/raid1/www/Hosts/bankrupt/TCR_Public/200615.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, June 15, 2020, Vol. 24, No. 166
Headlines
06-010 GRIDLEY: Hires Timothy Thomas as Counsel
1934 BEDFORD: June 24 Hearing on Disclosures and Plan
24 HOUR FITNESS: Prepares for Bankruptcy Filing as Gyms Re-open
3443 ZEN: Trustee Seeks to Hire Sprouse Shrader as Special Counsel
4433 FLORIN: Case Summary & 14 Unsecured Creditors
7 HILLS INC: Seeks 60-Day Extension to File Disclosures and Plan
7171 BOWLING: Case Summary & 17 Unsecured Creditors
78 AVENUE GLENDALE: Seeks to Hire Joel M. Aresty as Legal Counsel
ACHAOGEN INC: Court OKs Chapter 11 Liquidation Plan
ACHAOGEN INC: Federal Interests Shall Comply with all Terms
ADAIR MECHANICAL: 50% Recovery for Unsecureds; Plan Confirmed
ADVANCE AUTO: Egan-Jones Lowers Senior Unsecured Ratings to BB
ADVANCED GREEN: Taps Marshall Gerstein as Special Counsel
AEMETIS INC: Board Appoints Naomi Boness as Class II Director
AEMETIS INC: Stockholders Pass All Proposals at Annual Meeting
AERO-MARINE: Seeks to Hire Maxim Commercial as Broker
AIR CANADA: Raises Funds to Stay Afloat During Pandemic
AKORN INC: Hires AlixPartners as Financial Advisor
AKORN INC: Hires Grant Thornton as Tax and Financial Consultant
AKORN INC: Hires PJT Partners as Investment Banker
ALAMO GILBERT: Has Interim Nod to Use Cash Collateral Thru July 2
ALLIED UNIVERSAL: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
ALPHA ENTERTAINMENT: Fox & Disney Reportedly Inquired About XFL
AMERICAN AIRLINES: Fitch Rates Special Facility Revenue Bonds BB-
AMERICAN BERBER: Jezierski Buying 2007 Dodge Sprinter Van for $10K
AMLAK FINANCE: Fails to Complete Its Debt Restructuring Agreement
ANNAGEN LLC: Hires Thomas Thomas & Hafer as Special Counsel
ANWORTH MORTGAGE: Egan-Jones Cuts Senior Unsecured Ratings to CCC
APACHE CORP: Egan-Jones Lowers Sr. Unsecured Debt Ratings to B+
APEX ENERGY: Plan & Disclosure Hearing Continued to June 23
ARCHDIOCESE OF NEW ORLEANS: TMI Appointed as New Committee Member
ASHFORD HOSPITALITY: Egan-Jones Lowers Sr. Unsecured Ratings to C
AVIANCA HOLDINGS: Gets Approval to Hire Milbank as Legal Counsel
AVIANCA HOLDINGS: To Compete as Smaller Airline After Chapter 11
BALTIMORE 24 INVESTORS: Hires Beus Gilbert as Special Counsel
BARNARD'S TRANSFER: Seeks to Hire Ritter Spencer as Legal Counsel
BAYSIDE WASTE: Seeks Approval to Hire Business Broker
BELEAVE INC: Files Under CCAA to Sell to Hegedus
BIZNESS AS USUAL: Plan to be Funded by Rental Income, Estate Sales
BLUESTEM BRANDS: Files Plan With $200M Lender Bid
BOSS OYSTER: Proposes Sale of Two Apalachicola Properties
BOWIE REAL: Hires Matthews Retail Group as Real Estate Broker
BOY SCOUTS: Abuse Victims Have Until Nov. 16, 2020 to File Claims
BRIGGS & STRATTON: Hires Restructuring Advisers as Debt Looms
BRINK'S COMPANY: Moody's Cuts CFR to Ba2 & Alters Outlook to Stable
BUFFBURGER #1: Seeks Approval to Hire HCFO Group as Accountant
BUNGE LIMITED: Egan-Jones Cuts Sr. Debt Unsecured Ratings to BB
CANADIAN NATURAL: Egan-Jones Cuts Foreign Curr. Debt Rating to BB+
CARBO CERAMICS: Committee Hires AlixPartners as Valuation Expert
CAREMORE MANAGERS: Hires Joyce W. Lindauer as Legal Counsel
CAROUSEL CENTER: Moody's Cuts Rating on PILOT Revenue Bonds to B1
CARPENTER'S ROOFING: Unsecureds Get $1,500 Per Quarter for 5 Years
CBL & ASSOCIATES: Egan-Jones Lowers Sr. Unsecured Ratings to CCC
CEASARS ENTERTAINMENT: Egan-Jones Cuts Unsec. Debt Ratings to B-
CENTERPOINTE INSURANCE: Case Summary & 20 Top Unsecured Creditors
CENTRAL DOVER: Seeks to Hire Kirby Aisner as Legal Counsel
CHEVRON CORP.: Mulls Cutting Global Workforce Amid Restructuring
CHIMNEY HILL: Trustee Taps Nourmand as Real Estate Agent
CIMTECH CORP: Seeks Approval to Hire Parsons Behle as New Counsel
CLEAN ENERGY: Gets $2M Financing Commitment from GHS Investments
COMCAR INDUSTRIES: Proposes Sale of All CCC & CTTS Assets to CWI
COMET CLOTHING: Case Summary & 18 Unsecured Creditors
CONNEAUT LAKE PARK: Closes Down, Lacks Funds During Pandemic
COPPER BULL: Seeks to Hire ALoyal Vision as Accountant
COSTA HOLLYWOOD: Seeks OK of June 2020 Cash Collateral Budget
CPG INTERNATIONAL: S&P Places 'B' ICR on CreditWatch Positive
CRITTENDEN E.M.S: Taps Robertson Law Firm as Legal Counsel
DEAN & DELUCA: Taps Saul Ewing Arnstein as Special Counsel
DELMAR PHARMACEUTICALS: Will Acquire Adgero Biopharmaceuticals
DIAMOND OFFSHORE: To Negotiate With Bondholders on Plan
DIOCESE OF BUFFALO: AWF Buying Olean Property for $150K
DIOCESE OF BUFFALO: Taps Tucker Group as Communications Consultant
DPW HOLDINGS: Gets $3.2M Purchase Orders From 4 Defense Contractors
EASTERN NIAGARA: Hires Gibbins Advisors as Restructuring Advisor
EDGEWELL PERSONAL: Egan-Jones Cuts Sr. Debt Unsecured Ratings to B
EKSO BIONICS: Expects to Receive $7.9-Mil. From Stock Offering
ENERPLUS CORP: Egan-Jones Lowers Senior Unsecured Ratings to BB
EQT CORP: Egan-Jones Lowers Senior Unsecured Ratings to B-
ESCONDIDO HOLDINGS: Hires Michelle Harvey CPA as Accountant
EXIDE HOLDINGS: Law Firm of Russell Represents Utility Companies
EXSCIEN CORPORATION: Hires Stichter Riedel as Counsel
FAIRFAX FINANCIAL: Egan-Jones Cuts Sr. Unsec. Debt Ratings to BB+
FAIRWAY GROUP: Fails to Find a Buyer, Expects Mass Layoffs
FAIRWAY MARKET: Faces Possible Shutdown If Buyers Not Found
FOODFIRST GLOBAL: Seeks to Hire Hilco Real Estate as Consultant
FORUM ENERGY: Terminates Deferred Compensation Plan
FRANK INVESTMENTS: Hires VerStandig Law as Special Counsel
FRED'S INC: Court Approves Liquidation Plan
FREEMAN MOBILE: Hires Duerr & Cullen as Tax Preparer
FRONT RANGE GUN CLUB: To File for Chapter 11 to Stop Foreclosure
GALILEO LEARNING: Hires BergDavis as Public Affairs Advisor
GALILEO LEARNING: Permitted to Use Cash Collateral on Final Basis
GAMESTOP CORP: Swings to $165.7 Million Net Loss in First Quarter
GDS TRANSPORT: May Interimly Use Cash Collateral Until July 1
GEMSTONE SOLUTIONS: U.S. Trustee Objects to the Amended Plan
GRAN TIERRA ENERGY: S&P Raises ICR to 'B-'
GREEN EARTH: Proposes Auction Sale or Surrender of Equipment
GREENTEC-USA INC: Hires MichieHamlett PLLC as Special Counsel
HARRIS DAVIS WELCH: McEleveen Buying Sardinia Property for $40K
HARSCO CORP: Egan-Jones Cuts Foreign Curr. Unsec. Rating to BB-
HERC HOLDINGS: Egan-Jones Withdraws D Senior Unsecured Ratings
HERTZ CORPORATION: Ciardi, Francis Represent Theft Plaintiffs
HERTZ GLOBAL: Awarded Retention Bonuses Days Before Filing
HILTON WORLDWIDE: Egan-Jones Lowers Senior Unsecured Ratings to B
HOLLYFRONTIER CORP: Egan-Jones Hikes Sr. Unsecured Ratings to BB+
IGB GROUP: Seeks Approval to Hire Bankruptcy Attorney
ILLUMINATE HOLDINGS: S&P Assigns 'B+' ICR; Outlook Stable
INFINERA CORP: Egan-Jones Lowers Senior Unsecured Ratings to CC
INMAR INC: S&P Cuts ICR to 'B-' on Higher-Than-Expected Leverage
INTERLOGIC OUTSOURCING: Committee Taps Richard Barry as Consultant
INTERSTELLAR DISRUPTION: Hires Wernick Law as Legal Counsel
J. C. PENNEY: Hires AlixPartners as Financial Advisor
J. C. PENNEY: Seeks to Hire Lazard Freres as Investment Banker
J. CREW: Moody's Rates $400MM DIP Term Loan Facility 'B2'
J. HILBURN INC: Seeks to Hire Ordinary Course Professionals
J. HILBURN: Unsecured Creditors to Have 20% to 30% Recovery in Plan
JDUB'S BREWERY: Forced to Chapter 11 by Pandemic
JETBLUE AIRWAYS: Moody's Lowers Secured Debt Ratings to Ba2
JOHN BARRETT: Files for Bankruptcy Protection
JRYE LLC: Gets Approval to Hire Balisok & Kaufman as Legal Counsel
JS KALAMA: Voluntary Chapter 11 Case Summary
JTS TRUCKING: Seeks to Hire Christian & Small as Special Counsel
KENAN ADVANTAGE: Moody's Confirms Caa1 CFR, Outlook Negative
KENTUCKY: Court Certifies Four Classes in J.B-K-1 Minors Suit
LAJ CONSTRUCTION: Trustee Hires Bachecki Crom as Accountant
LAMPKINS PATTERSON: Plan & Disclosure Hearing Continued to July 27
LE PAIN QUOTIDIEN: Quickly Rejects Leases for 59 Restaurants
LOG STORM SECURITY: Market Tests CyberShark Sale Plan
LONE STAR HOTELS: Seeks to Hire Joyce W. Lindauer as Legal Counsel
LONGVIEW POWER: To Enter into New Warrant Agreement
LSC COMMUNICATIONS: Committee Taps Alvarez & Marsal as Advisor
LSC COMMUNICATIONS: Committee Taps Jefferies as Investment Banker
LSC COMMUNICATIONS: Committee Taps Levenfeld Pearlstein as Counsel
LSC COMMUNICATIONS: Committee Taps Prime Clerk as Information Agent
LSC COMMUNICATIONS: Committee Taps Stroock & Stroock as Counsel
LUCKY'S MARKET & EARTH FARE: Southeastern to Reopen 8 Stores
LUX TEMPLUM: Hires McEwen Gisvold as Litigation Counsel
M.G. TRANSPORT: Sues the SBA for Denial of PPP Loans
MAUSER PACKAGING: Fitch Corrects June 3 Ratings Release
MAVERICK RESTORATION: Hires Corral Tran Singh as Counsel
MERRICK COMPANY: U.S. Trustee Asking for Debtor's MORs, Fees
MEZZ57TH LLC: Seeks to Hire Ballon Stoll as Attorney
MIAMI JEWISH: Fitch Lowers Rating on $44MM 2017 Bonds to BB+
MICI CORP: Has Authority to Use Cash Collateral on Interim Basis
NAI ENTERTAINMENT: Moody's Confirms B3 CFR & Alters Outlook to Neg.
NANOMECH INC: Court Grants Case Dismissal
NATIONAL MEDICAL: Case Summary & 5 Unsecured Creditors
NEP/NCP HOLDCO: Moody's Gives Caa2 Rating on $100MM First Lien Loan
NEW BRAUNFELS: Seeks to Hire Nelson M. Jones III as Counsel
NFINITY GROUP: Taps Phoenix Valuations as Appraiser
NN INC: Moody's Lowers CFR to Caa2, Outlook Negative
NORTHWEST COMPANY: Committee Hires Lowenstein Sandler as Counsel
NORTHWEST COMPANY: Committee Taps Emerald Capital as Advisor
NORTHWOODS CONSTRUCTION: June 25 Hearing on Disclosure Statement
NORTHWOODS CONSTRUCTION: Unsec. Creditors to Get 50% Over 5 Years
O'LINN SECURITY: Seeks Continued Access to Cash Until End of 2020
OCCIDENTAL PETROLEUM: Sued by Shareholders Over Anadarko Losses
OCEAN SUPPLY: Ordered to File Plan and Disclosures by July 25
OCEANEERING INT'L: Egan-Jones Cuts Senior Unsecured Ratings to B-
OGE ENERGY: Egan-Jones Lowers Senior Unsecured Debt Ratings to BB
OMNIQ CORP: Gets Order for New PERCS System from Kansas University
OMNIQ CORP: Posts $2.94 Million Net Loss in First Quarter
P8H INC: Committee Seeks to Hire Richard J. Corbi as Counsel
P8H INC: Trustee Seeks Approval to Hire Pryor Cashman as Counsel
PARTY CITY OF RALEIGH: Taps Watson & Davis as Accountant
PARTY CITY: Seeks to Hire Northen Blue as Bankruptcy Counsel
PBF ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to B+
PETERSEN-DEAN INC: Case Summary & 20 Largest Unsecured Creditors
PG&E CORP.: $58 Billion Plan Approved by California Regulators
PG&E CORP: Creditors' Committee Objects to Joint Plan
PG&E CORP: Tort Claimants Committee Objects to Reorganization Plan
PG&E CORP: UST Has Issues With Releases in Plan
PIER 1 IMPORTS: No Going Concern Buyer; Liquidating All Stores
PIONEER ENERGY: Emerges Successfully from Chapter 11 Bankruptcy
PLUM CIRCLE: Seeks Authorization on Cash Collateral Use
PORT CAPITAL: To Restructure Under CCAA; E&Y as Monitor
PURE BIOSCIENCE: Posts Third Quarter Net Income of $473,000
QUARTER HOMES: Case Summary & 18 Unsecured Creditors
RAVNAIR GROUP: BNP Paribas Seeks Piecemeal Sale
RAVNAIR GROUP: Treasury OKs CARES Act Grant
REAGOR-DYKES MOTORS: Seeks to Hire Bracewell as Litigation Counsel
REDWOOD TRUST: Egan-Jones Lowers Senior Unsecured Ratings to B+
ROCHESTER DRUG: Seeks Approval to Hire CBRE as Real Estate Broker
ROCKPORT DEVELOPMENT: Hires Mr. VanderLey of Force Ten as CRO
ROCKPORT DEVELOPMENT: Seeks to Hire Marshack Hays as Counsel
ROYAL CARIBBEAN: Egan-Jones Lowers Sr. Unsec. Debt Ratings to B+
ROYALE ENERGY: Completes Two North Jameson Wells
RSB INVESTMENTS: Case Summary & 7 Unsecured Creditors
RUSSELL CLARK: Chao Vang Buying Heavener Property for $135K
SANUWAVE HEALTH: Receives $1.21 Million from Securities Sale
SCHLUMBERGER LTD: Egan-Jones Cuts Foreign Curr. Unsec Rating to BB+
SEA OAKS COUNTRY: Case Summary & 20 Largest Unsecured Creditors
SEA OAKS COUNTRY: Hires Broege Neumann as Attorney
SERTA SIMMONS: Moody's Lowers Rating on 1st Lien Term Loan to Ca
SHAPPHIRE RESOURCES: Response to MTGLQ Investors Objections
SOGIO INVESTMENTS: Allowed to Use Cash Collateral on Interim Basis
SOUTH BEACH: Court Conditionally Approves Disclosure Statement
SOUTHWEST AIRLINES: Offers Employees Buyouts & Temporary Leaves
SPAIN TO MAINE: Seeks to Hire J F Valley as Legal Counsel
STAGE STORES: Seeks to Hire PJ Solomon as Investment Banker
STAR PETROLEUM: Puma Seeks to Defer Deadline to Respond to Plan
STATTUS TECHNOLOGY: Seeks Access to Swift Capital Cash Collateral
STEAKHOUSE HOLDINGS: Hires KellerWilliams Realty as Broker
SUMMIT HME: Aero Care Buying All Assets for $784K Cash
SYNCHRONOSS TECHNOLOGIES: Three Proposals Passed at Annual Meeting
T-MOBILE US: Court Dismisses Bradley Suit with Leave to Amend
TEL-INSTRUMENT: Receives $1.6 Million Test Set Order
TEMPLAR ENERGY: Plans to Liquidate; Sr. Lenders Deeply Impaired
TIARA TOWNHOMES: Case Summary & 19 Unsecured Creditors
TRILOGY INT'L: Fitch Lowers LT Issuer Default Rating to CCC+
TROIANO TRUCKING: Trustee May Continue Using Cash Until Aug. 7
TUESDAY MORNING: Starts Closing 230 Stores
TWA PROPERTIES: Happy State Bank Objects to Disclosure Statement
USA GYMNASTICS: Survivors Object to Disclosure statement
VARSITY BRANDS: Moody's Rates New $150MM Sec. 1st Lien Notes 'B2'
VIASAT INC: Egan-Jones Lowers Sr. Unsec. Debt Ratings to CCC+
VICTERRA ENERGY: Hires Buckley & Boots as Valuation Advisor
VICTERRA ENERGY: Hires MACCO Restructuring as Financial Advisor
VICTERRA ENERGY: Seeks to Hire Okin Adams as Counsel
VIDANGEL INC: Trustee Hires Kaplan Voekler as Special Counsel
VILLAGE EAST: Committee Hires Middleton Reutlinger as Counsel
VISCARIA CONSULTING: Seeks to Hire Lane Law as Legal Counsel
WALKER SERVICE: Gets Approval to Hire Spence Law Office as Counsel
WHITING PETROLEUM: Egan-Jones Lowers Sr. Unsec. Debt Ratings to D
WILSON METAL: Amended Plan of Reorganization Confirmed by Judge
WYNN MACAU: Moody's Assigns B1 Rating to New $750MM Unsec. Notes
YRC WORLDWIDE: Egan-Jones Lowers Sr. Unsecured Debt Ratings to CCC
YUM! BRANDS: Egan-Jones Lowers Sr. Unsec. Debt Ratings to B
YUNHONG CTI: LF International Has 56.9% Stake as of June 5
[*] Subchapter V and the Single Asset Real Estate in Covid World
[^] BOND PRICING: For the Week from June 8 to 12, 2020
*********
06-010 GRIDLEY: Hires Timothy Thomas as Counsel
-----------------------------------------------
06-010 Gridley Business Trust seeks authority from the U.S.
Bankruptcy Court for the District of Nevada to employ the Law
Office of Timothy Thomas, LLC, as counsel to the Debtor.
06-010 Gridley requires Timothy Thomas to:
Timothy Thomas to:
a. provide legal advice as to the Debtor's rights and
obligations, and performance of duties as a debtor-in-
possession during the administration of this bankruptcy
case;
b. represent the Debtor in all proceedings before the
Bankruptcy Court; and
c. assist the Debtor in evaluating its legal positions and
strategy and assistance in performing its duties in the
Bankruptcy Code.
Timothy Thomas will be paid based upon its normal and usual hourly
billing rates.
Prior to the filing of the Chapter 11 case, Timothy Thomas received
a pre-petition retainer of $10,000 from Mesa Asset Management, the
Trustee for the Debtor.
Timothy Thomas will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Timothy P. Thomas, Esq., partner of the Law Office of Timothy
Thomas, LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Timothy Thomas can be reached at:
Timothy P. Thomas, Esq.
LAW OFFICE OF TIMOTHY THOMAS, LLC
1771 E. Flamingo Rd. B-212
Las Vegas, NV 89119
Tel: (702) 227-0011
E-mail: tthomas@tthomaslaw.com
About 06-010 Gridley Business Trust
06-010 Gridley Business Trust, based in Las Vegas, NV, filed a
Chapter 11 petition (Bankr. D. Nev. Lead Case No. 14-14028) on June
6, 2014. The Hon. August B. Landis oversees the case.
In its petition, the Debtor disclosed $1.21 million in assets, and
$694,384 in liabilities. The petition was signed by Peter J.
Becker, managing member of Trustee, Mesa Asset Management, LLC.
The LAW OFFICES OF TIMOTHY P. THOMAS, LLC, serves as bankruptcy
counsel to the Debtor.
1934 BEDFORD: June 24 Hearing on Disclosures and Plan
-----------------------------------------------------
A hearing has been scheduled for June 24, 2020 at 2:30 pm at the
United States Bankruptcy Court, 271 Cadman Plaza East, Brooklyn,
New York to consider approval of the Third Amended Disclosure
Statement and confirmation of the Third Amended Chapter 11 Plan of
1934 Bedford LLC.
That the Scheduling Order provides that any objection to the
Debtor's Disclosure Statement or the Debtor's Plan must be filed in
the bankruptcy case by June 10, 2020.
That responses to any Objection must be filed in the Bankruptcy
Case by June 17, 2020.
Full Payment to Unsecurds
According to 1934 Bedford LLC's Third Amended Disclosure Statement,
Class 13 General Unsecured Claims totaling $141,000 are unimpaired.
Holders of Allowed Class 13 Claims will be paid in full in cash
(including Federal Judgment Rate interest from the Petition Date to
the Effective Date) on the later of the Effective Date or 10 days
after the Allowance Date thereof.
The Plan will be funded predominantly from the proceeds of the sale
of the Property.
A full-text copy of the Third Amended Disclosure Statement dated
May 27, 2020, is available at https://tinyurl.com/y7ma4hem from
PacerMonitor.com at no charge.
The Debtor's counsel:
Schuyler G. Carroll, Esq.
William M. Hawkins, Esq.
345 Park Avenue
New York, New York 10154
Tel: 212-407-4126
E-mail: whawkins@loeb.com
About 1934 Bedford LLC
1934 Bedford LLC operates and develops a multi-unit building in
Brooklyn, New York.
An involuntary petition for relief under Chapter 11 of the
Bankruptcy Code was filed by creditors Simply Brooklyn Realty, HTC
Construction Management, Inc., HTC Plumbing, Inc., against Bedford
(Bankr. E.D.N.Y. Case No. 19-44751) on Aug. 2, 2019. On Sept. 12,
2019, Bedford consented to the entry of an order for relief under
Chapter 11 of the Bankruptcy Code.
Wayne Greenwald, P.C., is the Debtor's counsel.
The Creditors are represented by Rosenberg Musso & Weiner LLP.
24 HOUR FITNESS: Prepares for Bankruptcy Filing as Gyms Re-open
---------------------------------------------------------------
Katherine Doherty, writing for Bloomberg, reports that gym owner 24
Hour Fitness Worldwide Inc. is preparing for a possible bankruptcy
filing to reduce debt as it re-opens locations in the U.S.
24 Hour Fitness, the operator of over 430 mid-tier gyms, is in
negotiations with investors over terms of a loan that would keep
the company operational through court restructuring, according to
people with knowledge of the situation. The proposed Chapter 11
filing will reduce the company's borrowings by swapping debt for
equity and handling control to lenders, Bloomberg said, citing its
sources.
Prior to the pandemic, 24 Hour Fitness, which has over $1.3 billion
worth of debt stemming from a leveraged buyout by AEA Investors and
the Ontario Teachers' Pension Plan in 2014, was struggling to hold
onto to customers lured by gyms that were either cheaper or
fancier.
24 Hour is getting advice from restructuring lawyers at Weil,
Gotshal & Manges LLP as well as investment bankers at Lazard, the
people said. Plans are in flux and could change depending on future
re-openings and ongoing negotiations with creditors and 24 Hour's
landlords, Bloomberg's sources said.
"We are considering a broad range of options to ensure the long
term sustainability and success of 24 Hour Fitness and we are not
going to comment publicly on our strategic plans," the San Ramon,
California-based company said in a statement to Bloomberg. "We
look forward to continuing the reopening of our clubs as we are
operationally prepared."
About 24 Hour Fitness Worldwide Inc.
24 Hour Fitness Worldwide, Inc. is a leading owner and operator of
fitness centers in the US. As of March 31, 2017, the company
operated 426 clubs serving approximately 3.6 million members across
13 states and 23 markets, predominantly in California, Texas and
Colorado. For the 12 months ended March 31, 2017, the company
generated total revenue of about $1.4 billion. In May 2014, 24 Hour
Fitness was acquired by affiliates of AEA Investors LP, Fitness
Capital Partners and Ontario Teachers' Pension Plan for a total
purchase price of approximately $1.8 billion.
* * *
In June 2020, S&P Global Ratings lowered its issuer credit rating
on U.S.-based fitness club operator 24 Hour Fitness Worldwide Inc.
to 'D' from 'CCC+' after the company did not pay its June 1, 2020
interest payment on its senior notes due 2022.
"We are lowering our issue-level rating on the company's senior
unsecured notes to 'D' because we believe the company is unlikely
to make the notes interest payment within the 30-day grace period.
We are also lowering our issue-level ratings on the company's
senior secured term loan and revolver to 'CCC-' from 'B-' to
reflect our belief it is unlikely the company will make its
upcoming interest payments on this debt," S&P said.
3443 ZEN: Trustee Seeks to Hire Sprouse Shrader as Special Counsel
------------------------------------------------------------------
Gregory S. Milligan, chapter 11 trustee of 3443 Zen Garden, LP,
seeks authority from the US Bankruptcy Court for the Western
District of Texas to employ Sprouse Shrader Smith PLLC as its
special counsel.
The Trustee seeks to retain Sprouse as special counsel because it
served as the Debtor's land use and municipal regulatory lawyer
prepetition, specifically advising the Debtor on its efforts to
obtain a favorable Project Development Agreement.
Sprouse's hourly rates are:
Terrence L. Irion, Member $350
Courtney Mogonye-McWhorter, Member $300
Judy Yhu, Paralegal $165
Terrence L. Irion, member in the law firm of Sprouse, assures the
court that the firm does not represent and will not represent any
entity, other than the Trustee, in matters related to the Case.
The firm can be reached through:
Terrence L. Irion, Esq.
Sprouse Shrader Smith PLLC
805 Las Cimas Parkway Las Cimas III, Suite 350
Austin, TX 78746
Phone: 512.615.6650
Email: terry.irion@sprouselaw.com
About 3443 Zen Garden
3443 Zen Garden, LP is a "single asset real estate" debtor (as
defined in 11 U.S.C. Section 101(51B)).
On March 22, 2020, creditors Lyle America, Austin Glass & Mirror,
Inc. and ACM Services, LLC filed an involuntary Chapter 11 petition
against 3443 Zen Garden (Bankr. W.D. Texas Case No. 20-10410). The
petitioning creditors are represented by Kell C. Mercer, Esq., at
Kell C. Mercer, PC.
Judge H. Christopher Mott oversees the case.
Gregory S. Milligan was appointed as Chapter 11 trustee for 3443
Zen Garden. Wick Phillips Gould & Martin, LLP and HMP Advisory
Holdings, LLC serve as the trustee's bankruptcy counsel and
financial advisor, respectively.
