Jazz It Up Barber & Beauty Salon, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-01161) on Feb. 11, 2020, listing under $1 million in both assets
and liabilities. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., is
the Debtor's legal counsel.
JJE INC: Banco Popular Objects to Disclosure Statement
------------------------------------------------------
Banco Popular de PR - Special Loans objects to the Amended
Disclosure Statement filed by debtor JJE Inc.
* The Disclosure Statement is missing important information that
is essential to a creditor's evaluation of the Plan, therefore
making it impossible for a creditor to determine whether it will
vote for or against the Plan.
* Information relating to the source and application of funds to
effectuate the proposed plan of reorganization should appear in the
disclosure statement, including an estimate of the amounts
necessary for the initial payments under the Plan.
* However, in case of default, the treatment for general
unsecured creditors limits the collection only to past due
payments, not the entire amount of the modified debt.
* The Disclosure Statement should include a payment schedule in
order to determine the actual monthly installments to be received
by each creditor. Currently, the Disclosure Statement does not
allow to determine when and how much each creditor is going to be
paid in a monthly basis.
* The Disclosure Statement does not seem to appear to expressly
inform when payments to general unsecured creditors will begin. A
payment schedule should aid creditors to determine when the Debtor
should commence making payments.
A full-text copy of Banco Popular's objection dated Feb. 28, 2020,
is available at https://tinyurl.com/up3h5c2 from PacerMonitor at no
charge.
Banco Popular is represented by:
EDUARDO M. VERAY LOPEZ, ESQ.
BANCO POPULAR PR-SPECIAL LOANS
E-mail: eduardo.veray@popular.com
About JJE Inc.
JJE, Inc., is a home health care services provider based in Manati,
Puerto Rico. JJE, Inc., filed a Chapter 11 petition (Bankr. D.P.R.
Case No.19-02034) on April 12, 2019, and is represented by Victor
Gratacos Diaz, Esq., in Caguas, Puerto Rico. In the petition
signed by Jenny Olivo, president, the Debtor disclosed $295,244 in
total assets and $1,953,718 in total liabilities.
JP INTERMEDIATE: Moody's Cuts CFR to Caa3 & Alters Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service downgraded JP Intermediate B, LLC's
Corporate Family Rating to Caa3 from B3 and its Probability of
Default Rating to Caa3-PD from B3-PD. Moody's also downgraded Juice
Plus' first lien senior secured revolving credit facility and term
loan ratings to Caa2 from B2. The rating outlook has been revised
to negative from stable.
The downgrade reflects Moody's belief that Juice Plus' operating
performance and operating cash flow will continue to deteriorate
meaningfully over the next 12 months. Significant declines in the
company's revenue and earnings are pushing leverage higher to a
point where the capital structure is becoming unsustainable without
a meaningful operational turnaround.
Moody's views liquidity as weak with a potential breach of the
credit facility net leverage covenant this year, reflecting weak
earnings and step downs to the covenant. Juice Plus has experienced
double digit sales declines in both fiscal 2019 and the first half
of fiscal 2020 which reflect declines in its sales force and
volumes. This in part reflected unfavorable publicity following the
company's investigation by the Italian Competition Authority in
2019. Juice Plus settled with the ICA by paying EUR1 million and
improving its compliance procedures. The sales force is a
significant driver of revenue across the company's direct selling
business model, and declines in distributors is negatively
impacting business performance. Juice Plus continues to invest in
systems, tools and training to drive enrollment, but these
investments have not halted the erosion of sales and earnings since
the 2018 leveraged buyout. Moody's has growing concerns related to
the sustainability of the company's capital structure and the risk
that earnings will continue to fall over the next year, and there
is elevated potential for a distressed exchange or other debt
restructuring.
The negative outlook reflects Moody's belief that continued
deterioration in Juice Plus's operating performance and free cash
flow over the next 12-18 months could increase the likelihood of a
restructuring and reduce recovery.
Moody's took the following rating actions on JP Intermediate B,
LLC:
Ratings Downgraded:
Corporate Family Rating to Caa3 from B3
Probability of Default Rating to Caa3-PD from B3-PD
$50 million Gtd. senior secured first lien revolving credit
facility expiring 2023 to Caa2 (LGD3) from B2 (LGD3)
$450 million Gtd. senior secured first lien term loan B due
2025 to Caa2 (LGD3) from B2 (LGD3)
Outlook Actions:
The outlook is negative (was stable).
RATINGS RATIONALE
The Caa3 CFR reflects Moody's concern that competitive, economic,
and structural headwinds will continue to create challenges for
Juice Plus to stem revenue declines and quickly execute a
turnaround strategy. Moody's also believes that certain social
elements, including changes to consumer shopping patterns and the
attractiveness of individuals serving as sales representatives at
Juice Plus, may negatively impact the company's "direct selling"
business model. The company's direct selling structure also
increases the risk of adverse regulatory and/or legal actions, and
the potential for actions by regulatory authorities can't be ruled
out. This is demonstrated by ICA's late 2018 investigation of Juice
Plus. Although the investigation was concluded in 2019, the company
continues to be plagued by unfavorable publicity. The company's
meaningful exposure to Italy (currently at 10% down from 20% of
revenue in 2018) will also negatively affect performance in 2020
because of the economic drag from the coronavirus. Moody's is
concerned that the company will face difficulty mitigating revenue
and earnings declines. This will impact Juice Plus' credit metrics,
constrain its ability to repay debt, and pressure the company's
liquidity position. The rating is supported by the company's broad
product suite that is largely focused on weight loss and wellness
products. The rating is also supported by a variable cost structure
given the outsourced manufacturing model, as well as sales
commissions and marketing expenses that fluctuate with sales
volume. Moody's expects the variable cost structure will lead to
modestly positive free cash flow in 2020 despite continued revenue
declines. Social factors driven by an aging population and obesity
trends that support demand for health, wellness and weight loss
products also benefit the credit profile.
Social risks are a key consideration to Juice Plus' credit profile.
The company depends on its sales force to sell its products. Sales
associates can sell products to the public — often by word of
mouth, social media and direct sales. Sales associates can also
earn commissions, not only for their own sales, but also for sales
made by the people they recruit, which can lead to unfavorable
regulatory scrutiny. The Federal Trade Commission has taken action
in the past on a number of multi-level marketing companies and in
some instances has made those companies pay fines. In addition,
changes to consumer preferences can also drive shifts in demand.
Juice Plus's products and labeling are also subject to FDA
oversight. From a governance standpoint, the company has an
aggressive financial policy as demonstrated by its $1.3 billion
leveraged buyout in November 2018. Environmental considerations are
not considered material to Juice Plus's credit profile, but the
company must monitor the land, water, energy and raw material usage
of its contract manufacturers.
Juice Plus' ratings could be downgraded if the company does not
stabilize membership, sales representative counts, revenue and
earnings. Should the company's liquidity weaken, or if Moody's
feels the company's capital structure is becoming increasingly
unsustainable or recovery prospects are declining, ratings could be
downgraded further.
Before Moody's would consider an upgrade, Juice Plus would need to
materially improve its operating performance. Moody's would need to
gain greater comfort that Juice Plus' capital structure is
sustainable and free cash flow is sufficient to meet debt service
before considering an upgrade.
The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.
Based in Collierville, TN The Juice Plus Company is a direct-seller
of whole-food, plant based nutritional supplements (98% of revenue)
and growing products. Products are available in a variety of
delivery formats including capsules, soft chewables (gummies),
shakes and bars. The company operates through a multi-level
marketing system in the US and a number of international markets.
Juice Plus generates about $600 million in revenue per annum and is
largely owned by Altamont Capital following a December 2018
leveraged buyout.
KP ENGINEERING: To Enter in Credit Facility w/ BTS & Texas Capital
------------------------------------------------------------------
Debtors KP Engineering, LP (KPE LP) and KP Engineering, LLC (KPE
LLC) filed with the U.S. Bankruptcy Court for the Southern District
of Texas, Houston Division, a Disclosure Statement in support of
Joint Chapter 11 Plan of Reorganization dated February 28, 2020.
Currently, the Debtors generate nearly all of their revenue from
engineering, procurement, and construction (EPC) contracts. All of
the EPC contracts and other business functions and operations are
managed by KPE LP. The sole business function of KPE LLC is to
serve as the general partner of KPE LP. Expenses for the Debtors’
day-to-day operations includes payroll, rent, utilities, and
payments to subcontractors and vendors, among others.
Notwithstanding the litigation and potential liabilities, the
Debtors have been historically profitable. For the year ended
December 31, 2018, Debtor KPE LP generated over $177 million in
revenue.
After KPE LP performed some, but not all of the work and
obligations arising under the Geismar SSU Agreement, disputes and
disagreements arose between KPE LP and Praxair. To resolve the
disputes, on or about July 30, 2019, KPE LP and Praxair entered
into a Settlement Agreement, which provided for, inter alia, (a)
Praxair to assume performance of KPE LP’s obligations set forth
in the Geismar SSU Agreement; (b) Praxair to assume responsibility
for payment of the subcontractors and suppliers; (c) Praxair to
release KPE LP from its obligations to perform the Assumed Work;
and (d) KPE LP to provide Praxair with certain support to enable
Praxair to perform the Assumed Work.
The Debtors' Plan seeks to implement a means for creditors to be
paid a substantial percentage, if not all, of their Allowed Claims,
while enabling the Debtors to emerge from Chapter 11 and focus on
new projects without the undue burden of defending litigation on
multiple fronts. Thus, the Plan represents the Debtors' best
chance to save their businesses and the livelihood of their
employees.
After the Petition Date, BTS Aviation, LLC sold its 2009 Cessna
Citation CJ3 525B-327 airplane to C3 Air, LLC and Southland
Amusements & Vending, Inc. for $4,000,000. After the payment of
transaction expenses and the amount necessary to satisfy PNC
Equipment Finance, LLC’s lien against the airplane, the net
Aviation Sale Proceeds available to BTS Aviation was approximately
$1,145,107. At the time of the sale, KPE LP and the Committee
raised concerns that the prepetition distribution of the membership
interests of BTS Aviation from KPE LP to BTS Enterprises may be
avoidable as a fraudulent transfer and demanded that the Aviation
Sale Proceeds be held by KPE LP. BTS Aviation agreed to allow KPE
LP to hold the Aviation Sale Proceeds in its Debtor in Possession
bank account during the pendency of the Bankruptcy Cases.
The Plan provides for distributions to Holders of Allowed Claims
and Interests from unencumbered Cash from operations, Cash from
certain Aviation Sale Proceeds, Cash from certain Exit Financing
provided to the Reorganized Debtors, any proceeds or net recoveries
under Retained Causes of Action, and the liquidation of the KP
Engineering Liquidation Trust Assets, including proceeds or net
recoveries from certain Committee Litigation, Avoidance Actions or
other Causes of Action belonging to the KP Engineering Liquidation
Trust.
Class 7 shall consist of the Allowed General Unsecured Claims of
all of the Debtors’ other General Unsecured Creditors that are
not Johnson Creditors, Channelview Creditors or Geismar VI
Creditors. On the Effective Date, Holders of Allowed Class 7 Claims
shall receive, in full and final satisfaction, compromise,
settlement, release, and discharge of and in exchange for each
Class 7 Claim, an interest in the KP Engineering Liquidation Trust
in accordance with the Liquidation Trust Agreement. Distributions
to such Holders of Allowed Class 7 Claims shall be distributed by
the Liquidation Trustee in accordance with the Liquidation Trust
Agreement.
Class 8 shall consist of the Holders of Allowed Equity Interests in
the Debtors. On the Effective Date, in exchange for the value
provided by agreeing to work for the Debtors during the Bankruptcy
Cases; their continued work for the Reorganized Debtors after
Confirmation; and an agreement to contribute Cash into the
Reorganized Debtors, Holders of Equity Claims and Interests in the
Debtors shall receive their equity in the Debtors.
In addition to revenue generated from new EPC projects, the primary
means of implementing the Debtors' Plan is the Exit Financing. The
Debtors intend to enter into a new credit facility with BTS
Enterprises and Texas Capital Bank as Exit Financing for continued
operations. On the Effective Date, the Reorganized Debtors, BTS
Enterprises and TCB shall execute the Exit Financing Documents.
On the Effective Date, the Liquidation Trustee shall sign the
Liquidation Trust Agreement and, in his or her capacity as
Liquidation Trustee, accept all Liquidation Trust Assets on behalf
of the beneficiaries thereof, and be authorized to obtain, seek the
turnover, liquidate, and collect all of the Liquidation Trust
Assets not in his or her possession.
A full-text copy of the Disclosure Statement on Feb. 28, 2020, is
available at https://tinyurl.com/qwrhpn8 from PacerMonitor at no
charge.
The Debtors are represented by:
OKIN ADAMS LLP
Christopher Adams
James W. Bartlett, Jr.
Ryan A. O'Connor
1113 Vine St., Suite 240
Houston, Texas 77002
Tel: 713.228.4100
Fax: 888.865.2118
E-mail: cadams@okinadams.com
jbartlett@okinadams.com
roconnor@okinadams.com
About KP Engineering
KP Engineering, LP and KP Engineering, LLC -- https://www.kpe.com--
are primarily engaged in the business of designing and executing
customized engineering, procurement, and construction projects for
the refining, midstream, and chemical industries. As an EPC
contractor, the companies generally enter into agreements with
owners pursuant to which they will design a facility, procure the
needed equipment and materials, and supervise construction of the
facility.
KP Engineering, LP and KP Engineering, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No.
19-34698) on Aug. 22, 2019.
At the time of the filing, KP Engineering had estimated assets of
between $10
million and $50 million and liabilities of between $50 million and
$100 million.
Judge David R. Jones oversees the cases.
KP Engineering tapped Hunton Andrews Kurth LLP and Okin Adams LLC
as legal counsel; Claro Group LLC as restructuring advisor; and
Omni Management Group, Inc. as claims and noticing agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Sept. 6, 2019. The committee tapped Foley Gardere,
Foley & Lardner LLP as its legal counsel, and Alvarez & Marsal
North America, LLC as its financial advisor.
LATEX FOAM: Cash Collateral Use Continued Through March 28
----------------------------------------------------------
Judge Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut authorized Latex Foam International, LLC,
and its debtor-affiliates to use cash collateral on the terms and
conditions set forth in the Seventh Interim Order.
The Debtors are authorized to use cash collateral, including
proceeds from the Debtors' accounts receivable, which cash
collateral may be subject to the liens of Entrepreneur Growth
Capital, LLC ("EGC"). The Debtors may use any cash collateral in
accordance with the budget with a variance of 10% permitted from
the Petition Date through March 28, 2020.
A further hearing to consider the Debtors' further use of cash
collateral will be held on March 25 at 2:00 p.m. Objections are
due on or before March 23.
EGC has asserted a first priority secured claim against all of the
Debtors' assets, including the Debtors' cash and accounts
receivable, as evidenced by a prior Order of the Court entered in
Case No. 14-50845 and appropriate Loan Documents.
Fifth Third Bank also asserts a first priority security interest in
an account held by Latex Foam International ending #5808 -- the
Pledge Account. The balance of which account gas been $49,900
since the Petition Date.
In exchange for the interim use of cash collateral by the Debtors,
and as adequate protection for EGC's interests therein, EGC is
granted replacement and/or substitute liens (subject only to the
carve-out) in all post-petition assets of the Debtors and proceeds
thereof, excluding any bankruptcy avoidance causes of action. Such
replacement liens will have the same validity, extent and priority
that EGC possessed as to said liens on the Petition Date. However,
such replacement liens will only be for the amount of any
diminution of value in EGC's cash collateral.
A copy of the Seventh Interim Order is available for free at
https://is.gd/CwOwOP from Pacermonitor.com
About Latex Foam International
Latex Foam International, LLC, which conducts business under the
name Talalay Global, provides textile furnishing products. It
offers house furnishings such as blankets, bedspreads, sheets,
table clothes, towels, and shower curtains.
Latex Foam International and four affiliates filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Conn. Lead Case No. 19-51064) on Aug. 8, 2019. The
petitions were signed by Marc Navarre, chief executive officer. At
the time of the filing, the Debtors were estimated to have assets
between $10 million and $50 million and liabilities of the same
range. Judge Julie A. Manning oversees the case. James Berman,
Esq., at Zeisler & Zeisler, P.C., is the Debtors' counsel.
LINDBLAD EXPEDITIONS: Moody's Reviews B1 CFR for Downgrade
----------------------------------------------------------
Moody's Investors Service placed the ratings of Lindblad
Expeditions, LLC on review for downgrade including its B1 Corporate
Family Rating, B2-PD Probability of Default Rating, and its B1
senior secured rating.
"The review for downgrade is prompted by soft booking trends and
increased cancellations related to the global spread of the
coronavirus (COVID-19)," stated Pete Trombetta, Moody's lodging and
cruise analyst. "While the cruise industry has seen past cyclical
downturns including recession and terrorist attacks, COVID-19 will
pressure the cruise companies' earnings and liquidity to a degree
we haven't seen before," added Trombetta.
The cruise industry has been one of those most visibly impacted by
the spread of COVID-19 with quarantined ships due to confirmed
cases of infected passengers prominent in global media coverage
that could cause some customers, especially first time cruisers and
older passengers, to pull back from cruising altogether. With
COVID-19 cases increasing exponentially and global countermeasures
becoming increasingly severe and restrictive, Moody's sees scope
for a significant drop in cruise passenger volumes and net yields
in 2020 as well as the potential for a reduction in demand for
cruises longer term that could result in a multiple notch
downgrade. The industry's seasonal peak in the third quarter of
2020 will be impacted, and as the virus continues to spread across
North America over the coming months, Moody's expects to see lower
demand and pricing pressure into 2021 and possibly beyond. While
cruise demand has proven to be resilient following previous
challenges, the eventual return to a more normalized state is
likely to take longer than in the past and the fallout from
COVID-19 could damage the trajectory of demand in the industry.
On Review for Downgrade:
Issuer: Lindblad Expeditions, LLC
Probability of Default Rating, Placed on Review for Downgrade,
currently B2-PD
Corporate Family Rating, Placed on Review for Downgrade,
currently B1
Senior Secured Bank Credit Facility, Placed on Review for
Downgrade, currently B1 (LGD3)
Outlook Actions:
Issuer: Lindblad Expeditions, LLC
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
The review will focus on Lindblad's ability to preserve its
liquidity during this period of significant earnings decline, the
impact on future bookings from the spread of COVID-19 in Europe and
North America, as well as Moody's view regarding the long-term
demand profile of the industry.