4433 FLORIN: Case Summary & 14 Unsecured Creditors
--------------------------------------------------
Debtor: 4433 Florin Road, LLC
4008 Knob Hill Drive
Sherman Oaks, CA 91403
Business Description: 4433 Florin Road, LLC is a Single Asset Real
Estate (as defined in 11 U.S.C. Section
101(51B)), whose principal assets are
located at 4433 Florin Road Sacramento, CA
95823.
Chapter 11 Petition Date: June 11, 2020
Court: United States Bankruptcy Court
Central District of California
Case No.: 20-11047
Judge: Hon. Victoria S. Kaufman
Debtor's Counsel: Douglas M. Neistat, Esq.
G&B LAW, LLP
16000 Ventura Boulevard
Suite 1000
Encino, CA 91436
Tel: 818-382-6200
E-mail: dneistat@gblawllp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sorour Karrouby, member.
A copy of the petition containing, among other items, a list of the
Debtor's 14 unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/t9xTcq
7 HILLS INC: Seeks 60-Day Extension to File Disclosures and Plan
----------------------------------------------------------------
7 Hills, Inc., moves the Court to extend by a period of 60 days its
deadline to file an Amended Disclosure Statement and an Amended
Plan of Reorganization.
The Debtor filed the case on June 12, 2019, and has operated as
debtor in possession since that time.
Just as the Debtor had opened one of its gas stations/convenience
stores and was about to open the other, the coronavirus epidemic
occurred and southwest Virginia currently experiences economic
conditions that are completely unpredictable. As a result of the
uncertainty created by the epidemic, the Court agreed to extend the
Debtor's deadline to file an amended plan and disclosure statement
until May 29, 2020.
The Debtor asserts that circumstances are still such that it is not
in a position to reliably and accurately file its Amended
Disclosure Statement and an Amended Plan of Reorganization. The
Debtor's businesses are open, but generating revenue sufficient
solely to pay its operating expenses, but not sufficient to make
debt payments or to reasonably propose a plan of reorganization.
At this time, the Debtor hopes to be in a position to file a
reliable and accurate Amended Disclosure Statement and an Amended
Plan of Reorganization within 30 days from its current deadline of
May 29, 2020.
Counsel for the Debtor:
Andrew S. Goldstein, Esq.
Magee Goldstein Lasky & Sayers, P.C.
P.O. Box 404
Roanoke, Virginia 24003-0404
Telephone: (540) 343-9800
Facsimile: (540) 343-9898
E-mail: agoldstein@mglspc.com
About 7 Hills Inc.
7 Hills, Inc., based in Shawsville, VA, filed a Chapter 11
bankruptcy petition (Bankr. W.D. Va. Case No. 19-70804) on June 12,
2019. In the petition signed by Rajendra Patel, president, the
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities. The Hon. Paul M. Black oversees the case.
Andrew S. Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C.,
serves as bankruptcy counsel to the Debtor.
7171 BOWLING: Case Summary & 17 Unsecured Creditors
---------------------------------------------------
Debtor: 7171 Bowling Drive, LLC
4008 Knob Hill Drive
Sherman Oaks, CA 91403
Business Description: 7171 Bowling Drive, LLC is a Single Asset
Real Estate (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: June 11, 2020
Court: United States Bankruptcy Court
Central District of California
Case No.: 20-11048
Judge: Hon. Victoria S. Kaufman
Debtor's Counsel: Douglas M. Neistat, Esq.
G&B LAW, LLP
16000 Ventura Boulevard
Suite 1000
Encino, CA 91436
Tel: 818-382-6200
E-mail: dneistat@gblawllp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sorour Karrouby, member.
A copy of the petition containing, among other items, a list of the
Debtor's 17 unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/PrM3Co
78 AVENUE GLENDALE: Seeks to Hire Joel M. Aresty as Legal Counsel
-----------------------------------------------------------------
78 Avenue Glendale LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Joel M.
Aresty, P.A. as its legal counsel.
The firm will provide services in connection with Debtor's Chapter
11 case, which include:
(a) advising Debtor of its powers and duties in the continued
management of its business operations;
(b) advising Debtor of its responsibilities in complying with
the U.S. Trustee's Operating Guidelines and Reporting Requirements
and with the rules of the court;
(c) preparing legal documents necessary in the administration
of the case;
(d) protecting the interest of Debtor in all matters pending
before the court; and
(e) representing Debtor in negotiation with its creditors in
the preparation of a bankruptcy plan.
Joel Aresty, Esq., disclosed in court filings that he is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The attorney can be reached at:
Joel M. Aresty, Esq.
Joel M. Aresty, P.A.
309 1st Ave S
Tierra Verde FL 33715
Telephone: (305) 904-1903
Facsimile: (800) 899-1870
Email: Aresty@Mac.com
About 78 Avenue Glendale
78 Avenue Glendale, LLC is a privately held company whose principal
assets are located at 58-41 78th Ave., Ridgewood, N.Y.
On May 14, 2020, 78 Avenue Glendale sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-15329). At
the time of the filing, Debtor had estimated assets of $500,000 to
$1 million and estimated liabilities of $1 million to $10 million.
Judge Laurel M. Isicoff oversees the case. Joel M. Aresty, P.A. is
Debtor's legal counsel.
ACHAOGEN INC: Court OKs Chapter 11 Liquidation Plan
---------------------------------------------------
Daniel Gill, writing for Bloomberg Law, reports that antibiotics
manufacturer Achaogen obtain court approval for its Chapter 11
liquidation plan after selling its assets, giving creditors only a
limited recovery.
The consensual plan provides limited recovery to unsecured and
secured creditors.
"This was a much more challenging case than it first appeared,"
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware said during a video hearing that culminated in
the plan's approval.
The plan, filed jointly by Achaogen and the unsecured creditors
committee, will be effective Friday, said Achaogen's attorney, Erin
N. Brady of Hogan Lovells US LLP.
A copy of the full-report is available at
https://news.bloomberglaw.com/bankruptcy-law/biotech-firm-achaogen-gets-confirmation-of-liquidation-plan
About Achaogen Inc.
South San Francisco, California-based Achaogen, Inc. --
http://www.achaogen.com/-- is a biopharmaceutical company focused
on the discovery, development, and commercialization of innovative
antibacterial treatments against multi-drug resistant gram-negative
infections.
Achaogen sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 19-10844) on April 25, 2019. In the
petition signed by CEO Blake Wise, the Debtor disclosed assets of
$91.61 million and liabilities of $119.96 million as of Jan. 31,
2019.
The case is assigned to Judge Brendan Linehan Shannon.
The Debtor tapped Hogan Lovells US LLP as its bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Meru LLC as
financial advisor; Cassel Salpeter & Co., LLC as investment banker;
and Kurtzman Carson Consultants LLC as claims, noticing and
solicitation agent.
Andrew Vara, acting U.S. trustee for Region 3, appointed a
committee of unsecured creditors on April 23, 2019. The committee
retained Akin Gump Strauss Hauer & Feld LLP and Klehr Harrison
Harvey Branzburg LLP as its legal counsel, and Province, Inc., as
its financial advisor.
ACHAOGEN INC: Federal Interests Shall Comply with all Terms
-----------------------------------------------------------
Judge Brendan L. Shannon entered findings of fact, conclusions of
law, and an order approving Disclosure Statement on a final basis
and confirming the First Amended Plan of Liquidation jointly
proposed by Achaogen, Inc. and its Official Committee of Unsecured
Creditors.
Classes 2 and 3 are unimpaired and are conclusively presumed to
have accepted the Plan under 11 U.S.C. Sec. 1126(f). Classes 1 and
4 are impaired and have voted to accept the Plan. Class 5 will
receive nothing under the Plan and is deemed to have rejected the
Plan.
The Court ruled that the Plan and the agreements implemented by the
Plan (including the Committee Settlement and the Proceeds
Stipulation, collectively, the "Settlement Agreements") are the
result of extensive, arm's-length, good faith negotiations between
and among the principal constituencies in this Chapter 11 Case.
Furthermore, the Plan is in the best interests of the Estate,
creditors, interest holders and other stakeholders
Nothing in the Plan or this Confirmation Order shall authorize the
assumption, sale, assignment or other transfer of any agreements,
grants, grant funds, licenses, permits, authorizations,contracts,
leases, or other interests of the federal government (collectively,
"Federal Interests"), without compliance with all terms of the
Federal Interests and with all applicable non-bankruptcy law. For
the avoidance of doubt, if there is determined to be any
inconsistency between Section 9.5 of the Plan and any provisions of
this Confirmation Order, Section 9.5 of the Plan will govern
notwithstanding any other provisions in this Confirmation Order.
All requests for payment of an Administrative Claim, other than
Professional Fee Claims, DIP Facility Claims, and Administrative
Tax Claims, incurred after July 1, 2019 must be filed with the
Bankruptcy Court and served on counsel to the Debtor, counsel to
the DIP Lender, counsel to the Committee andcounsel to the Plan
Trustee no later than 30 days after the Effective Date
The Final Fee Hearing will be held on August 6, 2020 at 10:00 a.m.
(ET). August 6, 2020 at 10:00 a.m. (ET). The Debtor's counsel will
file a notice of the Professional Fee Claim Bar Date and Final Fee
Hearing. Such notice shall be posted on the Noticing Agent Website
and the Debtor will not be required to provide further notice of
the Professional Fee Claim Bar Date or the Final Fee Hearing.
About Achaogen Inc.
South San Francisco, California-based Achaogen, Inc. --
http://www.achaogen.com/-- is a biopharmaceutical company focused
on the discovery, development, and commercialization of innovative
antibacterial treatments against multi-drug resistant gram-negative
infections.
Achaogen sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 19-10844) on April 25, 2019. In the
petition signed by CEO Blake Wise, the Debtor disclosed assets of
$91.61 million and liabilities of $119.96 million as of Jan. 31,
2019.
The case is assigned to Judge Brendan Linehan Shannon.
The Debtor tapped Hogan Lovells US LLP as its bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Meru LLC as
financial advisor; Cassel Salpeter & Co., LLC as investment banker;
and Kurtzman Carson Consultants LLC as claims, noticing and
solicitation agent.
Andrew Vara, acting U.S. trustee for Region 3, appointed a
committee of unsecured creditors on April 23, 2019. The committee
retained Akin Gump Strauss Hauer & Feld LLP and Klehr Harrison
Harvey Branzburg LLP as its legal counsel, and Province, Inc., as
its financial advisor.
ADAIR MECHANICAL: 50% Recovery for Unsecureds; Plan Confirmed
-------------------------------------------------------------
Judge Brenda T. Rhoades has ordered that the Disclosure Statement
of Adair Mechanical Services, LLC is finally approved and the Plan
of Reorganization is confirmed.
Adair Mechanical Services filed an Amended Plan of Reorganization
that proposes to treat claims as follows:
* Class 4 Claimants (Allowed Secured Claims of Ally Bank) are
impaired and shall be satisfied as follows: Debtor entered into a
series of Motor Vehicle Retail Installment Contracts with Ally
Bank. The Debtor and Ally entered into an Agreed Order whereby the
Debtor surrendered 7 of the vehicles and agreed to make payments on
the remaining two vehicles.
* Class 5 Claimant (Allowed Secured Claims of Simmons Bank) are
impaired and shall be satisfied as follows: On or about March 2,
2018 the debtor executed that certain Promissory Note in the
original principal amount of $500,000 in favor of Simmons Bank.
Bank will have an Allowed Secured Claim in the amount of $501,986
which will be paid in 120 equal monthly installments with interest
at the rate of 5% per annum commencing on the Effective Date.
* Class 6 Claimant (Allowed Secured Claims of Texas Bank) are
impaired and shall be satisfied as follows: On or about May 10,
2017, Debtor executed that certain U.S. Small Business
Administration Note with Texas Bank in the original principal
amount of $100,000 ("Note"). The Debtor shall pay the Class 6
claim in 24 equal payments with interest at the rate of 5% per
annum commencing on the Effective Date. Texas will retain its lien
on the Collateral until the Class 6 claim has been paid in full in
accordance with the terms of this Plan.
* Class 7 Claimants (Allowed Unsecured Creditors) are impaired.
All allowed unsecured creditors will share pro rata in the
unsecured creditors pool. The Debtor will make monthly payments
commencing on the Effective Date of $7,000 into the unsecured
creditors' pool. The Debtor will make distributions to the Class 7
creditors every 90 days commencing 90 days after the Effective
Date. The Debtor will make a total of 60 payments into the
unsecured creditors pool with the first payment being made on the
Effective Date. Based upon the Proof of Claims filed in the case
the Class 7 creditor should receive approximately 50% of their
Allowed Claims.
The Debtor's obligations under this Plan will be satisfied out of
the ongoing operations of the Reorganized Debtor.
A full-text copy of the Disclosure Statement dated May 27, 2020, is
available at https://tinyurl.com/yc5xw5hp from PacerMonitor.com at
no charge.
Attorney for the Debtor:
ERIC LIEPINS, P.C.
ERIC LIEPINS
12770 Coit Road
Suite 1100
Dallas, Texas 75251
Tel: (972)991-5591
Fax: (972) 991-5788
About Adair Mechanical Services
Adair Mechanical Services, Inc., is a commercial and industrial
HVAC, refrigeration, and plumbing contractor with 27 combined years
of experience working with a variety of brands and systems in the
DFW Metroplex.
Based in Argyle, Texas, Adair Mechanical Services filed a voluntary
petition for relief under Chapter 11 of the U.S. Bankruptcy
Code(Bankr. E.D. Tex. Case No. 19-41928) on July 19, 2019. The
Hon. Brenda T. Rhoades is assigned the Debtor's case. Eric A.
Liepins, Esq., at the law firm of Eric A. Liepins, P.C., is the
Debtor's counsel.
ADVANCE AUTO: Egan-Jones Lowers Senior Unsecured Ratings to BB
--------------------------------------------------------------
Egan-Jones Ratings Company, on June 5, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Advance Auto Parts Inc. to BB from BB-.
Headquartered in Raleigh, North Carolina, Advance Auto Parts, Inc.
is an automotive aftermarket parts provider that serves commercial
and do-it-yourself customers, as well as independently owned
operators.
ADVANCED GREEN: Taps Marshall Gerstein as Special Counsel
---------------------------------------------------------
Advanced Green Innovations, LLC and its affiliates received
approval from the U.S. Bankruptcy Court for the District of Arizona
to employ Marshall, Gerstein & Borun LLP as their special counsel.
Marshall Gerstein will assist Debtors in the preparation and filing
of patent applications before the U.S. Patent & Trademark Office.
The hourly rates for the firm's professionals range from $190 to
$790.
The firm does not represent interests adverse to Debtors and their
bankruptcy estates, according to court filings.
The firm can be reached through:
Robert M. Gerstein, Esq.
Marshall, Gerstein & Borun LLP
233 South Wacker Drive
6300 Willis Tower
Chicago, IL 60606-6357
Telephone: (312) 474-6601
Facsimile: (312) 474-0448
Email: rgerstein@marshallip.com
About Advanced Green Innovations
Advanced Green Innovations LLC and its subsidiaries are clean
energy companies developing and commercializing an array of green
technologies.
Advanced Green Innovations, LLC, ZHRO Power, LLC, and ZHRO
Solutions, LLC sought Chapter 11 protection (Bankr. D. Ariz. Case
No. 19-11766, 19-11768, and 19-11771) on Sept. 16, 2019.
In the petitions signed by Terry Kennon, president, Advanced Green
and ZHRO Solutions were each estimated to have up to $50,000 in
assets and $1 million to $10 million in liabilities. ZHRO Power was
estimated to have up to $50,000 in assets and $10 million to $50
million in liabilities.
The Debtors tapped Michael W. Carmel, Ltd. as their bankruptcy
counsel; and Jaburg & Wilk, P.C. and Marshall, Gerstein & Borun LLP
as their special counsels.
CH4 Power, LLC, the DIP Lender, and the ad hoc committee of
creditors are represented by Stinson LLP.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Oct. 28, 2019. The
committee is represented by Engelman Berger, P.C. as its legal
counsel.
AEMETIS INC: Board Appoints Naomi Boness as Class II Director
-------------------------------------------------------------
Aemetis, Inc.'s Board of Directors appointed Naomi L. Boness as a
Class II director to fill the vacancy on the Board, with an initial
term to continue until the Company's 2021 Annual Meeting of
Stockholders.
Dr. Boness is currently managing director of the Natural Gas
Initiative at Stanford University and is an experienced
practitioner in the energy sector, with expertise in reservoir
geophysics, environmental management, investment analysis and
strategic planning. Prior to joining Stanford University, Dr.
Boness held a variety of technical and management positions at
Chevron Corporation, most recently overseeing upstream strategy and
portfolio analysis, with particular emphasis on North America shale
gas and global LNG projects. Her current research interests are in
the role of gas in decarbonization, optimization of shale gas
developments, hydrogen in the power sector and utilization of
decision analysis for national energy decisions in developing
countries. Dr. Boness is an invited member of the United Nations
Expert Group on Resource Classification, an invited member of the
Renewable Gas Advisory Committee for the Renewable Natural Gas
Coalition and a former chair of the Society of Exploration
Geophysicists Oil and Gas Reserves Committee. Dr. Boness holds a
Ph.D. from Stanford University in Geophysics, a M.Sc. from Indiana
University and a B.Sc. from the University of Leeds.
In connection with her service as a member of the Board, Dr. Boness
is eligible, subject to the Company's director compensation policy,
to receive the Company's standard non-employee director cash and
equity compensation. Dr. Boness will receive a pro rata portion of
the $75,000 annual retainer for her service as a member of the
Board in 2020. Additionally, she will receive a fee of $250 for
each Board or committee meeting she attends telephonically and a
fee of $500 for each Board or committee meeting she attends in
person. As a new director, Dr. Boness is eligible under the
Company's director compensation policy to receive a stock option
grant to purchase 10,000 shares of the Company's common stock
pursuant to the Company's 2019 Stock Plan. The grant of the
foregoing stock option to Dr. Boness was approved by the
Governance, Nominating and Compensation Committee on June 4, 2020.
About Aemetis
Headquartered in Cupertino, California, Aemetis --
http://www.aemetis.com-- is an advanced renewable fuels and
biochemicals company focused on the acquisition, development and
commercialization of innovative technologies that replace
traditional petroleum-based products by the conversion of ethanol
and biodiesel plants into advanced biorefineries. Founded in 2006,
Aemetis owns and operates a 60 million gallon-per-year ethanol
production facility in the California Central Valley near Modesto.
Aemetis also owns and operates a 50 million gallon per year
renewable chemical and advanced fuel production facility on the
East Coast of India producing high quality distilled biodiesel and
refined glycerin for customers in India and Europe. Aemetis is
building a biogas digester, pipeline and gas cleanup project to
convert dairy waste gas into renewable natural gas, and is
developing a plant to convert waste orchard wood into cellulosic
ethanol. Aemetis holds a portfolio of patents and related
technology licenses for the production of renewable fuels and
biochemicals.
Aemetis recorded a net loss of $39.48 million for the year ended
Dec. 31, 2019, compared to a net loss of $36.29 million for the
year ended Dec. 31, 2018. As of March 31, 2020, the Company had
$103.81 million in total assets, $60.95 million in total current
liabilities, $209.55 million in total long term liabilities, and a
total stockholders' deficit of $166.69 million.
AEMETIS INC: Stockholders Pass All Proposals at Annual Meeting
--------------------------------------------------------------
At the Annual Meeting of Aemetis, Inc., held on June 4, 2020, the
stockholders:
(a) elected Lydia I. Beebe and John R. Block as directors;
(b) ratified the Amendment to the Aemetis, Inc. 2019 Stock
Plan and the Director Stock Option Grant; and
(c) ratified the appointment of RSM US LLP as the Company's
independent registered public accounting firm for the
fiscal year ending Dec. 31, 2020.
About Aemetis
Headquartered in Cupertino, California, Aemetis --
http://www.aemetis.com/-- is an advanced renewable fuels and
biochemicals company focused on the acquisition, development and
commercialization of innovative technologies that replace
traditional petroleum-based products by the conversion of ethanol
and biodiesel plants into advanced biorefineries. Founded in 2006,
Aemetis owns and operates a 60 million gallon-per-year ethanol
production facility in the California Central Valley near Modesto.
Aemetis also owns and operates a 50 million gallon per year
renewable chemical and advanced fuel production facility on the
East Coast of India producing high quality distilled biodiesel and
refined glycerin for customers in India and Europe. Aemetis is
building a biogas digester, pipeline and gas cleanup project to
convert dairy waste gas into renewable natural gas, and is
developing a plant to convert waste orchard wood into cellulosic
ethanol. Aemetis holds a portfolio of patents and related
technology licenses for the production of renewable fuels and
biochemicals.
Aemetis recorded a net loss of $39.48 million for the year ended
Dec. 31, 2019, compared to a net loss of $36.29 million for the
year ended Dec. 31, 2018. As of March 31, 2020, the Company had
$103.81 million in total assets, $60.95 million in total current
liabilities, $209.55 million in total long term liabilities, and a
total stockholders' deficit of $166.69 million.
AERO-MARINE: Seeks to Hire Maxim Commercial as Broker
-----------------------------------------------------
Joseph N. Vaughn and Theresa L. Vaughn seek approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire Maxim
Commercial Real Estate, LLC as their broker in connection with the
sale of real property located at 8231 Burnt Store Rd. in Punta
Gorda, Florida.
The Debtors entered into an exclusive listing agreement for the
sale of the Property with Maxim. Any sale would be subject to Court
approval.
Maxim's commission under the Agreement is 6 percent of the purchase
price.
Charles Thomas, agent with Maxim, attests that Maxim does not
represent or hold any interest adverse to the Debtor or to the
estate and is disinterested as required by 11 U.S.C. Sec. 327(a).
The broker can be reached through:
Charles Thomas
Maxim Commercial Real Estate, LLC
12570 Tamiami Trail
Punta Gorda, FL 33955
Tel: 941-621-2202
Fax: 941-621-2904
About Aero-Marine Technologies
Aero-Marine Technologies, Inc. --
https://www.aero-marinetechnologies.com/ -- provides total support
for waste and water system components found on Boeing, Airbus and
Embraer aircraft. Aero-Marine Technologies is a full-service
Maintenance, repair and overhaul (MRO) with a worldwide customer
base.
Aero-Marine Technologies sought bankruptcy protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07547) on
Aug. 9, 2019. The Debtor's case is jointly administered to that of
Joseph N. Vaughn and Theresa L. Vaughn.
In the petition signed by Joseph N. Vaughn, president,
Aero-Marine's assets are estimated at $500,000 to $1 million, and
its liabilities at $1 million to $10 million.
The Hon. Caryl E. Delano is the case judge.
The Debtor tapped Stitchler, Riedel, Blain & Postler, P.A. as its
legal counsel, and Skoda Minotti & Co. as its accountant.
AIR CANADA: Raises Funds to Stay Afloat During Pandemic
-------------------------------------------------------
Chris Loh, writing for Simple Flying, reports that Air Canada has
been working to raise funds to finance its operations and stay
afloat during these challenging times. Recently, the airline
increased the size of its financing deal up to C$1.4 billion –-
or US$1.02 billion.
Air Canada issued the following statement as part of a recent press
release:
"The Company will use the net proceeds from the Offerings to
supplement the Company's working capital and other general
corporate purposes. The net proceeds from the Offerings will serve
to increase Air Canada's cash position, thereby allowing for
additional flexibility both from an operational standpoint and in
the implementation of its planned mitigation and recovery measures
in response to the COVID-19 pandemic."
The money came from those eligible and willing to invest in the
company, essentially issuing debt and/or a stake.
To secure additional funds, Air Canada is issuing 30.8 million
shares at C$16.25 (US$11.80) to raise C$500.5 million (US$363
million). On top of this, the airline is issuing senior convertible
notes to raise US$650 million. These notes will mature on July 1st,
2025, with an annual interest rate of 4%. They can also be
converted into Air Canada shares at a price equivalent to US$15.35
per share.
CTV News reports that the carrier has lost more than C$1 billion
(US$700 million) in the last quarter. With the downturn in air
travel and passenger demand, the airline has had to ground the
majority of its fleet. At the same time, the airline has had to
deal with fixed costs such as aircraft leases, insurance,
maintenance, and more.
The news of financing comes just two weeks after a company memo
revealed that the airline has plans to cut roughly 20,000 jobs from
its workforce. With a total employee count surpassing 38,000, this
represents over half of the airline.
Initially, many were hoping that a workforce-reduction of this
magnitude could be avoided with support from the Canadian
government. However, despite nearly two full weeks passing, there
has not been any news on the matter. Canadian Prime Minister,
Justin Trudeau, remained vague on the topic when first asked about
the news:
"I think we all know that this pandemic has hit extremely hard on
travel industries and on the airlines particularly…That's why
we're going to keep working with airlines, including Air Canada, to
see how we can help even more than we have with the wage subsidy."
-Justin Trudeau, Prime Minister of Canada
With a three-year-recovery process anticipated for the airline, Air
Canada is trying to secure its financial position as it goes
through what CEO Calin Rovinescu calls "the darkest period ever in
commercial aviation."
About Air Canada
Air Canada is the largest provider of scheduled airline passenger
services within, and to and from Canada. Revenue in 2019 was
CAD19.1 billion. The company is headquartered in Saint-Laurent,
Quebec, Canada.
AKORN INC: Hires AlixPartners as Financial Advisor
--------------------------------------------------
Akorn, Inc., and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ
AlixPartners, LLP, as financial advisor to the Debtors.
Akorn, Inc., requires AlixPartners to:
a. assist the Debtors and its management in developing and
maintaining a short-term cash flow forecast;
b. assist the Debtors with actual-to-forecast variance
reporting, including written explanations of key
differences;
c. work with the Debtors and its team to further identify and
implement both short-term and long-term liquidity
generating initiatives;
d. provide assistance to management in connection with the
Debtors' revised business plan, and such other related
forecasts as may be required by the bank lenders or
potential acquirers of the Debtors assets in connection
with negotiations or by the Debtors for other corporate
purposes;
e. in conjunction with management and the Debtors' other
advisors, assist in communication and/or negotiation with
outside constituents, including the bank lenders and their
advisors (subject to the confidentiality obligations
described herein);
f. in conjunction with management and the Debtors' other
advisors, assist in formulating the Debtors' communication
strategy with other key stakeholders (e.g., shareholders,
customers, suppliers, regulators);
g. assist in supporting negotiations with potential acquirers
of the Debtors assets;
h. assist in supporting due diligence activities from
potential acquirers of the Debtors assets, bank lenders and
their advisors, as well as other key stakeholders;
i. assist in supporting the execution of the sale of the
Debtors' assets;
j. assist in preparing for and filing a Bankruptcy Petition,
coordinating and providing administrative support for the
proceeding and developing the Debtors' Plan of
Reorganization or other appropriate case resolution, if
necessary;
k. assist with the preparation of the statement of affairs,
schedules and other regular reports required by the
Bankruptcy Court as well as providing assistance in such
areas as testimony before the Bankruptcy Court on matters
that are within AlixPartners' areas of expertise, if
necessary;
l. manage the claims and claims reconciliation processes, if
necessary; and
m. assist with such other matters as may be requested that
fall within AlixPartners' expertise and that are mutually
agreeable.
AlixPartners will be paid a flat weekly rate of $43,500.
AlixPartners holds an advance payment retainer in the amount of
$150,000. In the 90 days prior to the Petition Date, the Debtors
paid AlixPartners a total of $2,466,660.75.
AlixPartners will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David Orlofsky, managing director of AlixPartners, LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
AlixPartners can be reached at:
David Orlofsky
ALIXPARTNERS, LLP
909 Third Avenue, Floor 30
New York, NY 10022
Tel: (212) 490-2500
Fax: (212) 490-1344
About Akorn, Inc.
Akorn, Inc. -- http://www.akorn.com/-- is a specialty
pharmaceutical company that develops, manufactures, and markets
generic and branded prescription pharmaceuticals, branded as well
as private-label over-the-counter consumer health products, and
animal health pharmaceuticals. Akorn is headquartered in Lake
Forest, Illinois, and maintains a global manufacturing presence,
with pharmaceutical manufacturing facilities located in Illinois,
New Jersey, New York, Switzerland, and India.
Akorn, Inc., based in Lake Forest, Illinois, filed a Chapter 11
petition (Bankr. D. Del. Lead Case No. 20-11177) on May 20, 2020.
In the petition signed by Joseph Bonaccorsi, authorized signatory,
the Debtor disclosed $1,032,275,000 in assets and $1,051,769,000 in
liabilities.
The Hon. John T. Dorsey oversees the case.
The Debtor tapped KIRKLAND & ELLIS LLP, KIRKLAND & ELLIS
INTERNATIONAL LLP as counsel; RICHARDS, LAYTON & FINGER, P.A., as
local counsel; ALIXPARTNERS, LLP as restructuring advisor; PJT
PARTNERS LP as investment banker; GRANT THORNTON LLP as tax
advisor; and KURTZMAN CARSON CONSULTANTS LLC as claims and noticing
agent.
AKORN INC: Hires Grant Thornton as Tax and Financial Consultant
---------------------------------------------------------------
Akorn, Inc., and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Grant
Thornton LLP, as tax, valuation, and financial reporting consultant
to the Debtors.
Akorn, Inc. requires Grant Thornton to:
a. work with management to identify jurisdictions where the
Debtors have sales tax exposure and determine where filing
obligations exist. This may include a partial or complete
nexus study or research on specific jurisdictions;
b. calculate amounts of potential tax, interest, and penalty
exposure;
c. based on the Debtors' review of potential exposure summary,
provide assistance at the direction of the Debtors, which
may include registering, back filing sales tax returns, or
applying for voluntary disclosure agreements ("VDA") in
jurisdictions chosen by Akorn;
d. research to determine the specific requirements of VDA
programs when applicable; in some cases, this may involve
oral discussions with the relevant tax authority to secure
necessary information;
e prepare a draft letter or draft online application, if
applicable for the Debtors' review, approval and
transmittal to the state seeking a VDA with each state's
VDA officer for management's signature;
f. contact tax authorities on an anonymous basis on behalf of
the Debtors, and negotiate VDA settlement agreements;
g. provide consultation regarding other matters related to
sales and use tax but which are not enumerated specifically
above; and
h. assist the Debtors with the preparation of sales and use
tax returns related to the remediation of issues reviewed
as part of this agreement.
Grant Thornton will be paid at these hourly rates:
Partner $815
Managing Director $740 to 760
Director/Senior Manager $695
Manager $610
Senior Associate $450 to $490
Associate $290 to $300
During the 90-day period prior to the Petition Date, Grant Thornton
received payments totaling $1,909,894.99 from the Debtors for
professional services performed and expenses incurred.
Grant Thornton will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Bill Fasel, managing director of Grant Thornton LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Grant Thornton can be reached at:
Bill Fasel
GRANT THORNTON LLP
171 North Clark Street
Chicago, IL 60601
Tel: (312) 602-8103
About Akorn, Inc.
Akorn, Inc. -- http://www.akorn.com/-- is a specialty
pharmaceutical company that develops, manufactures, and markets
generic and branded prescription pharmaceuticals, branded as well
as private-label over-the-counter consumer health products, and
animal health pharmaceuticals. Akorn is headquartered in Lake
Forest, Illinois, and maintains a global manufacturing presence,
with pharmaceutical manufacturing facilities located in Illinois,
New Jersey, New York, Switzerland, and India.
Akorn, Inc., based in Lake Forest, Illinois, filed a Chapter 11
petition (Bankr. D. Del. Lead Case No. 20-11177) on May 20, 2020.
In the petition signed by Joseph Bonaccorsi, authorized signatory,
the Debtor disclosed $1,032,275,000 in assets and $1,051,769,000 in
liabilities.
The Hon. John T. Dorsey oversees the case.
The Debtor tapped KIRKLAND & ELLIS LLP, KIRKLAND & ELLIS
INTERNATIONAL LLP as counsel; RICHARDS, LAYTON & FINGER, P.A., as
local counsel; ALIXPARTNERS, LLP as restructuring advisor; PJT
PARTNERS LP as investment banker; GRANT THORNTON LLP as tax
advisor; and KURTZMAN CARSON CONSULTANTS LLC as claims and noticing
agent.
AKORN INC: Hires PJT Partners as Investment Banker
--------------------------------------------------
Akorn, Inc., and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ PJT
Partners LP, as investment banker to the Debtors.
Akorn, Inc., requires PJT Partners to:
a. assist in the evaluation of the Debtors' business and
prospects;
b. assist in the development of the Debtors' long-term
business plan and related financial projections;
c. assist in the development of financial data and
presentations to the Debtors' Board of Directors, various
creditors, and other third parties;
d. analyze the Debtors' financial liquidity and evaluate
alternatives to improve such liquidity;
e. analyze various restructuring scenarios and the potential
impact of these scenarios on the recoveries of those
stakeholders impacted by the Restructuring;
f. provide strategic advice with regard to restructuring or
refinancing the Debtors' Obligations;
g. evaluate the Debtors' debt capacity and alternative capital
structures;
h. participate in negotiations among the Debtors and their
advisors and their creditors, equity holders, potential
investors, suppliers, lessors and other interested parties;
i. value securities offered by the Debtors in connection with
a Restructuring;
j. advise the Debtors and negotiate with lenders with respect
to potential waivers or amendments of various credit
facilities;
k. assist in arranging financing for the Debtors, as
requested;
l. provide expert witness testimony concerning any of the
subjects encompassed by the other investment banking
services;
m. if requested, assist the Debtors in preparing marketing
materials in conjunction with a possible Transaction;
n. assist the Debtors in identifying potential buyers or
parties in interest to a Transaction and assist in the due
diligence process;
o. assist and advise the Debtors concerning the terms,
conditions and impact of any proposed Transaction;
and
p. provide such other advisory services as are customarily
provided in connection with the analysis and negotiation of
a transaction similar to a potential Restructuring, or
Transaction, as requested and mutually agreed.
PJT Partners will be paid as follows:
a. Monthly Fee. The Debtors shall pay PJT a monthly advisory
fee (the "Monthly Fee") of $150,000 per month. 50% of all
Monthly Fees paid to PJT Partners after $900,000 in Monthly
Fees have been paid shall be credited, only once and
without duplication, against any Restructuring Fee (as
defined below) payable hereunder;
b. Capital Raising Fee. The Debtors shall pay PJT Partners a
capital raising fee (the "Capital Raising Fee") for any
financing arranged by PJT Partners, earned and payable upon
receipt of a binding commitment letter. The Capital Raising
Fee will be calculated as:
-- Senior Debt. 1.00% of the total issuance size for senior
debt financing;
-- Junior Debt. 3.00% of the total issuance size for junior
debt or preferred equity financing; and
-- Equity Financing. 5.00% of the issuance amount for equity
financing.
If financing arranged by PJT (and use of proceeds generated
from such financing) is the only Restructuring undertaken,
PJT Partners, in its sole discretion, may choose to be paid
either the Capital Raising Fee or the Restructuring Fee, but
not both.
c. Amendment Fee. To the extent an Amendment is determined to
be necessary, an amendment fee (the "Amendment Fee") in an
amount to be agreed upon among the parties, earned and
payable upon the closing of such Amendment.
d. Restructuring Fee. In accordance with the terms of the
Engagement Letter, the Debtors shall pay PJT an additional
restructuring fee (the "Restructuring Fee") equal to
$10,000,000 earned and payable upon consummation of a
Restructuring as per the Engagement Letter.
e. Transaction Fee. The Debtors shall pay PJT Partners a
transaction fee (the "Transaction Fee") payable in cash at
the closing of such Transaction directly out of the gross
proceeds of the Transaction calculated as 2% of the
Transaction Value. Upon consummation of a Transaction in
which all or substantially all of the assets of the Debtors
are sold, PJT Partners, in its sole discretion, shall be
entitled to either a Transaction Fee in respect of such
Transaction or the Restructuring Fee, but not both.
PJT Partners will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mark Buschmann, partner of PJT Partners LP, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
PJT Partners can be reached at:
Mark Buschmann
PJT PARTNERS LP
280 Park Avenue
New York, NY 10017
Tel: (212) 364-7800
About Akorn, Inc.
Akorn, Inc. -- http://www.akorn.com/-- is a specialty
pharmaceutical company that develops, manufactures, and markets
generic and branded prescription pharmaceuticals, branded as well
as private-label over-the-counter consumer health products, and
animal health pharmaceuticals. Akorn is headquartered in Lake
Forest, Illinois, and maintains a global manufacturing presence,
with pharmaceutical manufacturing facilities located in Illinois,
New Jersey, New York, Switzerland, and India.
Akorn, Inc., based in Lake Forest, Illinois, filed a Chapter 11
petition (Bankr. D. Del. Lead Case No. 20-11177) on May 20, 2020.
In the petition signed by Joseph Bonaccorsi, authorized signatory,
the Debtor disclosed $1,032,275,000 in assets and $1,051,769,000 in
liabilities.
The Hon. John T. Dorsey oversees the case.
The Debtor tapped KIRKLAND & ELLIS LLP, KIRKLAND & ELLIS
INTERNATIONAL LLP as counsel; RICHARDS, LAYTON & FINGER, P.A., as
local counsel; ALIXPARTNERS, LLP as restructuring advisor; PJT
PARTNERS LP as investment banker; GRANT THORNTON LLP as tax
advisor; and KURTZMAN CARSON CONSULTANTS LLC as claims and noticing
agent.
ALAMO GILBERT: Has Interim Nod to Use Cash Collateral Thru July 2
-----------------------------------------------------------------
Judge Daniel Collins of the U.S. Bankruptcy Court for the District
of Arizona authorized Alamo Gilbert, LLC to use its cash collateral
on an interim basis through July 2, 2020 in accordance with the
Budget.
Stearns Bank, N.A. and any other creditor concluded to have an
interest in cash collateral are granted a replacement lien and
security interest in the post-petition assets of the Debtor, to the
extent, and in the order and priority, determined by the Bankruptcy
Court after further proceedings.
A continued hearing on the Cash Collateral Motion will take place
on July 1 at 1:30 p.m.
A copy of the Interim Order is available for free at
https://is.gd/GsksJ3 from PacerMonitor.com.
About Alamo Chandler
Alamo Chandler LLC and its affiliates, based in Chandler, AZ,
sought Chapter 11 protection (Bankr. D. Ariz. Lead Case No.
20-05017) on May 13, 2020.
In the petitions signed by Craig Paschich, member of Paschich Alamo
Holdings LLC, Alamo Chandler LLC disclosed total assets of
$2,790,300, and total liabilities of $2,961,665; Alamo Gilbert LLC
listed total assets of $2,040,234 and total liabilities of
$1,732,004; and Alamo Tempe LLC disclosed total assets of
$1,023,326 and total liabilities of $836,730.
Wesley D. Ray, Esq., at Sacks Tierney P.A., serves as bankruptcy
counsel to the Debtors.
ALLIED UNIVERSAL: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Allied Universal Holdco LLC's Long-Term
Issuer Default Rating (IDR) at 'B'. The Rating Outlook is Stable.
Allied Universal's rating and Stable Outlook are supported by the
company's significant market leadership position in U.S. manned
guarding services, customer and geographic diversification and
operating performance improvements, specifically around margin
improvement. Fitch notes the rating is held in check by the
company's Fitch-calculated pro forma adjusted leverage, which
remains at the high end of its rating sensitivities due to the
company's aggressive M&A activity, which has been primarily
financed with debt. However, although Fitch expects the company to
continue to make acquisitions, it also recognizes that Allied
Universal has institutionalized the acquisition integration process
which has contributed to the overall margin improvement. In
addition, Fitch expects future acquisitions to occur at
mid-single-digit multiples which should help leverage decline over
the rating horizon when coupled with the margin improvement.
KEY RATING DRIVERS
Coronavirus Impact: Coronavirus has had minimal effect on Allied
Universal as demand for security services at healthcare providers,
state and local governments and financial institutions have more
than offset declines in other areas. The company has also been
actively redeploying resources whenever possible. Overall,
management is seeing continued organic revenue growth although at a
modestly slower pace than expected. In April 2020, the company
announced an effort to hire more than 30,000 security professionals
and administrative staff nationwide.
Leading Market Position: Allied Universal is the largest U.S.
manned guarding service provider with a 30% market share, up from
20% in 2018 driven primarily by acquisitions and also organic
growth. The next five largest competitors have a combined 29%
market share. Fitch notes that while the U.S. private security
industry is highly fragmented, the top six companies are estimated
to have a 59% market share with the remaining share spread among
more than 7,000 firms. Less than 20 additional participants
generate more than $100 million each in annual revenues. Although
Allied Universal is also the world's third largest security
provider, the company has not articulated specific plans to expand
beyond North America outside of M&A targets that already have
international exposure.
Diversification: Allied Universal services a variety of blue-chip
clients including 315 of the Fortune 500. The company is also
diversified geographically across the U.S. with none of its seven
regions making up more than 20% of revenues. In addition to
minimizing exposure to regional economic downturns, this geographic
diversification increases the company's appeal to a national client
base, including federal government institutions. National clients
represent approximately 23% of total pro forma revenues and
maintain a 98% retention rate.
The company's top 10 clients provided less than 10% of FYE Dec. 31,
2019 revenues, with no single customer generating more than 2%. The
company is also well diversified by end market, with commercial
real estate, the largest end market, making up only 11% of total
revenues, followed by retail and malls at 9% and government
entities at 8%.
Operating Performance Improvement: Allied Universal has grown both
organically and inorganically over the past 10 years while
simultaneously improving margins. Annual organic growth has ranged
from 3% to 7% driven by rate increases and new client wins. The
company has also made a significant number of acquisitions for
mid-single-digit post-synergy multiples. The company has largely
institutionalized its integration efforts, resulting in more
efficient synergy realization and helping drive overall margin
improvement.
Further margin improvement has been driven by Allied Universal's
largely completed cost reduction efforts following its creation
with the 2016 merger of AlliedBarton Security Services and
Universal Services of America. To that end, the company has met
Fitch's reduced expectations for cost savings and Fitch has
adjusted its expectations accordingly.
High Leverage: Allied Universal has primarily used debt to finance
its ongoing M&A activity. Fitch-defined pro forma total leverage
(total debt with equity credit/operating EBITDA) on Dec. 31, 2019
was 7.0x. Pro forma adjustments included: 1) annualized operating
results and related synergies for nine acquisitions completed in
2019; 2) a portion of remaining expected corporate cost containment
efforts; and 3) a February 2020 tack-on to existing senior secured
notes, the proceeds of which were used to repay ABL outstanding and
for general corporate purposes. Fitch expects the company to
continue to focus on small, tuck-in acquisitions as part of its
efforts to consolidate this highly fragmented industry.
Recession Resistant Industry: The security services industry is
considered relatively recession resistant given the critical and
non-discretionary importance of asset protection, with revenue
growth generally lagging GDP. The industry experienced growth rates
of 9% in 2008, 2% in 2009 and -1% in 2010, returning to low single
digit growth in 2011. Fitch believes the biggest risk during a
recession is lost business resulting from a client going out of
business more so than a client cutting back on contracted services.
Fitch notes recessions can also have positive effects on costs as
rising unemployment can reduce or eliminate upward pressure on
wages and may help to lower wages, while potentially reducing
employee turnover and recruiting, training and unbilled overtime
costs.
Operating Concerns: The highly fragmented industry structure
typically results in significant contract pricing pressure,
although the expected 2020 recession should offset these pressures
somewhat. Although employee costs had been increasing over the last
few years due to low unemployment and mandated minimum wage growth
in several states, the company had been successfully passing those
costs on to clients. Margins can be negatively affected if
companies are unable to fully pass along these rising costs given
the industry's competitive nature and contract timing. Security
company pay rates generally exceed the minimum wage given their
focus on hiring and retaining qualified security personnel.
Additional cost concerns involve mandatory paid leave in some
states, unionization and higher unemployment and other taxes, most
of which may not be able to be passed on to clients.
M&A Risk: There are few remaining U.S. acquisitions of sufficient
size, which may drive up multiples as the remaining large security
service providers look to M&A to supplement organic growth.
Electronic security is growing faster than manned security as
companies look for security system development and integration,
video and alarm surveillance and data analytics and protection.
Although Allied Universal has grown its offerings of ancillary
products both organically and inorganically, further acquisitions
in these sub-segments may have increased integration risks if they
involve new or unproven technologies and/or are not readily
accepted by clients.
Future acquisitions are expected to focus on broadening the
company's electronic security offerings and also on expanding
exposure to new or existing markets and verticals through tuck-in
acquisitions of manned security companies with specific market
focuses. Since 2007, the company has completed more than 65
acquisitions for total consideration of approximately $2.6 billion,
representing an average mid-single-digit post-synergy multiple, in
line with industry averages. In 2019, the company closed nine
acquisitions for total consideration of approximately $800 million,
representing an average post-synergy multiple of 7.3x. However,
excluding the acquisition of SOS Security, which had significantly
higher gross margins from its executive protection services,
multiples were in line with historical mid-single-digit levels.
DERIVATION SUMMARY
Allied Universal's ratings consider the company's position as the
largest U.S. security service provider, their national coverage,
which affords the company access to larger security contracts not
generally available to smaller competitors, and their geographic
and customer diversification. In addition, the industry is
relatively recession resistant as exhibited with its overall
performance during the Great Recession. However, the ratings are
constrained by the company's high leverage from its debt-financed
M&A activity. Although the company is significantly larger than
both Garda World Security Corporation (B+/Stable) and The Brink's
Corporation (BB+/Stable), it has less product diversification,
lower EBITDA margins and higher leverage.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Revenue growth in the low teens in 2020 driven by full year
of 2019 acquisitions followed by low single-digit annual
growth thereafter;
- Margin improvement driven by acquisition synergies and costs
reduction efforts expected to be realized by 2020 (Fitch
assumes realization of 90% of remaining cost reduction
efforts);
- Annual FCF exceeds $300 million by 2023;
- Between $150 million and $200 million of acquisitions
annually funded with FCF;
- Debt reduced by more than $200 million by 2023 through
required amortization and excess cash flow recapture and
optional prepayments;
- Fitch-calculated pro forma leverage falls to 5.2x by 2023
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes Allied Universal would be reorganized
as a going-concern in bankruptcy rather than liquidated.
Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
Allied Universal's GC EBITDA assumption includes pro forma
adjustments for cash flows from nine acquisitions completed in
fiscal 2019 as well as a portion of ongoing cost containment
efforts by the company.
The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation.
Outstanding debt at bankruptcy is based on the following:
The company issued a $540 million tack-on to existing senior
secured notes in February 2020, a portion of which was used to
repay ABL outstanding at Dec. 31, 2019 of $405 million.
Fitch typically assumes ABL facilities are 75% drawn at bankruptcy
due to the deterioration of the underlying accounts receivables
base prior to the bankruptcy filing. Although Allied Universal's
ABL revolver is secured by a first-lien on all working capital
assets and a second-lien on remaining assets, availability is
governed by a borrowing base of a percentage of eligible
receivables.
Fitch typically assumes revolvers are fully drawn when companies
are under duress.
Fitch's recovery analysis contemplates insolvency resulting from a
significant loss of contracts from increased competitive pressure
due to a breakdown in the industry's oligopolistic structure. Under
this scenario, one of the other large competitors becomes
aggressive regarding pricing leading to a 15% drop in revenues.
Based on an EBITDA margin of 8.2%, Fitch-calculated EBITDA would
fall to $585 million.
An EV multiple of 7x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered the following factors:
According to industry information, most of the large transactions
announced over the past 15 years have indicated average purchase
price values in the 8x-9x EBITDA range while smaller acquisitions
tend to have mid- to high single digit multiples.
Wendel acquired AlliedBarton for approximately 12x EBITDA; Allied
Universal acquired USSA for approximately 11x; and CDPQ recent
investment in Allied Universal was made at approximately 11x.
Given that the pure-play contract manned security industry is
comprised of private companies, there are no public multiples
available.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch-calculated pro forma total leverage (total debt with
equity credit/operating EBITDA) declines below 6.0x.
-- FFO Leverage declines below 6.25x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- FCF margin remains below 2% for an extended time.
-- Fitch-calculated pro forma total leverage exceeds 7.0x driven
by operational issues; debt funded M&A; or dividends without a
credible plan to deliver.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: On Dec. 31, 2019, liquidity consisted of $59
million in readily available cash, full pro forma availability
under its $750 million ABL facility maturing July 12, 2024, and
full availability under its $300 million revolver maturing July 12,
2024. The pro forma ABL availability includes the repayment of $405
million ABL outstanding at Dec. 31, 2019 using proceeds from the
February 2020 issuance of a $540 million tack-on to the company's
existing senior secured notes. It also excludes $500 million drawn
early in the pandemic in an abundance of caution, with proceeds
bolstering current cash balances.
SUMMARY OF FINANCIAL ADJUSTMENTS
Adjustments to EBITDA for one-time expenses and expected cost
synergies from the 2016 merger of AlliedBarton and Universal and
one-time expenses and cost synergies from recent acquisitions.
ESG CONSIDERATIONS
The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).
ALPHA ENTERTAINMENT: Fox & Disney Reportedly Inquired About XFL
---------------------------------------------------------------
Mark Perry, writing for XFL News Hub, reports that FOX and Disney
have reportedly shown interest in XFL.
"I know that media companies have made inquiries on the possibility
of purchasing the XFL. I do know that both FOX and Disney have
inquired. What I do not know is whether or not they are part of the
20 potential bidders and companies now that are in on the potential
auction process. But I do know that FOX and Disney have shown
interest in purchasing the XFL," XFL insider Mike Mitchell told XFL
News Hub.
"The ramifications of a FOX/Disney purchase of the XFL would not
only bring excitement back to the XFL players, coaches, staff, and
fans. But the idea that a hugely successful media company owning
their own sports league could send shockwaves throughout the
supporting world.
According to court filings, over 20 interested parties have
inquired details about the XFL and have signed NDA's
(Non-Disclosure-Agreements).
About Alpha Entertainment
Alpha Entertainment LLC, which does business as the "Xtreme
Football League" -- https://www.alphaentllc.com/ -- is a
professional American football league. The XFL kicked off with
games beginning in February 2020. The XFL offered fast-paced,
three-hour games with fewer play stoppages and simpler rules. The
XFL featured eight teams, 46-man active rosters, and a 10-week
regular season schedule, with a postseason consisting of two
semifinal playoff games and a championship game. The eight XFL
teams were the DC Defenders, the Dallas Renegades, the Houston
Roughnecks, the Los Angeles Wildcats, the New York Guardians, the
St. Louis BattleHawks, the Seattle Dragons, and the Tampa Bay
Vipers.
Alpha Entertainment, based in Stamford, CT, filed a Chapter 11
petition (Bankr. D. Del. Case No. 20-10940) on April 13, 2020. The
Hon. Laurie Selber Silverstein oversees the case. In its petition,
the Debtor was estimated to have $10 million to $50 million in both
assets and liabilities. The petition was signed by John Brecker,
independent manager.
The Debtor hired Young Conaway Stargatt & Taylor, LLP as counsel.
Donlin Recano & Company, Inc., is the claims agent and
administrative advisor.
AMERICAN AIRLINES: Fitch Rates Special Facility Revenue Bonds BB-
-----------------------------------------------------------------
Fitch Ratings has assigned ratings of 'BB-'/'RR2' to a series of
special facility revenue bonds guaranteed by American Airlines
Group Inc. and American Airlines, Inc. The bonds are part of a
series of revenue bonds issued in 2016 with various maturities
through 2031. The bonds are issued by the New York Transportation
Development Corporation and guaranteed by American. The proceeds
will be used to refinance an upcoming maturity and to fund ongoing
construction. The ratings are in line with Fitch's existing ratings
on American's currently outstanding JFK revenue bonds. Fitch
currently rates American at 'B'/Rating Watch Negative. The bonds
are assigned to American Airlines Inc., but are guaranteed by both
American Airlines, Inc. and American Airlines Group, Inc.
Separately, Fitch has updated its recovery analysis to reflect new
debt that either has been issued or is likely to be issued through
the remainder of this year to maintain sufficient liquidity as the
airline works through the coronavirus downturn. The issuance of new
secured debt reduces its estimated recovery prospects for
American's secured creditors driving the ratings downgrade to
'BB-'/'RR2' from 'BB'/'RR1' for American's outstanding secured
debt, and further dilutes the unsecured bond's position, driving
the unsecured recovery rating to 'CCC+'/'RR6' from 'B-'/'RR5'.
Fitch's actions on American's existing secured and unsecured debt
are separate from the issuance of its proposed JFK revenue bonds.
KEY RATING DRIVERS
JFK Bonds: The JFK bonds are secured by a mortgage on American's
leasehold interest in Terminal 8 at New York's JFK Airport. The
'RR2' rating on the JFK bonds and Fitch's decision to equalize the
revenue bonds ratings with American's other secured debt reflects
the strategic importance of American's position at JFK. The airport
acts as a key international gateway for American. JFK is a
slot-controlled airport; slots, gates and terminal space are highly
sought after by airlines looking to maintain a presence in the key
New York market. As such, Fitch believes that American would have a
material incentive to affirm its lease at JFK in the event that it
was to enter bankruptcy as it did during its 2011 bankruptcy
proceedings.
If American were to miss payments under its lease with the Port
Authority of New York and New Jersey, subject to the satisfaction
of certain conditions, the bondholders have the right to foreclose
and to find a successor lessee. The bonds benefit from certain
cross-default features with American's lease with the Port
Authority of New York and New Jersey. Given the desirability of JFK
for any airline looking to expand its presence in New York, there
is a high likelihood that a new tenant could be found and that the
bondholders could receive material recovery value. Note that Fitch
views this as an unlikely scenario and that the actual recovery
value is difficult to estimate given the nature of the asset and
the potential costs involved with foreclosing and re-leasing the
terminal space.
Recovery Analysis: Separate from the issuance of the proposed
industrial revenue bonds, Fitch has also reviewed its recovery
analysis for American. Fitch's recovery analysis assumes that
American would be reorganized as a going concern in bankruptcy
rather than liquidated. Fitch has assumed a 10% administrative
claim. The going concern (GC) EBITDA estimate reflects Fitch's view
of a sustainable, post-reorganization EBITDA level upon which Fitch
bases the enterprise valuation. Fitch uses a GC EBITDA estimate of
$5.5 billion and a 5.5x multiple generating an estimated GC
enterprise value (EV) of $27 billion after an estimated 10% in
administrative claims. Fitch views its GC EBITDA assumption as
conservative as it remains below levels generated in 2014, the
first year after the company last exited bankruptcy, but it
incorporates potential structural changes to the industry driven by
coronavirus. These assumptions lead to an estimated recovery for
senior secured positions in the 71%-90% (RR2) range and poor
recovery prospects (RR6) for unsecured positions.
Corporate Rating:
Fitch expects that the company will have sufficient liquidity and
access to capital to manage through the year; however, significant
additional borrowing and the likelihood of a slow recovery make it
likely that the company's credit metrics will remain well outside
of its pre-coronavirus expectations at least through 2021 or 2022.
The company also has material debt payments this year and next,
making a rebound in demand and continued access to capital markets
essential.
Cash burn through year-end will be substantial. Near-term liquidity
is supported by government grant money, debt issuances that have
already been completed, and significant cost cutting measures.
Fitch believes that American has remaining ability to raise
additional funds, including government loans under the CARES Act,
subordinate tranches on existing EETC transactions, and the
potential to engage in forward sales of miles to credit card
partners. Disruptions to the credit markets, or unexpected problems
in obtaining government loans could quickly cause financial
flexibility to deteriorate, which drives the Negative Rating
Watch.