Lindblad Expeditions, LLC and its consolidated subsidiaries
(Nasdaq: LIND), headquartered in New York, NY, is a provider of
tour and adventure travel related services to over 40 destinations
on six continents. The company owns and operates eight expedition
ships and five seasonal charter vessels with capacities ranging
from roughly 25 to 150 guests per voyage. Lindblad generated sales
of about $345 million in 2019.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
LUCKY BUMS SUBSIDIARY: Seeks Exclusivity Extension Through April 25
-------------------------------------------------------------------
Lucky Bums Subsidiary LLC asked the U.S. Bankruptcy Court for the
District of Montana to extend the exclusive period to file a
Chapter 11 Plan to April 25, and the period to solicit acceptances
for its plan through June 24.
The Debtor needed a short extension of time to finish its current
winter sales. The Debtor's main source of income is the sale of
winter gear for children. When the case was filed in October, the
Debtor was finishing pre-order sales and overseas production of
inventory for the winter season. Thus, it was hard for the Debtor
to project its cash flow as its primary sales occur over the winter
months and particularly the holiday season.
The Debtor said that it is necessary for it to conclude the current
winter and holiday season sales to verify that cash flow
projections anticipated for use in a plan of reorganization are
both feasible and sufficient to fund a plan. To date the Debtor's
sales and projected sales have met with expectations and appear
sufficient to provide for a repayment towards its creditors.
Moreover, the claims bar date is currently set for March 2, 2020.
Certain proofs of claim are not filed, particularly the POF from
Debtor's secured creditor Washington Trust Bank and an amended
proof of claim from the Internal Revenue Service.
All About Lucky Bums Subsidiary
Lucky Bums Subsidiary LLC -- https://luckybums.com -- is a
wholesaler of sporting and recreation goods.
Lucky Bums Subsidiary filed a voluntary Chapter 11 petition (Bankr.
D. Mon. Case No. 19-61084) on Oct. 28, 2019, and is represented by
Matt Shimanek, Esq., at Shimanek Law P.L.L.C. In its petition, the
Debtor listed under $10 million in both assets and liabilities.
Judge Benjamin P. Hursh oversees the case.
M&T BRYANT CONSTRUCTION: 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 M&T Bryant Construction and Inspection Services,
LLC.
About M&T Bryant Construction and
Inspection Services
M&T Bryant Construction and Inspection Services, LLC is a single
asset real estate debtor (as defined in 11 U.S.C. Section
101(51B)).
M&T Bryant Construction filed a Chapter 11 petition (Bankr. D.
Colo. Case No. 20-10658) on Jan. 29, 2020. The petition was signed
by Mark Bryant, president. At the time of the filing, the Debtor
disclosed assets of between $1 million and $10 million and
liabilities of the same range. Judge Elizabeth E. Brown oversees
the case. The Law Office of David Serafin represents the Debtor.
MARGIN HOLDINGS: Wells Fargo Objects to Disclosure Statement
------------------------------------------------------------
Wells Fargo Bank, N.A., a secured creditor of debtor Margin
Holdings Ltd., LLC, objects to the adequacy of the Debtor's
Disclosure Statement.
Wells Fargo points out that:
* The Debtor's unsupported belief that it will receive a capital
infusion within 60 days of the Effective Date of the Plan does not
establish feasibility. Even if financing could be established, the
financing is insufficient as it contemplates a reduction in Wells
Fargo's claim to $300,000 when Wells Fargo has not agreed to such
reduction.
* No evidence has been provided, let alone, concrete evidence
that financing or an investment is imminent. The Debtor claims
funding will be provided after Plan confirmation without a single
contract establishing that an investor or financier is committed to
provide the funding.
* Wells Fargo has not agreed to its proposed treatment under the
Plan and, in the absence of Wells Fargo being paid in full, general
unsecured creditors should receive nothing and equity interest
holder should not retain an interest in the company.
* The Disclosure Statement does not contain information that
would enable a creditor to make an informed vote with respect to
the Plan. Every payment under the Plan is dependent on the
financing or investment infusion that the Debtor anticipates
receiving within 60 days of the Effective Date of the Plan.
* The Disclosure Statement cannot be approved in its current
form as it contains misleading information. As set forth in the
Declaration of Chris Ford, Wells Fargo has not agreed to reduce its
claim to $300,000. If the Debtor intends to utilize the Property to
obtain financing, the Debtor cannot utilize the bank’s collateral
without satisfying its claim in full without running afoul of
Section 363(f) of the Bankruptcy Code.
A full-text copy of Wells Fargo's objection dated March 3, 2020, is
available at https://tinyurl.com/wtwmn3h from PacerMonitor at no
charge.
Counsel for Wells Fargo:
NORRIS McLAUGHLIN, P.A.
Melissa A. Pena
400 Crossing Boulevard, 8th Floor
P.O. Box 5933
Bridgewater, New Jersey 08807
Tel: (908) 722-0700
E-mail: mapena@norris-law.com
About Margin Holdings Ltd.
Margin Holdings Ltd. LLC operates as an investment holding company.
On July 15, 2019, Margin Holdings sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-23707). At the
time of the filing, the Debtor was estimated to have assets of
between $1 million and $10 million and liabilities of less than $1
million. The case is assigned to Judge Kathryn C. Ferguson. Maciag
Law, LLC, is the Debtor's legal counsel.
MATRIX INDUSTRIES: Creditors to Get 'Significant Return to Equity'
------------------------------------------------------------------
Debtor Matrix Industries, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of New York a Chapter 11 Plan of
Reorganization and a Disclosure Statement.
The means of implementation of the Plan is the sale of the
Property. The Debtor’s current broker, The Corcoran Group, is
seeking a purchaser to purchase the Property for an amount which
will pay all creditors allowed claims in full. The Debtor believes
that the proceeds generated by the sale will pay all Allowed Claims
of Creditors with a significant return to equity.
Each holder of an Allowed Class 3 General Unsecured Claim will
receive a cash distribution from the Net Sale Proceed equal to the
full Allowed amount of their Allowed General Unsecured Claims on
the later of 10 days after the Closing Date or three business days
after such Claim becomes an Allowed Claim, not to exceed payment in
full, plus interest at the legal rate.
Kourosh Gouyghadosh, the holder of the Class 4 Interests in the
Debtor, shall retain such Interests and will receive the remaining
amount of the Net Sale Proceeds as promptly as practicable after
the payment to holders of Allowed Statutory Fees, Allowed
Administrative Claims, Allowed NonClassified Claims, and Allowed
Claims in Classes 1 through 3.
A full-text copy of the Disclosure Statement dated Feb. 27, 2020,
is available at https://tinyurl.com/whnh6t2 from PacerMonitor at no
charge.
Counsel to the Debtor:
SHAFFERMAN & FELDMAN LLP
137 Fifth Avenue, 9th Floor
New York, New York 10010
Tel: (212) 509-1802
Joel M. Shafferman, Esq.
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.
MCL NURSING: PCO Files Jan. 2020 Report
---------------------------------------
Tony Fullbright, the Oklahoma Deputy State Long Term Care
Ombudsman, as the appointed patient care ombudsman for MCL Nursing,
LLC d/b/a McLoud Nursing Center, submits his Jan. 17, 2020 report
to the U.S. Bankruptcy Court in the Northern District of Georgia
pursuant to 11 U.S.C. Section 333.
The PCO is currently monitoring care to residents in Mcloud Nursing
Center, Mcloud, Oklahoma. The initial visit has been made by
Fullbright, along with designated ombudsman staff.
The PCO's notes:
1. There is only one complaint for the food quality, which
will be followed up on future visits to the facility;
2. Adequate staff, supplies and food stores;
3. All access of the Ombudsman have been unfettered; and
4. Facility staff have been polite and professional.
The PCO said he has received no information from the Oklahoma State
Department of Health regarding annual or complaint surveys, during
the period of appointment.
The PCO can be reached at:
Tony Fullbright
Deputy State Long Care Ombudsman
Department of Human Services
Aging Services
50 NE. 23rd St.
Oklahoma City, OK 73105
Tel: (405) 521-6734
A full-text copy of the PCO Report is available at
https://tinyurl.com/v8morbj from PacerMonitor.com at no charge.
About MCL Nursing LLC
MCL Nursing, LLC, owns and operates a skilled nursing facility in
McLoud, Oklahoma.
MCL Nursing filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-67513) on Nov. 1,
2019. In the petition signed by Christopher F. Brogdon, manager,
the Debtor was estimated to have up to $50,000 in assets and $1
million to $10 million in liabilities. The case is assigned to
Judge Barbara Ellis-Monro. Theodore N. Stapleton, Esq., at
Theodore N. Stapleton, P.C., represents the Debtor.
MIDWAY OILFIELD: Court Confirms Liquidating Plan
------------------------------------------------
Debtor Midway Oilfield Constructors, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Texas, Houston
Division, the Second Amended Disclosure Statement and the Second
Amended Chapter 11 Plan on Dec. 27, 2019.
On Feb. 27, 2020, Judge Marvin Isgur ordered that:
* The Disclosure Statement contains adequate information and is
approved on a final basis, and all objections, statements, and
reservations of rights with respect to the Disclosure Statement are
overruled.
* The Plan is confirmed. All objections and all reservations of
rights pertaining to Confirmation that have not been withdrawn,
waived, or settled are overruled on the merits.
* The Liquidating Trustee will retain and have all the rights,
powers and duties necessary to carry out his responsibilities under
the Plan and the Liquidating Trust Agreement, and as otherwise
provided in this Order.
* From and after the Effective Date, prosecution and settlement
of all Litigation Assets shall be the sole responsibility of the
Liquidating Trustee pursuant to the Plan, this Order, and the
Liquidating Trust Agreement.
* The Liquidating Trustee shall make payments and distributions
pursuant to the procedures established by the Plan. Any payments or
distributions to be made to claimants as required by the Plan shall
be made only to the holders of Allowed Claims and Equity
Interests.
* Any Disputed, contingent or unliquidated Claim shall be
resolved in accordance with the procedures set forth in the Plan.
A full-text copy of the order dated Feb. 27, 2020, is available at
https://tinyurl.com/wseuhcp from PacerMonitor at no charge.
About Midway Oilfield Constructors
Midway Oilfield Constructors, Inc., provides construction services
to the upstream, midstream, and downstream sectors of the oil and
gas industry. Based out of Midway, Texas, Midway provides services
across the State of Texas and Oklahoma.
On Aug. 15, 2018, Midway Oilfield Constructors filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (S.D.
Tex. Case No. 18-34567). The Debtor was estimated to have $1
million to $10 million in assets and $10 million to $50 million in
liabilities as of the bankruptcy filing. Judge Marvin Isgur is the
case judge. The Debtor tapped Hoover Slovacek LLP as its legal
counsel. Hrdlicka White Williams & Aughtry, is the special tax
counsel.
The Office of the U.S. Trustee on Nov. 14, 2018, appointed three
creditors to serve on an official committee of unsecured creditors
in the Chapter 11 case. The committee members are: (1) Buffalo Gap
Instrumentation & Electric Co. Inc.; (2) Sun Coast Resources, Inc.;
and (3) Baldwin Redi-Mix Co., Inc. Lugenbuhl Wheaton Peck Rankin &
Hubbard, is counsel to the Committee.
MODELL'S SPORTING GOODS: Enters Chapter 11 to Pursue Liquidation
----------------------------------------------------------------
Modell's Sporting Goods, Inc., and its affiliates sought Chapter 11
protection to pursue a liquidation of 134 brick-and-mortar
locations.
The Debtors are America's oldest family-owned and operated retailer
of sporting goods, athletic footwear, active apparel, and licensed
fan gear operating under the Modell's Sporting Goods brand. Well
known for its slogan "Gotta go to Mo's," the retail chain was
founded by Morris A. Modell in 1889 as a single store on Cortland
Street in lower Manhattan.
Four generations of the Modell family developed the family business
from a New York-based retailer to a sporting goods powerhouse with
an omni-channel footprint.
The Debtors currently own and operate 134 stores located in various
strip centers and regional malls throughout the Northeastern and
mid-Atlantic United States as well as online through their
e-commerce site, Modells.com. The Debtors offer a broad selection
of goods from the most respected brands in the industry including
Nike, Under Armour, Adidas, Champion, Rawlings, Converse, Asics,
New Balance, Skechers, Timberland, and Wilson. The Debtors also
sell Smith's branded merchandise pursuant to a license agreement.
The Debtors' target customers include athletes, sports fans, and
fitness enthusiasts.
Berkeley Research Group LLC managing director Robert J. Duffy,
presently serving as CRO of the Debtors, explains that the Debtors'
business operations, like those of many of their peers in the
sporting goods retail space, have been negatively impacted by
adverse market trends, including the shifting of sales from
traditional brick-and-mortar retailers to online resellers,
increased competition from big-box and specialty sporting goods
retailers, decline in sports team participation among youth and
teens and changing consumer preferences. The industry-wide
weakness in the Debtors' business segments is reflected by the
bankruptcy filings of several of the Debtors' competitors over the
last several years including Sports Authority, Sport Chalet, City
Sports, MC Sports, and Eastern Mountain Sports.
The Debtors' short-term financial performance has also been
adversely affected by, among other things, (i) warm winter weather
in the Northeastern states, which negatively affected the sales of
cold-weather goods and items and overall store traffic, (ii)
lower-than-anticipated sales of licensed goods in the fourth
quarter of 20193 based on local professional team performance and
(iii) inventory flow disruption during the first half of 2019 due
to rumors surrounding the financial stability of the business. The
operating losses suffered as a consequence of these issues further
impaired the Debtors' liquidity.
Against that backdrop, before the Petition Date, the Debtors and
their advisors worked diligently to solicit and develop strategic
alternatives to maximize value for the benefit of all stakeholders.
In that regard, the Debtors' Chief Executive Officer, Mitchell
Modell, negotiated tirelessly with vendors and landlords on the
terms of an out-of-court restructuring.
Over the course of several weeks, Mr. Modell undertook herculean
efforts to obtain rent concessions from the Debtors' landlords and
more favorable credit terms from the Debtors' trade vendors.
Unfortunately, given the Debtors' limited runway, the Debtors were
unable to execute on any such out-of-court restructuring.
At the same time the Debtors were exploring their out-of-court
options for increasing liquidity, the Debtors pursued other
alternatives to maximize value for their stakeholders. To that end,
the Debtors engaged (i) RBC Capital Markets, as investment banker
to market the Debtors for sale as a going concern, (ii) Tiger
Capital Group, LLC, as consultant to conduct store closing sales
and (iii) A&G Realty Partners, LLC, as real estate advisor.
The Debtors, through RBC, launched an accelerated marketing process
in late January. In the weeks leading up to the Petition Date, the
Debtors engaged in significant negotiations with a potential
acquisition partner for the acquisition of certain of the Debtors'
assets as a going concern. However, on March 10, 2020, the Debtors
and the Potential Bidder reached an impasse in those negotiations
and, given the lack of other interested parties and the Debtors'
tightening liquidity, it became clear that the pursuit of a going
concern sale was no longer viable.
In parallel with the negotiations with the Potential Bidder, the
Debtors worked closely with their advisors, including Tiger, to
right-size their store footprint by closing underperforming
locations. That effort began on Feb. 21, 2020, with the
commencement of store closing sales at 19 locations. Immediately
after determining that a going concern sale to the Potential Bidder
was no longer a feasible path, the Debtors determined that
commencing store closing sales at all their locations is the best
course of action.
In an ever-shifting retail climate that has seen numerous
casualties over the last several years, the Debtors commenced these
Chapter 11 Cases to preserve value for the benefit of the Debtors'
stakeholders. The Debtors determined that filing for Chapter 11
protection, utilizing cash collateral (with the consent of their
lenders) and pursuing an orderly liquidation of their assets in a
controlled, court-supervised environment is the best available
option to maximize value for the benefit of all stakeholders. The
Debtors believe that the Chapter 11 process, including the proposed
liquidation of substantially all their assets, will provide
greatest recovery for their creditors.
About Modell's Sporting Goods
Modell's Sporting Goods -- https://www.modells.com/ -- is a
family-owned and operated retailer of sporting goods, athletic
footwear, active apparel, and fan gear. Modell's Sporting Goods
operates stores throughout New York, New Jersey, Pennsylvania,
Connecticut, Massachusetts, New Hampshire, Delaware, Maryland,
Virginia and the District of Columbia.
Modell's Sporting Goods, Inc., and its affiliates sought Chapter 11
protection (Bankr. D.N.J. Lead Case No. 20-14179) on March 11,
2020.
Modell's Sporting Goods was estimated to have $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
The Hon. Vincent F. Papalia is the case judge.
The Debtors tapped Cole Schotz P.C. as counsel; Berkeley Research
Group, LLC, as restructuring advisor; and Prime Clerk LLC as claims
agent.
MODELL'S SPORTING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Modell's Sporting Goods, Inc.
498 Seventh Avenue
20th Floor
New York, NY 10018
Business Description: Modell's Sporting Goods --
https://www.modells.com/ - is a family-owned
and operated retailer of sporting goods,
athletic footwear, active apparel, and fan
gear. Modell's Sporting Goods operates
stores throughout New York, New Jersey,
Pennsylvania, Connecticut, Massachusetts,
New Hampshire, Delaware, Maryland, Virginia
and the District of Columbia.
Chapter 11 Petition Date: March 11, 2020
Court: United States Bankruptcy Court
District of New Jersey
Fourteen affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Modell's Sporting Goods, Inc. (Lead Case) 20-14179
Modell's NJ II, Inc. 20-14178
Modell's CT II, Inc. 20-14182
Modell's DC II, Inc. 20-14193
Modell's DE II, Inc. 20-14194
Modell's II, Inc. 20-14195
Modell's Maryland II, Inc. 20-14197
Modell's Massachusetts, Inc. 20-14202
Modell's NH, Inc. 20-14206
Modell's NY II, Inc. 20-14208
Modell's Online, Inc. 20-14209
Modell's PA II, Inc. 20-14211
Modell's VA II, Inc. 20-14212
MSG Licensing, Inc. 20-14213
Judge: Hon. Vincent F. Papalia
Debtors' Counsel: Michael D. Sirota, Esq.
David M. Bass, Esq.
Felice R. Yudkin, Esq.
COLE SCHOTZ P.C.