DERIVATION SUMMARY
American is rated lower than its major network competitors, Delta
and United primarily due to the company's more aggressive financial
policies. American's debt balance has increased substantially since
its exit from bankruptcy and merger with US Airways in 2013 as it
has spent heavily on fleet renewal and share repurchases. As such,
American's adjusted leverage metrics are at the high end of its
peer group.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Adjusted debt/EBITDAR sustained below 4.3x;
-- FFO fixed-charge coverage sustained around 2.5x;
-- FCF generation above Fitch's base case expectations.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Adjusted debt/EBITDAR sustained above 6x;
-- Failure to obtain government grants and/or sufficient outside
funds to maintain liquidity;
-- Evidence of trouble refinancing pending debt maturities;
-- EBIT margins failing to return to mid to high single digits.
LIQUIDITY AND DEBT STRUCTURE
At March 31, 2020, American had $6.8 billion in total available
liquidity, consisting of $3.6 billion in unrestricted cash and
short-term investments and $3.2 billion in undrawn capacity under
its revolving credit facilities, of which American borrowed $2.7
billion in April 2020.
During the first quarter of 2020, American completed the following
financing transactions:
Refinanced the $1.2 billion 2014 Term Loan Facility at a lower
interest rate and extended the maturity from 2021 to 2027;
Raised $1.0 billion from a 364-day senior secured delayed draw
term loan credit facility;
Raised $280 million from aircraft sale-leaseback transactions;
and
Raised $197 million from aircraft financings, of which $17
million was used to repay existing indebtedness.
American Airlines Group and its subsidiaries were approved to
receive an aggregate of $5.8 billion in financial assistance to be
paid in installments through the payroll support program (Payroll
Support Program) under the CARES Act of which it received an
initial disbursement of $2.9 billion in April 2020 (representing
50% of the current expected total). American and its regional
affiliates currently anticipate receiving three additional
installments from May to July 2020.
ESG CONSIDERATIONS
The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).
AMERICAN BERBER: Jezierski Buying 2007 Dodge Sprinter Van for $10K
------------------------------------------------------------------
American Berber, Inc., and Howard Johnson ask the U.S. Bankruptcy
Court for the Northern District of Georgia to authorize the sale of
Mr. Johnson's 2007 Dodge Sprinter Van with 95,000 miles, VIN
VDOPE84587516855, to Sadie Jezierski for $10,000.
Mr. Johnson is an individual who owns the Vehicle. The Buyer has
made an offer to purchase the Vehicle. The Buyer is prepared to
close by May 27, 2020.
Mr. Johnson has spent considerable time and effort marketing the
Vehicle to various potential buyers within its field. He believes
that the transaction represents the highest and best offer
available and that the Purchase Price represents the true value of
the Vehicle. There are no security interests, liens, claims,
encumbrances, or other interests in the Vehicle.
Mr. Johnson desires to use the Sales Proceeds to make a capital
contribution to Debtor American Berber.
The Debtor asks authority to sell the Vehicle for the Purchase
Price and disburse the Sales Proceeds. He asks that: (a) the Court
waives any stay pursuant to Bankruptcy Rule 6004 or otherwise; and
(b) any order approving the sale of the Vehicle and capital
contribution be effective immediately upon entry of any order
approving the sale of the Vehicle.
Mr. Johnson's use of the Sales Proceeds as a capital contribution
to American Berber will sustain the value of both bankruptcy
estates as Mr. Johnson's primary asset is majority, if not 100%,
ownership of American Berber. The infusion of cash will ensure
that Debtor American Berber is able to survive the impact of
Covid-19.
Mr. Johnson asks the Court to waive the stay of the Order pursuant
to Bankruptcy Rule 6004(h) or any rule of similar import and making
the Order effective upon its entry.
About American Berber Inc.
American Berber, Inc., a manufacturer of carpets and rugs in
Calhoun, Ga., sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 19-41154) on May 16, 2019. At the
time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million. The case is
assigned to Judge Barbara Ellis-Monro. Jones & Walden, LLC, is the
Debtor's bankruptcy counsel.
AMLAK FINANCE: Fails to Complete Its Debt Restructuring Agreement
-----------------------------------------------------------------
Reuters reports that the Dubai-based real estate finance company
Amlak Finance failed to execute its debt-restructuring agreement.
On May 26, 2020, Amlak announced that it failed to carry out the
agreement because one of the creditors refused to sign it.
The economic downturn caused by the coronavirus pandemic has
further weakened Dubai's property market, already sluggish for most
of the past decade.
According to Amlak, it had previously obtained the approval of all
the company's creditors for the debt restructuring and had been
working to get them to sign an agreement.
"While 26 of the company's financiers have signed the said
agreement, in return, one financier has abstained to sign it.
Accordingly, the agreement cannot be executed," the company said in
a bourse filing.
Amlak Finance will present the restructuring agreement to its
shareholders at the company's upcoming general assembly meeting for
their consideration, it said.
About Amlak Finance PJSC
Dubai, U.A.E.-based Amlak Finance PJSC (DFM:AMLAK) ---
http://www.amlakfinance.com/--- provides financial solutions in
accordance to the Islamic Sharia principals. The Company is
primarily engaged in financing and investment activities, such as
Ijara, Murabaha, Mudaraba and Musharaka. Its products and services
include a range of tailor-made short, long and medium-term
financial solutions, such as Home Finance, Amlak Bonus
Re-financing, Amlak Bayti – Home Building Finance and Amlak
Buy-To-Rent services. The Company has three wholly owned
subsidiaries, Amlak Finance & Real Estate Investment SAE, Egypt;
Amlak International LLC - Dubai, United Arab Emirates, and Amlak
Holding FZCo, United Arab Emirates. It also operates three wholly
owned special purpose vehicles based in the United Arab Emirates,
namely Park Investment LLC, Tasabeeh Investment LLC and Waraqaa
Heights LLC. On November 24, 2008, Amlak Finance PJSC and Tamweel
PJSC announced that the two companies will merge to create the UAE
Real Estate Bank.
ANNAGEN LLC: Hires Thomas Thomas & Hafer as Special Counsel
-----------------------------------------------------------
Annagen, LLC, t/a Netrepid, seeks authority from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to employ
Thomas, Thomas, & Hafer, LLC, as its special counsel.
Joshua J. Bovender, Esq. and Thomas, Thomas, & Hafer, LLC will
represent the Debtor in relation to pending civil action filed in
the Cumberland County Court of Common Pleas, docket number
2019-01463, styled as Gibraltar IT LLC et al. vs. Annagen LLC d/b/a
Netrepid.
The firm's customary hourly rates are:
Partners $450
Associates $250
Paralegals and staff $150
The firm has received an initial retainer of $8,000 for the
preparation, counseling, research, and work performed prior to the
entry of appearance for the aforementioned civil proceeding.
Mr. Bovender assures the court that he has no interest adverse to
the Debtor or its estate in the matters upon which he is to be
engaged and is disinterested.
The firm can be reached through:
Joshua J. Bovender, Esq.
Thomas, Thomas, & Hafer, LLC
305 North Front Street
Harrisburg, PA 17101
Tel: 717-237-7100
About Annagen, LLC, t/a Netrepid
Annagen, LLC ta Netrepid -- https://www.netrepid.com/ -- is a
privately held corporation that provides colocation, infrastructure
and application hosting services that work side by side with a
large variety of industries including healthcare, financial,
education, transportation and government to accelerate their
technology evolution from the ground to the cloud. Netrepid is a
Pennsylvania based business that operates a Data Center in
Harrisburg, PA.
Annagen, LLC, t/a Netrepid, based in Harrisburg, PA, filed a
Chapter 11 petition (Bankr. M.D. Pa. Case No. 19-03631) on Aug. 27,
2019. In the petition signed by Samuel D. Coyl, president, the
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities. The Hon. Henry W. Van Eck oversees the
case. Purcell, Krug & Haller serves as bankruptcy counsel.
ANWORTH MORTGAGE: Egan-Jones Cuts Senior Unsecured Ratings to CCC
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 1, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Anworth Mortgage Asset Corporation to CCC from CCC+.
Headquartered in Santa Monica, California, Anworth Mortgage Asset
Corporation invests in agency mortgage assets, including mortgage
pass-through certificates, collateralized mortgage obligations, and
other real estate securities.
APACHE CORP: Egan-Jones Lowers Sr. Unsecured Debt Ratings to B+
---------------------------------------------------------------
Egan-Jones Ratings Company, on June 2, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Apache Corporation to B+ from BB-.
Headquartered in Houston, Texas, Apache Corporation is an
independent energy company.
APEX ENERGY: Plan & Disclosure Hearing Continued to June 23
-----------------------------------------------------------
Judge Benjamin P. Hursh has entered an order within which the final
hearing on approval of the Second Amended Disclosure Statement and
confirmation of Second Amended Plan of Reorganization of Debtor
Apex Energy, LLC scheduled for May 26, 2020, is continued to and
shall instead be held June 23, 2020, at 09:00 a.m. in the Ella
Knowles Courtroom, 4th Floor Room 4805, James F. Battin United
States Courthouse, 2601 2nd Avenue North, Billings, Montana.
A copy of the order dated May 19, 2020, is available at
https://tinyurl.com/yd5ory6k from PacerMonitor at no charge.
About Apex Energy
The Apex Energy, LLC, is a Montana limited liability company,
organized in 2017 when it purchased oil producing properties from
Ronald and Margaret Sannes. Since Feb. 23, 2017, it has been in
the business of producing and selling crude oil from properties in
Richland and Dawson Counties, Montana.
In July,2019, Regency Energy Services, the work-over company
engaged by the Debtor, and which claimed a debt of approximately
$350,000, filed an involuntary bankruptcy against the Debtor. In
September, 2019, the Debtor consented to the relief sought by
Regency and converted the case to one under chapter 11
The Chapter 11 case is In re Apex Energy, LLC (Bankr. D. Mont. Case
No. 19-60676).
The Debtor is represented by counsel, JA Patten.
ARCHDIOCESE OF NEW ORLEANS: TMI Appointed as New Committee Member
-----------------------------------------------------------------
David Asbach, acting U.S. trustee for Region 5, on June 10, 2020,
appointed TMI Trust Company as new member of the official committee
of unsecured creditors in the Chapter 11 case of the Roman Catholic
Church of the Archdiocese of New Orleans.
TMI serves as successor trustee for Louisiana Public Facilities
Authority Revenue Refunding Bonds (Archdiocese of New Orleans
Project) Series 2017.
TMI can be reached through:
Kevin M. Dobrava
1100 Abernathy Road, Suite 480
Atlanta, GA 30328
Phone: 678-221-5934
dobrava@tmico.com
Meanwhile, Hancock Whitney Bank is no longer a member of the
committee, according to court filings.
About the Archdiocese of New Orleans
The Roman Catholic Church of the Archdiocese of New Orleans --
https://www.nolacatholic.org/ -- is a non-profit religious
corporation incorporated under the laws of the State of Louisiana.
Created as a diocese in 1793, and established as an archdiocese in
1850, the Archdiocese of New Orleans has educated hundreds of
thousands in its schools, provided religious services to its
churches and provided charitable assistance to individuals in need,
including those affected by hurricanes, floods, natural disasters,
war, civil unrest, plagues, epidemics, and illness. Currently, the
Archdiocese's geographic footprint occupies over 4,200 square Miles
in southeast Louisiana and includes eight civil parishes --
Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St.
John the Baptist, St. Tammany, and Washington.
The Roman Catholic Church for the Archdiocese of New Orleans sought
Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1,
2020.
The Archdiocese was estimated to have $100 million to $500 million
in assets and liabilities as of the bankruptcy filing.
The Hon. Meredith S. Grabill is the case judge.
Jones Walker LLP, led by Mark A. Mintz, R. Patrick Vance, Elizabeth
J. Futrell, and Laura F. Ashley, serves as counsel to the Debtor.
Donlin, Recano & Company, Inc., is the claims agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors in Debtor's bankruptcy case on May 20, 2020.
ASHFORD HOSPITALITY: Egan-Jones Lowers Sr. Unsecured Ratings to C
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 4, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Ashford Hospitality Trust to C from B.
Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc.
operates as a self-advised real estate investment trust focusing on
the lodging industry.
AVIANCA HOLDINGS: Gets Approval to Hire Milbank as Legal Counsel
----------------------------------------------------------------
Avianca Holdings S.A. and its affiliates received approval from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Milbank LLP as their legal counsel.
Milbank will render the following services to Debtors:
(a) advise Debtors of their rights, powers and duties in the
operation of their business and the management of their
properties;
(b) give advice in connection with a restructuring of their
financial obligations;
(c) advise Debtors on the conduct of their bankruptcy cases,
including the legal and administrative requirements of operating in
chapter 11;
(d) take all necessary actions to protect and preserve
Debtors' estates, including defense of any actions commenced
against Debtors, resolution of disputes in which they are involved,
and objecting to claims;
(e) prepare legal papers and take all necessary actions in
connection with statutory bankruptcy issues, strategic
transactions, asset sale transactions, real estate, intellectual
property, employee benefits, business and commercial litigation,
regulatory, corporate and tax matters, and the prosecution and
settlement of claims;
(f) advise Debtors in connection with a possible sale of
Debtors' assets and similar or related transactions;
(g) represent Debtors in connection with obtaining authority
to continue using cash collateral and post-petition financing;
(h) advise Debtors concerning the assumption, assignment and
rejection of executory contracts and unexpired leases;
(i) appear before the bankruptcy court and any appellate
courts;
(j) advise Debtors regarding tax matters; and
(k) take all necessary or appropriate actions as may be
required in connection with the administration of Debtors' estates,
including with respect to a Chapter 11 plan and related disclosure
statement.
The standard hourly rates for Milbank's attorneys and legal
assistants are as follows:
Partners $1,215 – $1,615
Counsel $1,175 – 1,380
Associates $475 – 1,045
Legal Assistants $240 – 385
In the one-year period prior to the petition date, Milbank received
payments from Debtors totaling $8,937,711.60. The retainer fee is
$1 million.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Evan
Fleck, Esq., at Milbank, made the following disclosures:
1. Milbank did not agree to a variation of its standard or
customary billing arrangements in connection with its employment
with Debtors.
2. No professional at the firm varied his rate based on the
geographic location of Debtors' bankruptcy cases.
3. Milbank represented Debtors in the 12 months prior to their
bankruptcy filing. The billing rates and material financial terms
in connection with such representation have not changed
post-petition other than due to annual and customary firm-wide
adjustments to Milbank's hourly rates in the ordinary course of its
business.
4. Debtors and Milbank intend to develop a prospective budget
and staffing plan in a reasonable effort to comply with the U.S.
Trustee's requests for information and additional disclosures.
Consistent with the U.S. Trustee Guidelines, the budget may be
amended as necessary to reflect changed or unanticipated
developments.
Mr. Fleck disclosed in court filings that the firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Evan R. Fleck, Esq.
Milbank LLP
55 Hudson Yards
New York, NY 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
Email: efleck@milbank.com
About Avianca
Avianca -- https://aviancaholdings.com/ -- is the commercial brand
for the collection of passenger airlines and cargo airlines under
the umbrella company Avianca Holdings S.A. Avianca has been flying
uninterrupted for 100 years. With a fleet of 158 aircraft, Avianca
serves 76 destinations in 27 countries within the Americas and
Europe.
Avianca Holdings S.A. and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No.
20-11133) on May 10, 2020. At the time of the filing, Debtors
disclosed $7,273,900,000 in assets and $7,268,700,000 in
liabilities.
Judge Martin Glenn oversees the cases.
Debtors tapped Milbank LLP as general bankruptcy counsel; Urdaneta,
Velez, Pearl & Abdallah Abogados and Gomez-Pinzon Abogados S.A.S.
as restructuring counsel; Smith Gambrell and Russell, LLP as
aviation counsel; Seabury Securities LLC as financial restructuring
advisor and investment banker; FTI Consulting, Inc. as financial
restructuring advisor; and Kurtzman Carson Consultants LLC as
claims and noticing agent.
The U.S. Trustee for Region 2 appointed a committee of unsecured
creditors in Debtor's bankruptcy cases on May 22, 2020.
AVIANCA HOLDINGS: To Compete as Smaller Airline After Chapter 11
----------------------------------------------------------------
Robert Jameson, writing for Bloomberg Law, reports that Avianca
Holdings SA, forced into bankruptcy because of the COVID-19
pandemic, will compete with low-cost airline companies in Latin
America once it emerges from Chapter 11.
The company will its fleet and will streamline its business during
the reorganization process, said CEO Adrian Neuhauser in a radio
interview with Pauta Bloomberg in Chile on May 28, 2020.
"During this process we are going to restructure our obligations,
our debt and we are going to come out as a smaller, more nimble
company," Neuhauser said.
Airlines in Latin America have been hit particularly hard by the
coronavirus pandemic as governments across the region banned
travel, forcing carriers to ground planes. Avianca and its
competitor Latam Airlines Group SA filed for Chapter 11 in New York
this month, becoming the most prominent of the more than dozen
airlines globally to file for bankruptcy during the crisis.
But even before the pandemic, low-cost carriers like Viva Air
Group, Wingo and JetSmart Airlines SpA were gaining market share in
the region, particularly on short-haul domestic flights. Avianca
plans to reduce its cost structure during the bankruptcy process,
Neuhauser said.
"We're going to defend ourselves from this" competition, he said.
"We're working to make sure that we can lower our costs as much as
possible to offer prices that are more and more competitive."
Avianca remains in negotiations with the Colombian government for
financing to help it keep operating during the bankruptcy process,
after the travel bans are lifted, Neuhauser said. Air travel is
vital to the country of nearly 50 million, which is split by Andes
mountain ranges and plagued by a poor system of highways that makes
travel by road difficult.
"It's a country that has long relied on airlines," Neuhauser said.
"The government has recognized from the beginning of this that we
are essential and they're looking to help us."
A spokeswoman for the Finance Ministry said talks are ongoing.
Air travel in Latin America has been reduced by about 93% as
countries extended travel restrictions, including some of the
strictest bans in the world in the cases of Argentina and Colombia.
Yet, governments have so far failed to provide the type of
financial support to the industry that airlines in the U.S. and
Europe have received.
Globally, about $123 billion in aid has been promised since the
pandemic began, with governments in Latin American pledging the
least of any region, according to a report from the International
Air Transport Association. However, conversations with various
governments are underway, Peter Cerda, the association’s regional
vice president for the Americas, said in a press briefing on May
28, 2020.
"We need governments to step up to the plate and provide
financing," he said, adding that the region is likely to see more
Chapter 11 restructurings or airlines ceasing operations as the
travel shut downs continue.
Even after the bans are lifted, the industry is likely to suffer
lasting consequences as passengers fly less for pleasure and
companies cut back on business trips, Neuhauser said. By the end of
2021, he expects demand to be about 20% lower than it was at the
end of 2019.
"The industry is going to be structurally smaller," he said.
About Avianca Holdings SA
Avianca is a commercial brand for a collection of passenger
airlines and cargo airlines under the umbrella company Avianca
Holdings S.A. Avianca has a fleet of 158 aircraft, serving 76
destinations in 27 countries within the Americas and Europe.
Avianca reported a net loss of US$893.99 million for the year ended
Dec. 31, 2019, compared to net profit of US$1.14 million the year
ended Dec. 31, 2018.
KPMG S.A.S., in Bogota, Colombia, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated April
26, 2019, on the Company's consolidated financial statements for
the year ended Dec. 31, 2018, citing that the controlling
shareholder of the Company obtained a loan and pledged its shares
in Avianca Holdings S.A. as security for this loan agreement (the
loan agreement), which requires compliance with certain covenants
by the controlling shareholder, including compliance with the
Company financial ratios. Breach of these covenants provides the
lender the right to enforce the security, leading to a change of
control over the Company. A change of control over the Company
would breach covenants included in some loan and financing,
aircraft rental, and other agreements of the Company, which in turn
could trigger early termination or cancellation of these
contracts.
On April 10, 2019, the Company was informed by the controlling
shareholder and its lender, that there was a non-compliance with
covenants established in the controlling shareholder's loan
agreement, and no waiver was in place; thus, there is a potential
risk of change of control. The auditors said this circumstance
raises a substantial doubt about the Company's ability to continue
as a going concern.
BALTIMORE 24 INVESTORS: Hires Beus Gilbert as Special Counsel
-------------------------------------------------------------
Biltmore 24 Investors SPE, LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Arizona to employ the law firm of Beus Gilbert McGroder PLLC to
serve as its special counsel.
The professional services that Beus Gilbert is to render are:
a. to continue to assist the Debtors in connection with
entitlement matters and public infrastructure matters relating to
maintaining and enhancing the development opportunities for
Debtor's real property;
b. to continue to assist the Debtors in connection with other
ordinary course of business transactions made as part of the
Debtors' efforts to move toward reorganization.
The lawyers and planner primarily responsible for the professional
services, and their hourly rates, are:
Paul E. Gilbert $680
Jeffrey M. Blilie $475
Dennis M. Newcombe $260
Mr. Gilbert assures the court that Beus Gilbert does not hold or
represent any interest adverse to the Debtors or the estates.
The firm can be reached through:
Paul E. Gilbert, Esq.
Beus Gilbert McGroder PLLC
701 N 44th St
Phoenix, AZ 85008
Phone: +1 480-429-3000
About Biltmore 24 Investors SPE
Biltmore 24 Investors SPE, LLC, based in Phoenix, AZ, and its
debtor-affiliates sought Chapter 11 protection (Bankr. D. Ariz.
Lead Case No. 20-04130) on April 21, 2020.
In the petitions signed by Bruce Gray, manager, Biltmore 24
Investors' estimated assets of $10 million to $50 million, and
estimated liabilities of $50 million to $100 million; Gray Blue Sky
Scottsdale, Gray Guarantors I, Gray Guarantors II, estimated assets
of $50 million to $100 million, and estimated liabilities of $100
million to $500 million; Gray Guarantors III estimated assets of
$10 million to $50 million estimated liabilities of $50 million to
$100 million.
MICHAEL W. CARMEL, LTD., serves as bankruptcy counsel to the
Debtors.
BARNARD'S TRANSFER: Seeks to Hire Ritter Spencer as Legal Counsel
-----------------------------------------------------------------
Barnard's Transfer Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ Ritter
Spencer PLLC as its legal counsel.
The legal services that the firm will render include the
preparation of a Chapter 11 plan of reorganization and representing
Debtor in negotiations.
The hourly rates for the firm's attorneys and professionals are as
follows:
David Ritter, Esq. $325
Associates $225
Law clerks and Paralegals $150
A retainer of $6,800 has been paid to Ritter Spencer to date.
David Ritter, Esq., at Ritter Spencer, disclosed in court filings
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David D. Ritter, Esq.
Ritter Spencer, PLLC
15455 Dallas Parkway, Suite 600
Addison, TX 75001
Telephone: (214) 295-5078
Facsimile: (214) 329-4362
Email: dritter@ritterspencer.com
About Barnard's Transfer Services
Barnard's Transfer Services, Inc. offers a full service fabrication
shop that provides services to the railroad, oil and gas
industries. It also provides transloading, silo bin cleaning and
pit vacuuming services, hazardous waste management, and excavating
services. For more information, visit
https://barnardstransfer.com.
On May 11, 2020, Barnard's sought Chapter 11 protection (Bankr.
E.D. Tex. Case No. 20-41139). The petition was signed by Barnard's
President Charles Pennington. At the time of the filing, Debtor
disclosed estimated assets of $500,000 to $1 million and estimated
liabilities of $1 million to $10 million. Judge Brenda T. Rhoades
oversees the case. Ritter Spencer PLLC is Debtor's legal counsel.
BAYSIDE WASTE: Seeks Approval to Hire Business Broker
-----------------------------------------------------
Bayside Waste Services, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire a business
broker.
The Debtor seeks to employ Lawrence B. Felix as business broker to
market and sell its assets under the terms of the Consulting
Services Contract.
The broker's services will include reviewing the Debtor's business
operations, preparation of financial disclosure data for
distribution to potential buyers, assistance in preparing materials
for buyer's due diligence, preparation of asset lists and customer
lists, assistance in the negotiation of transactions, prepare the
business for sale, market and offer the business for sale and
negotiate and close a transaction involving the sale of the
business, either through stock sale, asset sale, or other form of
business sale transactions, market the assets, maintain records of
offering packages delivered to prospective.
The broker shall be entitled to a commission or Success Fee of 5
percent of the Total Value.
Mr. Felix assures the court that he is disinterested as such term
is defined in the Bankruptcy Code.
Mr. Felix can be reached through:
Lawrence B. Felix
27 Reber Street
Albany, NY 12205
About Bayside Waste Services, LLC
Bayside Waste Services, LLC, a Tampa, Florida-based provider of
environmental services, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-02359), on March 18,
2020. The petition was signed by Paul J. Simon, its manager. As of
February 29, 2020, the Debtor had $769,198 in total assets and
$1,376,899 in total liabilities. The Debtor tapped Stichter Riedel
Blain & Postler, P.A. as its counsel.
BELEAVE INC: Files Under CCAA to Sell to Hegedus
------------------------------------------------
Beleave Inc. (CSE: BE) (OTC: BLEVF) announced that the Company,
together with its affiliated entities, Beleave Kannabis Corp.,
Seven Oaks Inc., 9334416 Canada Inc. O/A Medi-Green and My-Grow,
Beleave Kannabis Abbotsford Inc. and Beleave Kannabis Chilliwack
Inc. received an order for creditor protection from the Ontario
Superior Court of Justice (Commercial List) under the Companies'
Creditors Arrangement Act.
The Initial Order includes, among other things, a stay of
proceedings in favour of the Beleave Group and the appointment of
Grant Thornton Limited as monitor of the Beleave Group.
The Beleave Group sought creditor protection under the CCAA in
order to receive a stay of proceedings that will allow the Beleave
Group to facilitate a going concern transaction with Hegedus
Consulting Services Inc. or identify and conclude a transaction
with a superior offer.
The Beleave Group and the Purchaser have agreed to: (i) a
debtor-in-possession loan to fund the proposed CCAA proceedings;
and (ii) an offer by the Purchaser to purchase substantially all of
the assets of the Beleave Group pursuant to an asset purchase
agreement that will be the "stalking-horse" in a sale process
designed to solicit higher and better offers.
It is expected that the Beleave Group's day-to-day obligations to
employees and key suppliers of goods and services, from and after
the filing day, will continue to be met. While under CCAA
protection, management of the Company would remain responsible for
the day-to-day operations of the Company under the general
oversight of the Monitor.
The monitor's website for the proceedings:
https://www.grantthornton.ca/beleave
Court-Appointed Monitor:
Grant Thornton Limited
Attn: Daniel Wootton
200 King Street West,Box 11
Toronto, ON M5H 3T4
Tel: 416-360-3063
E-mail: dan.wotton@ca.gt.com
About Beleave Inc.
Beleave -- https://beleave.com/ -- is an ISO certified, Canadian
cannabis company headquartered in the Greater Toronto Area that
cultivates high-quality cannabis flower, oil and extracts for
medical and recreational markets. Beleave is fully licenced to
cultivate and sell medical and recreational cannabis and is leading
the way through research partnerships with universities to develop
pharma-grade extracts and derivatives.
BIZNESS AS USUAL: Plan to be Funded by Rental Income, Estate Sales
------------------------------------------------------------------
Bizness as Usual Inc. filed with the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania a Plan of Reorganization dated May
19, 2020.
The estimated fair market value of the Estate is $3,000,000. There
are no inchoate claims. The Debtor anticipates eliminating and
modifying certain claims through the Objection process and
Adversary Proceedings. The material portion of the reduction will
come from the elimination of claims 5, Dalin Funding, LP. The
Debtor believes the actual amount to be paid in this plan is
approximately $993,000 with interest. The Debtor manages estate
real property as a residential and some commercial rental real
estate operation. The rental real estate has a cash flow of
approximately $5,000 each month.
The Plan will be funded from the income earned from rental
operations and from the sale of real estate, property of the
Estate. Recent regional and national events relating to the COVID
19 pandemic have resulted in material business interruptions. The
Debtor is collecting rent. The sale of real estate will be
affected by this business interruption. The Debtor cannot estimate
when an active market for real estate will return. The Debtor
proposes a thirty six-month plan to accommodate this uncertainty.
The Debtor will do all things necessary to complete the Plan in 24
months.
Rental operations will fund $108,000 through the monthly $3,000
payment to the City of Philadelphia and the Water Revenue
Department on their claims. This balance would be $72,000 if the
Plan were completed in 24 months. The balance owed on all claims
will be funded by sales of real estate. Attached as Exhibit C is
the initial list of real estate to be sold to fund the Plan.
Additional property will be sold to complete this Plan when it is
required; costs of sale are anticipated to be 10% of the sale
proceeds. The Debtor may incur tax liabilities as a result of the
sale of real estate; an 8% escrow amount of sales proceeds will be
maintained initially.
Class 5 claims of Dalin Funding, LP, were filed in BAD FAITH in an
attempt to deplete the Estate. The Debtor asserts the claims in
this class are unenforceable pursuant to 11 U.S.C. 502(b)(1),
fraud. The Debtor will file an adversary proceeding against Dalin
in regard to each of these claims alleging the Debtor owes Dalin no
funds, and, after proof of fraud, will recoup funds to the Estate.
The Debtor shall also file a Motion against Dalin for damages
incurred by the Estate as a result of the BAD FAITH filing of these
claims. These are contested claims. This Class is impaired.
Class Six consists of the Debtor's interest in the Estate. The
Debtor shall not receive any distributions under the Plan until all
payments set forth in this Plan have occurred. Votes shall not be
solicited from the Debtor. This Class is not impaired.
A full-text copy of the Plan of Reorganization dated May 19, 2020,
is available at https://tinyurl.com/ycmm8ut5 from PacerMonitor at
no charge.
Attorney for the Debtor:
Michael P. Kutzer
Attorney at Law
1420 Walnut Street, Suite 1216
Philadelphia, PA 19102
About Bizness as Usual
Bizness as Usual Inc. filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 19-16477) on Oct. 15, 2020. The Debtor's counsel is
Michael P. Kutzer, Esq.
BLUESTEM BRANDS: Files Plan With $200M Lender Bid
-------------------------------------------------
Alex Wolf, writing for Bloomberg Law, reports that online retailer
Bluestem Brands Inc. put forward a multi-option bankruptcy
restructuring plan aimed at market-testing a $200 million sale
agreement the online retail company reached with its lenders.
Bluestem, a direct to consumer retailer and owner of the Fingerhut
mail-order service, filed its reorganization plan May 29 at the
U.S. Bankruptcy Court for the District of Delaware, where it has
been in Chapter 11 proceedings since early March 2020.
The Minnesota-based company is planning to conduct an auction on
June 26 with a starting price bid of $200 million.
About Bluestem Brands
Bluestem Brands, Inc. -- https://www.bluestem.com/ -- its a
direct-to-consumer retailer that offers fashion, home, and
entertainment merchandise through internet, direct mail, and
telephonic channels under the Orchard and Northstar brand
portfolios. Headquartered in Eden Prairie, Minnesota, the Debtors
employ approximately 2,200 individuals and own and/or lease
warehouses, distribution centers, and call centers in 10 other
states, including New Jersey, Massachusetts, Georgia, and
California. The Debtors' supply chain consists of name-brand
vendors -- e.g., Michael Kors, Samsung, Keurig, Dyson -- as well as
private label and non-branded sources based in the United States
and abroad.
Bluestem Brands, Inc., based in Eden Prairie, MN, and its
debtor-affiliates sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 20-10566) on March 9, 2020. In its petition, Bluestem
Brands was estimated to have $500 million to $1 billion in both
assets and liabilities. The petition was signed by Neil P. Ayotte,
executive vice president, general counsel and secretary.
The Hon. Mary F. Walrath oversees the case.
YOUNG CONAWAY STARGATT & TAYLOR, LLP, and KIRKLAND & ELLIS LLP,
KIRKLAND & ELLIS INTERNATIONAL LLP as counsels; FTI CONSULTING,
INC., as financial advisor; RAYMOND JAMES & ASSOCIATES, INC., as
investment banker; IMPERIAL CAPITAL LLC, as restructuring advisor;
and PRIME CLERK LLC as claims and noticing agent.
BOSS OYSTER: Proposes Sale of Two Apalachicola Properties
---------------------------------------------------------
Boss Oyster, Inc., and Seagrape Enterprises Apalachicola, Inc. ask
the U.S. Bankruptcy Court for the Northern District of Florida to
authorize the sale of (i) Boss Oyster's real property located at
125 Water Street, Apalachicola, Florida; and (ii) Seagrape's real
property next door to Boss Oyster, located at 123 Water Street,
Apalachicola, Florida, to Preferred Coastal Properties, LLC for
$1.625 million.
Both entities are under the same ownership. The parties have
entered in to their Commercial Contract.
As the Court is aware, the both Debtors were forced to close their
businesses after Hurricane Michael ravaged the Florida panhandle in
October 2018. Since that time, the Debtors have received
insurance monies for the contents and structural damage to the
commercial property each of them own.
The Court has previously approved the employment of a real estate
agent, Helen Spohrer, but the Debtors have not received any
acceptable offers until the offer was received from the Buyer. Due
to the delay in obtaining insurance proceeds and the cost of
rebuilding based upon rough estimates obtained by the Debtors, the
Debtors previously filed an application to employ an auctioneer,
and currently pending is the Debtors' motion to sell their real
property via auction, which is currently set for hearing on June
25, 2020.
The Debtors were intending on moving forward with an auction until
the Buyer made its latest offer. By the instant Motion, the
Debtors are asking to sell their real property to the Buyer subject
to the Court's approval, which will alleviate the need for and
uncertainty of an auction.
The real properties owned by Boss Oyster and Seagrape are each
subject to mortgages in favor of Centennial Bank. In addition,
Boss Oyster's real property is subject to two mortgages in favor of
the Small Business Administration.
Centennial Bank filed claims stating that Boss Oyster owes it
$554,985 on account of the first mortgage loan against Boss
Oyster's real property, and $48,880 on account of the second
mortgage loan. Centennial is also holding insurance proceeds in
escrow in the amount of $228,169 from the damage caused by
Hurricane Michael. The SBA filed claims stating that Boss Oyster
owes it $552,276 total for the two mortgage loans against the real
property.
Centennial filed a claim stating that Seagrape owes it $705,006 on
account of the mortgage loan against Seagrape's real property.
Centennial is also holding insurance proceeds in escrow in the
amount of $313,991 from the damage caused by Hurricane Michael.
In addition, Centennial has asserted the right collect
post-petition fees, interests, and costs against both Debtors
pursuant to Section 506 because it is oversecured. The Debtors
have not yet reach an agreement on those amounts with Centennial.
The secured property tax claims filed by the Franklin County,
Florida Tax Collector will also be paid in full through these
proposed sales. The proposed sale price is not yet fixed, because
the sale price is dependent on an agreement between the Debtors and
Centennial regarding post-petition interest, fees and costs.
However, the sale price will cover the following: 1) The secured
debt on the Debtors' properties; 2) administrative expenses in the
respective cases (US Trustee fees to be owed through case closing
and the Debtors' attorneys’ fees), which will capped at $100,000;
and 3) a one-time 20% dividend to unsecured creditors; and 4)
closing costs of the sale, including commission paid to the
Debtors' real estate agent.
Additionally, in consideration for the purchase price, the owners
of the Debtors have agreed to transfer their ownership interests in
the Debtors to another entity with similar ownership of the Buyer
through the amended plans to be filed. In so doing, the Debtors'
insurance claims will no longer be a part of these estates. The
Debtors are not asking approval of the Stock Transfer through the
instant Motion. Rather, the Debtors simply want to disclose the
component of the agreement between the parties because the Stock
Transfer will be included in the Debtors' amended plans and would
occur upon confirmation.
The Debtors ask the entry of an order pursuant to Section 363 of
the Bankruptcy Code approving the sale of the Real Properties to
the Buyer, free and clear of all liens, claims, encumbrances and
interests. The Debtors propose that the sale take place as soon as
practicable after any Order granting the Motion and approving the
sale becomes final.
The general terms of the proposed sales are as follows:
a. Property to be Sold: The property descriptions of the Real
Properties are included in the Contract.
b. Terms of Sale: The proposed total purchase price is
expected to be approximately $1.65 million, but it will be fixed
upon approval of the sale and the confirmation of the Debtors'
amended plans.
c. Condition of Premises: The Real Properties are to be sold
"as is, where is," with the Sellers making no guaranties as to the
condition of said property.
Finally, the Debtors request that any order granting the Motion
provide that the stay period under Rule 6004(h) and 6006(d), and
any other applicable stay periods, be waived, such that the stay
requirement of Rule 6004(h) is lifted immediately upon the
execution of the Order.
A copy of the Agreement is available at
https://tinyurl.com/ybvn8ouy from pacerMonitor.com free of charge.
About Boss Oyster Inc.
Boss Oyster Inc. owns and operates an oyster bar restaurant in
Apalachicola, Fla.
Boss Oyster and its affiliate Seagrape Enterprises of Apalachicola,
Inc., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Fla. Lead Case No. 19-40357) on July 12, 2019. At the
time of the filing, Boss Oyster was estimated to have assets of
between $1 million and $10 million and liabilities of the same
range. The cases have been assigned to Judge Karen K. Specie.
Bruner Wright, P.A., is the Debtors' bankruptcy counsel.
BOWIE REAL: Hires Matthews Retail Group as Real Estate Broker
-------------------------------------------------------------
Bowie Real Estate Holdings, LP seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Matthews Retail Group, Inc. as real estate broker.
Debtor has negotiated an exclusive sale listing agreement with
Matthews Retail Group to market its real properties in Bowie,
Texas, which include a 49-bed hospital facility and other
improvements. The approved listing price is $4.2 million.
Matthews Retail Group will get a 6 percent commission. The listing
agreement provides for an additional 2 percent commission in the
event the broker is able to effectuate a sale and closing of the
real property in the first 90 days of the term of the listing
agreement at a price and terms acceptable to Debtor.
Rahul Chhajed of Matthews Retail Group disclosed in court filings
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Rahul Chhajed
Matthews Retail Group, Inc.
841 Apollo Street, Suite 150
El Segundo, CA 90245, US
Telephone: (310) 919-5757
About Bowie Real Estate Holdings
Bowie Real Estate Holdings, LP is primarily engaged in renting and
leasing real estate properties. It is headquartered in Bowie,
Texas.
On April 6, 2020, Bowie Real Estate Holdings sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
20-70115). The petition was signed by Faraz Hashmi, Debtor's
managing member. At the time of the filing, Debtor was estimated
to have assets of between $1 million and $10 million and
liabilities of the same range.
Judge Harlin Dewayne Hale oversees the case.
Debtor hired Quilling, Selander, Lownds, Winslett & Moser, P.C. as
its legal counsel.
BOY SCOUTS: Abuse Victims Have Until Nov. 16, 2020 to File Claims
-----------------------------------------------------------------
Brinkwire reports that lawyers agreed to set November 2020 as
deadline for child sex abuse victims to file claims in the Boy
Scouts of America bankruptcy case.
The Nov. 16, 2020 date presented to a judge was worked out after
attorneys for the official committee representing abuse victims
objected to a proposed Oct. 6, 2020 deadline and argued that
victims should have at least until Dec. 31, 2020.
"At a time when millions of Americans are unemployed and
preoccupied with basic survival, sexual abuse survivors need and
are entitled to a reasonable period of time after they receive
notice from the bankruptcy Court to reflect seriously and make a
decision whether to file a claim in this case," attorneys for the
victims committee wrote in a court filing.
After filing for bankruptcy, the Boy Scouts initially proposed a
deadline of 80 days after notice of the claims process was
published, drawing immediate opposition from attorneys for abuse
victims. The Boy Scouts later proposed the October deadline. They
argued that it allowed more time than in many Catholic diocese
bankruptcy cases, and that it provided sufficient time to conduct a
nationwide program of print, television, radio and online notices
and allow claimants to submit claim forms.
Jessica Boelter, an attorney for the Boy Scouts, said the
notification program is expected to reach more than 100 million
people, including more than 95% of the primary target audience of
men 50 and older. An expert for the Boy Scouts estimated that men
in that age group account for more than half of former Boy Scouts
and at least 71% of abuse survivors with pending claims against the
BSA.
The Boy Scouts sought bankruptcy protection in February in an
effort to halt hundreds of individual lawsuits and create a huge
compensation fund for men who were molested as youngsters decades
ago by scoutmasters or other leaders.
More than 12,000 boys have been molested by 7,800 abusers since the
1920s, according to Boy Scout files revealed in court papers. Most
of the more recent cases date to the 1960s, '70s and '80s, before
the Boy Scouts adopted mandatory criminal background checks and
abuse-prevention training and protocols for all staff and
volunteers.
In conjunction with the bankruptcy case, the Boy Scouts obtained an
injunction halting lawsuits against the organization's 261 local
councils as "related parties." The local councils, which run
day-to-day operations for local troops, are not listed as debtors
in the bankruptcy and are considered by the Boy Scouts to be
legally separate entities. Attorneys for abuse victims have
nevertheless made clear that they will try to go after campsites
and other properties owned by the local councils to contribute to
the fund for victims.
The injunction does not prevent litigation going forward against
individual alleged abusers. It also does not prevent the filing of
complaints against BSA-related parties while the stay is in place.
The injunction had been set to expire Monday, but Judge Laurie
Selber Silverstein agreed to extend it to June 8, which coincides
with a scheduled court hearing.
Meanwhile, attorneys argued at length Monday over the bankruptcy
claim form that child sex abuse victims will have to fill out. The
form proposed by the Boy Scouts includes boxes to check for
describing the nature and impact of the abuse. It also includes
narrative sections asking a claimant, for example, to describe the
sexual abuse, and the harm it caused, "in as much detail as you can
recall."
Silverstein agreed with victims´ attorneys that the narrative
information should be made optional on the initial proof of claim
form.
Jon Conte, a child sex abuse expert hired by the victims committee,
told Silverstein that it would be better to ask for summary
information initially, while letting the claimant know that more
detail might be requested later.
"A narrative is potentially traumatic," Conte said.
Attorneys for the victims also took exception to the form allowing
sexual abuse claims involving nonconsenting adult Scouting
participants. Boelter noted that some Boy Scout programs allow
participants up to age 21.
"We are not trying to diminish child sexual abuse in any way by
including adults in this proof of claim form," she said.
Silverstein said she would allow attorneys time to work out a
solution for handling sexual abuse claims by adult victims.
About 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 Austin 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.
BRIGGS & STRATTON: Hires Restructuring Advisers as Debt Looms
-------------------------------------------------------------
Allison McNeely, writing for Bloomberg News, reports that lawn
mower maker Briggs & Stratton Corp hired restructuring advisers to
help the company rework its debt that will due on 2020.
Briggs & Stratton tapped Houlihan Lokey Inc. ahead of a June 15,
2020 interest payment on unsecured bonds that will mature in
December 2020, according to people with knowledge of the matter who
asked not to be identified discussing the private decision. Some
holders of those notes have organized and tapped Gibson Dunn &
Crutcher LLP and Imperial Capital LLC to advise them in talks with
the company, the people said.
"While we are tackling some short-term challenges, the strong
historic underpinnings of Briggs & Stratton's business -- built
over our 110+ year history -- give us confidence in the future of
our company," spokesman Rick Carpenter said in an emailed
statement. "We remain focused and well-positioned to continue to
serve our customers' needs."
According to the company, it will continue to work with its banks
and address the bond maturity to bolster its liquidity and balance
sheet. It's planning to reduce spending, has eliminated its stock
dividend and will explore potential asset and business sales,
Carpenter said.
In January 2020, it suspended its dividends and its shares decline
to around 70% in the same year.
Briggs & Stratton's $195 million of unsecured bonds will mature in
December 2020. But if any of the notes remain outstanding on Sept.
15, 2020, the company's 2024 revolving credit line would have to be
repaid immediately, according to a company filing. It had borrowed
$402 million on the credit line as of March 29, 2020.
About Briggs & Stratton
Founded in 1908, Briggs & Stratton Corporation (NYSE: BGG),
headquartered in Milwaukee, Wisconsin, is a producer of gasoline
engines for outdoor power equipment, and is a designer,
manufacturer and marketer of power generation, pressure washer,
lawn and garden, turf care and job site products through its Briggs
& Stratton, Simplicity, Snapper, Ferris, Vanguard, Allmand, Billy
Goat, Murray, Branco, and Victa brands. Briggs & Stratton products
are designed, manufactured, marketed and serviced in over 100
countries on six continents. Visit http://www.basco.com/and
http://www.briggsandstratton.com/
For the nine months ended March 29, 2020, the Company reported a
net loss of $193.59 million on $1.22 billion of net sales compared
to a net loss of $35.54 million on $1.36 billion of net sales for
the nine months ended March 31, 2019.
As of March 29, 2020, the Company had $1.59 billion in total
assets, $930.28 million in total current liabilities, $419.8
million in total other liabilities, and $239.34 million in total
shareholders' investment.
* * *
In early June 2020, S&P Global Ratings lowered its rating on
Wisconsin-based small engine manufacturer Briggs & Stratton Corp.
(BGG) to 'CCC-' from 'CCC'. In addition, S&P lowered its rating on
the company's unsecured notes to 'CC' from 'CCC-'. Its '5' recovery
rating (rounded estimate: 10%) on the notes is unchanged.
BGG's asset-based lending (ABL) facility, which had $402 million
drawn at March 29, 2020, will mature on Sept. 15, 2020, if the
company does not repay its $195 million of outstanding unsecured
notes by this date or maintain the applicable ABL availability
level required by the credit agreement.
A combination of very high leverage and operating challenges appear
likely to cause a default or distressed restructuring before the
Sept. 15, 2020, springing ABL maturity. BGG's operating
performance, which was soft during fiscal year 2019 due to
unfavorable weather and the Sears bankruptcy, has faced much
stronger headwinds in fiscal year 2020 (FY20) due to the economic
impact of the coronavirus pandemic.
BRINK'S COMPANY: Moody's Cuts CFR to Ba2 & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service downgraded The Brink's Company's
corporate family rating to Ba2 from Ba1, probability of default
rating to Ba2-PD from Ba1-PD and senior unsecured rating to Ba3
from Ba2. The Speculative Grade Liquidity rating was upgraded to
SGL-2 from SGL-3. The ratings outlook was revised to stable from
negative.
RATINGS RATIONALE
"The disruption to Brink's from the COVID-19 pandemic will further
stress the company's credit metrics, which were already weakly
positioned in its rating category following the debt-financed G4S
asset acquisition, driving the ratings downgrade," said Edmond
DeForest, Moody's Vice President and Senior Credit Officer.
The Ba2 CFR reflects Brink's market leadership across a number of
security related services, its geographic diversification and
Moody's expectations for debt to EBITDA to return to around 4 times
in the next 12 to 18 months. Brink's announced acquisition of
certain G4S plc ("G4S") businesses will expand its already leading
cash-in-transit and secured logistics capabilities to more
countries and for additional customers. Moody's anticipates Brink's
debt to EBITDA of about 3.6 times as of March 31, 2020 was around
4.2 times pro forma for $860 million of additional debt and $115
million of acquired EBITDA. However, Moody's anticipates Brink's
revenue, EBITDA and free cash flow will decline in 2020 due to the
impact of the coronavirus pandemic, especially to its retail
industry customers. Financial leverage may exceed 5 times in the
near term and may not return to around 4 times until late 2021, by
which time Moody's expects Brink's to return to mid-single-digit
percent organic revenue growth (before currency translation
impacts) and EBITA margin expansion. Weaker than expected financial
results, greater cost or time to achieve cost reduction targets or
additional debt-funded acquisitions could cause Brink's financial
leverage to remain elevated beyond 2021. Expenses associated with
the debt-financed G4S acquisition, including transaction fees and
integration costs, and capital expenditures in growth and
efficiency investments will pressure and limit free cash flow. In
response to the adverse impacts of the coronavirus on its business,
Brink's has announced cost and capital investment reduction
initiatives aimed at preserving profit margin rates and free cash
flow.
All financial metrics cited reflect Moody's standard analytical
adjustments, unless otherwise noted.
The coronavirus outbreak, deteriorating global economic outlook,
low oil prices and asset price volatility have created a severe and
extensive credit shock across many sectors, regions and markets.
The combined credit effects of these developments are
unprecedented. The cash-in-transit and secured logistics sectors
have been significantly affected by the shock given their
sensitivity to customer demand and sentiment. Moody's regards the
coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
The action reflects the impact on Brink's of the breadth and
severity of the shock, and the deterioration in credit quality it
has triggered.
Brink's revenue growth could be limited by volume and pricing
pressure and currency translation impacts. Additional factors
pressuring volumes and profitability include the growth of noncash
payment methods, volatile retail expenditures and diamond and
jewelry shipments, structural cost issues (pensions) and pricing
pressure given a challenging banking industry environment.
International operations account for the majority of revenues and
preponderance of profits, notably in volatile markets including
Mexico, Argentina and Brazil, but the company's debt is denominated
in US dollars.
Moody's considers Brink's environmental risks as limited. Social
considerations include reputational risks associated with possible
use of firearms by its employees during occasional criminal
incidents. Moody's considers Brink's financial strategies
transparent, consistent with other publicly-traded companies, but
aggressive and opportunistic.
Moody's expects Brink's to remain an active acquirer of related
businesses, generally using debt proceeds to fund its purchases.
The company has also boosted cash returns to shareholders over the
past few years. Fitch anticipates additional debt financed
acquisitions in the future, although not of the scale of G4S and
not until financial metrics improve, as well as growth capital
investments. However, Brink's has indicated it will seek to
maintain net debt to EBITDA (as defined by the company) below 3
times.
The upgrade of the SGL rating to SGL-2 from SGL-3 is driven by the
increase in external liquidity from the $1 billion revolving credit
facility (unrated) due 2024 created by the repayment of revolving
loans with the net proceeds of the $590 million incremental senior
secured term loan due 2024 (unrated) that closed in April.
The SGL-2 liquidity rating reflects Moody's assessment of Brink's
overall liquidity as good. Moody's expects around $75 million of
free cash flow in 2020. Although Brink's has not yet announced the
sources of financing for the remaining approximately $200 million
of G4S asset purchases, Moody's assumes the company will use some
combination of additional permanent financing sources, its $274
million of unrestricted cash as of March 31, 2020 and around $500
million available under the revolver. There is $40 million of
annual required term debt amortization. The company must comply
with financial covenants applicable to its secured indebtedness,
including maximum net senior secured first lien leverage and
minimum interest coverage tests (as defined in the secured facility
agreement); Moody's expects Brink's will comply with the tests over
the next year.
The Ba3 senior unsecured rating reflects the Ba2-PD PDR and a loss
given default assessment of LGD5, reflecting effective
subordination to all the secured debt, including the $1 billion
revolver and over $1.3 billion of term loans due 2024 outstanding.
The senior notes are guaranteed by substantially all of the
domestic subsidiaries of the company.
The stable ratings outlook reflects Moody's expectations for
Brink's revenue, profits and cash flow to decline in 2020, but grow
again in 2021, and for debt to EBITDA to return to around 4 times
once the negative impacts of the coronavirus pandemic on its
business wanes.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade the ratings if it anticipates Brink's will
sustain: 1) debt to EBITDA below 3.5 times; 2) EBITA to interest
expense above 3 times; 3) free cash flow to debt exceeding 8% and
4) balanced financial policies.
A downgrade of the ratings is possible if Moody's anticipates: 1)
debt to EBITDA will be sustained above 4.5 times; 2) permanent
declines in EBITA margins; 3) weak or no free cash flow growth; 4)
diminished liquidity; or 5) more aggressive financial policies,
including the use of debt proceeds to increase shareholder
returns.
Issuer: Brink's Company (The)
Corporate Family Rating, Downgraded to Ba2 from Ba1
Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD
Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3 (LGD5)
from Ba2 (LGD5)
Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3
Outlook, Changed to Stable from Negative
The Brink's Company (NYSE:BCO), headquartered in Richmond, VA,
provides security-related services on a global basis. Services
include cash-in-transit, secure transportation of valuables, ATM
servicing, payment services, guarding and related logistics.
On February 26, Brink's announced it had agreed to purchase certain
of G4S's cash solutions businesses for GBP660 million in cash,
including the G4Si global logistics division and cash-in-transit
operations mostly in Europe and Asia. G4S plc (unrated) is a
publicly-traded multinational security services company
headquartered in London, England.
Moody's expects Brink's revenue will be over $3.5 billion in 2020.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
BUFFBURGER #1: Seeks Approval to Hire HCFO Group as Accountant
--------------------------------------------------------------
BuffBurger #1, L.P. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to employ HCFO Group as its
accountant.
The accounting services that HCFO Group will provide to Debtor
include:
(a) gathering financial information to prepare and file
Debtor's tax returns, monthly operating reports and other financial
reports;
(b) preparing financial reports and information for MORs; and
(c) assisting with QuickBooks recording of results of
operations and preparing budgets and cash flow analysis necessary
for Debtor's Chapter 11 plan and disclosure statement.
Tiffany Hughey, the firm's accountant who will be providing the
services, charges an hourly fee of $250 for accounting and
financial reporting-related matters.
Ms. Hughey disclosed in court filings that she and her firm are
"disinterested persons" within the meaning of Section 101(14) of
the Bankruptcy Code.
Ms. Hughey can be reached at:
Tiffany Hughey
HCFO Group
5959 West Loop South, Suite #230
Houston, TX 77401
Telephone: (713) 568-9214
About BuffBurger #1
BuffBurger #1, L.P. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-30689) on Jan. 28,
2020. At the time of the filing, Debtor had estimated assets of
between $100,001 and $500,000 and liabilities of between $500,001
and $1 million. Judge Christopher M. Lopez oversees the case.
Debtor tapped John Akard Jr., Esq., as its legal counsel and HCFO
Group as its accountant.
BUNGE LIMITED: Egan-Jones Cuts Sr. Debt Unsecured Ratings to BB
---------------------------------------------------------------
Egan-Jones Ratings Company, on June 1, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Bunge Limited to BB from BB+.
Headquartered in White Plains, New York, Bunge Limited operates as
a global agribusiness and food company.
CANADIAN NATURAL: Egan-Jones Cuts Foreign Curr. Debt Rating to BB+
------------------------------------------------------------------
Egan-Jones Ratings Company, on June 2, 2020, downgraded the foreign
currency senior unsecured rating on debt issued by Canadian Natural
Resources Ltd to BB+ from BBB-.
Headquartered in Calgary, Canada Canadian Natural Resources Ltd.
acquires, explores for, develops, and produces natural gas, crude
oil, and related products.
CARBO CERAMICS: Committee Hires AlixPartners as Valuation Expert
----------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of CARBO Ceramics Inc. and its affiliates seeks
approval from the U.S. Bankruptcy Court for the Southern District
of Texas to retain AlixPartners, LLP as its intellectual property
valuation expert.
The team lead for this engagement is AlixPartners' managing
director, Richard Lee.
The Committee requires AlixPartners to:
-- estimate the value of the Debtors' intellectual property,
including patents, patent applications, trademarks, domain names,
developed software, customer contracts, and any other identified
intellectual property;
-- development of valuation models pertinent to the identified
intellectual property, including gathering market and industry
information required to support various assumptions;
-- evaluate any proposed sale process of the Debtors'
intellectual property and related bids and participate in any
meetings with bidders or auction, as required;
-- assist in the review of the Debtors' plan of reorganization
and disclosure statement;
-- review and evaluate court motions filed or to be filed by the
Debtors or any other parties-in-interest, as appropriate;
-- render expert testimony and litigation support services,
including preparation of expert opinion documents and e-discovery
services, as requested from time to time by the Committee and its
counsel, regarding any of the matters to which AlixPartners is
providing services;
-- attend Committee meetings and court hearings as may be
required in the role of advisors to the Committee;
-- assist with such other matters as may be requested that fall
within AlixPartners' expertise and that are mutally agreeable.