Court Plaza North
25 Main Street
Hackensack, NJ 07601
Tel: (201) 489-3000
Fax: (201) 489-1536
E-mail: msirota@coleschotz.com
dbass@coleschotz.com
fyudkin@coleschotz.com
Debtors'
Restructuring
Advisor: BERKELEY RESEARCH GROUP, LLC
Debtors'
Claims &
Noticing
Agent: PRIME CLERK LLC
https://cases.primeclerk.com/modells
Modell's Sporting's
Estimated Assets: $500,000 to $1 million
Modell's Sporting's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Robert J. Duffy, chief restructuring
officer.
A copy of Modell's Sporting's petition is available for free at
PacerMonitor.com at:
https://is.gd/rwgKTF
Consolidated List of Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Adidas U.S.A. Inc. Trade Debt $8,969,683
Dept CH 19361
Attn: Zion Armstrong
Palatine,IL
60055-9405
Email: Zion.armstron@adidas-group.com
Tel: 917-234-2113
Email: andrew.rudolph@adidas-group.com
Tel: 212-271-7581
2. Nike Inc. Trade Debt $8,768,989
7932 Collections
Center Drive
Attn: Kim Stewart
Chicago, IL 60693
Email: kim.stewart@nike.com
Tel: 212-271-7581
Email: tim.sheerin@nike.com
Tel: 781-401-4067
Email: tom.peddie@nike.com
Tel: 941-807-6295
3. Under Armour Trade Debt $3,759,319
PO Box 791022
Attn: Patrick Frisk
Baltimore, MD
21279-1022
Email: pfisk@underarmour.com
Email: ccummings@underarmour.com
Tel: 410-454-6676
Email: akoeninger@underarmour.com
stephanie.pugliese@underarmour.com
Tel: 732-547-5347
4. US International Media Trade Debt $1,786,915
3415 S Sepulveda Blvd
8th FL
Attn: Russell Zingale
Los Angeles, CA
90034-6060
Email: rzingale@theusim.com
Tel: 917-338-8602
5. Champion/Hanes Brand Trade Debt $1,718,739
JP Morgan Chase
21692 Network Place
Attn: Jon Ram
Chicago, IL
60673-1216
Email: jon.ram@hanes.com
Tel: 336-519-8080
Email: susan.hennike@hanes.com
Tel: 614-551-9139
6. Rawlings Group Trade Debt $1,285,960
PO Box 910212
Attn: Bobby Diebold
Dallas, TX
75391-0212
Email: bdiebold@rawlings.com
Tel: 314-819-2858
Email: mzlaket@rwalings.com
Tel: 314-819-2801
7. New Balance Trade Debt $755,628
PO Box 415206
Attn: Melissa Worth
Boston, MA
02241-5206
Email: melissa.worth@newbalance.com
Tel: 617-746-2566
Email: Peter.Zappala@newbalance.com
Tel: 617-746-2215
Email: kirk.Teatom@newbalance.com
8. Eastman Footwear Group Trade Debt $739,804
Attn: Max Ben Mizrachi
P.O. Box 1036
Charlotte, NC
28201-1036
Email: maxb@efny.com
Tel: 212-629-0282 ext. 231
Email: davidb@efny.com
Tel: 212-629-0282 ext. 224
9. Implus Footcare LLC Trade Debt $704,656
PO Box 679394
Dallas, TX
75267-9394
Tel: 314-392-2704
Fax: 877-615-8406
10. McDavid Knee Guard Inc. Trade Debt $693,627
EB 147- P.O. Box 1691
Attn: Michael Magerman
Minneapolis, MN
55480-1691
Email: mmagerman@unitedspb.com
Tel: 657-383-4401
11. Twins Enterprise Inc. Trade Debt $692,603
DBA Forty Seven Brand
15 Southwest Park
Attn: Steven D'Angelo
Westwood Park, MA 02090
Email: stevend@47brand.com
Tel: 781-320-1384
Email: scabucio@47brand.com
Tel: 781-929-0710
12. Wilson Sporting Goods Trade Debt $567,602
PO Box 3135
Attn: O'Had Cohen
Carol Stream, IL 60132
Email: OhadCohn@auburnhosiery.com
Email: itzhak@weinstock@us.deltagalil.com
Tel: 201-305-4406
13. Ezrasons Inc. Trade Debt $559,739
37 West 37th Street
10th FL
Attn: Ezra Jack Cattan
New York, NY 10018
Email: ezrajack@ezrasons.com
Tel: 212-768-8330
Email: judahc@ezrasons.com
Tel: 212-768-8330
14. Fashions Options Inc. Trade Debt $556,551
1370 Broadway, Suite #901
Attn: Michael Haddad
New York, NY 10018
Email: mhaddad@fashionoptions.com
Tel: 212-947-2223
15. ENI JR286 Inc. Trade Debt $537,319
Dept 3211
Attn: John Melican
Los Angeles, CA
90084-3211
Email: jmelican@jr286.com
Tel: 310-297-6410
Email: csweeney@jr286.com
Tel: 714-236-9180
Email: jhirshberg@jr286.com
bfix@jr286.com
16. 3rd and 87th LP Rent $477,370
Attn: Pinnacle City Living
200 East 87th Street
New York, NY 10128
Email: 200ast87MGR@PinnacleLiving.com
Tel: 646-813-2275
17. Easton Sports Inc. Trade Debt $476,718
32835 Collection Center Dr
Attn: Ivars Jakobsons
Chicago, IL 60693
Email: Ivars.Jakobsons@paa-inc.com
Dan.Jelinek@easton.com
Scott.Bilodeau@easton.com
Tel: 603-249-5047
18. Jacques Moret Inc. Trade Debt $462,668
Everlast Division
1411 Broadway, 8th FL
Attn: Joey Harary
New York, NY 10018
Email: joey@moret.com
Tel: 212-354-2400
19. Capelli of New York Trade Debt $460,287
PO Box 88926
Attn: George Altirs @DEO)
Chicago, IL
60695-1926
Email: George.Altirs@capellinenewyork.com
Tel: 212-684-3344 Ext. 103
20. One Penn Plaza LLC Rent $442,057
Attn: Jeannie Tristanio
c/o Vornado Realty Trust
888 Seventh Avenue
45th FL
New York, NY 10019
Email: JTristaino@vno.com
Tel: 212-239-7405
MORIAH POWDER: Wants to Move Exclusivity Period Through May 28
--------------------------------------------------------------
US Realm Powder River, LLC, formerly known as Moriah Powder River
LLC, asks the U.S. Bankruptcy Court for the District of Wyoming to
extend its exclusivity period to file a plan for 90 days, through
May 28, as well as its exclusivity period to obtain acceptance of a
plan for 90 days, through August 26.
The requested extension, if granted, will provide the Debtor
additional time to formulate its business response to the decline
in natural gas prices -- assessing its options and the best way
forward -- and prepare a plan.
Since the petition date, the price of natural gas has declined
significantly forcing the Debtor to explore new opportunities and
alternatives to increase its revenue. The Debtor is also trying to
renegotiate existing contracts and in discussion with potential new
equity.
About Moriah Powder River
Moriah Powder River, LLC is a privately held natural gas company
with headquarters in Sheridan, Wyoming and operates in the Powder
River Basin located in northeast Wyoming. The Company filed a
voluntary petition for relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Wyo. Case No. 19-20699) on October 31, 2019. The
petition was signed by Craig Camozzi, chief operating officer. At
the time of filing, the Debtor estimated $100 million to $500
million in assets and $50 million to $100 million in liabilities.
Bradley T Hunsicker, at Markus Williams Young & Zimmermann LLC, is
the Debtor's counsel.
NAZAIRE INVESTMENTS: 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 Nazaire Investments Group, LLC.
About Nazaire Investments Group
Nazaire Investments Group, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-61452) on Jan.
27, 2020. Judge Sage M. Sigler oversees the case.
O'HARE FOUNDRY: Needs Additional Time to Formulate Chapter 11 Plan
------------------------------------------------------------------
O'Hare Foundry Corporation asks the U.S. Bankruptcy Court for the
Eastern District of Missouri to extend the exclusivity period for
filing its plan and disclosure statement through March 30, and the
period to solicit acceptances for its plan through June 5.
The Debtor's business has stabilized, and it has worked through all
of the initial issues which arise in any Chapter 11 case.
Currently, the Debtor is working with a consultant to improve its
pricing and profitability, and continues to work on the financing
necessary to its reorganization. The Debtor wants to have those
price increases implemented and financing in place before
determining the exact terms of its Plan.
Further, the Debtor recently devised a plan for eliminating an
unprofitable line of work which will enable it to liquidate some of
its equipment and reduce its space requirements, allowing it to
eliminate substantial occupancy expense and increase its
profitability.
About O'Hare Foundry Corporation
Established in 1921, O'Hare Foundry Corporation --
http://www.oharefoundry.com-- manufactures sand castings from
brass, brass and bronze alloys, and aluminum alloys.
O'Hare Foundry Corporation sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Mo. Case No. 19-41834) on March
27, 2019. At the time of the filing, the Debtor estimated assets
of between $1 million and $10 million and liabilities of between $1
million and $10 million. The case is assigned to Judge Charles E.
Rendlen III.
The Debtor tapped Danna McKitrick, P.C. as legal counsel; Tueth,
Keeney, Cooper, Mohan, and Jackstadt, PC as special counsel; and
Stark & Company, P.C. as accountant.
OAK LAKE: PCO Files January 2020 Report
---------------------------------------
Tony Fullbright, the Oklahoma Deputy State Long Term Care Ombudsman
and appointed PCO for OAK Lake, LLC submits his Jan. 17, 2020
report to the U.S. Bankruptcy Court for the Northern District of
Georgia pursuant to 11 U.S.C. Section 333.
The PCO is currently monitoring care to residents in Grand Lake
Villa, Grove, Oklahoma. The initial visit has been made by
Fullbright, along with designated ombudsman staff.
The PCO's note:
1. The Ombudsman has verified one complaint for the food
quality and missing clothing. These complaints will be followed up
on future visits to the facility;
2. Adequate staff, supplies and food stores;
3. All access of the Ombudsman have been unfettered; and
4. Facility staff have been polite and professional.
The PCO said he has received no information from the Oklahoma State
Department of Health regarding annual or complaint surveys, during
the period of appointment.
The PCO can be reached at:
Tony Fullbright
Deputy State Long Care Ombudsman
Department of Human Services
Aging Services
50 NE. 23rd St.
Oklahoma City, OK 73105
Tel: (405) 521-6734
A full-text copy of PCO Report is available at
https://tinyurl.com/w42nzvx from PacerMonitor.com at no charge.
About Oak Lake LLC
Oak Lake LLC owns and operates a skilled nursing care facility in
Grove, Oklahoma.
Oak Lake LLC filed its voluntary Chapter 11 petition (Bankr. N.D.
Ga. Case No. 19-67517) on Nov. 1, 2019. In the petition signed by
Christopher F. Brogdon, manager, the Debtor was estimated to have
$1 million to $10 million in both assets and liabilities. Judge
Barbara Ellis-Monro is assigned to the case. Theodore N.
Stapleton, P.C., is the Debtor's legal counsel.
OFFSHORE MARINE: Asks Court to Extend Exclusivity Period to June 1
------------------------------------------------------------------
Offshore Marine Contractors, Inc. asked the U.S. Bankruptcy Court
of the Eastern District of Louisiana to extend the exclusive period
for filing its Chapter 11 plan to June 1 and the period for
soliciting acceptances for the plan to July 31.
The company is still in negotiations with its largest secured
creditors regarding the terms of a plan, including financing and
the valuation of its vessels. Offshore Marine anticipates that the
results of these negotiations will enable the company to obtain
approval for its bankruptcy plan.
About Offshore Marine Contractors
Offshore Marine Contractors -- http://offshoremarine.net/-- is a
family-owned and operated company that provides offshore,
self-propelled and self-elevating liftboats for the petroleum
exploration and transportation industries.
Offshore Marine Contractors sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. La. Case No. 19-13253) on Dec. 4,
2019. In the petition signed by its president, Raimy Eymard, the
Debtor disclosed $32,345,576 in assets and $69,280,946 in debt.
Judge Meredith S. Grabill oversees the case.
The Debtor tapped Stewart Robbins & Brown, LLC as legal counsel;
Bohman Morse, LLC as special maritime counsel; Baldwin Haspel Burke
& Mayer, LLC as special tax counsel; Pepperman, Emboulas, Schwartz,
& Todaro, LLC as accountant; and Stout Risius Ross, LLC as
financial advisor.
ORIGIN AGRITECH: Receives Noncompliance Notice from Nasdaq
----------------------------------------------------------
Origin Agritech Ltd. received a letter from the NASDAQ Stock Market
on March 6, 2020, notifying the Company that it had a capital
deficiency under the continued listing rules of NASDAQ, and
therefore the Company was not in compliance with the requirements
for continued listing set forth in NASDAQ Listing Rule 5550(b)(1).
The Company has 45 calendar days (April 20, 2020) to submit a plan
to NASDAQ to regain compliance. If the plan is accepted, the
Company can be granted an exception for up to 180 days to regain
compliance. If NASDAQ does not accept the Company's plan, the
Company will have the opportunity to appeal that decision to a
hearings panel. The Company's management is pursuing options to
address the deficiency. The Company will submit a compliance plan
on or before the deadline set by NASAQ.
NASDAQ has indicated by letter dated March 6, 2020, that the
listing requirement of filing the annual report on Form 20-F for
the fiscal year ended Sept. 30, 2019, has been satisfied, by its
filing with the SEC on March 2, 2020.
About Origin
Founded in 1997 and headquartered in Zhong-Guan-Cun (ZGC) Life
Science Park in Beijing, Origin Agritech Limited (NASDAQ GS: SEED)
-- http://www.originseed.com.cn/-- is an agricultural
biotechnology company, specializing in crop seed breeding and
genetic improvement, seed production, processing, distribution, and
related technical services. Origin operates production centers,
processing centers and breeding stations nationwide with sales
centers located in key crop-planting regions. Product lines are
vertically integrated for corn, rice and canola seeds.
Origin Agritech reporting a net loss of RMB65.65 million for the
year ended Sept. 30, 2019, compared to a net loss of RMB152.79
million for the year ended Sept. 30, 2018. As of Sept. 30, 2019,
the Company had RMB261.11 million in total assets, RMB276.58
million in total liabilities, and a total deficit
of RMB15.47 million.
B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated March 2, 2020, citing that the Company incurred recurring
losses from operations, has net current liabilities and an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.
PIER 1 IMPORTS: Plan Deal Provides for Sale or Equitization
-----------------------------------------------------------
Pier 1 Imports, Inc. and its Debtor Affiliates filed with the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, a Disclosure Statement for the Joint Chapter 11 Plan
dated February 27, 2020.
With the support of 63.8% of its prepetition Term Loan Lenders,
Pier 1 commenced the chapter 11 cases with an agreed Plan and
operational process designed to maximize the value of the
enterprise for the benefit of all stakeholders and continue the
operational redo that is already underway. As contemplated in the
plan support agreement (PSA) and related bidding procedures
approved by the Bankruptcy Court on February 18, 2020, the Company
will continue this broad marketing effort to seek all manner of
bids for its assets. The all weather Plan contemplated by the PSA
provides for either the effectuation of a sale or the equitization
of term loan indebtedness on a stand-alone basis. The Debtors have
secured $256 million in debtor-in-possession financing (DIP
Financing) to facilitate this process.
Each Holder of an Allowed General Unsecured Claims will receive
either: (a) its Pro Rata share of the Distributable Proceeds
pursuant to the Waterfall Recovery after all senior Claims are paid
in full; or (b) if the Required Consenting Term Lenders agree to
exchange their Claims for the New Pier 1 Interests their pro-rata
share of cash.
Each Allowed Interest in Pier 1 shall be canceled, released, and
extinguished, and will be of no further force or effect and no
Holder of Interests in Pier 1 shall be entitled to any recovery or
distribution under the Plan on account of such Interests.
The PSA contemplates a restructuring of the Debtors through (a) a
sale of substantially all of the assets of, or Interests in, the
Company to one or more purchasers and winding down of operations
and/or (b) the Reorganized Debtors' issuance of New Pier 1
Interests to fund distributions to Holders of Term Loan Claims in
accordance with Article III of the Plan.
Any Asset Sale Transaction will be conducted pursuant to the
Bidding Procedures and approved as part of the Confirmation of the
Plan. In the event of an Equitization Restructuring, additional
provisions will apply.
If an Equitization Restructuring does not occur, the Plan
Administrator will fund distributions under the Plan with Cash on
hand on the Effective Date and the revenues and proceeds of all
assets of the Debtors, including proceeds from all Causes of Action
not settled, released, discharged, enjoined, or exculpated under
the Plan or otherwise on or prior to the Effective Date.
Under an Equitization Restructuring, the Reorganized Debtors shall
fund distributions under the Plan from Cash on hand, including Cash
from operations, proceeds of any Asset Sale Transaction; the
issuance and distribution of New Pier 1 Interests; and the proceeds
of the Exit ABL Facility and New Term Loan.
A full-text copy of the Disclosure Statement dated Feb. 27, 2020,
is available at https://tinyurl.com/ukb9vg9 from PacerMonitor at no
charge.
The Debtors are represented by:
Joshua A. Sussberg, P.C.
Emily E. Geier
AnnElyse Scarlett Gains
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
- and -
Michael A. Condyles
Peter J. Barrett
Jeremy S. Williams
Brian H. Richardson
KUTAK ROCK LLP
901 East Byrd Street, Suite 1000
Richmond, Virginia 23219-4071
Telephone: (804) 644-1700
Facsimile: (804) 783-6192
- and -
Joshua M. Altman
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
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 decor and accessories. Its products are available
through approximately 930 Pier 1 stores in the U.S. and online at
pier1.com.
Pier 1 Imports and seven 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 Imports disclosed $426.6 million in assets and $258.3
million in debt as of Jan. 2, 2020.
Judge Kevin R. Huennekens oversees the cases.
A&G Realty Partners is assisting Pier 1 Imports with its previously
announced store closures and lease modifications. Pier 1 Imports
landlords are encouraged to contact A&G Realty Partners through its
website, http://www.agrep.com/
Kirkland & Ellis LLP and Osler, Hoskin & Harcourt LLP serve as
legal advisors to Pier 1 Imports and its affiliated debtors in the
U.S. and Canada, respectively. The Debtors tapped AlixPartners LLP
as restructuring advisor; Guggenheim Securities, LLC as investment
banker; and Epiq Bankruptcy Solutions as claims agent.