AlixPartners' current standard hourly rates for 2020 are:
Managing Director $1,000 – $1,195
Director $800 – $950
Senior Vice President $645 – $735
Vice President $470 – $630
Consultant $175 – $465
Paraprofessional $295 – $315
Mr. Lee disclosed in court filings that the firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Richard Lee
AlixPartners, LLP
909 Third Avenue, Floor 30
New York, NY 10022
Telephone: (212) 490-2500
Facsimile: (212) 490-1344
Email: ekoza@alixpartners.com
About CARBO Ceramics
CARBO Ceramics Inc. -- https://carboceramics.com/ -- is a global
technology company providing products and services to the oil and
gas, industrial, and environmental markets. CARBO offers oilfield
ceramic technology products, base ceramic proppant, and frac sand
proppant for use in the hydraulic fracturing of oil and natural
gas
wells.
Asset Guard Products Inc., a subsidiary of CARBO, offers products
intended to protect operators' assets, minimize environmental
risks, and lower lease operating expenses through spill prevention,
containment, and countermeasure systems for the oil and gas
industry.
StrataGen, Inc., another subsidiary, offers fracture consulting and
data services and provides a suite of stimulation software
solutions used for designing fracture treatments and for on-site
real-time analysis to assist E&P companies in the efficient
completion of wells and enhancement of oil and natural gas
production.
CARBO Ceramics Inc. and its subsidiaries sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-31973) on March 29, 2020. 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.
Judge Marvin Isgur oversees the cases.
Debtors tapped Vinson & Elkins LLP as bankruptcy counsel; Okin
Adams LLP as special counsel; Perella Weinberg Partners L.P. and
Tudor Pickering, Holt & Co. as investment banker; FTI Consulting,
Inc. as financial advisor; Ernst & Young LLP, KPMG LLP, and Weaver
and Tidwell L.L.P. as accountants and tax advisors. Prime Clerk,
the claims agent, maintains this website
https://dm.epiq11.com/case/crc/info
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on April 14, 2020. The committee is represented by Foley
& Lardner LLP. GlassRatner Advisory & Capital Group, LLC is the
committee's financial advisor.
CAREMORE MANAGERS: Hires Joyce W. Lindauer as Legal Counsel
-----------------------------------------------------------
Caremore Managers Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Joyce W.
Lindauer Attorney, PLLC as its legal counsel.
The firm will assist Debtor in the preparation of a Chapter 11 plan
of reorganization and will provide other legal services in
connection with its Chapter 11 case.
The hourly rates for the firm's attorneys and paraprofessionals who
will represent Debtor are as follows:
Joyce W. Lindauer $395
Jeffery M. Veteto, Contract Attorney $250
Guy H. Holman, Contract Attorney $205
Dian Gwinnup, Paralegal $125
Paralegals and Legal Assistants $65 - $125
Prior to Debtor's bankruptcy filing, the firm received a retainer
of $6,717, which included the filing fee of $1,717.
Joyce Lindauer, Esq., disclosed in court filings that her firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
Email: joyce@joycelindauer.com
About Caremore Managers
Caremore Managers, Inc. is a privately held company in the traveler
accommodation industry based in Bay City, Texas. It conducts
business under the name Comfort Suites.
Caremore Managers sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-32451) on May 4,
2020. The petition was signed by Kulwant Kaur Sandhu, Debtor's
shareholder. At the time of the filing, Debtor had estimated
assets of less than $50,000 and liabilities of between $1 million
and $10 million.
Judge Jeffrey P. Norman oversees the case. Joyce W. Lindauer
Attorney, PLLC is Debtor's legal counsel.
CAROUSEL CENTER: Moody's Cuts Rating on PILOT Revenue Bonds to B1
-----------------------------------------------------------------
Moody's Investors Service has downgraded to B1 from Ba3 the rating
on Syracuse Industrial Development Agency, NY's (SIDA) Carousel
Center Project's PILOT Revenue Bonds Series 2007B, Series 2016A,
and Series 2016B. The outlook is negative. These actions conclude
the review for downgrade that was initiated on April 17, 2020.
RATINGS RATIONALE
The downgrade to B1 reflects the PILOT bonds increased default
risk, but high expected recovery, owing to the severe negative
impact of the coronavirus on current and forecast cashflows. The
rating also reflects the already high leverage that may be outsized
compared to the long-term revenue generating potential of the mall
in a post coronavirus operating environment. Fitch understands the
CMBS loan servicer, Wells Fargo, extended the June 6, 2020 loan
maturity to October 6, 2021 and waived the 7.5% NOI test originally
required to do so, the 8.5% NOI test required for the next
extension to June 6, 2022 is highly unlikely to be satisfied
without a substantial improvement in business prospects at the
mall. Fitch expects to receive final documentation shortly. As
such, Fitch expects the subordinate CMBS loan to chronically be
moved into special servicing that may require a substantial equity
contribution to reduce the debt at some point. In its view, the
issuer will need to continue to negotiate with the CMBS loan
servicer for liquidity support, covenant waivers and maturity
extensions for several years as a market refinancing is unlikely to
occur and NOI performance will remain weak for several years before
returning to 2019 NOI levels.
The interior of the mall remains closed since March 18, 2020 and
there is some uncertainty regarding the reopening of the mall as
Governor Andrew Cuomo announced on May 29, 2020 that the interior
portions of malls must remain closed until further notice. This
extended closure created unprecedented credit stress on Carousel
Center Project and it remains uncertain what the economic recovery
will look like as a fraction of the tenants continued to pay rent
during the shutdown. Moreover, it remains unknown which tenants
will return and how much foot traffic will follow once the mall
fully reopens.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. The rapid and widening spread of the coronavirus
outbreak, deteriorating global economic outlook, and asset price
declines are creating a severe and extensive credit shock across
many sectors, regions and markets. The combined credit effects of
these developments are unprecedented. More specifically, the mall's
exposure to reduced revenue from the closure, which the mall was
already experiencing prior to the coronavirus outbreak, has left it
vulnerable in these operating conditions.
The B1 rating incorporates the cash-funded $31 million PILOT bond
debt service reserve fund (DSRF) held under a guaranteed investment
contract as compared to the $21 million of debt service due in
2020, providing material liquidity before a PILOT bond payment
default would occur. Even if the DSRF is exhausted, the mortgage
loan servicer has also agreed to pay any PILOT bond shortfalls as
well. This sound liquidity reduces the likelihood of a payment
default on the PILOT bonds but does not insulate the project from
the broader credit stress on the mall and the industry that is
likely to remain pressured for several years. The B1 rating
recognizes the mall's established market position with limited
competition in the Syracuse region that supports a decently
predictable cashflow base that will remain pressured for several
more. This market position and cashflow predictability has
gradually diminished by online retail over the last several years
and the coronavirus may have accelerated the trend.
Moody's acknowledges the PILOT bond protections, whereby they are
in lieu of the annual tax payments due on the property and cannot
be accelerated. Similarly, the value of the property and potential
revenue generating capacity should comfortably exceed the principal
on the PILOT bonds, supporting a high recovery rate in case of a
default. However, the borrower for the CMBS loan is Carousel Center
Company L.P., the same obligor of the PILOT revenue bonds, which
potentially exposes the PILOT bonds to the broader credit stress of
the borrower and a bankruptcy filing if the CMBS loan experiences
further and sustained stress.
Rating Outlook
The negative outlook reflects the uncertain business recovery
amidst a weakened economy post the coronavirus related shutdown
that has negatively impacted the mall's retail tenants and their
customers. It remains unknown how many of the current tenants will
reopen or return once the mall reopens and Fitch will closely
monitor performance. The negative outlook incorporates the
uncertainty about the future operating environment for brick and
mortar retail that was already challenged before the coronavirus.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that Could Lead to an Upgrade
-- While a rating upgrade is unlikely at this time, the outlook
could be changed to stable if most tenants reopen and revenues
begin to recover, generating NOI sufficient to cover all costs and
debt service
-- A material reduction in debt and/or a corresponding material
improvement in operating margins from new tenants or higher tenant
rents and recoveries.
Factors that Could Lead to a Downgrade
-- Multiple tenants do not reopen and are not timely replaced,
resulting in perpetual reduction in NOI
-- Inability to meet Debt Yield target in September 2021
resulting in the need to return to special servicing to negotiate
another extension, which could require a large equity infusion that
the owners cannot cover
-- A decline in tax rates collected from tenants below scheduled
SIDA PILOT payment increases
-- Use of the PILOT debt service reserve fund (DSRF) or inability
to obtain the third CMBS loan extension in October 2021
-- Any indication of the need for a broader restructuring of the
issuer
LEGAL SECURITY
The PILOT bonds are special obligations of SIDA, secured solely by
the trust estate and funds held by the bond trustee pledged to
secure the bonds, including scheduled PILOT payments for the
existing Carousel Center (pursuant to a PILOT agreement between the
Carousel owner and SIDA). The PILOT bonds are senior to the
subordinate $300 million CMBS loan except under an unlikely
casualty, condemnation, or eminent domain scenario. A cash-funded
debt service reserve fund (DSRF) held under a guaranteed investment
contract at $30.9 million satisfies the DSRF requirement of 125% of
average annual debt service.
OBLIGOR PROFILE
Carousel Center Company, L.P. is a New York limited partnership and
a single purpose entity with the sole purpose of owning and
operating the Carousel Center. Syracuse Industrial Development
Agency, NY (SIDA) is a public benefit corporation established to
enhance the city's economic development, and has acted as the
financing conduit by issuing the bonds on behalf of the Carousel
Center Company, L.P.
METHODOLOGY
The principal methodology used in these ratings was Generic Project
Finance Methodology published in November 2019.
CARPENTER'S ROOFING: Unsecureds Get $1,500 Per Quarter for 5 Years
------------------------------------------------------------------
Debtor Carpenter's Roofing & Sheet Metal, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida, West Palm
Beach Division, a Plan of Reorganization and a Disclosure Statement
on May 19, 2020.
The Debtor has continued to operate its personal and the business
affairs as the Debtor in Possession pursuant to Section 1108 of the
Bankruptcy Code.
Class 5 General Unsecured Claims totaling $96,921 will be paid over
the five-year term of the Plan at the rate of $1,500 per quarter on
a pro-rata basis. The payments will commence on the Effective Date
of the Plan. The dividend to this class of creditors is subject to
change upon the determination of objections to claims. To the
extent that the Debtor is successful or unsuccessful in any or all
of the proposed Objections, then the dividend and distribution to
each individual creditor will be adjusted accordingly. These
claims are impaired.
As to Class 6 Shareholders, there will be no distribution to the
equity holder, Jason Lovelady under the confirmed Plan and no
dividends shall be paid to this class or to Mr. Lovelady. The
equity shareholder shall retain his currently held equity interest
. This claim is impaired.
The Debtor shall continue to be operated by Jason Lovelady, who
owns 100% of the shares of the Debtor. The Debtor will continue to
be managed and operated by Mr. Lovelady.
The Debtor intends to assume the Lease for office space located at
1701 West 10th Street, West Palm Beach, Florida with Jay Laine, LLC
1701 West 10th Street West Palm Beach, FL 33404.
The payments to be made pursuant to the Plan by the Debtor shall be
in full settlement and satisfaction of all claims against the
Debtor. The payments of new value contributions and other
post-bankruptcy contributions by the principal of the Debtor, as
necessary to fund operations, shall be in full settlement and
satisfaction of all claims against the principal/shareholder of the
Debtor.
A full-text copy of the Disclosure Statement dated May 19, 2020, is
available at https://tinyurl.com/ycjvjmn2 from PacerMonitor at no
charge.
Attorneys for Debtor:
KELLEY, FULTON & KAPLAN, P.L.
Craig I. Kelley, Esquire
1665 Palm Beach Lakes Blvd.
The Forum - Suite 1000
West Palm Beach, Florida 33401
Telephone: (561) 491-1200
Facsimile: (561) 684-3773
About Carpenter's Roofing
Carpenter's Roofing & Sheet Metal, Inc.
--https://carpentersroofing.com/ -- is a roofing contractor
headquartered in West Palm Beach, Fla. It was founded in 1931 by
Howard Carpenter.
Carpenter's Roofing & Sheet Metal sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-24798) on
Nov. 29, 2018. At the time of the filing, Debtor disclosed
$1,040,593 in assets and $1,838,038 in liabilities. The case is
assigned to Judge Mindy A. Mora.
The Debtor hired Kelley & Fulton, PL, as its legal counsel, and
Rinehimerbaker LLC as its accountant.
CBL & ASSOCIATES: Egan-Jones Lowers Sr. Unsecured Ratings to CCC
----------------------------------------------------------------
Egan-Jones Ratings Company, on June 3, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by CBL & Associates Properties Inc. to CCC from B+. EJR also
downgraded the rating on commercial paper issued by the Company to
C from A3.
Headquartered in Chattanooga, Tennessee, CBL & Associates
Properties, Inc. is a self managed and self administered real
estate investment trust.
CEASARS ENTERTAINMENT: Egan-Jones Cuts Unsec. Debt Ratings to B-
----------------------------------------------------------------
Egan-Jones Ratings Company, on June 2, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Caesars Entertainment Inc. to B- from B.
Caesars Entertainment, Inc. was a Paradise, Nevada based business
that was the largest owner, operator and developer of casinos
throughout the world.
CENTERPOINTE INSURANCE: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Centerpointe Insurance Services, Ltd.
807 B Camarillo Springs Rd.
Camarillo, CA 93012
Business Description: Centerpointe Insurance Services, Ltd.
is an insurance broker specializing in
towing, collateral recovery, auto
transportation insurance.
Chapter 11 Petition Date: June 12, 2020
Court: United States Bankruptcy Court
Central District of California
Case No.: 20-10738
Judge: Hon. Martin R. Barash
Debtor's Counsel: William E. Winfield, Esq.
NELSON COMIS KETTLE & KINNEY LLP
300 East Esplanade Dr., Suite 1170
Oxnard, CA 93036
Tel: 805-604-4106
E-mail: wwinfield@calattys.com
Total Assets: $694,592
Total Liabilities: $5,059,365
The petition was signed by Marion E. Urcan, 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/b47GUO
CENTRAL DOVER: Seeks to Hire Kirby Aisner as Legal Counsel
----------------------------------------------------------
Central Dover Development Corporation seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Kirby Aisner & Curley, LLP as its legal counsel nunc pro tunc to
May 28.
Kirby Aisner & Curley will render the following services to
Debtor:
(a) give advice to Debtor with respect to its power and duty
and the continued management of its property and affairs;
(b) negotiate with creditors, work out a plan of
reorganization and take the necessary legal steps in order to
effectuate such a plan;
(c) prepare legal papers;
(d) appear before the bankruptcy court;
(e) attend meetings and negotiate with representatives of
creditors and other parties;
(f) represent Debtor in connection with obtaining
post-petition financing; and
(g) take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization.
The firm's attorneys and paraprofessionals will be paid at hourly
rates as follows:
Partners $425 - $525
Associates $295
Paraprofessionals $150
The firm received a retainer in the total amount of $27,000.
Dawn Kirby, Esq., at Kirby Aisner, disclosed in court filings that
the firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Dawn Kirby, Esq.
Kirby Aisner & Curley, LLP
700 Post Road, #237
Scarsdale, NY 10583
Telephone: (914) 401-9501
Email: dkirby@kacllp.com
About Central Dover Development
Central Dover Development Corporation owns a 167-acre tract of land
located at 247 Dover Furnace Road, Dover Plains, N.Y.
On May 28, 2020, Central Dover Development sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
20-35599). At the time of the filing, Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range.
Judge Cecelia G. Morris oversees the case. Kirby Aisner & Curley,
LLP is Debtor's legal counsel.
CHEVRON CORP.: Mulls Cutting Global Workforce Amid Restructuring
----------------------------------------------------------------
Reuters reports that oil producer Chevron Corp., the second largest
U.S. oil producer, plans to reduce its global workforce between 10%
to 15% as part of its ongoing restructuring efforts.
Previously, Chevron disclosed a 30% decrease in its 2020 spending
and some voluntary job cuts amid this year's sharp drop in oil
prices and lower demand for oil and gas due to the COVID-19
pandemic.
Chevron has been widely seen as the standard bearer of financial
discipline in the oil industry and was among the first to make
significant budget cuts as oil demand plummeted. In 2019, it
abandoned a takeover bid for Anadarko Petroleum Corp (NYSE:APC)
rather than get into a bidding war with Occidental Petroleum Corp
(N:OXY). Chevron pocketed a $1 billion break fee while Occidental
has faced investor wrath for its ill-timed deal.
Chevron, which has 45,000 employees, expects to remove about 10% to
15% of its global staff to "match projected activity levels,"
spokeswoman Veronica Flores-Paniagua confirmed.
U.S. crude oil prices (CLc1) have nearly halved in 2020 to about
$33 a barrel as the COVID-19 pandemic slashed travel and led to
stay-at-home orders that have cut oil demand by as much as 2
million barrels per day. In May 2020, it announced its plan to
reduce U.S. shale output by about 125,000 bpd.
The about 4,500 to 6,750 job cuts envisioned are to "address
current market conditions," with varying impact on each business
unit and region, said Flores-Paniagua. Most reductions will take
place this year. "This is a difficult decision and we do not take
it lightly," Flores-Paniagua said.
Chevron's proposed job cuts match those at oilfield service
companies and many smaller producers amid the price collapse.
"Most companies are looking to cut 10% of staff at a minimum," said
Jennifer Rowland, an energy analyst at Edward Jones.
A next round of selections for outplacement will take place in June
2020, according to a memo from Chevron Executive Vice President
Joseph Geagea viewed by Reuters. Reorganization at his technology,
products and services operation could be finished by the end of
October, he wrote.
Additional severance pay, a medical benefits subsidy and education
services will be available to U.S. employees who lose their
positions, he wrote.
In March 2020, Chevron began offering severance payments to some of
its U.S. oil exploration and production employees.
In 2019, it launched a major cost-cutting overhaul that has already
pared the number of units.
About Chevron Corporation
Based in San Ramon, California, Chevron Corporation (NYSE:CVX) is a
leading integrated energy company. Through its subsidiaries that
conduct business worldwide, the company is involved in virtually
every facet of the energy industry. Chevron explores for, produces
and transports crude oil and natural gas; refines, markets and
distributes transportation fuels and lubricants; manufactures and
sells petrochemicals and additives; generates power and produces
geothermal energy; and develops and deploys
technologies that enhance business value in every aspect of the
company's operations.
CHIMNEY HILL: Trustee Taps Nourmand as Real Estate Agent
--------------------------------------------------------
Jason Rund, the trustee appointed in the Chapter 11 case of Chimney
Hill Properties, Ltd., seeks approval from the U.S. Bankruptcy
Court for the Central District of California to retain Nourmand &
Associates as its real estate agent.
The main asset of the estate is an approximate 7,035 square foot
Beverly Hills residential estate located at 1013 N. Beverly Drive,
Beverly Hills, California 90210.
Rochelle Maize of Nourmand & Associates will procure and submit to
the Trustee offers to purchase the Property.
Nourmand & Associates values the property in the amount of
$15,995,000.
The agent will receive, upon consummation of any sales, a
commission equal to 4 percent of the purchase price.
Ms. Maize assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
The agent can be reached through:
Rochelle Maize
Nourmand & Associates, LLC
421 N Beverly Drive Ste 200
Beverly Hills, CA 90210
Tel: 310-274-4000
About Chimney Hill Properties
Chimney Hill Properties, Ltd. is a privately held real estate
company based in Beverly Hills, Calif. Its principal asset is a
luxury parcel of real property located at 1013 N. Beverly Drive.
Chimney Hill Properties sought Chapter 11 protection (Bankr. C.D.
Cal. Case No. 19-24257) on Dec. 5, 2019. At the time of the filing,
the Debtor disclosed assets of between $10 million and $50 million
and liabilities of the same range.
Judge Vincent P. Zurzolo oversees the case. The Debtor tapped
Friedman Law Group, P.C. and Shenson Law Group PC as its legal
counsel, and Hahn Fife & Company, LLP as its accountant.
Jason M. Rund was appointed as Debtor's Chapter 11 trustee. The
trustee is represented by the Law Office of Thomas H. Casey, Inc.
CIMTECH CORP: Seeks Approval to Hire Parsons Behle as New Counsel
-----------------------------------------------------------------
Cimtech Corp. seeks approval from the U.S. Bankruptcy Court for the
District of Utah to employ Parsons Behle & Latimer as its new legal
counsel.
Parsons Behle will substitute for Neilson Law, LLC, the firm
initially hired by Debtor to handle its Chapter 11 case.
The hourly rates for Parsons Behle attorneys who will primarily
render services to Debtor are as follows:
Brian Rothschild (Shareholder) $340
Darren Neilson (Of Counsel) $250
Paralegals $140 - $190
Project Assistants $85 - $115
The retainer fee is $15,000.
Darren Neilson, Esq., at Parsons Behle, disclosed in court filings
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Darren B. Neilson, Esq.
Parsons Behle & Latimer
201 South Main Street, Suite 1800
Salt Lake City, UT 84111
Telephone: (801) 532-1234
Facsimile: (801) 536-6111
Email: DNeilson@parsonsbehle.com
About Cimtech Corp.
Cimtech, Corp., a company that manufactures steel products from
purchased steel, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 20-20568) on Jan. 29,
2020. At the time of the filing, the Debtor disclosed $1,234,158 in
assets and $993,784 in liabilities. Judge Kevin R. Anderson
oversees the case.
CLEAN ENERGY: Gets $2M Financing Commitment from GHS Investments
----------------------------------------------------------------
Clean Energy Technology, Inc., entered into an Equity Financing
Agreement and Registration Rights Agreement with GHS Investments
LLC, a Nevada limited liability company. Under the terms of the
Equity Financing Agreement, GHS agreed to provide the Company with
up to $2,000,000 upon effectiveness of a registration statement on
Form S-1 filed with the U.S. Securities and Exchange Commission.
Following effectiveness of the Registration Statement, the Company
shall have the discretion to deliver puts to GHS and GHS will be
obligated to purchase shares of the Company's common stock, par
value $0.001 per share based on the investment amount specified in
each Put notice. The maximum amount that the Company will be
entitled to put to GHS in each Put notice shall not be less than
$10,000 nor exceed 200% of the average daily trading dollar volume
of the Company's Common Stock during the 10 trading days preceding
the put, so long as such amount does not exceed $400,000. Pursuant
to the Equity Financing Agreement, GHS and its affiliates will not
be permitted to purchase shares, and the Company may not request
Puts from GHS, that would result in GHS's beneficial ownership
equaling more than 4.99% of the Company's outstanding Common Stock.
The price of each share in a Put shall be equal to 80% of the
average of the lowest two closing prices for the 10 days prior to
the Put notice from the Company. Puts may be delivered by the
Company to GHS until (i) the earlier of 36 months after the date of
the Equity Financing Agreement, (ii) the date on which GHS has
purchased an aggregate of $2,000,000 worth of Common Stock under
the terms of the Equity Financing Agreement or (iii) such time the
Registration Statement is no longer in effect. In accordance with
the Equity Financing Agreement, the Company issued GHS 764,526
shares of its Common Stock which was equal to the Purchase Price as
of the execution date of the Equity Financing Agreement and is
obligated to issue $5,000 of Common Stock upon delivery of the
second and third Puts at the then applicable Purchase Price.
The Registration Rights Agreement provides that the Company shall
(i) use its best efforts to file with the Commission the
Registration Statement within 30 days of the date of the
Registration Rights Agreement; and (ii) use reasonable commercial
efforts to have the Registration Statement declared effective by
the Commission within 30 days after the date the Registration
Statement is filed with the Commission, but in no event more than
90 days after the Registration Statement is filed.
About Clean Energy
Headquartered in Costa Mesa, California, Clean Energy Technologies,
Inc. -- http://www.cetyinc.com-- designs, produces and markets
clean energy products and integrated solutions focused on energy
efficiency and renewables.
Clean Energy reported a net loss of $2.56 million for the year
ended Dec. 31, 2019, compared to a net loss of $2.81 million for
the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$4.31 million in total assets, $9.56 million in total liabilities,
and a total stockholders' deficit of $5.25 million.
Fruci & Associates II, PLLC, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated May 27,
2020, citing that the Company has a significant accumulated
deficit, net losses, and negative working capital and has utilized
significant net cash in operations. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
COMCAR INDUSTRIES: Proposes Sale of All CCC & CTTS Assets to CWI
----------------------------------------------------------------
Comcar Industries, Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to (i) authorize them
to enter into a definitive Purchase Agreement, which will include
the material terms set forth in the Letter of Intent, dated May 17,
2020, by and between the Debtors and certain of their subsidiaries
and affiliates, and CWI Logistics, LLC, for the private going
concern sale of substantially all of the assets of CCC
Transportation, LLC and Commercial Truck and Trailer Sales, Inc.;
and (ii) authorizing Comcar Industries, Inc. and certain relevant
affiliated Debtors to sell the real estate located in Auburndale,
Florida, at and commonly known as (a) 502, 548 Bridgers Ave., and
509 U.S. 92, (b) Charlotte Ave., and (c) 306 Old Winter Haven Rd.
(excluding real estate situated at SEC US Hwy 92 & Charlotte Rd.
Auburndale, Florida, the 45-acre undeveloped parcel).
In exchange for the Acquired Assets, the Purchaser will (i)
transfer all of CWI's right, title, and interest in and to the
trailers leased to Comcar by CWI and used in the CTL business, (ii)
assume of all monthly lease obligations for periods after closing
under Comcar’s lease of the Assumed Tractors and Rental Tractors,
or the leases for such tractors will be designated by Purchaser as
leases to be rejected by Comcar, and (iii) commit to offer
comparable employment to a substantial number of the employees of
CCC and CTTS and certain agreed-upon employees of Comcar situated
in Auburndale, with a view of avoiding WARN Act notification
requirements and effecting a reduction of Comcar’s liability for
severance, and other payroll related to employees to whom Purchaser
offers employment.
CCC transports concrete and related materials. It historically has
not operated on a cash-flow-positive basis and has been negatively
impacted by the current COVID-19 pandemic and stay-at-home orders.
CTTS was originally incorporated in Tampa, Florida in 1963 to
purchase equipment for the Company’s fleet. CTTS Repair has
evolved into a respected supplier of parts and repairs in the
Central Florida transportation industry. Currently, CTTS Repair
buys and sells parts and performs repairs from three locations:
Tampa, Florida, Orlando, Florida, and Auburndale, Florida.
CWI is majority owned by Mark Bostick. Bostick and CWI
collectively own less than 10% of the equity of Comcar. At least
until several weeks before the Petition Date when he resigned his
position, Bostick was technically an insider of Comcar as a
minority member of its Board of Directors. Bostick has been in
litigation with Comcar since 2018.
CWI is a party to an equipment lease covering in excess of 500
trailers operated by the Debtors. Prior to the Petition Date, CWI
and Bostick commenced arbitration proceedings against the Debtors
and their majority shareholder and senior secured term loan lender.
The claims asserted generally sounded in lack of good faith and
related claims arising out of a right of first opportunity granted
in the shareholders' agreement. After lengthy and costly
arbitration proceedings, the arbitrators awarded liability to the
plaintiffs and ordered a contractually required payment of $500,000
related to the removal of Bostick as Chairman of the Board of
Directors, but awarded no damages in relation to the claims
asserted relating to exercise of the option. The arbitration award
is the subject of an appeal pending as of the Petition Date.