PLATINUM SALON: Case Summary & 15 Unsecured Creditors
-----------------------------------------------------
Debtor: Platinum Salon and Day Spa, Inc.
81 Stratford
Bloomingdale, IL 60108
Business Description: Platinum Salon and Day Spa Inc. in the
salon and spa business.
Chapter 11 Petition Date: March 12, 2020
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 20-07077
Judge: Hon. Timothy A. Barnes
Debtor's Counsel: Joshua D. Greene, Esq.
SPRINGER BROWN, LLC
300 S. County Farm Road, Suite I
Wheaton, IL 60187
Tel: 630-510-0000
http://www.springerbrown.com/
Total Assets: $52,286
Total Liabilities: $2,341,938
The petition was signed by Judi Mulder, president.
A copy of the petition containing, among other items, a list of the
Debtor's 15 unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/9DGSPG
PRINTEX INC: Wants to Extend Exclusive Filing Period to April 9
---------------------------------------------------------------
Printex, Inc., Midamerica Pick & Pack Inc. and Medford Randal Park
ask the U.S. Bankruptcy Court for the Eastern District of Missouri
to extend the exclusive period to file a Chapter 11 Plan and
Disclosure Statement to April 9.
The Court has approved a Motion to Sell assets of Printex and Mid
America. However, the closing date has not been set. The Debtors'
counsel, Fredrich J. Cruse, Esq. at Cruse.Chaney-Faughn, PC, cannot
complete the Chapter 11 Plan and Disclosure Statement until the
closing has been done.
About Printex Inc.
Printex Inc. and its affiliates, Medford Randal Park and Midamerica
Pick & Pack Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mo. Case Nos. 19-20132 to 19-20134) on
May 31, 2019. The cases were jointly administered under Lead Case
Case No. 19- 20132.
At the time of the filing, Printex estimated assets of between $1
million to $10 million and liabilities of the same range.
Meanwhile, Midamerica Pick estimated assets of less than $50,000
and liabilities of between $1 million and $10 million.
Cruse.Chaney-Faughn, PC, is the Debtors' their legal counsel.
QUORUM HEALTH: KKR Credit Advisors, et al. Report 9.1% Stake
------------------------------------------------------------
In an amended No. 4 to Schedule 13D filed with the Securities and
Exchange Commission, these entities and individuals reported
beneficial ownership of shares of common stock of Quorum Health as
of March 10, 2020:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------ -------
KKR Credit Fund Advisors LLC 2,621,439 8.0%
KKR Credit Advisors (US) LLC 2,988,781 9.1%
Kohlberg Kravis Roberts & Co. L.P. 2,988,781 9.1%
KKR & Co. GP LLC 2,988,781 9.1%
KKR Holdco LLC 2,988,781 9.1%
Powell Investors II Limited Partnership 2,513,651 7.6%
KKR Special Situations Fund II Limited 2,513,651 7.6%
KKR Special Situations (EEA) Fund II L.P. 2,513,651 7.6%
KKR Associates Special Situations
(EEA) II Limited 2,513,651 7.6%
KKR Associates Special Situations
(Offshore) II L.P. 2,513,651 7.6%
KKR Special Situations (Offshore)
II Limited 2,513,651 7.6%
KKR Financial Holdings LLC 2,513,651 7.6%
KKR Group Partnership L.P. 2,880,993 8.8%
KKR Group Holdings Corp. 2,988,781 9.1%
KKR & Co. Inc. 2,988,781 9.1%
KKR Management LLP 2,988,781 9.1%
Henry R. Kravis 2,988,781 9.1%
George R. Roberts 2,988,781 9.1%
In connection with an internal reorganization that became effective
on Jan. 1, 2020 (the "KKR Reorganization"), this Amendment No. 4
reflects, among other things, (i) the addition of certain Reporting
Persons on this Schedule 13D, (ii) the removal of KKR Management
Holdings L.P., KKR Management Holdings Corp. and KKR Fund Holdings
GP Limited as Reporting Persons on this Schedule 13D as a result of
their dissolution or merger and (iii) the renaming of KKR Fund
Holdings L.P. as KKR Group Partnership L.P. The KKR Reorganization
did not involve any purchase or sale of securities of the Issuer.
A full-text copy of the regulatory filing is available for free at
the SEC's website at:
https://is.gd/6uIvw0
About Quorum Health
Headquartered in Brentwood, Tennessee, Quorum Health --
http://www.quorumhealth.com/-- is an operator of general acute
care hospitals and outpatient services in the United States. As of
Sept. 30, 2019, the Company owned or leased 24 hospitals in rural
and mid-sized markets located across 14 states and licensed for
2,038 beds. Through Quorum Health Resources LLC, a wholly-owned
subsidiary, the Company provides hospital management advisory and
healthcare consulting services to non-affiliated hospitals across
the country. Over 95% of the Company's net operating revenues are
attributable to its hospital operations business. The Company's
headquarters are located in Brentwood, Tennessee, a suburb south of
Nashville. Shares in Quorum Health Corporation are traded on the
NYSE under the symbol "QHC." More information about the Company can
be found on its website at www.quorumhealth.com.
Quorum Health incurred net losses attributable to the Company of
$200.24 million in 2018, $114.2 million in 2017, and $347.7 million
in 2016. As of Sept. 30, 2019, Quorum Health had $1.52 billion in
total assets, $1.72 billion in total liabilities, $2.27 million in
redeemable noncontrolling interest, and a total deficit of $203.36
million.
* * *
As reported by the TCR on Nov. 19, 2019, S&P Global Ratings lowered
the issuer credit rating on Brentwood, Tenn.-based Quorum Health
Corp. to 'CCC-' from 'CCC'. The downgrade follows the company's
revision of guidance due to the deterioration in revenue-cycle
management ahead of the transition to R1 RCM, a
slower-than-expected pace of divestitures, and greater prospects
for a covenant violation and possible debt restructuring.
Moody's Investors Service downgraded the ratings on Quorum Health
Corporation, including the Corporate Family Rating to Caa2 from B3,
the TCR reported on Nov. 21, 2019. The downgrade of the CFR
reflects growing uncertainty as to whether Quorum's divestiture
plan will be completed in the months ahead and when the company's
earnings will rebound.
QUORUM HEALTH: Responds to Update on Potential Transaction
----------------------------------------------------------
Quorum Health Corporation responded to an update provided by KKR
Credit Advisors (US) LLC on Tuesday March 10, 2020 regarding the
previously disclosed non-binding proposal letter delivered to the
Company on Dec. 2, 2019.
The Company, together with its financial and legal advisors,
continues to engage in constructive discussions with KKR and other
debt holders regarding a potential recapitalization or financial
reorganization transaction. The Company's objective is to reach a
consensual agreement that enables it to reduce its annual interest
expense, enhance its operations and invest in future growth.
About Quorum Health
Headquartered in Brentwood, Tennessee, Quorum Health --
http://www.quorumhealth.com/-- is an operator of general acute
care hospitals and outpatient services in the United States. As of
Sept. 30, 2019, the Company owned or leased 24 hospitals in rural
and mid-sized markets located across 14 states and licensed for
2,038 beds. Through Quorum Health Resources LLC, a wholly-owned
subsidiary, the Company provides hospital management advisory and
healthcare consulting services to non-affiliated hospitals across
the country. Over 95% of the Company's net operating revenues are
attributable to its hospital operations business. The Company's
headquarters are located in Brentwood, Tennessee, a suburb south of
Nashville. Shares in Quorum Health Corporation are traded on the
NYSE under the symbol "QHC." More information about the Company can
be found on its website at www.quorumhealth.com.
Quorum Health incurred net losses attributable to the Company of
$200.24 million in 2018, $114.2 million in 2017, and $347.7 million
in 2016. As of Sept. 30, 2019, Quorum Health had $1.52 billion in
total assets, $1.72 billion in total liabilities, $2.27 million in
redeemable noncontrolling interest, and a total deficit of $203.36
million.
* * *
As reported by the TCR on Nov. 19, 2019, S&P Global Ratings lowered
the issuer credit rating on Brentwood, Tenn.-based Quorum Health
Corp. to 'CCC-' from 'CCC'. The downgrade follows the company's
revision of guidance due to the deterioration in revenue-cycle
management ahead of the transition to R1 RCM, a
slower-than-expected pace of divestitures, and greater prospects
for a covenant violation and possible debt restructuring.
Moody's Investors Service downgraded the ratings on Quorum Health
Corporation, including the Corporate Family Rating to Caa2 from B3,
the TCR reported on Nov. 21, 2019. The downgrade of the CFR
reflects growing uncertainty as to whether Quorum's divestiture
plan will be completed in the months ahead and when the company's
earnings will rebound.
REDEEMED CHRISTIAN CHURCH: US 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
The Redeemed Christian Church of God-Throne of Grace, Inc.,
according to court dockets.
About The Redeemed Christian Church
of God-Throne of Grace Inc.
The Redeemed Christian Church of God-Throne of Grace, Inc. filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.
20-00956) on Feb. 3, 2020, listing under $1 million in assets and
liabilities. Buddy D. Ford, P.A. is the Debtor's legal counsel.
RENAISSANCE HEALTH: Golden Developing Buying All Assets $250K
-------------------------------------------------------------
Debtor Renaissance Health Publishing, LLC, doing business as Renown
Health Products, asks the U.S. Bankruptcy Court for the Southern
District of Florida, to authorize the sale of substantially all
assets to Golden Developing Solutions, Inc., for $250,000, subject
to higher and better offers.
The Debtor has listed its assets in Schedule B of the Schedules,
including its intellectual property and goodwill.
EIN Cap, Inc. has a secured lien on the Assets in the amount of
$575,016. EIN has agreed to accept a reduced payout in
satisfaction of its claim; specifically, the Purchaser will pay EIN
$50,000 at closing of the sale of the Assets plus $5,000 per month
for 12 months thereafter.
In addition, after administrative expenses are paid in full, the
Purchaser will provide for a total distribution of $25,000 to
unsecured creditors pro rata.
The Purchaser will pay the FTC as previously agreed to by the
Debtor and as described in the Order Approving Settlement; i.e.,
four $25,000 payments for a total amount of $100,000.
The Purchaser will continue to operate the Debtor's business in
substantially the same manner as was done previously. For example,
the business will continue to be operated as "Renown Health
Products," the same products will be continued to be sold, and the
same employees will remain. The Debtor's Privacy Policy will also
remain in place.
13. Stavros Triant will be the president of the new operating
entity to be established by the Purchaser.
Due to recent marketing efforts and funding for a new supplement
product line, the Debtor requires an immediate influx of cash in
order to operate. Though it believes that its long-term prospects
are favorable, in the short- to medium-term, the Debtor cannot
continue to operate without new funding. Furthermore, the Debtor
has been unable to secured DIP lending. For these reasons, the it
believes that a sale of the Assets is the most favorable outcome
for its creditors.
The Debtor's Privacy Policy”) is linked to on its general website
page
(https://renownhealthproducts.com/page/rhp/aboutus/privacy.html?sid=4712354578.3991724)
as well as each individual product page.
In the instant case, the Purchaser is acting as an affiliate of the
Debtor's as it will be operating the business in the same way it
has previously operated. Personally identifiable information will
not be sold to an unrelated 3rd party, another entity not involved
with the sale, or an entity not integral to the Debtor's business.
The Debtor asks authority to sell its Assets free and clear of any
liens, claims, interests, encumbrances, with any such liens, claims
and encumbrances to attach to the proceeds of said sale.
Subject to the terms and conditions of the set forth in the Motion,
the Debtor, in the sound exercise of its business judgment, has
concluded that consummation of the sale of the Assets to the Buyer
will best maximize the value of the estate for the benefit of
creditors. The Debtor respectfully asserts that ample business
justification exists for the sale.
A copy of the Private Policy is available at
https://tinyurl.com/sa8k7ps from PacerMonitor.com free of charge.
The Purchaser:
GOLDEN DEVELOPING SOLUTIONS, INC.
2303 RR 620 So, #160-143
Lakeway, TX 78734
About Renaissance Health Publishing
Renaissance Health Publishing, LLC, doing business as Renown Health
Products, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla.
Case No. 19-13729) on March 22, 2019, disclosing under $1 million
in both assets and liabilities. The Debtor tapped Aaron A.
Wernick, Esq., at Furr Cohen, P.A., as bankruptcy counsel, and
Schneider Rothman IP Law Group, as special counsel.
RIDGELINE AT BLOWING: Seeks and Gets Nod to Use Cash Collateral
---------------------------------------------------------------
The Ridgeline at Blowing Rock, Inc., seeks authority from the U.S.
Bankruptcy Court for the Western District of North Carolina to use
cash collateral in the ordinary course of business in accordance
with a budget.
The Debtor believes Highlands Union Bank ("HUB") holds a claim of
approximately $55,000 as of the Petition Date. The HUB Indebtedness
is secured by interests in certain property of the Debtor,
including, but not limited to, accounts.
Pursuant to certain tax liens, the North Carolina Department of
Revenue levied upon the premises located at 8960 Valley Blvd,
Blowing Rock, NC, and associated personal property.
Judge Laura T. Beyer authorized the Debtor to use cash collateral
for the payment of its operating expenses consistent with the
revised Budget. The approved budget provides total monthly expenses
of approximately $48,565.50.
Judge Beyer further ordered that:
(a) The Debtor will be considered in compliance with the
Budget so long as the Debtor does not exceed the Budget by more
than 10% per line item (on a cumulative basis);
(b) The Creditors are granted a replacement security interest
under section 361 of the Bankruptcy Code to the extent the
Creditors cash collateral is used by the Debtor and to the extent
and with the same priority in the Debtor's post-petition
collateral, and the proceeds thereof, that the Creditors hold in
the Debtor's pre-petition collateral;
(c) The Order is entered without prejudice to the claims,
rights and defenses that the Debtor and/or any other party in
interest may have to challenge the validity, priority or extent of
the liens asserted by the Creditors and any and all claims, rights,
and defenses the Creditors may assert in any action to challenge
the validity, priority, or extent of the liens asserted; and
(d) The Debtor will provide to the Creditors and the
Bankruptcy Administrator, weekly reporting via e-mail, one week in
arrears, for all gross receipts that the Debtor receives for the
reporting week from Monday through Sunday, with said report due the
following Sunday.
About The Ridgeline at Blowing Rock
The Ridgeline at Blowing Rock, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D.N.C. Case No. 20-50037) on Jan. 29, 2020,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by John C. Woodman, Esq., at Essex Richards,
P.A.
RIVERBEND FOODS: Direct Business Objects to Disclosure & Plan
-------------------------------------------------------------
Direct Energy Business, LLC, d/b/a Direct Energy Business, objects
to final approval of the First Amended Disclosure Statement,
confirmation of the First Amended Joint Chapter 11 Plan of
Liquidation dated Jan. 28, 2020, and reservation of rights of
debtor Riverbend Foods LLC.
In its objection, Direct Energy points out that:
* The Disclosure Statement does not address DE's administrative
expense claim. The Plan is not fair and equitable as required
under the Bankruptcy Code, both due to its misclassification of
DE's administrative claim, and the Debtor's failure to account for
DE's postpetition administrative claim. For the avoidance of
doubt, DE does not agree to accept anything less on account of its
postpetition claim.
* Based on the Plan and Disclosure Statement, DE's administrative
expense claims are unaccounted for. Specifically, the
Administrative Fund to be administered by the Liquidating Trustee
will be funded with amounts sufficient to pay only Professional Fee
Claims, US Trustee Fees, and the $9,000 administrative expense
claim of Commonwealth Warehousing.
* Because the Plan violates Section 1129(a)(9)(A), confirmation
of the Plan must be denied. DE submits that the Plan can only be
approved if the Debtor pays DE's Sec. 503(b)(9) administrative
expense claims in full on the effective date, as well as sufficient
reserves to pay DE's postpetition administrative expense claim in
full once allowed.
* The Plan must provide for the full payment of DE's Sec.
503(b)(9) administrative expense claim and DE's postpetition
administrative expense claim, or provide for the reserve funds
sufficient to ensure the full payment of such claims if and when
allowed by final order of the Court.
* DE reserves the right to supplement or amend the Objection, as
well as all rights to assert any and all administrative expense
claims.
A full-text copy of Direct Energy's objection to Disclosure
Statement dated Feb 28, 2020, is available at
https://tinyurl.com/umx7cnx from PacerMonitor at no charge.
Attorneys for Direct Energy:
WHITEFORD, TAYLOR & PRESTON, LLP
Daniel R. Schimizzi
200 First Avenue, Third Floor
Pittsburgh, PA 15222
Telephone: (412) 275 – 2401
Facsimile: (412) 275 – 2404
E-mail: dschimizzi@wtplaw.com
- and -
McDOWELL HETHERINGTON LLP
Jarrod B. Martin
1001 Fannin Street, Suite 2700
Houston, TX 77002
Tel: 713-337-5580
Fax: 713-337-8850
E-mail: Jarrod.Martin@mhllp.com
About Riverbend Foods
Riverbend Foods was a manufacturer of private label and
contract-manufactured canned and jarred soups, broths, gravies,
sauces, and infant feeding products. Riverbend's operations were
located at 1080 River Avenue in Pittsburgh, Pennsylvania. It began
operations in May 2017, after it acquired the business assets from
Treehouse Foods, Inc.
Riverbend ceased regular business operations on July 31, 2019.
Riverbend Foods sought Chapter 11 protection (Bankr. W.D. Pa. Case
No. 19-24114) on Oct. 22, 2019. In the petition signed by CRO
Dalton Edgecomb, the Debtor was estimated to have assets and
liabilities in the range of $10 million to $50 million. Judge
Gregory L. Taddonio is assigned to the case. The Debtor tapped
Frank J. Guadagnino, Esq., at McGuirewoods LLP as counsel, and
Winter Harbor, LLC as restructuring advisor.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Oct. 31, 2019. The
Committee retained Fox Rothschild LLP as legal counsel, and
Giuliano Miller & Company, LLC, as accountant and financial
advisor.
RIVERBEND FOODS: Northeast Says Admin. Claim Shold be Paid in Full
------------------------------------------------------------------
Northeast Properties LLC (NEP) objects to Confirmation of the First
Amended Joint Chapter 11 plan of Liquidation and Reservation of
Rights of debtor Riverbend Foods LLC.
Northeast Properties points out that:
* In the Disclosure Statement, the Plan proponents state that the
treatment of NEP's administrative expense claim is to be discussed
between Debtor and Creditor. No such discussions have occurred as
of the date hereof.
* Because the Plan violates Section 1129(a)(9)(A), and because
the Debtor has not complied with 365(d)(3), confirmation of the
Plan must be denied. NEP submits that the Plan can only be
approved if the Debtor pays NEP's administrative expense claim in
full on the effective date or reserves funds to pay NEP's
administrative expense claim in full.
* If the Plan proponents are not required to, at a minimum,
reserve funds sufficient to ensure the full payment of NEP's
postpetition claims under the Lease, NEP will be materially
prejudiced in any litigation between it and the Official Committee
of Unsecured Creditors or the Liquidation Trustee.
* It is not necessary for NEP's Administrative Expense Claim to
be filed in order for this court to rule that provision must be
made to pay costs arising under the Lease postpetition. Under
Section 365(d)(3), the recovery of amounts due under the Lease is
automatic without the requirement of proving a Sec. 503(b)(1)
administrative expense claim.
NEP reserves the right to supplement or amend this Objection to,
among other things, allege additional claims arising under the
Lease from and after the Petition Date and prior to the deemed
rejection of the Lease.
A full-text copy of Northeast Properties' objection to plan dated
February 28, 2020, is available at https://tinyurl.com/qoahjge from
PacerMonitor at no charge.
Counsel to Northeast Properties:
BUCHANAN INGERSOLL & ROONEY PC
Timothy P. Palmer
Union Trust Building
501 Grant Street
Pittsburgh, PA 15219
E-mail: timothy.palmer@bipc.com
- and -
HUNTON ANDREWS KURTH LLP
Robin Russell
600 Travis Street, Suite 4200
Houston, Texas 77002
E-mail: rrussell@huntonak.com
Brian Clarke
200 Park Avenue
New York, New York 10166
E-mail: brianclarke@huntonak.com
About Riverbend Foods
Riverbend Foods was a manufacturer of private label and
contract-manufactured canned and jarred soups, broths, gravies,
sauces, and infant feeding products. Riverbend's operations were
located at 1080 River Avenue in Pittsburgh, Pennsylvania. It began
operations in May 2017, after it acquired the business assets from
Treehouse Foods, Inc.
Riverbend ceased regular business operations on July 31, 2019.
Riverbend Foods sought Chapter 11 protection (Bankr. W.D. Pa. Case
No. 19-24114) on Oct. 22, 2019. In the petition signed by CRO
Dalton Edgecomb, the Debtor was estimated to have assets and
liabilities in the range of $10 million to $50 million. Judge
Gregory L. Taddonio is assigned to the case. The Debtor tapped
Frank J. Guadagnino, Esq., at McGuirewoods LLP as counsel, and
Winter Harbor, LLC as restructuring advisor.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Oct. 31, 2019. The
Committee retained Fox Rothschild LLP as legal counsel, and
Giuliano Miller & Company, LLC, as accountant and financial
advisor.
RIVOLI & RIVOLI: Cash Collateral Use Continued Through April 30
---------------------------------------------------------------
Judge Paul R. Warren of the U.S. Bankruptcy Court for the Western
District of New York authorized Rivoli & Rivoli Orthodontics,
P.C., to use cash collateral in the ordinary course of its business
through April 30, 2020 in accordance with the Sixth Interim Order
and with those income and expense projections set forth in the
budget within a 1% variance.
A further hearing on the Debtor's use of cash collateral will be
held on April 30, 2020 at 9:00 a.m.
The Debtor may use the cash collateral in which the Secured
Creditors -- Internal Revenue Service, the Lyons National Bank, the
New York State Department of Taxation and Finance and Spring Pines
Dental Care, LLP -- have or claim lines or security interests.
The Secured Creditors are granted rollover replacement liens in
post-petition assets of the Debtors, of the same relative priority
and on the same types and kinds of collateral as they possessed
prepetition, to the extent of cash collateral actually used and not
paid down by the Debtors, effective as of the date of the filing of
the case.
In addition, the Debtor will continue making monthly adequate
protection payments: (a) to the IRS in the amount of $11,500; (b)
to Lyons Bank in the amount of $2,000; (c) NYS Tax in the amount of
$1,000; and (d) to Spring Pines in the amount of $2,000.
A copy of the Sixth Interim Order is available for free at
https://is.gd/gFElKJ from Pacermonitor.com
About Rivoli & Rivoli Orthodontics
Rivoli & Rivoli Orthodontics, P.C. -- http://www.rivoliortho.com/
-- offers orthodontic services with locations in Spencerport,
Rochester, Webster, and Brockport New York.
Rivoli & Rivoli Orthodontics filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No.
19-20627) on June 21, 2019. In the petition signed by Peter S.
Rivoli, president, the Debtor estimated $233,492 in assets and
$1,778,831 in liabilities. Daniel F. Brown, Esq., at Andreozzi
Bluestein LLP, is the Debtor's counsel.
RIVORE METALS: April 15 Plan Confirmation Hearing Set
-----------------------------------------------------
On March 3, 2020, debtor Rivore Metals, LLC, filed with the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, a Second Amended Combined Plan of Liquidation and
Disclosure Statement.
Judge Thomas J. Tucker approved the Disclosure Statement and
established the following dates and deadlines:
* April 6, 2020, is the deadline to return ballots on the Second
Amended Plan, as well as to file objections to final approval of
the Disclosure Statement and objections to confirmation of the
Second Amended Plan.
* April 15, 2020, at 11:00 a.m., in Room 1925, 211 W. Fort
Street, Detroit, Michigan is the hearing on objections to final
approval of the Disclosure Statement and confirmation of the Second
Amended Plan.
* April 10, 2020, is fixed as the last day for the Debtor to file
a signed ballot summary indicating the ballot count.
A full-text copy of the order dated March 3, 2020, is available at
https://tinyurl.com/vehu4uw from PacerMonitor at no charge.
About Rivore Metals
Rivore Metals, LLC -- http://www.rivore.com/-- is a metals trading
and project management company with offices in the United States
and Canada offering full-service trading operations to
international specialized markets for ferrous and non-ferrous scrap
metals.
Rivore Metals, LLC, filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-53795) on Sept.
27, 2019. In the petition signed by Konstantinos C. Marselis,
president, the Debtor was estimated to have up to $50,000 in assets
and $1 million to $10 million in liabilities.
The case is assigned to Judge Thomas J. Tucker.
Charles D. Bullock, Esq. at Stevenson & Bullock, P.L.C., is the
Debtor's counsel.
The U.S. Trustee for Region 9 appointed a committee of unsecured
creditors on Oct. 15, 2019.
RIVORE METALS: PNC Bank to Get $6M Under Liquidating Plan
---------------------------------------------------------
Debtor Rivore Metals, LLC, filed the Second Amended Combined Plan
of Liquidation and Disclosure Statement dated March 3, 2020.
Class IX Allowed Unsecured Claims will each receive a pro rata
distribution incident to its allowed general unsecured claim.
Neither pre-confirmation interest nor post-confirmation interest on
Allowed Class IX Claims will be paid. The total amount of
unsecured claims is $8,582,704 without considering the amount of
deficiency claims. The PNC Bank Unsecured Claim will be an allowed
unsecured claim in the amount of $6,324,026, which is subject to
amendment depending on the net proceeds from the liquidation of the
Class I Assets that the Bank has received from the liquidation of
the Class I Assets as of the Distribution Date.
Class X will consist of the Interests of the equity security
holders in the Debtor. Rivore Holdings is the sole Interest Holder
of the Debtor. The holders of the equity security interests in the
Debtor will neither receive any distributions nor retain any
property under the Plan. As of the Effective Date, all
certificates, documents, and other instruments underlying the
equity Interests shall be canceled.
On the Effective Date, all of the Debtor's rights, title, and
interests in the Assets vest in the Liquidating Debtor.
The Liquidating Debtor shall liquidate the Class 1 Assets for the
benefit of the Bank. The Liquidating Debtor's right to pursue the
Causes of Action is preserved. The Bank retains such security
interest and such security interest are indefeasible and deemed
perfected as of the entry of the confirmation order and the Bank is
authorized to record such security interest with the appropriate
governmental authority. The security interests of the Bank shall
be binding on the Liquidating Debtor and shall continue in the
Class 1 Assets upon the vesting of the Class 1 Assets in the
Liquidating Debtor.
The Plan is a liquidating plan and after all assets are collected
and distributions made under the Plan, the Debtor will be
dissolved.
A full-text copy of the Disclosure Statement dated March 3, 2020,
is available at https://tinyurl.com/tezomkv from PacerMonitor at no
charge.
Counsel for the Debtor:
STEVENSON & BULLOCK, P.L.C.
Charles D. Bullock
Ernest M. Hassan, III
Elliot G. Crowder
26100 American Drive, Suite 500
Southfield, MI 48034
Tel: (248) 354-7906
Fax: (248) 354-7909
E-mail: cbullock@sbplclaw.com
ehassan@sbplclaw.com
ecrowder@sbplclaw.com
About Rivore Metals
Rivore Metals, LLC -- http://www.rivore.com/-- is a metals trading
and project management company with offices in the United States
and Canada offering full service trading operations to
international specialized markets for ferrous and non-ferrous scrap
metals.
Rivore Metals filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-53795) on Sept. 27,
2019. In the petition signed by Konstantinos C. Marselis,
president, the Debtor was estimated to have up to $50,000 in assets
and $1 million to $10 million in liabilities.
The case is assigned to Judge Thomas J. Tucker.
Charles D. Bullock, Esq. at Stevenson & Bullock, P.L.C., is the
Debtor's counsel.
The U.S. Trustee for Region 9 appointed a committee of unsecured
creditors on on Oct. 15, 2019.
RL BROOKS TRUCKING: North Central Objects to Disclosure Statement
-----------------------------------------------------------------
Creditor North Central Pennsylvania Regional Planning and
Development Commission objects to the approval of the Disclosure
Statement filed by debtor RL Brooks Trucking, LLC.
* The Plan and Disclosure Statement do not disclose that Randell
L. Brooks, the principal and sole owner of the debtor, will
continue to own all of the Debtor's stock even though unsecured
creditors will be paid little or nothing (an estimated 1% for Class
13, Unsecured Claimants) in violation of the absolute priority
rule.
* The budget attached to the Disclosure Statement projects a
yearly net income of $153,679, which alone indicates that the
business and Mr. Brooks' interest therein have considerable value.
* The Plan and Disclosure Statement do not describe how or when
unsecured claimants without priority are to be paid, i.e., whether
monthly, yearly, or on some other basis or whether unsecured
creditors will receive some definite monthly or other amount.
* Neither the Plan nor the Disclosure Statement project the
gross or net recoveries from the Chapter 5 litigation or the
likelihood of recovery of any amount from the same.
A full-text copy of North Central Pennsylvania's objection to
Disclosure Statement dated Feb. 28, 2020, is available at
https://tinyurl.com/qugrca5 from PacerMonitor at no charge.
Attorney for North Central:
Marsh Schaaf, LLP
Gary V. Skiba, Esq.
300 State St., Suite 300
Erie, PA 16507
Tel: (814) 456-5301
E-mail: gskiba@marshlaw.com
About RL Brooks Trucking
RL Brooks Trucking, LLC, operates an over-the-road trucking
business focusing on the oil and gas industry owning numerous
semi-trucks and trailers which are utilized to provide hauling
services to its company.
RL Brooks Trucking sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-70617) on Oct. 2,
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 Jeffery A. Deller oversees the case. Kevin J.
Petak, Esq., at Spence, Custer, Saylor, Wolfe & Rose, LLC, is the
Debtor's legal counsel.
RUBY'S FRANCHISE: Wants to Maintain Plan Exclusivity Until April 23
-------------------------------------------------------------------
Ruby's Franchise Systems, Inc. asks the U.S. Bankruptcy Court for
the Central District of California to further extend the exclusive
period for the solicitation of acceptances of a Chapter 11 Plan for
a period of approximately 55 days to and including April 23, 2020
-- the proposed hearing date on approval of the disclosure
statement for the RFS Alternative Plan
The requested extension, if granted, will provide RFS with an
unimpeded opportunity to obtain confirmation of the Third Amended
Joint Plan.
RFS, together with Ruby's Diner's Inc. (an affiliate), filed their
Third Amended Joint Chapter 11 Plan and Disclosure Statement.The
Court recently approved the Disclosure Statement and scheduled the
hearing on confirmation of the Third Amended Joint Plan for March
25, 2020.
RFS supports confirmation of the Third Amended Joint Plan. However,
if the Third Amended Joint Plan is not confirmed, RFS will proceed
with the RFS Alternative Plan pursuant to the modifications
negotiated with Opus Bank. Accordingly, RFS requires an extension
of the exclusivity period to a date after the Confirmation of the
Third Amended Joint Plan.
About Ruby's Franchise
Ruby's Franchise Systems, Inc.--https://www.rubys.com/franchising--
is the creator of Ruby's Diner which serves burgers, hand-made
milkshakes, in addition to a wide selection of breakfast, lunch and
dinner entrees. Ruby's Diner operates across California, Nevada and
Texas.
Ruby's Franchise Systems filed its voluntary petition for relief
under chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
18-13324) on Sept. 6, 2018. In the petition signed by Doug
Cavanaugh, president, the Debtor was estimated to have up to
$50,000 in assets and $1 million to $10 million in liabilities.
Theodora Oringher PC, led by Eric J. Fromme, serves as general
bankruptcy counsel to the Debtor.
RUNNIN L FARMS: Unsecureds to Get $100 Per Month Until Paid in Full
-------------------------------------------------------------------
Debtor Runnin L Farms, LLC, filed the Second Amended Disclosure
Statement with respect to Debtor's Plan of Reorganization dated
February 28, 2020.
Class 2 Secured Claim BMO Harris (collectively $366,162) will be
paid in full its approved claim amount over the course of a
60-month term with interest accruing at the rate of 5.75% and a
standard amortization schedule for the term.
Class 3 Secured Claim BMO Harris (collectively $55,303) will be
paid in full its approved claim amount over the course of a
96-month term with interest accruing at the rate of 5.75% and a
standard amortization schedule for the term.
Class 7 – EvaBank ($76,699) will be paid in full its approved
claim amount over the course of a 96-month term with interest
accruing at the rate of Prime plus 1.00%, as published in the Wall
Street Journal (4.75% as of Dec. 18, 2019), and a standard
amortization schedule for the term. Except as otherwise provided,
this creditor will retain all security interests in any collateral.
New payments will begin on the Effective Date.
Class 12 General Unsecured Claims owed $6,415, beginning on the
Effective Date, will receive equal monthly payments of $100, split
and apportioned to the creditors in the class. The allowed claims
will each receive a pro rata split of every payment based on their
claim's proportionate share of the total allowed claims in the
class on the date that each individual monthly payment's
issuance. Monthly payments will continue until payment in full of
all allowed claims in the class.
A full-text copy of the Second Amended Disclosure Statement dated
Feb. 28, 2020, is available at https://tinyurl.com/tets33k from
PacerMonitor.com at no charge.
The Debtor is represented by:
Tazewell T. Shepard III
Tazewell T. Shepard IV
SPARKMAN, SHEPARD & MORRIS, P.C.
P.O. Box 19045
Huntsville, AL 35804
Tel: (256) 512-9924
Fax: (256) 512-9837
About Runnin L Farms
Runnin L Farms, LLC, f/k/a Runnin L Farms, Inc., is a small
trucking company located in Joppa, Alabama. Runnin L Farms filed a
Chapter 11 petition (Bankr. N.D. Ala. Case No. 19-82716) on Sept.
9, 2019. In the petition signed by Donald Barry Lindsey, authorized
representative, the Debtor was estimated to have assets and
liabilities of between $1 million and $10 million. Judge Clifton R.
Jessup Jr. oversees the case. TAZEWELL, SHEPARD & MORRIS, P.C.,
represents the Debtor.
SANAM CONYERS: April 2 Janam Plan & Disclosure Hearing Set
----------------------------------------------------------
Debtor Janam Madison Lodging, LLC, debtor affiliate of Sanam
Conyers, LLC, filed with the U.S. Bankruptcy Court for the Northern
District of Georgia, Atlanta Division, a Disclosure Statement and a
Chapter 11 Plan on Feb. 25, 2020.
On Feb. 27, 2020, Judge Wendy L. Hagenau conditionally approved the
Disclosure Statement and established the following dates and
deadlines:
* March 30, 2020, is fixed as the last day for filing written
acceptances or rejections of the Amended Plan.
* April 2, 2020, at 1:30 p.m. in Courtroom 1403, United States
Courthouse, 75 Ted Turner Dr., SW, Atlanta, Georgia is fixed for
the hearing on final approval of the conditionally approved Amended
Disclosure Statement and for confirmation of the Amended Plan.
* March 30, 2020, is fixed as the last day for filing and serving
written objections to the conditionally approved Amended Disclosure
Statement and confirmation of the Amended Plan.
A full-text copy of the order dated Feb. 27, 2020, is available at
https://tinyurl.com/r6x6s4n from PacerMonitor at no charge.
A copy of the Disclosure Statement filed by Janam on Feb. 25, 2020,
is available at https://tinyurl.com/vs6a5rj
The Debtor is represented by:
Edward F. Danowitz, Esq.
Danowitz Legal, P.C.
300 Galleria Parkway, Suite 960
Atlanta, GA 30339
About Janam Madison Lodging
Janam Madison Lodging, Inc., along with related debtor entities,
filed a Chapter 11 petition on March 26, 2019 in the U.S.
Bankruptcy Court for the Northern District of Georgia. Their cases
are jointly administered In re Sanam Conyers Lodging, LLC (Bankr.
Lead Case No. 19-54798). Judge Wendy L. Hagenau oversees the
cases. Danowitz Legal, PC, is the Debtors' counsel.
SANCHEZ ENERGY: Needs More Time to Continue Plan Negotiations
-------------------------------------------------------------
Sanchez Energy Corporation and its debtor affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas to further
extend until June 8 the period during which they have the exclusive
right to file a chapter 11 plan of reorganization, and a
corresponding extension until Aug. 6 of the period to obtain
acceptances of such a plan.
The Debtors seek additional time in excess of the current Exclusive
Periods to allow negotiations to take place and for the Debtors to
attempt to build a consensus among stakeholders.