CWI also has other claims against the Debtors based on real estate
and equipment leases and other transactions, to which the Debtors
would assert defenses. The Debtors also have other claims or
causes of action against Bostick or CWI, including potential
avoidance actions, to which Bostick and CWI would assert defenses.
Prior to the Petition Date, the Debtors began to explore strategic
transaction to recapitalize or restructure the business. To that
end, in March 2020, the Debtors engaged Bluejay Advisors, LLC as
investment banker to advise the Debtors with respect to strategic
alternatives. As part of that process, Bluejay prepared
confidential information memoranda for each of the Debtors'
business segments and conducted a marketing process. Despite their
efforts in the marketing process, the Debtors only received two
indications of interest and offers of value. However, one of the
parties lowered their offer and sought to impose closing expenses
on the Debtors that rendered the offer unacceptable.
Nevertheless, the Debtors engaged in negotiations and a diligence
process with both parties right up to the Petition Date. The
Letter of Intent contemplates that the trailers primarily used in
the CCC business under the CWI Equipment Lease would transfer to
the Purchaser and CWI’s right, title, and interest in and to the
trailers leased to Debtors by CWI and used in the business of
Debtor CTL Transportation, LLC would be transferred to the Debtors
free and clear as partial consideration for the transactions
contemplated by the Letter of Intent. The trailers leased to
Debtors by CWI and used in the CTL business are to be sold in
connection with the motion to sell substantially all of the assets
of CTL.
As a result of substantial arms'-length, good faith negotiations
between the Purchaser, Bostick, CWI, and the Debtors, the Purchaser
submitted the Letter of Intent. The releases contemplated by the
Letter of Intent release (a) any claims the Debtors may have
against Bostick to avoid and recover the $500,000 payment made in
respect of the arbitration award, (b) the Bostick arbitration claim
(in which damages of over $20 million were asserted), and related
litigation, and (c) certain other CWI claims related to past-due
real estate and equipment lease payments, loans, trailer rent, and
other charges, all subject to the terms and conditions set forth in
the Letter of Intent and to be set forth in the Definitive
Documentation. As the result of the foregoing concessions and
agreements by CWI and the Purchaser, the negotiations resulted in a
transaction structure that could close promptly on terms favorable
to the Debtors and allow the CTL transaction to close promptly on
favorable terms as well, subject to contemporaneous closing of the
transaction contemplated.
Given that (a) the Purchaser would be able to consummate the
private sale transaction sooner than if the Debtors subjected the
Acquired Assets to an auction, (b) thus far, there are no other
acceptable offers for the Acquired Assets, (c) the Letter of Intent
also constitutes a settlement of claims that are the subject of
pending and threatened litigation to which the Debtors and the
Purchaser, and their respective affiliates are party, and would
release substantially all other claims, and (d) nothing in the
Letter of Intent prohibits the Debtors from consummating any
alternative transaction that, in the Debtors' business judgement
will maximize the value of their estates, the Debtors in their
business judgment have determined that it is unlikely an auction
will lead to a higher or otherwise better bid for the Acquired
Assets. Accordingly, they ask to enter into the Definitive
Documents, pursuant to the terms of the Letter of Intent, and sell
the Acquired Assets and assign the Assumed Contracts to the
Purchaser, pursuant to a private sale, free and clear of all liens,
claims, encumbrances and other interests.
In accordance with Local Rule 6004-1, the Purchase Agreement, in
summary, provides as follows:
a. The Debtors are seeking approval for the sale of the
Acquired Assets to the Purchaser by private sale for the
Consideration to the Debtors, and upon the terms and conditions set
forth in the Letter of Intent.
b. In exchange for the Acquired Assets, the Purchaser will (i)
transfer all of CWI’s right, title, and interest in and to the
trailers leased to Comcar by CWI and used in the CTL business, (ii)
assume of all monthly lease obligations for periods after closing
under Comcar’s lease of the Assumed Tractors and Rental Tractors,
or the leases for such tractors will be designated by Purchaser as
leases to be rejected by Comcar, and (iii) commit to offer
comparable employment to a substantial number of the employees of
CCC and CTTS and certain agreed-upon employees of Comcar situated
in Auburndale, with a view of avoiding WARN Act notification
requirements and effecting a reduction of Comcar’s liability for
severance, and other payroll related to employees to whom Purchaser
offers employment.
c. The sale will be free and clear of all claims, liens,
encumbrances and interests with all such liens to attach to the net
cash proceeds of the sale of the Acquired Assets in the order of
their priority and to the extent and validity as of immediately
prior to such sale.
d. The Acquired Assets include the business and operating
assets of or primarily used in the business of CCC.
e. Concurrently with the Closing, the Parties will enter into
short-term leases for the Nonresidential Real Property located in
(a) St. Gabriel, Louisiana, (b) Mobile, Alabama, (c) Jacksonville,
Florida, and (d) Tampa, Florida. Concurrently with the Closing,
Buyer will enter into an agreement for the rental of parking spaces
at a drop yard in Atlanta, Georgia. Concurrently with the Closing,
the Parties shall, to the extent permitted by the master lease,
enter into a sublease for the leased facility located in Angleton,
Texas, for 30 days and containing customary terms. The Parties will
negotiate the definitive documents for the foregoing leases in good
faith.
f. The Purchaser will pay any cure costs, if applicable,
associated with any Service Contracts that the Purchaser designates
to be Assumed Contracts.
g. The Purchase Agreement will provide for usual and customary
conditions precedent for transactions of this nature, including,
but not limited to, receipt of third-party consents and approvals.
Such conditions will also include (1) the Releases (described
below), (2) the sale of CTL provided that Debtors receive gross
proceeds of at least $9 million (or such lesser amount as
Debtors may approve in their sole discretion), which condition is
waivable by Debtors in their sole discretion.
h. The Purchase Agreement will contain competitive bidding
protections for the Purchaser, including a break-up fee should the
Debtors exercise their right to a fiduciary out before the Sale
Hearing. The break-up fee for an alternative transaction will be
the reimbursement of expenses up to a cap of $150,000 payable only
out of the proceeds derived from the consummation of an alternative
transaction. Through this Motion, the Debtors seek approval of
such protections. The proposed sale is subject to the Debtors
exercising their fiduciary duties should another higher or
otherwise better offer be submitted.
i. All Liens will attach to the proceeds, which will be
distributed pursuant to the Sale Order or further order of the
Court.
j. The Debtors are not asking to sell the Premises free and
clear of any unexpired leasehold interests or other rights.
k. The Letter of Intent does not contemplate a right to credit
bid, except as it may relate to the CWI Equipment Lease aspect of
the transactions.
l. The Debtors are asking relief from the 14-day stay imposed
by Bankruptcy Rule 6004(h) for the private sale.
Pursuant to the procedures that will be set forth in the Purchase
Agreement, the Purchaser will designate certain executory contracts
related to the CCC and CTTS Repair Business that the Debtors will
be required to assume and assign, along with all obligations
thereunder, to the Purchaser. The assumption of the Assumed
Contracts is required so that they may be assigned to the Purchaser
pursuant to the Purchase Agreement.
No later than seven business days prior to the hearing on the
Motion, the Debtors will serve the Notice of Potential Assumption,
on all parties to the Assumed Contracts.
The proposed transaction with the Purchaser has both sale and
settlement features, with the settlement terms providing additional
consideration to the Debtors for the assets to be transferred. By
agreeing to facilitate the transfer of trailers to the Debtors
(conditioned upon the contemporaneous closing of the instant
transaction), CWI will remove potential delays and obstacles to the
CTL Sale. Further, by consenting to the other proposed sales, no
potential purchaser need be concerned about Bostick's ROFO rights
or his exercise of any rights that could result in an uneven
playing field for the purchase of all or any portion of the
Debtors' assets. By settling the arbitration action, the Debtors
will avoid incurring additional legal fees and the risk of reversal
on appeal and the possible award of damages to Bostick, which
damages were asserted to be in excess of $20 million. Other claims
for past-due rent, loans, charges, and similar advances in the
approximate amount of $2.93 million will also be released. The
Debtors' potential avoidance action to recover the 2019 Bostick
Chairman removal payment, which is disputed by Bostick, will be
released as well.
The Debtors respectfully ask that the Court waives the 14-day stay
period under Bankruptcy Rule 6004(h). Timely consummation of the
proposed sale is of critical importance to both the Debtors and the
Purchaser, and is vital to the Debtors' efforts to maximize the
value of the Debtors’ estates. Accordingly, the Debtors ask that
the Court waives the 14-day stay period under Bankruptcy Rule
6004(h).
A copy of the Letter of Intent is available at
https://tinyurl.com/ybakkr9v from PacerMonitor.com free of charge.
A hearing on the Motion is set for June 19, 2020 at 10:00 a.m.
(ET). The objection deadline is June 12, 2020 at 4:00 p.m. (ET).
About Comcar Industries
Comcar Industries -- https://comcar.com/ -- is a transportation and
logistics company headquartered in Auburndale, Fla., with over 40
strategically-located terminal and satellite locations across the
United States.
On May 17, 2020, Comcar Industries and related entities sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11120). In
the petitions signed by CRO Andrew Hinkelman, Comcar Industries was
estimated to have $50 million to $100 million in assets and
liabilities as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the presiding judge.
The Debtors tapped DLA Piper LLP (US) as counsel; FTI Consulting,
Inc. as financial advisor; and Bluejay Advisors, LLC as investment
banker. Donlin Recano & Company, Inc. is the claims agent.
COMET CLOTHING: Case Summary & 18 Unsecured Creditors
-----------------------------------------------------
Debtor: The Comet Clothing Company, LLC
6117 Blue Circle Drive, Suite 100
Minnetonka, MN 55343
Business Description: The Comet Clothing Company, LLC is a
is an apparel & fashion company based out of
Minnetonka, Minnesota.
Chapter 11 Petition Date: June 12, 2020
Court: United States Bankruptcy Court
District of Minnesota
Case No.: 20-41592
Judge: Hon. William J. Fisher
Debtor's Counsel: Paul L. Ratelle, Esq.
FABYANSKE, WESTRA, HART & THOMSON, PA
333 South Seventh Street, Suite 2600
Minneapolis, MN 55402
Tel: (612) 359-7600
E-mail: pratelle@fwhtlaw.com
Debtor's
Financial
Consultant &
Advisor: GO INTELLECTUAL CAPITAL, LLC
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Truax, CEO.
A copy of the petition containing, among other items, a list of the
Debtor's 18 unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/gwVl86
CONNEAUT LAKE PARK: Closes Down, Lacks Funds During Pandemic
------------------------------------------------------------
Jim Martin, writing for Goerie.com, reports that the trustees of
the publicly-owned amusement park Conneaut Lake Park announced the
closure of the park for the 2020 summer season. The trustees
announced the park closure on May 26, 2020.
The 128-year-old park is operating under terms of Chapter 11
bankruptcy. Park trustees said in a letter posted on the park's
website that they have been in touch with their secured creditors
regarding the bankruptcy plan.
Although Crawford County is scheduled to move to the green phase of
Gov. Tom Wolf's reopening plan on May 29, 2020, trustees said they
have been given no guidance over whether amusement parks are even
allowed to operate in that phase.
According to the trustees, "Moving to the green phase only allows
businesses to operate at 50 percent capacity. Compounding this are
social distancing protocols and sanitation requirements, all
resulting in a diminished operations model that would require
resources the park simply does not have while working its way out
of bankruptcy."
Trustees also cited concerns over increased liability costs for
parks operating during a pandemic.
According to the letter from trustees: "This decision was not made
lightly and has been incredibly difficult and frustrating for all
involved."
Trustees said they look forward to the park's return for the 2021
season.
About Conneaut Lake Park
Conneaut Lake Park is a summer amusement resort, located in
Conneaut Lake, Pennsylvania.
Trustees of Conneaut Lake Park, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Pa. Case No. 14-11277) in Erie, Pennsylvania,
on Dec. 4, 2014. The case is assigned to Judge Thomas P. Agresti.
The Debtor was estimated to have assets and debt of $1 million to
$10 million.
Trustees of Conneaut Lake Park filed for bankruptcy protection less
than 20 hours before the Crawford County amusement park was
scheduled to go to sheriff's sale for almost $930,000 in back taxes
and related fees.
The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm,
in Pittsburgh, as counsel.
COPPER BULL: Seeks to Hire ALoyal Vision as Accountant
------------------------------------------------------
The Copper Bull, LLC, seeks authority from the US Bankruptcy Court
for the Northern District of Florida to hire ALoyal Vision LLC as
its accountants.
Professional service Aloyal is to render are:
a. assistance with the preparation and filing of federal and
state tax returns;
b. preparation of bank statement reconciliations on a monthly
basis and prepare monthly financial statements;
c. assistance with review of reports or filings as required by
the Trustee or the Office of the U.S. Trustee, including without
limitation, schedules of assets and liabilities, statements of
financial affairs and monthly operating reports; and
d. other such functions as requested, including direct
supervision of bookkeepers or others employed to perform or assist
in the day-to-day financial operations and reporting of the Debtor.
ALoyal Vision's fee for tax services is $1,200. The billing would
require the first payment of 50 percent due with the executed
proposal, with the final 50% due upon completion of the tax return
and before the tax return will be electronically filed.
Aloyal knows of no conflicts of interest between the work to be
performed and any of the creditors, according to court filings.
The firm can be reached through:
Karen M. Aloy,CPA
ALoyal Vision LLC
PO Box 6423 Navarre FL 32566
Tel:(850) 232-8843
Fax: (305) 421-0515
About The Copper Bull, LLC
Based in Navarre, Florida, The Copper Bull, LLC, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No.
20-30179) on Feb. 27, 2020, listing under $1 million in both assets
and liabilities. Carrie Cromey, Esq. at CROMEY LAW, P.A.,
represents the Debtor as counsel.
COSTA HOLLYWOOD: Seeks OK of June 2020 Cash Collateral Budget
-------------------------------------------------------------
Costa Hollywood Property Owner, LLC seeks authorization from the
U.S. Bankruptcy Court for the Southern District of Florida to
continue using cash collateral for those purposes and in the
amounts set forth in the June 2020 Budget, thereby extending the
previously Court-approved budget that expired on May 31.
The Debtor also seeks Court approval to obtain additional funds
from the Secured Lender (777 North Ocean Drive, LLC) in a total
amount not to exceed $109,432, to cover the shortfalls of the June
2020 Budget.
As of the Petition Date, the principal amount owed to Secured
Lender is not less than $47,098,758 plus interest, secured by a
first-priority lien on and security interest on the Debtor's
Property.
The Debtor proposes to provide the Secured Lender a valid, binding,
continuing, enforceable, fully-perfected, non-avoidable first
priority liens and/or replacement liens on, and security interest
in, all of the Debtor's Property (commonly known as 327 & 319
Pierce Street and 330 & 348 Indiana Street, Hollywood, FL 33019),
to the same extent that such liens and security interests existed
prepetition and subject to any valid, perfected, non-avoidable
senior liens existing as of the Petition Date, and all
post-petition assets of the Debtor of the same type and nature as
the Debtor's Property, and the proceeds thereof.
A copy of the Motion is available for free at https://is.gd/8t9i6H
from PacerMonitor.com.
About Costa Hollywood
Costa Hollywood Property Owner, LLC --
https://www.costahollywoodresort.com/ -- is a privately held
company in the traveler accommodation industry. The Company owns
and operates Costa Hollywood Beach Resort, a resort hotel in
Hollywood Beach, Florida. Costa Hollywood Beach Resort offers rooms
and suites featuring an elevated design aesthetic and luxe decor.
The Company sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 19-22483) on Sept. 19, 2019. In
the petition signed by Moses Bensusan, manager and sole member, the
Company was estimated to have assets ranging from $50 million to
$100 million and liabilities of the same range. The Hon. Raymond
B. Ray is the case judge. Peter D. Russin, Esq. at MELAND RUSSIN &
BUDWICK, P.A., serves as the Company's bankruptcy counsel.
CPG INTERNATIONAL: S&P Places 'B' ICR on CreditWatch Positive
-------------------------------------------------------------
S&P Global Ratings placed all its ratings on Illinois-based
building products manufacturer CPG International LLC d/b/a The Azek
Co., including the 'B' issuer credit rating on CreditWatch with
positive implications. The rating agency expects to resolve the
CreditWatch placement once the IPO (launched on June 08, 2020)
closes.
CPG plans to raise about $577 million of equity from the IPO. The
company intends to use the net proceeds from this offering to
redeem its unsecured notes and prepay a portion of its senior
secured term loan. The IPO proceeds will accelerate the company's
deleveraging efforts and S&P now expects adjusted leverage will be
between 4x and 5x.
S&P placed the rating on CreditWatch based on the proposed debt
reduction, which materially reduces the company's overall debt
burden. The company intends to use $577 million of the expected net
IPO proceeds to redeem its 9.5% $350 million outstanding unsecured
notes and prepay about $198 million of its $804 million outstanding
senior secured term loan due 2024.
For the 12 months ended March 31, 2020, CPG's adjusted debt to
EBITDA was 6.8x. Pro forma for the proposed debt reduction,
adjusted debt to EBITDA will improve drastically to about 4x (by
about three turns). However, the softness in demand because of the
recessionary macroeconomic conditions will negatively affect the
company's earnings and cash flow generation, particularly for the
second half of this fiscal year.
Revenues and earnings in April and May have been only modestly
affected so far, but S&P still expects the company's performance
for the full year to deteriorate. S&P now expects, over the next 12
months, adjusted leverage to be at the higher end of the 4x to 5x
range (after the proposed debt pay down) and EBITDA interest
coverage to be above 2x, compared with the rating agency's prior
expectations of adjusted leverage in the 7x-8x range and EBITDA
interest coverage at or below 2x.
S&P continues to view the company as financial-sponsor owned.
Post-IPO, the existing private equity owners Ares Management and
Ontario Teachers' Pension Plan will still have more than 40%
ownership in CPG. And therefore S&P continues to view the company
as financial sponsor owned.
"We expect to resolve the CreditWatch placement once the IPO
closes, which will be within the next 90 days. We may raise the
rating by one notch if the IPO is completed and the proposed debt
reduction is executed, such that adjusted debt to EBITDA improves
to the 4x-5x range and EBITDA interest coverage rises above 2x. We
may affirm the ratings if the company is unable to close the IPO
and/or we expect adjusted leverage to remain in line the previous
expected range of 7x-8x," S&P said.
CRITTENDEN E.M.S: Taps Robertson Law Firm as Legal Counsel
----------------------------------------------------------
Crittenden E.M.S., LLC received approval from the U.S. Bankruptcy
Court for the Eastern District of Arkansas to employ Robertson Law
Firm as its legal counsel.
Robertson Law Firm will provide the following services to Debtor:
(a) prepare all schedules and other pleadings required to be
filed in Debtor's Chapter 11 case;
(b) negotiate creditor claims and file objections when
proper;
(c) seek authorization for Debtor's use of collateral;
(d) represent Debtor in connection with all motions filed in
its bankruptcy case;
(e) assist Debtor in identifying assets of its bankruptcy
estate, including potential causes of action;
(f) represent Debtors in connection with any sales of its
assets; and
(g) assist Debtor in formulating, drafting and presenting a
plan of reorganization and disclosure statement.
Jeannette Robertson, Esq., the firm's attorney who will be
providing the services, will charge an hourly fee of $350. Her
legal assistant, Martha Gilpatrick, will be paid at a rate of $15
per hour.
The firm received a retainer of $25,000 from Debtor.
Ms. Robertson disclosed in court filings that she is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jeannette A. Robertson
Robertson Law Firm
408 W. Jefferson, Suite A
Jonesboro, AR 72401
Telephone: (870) 932-6606
About Crittenden E.M.S.
Crittenden E.M.S., LLC, a company that operates in the health care
business, sought Chapter 11 protection (Bankr. E.D. Ark. Case No.
20-11155) on March 2, 2020. At the time of the filing, Debtor
disclosed assets of between $1 million and $10 million and
liabilities of the same range. Judge Phyllis M. Jones oversees the
case. Jeannette A. Robertson, Esq., at Robertson Law Firm, is
Debtor's legal counsel.
DEAN & DELUCA: Taps Saul Ewing Arnstein as Special Counsel
----------------------------------------------------------
Dean & DeLuca New York, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Saul Ewing Arnstein & Lehr, LLP as special counsel.
Saul Ewing will represent Debtors in matters adverse to their
former director, Charles Finch, or any entity he owns or controls.
The firm will also handle matters in which Brown Rudnick LLP,
Debtors' bankruptcy counsel, has a conflict of interest.
The attorneys expected to be primarily responsible for representing
Debtors will be paid at hourly rates as follows:
Mark Minuti, Partner $760
Monique B. DiSabatino, Partner $450
Melissa A. Martinez, Associate $315
The firm's hourly rates for other attorneys and professionals are
as follows:
Partners $410 - $1025
Special Counsel $395 - $850
Associates $260 - $475
Paraprofessionals $125 - $370
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Monique
DiSabatino, Esq., at Saul Ewing, made the following disclosures:
1. Saul Ewing did not agree to a variation of its standard or
customary billing arrangements for its employment with Debtors.
2. No professional at Saul Ewing varied his rate based on the
geographic location of Debtors' bankruptcy cases.
3. Debtors will be approving a prospective budget and staffing
plan for Saul Ewing's engagement for the post-petition period. In
accordance with the U.S. Trustee Guidelines, the budget may be
amended as necessary to reflected changed or unanticipated
developments.
Ms. DiSabatino disclosed in court filings that her firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Monique B. DiSabatino, Esq.
Saul Ewing Arnstein & Lehr, LLP
1201 N. Market Street, Suite 2300
Wilmington, DE 19801
Telephone: (302) 421-6800
Facsimile: (302) 421-6813
Email: monique.disabatino@saul.com
About Dean & Deluca New York
Dean & DeLuca New York, Inc. is a multi-channel retailer of premium
gourmet and delicatessen food and beverage products under the Dean
& DeLuca brand name. It traces its roots to the opening of the
first Dean & DeLuca store in the Soho district of Manhattan, New
York City by Joel Dean and Giorgio DeLuca in 1977.
Affiliate Dean & DeLuca, Inc. was incorporated in Delaware in 1999.
On Sept. 29, 2014, Pace Development Corporation, through its wholly
owned subsidiary, Pace Food Retail Co., Ltd., acquired 100% of the
shares of Dean & DeLuca, Inc. from its then shareholders.
Dean & DeLuca New York and six affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-10916) on March 31, 2020. At the time of the filing, Debtors had
estimated assets of between $10 million and $50 million and
liabilities of between $100 million and $500 million.
Debtors tapped Brown Rudnick LLP as their legal counsel, Stretto as
claims and noticing agent, and Saul Ewing Arnstein & Lehr LLP as
special counsel.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in Debtors' bankruptcy cases. The committee is
represented by Arent Fox, LLP.
DELMAR PHARMACEUTICALS: Will Acquire Adgero Biopharmaceuticals
--------------------------------------------------------------
DelMar Pharmaceuticals, Inc., and Adgero Biopharmaceuticals
Holdings, Inc. have entered into a definitive merger agreement
pursuant to which DelMar will acquire Adgero, a privately held
biopharmaceutical company focused on the development of its late
stage photodynamic therapy platform for the treatment of serious
cutaneous oncology indications. In an all-equity transaction,
Adgero stockholders will receive shares of DelMar common stock for
shares of Adgero common stock.
Upon completion of the merger, current DelMar and Adgero
stockholders will own 50.5% and 49.5% of the total voting power of
the combined company, respectively, exclusive of securities to be
issued in a financing to occur prior to the merger closing, as well
as compensation payable in connection with the merger and the
financing. Subject to stockholder approval of both companies and
other closing conditions, the transaction is expected to close in
the third quarter of 2020, at which time DelMar is expected to
change its name to Kintara Therapeutics, Inc. and trade on Nasdaq
under the new ticker symbol "KTRA."
This combination brings together DelMar's first-in-class,
DNA-targeting chemotherapeutic with proven anti-cancer activities
with Adgero's photodynamic therapy platform. The combined company
expects to benefit from complementary capabilities along with
greater financial resources and flexibility to engage in a wide
range of research and development activities that the companies
believe will ultimately result in the creation of sustainable
long-term growth.
"The acquisition of Adgero by DelMar positions the combined company
for long-term corporate growth and increased shareholder value by
bringing together DelMar's oncology therapeutic candidate, VAL-083,
and Adgero's REM-001 photodynamic therapy with a lead indication in
CMBC," commented Saiid Zarrabian, president and chief executive
officer of DelMar. "This acquisition is the result of an extensive
search for a suitable oncology therapy and provides the combined
company with a diversified, late-stage oncology pipeline. During
the next 12-18 months, we expect to achieve significant clinical
milestones, driven by a seasoned leadership team that will bolster
our oncology drug development expertise."
Mr. Zarrabian continued, "The clinical data from Adgero's REM-001
has demonstrated significant anti-tumor efficacy to date, with 80%
complete responses reported across four studies in CMBC, and we
believe it will be a valuable late-stage pipeline complement to
DelMar's VAL-083 as we prepare for the GBM AGILE registration
study."
John Liatos, interim chief executive officer and chief financial
officer of Adgero, added, "This combination provides us with the
opportunity to not only deepen our pipeline but also strengthen our
oncology drug development expertise and capabilities. Furthermore,
our enthusiasm to merge with DelMar was reinforced by the Global
Coalition for Adaptive Research's (GCAR) invitation to include
VAL-083 in its GBM AGILE pivotal study for the treatment of
newly-diagnosed and recurrent GBM. This is an important milestone
with the potential to greatly reduce VAL-083’s development
timeline and speaks to the potential of VAL-083 given that only a
limited number of drug candidates will be invited to participate in
the study. On our end, we are tremendously proud of the progress
we have accomplished to date and through this combination, we look
forward to creating a highly focused oncology company that can
develop new therapies to help physicians and patients combat
cancers where current treatment options are limited."
Strategic Rationale for the Merger:
* Creates a diversified, late-stage oncology company with two
Phase 3-ready products that target rare, unmet medical needs
in oncology;
* Combined robust development efforts to date with an estimated
$300 million invested in the development of DelMar's VAL-083
and Adgero's REM-001, both of which have demonstrated anti
-tumor activity in clinical trials and possess a large
patient safety database;
* Potential future pipeline expansion opportunities with an
existing Orphan designation and an approved IND in ovarian
cancer, and existing Orphan designations in basal cell
carcinoma nevus syndrome and hemodialysis grafts; and
* Bolstered oncology drug development expertise by the
combination of DelMar and Adgero leadership is instrumental
for the further clinical development of VAL-083 and REM-001.
Anticipated Late-stage Clinical Milestones Over the Next 12-18
Months*:
* Report at various oncology meetings, including the American
Association for Cancer Research Virtual Annual Meeting II
being held June 22-24, 2020;
* Top-line results from VAL-083's Phase 2 study in newly-
diagnosed GBM;
* Top-line results from VAL-083’s Phase 2 study conducted at
the MD Andersen Cancer Center in recurrent GBM;
* Top-line results from VAL-083’s Phase 2 study conducted at
the MD Andersen Cancer Center in adjuvant GBM;
* Initiation of patient enrollment into the VAL-083 arm of the
Global Coalition for Adaptive Research's GBM AGILE
registrational study in newly-diagnosed and recurrent GBM
patients; and
* REM-001 confirmatory trial results in CMBC
*(subject to financing proceeds available to the combined company)
Organizational Structure
Following the close of the transaction, Saiid Zarrabian, DelMar's
president and chief executive officer, will continue to serve as
president and chief executive officer, John Liatos, Adgero's
interim chief executive officer and chief financial officer, will
serve as senior vice president, business development, Scott Praill,
DelMar's chief financial officer, and Dennis Brown, DelMar's chief
scientific officer, will each continue to serve in their respective
capacities, and Steve Rychnovsky, Adgero's vice president,
operations and product development will serve as vice president,
research and development.