There are numerous active parties in interest in these cases,
including, among others, the Creditors' Committee, the Ad Hoc Group
of Secured Noteholders, the Ad Hoc Group of Unsecured Noteholders,
parties involved in litigation against the Debtors, including
Gavilan and GSO, in its capacity as preferred equity holder of SN
EF UnSub, LP.
Since the Petition Date, the Debtors have devoted substantial time
and resources addressing numerous issues with these parties and
will continue to do so. Among other things, the Debtors have (i)
submitted a revised business plan to the Creditors' Committee, the
Ad Hoc Group of Secured Noteholders, and the Ad Hoc Group of
Unsecured Noteholders; (ii) commenced restructuring negotiations;
and (iii) substantially completed their investigation of the
Prepetition Liens.
Negotiations relating to the plan of reorganization have been, and
will continue to be, complex and contentious. The Debtors believe
that these negotiations will ultimately yield a confirmable, and
hopefully fully consensual, plan of reorganization. While the
Debtors are positioned to file a plan of reorganization by the
March 9 deadline under the DIP Facility, this deadline may be
extended or the Debtors may be required to continue negotiations
with creditor constituencies even after a plan is filed.
In addition, the Debtors maintain a complex program for the
gathering, transport, processing and marketing of the hydrocarbon
production of the Debtors, and in some cases, of their working
interest partners, and the Debtors require additional time to
explore and, as appropriate, implement certain operational
improvements that will benefit the reorganized Debtors and their
creditors.
About Sanchez Energy Corp.
Sanchez Energy Corporation and its affiliates --
https://sanchezenergycorp.com/ -- are independent exploration and
production companies focused on the acquisition and development of
U.S. onshore oil and natural gas resources. Sanchez Energy is
currently focused on the development of significant resource
potential from the Eagle Ford Shale in South Texas, and holds other
producing properties and undeveloped acreage, including in the
Tuscaloosa Marine Shale (TMS) in Mississippi and Louisiana.
As of Dec. 31, 2018, the companies had approximately 325,000 net
acres of oil and natural gas properties with proved reserves of
approximately 380 million barrels of oil equivalent and interests
in approximately 2,400 gross producing wells.
Sanchez Energy and 10 affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-34508)
on Aug. 11, 2019. As of June 30, 2019, the companies disclosed
$2,159,915,332 in assets and $2,854,673,930 in liabilities.
The cases have been assigned to Judge Marvin Isgur.
The companies tapped Akin Gump Strauss Hauer & Feld LLP and Jackson
Walker L.L.P. as bankruptcy counsel; Moelis & Company LLC as
financial advisor; Alvarez & Marsal North America LLC as
restructuring advisor; and Prime Clerk LLC as notice and claims
agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Aug. 26, 2019. The committee tapped Milbank LLP and
Locke Lord LLP as its co-counsel.
SIRVA WORLDWIDE: Moody's Lowers CFR to Caa1, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded SIRVA Worldwide Inc.'s
ratings, including its Corporate Family Rating to Caa1 from B3 and
its Probability of Default Rating to Caa1-PD from B3-PD.
Concurrently, Moody's downgraded the instrument ratings on SIRVA's
senior secured first lien rating to B3 from B1 and senior secured
second lien rating to Caa3 from Caa2.
The rating downgrades reflect Moody's expectation of deterioration
in SIRVA's earnings and credit metrics over the next 12 months
because of near-term demand disruptions due to COVID-19, investment
needs for the Cartus integration and increased debt service cost.
In December 2019, SIRVA disclosed its intention to fund acquisition
of Cartus Global relocation business from Realogy Group LLC (B1
Negative) by a combination of $265 million of debt and $125 million
in equity. Moody's adjusted debt/EBITDA (leverage on pro forma
basis for the acquisition) is estimated to be above 9.0x as of
December 2019, which includes an adjustment for $370 million
securitization facilities at both SIRVA, Inc. and Cartus and a
$40.4 million mortgage facility at SIRVA, Inc. Leverage on reported
results is weaker than these levels, and large adjustments on the
existing business and the proposed acquisition limits the
visibility into sustainable profitability levels. SIRVA's cash flow
is supported by $325 million of securitization facility, absence of
which will result in significant cash outflow. Moody's expects
SIRVA's free cash flow to be weak in 2020, which given the high
debt levels could increase default risk. Moody's notes SIRVA's
strong cash position of $77.8 million at the end of December 2019
and full availability under its expected $80 million revolving
credit facility, which renders adequate liquidity over the next
12-18 months. At the same time, Moody's acknowledges the sponsor,
Madison Dearborn Partners, LLC (MDP) supports the business,
illustrated by the current equity injection for the acquisition.
The negative outlook reflects the risk that SIRVA's earnings and
free cash flow could weaken further due to a potential increase in
debt service and/or additional constraints as a consequence of
COVID-19 increasing the likelihood of default. Corporate spending
levels on employee relocation are expected to decline near term
amid the heightened coronavirus risk, and prolonged deferrals in
contracts could accelerate declines in the company's earnings and
free cash flow.
The following rating actions were taken:
Downgrades:
Issuer: SIRVA Worldwide, Inc.
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured 1st Lien Bank Credit Facility, Downgraded to B3
(LGD3) from B1 (LGD3)
Senior Secured 2nd Lien Term Loan, Downgraded to Caa3 (LGD5) from
Caa2 (LGD5)
Outlook Actions:
Issuer: SIRVA Worldwide, Inc.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
SIRVA's Caa1 CFR broadly reflects its elevated leverage (Moody's
adjusted debt/EBITDA including securitization debt at both SIRVA
and Cartus and mortgage facility at SIRVA, Inc.) of above 9.0x,
weak free cash flow and inherent cyclicality exacerbated by current
concerns regarding COVID-19. Exposure to changes in corporate
demand and budgets for relocating employees contributes to the
cyclicality of the business, which is further worsened by its
exposure to real estate, though this exposure is significantly
lower than historic levels. SIRVA's governance is characterized by
an aggressive financial policy, indicated by its very high
leverage, and expectation of weak liquidity constrains the rating.
However, the company's integrated service offerings and a global
market presence provides a competitive advantage to support its
diverse customer base including large blue-chip customers and
maintain high client retention rate of above 95%. The Cartus
acquisition provides scale and diversification benefits,
strengthening SIRVA's market position with increased capabilities
to cross utilize their assets. The large moving agent network
operated through a franchise model supports low capital
expenditures and a modest fixed cost base, providing flexibility to
adjust operations to shifts in demand volumes.
The ratings could be downgraded if the company's revenue and
earnings continue to decline, adjusted debt/EBITDA is sustained
above 10.0x or EBITA/interest falls below 1.0x. Further
deterioration in liquidity, including negative free cash and
increased revolver usage could lead to a downgrade.
The ratings could be upgraded if the market uncertainty subsides;
earnings and free cash flow improves; adjusted debt/EBITDA is
sustained below 7.0x and EBITA/interest remains above 1.0x.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
SIRVA, headquartered in Oakbrook Terrace, Illinois, provides
outsourced relocation and moving services to the corporate,
consumer, and government sectors. Pro forma for the acquisition,
net service revenue for the twelve months ended December 31, 2019
is estimated to have been $810 million. The company is owned by
affiliates of Madison Dearborn Partners, LLC (MDP).
SOUTHERN INYO: Optum Bank to Receive Allowed Claim over 115 Months
------------------------------------------------------------------
Debtor Southern Inyo Healthcare District filed a Fifth Amended Plan
and a corresponding Disclosure Statement dated February 27, 2020.
Class 1E consists of the Claim asserted by Healthcare Resource
Group in the amount of $151,562.73, which is purportedly secured by
the District's accounts, equipment, and other personal property.
HRG's claim shall be satisfied by the payment of $74,781.37, to be
paid on or before October 15, 2020, in full satisfaction, release
and discharge of the Class 1E Claim.
If the Optum Bank, Inc. Claim is adjudged valid, enforceable and
secured in whole or in part, the District shall pay Optum Cash in
an amount equal to the portion of the Optum Claim allowed as a
Secured Claim, including interest and costs, and expenses incurred
by Optum in association with the underlying loan, to the extent
permitted under the Optum loan agreement, the bankruptcy code, and
allowed by the Court, as asserted by Optum, over one hundred and
fifteen (115) months following the entry of a Final Order allowing
the Optum Claim with an interest rate of 5.25%.
The District has obtained appraisals on both the District's
personal and real property to determine the value of the
collateral. The appraisal performed on the personal property was
performed by Anthony E. Fitzgerald, of Braun International, who is
a director of Braun's valuation group, has certification from the
Fellow of the Royal Institute of Chartered Surveyors a senior
appraiser designation with the American Society of Appraisers, and
is a Certified General Real Estate Appraiser in the state of
California. Braun's opinion of value of the personal property of
the District was $225,000.00.
Braun performed a Restricted Appraisal Report of the real property,
located at 501 E. Locus Street, Lone Pine, California, that
allegedly acts as collateral for Optum's Claim, and determined that
the market value of the real property is $1,200,000.
A full-text copy of the Sixth Amended Disclosure Statement dated
Feb. 27, 2020, is available at https://tinyurl.com/urudgzo from
PacerMonitor at no charge.
The Debtor is represented by:
WEILAND GOLDEN GOODRICH LLP
Jeffrey I. Golden
Ryan W. Beall
650 Town Center Drive, Suite 600
Costa Mesa, California 92626
Telephone: 714-966-1000
Facsimile: 714-966-1002
E-mail: jgolden@wgllp.com
rbeall@wgllp.com
About Southern Inyo Healthcare District
Southern Inyo Healthcare District is a special district formed
under the California Local Healthcare District Law, Cal. Health and
Safety Code Sec. 32000, et seq., located in Lone Pine, California.
As of the commencement of its Chapter 9 Case, the District owned
and operated three facilities -- namely, an emergency and acute
care facility with four beds, a skilled nursing facility with 33
beds, and an out-patient medical clinic.
Southern Inyo Healthcare District sought protection under Chapter 9
of the Bankruptcy Code (Bankr. E.D. Cal. Case No.16-10015) on Jan.
4, 2016. The petition was signed by Alan Germany, the CRO. At the
time of the filing, Southern Inyo Healthcare District was estimated
to have assets and debt of $1 million to $10 million.
SPRINGFIELD HOSPITAL: Wants to Move Exclusivity Period to June 20
-----------------------------------------------------------------
Springfield Hospital, Inc. asks the U.S. Bankruptcy Court for the
District of Vermont to extend the periods during which it has the
exclusive right to file a chapter 11 plan, and solicit votes for
its plan through June 20 and August 19,respectively.
The Debtor is actively working with Springfield Medical Care
Systems, Inc. to develop business models that would allow each
company to remain viable into the future on an independent basis --
which requires implementing operational changes and will likely
also requires a restructuring of prepetition debt for each company.
SMCS is also currently in chapter 11
While the Debtor has made substantial progress preparing financial
and operational modeling, it has not yet finalized its exit
strategy or prepared the exact terms of a plan. The Debtor,
however, has developed internal financial modeling and shared
certain information with Berkshire Bank in order to assist the
parties as they enter into discussions regarding a potential
treatment of Berkshire Bank's claims in Debtor's case.
About Springfield Medical
Springfield Medical Care Systems -- https://springfieldmed.org/ --
is a 501(c) non-profit corporation, founded in 2009, as the parent
corporation to its nine-site federally-qualified community health
center network and Springfield Hospital. The Company's healthcare
system integrates primary care, behavioral health, dental, vision,
and hospital care with a broad network of community-based
services.
Springfield Hospital -- http://www.springfieldhospital.org/-- is a
not-for-profit, critical access hospital located in Springfield,
Vermont. As part of Springfield Medical Care Systems' integrated
system of care, including a network of ten federally qualified
community health center sites, Springfield Hospital serves
communities in southeastern Vermont and southwestern New
Hampshire.
Springfield Hospital, Inc. and Springfield Medical Care Systems,
Inc. sought Chapter 11 protection (Bankr. D. Vermont Case No.
19-10283 and 19-10285) on June 26, 2019.
Springfield Hospital estimated $10 million to $50 million in assets
and liabilities. Springfield Medical estimated assets of $1
million to $10 million and liabilities of $10 million to $50
million.
The Hon. Colleen A. Brown is the case judge.
MURRAY, PLUMB & MURRAY is Springfield Hospital's counsel.
BERNSTEIN, SHUR, SAWYER & NELSON, P.A., is representing Springfield
Medical.
SPRINGFIELD MEDICAL: Needs More Time to Restructure, File Plan
--------------------------------------------------------------
Springfield Medical Care Systems, Inc. requests the U.S. Bankruptcy
Court for the District of Vermont to extend the periods during
which it has the exclusive right to file a chapter 11 plan, and
solicit votes for its plan through June 20 and August
19,respectively.
SMCS' operations were historically performed by Springfield
Hospital, Inc. The Hospital is also currently in chapter 11. As
opposed to the Hospital, SMCS was formed as primary care medical
services and administrative services for the medical system. The
separation of SMCS' business from the Hospital operations has
caused SMCS to rely financially on the Hospital for certain
services (and the Hospital to rely on SMCS for other services). The
Hospital is also currently in chapter 11.
Currently, SMCS is actively analyzing how to restructure its
operations to become financially independent. This restructuring is
complicated and requires considerable financial analysis and
potential operational changes for SMCS.
Additionally, SMCS has spent substantial time working on financial
modeling in an effort to determine whether it can exist independent
of the Hospital. SMCS also is actively negotiating with relevant
parties regarding its reorganization plan, especially Berkshire
Bank.
Although it has made significant strides toward preparing a plan,
SMCS' negotiations and drafting efforts remain ongoing despite its
best efforts in this regard.
About Springfield Medical Care Systems
Springfield Medical Care Systems -- https://springfieldmed.org/ --
is a 501(c) non-profit corporation, founded in 2009, as the parent
corporation to its nine-site federally-qualified community health
center network and Springfield Hospital. The Company's healthcare
system integrates primary care, behavioral health, dental, vision,
and hospital care with a broad network of community-based
services.
Springfield Medical Care Systems filed a Chapter 11 bankruptcy
petition (Bankr. D. Vt. Case No. 19-10285) on June 26, 2019.
Springfield Medical estimated $1 million to $10 million in assets
and $10 million to $50 million in liabilities. The Debtor hired
Bernstein Shur Sawyer & Nelson, P.A., as counsel.
STARION ENERGY: Unsecured Consumer Claims to Be Paid in Full
------------------------------------------------------------
Starion Energy, Inc. and its debtor affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a Plan of
Reorganization and a Disclosure Statement on Feb. 28, 2020.
Class 4 General Unsecured Non-Priority Claims will receive 75% of
their allowed claims under the Plan on or before the Effective Date
and will receive the remaining 25% on the Effective Date or within
the first quarter following the Effective Date.
Class 6 General Unsecured Consumer Claims will be paid in full on
the Effective Date.
Class 7 Subordinating Creditors Unsecured Claims will be
subordinated and shall only receive a distribution when and if
Class 4 claims are paid in full.
Class 8 Equity Interests will receive no distribution on account of
such Interests in the Debtors; however, upon satisfying all Plan
obligations due in the Plan, all Interests in the Debtors shall
revest in the current ownership.
On the Effective Date all Interests in the Debtors, including any
and all stock options will not be cancelled, but rather they will
revest with the current holders of such interests in the form and
manner of their existence prior to the Petition Date.
The Reorganized Debtors shall take all action necessary and
appropriate to effectuate the terms of the Plan. The Reorganized
Debtors will be the disbursing agent and shall make all
distributions under the Plan.
The Debtors will continue to exist after the Effective Date as the
same corporate entities as prior to the Petition Date, with all the
powers of a corporation, pursuant to the applicable law in the
jurisdiction in which such Debtors are incorporated or formed and
pursuant to the certificate of incorporation and bylaws in effect
prior to the Effective Date, without prejudice to any right to
terminate such existence or to modify such documents under
applicable law on or after the Effective Date.
A full-text copy of the Disclosure Statement dated Feb. 28, 2020,
is available at https://tinyurl.com/wqszc55 from PacerMonitor at no
charge.
Counsel to the Debtors:
GELLERT SCALI BUSENKELL & BROWN, LLC
Ronald S. Gellert
Holly M. Smith
1201 N. Orange Street, Third Floor
Wilmington, DE 19801
Tel: (302) 426-5800
E-mail: rgellert@gsbblaw.com
hmegansmith@gsbblaw.com
About Starion Energy
Founded in 2009, Starion Energy -- https://www.starionenergy.com/
-- is a competitive electric supplier that markets and sells
electricity to retail customers. Starion participates in certain
"deregulated" markets -- markets in which the state has allowed
third-party energy providers to market and sell electricity supply
as an alternative to the electric supply procured and provided by
the customers' utility. It has operations in Connecticut, Delaware,
District of Columbia, Illinois, Massachusetts, Maryland, New
Jersey, New York, Ohio, and Pennsylvania. Based in Middlebury,
Connecticut, Starion Energy is a member of the Retail Energy Supply
Association (RESA).
Starion Energy and its affiliates, Starion Energy PA, Inc., and
Starion Energy NY, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 18-12608) on Nov. 14,
2018. At the time of the filing, Starion Energy disclosed
$26,888,675 in assets and $6,956,141 in liabilities.
The Hon. Mary F. Walrath is the case judge.
Gellert Scali Busenkell & Brown, LLC, is the Debtors' legal
counsel. Donlin Recano is the claims agent.
STONEWAY CAPITAL: Moody's Cuts Sec. Rating to Ca, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service downgraded Stoneway Capital Corporation
senior secured rating to Ca from Caa3. The rating outlook is
stable.
RATINGS RATIONALE
The downgrade follows Stoneway's default on its debt outstanding,
given a missed amortization payment due on March 2, 2020 and, its
expectation of a lengthy debt restructuring process. The company
failed to obtain consent from creditors to postpone its March debt
maturity. Its expectation is that losses for creditors will be at
the range of 35 to 65 percent.
After failing to reach agreement with bondholders, the company is
working on a comprehensive recapitalization plan that seeks to
align its capital structure with their assessment of future revenue
flows coming from the Compañía Administradora del Mercado
Mayorista Eléctrico (Cammesa, the wholesale electricity manager of
Argentina) under its existing power purchase agreements (PPAs).
Since December of last year, Cammesa has delayed making payments
under its capacity PPA contracts. Such delays have caused an
approximately $25 million gap on Stoneway´s cash flow that, on top
of its already weak liquidity, prompted the missed debt payment.
Under the unlikely scenario of normalization of Cammesa´s payments
under the PPAs, Stoneway could have sufficient cash generation
capacity to fully repay its outstanding obligations ($590 million
of secured debt outstanding versus annual EBITDA of $150 million).
At this point, however, Moody's has no indication of Cammesa's
ability to restore normal payments. While it would take an
unprecedented disruption of payments from Camessa to make Stoneway
insolvable, Moody's also notes that Cammesa currently receives
approximately 50% of its revenues in the form of transfers from the
government of Argentina (Caa2 under review for downgrade)
Furthermore, while the existing bond indenture assign screditors
the right to exercise remedies in an event of default, allowing
them to take over Stoneway´s assets and the collateral package,
such procedures are largely untested and would prompt a lengthy
process, further curtailing the benefits of the contracted
cashflows that go until 2027.
What Could Change the Rating - Up /Down
An upgrade of the rating is unlikely. Moody´s will reposition the
ratings in due course to reflect Stoneway´s capital structure when
an eventual debt restructuring materializes.
Moody´s expectation of further loses to creditors due to a
contentious debt restructuring process, graver Cammesa payment
delays or a policy reorientation that modifies the outstanding PPA
contracts would prompt a further downgrade of the rating.
Stoneway Capital Corporation is a limited corporation incorporated
in New Brunswick, Canada, formed for the purpose of owning and
operating, through its Argentine subsidiaries, power generation
projects that will provide electricity to the wholesale electricity
markets in Argentina.
The principal methodology used in this rating was Power Generation
Projects published in June 2018.
SUNESIS PHARMACEUTICALS: Incurs $23.3 Million Net Loss in 2019
--------------------------------------------------------------
Sunesis Pharmaceuticals Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$23.33 million on $2.07 million of total revenues for the year
ended Dec. 31, 2019, compared to a net loss of $26.61 million on
$237,000 of total revenues for the year ended Dec. 31, 2018.
"We concluded 2019 having made solid progress across our portfolio.
Vecabrutinib, our non-covalent BTK inhibitor, demonstrated a very
favorable safety profile combined with evidence of clinical
activity in patients with and without BTK C481-mutations. We
continue to advance and characterize our proprietary PDK1
inhibitor, SNS-510, with findings supporting development in both
hematologic and solid tumors. We are also building value in our
product pipeline through partnerships. In December, we partnered
vosaroxin with Denovo Biopharma and TAK-580 with DOT Therapeutics-1
to advance these programs to the market," said Dayton Misfeldt,
interim chief executive officer of Sunesis. "Looking ahead, we
remain on track to complete the Phase 1b dose escalation component
of our Phase 1b/2 vecabrutinib trial in the second quarter and to
advance SNS-510 to an IND by the end of year."
As of Dec. 31, 2019, the Company had $37.24 million in total
assets, $9.69 million in total liabilities, and $27.54 million in
total stockholders' equity.
Ernst & Young LLP, in Salt Lake City, Utah, the Company's auditor
since 1998, issued a "going concern" qualification in its report
dated March 10, 2020 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.
Financial Highlights
* Cash and cash equivalents, restricted cash and marketable
securities totaled $34.6 million as of Dec. 31, 2019,
compared to $13.7 million as of Dec. 31, 2018. The increase
of $20.9 million was primarily due to $45.1 million of net
proceeds from the issuance of common and preferred stock,
and $5.5 million of proceeds from the SVB loan, partially
offset by $22.2 million net cash used in operating
activities and a $7.5 million principal repayment of the
prior loan from Western Alliance Bank and Solar Capital Ltd.
* Research and development expense was $15.4 million in 2019
compared to $14.6 million in 2018, primarily relating to the
vecabrutinib development program. The increase of $0.8
million in 2019 was primarily due to a $1.8 million increase
in professional services and clinical expenses related to
the preparation for the Phase 2 portion of the Company's
ongoing clinical trial for vecabrutinib, offset by a $1.0
million decrease in salary and personnel expenses.
* General and administrative expense was $9.9 million in 2019
compared to $11.3 million in 2018. The decrease of $1.4
million in 2019 was primarily due to a $1.1 million decrease
in salary and personnel expenses due in large part to lower
stock-based compensation and a $0.8 million decrease in
professional services expenses due to lower legal and
vosaroxin patent expenses. The decreases in the comparable
periods were partially offset by a $0.3 million increase in
insurance premiums.
* Interest expense was $0.5 million in 2019 compared to $1.2
million in 2018. The decrease in 2019 was primarily due to
lower interest paid under the SVB Loan Agreement compared to
the prior loan.
* Cash used in operating activities was $22.2 million in 2019,
compared to $24.4 million in 2018. Cash used in the 2019
period resulted primarily from the net loss of $23.3 million
and changes in operating assets and liabilities of $0.7
million, offset by net adjustments for non-cash items of
$1.8 million.
* Loss from operations was $5.4 million and $23.3 for the
three months and year ended Dec. 31, 2019, compared to $5.8
million and $25.7 million for the same periods in 2018. Net
loss was $5.3 million for the three months ended Dec. 31,
2019.
A full-text copy of the Form 10-K is available for free at the
SEC's website at:
https://is.gd/1U4hdU
About Sunesis Pharmaceuticals
Headquartered in San Francisco, California, Sunesis --
http://www.sunesis.com/-- Sunesis 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, including its oral non-covalent BTK
inhibitor vecabrutinib and first-in-class PDK1 inhibitor SNS-510.
SUNPOWER CORP: Registers 5M Shares Under 2015 Incentive Plan
------------------------------------------------------------
SunPower Corporation filed a Form S-8 registration statement with
the Securities and Exchange Commission for the purpose of of
registering 5,043,640 shares of common stock, par value $0.001 per
share, of the Company, that may be issued to participants under the
SunPower Corporation 2015 Omnibus Incentive Plan, which was
approved by the Company's stockholders on June 3, 2015. A
full-text copy of the prospectus is available for free at:
https://is.gd/Jvwjks
About SunPower
Headquartered in San Jose, California, SunPower Corporation --
http://www.sunpower.com/-- is a global energy company that
delivers complete solar solutions to residential, commercial, and
power plant customers worldwide through an array of hardware,
software, and financing options and through solar power solutions,
operations and maintenance services, and "Smart Energy" solutions.
The Company's Smart Energy initiative is designed to add layers of
intelligent control to homes, buildings and grids -- all
personalized through easy-to-use customer interfaces.
SunPower reported a net loss of $7.72 million for the fiscal year
ended Dec. 29, 2019, compared to a net loss of $917.5 million for
the fiscal year ended Dec. 30, 2018. As of Dec. 29, 2019, the
Company had $2.17 billion in total assets, $2.15 billion in total
liabilities, and total equity of $21.50 million.
TATUADO HOSPITALITY: Seeks June 24 Exclusivity Period Extension
---------------------------------------------------------------
Tatuado Hospitality Management Group requests the U.S. Bankruptcy
Court for the District of Nevada to extend the period during which
the Debtor has the exclusive right to file a plan of reorganization
through June 24, and the period to solicit acceptances of a plan
through August 24.
The requested extension, if granted, will allow the Debtor to
understand what its realistic cash flow will be to pay creditors
and then to negotiate with the various classes of creditors
concerning repayment terms.
The Debtor has been working hard to advance its reorganizational
goals, and has already successfully brought $750,000 into the
bankruptcy estate. However, the Debtor needs additional time to
explore its options and negotiate with relevant parties concerning
its new business location, which will eventually allow it to
produce revenue sufficient to pay creditors pursuant to a
forthcoming plan of reorganization.
About Tatuado Hospitality
Tatuado Hospitality Management Group LLC filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 19-16965) on October 28, 2019,
listing under $1 million in both assets and liabilities. Ryan A.
Andersen, Esq., at Andersen Law Firm, Ltd., serves as counsel to
the Debtor.
Tatuado Hospitality Management Group, LLC, a Nevada company formed
in September 2013, operates two restaurants and bars in Southern
Nevada. It owns Vince Neil's Tatuado Eat Drink Party located
inside the Circus Circus Hotel and Casino in Las Vegas, and Vince
Neil's Tatuado Wild Side Tavern located along Gamebird Road,
Pahrump.
The Debtor previously sought Chapter 11 protection (Bankr. D. Nev.
Case No. 16-10460) on Feb. 1, 2016, and was represented by Samuel
A. Schwartz, Esq., and Bryan A. Lindsey, Esq., at Schwartz
Flansburg PLLC. At the time of the filing, the Debtor estimated
assets of less than $50,000 and liabilities of $1 million to $10
million.
TIMS 8 MILE: April 16 Plan Confirmation Hearing Set
---------------------------------------------------
On Feb. 25, 2020, Tims 8 Mile LLC and its debtor affiliates filed
with the U.S. Bankruptcy Court for the Eastern District of
Michigan, Southern Division, a First Amended Combined Plan and
Disclosure Statement.
On Feb. 27, 2020, Judge Maria L. Oxholm ordered that:
* The Disclosure Statement is granted preliminary approval,
subject to any timely and proper objections filed.
* The Debtors shall within 7 days arrange for service by mail to
creditors, equity security holders and other parties who have
requested service, a copy of this Order Granting Preliminary
Approval of the Disclosure Statement, the Combined Plan and
Disclosure Statement, and ballot.
* April 7, 2020, is the deadline to return ballots on the plan,
as well as to file objections to final approval of the disclosure
statement and objections to confirmation of the plan.
* April 16, 2020, at 11:00 a.m. in Room 1875, 211 W. Fort Street,
Detroit, Michigan is the hearing on objections to final approval of
the disclosure statement and confirmation of the plan.
A full-text copy of the Disclosure Statement Approval Order dated
February 27, 2020, is available at https://tinyurl.com/quk98wy from
PacerMonitor at no charge.
About Tims 8 Mile LLC
Tims 8 Mile LLC, Tims Milner LLC, Tims 12 Mile LLC, Tims Five-Mile
LLC, Tims Greenfield LLC, Tims Evergreen LLC, and Tims Compuware,
LLC each operated Tim Hortons franchise restaurant in southeast
Michigan. Currently, only Tims 8 Mile, LLC and Tims Compuware, LLC
are operating, although they are not operating as Tim Hortons
franchises. Instead, they are operating as unbranded restaurants,
serving coffee and breakfast food.
Shortly after Debtors began operating their franchise locations,
they began having disputes with Tim Hortons and the parties have
been involved in various litigation since.
Tims 8 Mile LLC and its affiliates sought Chapter 11 protection
(Bankr. E.D. Mich. Lead Case No. 19-55172) on Oct. 25, 2019. In
the petition signed by Nicole Wilski, member, Tims 8 Mile was
estimated to have $500,000 to $1 million in assets and $10 million
to $50 million in liabilities.
The cases are assigned to Judge Marci B McIvor.
Daniel J. Weiner, Esq., at Schafer and Weiner, PLLC, represents the
Debtors.
TOPAZ VILLAS: May 13 Plan & Disclosures Hearing Set
---------------------------------------------------
On March 2, 2020, debtor Topaz Villas, L.P. filed with the U.S.
Bankruptcy Court for the Southern District of Texas, Houston
Division, a Disclosure Statement with respect to a Plan.
On March 3, 2020, Judge Jeffrey P. Norman conditionally approved
the Disclosure Statement and established the following dates and
deadlines:
* May 6, 2020, is fixed as the last day for filing written
acceptances or rejections of the plan.
* Within 2 days after the entry of this order, the plan approved
by the court, the disclosure statement, and a ballot conforming to
Ballot for Accepting or Rejecting Plan of Reorganization shall be
mailed to creditors, equity security holders, and other parties in
interest, and shall be transmitted to the United States trustee.
* May 13, 2020, is fixed for the hearing on final approval of the
disclosure statement (if a written objection has been filed) and
for the hearing on confirmation of the plan. The hearing will be
held at 11:00 a.m. at the United States Courthouse, 515 Rusk St.,
Courtroom 403, Houston, Texas.
A full-text copy of the order dated March 3, 2020, is available at
https://tinyurl.com/qotj2xq from PacerMonitor at no charge.
About Topaz Villas
Topaz Villas, LP is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)).
Topaz Villas filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 19- 36697) on Dec. 2, 2019. The petition was
signed by Ronald Lozoff, manager, Topaz Villas Development GP, LLC.
In its petition, the Debtor was estimated to have $1 million to
$10 million in both assets and liabilities. The Hon. Jeffrey P.
Norman oversees the case. The Debtor is represented by Susan Tran
Adams, Esq., at Corral Tran Singh, LLP.
VAC FUND HOUSTON: Committee-Backed Plan Seeks Sale in 18 Months
---------------------------------------------------------------
On March 3, 2020, Debtor VAC Fund Houston, LLC, and the Official
Committee of Unsecured Creditors filed with the U.S. Bankruptcy
Court for the District of Nevada a Disclosure Statement for First
Amended Joint Plan of Reorganization.
Goldman Sachs and Lendinghome would foreclose on the houses that
are their respective collateral and Unsecured Creditors would
receive nothing if Debtors' assets were liquidated in a case under
Chapter 7 of the Bankruptcy Code. The Committee and the Debtor
negotiated and devised the terms of the Joint Plan in order to
provide the Unsecured Creditors a much better result. Under the
Joint Plan the Reorganized Debtor, with direct input from
designated representatives of the Committee, will sell its assets
in an orderly manner over not more than eighteen months in order to
maximize the sale prices and net proceeds for the benefit of the
Unsecured Creditors.
The Reorganized Debtor will receive the net proceeds from the sale
of each house and disburse those funds to creditors pursuant to the
terms of the Joint Plan. The sale of the Debtor's property through
this Joint Plan and payment of the Debtor's obligations pursuant to
its terms will result in a much higher payout to creditors than
they would otherwise receive through liquidation under a Chapter 7.
Upon the Effective Date, all personal property of the Estate will
be transferred to and owned by the Reorganized Debtor including all
leases, licenses and contracts, except for the Properties
previously transferred to Goldman Sachs and Lendinghome. All of
the assets transferred to the Reorganized Debtor will remain
subject to the liens of Goldman Sachs and Lendinghome, as well as
the relevant taxing authorities which have loans on the Properties.
Class 1(A) consists of the claim of Goldman Sachs in the amount of
$1,323,200 (GS Loan 1). On the Effective Date, the Reorganized
Debtor shall transfer the property located at 5415 Paisley Street
and the debt owed to Goldman Sachs on this loan will be reduced by
either $406,135 or the value of that property as found by the
Court; and the property located at 6910 King Arthur to Goldman
Sachs and the debt owed to Goldman Sachs on the loan shall be
reduced by either $221,981 or the value of that property as found
by the Court.
Class 2(A) consists of the claim of Lendinghome in the amount of
$160,000 plus accrued interest at the contract rate, secured by the
house located at 14615 Honeycomb Lane. Lendinghome will retain its
lien on this house and shall be paid the full amount of its Allowed
Secured Claim of LH Loan 1 plus interest at the contract rate from
the proceeds of the sale of this property.
Class 6 shall consist of the Allowed Unsecured Claims of creditors
who have filed timely proofs of claim or were scheduled as holding
Claims which are undisputed, non-contingent and liquidated. Each
holder of an Allowed Claim in Class 6 will receive a beneficial
interest equal to the amount of their Allowed Claim in the
Unsecured Creditors Pool in exchange for their Allowed Claim. On a
quarterly basis, the Reorganized Debtor will make a distribution to
holders of beneficial interests in the Unsecured Creditors Pool,
and each holder shall receive their pro rata share of the Unsecured
Creditors Pool on each quarterly distribution date.
Class 7 shall consist of the interests of the holder of Equity
Interests in the Debtor. No holder of Equity Interests shall
retain any interests under this Joint Plan. Holders of Equity
Interests are deemed to reject this Joint Plan.
On the Effective Date, all real property and personal property
belonging to the Estate, including any leases, licenses and
executory contracts, except for the assets transferred to Goldman
or Lendinghome prior to or on the Effective Date, and all claims or
causes of action which are owned by the Estate shall be transferred
to and owned by the Reorganized Debtor free and clear of all claims
and encumbrances including and rights and interests of any person.
A full-text copy of the Disclosure Statement filed March 3, 2020,
is available at https://tinyurl.com/v6oqfyn from PacerMonitor at no
charge.
Counsel for the Debtor:
TIFFANY & BOSCO, P.A.
Christopher R. Kaup, Esq.
Seventh Floor, Camelback Esplanade II
2525 East Camelback Road
Phoenix, Arizona 85016
Counsel for the Committee:
BRINKMAN PORTILLO RONK, APC
Daren Brinkman
8275 S. Eastern Ave., Ste 200
Las Vegas, NV 89123-2545
About VAC Fund Houston
VAC Fund Houston, LLC, a Nevada-based company engaged in activities
related to real estate, filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.19-17670)
on Dec. 2, 2019, disclosing $15,948,556 in assets and $17,369,695
in liabilities. The petition was signed by Christopher Shelton,
trustee of VAC Fund Houston Trust, manager of Debtor.
Judge Mike K. Nakagawa oversees the case. Christopher R. Kaup,
Esq., at Tiffany & Bosco, P.A., is the Debtor's legal counsel.
The U.S. Trustee for Region 17 appointed a committee of unsecured
creditors on Jan. 15, 2020. The committee is represented by
Brinkman Portillo Ronk, APC.
VALERITAS HOLDINGS: Zealand Buying All Assets for $23 Million Cash
------------------------------------------------------------------
Valeritas Holdings, Inc. and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize the bidding
procedures in connection with the sale of substantially all assets
to Zealand Pharma A/S or a designee for the aggregate amount of $23
million in cash, plus the assumption of certain liabilities,
subject to overbid.
The Debtors operate a commercial-stage medical technology company,
focused on improving health and simplifying life for people with
diabetes by developing and commercializing innovative technologies.
Their flagship product is the V-Go Wearable Insulin Delivery
device, which is a simple, affordable, all-in-one basal-bolus
delivery option for patients with type 2 diabetes that is available
in three convenient doses and is worn like a patch, and can
eliminate the need for multiple daily injections. Using the
Debtors' proprietary h-Patch™ technology, V-Go is the only
basal-bolus insulin delivery device on the market today that was
specifically designed keeping in mind the needs of patients with
type 2 diabetes.
The Debtors rely on sales of V-Go® to generate all of their
revenue. Although they have experienced commercial success with
V-Go, as of the Petition Date, the Debtors were still in the
commercial growth stage of their operations and, therefore, had not
generated profits or free cash flows. In light of a manufacturing
yield issue that resulted in a temporary supply disruption, which
was exacerbated by the occurrence of the Lunar New Year, the
Debtors commenced these chapter 11 cases with the goal of
effectuating a value-maximizing sale of their business as a going
concern.
Prior to the Petition Date, the Company and its advisors engaged in
a robust marketing process with the goal of finding a buyer outside
of chapter 11. This process ultimately was unsuccessful. The
Company retained Lincoln International, an investment bank with
experience in distressed medical device asset sales, in December
2019, who started marketing the business in an effort to secure a
stalking horse for a chapter 11 sale process. These substantial
efforts were successful and, on Feb. 9, 2020, the Company and
Zealand Pharma A/S, or a designee of Zealand as permitted pursuant
to the Stalking Horse APA entered into that certain Asset Purchase
Agreement for a sale of the Assets, subject to higher or better
offers in accordance with the Bidding Procedures.
The Debtors and their advisors designed the Bidding Procedures to
be transparent and competitive in order to attain the highest or
otherwise best price for the business. Under the Bidding
Procedures, qualified parties may submit bids that will be analyzed
by the Debtors and the Consultation Parties and each of their
professionals and will culminate in the Debtors designating the
Stalking Horse Bidder or other successful bidder to purchase the
Assets.
The Debtors believe the Bidding Procedures, in connection with the
Stalking Horse APA, will provide the best opportunity for them to
consummate a value-maximizing transaction. Indeed, not only would
such a sale generate substantial proceeds to satisfy creditors’
claims, it would also ensure that V-Go® would continue to be
available to improve the lives and health of patients with type 2
diabetes. And, if the Stalking Horse Bidder is the Successful
Bidder, it intends to offer employment to substantially all of the
Debtors' workforce.
By the Motion, the Debtors request entry of the following:
A. the Order: (i) authorizing and approving the Bidding
Procedures in connection with the sale of the Assets; (ii)
approving the Bid Protections for the Stalking Horse Bidder; (iii)
scheduling an auction for the Assets (the “Auction”) to be held
on March 17, 2020, at 10:00 a.m. (EDT); (iv) approving the
Assumption Procedures in respect of the Designated Contracts and
approving the form and manner of service of the Contract Assumption
Notice; (v) approving the form and manner of service of the Sale
Notices; and (vi) granting related relief.
B. following the Sale Hearing, entry of the Sale Order: (i)
authorizing and approving the sale of the Assets to the Successful
Bidder, or, if the Successful Bidder fails to consummate the Sale,
to the Backup Bidder, free and clear of all liens, claims,
encumbrances, and other interests; (ii) if an Auction is conducted;
(iii) authorizing and approving the assumption and assignment of
the Designated Contracts; and (iv) granting related relief.
The salient terms of the APA are:
a. Sellers/Debtors: Valeritas Holdings, Inc., Valeritas, Inc.,
Valeritas Security Corp., and Valeritas US, LLC.
b. Purchaser: Zealand Pharma A/S or a designee of Zealand as
permitted to the Stalking Horse APA, or the Successful Bidder
c. Purchased Assets: Substantially all of the Debtors'
business enterprise as a going concern
d. Purchase Price: The aggregate amount of $23 million in cash
plus the assumption of certain liabilities
e. The Sale is being conducted pursuant to the competitive
bidding process detailed in the Motion.
f. Any cash proceeds of the Sale shall: (a) be used to satisfy
the DIP Loans; (b) be used in accordance with the terms of a
settlement with the Debtors' prepetition secured lenders; (c) be
used to pay any sale or transaction fee payable to the Debtors'
professionals as a result of the Sale; d) be used to pay the Bid
Protections, if applicable; and (e) otherwise be paid over to the
Debtors for distribution in accordance with the priorities set
forth in the Bankruptcy Code.
g. No tax exemptions under section 1146(a) of the Bankruptcy
Code are contemplated in connection with the Sale.
h. The Debtors are asking relief from the 14-day stay imposed
by Rules 6004(h) and 6006(d).
The salient terms of the Bidding Procedures are:
a. Bid Deadline: March 12, 2020, at 4:00 p.m. (EDT)
b. Initial Bid: Each Bid must clearly set forth the terms of
any proposed Transaction, including and identifying separately any
cash and non-cash components of the proposed Transaction
consideration, such as certain liabilities to be assumed by the
Bidder as part of the Transaction. Any Overbid following the
Baseline Bid will be no less than the value of the Bid Protections,
plus a value equal to $750,000.
c. Deposit: 10% of the aggregate value of the cash and
non-cash consideration of the Bid to be held in an escrow account
d. Auction: If necessary, the Auction will take place on March
17, 2020 at 10:00 a.m. (EDT) at the offices of proposed counsel for
the Debtors, DLA Piper LLP (US), 1251 Avenue of the Americas, New
York, New York, or such other place and time as the Debtors will
notify all Qualified Bidders that have submitted Qualified Bids
(including the Stalking Horse Bidder).
e. Bid Increments: $250,000
f. Sale Hearing: March 20, 2020 at (TBD) (EDT)
g. Sale Objection Deadline: March 19, 2020 at 4:00 p.m. (EDT)
h. Closing: April 2, 2020
i. The DIP Lender will automatically be deemed a Qualified
Bidder and will have the right to credit bid on a dollar-for-dollar
basis all or a portion of the outstanding DIP Obligations.
j. Bid Protections: (1) a Break-Up Fee of 3% of the Purchase
Price, and (2) Expense Reimbursement of up to $1 million
The Debtors are also asking approval of the Assumption Procedures
to facilitate the fair and orderly assumption and assignment of
certain executory contracts and/or unexpired leases in connection
with the Transaction. No later than the Assumption and Assignment
Service Deadline, the Debtors will serve a Contract Assumption
Notice on all counterparties to all contracts expected to be
Designated Contracts. Objections, if any, to the proposed
assumption and assignment or the Cure Amount proposed with respect
thereto must be filed no later than March 12, 2020, at 4:00 p.m.
(EDT), or such deadline set forth in the applicable Supplemental
Assumption Notice.
A copy of the APA and the Bidding Procedures is available at
https://tinyurl.com/ujxnkt5 from PacerMonitor.com free of charge.
About Valeritas Holdings
Valeritas Holdings, Inc. -- https://www.valeritas.com/ -- is a
commercial-stage medical technology company focused on improving
health and simplifying life for people with diabetes by developing
and commercializing innovative technologies.
Valeritas' flagship product, V-Go Wearable Insulin Delivery device,
is a simple, affordable, all-in-one basal-bolus insulin delivery
option for adult patients requiring insulin that is worn like a
patch and can eliminate the need for taking multiple daily shots.
V-Go administers a continuous preset basal rate of insulin over 24
hours, and it provides discreet on-demand bolus dosing at
mealtimes. It is the only basal-bolus insulin delivery device on
the market today specifically designed keeping in mind the needs of
type 2 diabetes patients.
Headquartered in Bridgewater, New Jersey, Valeritas operates its
R&D functions in Marlborough, Massachusetts.
Valeritas Holdings, Inc. and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-10290) on Feb. 9, 2020.
Valeritas Holdings disclosed $49.2 million in total assets and
$38.2 million in total debt as of Sept. 30, 2019.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped DLA Piper LLP (US) as legal counsel; Lincoln
International as investment banker; PricewaterhouseCoopers LLP as
financial advisor; and Kurtzman Carson Consultants LLC as claims
agent.
WC 2101 W BEN WHITE: Hires Fishman Jackson as Bankruptcy Counsel
----------------------------------------------------------------
WC 2101 W Ben White, LP, seeks authority from the US Bankruptcy
Court for the Western District of Texas to hire Fishman Jackson
Ronquillo PLLC as its general bankruptcy counsel.
The Debtor requires the firm to:
a. serve as attorneys of record for the Debtor in all
aspects;
b. provide representation and legal advice to the Debtor
throughout the Bankruptcy Case;
c. assist the Debtor in carrying out its duties under the
Bankruptcy Code, including advising the Debtor of such duties, its
obligations, and its legal rights;
d. consult with the United States Trustee, any statutory
committee that may be formed, and all other creditors and parties
in interest concerning administration of the Bankruptcy Case;
e. assist in the possible sale of the Debtor's assets;
f. prepare on behalf of the Debtor all motions, applications,
answers, orders, reports, and other legal papers and documents to
further the Debtor's interests and objectives in the Bankruptcy
Case, and to assist the Debtor in the preparation of its schedules,
statements, and reports;
g. assist the Debtor in connection with formulating and
confirming a Chapter 11 plan, if necessary;
h. assist the Debtor in analyzing and appropriately treating
the claims of creditors;
i. appear before this Court and any appellate courts or other
courts having jurisdiction over any matter associated with the
Bankruptcy Case; and
j. perform all other legal services and provide all other
legal advice to the Debtor as may be required.
The firm's customary hourly rates are:
Attorneys $300 - $450
Paraprofessionals $135 - $175
Mark H. Ralston, will be the primary provider of legal services for
and on behalf of the Debtor. Mr. Ralston's standard hourly rate is
$400. It is anticipated that Shirley James will provide
paraprofessional legal services on behalf of the Debtor. Ms. James
standard hourly rate is $140.
The firm does not represent or hold any interest adverse to the
Debtor's interests and is a "disinterested person" as defined by
Bankruptcy Code section 101(14), according to court filings.
The firm can be reached through:
Isl Mark H. Ralston, Esq.
Mark H. Ralston, Esq.
FISHMAN JACKSON RONQUILLO PLLC
Three Galleria Tower
13155 Noel Road, Suite 700
Dallas, TX 75240
Tel: (972) 419-5544
Fax: (972) 4419-5500
E-mail: mralston@fjrpllc.com
About WC 2101 W Ben White, LP
WC 2101 W Ben White, LP, is a Texas limited partnership
headquartered in Austin, Texas.
WC 2101 W Ben White, LP, filed a voluntary petition under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-10182) on
Feb. 4, 2020. At the time of filing, the Debtor estimates
$10,000,001 to $50 million in assets and $10,000,001 to $10 million
in liabilities. The Debtor taps Fishman Jackson Ronquillo PLLC as
its general bankruptcy counsel.
WEST PACE: Bankruptcy Administrator Unable to Appoint Committee
---------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Middle District of
Alabama disclosed in a filing that no official committee of
unsecured creditors has been appointed in the Chapter 11 case of
West Pace, LLC.
About West Pace
West Pace, LLC, a privately held company in Auburn, Ala., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.
Ala. Case No. 20-80067) on Jan. 16, 2020. At the time of the
filing, the Debtor had estimated assets of less than $50,000 and
liabilities of between $1,000,001 and $10 million. Judge William
R. Sawyer oversees the case. Michael A. Fritz Sr., Esq., at Fritz
Law Firm, is the Debtor's bankruptcy counsel.
WEST VILLAGE: Hires Avenue to List Riverdale Property at $850K
--------------------------------------------------------------
West Village Holdings, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Georgia to authorize it to employ Avenue
Realty, Inc. and Shane Little as the listing agent in the proposed
sale of the real property located at 7335 Old National Highway,
Riverdale, Georgia at a listing price of $850,000, which may be
extended if necessary, with a 6% commission of the selling price,
pursuant to their Listing Agreement.
Any contract for sale of the Property will be subject to Court
approval following the filing of a motion pursuant to 11 U.S.C.
Section 363. The Declaration of Shane Little regarding the matters
set out in the Application.
Avenue Realty does not represent any interest adverse to the Estate
and is a disinterested person as that term is defined in the 11
U.S.C. Section 101(14). It has no current relationship with the
Trustee or the Debtor.
The employment of Avenue Realty as the listing agent to sell the
Property pursuant to the terms of the Listing Agreement is in the
best interest of the Estate.
A copy of the Listing Agreement is available at
https://tinyurl.com/ujxnkt5 from PacerMonitor.com free of charge.
About West Village Holdings
West Village Holdings, LLC is a real estate lessor whose principal
assets are located at 7335 Old National Highway, Riverdale, Ga.,
and 0 Jonesboro Road, Riverdale, Ga., with a comparable sale value
of $3.30 million.
West Village Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-50013) on Jan. 1,
2019. At the time of the filing, the Debtor disclosed $3,309,900
in assets and $228,500 in liabilities. The Debtor tapped Wiggam &
Geer, LLC as its bankruptcy counsel, and Clark Law Group as its
special counsel.
WHITE STONE FOODS: 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
White Stone Foods, LLC, according to court dockets.
About White Stone Foods
White Stone Foods, LLC, a privately held company in the fast-food
restaurant business, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case no. 20-11531) on Feb. 4,
2020. In the petition signed by John S. Robles, managing member,
the Debtor estimated $50,000 to $100,000 in assets and $1 million
to $10 million in liabilities. Judge Scott M. Grossman oversees
the case. Brian S. Behar, Esq. at Behar Gutt & Glazer, P.A., is
the Debtor's legal counsel.
WIEDER REALTY: 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
Wieder Realty Inc., according to court dockets.
About Wieder Realty
Wieder Realty, Inc., also known as Century 21 Wide Realty, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla. Case No. 20-10433) on Jan. 13, 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 Scott M.
Grossman oversees the case. Behar Gutt & Glazer, P.A. is the
Debtor's legal counsel.
WJA ASSET: Unsecureds to Recover 100% Under Equity Indexed's Plan
-----------------------------------------------------------------
Equity Indexed Managed Fund, LLC, a debtor Affiliate of WJA Asset
Management, LLC and 25 other related entities, filed with the U.S.
Bankruptcy Court for the Central District of California, Santa Ana
Division, a Disclosure Statement describing Chapter 11 Plan of
Liquidation dated February 27, 2020.
The Debtors held the following types of assets: (1) cash; (2) real
estate; (3) deeds of trust; (4) promissory notes; and (5) stock or
membership units in third party companies, which, in turn, either
operate a business or own a real estate development project.
The Debtor's primary assets as of the Petition Date included: (1)
approximately $383,000 in cash on deposit with Kingdom Trust; (2) a
9.81% interest in WJA Real Estate Opportunity Fund I, LLC; (3) a
27.79% membership interest in TD Opportunity Fund, LLC; (4) a
31.04% membership interest in WJA Express Fund, LLC; and (5) a
96.71% interest in Coast Angels LC Fund I, LLC. The Debtor received
an initial distribution of $433,299.52 on account of its interest
in WJA Express Fund, LLC, and is expected to receive one more
significantly smaller distribution from that entity.
The Debtor has reached a settlement with Secured Investment
Corporation under which the Debtor will receive approximately
$455,000. The settlement amount will be reduced by a 25%
contingency fee for counsel handling that matter. The Debtor also
holds a note receivable from TD REO in the approximate amount of
$867,949 on which it expects to receive a pro-rata distribution in
the future along with other creditors after TD REO's plan is
confirmed. The Debtor held an interest in SBC Senior Commercial
Mortgage Fund, LLC, an entity that became subject to a federal
equity receivership in 2012 that recently concluded.
Class 2 General Unsecured Claims incurred in the operation of the
business. Within 30 days of the Effective Date, the Debtor will
pay Allowed Class 2 Claims in full with simple interest at the
federal judgment rate in effect on the Effective Date from the
Petition Date through the date that each Allowed Class 2 Claim is
Paid in Full.
As to Class 3 Interest Holders, within 45 days of the Effective
Date and after making payments required under the Plan and creating
the reserves contemplated by the Plan, the Debtor will make an
initial Pro Rata Distribution of Available Cash to the Interest
Holders. If additional funds become available, the Debtor will make
additional interim Pro-Rata distributions of Available Cash to the
Interest Holders.
The Debtor will continue to liquidate its Estate assets and
distribute the proceeds and funds on hand to its Creditors and
Interest Holders as set forth in the Plan.
As of May 31, 2020, the Debtor is projected to have Available Cash
of approximately $600,000 and no accrued operating liabilities
other than its Professional Fee Claims and ordinary expenses of its
Estate.
A full-text copy of the Disclosure Statement dated Feb. 27, 2020,
is available at https://tinyurl.com/tx8bytg from PacerMonitor at no
charge.
Attorneys for the Debtors:
SMILEY WANG-EKVALL, LLP
Lei Lei Wang Ekvall
Philip E. Strok
Kyra E. Andrassy
Robert S. Marticello
3200 Park Center Drive, Suite 250
Costa Mesa, California 92626
Telephone: 714 445-1000
Facsimile: 714 445-1002
E-mail: lekvall@swelawfirm.com
pstrok@swelawfirm.com
kandrassy@swelawfirm.com
rmarticello@swelawfirm.com
About WJA Asset Management
Luxury Asset Purchasing International, LLC, et al., are part of a
network of entities or "Funds" formed to offer a range of
investment opportunities to individuals. Many of the existing funds
are performing and some Funds had substantial gains. However,
certain Funds, i.e., those invested in private trust deeds secured
by real estate, suffered losses.
William Jordan Investments, Inc. ("Advisor"), is a registered
investment advisor. Laguna Hills, California-based WJA Asset
Management, LLC ("Manager"), is the managing member of Luxury, et
al. William Jordan was the president and sole owner of Advisor and
was the sole member and manager of Manager.
On May 18, 2017, Luxury and its affiliates filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code.
On May 25, 2017, four other affiliated filed voluntary Chapter 11
petitions. On June 6, 2017, CA Real Estate Opportunity Fund III
filed its Chapter 11 petition. The Debtors' cases are jointly
administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the
Debtors continue to operate their businesses and manage their
affairs as DIP.
Pursuant to court orders, Howard Grobstein is now serving as the
chief restructuring officer of the Debtors and Mr. Jordan no longer
has any ongoing role in the Debtors' operations.
At the time of the filing, WJA estimated assets of less
than$500,000 and liabilities of $1 million to $10 million.
Judge Scott C. Clarkson presides over the cases.
Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S.
Marticello, Esq., and Michael L. Simon, Esq., at Smiley
Wang-Ekvall, LLP, serve as counsel to the Debtors. Ann Moore of
Norton Moore Adams has been tapped as special counsel. Elite
Properties Realty is the broker.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
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however, be complete or accurate. The Monday Bond Pricing table
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are not intended to reflect actual trades. Prices for actual
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then-ending.
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2020. All rights reserved. ISSN: 1520-9474.
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