The combined Company's Board of Directors will consist of seven
directors, four of which will be designated by DelMar, two of which
will be nominated by Adgero and approved by DelMar, and the
remaining director will be mutually agreed upon by DelMar and
Adgero.
Merger Process Overview and Financial Rationale
Each outstanding share of Adgero common stock will be converted
into shares of DelMar common stock at an exchange ratio such that
current DelMar and Adgero stockholders will own 50.5% and 49.5% of
the total voting power of the combined company, respectively, upon
completion of the merger and exclusive of (i) securities to be
issued in a financing to occur prior to the merger closing and (ii)
compensation payable in connection with the merger and the
financing. Each of the 1,470,092 outstanding warrants to purchase
Adgero's common stock will be exchanged for a warrant to purchase
DelMar common stock as calculated based on the Exchange Ratio,
resulting in a total of 2,299,036 additional DelMar warrants
outstanding. Each outstanding Adgero stock option, whether vested
or unvested, that has not been exercised will be cancelled for no
consideration as it is anticipated that none of the options will be
in-the money at the time of the merger.
The transaction has been unanimously approved by the Boards of
Directors of DelMar and Adgero. The transaction is subject to
customary closing conditions, including, among others, approval by
the stockholders of each company, the closing on a minimum $10
million financing, and DelMar's continued listing on the Nasdaq
Capital Market, and is expected to close in third quarter of 2020.
Additionally, the transaction has the support from each of
thedirectors and executive officers of DelMar and Adgero.
Lowenstein Sandler LLP acted as external legal counsel to DelMar
and Ladenburg Thalmann & Co. Inc. provided a fairness opinion to
DelMar. Gracin & Marlow, LLP acted as external legal counsel to
Adgero.
About DelMar
Headquartered in San Diego, California, DelMar Pharmaceuticals,
Inc. -- http://www.delmarpharma.com/-- is a clinical stage,
biopharmaceutical company focused on the development and
commercialization of new cancer therapies for cancer patients who
have limited or no treatment options.
DelMar reported a net and comprehensive loss of $8.05 million for
the year ended June 30, 2019, following a net and comprehensive
loss of $11.14 million for the year ended June 30, 2018. For the
three months ended Sept. 30, 2019, the Company reported a loss
of$1,605,871 and negative cash flow from operations of $2,266,146.
As of Sept. 30, 2019, the Company had an accumulated deficit of
$62,188,351 and cash and cash equivalents on hand of $8,060,039.
On Sept. 26, 2019, the Nasdaq Staff notified the Company that it
did not comply with the minimum $1.00 per share bid price
requirement for continued listing, as set forth in Nasdaq Listing
Rule 5550(a)(2), and the Company has 180 calendar days, or until
March 24, 2020, to regain compliance. The closing bid price of our
securities must be at least $1.00 per share for a minimum of ten
consecutive business days to regain compliance. On March 25, 2020,
DelMar received written notice from the Listing Qualifications
Department of The Nasdaq Capital Market LLC confirming the
Company's eligibility for continued listing of its common stock on
Nasdaq pursuant to an extension through Sept. 21, 2020, subject to
the condition that the Company wil have demonstrated a closing bid
price of $1.00 per share, or more, for a minimum of ten consecutive
business days by Sept. 21, 2020.
On April 20, 2020, the Company received a notification letter from
Nasdaq stating that, in response to the current extraordinary
market conditions, Nasdaq had filed a rule change with the
Securities and Exchange Commission to suspend the compliance period
for the minimum closing bid price requirement from April 16, 2020
through June 30, 2020. As a result, the Company has until Dec. 7,
2020 to regain compliance.
DIAMOND OFFSHORE: To Negotiate With Bondholders on Plan
-------------------------------------------------------
Jeremy Hill, writing for Bloomberg Law, reports that Diamond
Offshore Drilling Inc. is working for the finalization of its new
business plan as its negotiates with creditors, an attorney for the
company said in a hearing. Robert Britton of Paul Weiss Rifkind
Wharton & Garrison saidt the Company is in talks with advisers to a
group of bondholders on terms of a non-disclosure agreement that
will facilitate negotiations on a Chapter 11 exit strategy,
according to a presentation given in the hearing.
About Diamond Offshore Drilling
Diamond Offshore Drilling, Inc. -- http://www.diamondoffshore.com/
-- provides contract drilling services to the energy industry
around the globe with a fleet of 15 offshore drilling rigs,
consisting of four drillships and 11 semi-submersible rigs,
including two rigs that are currently cold stacked. The Company's
current fleet excludes the Ocean Confidence, which it expects to
complete the sale of in the first quarter of 2020. It employs 2,500
people and has revenue of $981 million in 2019.
As of Dec. 31, 2019, the Company had $5.83 billion in total assets,
against $2.60 billion in total liabilities.
On April 26, 2020, Diamond Offshore and its affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32307).
The Hon. David R. Jones is the case judge.
The Company's bankruptcy advisers include investment banker Lazard
Freres & Co. LLC.; financial advisor Alvarez & Marshall North
America LLC; and attorneys Porter Hedges LLP and Paul, Weiss,
Rifkind, Wharton & Garrison LLP. Prime Clerk LLC is the claims
agent.
DIOCESE OF BUFFALO: AWF Buying Olean Property for $150K
-------------------------------------------------------
The Diocese of Buffalo, N.Y., asks the U.S. Bankruptcy Court for
the Western District of New York to authorize the sale of the real
property located at 208 N. 24th Street, Olean, New York to
Archbishop Walsh Foundation ("AWF") for $150,000, pursuant to their
Purchase Agreement.
The Property is commonly known as Archbishop Walsh Academy and its
improvements include existing school buildings, a chapel, garages
and parking areas, driveways, athletic fields and green space. The
Improvements on the Property were constructed more than 60 years
ago by the Diocese for use as a Catholic high school serving the
community of Olean, New York. The nature of the Improvements are
such that the Property is a special use facility that is not
readily adaptable to any other use.
The operations of Archbishop Walsh Academy have, for many years,
been conducted by Archbishop Walsh High School ("AWHS"), a New York
educational corporation. On April 10, 1992, the Diocese entered
into a lease agreement with AWHS for a 50-year term, specifying
that AWHS is to operate an independent non-profit private Catholic
school that abides by, follows and adheres to the doctrines,
tenets, rules and regulations of the Roman Catholic Church and the
rules and regulations of the Diocese. Pursuant to the Lease
Agreement, both the Diocese and AWHS retain termination rights
should AWHS cease to operate a private, non-profit Catholic school
on the Property.
AWF is a New York not-for-profit corporation that was formed for
the purpose of supporting the educational and charitable mission of
AWHS. It is within its organizational purposes to, among other
things, engage in fundraising to support AWHS’s mission and
purposes, and hold property that is used by AWHS.
Prior to the Petition Date, AWF and AWHS approached the Diocese
asking to purchase the Property in furtherance of their charitable
and educational purposes. Specifically, AWF and AWHS have informed
the Diocese that ownership of the Property will enhance their
ability to engage in fundraising to support their purposes.
However, AWF and AWHS have found that donors are reluctant to make
gifts in support of such repairs and improvements while AWF holds
only a leasehold interest.
The sale of the Property arises from the exercise of a contractual
right in the Lease Agreement which permits AWHS to purchase the
Property during the term of the Lease for its appraised value at
the time when the right is exercised. Pursuant to the Lease
Agreement, if the Purchase Option is exercised, the terms of the
sale and purchase are to be those contained in the standard Real
Estate Contract for Residential Use published by the Erie County
Bar Association, except that the purchasing party will accept the
Property in "as is" condition. The Diocese, the AWF and AWHS
executed a purchase and sale agreement dated Dec. 3, 2019 which
complies with such requirements and assigns the Purchase Option to
the AWF.
In determining the appropriate appraised value of the Property, the
Parties secured an appraisal from Emminger, Newton, Pigeon & Magyar
Inc., dated Aug. 23, 2019, which assessed the "as-is" value of the
Property at $150,000. Among other considerations, the condition of
the Property, including the need for a complete replacement of the
roof on the school building, was a factor in the appraiser's
determination of value.
In addition to the necessary replacement of the roof, the chapel on
the property is in a significant state of disrepair, and must be
razed. The cost of razing the chapel is unknown at this time, but
would likely further reduce the value of the Property.
The Diocese believes that the sale of the Property to AWF
represents the best and only opportunity to realize value from the
Property for the Diocese’s bankruptcy estate, as, without an
intervening terminating event under the Lease Agreement, the
Diocese is likely unable realize any monetary benefit from the
Property until 2041. Accordingly, the Diocese has filed the Motion
to facilitate the delivery of clear title to AWF and, in connection
therewith, to bring the proceeds from the sale of the Property into
the bankruptcy estate. Upon receiving approval from the Court, the
Diocese will sell the Property to AWF for $150,000, as contemplated
in the Purchase Agreement, free and clear of Interests.
Finally, the Diocese asks that the Court waives the stay period
under Bankruptcy Rule 6004(h). Moreover, in the event any party
does appeal the order, the Diocese respectfully submits that the
order should not be stayed pending such appeal unless the appellant
posts a bond in favor of the Diocese in an amount no less than the
total consideration to be received under the Purchase Agreement.
A copy of the Agreements is available at
https://tinyurl.com/y8dlu6ku from PacerMonitor.com free of charge.
About The Diocese of Buffalo
The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics
over eight counties in Western New York. The territory of the
diocese is co-extensive with the counties of Erie, Niagara,
Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus and Allegany in
New York State, comprising 161 parishes. There are 144 diocesan
priests and 84 religious priests who reside in the Diocese.
The diocese through its central administrative offices (a) provides
operational support to the Catholic parishes, schools and certain
other Catholic entities that operate within the territory of the
Diocese "OCE"; (b) conducts school operations through which it
provides parish schools with financial and educational support; (c)
provides comprehensive risk management services to the OCEs; (d)
administers a lay pension trust and a priest pension trust for the
benefit of certain employees and priests of the OCEs; and (e)
provides administrative support for St. Joseph Investment Fund,
Inc.
Dealing with sexual abuse claims, the Diocese of Buffalo sought
Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb.
28, 2020. The diocese was estimated to have $10 million to $50
million in assets and $50 million to $100 million in liabilities as
of the bankruptcy filing.
The Hon. Carl L. Bucki is the case judge.
Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is
the diocese's counsel and Phoenix Management Services, LLC is its
financial advisor. Stretto is the claims agent, maintaining the
page https://case.stretto.com/dioceseofbuffalo/docket.
DIOCESE OF BUFFALO: Taps Tucker Group as Communications Consultant
------------------------------------------------------------------
The Diocese of Buffalo, N.Y. seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to employ The
Tucker Group, LLC as its communications consultant.
Tucker Group will provide the following services:
(a) develop a unifying framework to proactively communicate to
the public regarding Diocesan operations and initiatives, including
addressing and responding to traditional and social media
coverage;
(b) audit and assess all current messaging and channels, in
collaboration with the diocese's Communications and other
departments;
(c) conduct (in cooperation with the Vicar General) a gap
analysis of communication effectiveness – assessing capabilities,
resources and deficiencies with the aim of determining specific
mitigating actions;
(d) lead or participate in coordination calls with Diocesan
leadership and advisors to monitor and anticipate developments,
while also identifying key messaging opportunities to promote the
diocese and its ministries;
(e) evaluate and devise essential protocols for real-time
communications as developments necessitate to equip essential
stakeholders (parish pastors, priests, lay ministers, Chancery
leadership) with essential messaging and informed responses
(FAQs);
(f) identify key media opportunities and provide preparation
support for Diocesan personnel to assure alignment and consistency
in the diocese's messaging;
(g) develop proactive tactics and approaches, as well as
identify optimal platforms, to support confidence in Church
leadership among clergy, laity and broader stakeholder groups
throughout the diocese, city and state;
(h) develop key tenets of a strategic plan for communications
to all Church stakeholders and the broader civic community;
(i) provide editorial support for written and oral
communications of the Bishop and other senior leadership; and
(j) provide twice-monthly onsite visits in order to ensure
optimal coordination; assess communication needs based on latest
developments; meet with various members of senior leadership and
coordinate with other Diocesan advisors. Onsite visits will include
4 days per month, not including travel time, in addition to 40
hours per month.
The diocese has agreed to pay Tucker Group a flat monthly fee of
$15,000, plus reimbursement of work-related expenses. The firm
received the sum of $76,783.68 for communications services rendered
prior to the diocese's bankruptcy filing.
Gregory Tucker, principal at Tucker Group, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Gregory Tucker
The Tucker Group, LLC
101 Wendover Road
Baltimore, MD 21218
Telephone: (410) 624-9536
Email: greg@tuckercomms.com
About The Diocese of Buffalo
The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics
over eight counties in Western New York. The territory of the
diocese is co-extensive with the counties of Erie, Niagara,
Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus and Allegany in
New York State, comprising 161 parishes. There are 144 diocesan
priests and 84 religious priests who reside in the Diocese.
The diocese through its central administrative offices (a) provides
operational support to the Catholic parishes, schools and certain
other Catholic entities that operate within the territory of the
Diocese "OCE"; (b) conducts school operations through which it
provides parish schools with financial and educational support; (c)
provides comprehensive risk management services to the OCEs; (d)
administers a lay pension trust and a priest pension trust for the
benefit of certain employees and priests of the OCEs; and (e)
provides administrative support for St. Joseph Investment Fund,
Inc.
Dealing with sexual abuse claims, the Diocese of Buffalo sought
Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb.
28, 2020. The diocese was estimated to have $10 million to $50
million in assets and $50 million to $100 million in liabilities as
of the bankruptcy filing.
The Hon. Carl L. Bucki is the case judge.
The diocese tapped Bond, Schoeneck & King, PLLC as bankruptcy
counsel, Phoenix Management Services, LLC as financial advisor, and
The Tucker Group, LLC as communications consultant. Stretto is the
claims agent, maintaining the page
https://case.stretto.com/dioceseofbuffalo/docket.
DPW HOLDINGS: Gets $3.2M Purchase Orders From 4 Defense Contractors
-------------------------------------------------------------------
DPW Holdings, Inc.'s global defense business, Gresham Worldwide,
Inc., has recently received purchase orders totaling approximately
$3.2 million from four different global defense contractor
customers of its operating subsidiary Microphase Corporation.
Gresham Worldwide provides high-quality, highly reliable bespoke
technology solutions for mission critical applications in the
defense, public safety, homeland security, medical and
telecommunications markets. Microphase designs, develops, and
manufactures standard and customized state-of-the-art RF,
microwave, and millimeter-wave components, devices, subsystems and
integrated modules for the worldwide defense and aerospace,
satellite, wireless multimedia and consumer electronics, public
safety and Homeland Security markets. Microphase will perform and
deliver on these recent orders over the remainder of calendar 2020
and throughout 2021.
"We strongly believe in the prospects for Gresham Worldwide," said
Jonathan Read, Gresham Worldwide's CEO. "Demand for Gresham's
technology offerings remains strong. This recent uptick in orders
reflects the confidence and the trust that Gresham has with long
life cycle platform programs of 'blue chip' customers in defense,
aerospace and commercial sectors across the globe. We anticipate
that strong demand and customer confidence will enable us to
achieve significant growth in 2020 and 2021."
DPW's CEO and Chairman, Milton "Todd" Ault, III said, "We are
pleased to see the positive development of our defense business,
which demonstrates the progress we are making in achieving our
goals. In conjunction with our corporate realignment, we are
committed to redeploying existing assets and resources with greater
efficiency to take DPW on a path to increased revenue generation
and improvements to its bottom line. DPW has stepped up its focus
on managing and financially supporting our Gresham Worldwide global
defense business with the goal of maximizing the value returned to
shareholders."
About DPW Holdings
DPW Holdings, Inc. -- http://www.DPWHoldings.com/-- is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, the Company provides mission-critical
products that support a diverse range of industries, including
defense/aerospace, industrial, telecommunications, medical, and
textiles. In addition, the Company owns a select portfolio of
commercial hospitality properties and extends credit to select
entrepreneurial businesses through a licensed lending subsidiary.
DPW's headquarters are located at 201 Shipyard Way, Suite E,
Newport Beach, CA 92663.
DPW Holdings recorded a net loss available to common stockholders
of $32.93 million for the year ended Dec. 31, 2019, compared to a
net loss available to common stockholders of $32.34 million for the
year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$42.75 million in total assets, $35.80 million in total
liabilities, and $6.95 million in total stockholders' equity.
Ziv Haft., Certified Public Accountants (Isr.) BDO Member Firm, the
Company's auditor since 2012, issued a "going concern"
qualification in its report dated May 29, 2020 citing that the
Company has a working capital deficiency, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
EASTERN NIAGARA: Hires Gibbins Advisors as Restructuring Advisor
----------------------------------------------------------------
Eastern Niagara Hospital, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to employ
Gibbins Advisors, LLC as restructuring advisor.
Gibbins will perform restructuring advising services for the Debtor
effective as of May 20, 2020.
Gibins' current hourly rates are:
Managing Director $575-$675
Director $450-$525
Associate $325-$375
Analyst $175-$225
Ronald Winters, co-founder and principal of Gibbins Advisors,
attests that Gibbins is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Ronald Winters
Gibbins Advisors, LLC
1900 Church Street
Nashville, TN 37203
Tel: (615) 696-6556
About Eastern Niagara Hospital
Eastern Niagara Hospital, Inc. -- http://www.enhs.org/-- is a
not-for-profit organization, focused on providing general medical
and surgical services. It offers radiology, surgical services,
rehabilitation services, cardiac services, respiratory therapy,
obstetrics and women's health, emergency services, acute and
intensive care, chemical dependency treatment, occupational
medicine services, DOT medical exams, dialysis, laboratory
services, child and adolescent psychiatry, and express care.
Eastern Niagara Hospital sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-12342) on Nov. 7,
2019. At the time of the filing, the Debtor disclosed assets of
between $10 million and $50 million and liabilities of the same
range.
The Debtor tapped Jeffrey Austin Dove, Esq., at Barclay Damon LLP,
as its legal counsel and Lumsden & McCormick LLP as its
accountants.
The U.S. Trustee for Region 2 appointed creditors to serve on the
official committee of unsecured creditors on Nov. 22, 2019. The
committee is represented by Bond, Schoeneck & King, PLLC.
Michele McKay was appointed as health care ombudsman in the
Debtor's bankruptcy case.
EDGEWELL PERSONAL: Egan-Jones Cuts Sr. Debt Unsecured Ratings to B
------------------------------------------------------------------
Egan-Jones Ratings Company, on June 1, 2020, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Edgewell Personal Care Company to B from B-.
Headquartered in Shelton, Connecticut, Edgewell Personal Care
Company operates as a personal care company.
EKSO BIONICS: Expects to Receive $7.9-Mil. From Stock Offering
--------------------------------------------------------------
Ekso Bionics Holdings, Inc. has entered into definitive agreements
with several institutional and accredited investors for the
issuance and sale of an aggregate of 1,747,704 of its shares of
common stock, at a purchase price of $4.5145 per share, in a
registered direct offering priced at-the-market under Nasdaq Rules.
The Company has also agreed to issue to the investors in a
concurrent private placement warrants to purchase up to an
aggregate of 873,852 shares of common stock. The closing of the
offering is expected to occur on or about June 10, 2020, subject to
the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent
for the offering.
The warrants have an exercise price equal to $5.18 per share, are
exercisable immediately and will expire five and one-half years
from the issuance date.
The gross proceeds from the offering are expected to be
approximately $7.89 million. The Company intends to use the net
proceeds from the offering for working capital purposes and other
general corporate purposes.
The shares of common stock (but not the warrants or the shares of
common stock underlying the warrants) are being offered and sold by
the Company in a registered direct offering pursuant to a "shelf"
registration statement on Form S-3 (Registration No. 333-218517),
including an accompanying base prospectus, previously filed with,
and declared effective by, the Securities and Exchange Commission
on June 16, 2017. The offering of the shares of common stock will
be made only by means of a prospectus supplement to the base
prospectus that forms a part of the registration statement. A
final prospectus supplement and accompanying prospectus relating to
the registered direct offering of the shares of common stock
described above (but not the warrants or the shares of common stock
underlying the warrants) will be filed with the SEC and will be
available on the SEC's website located at http://www.sec.gov.
Electronic copies of the prospectus supplement and the accompanying
prospectus may also be obtained by contacting H.C. Wainwright &
Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by
phone at 646-975-6996 or e-mail at placements@hcwco.com.
The warrants were offered in a private placement under Section
4(a)(2) of the Securities Act of 1933, as amended, and Regulation D
promulgated thereunder. The offer and sale of the warrants and the
shares of common stock underlying the warrants have not been
registered under the Act, or applicable state securities laws.
Accordingly, the warrants and the underlying shares of common stock
may not be offered or sold in the United States except pursuant to
an effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
securities laws.
About Ekso Bionics
Ekso Bionics -- http://www.eksobionics.com/-- is a developer of
exoskeleton solutions that amplify human potential by supporting or
enhancing strength, endurance and mobility across medical and
industrial applications. Founded in 2005, the Company continues to
build upon its unparalleled expertise to design some of the most
cutting-edge, innovative wearable robots available on the market.
Ekso Bionics is the only exoskeleton company to offer technologies
that range from helping those with paralysis to stand up and walk,
to enhancing human capabilities on job sites across the globe. The
Company is headquartered in the Bay Area and is listed on the
Nasdaq Capital Market under the symbol EKSO.
Ekso Bionics reported a net loss of $12.13 million for the year
ended Dec. 31, 2019, compared to a net loss of $26.99 million for
the year ended Dec. 31, 2018. As of March 31, 2020, the Company
had $16.94 million in total assets, $11.72 million in total
liabilities, and $5.23 in total stockholders' equity.
OUM & CO. LLP, in San Francisco, California, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated Feb. 27, 2020, citing that Company has incurred significant
recurring losses and negative cash flows from operations since
inception and an accumulated deficit. This raises substantial
doubt about the Company's ability to continue as a going concern.
ENERPLUS CORP: Egan-Jones Lowers Senior Unsecured Ratings to BB
---------------------------------------------------------------
Egan-Jones Ratings Company, on June 4, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Enerplus Corporation to BB from BB+.
Headquartered in Calgary, Canada Enerplus Corporation is an oil and
gas exploration and production company that owns a large,
diversified portfolio of income-generating crude oil and natural
gas properties.
EQT CORP: Egan-Jones Lowers Senior Unsecured Ratings to B-
----------------------------------------------------------
Egan-Jones Ratings Company, on June 4, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by EQT Corporation to B- from B.
Headquartered in Pittsburgh, Pennsylvania, EQT Corporation is an
integrated energy company with an emphasis on Appalachian area
natural-gas supply, transmission, and distribution.
ESCONDIDO HOLDINGS: Hires Michelle Harvey CPA as Accountant
-----------------------------------------------------------
Escondido Holdings, LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Arizona to
employ Michelle Harvey, CPA, PC as their accountant.
The professional services to be provided by the accountant are:
a) assistance in the preparation of operating reports, and
other financial items required by the Bankruptcy Code; and
b) preparation and filing of all necessary tax returns of the
Debtors including but not necessarily limited to income tax
returns, sales tax returns, use tax returns, and payroll tax
returns.
Michelle Harvey, CPA, accountant at the firm, will charge $125 per
hour for her services and the firm will charge $50 per hour for
paraprofessional costs.
Ms. Harvey assures the court that she has no connection to the
Debtors' creditors, any other party in interest.
The firm can be reached through:
Michelle Harvey, CPA
Michelle Harvey, CPA, PC
2450 S 4th Ave suite 100 b
Yuma, AZ 85364
Phone: +1 928-344-1370
About Escondido Holdings
Escondido Holdings, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 20-01019) on Jan. 30, 2020, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Phil Hineman, Esq., at The Law Office of Phil
Hineman, P.C.
EXIDE HOLDINGS: Law Firm of Russell Represents Utility Companies
----------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Law Firm of Russell R. Johnson III submitted a verified
statement to disclose that it is representing the utility companies
in the Chapter 11 cases of Exide Holdings, Inc., et al.
The names and addresses of the Utilities represented by the Firm
are:
a. American Electric Power
Attn: Dwight C. Snowden
American Electric Power
1 Riverside Plaza, 13th Floor
Columbus, Ohio 43215
b. Constellation NewEnergy, Inc.
Attn: C. Bradley Burton
Credit Analyst
Constellation Energy
1310 Point Street, 12th Floor
Baltimore, MD 21231
c. Commonwealth Edison Company
Attn: Erin Buechler
Claims & Collection Counsel
3 Lincoln Centre
Oakbrook Terrace, IL 60181
d. Georgia Power Company
Attn: Daundra Fletcher
2500 Patrick Henry Parkway
McDonough, GA 30253
e. Oklahoma Gas and Electric Company
Attn: Jennifer Castillo, Esq.
Sr. Attorney | OGE Legal Department
321 N. Harvey Ave.
MC 1208
Oklahoma City, OK 73102
f. Southern California Gas Company
Attn: Cranston J. Williams, Esq.
Office of the General Counsel
555 W. Fifth Street, GT14G1
P.O. Box 30337
Los Angeles, CA 90013-1034
g. Indiana Gas Company, Inc.
d/b/a Vectren Energy
Delivery of Indiana
Attn: Justin Forshey
Supervisor, Credit & Collections
Vectren Energy Delivery
One Vectren Square
Evansville, Indiana 47708
h. Metropolitan Edison Company
Attn: Kathy M. Hofacre
FirstEnergy Corp.
76 S. Main St., A-GO-15
Akron, OH 44308
The nature and the amount of claims (interests) of the Utilities,
and the times of acquisition thereof are as follows:
a. The following Utilities have unsecured claims against the
above-referenced Debtors arising from prepetition utility usage:
American Electric Power, Commonwealth Edison Company, Constellation
NewEnergy, Inc., Georgia Power Company, Oklahoma Gas and Electric
Company and Southern California Gas Company.
b. Metropolitan Edison Company and Indiana Gas Company, Inc.
d/b/a Vectren Energy Delivery of Indiana help prepetition deposits
that secured all prepetition debt.
c. For more information regarding the claims and interests of
the Utilities in these jointly-administered cases, refer to the
Objection of Certain Utility Companies To the Motion of Debtors For
Order (I) Approving the Debtors' Proposed Adequate Assurance of
Payment To Utility Companies, (II) Establishing Procedures For
Resolving Objections By Utility Companies (III) Prohibiting Utility
Companies from Altering, Refusing, or Discontinuing Services, and
(IV) Authorizing the Debtors To Honor Obligations To Payment
Processors (Docket No. 241) filed in the above-captioned,
jointly-administered, bankruptcy cases.
The Law Firm of Russell R. Johnson III, PLC was retained to
represent the foregoing Utilities in May and June 2020. The
circumstances and terms and conditions of employment of the Firm by
the Companies is protected by the attorney-client privilege and
attorney work product doctrine.
The Firm can be reached at:
Russell R. Johnson III, Esq.
LAW FIRM OF RUSSELL R. JOHNSON III, PLC
2258 Wheatlands Drive
Manakin-Sabot, VA 23103
Tel: (804) 749-8861
Fax: (804) 749-8862
Email: russell@russelljohnsonlawfirm.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/YtaHt3
About Exide Holdings
Founded in 1888 and headquartered in Milton, Ga., Exide Holdings,
Inc. -- https://www.exide.com/ -- is a stored electrical energy
solutions company and a producer and recycler of lead-acid
batteries. Across the globe, Exide batteries power cars, boats,
heavy duty vehicles, golf carts, powersports, and lawn and garden
applications. Its network power solutions deliver energy to vast
telecommunication networks in need of uninterrupted power supply.
Exide Technologies first sought Chapter 11 protection (Bankr. Del.
Case No. 02-11125) on April 14, 2002, and exited bankruptcy two
years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq.,
at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang
Ziehl & Jones LLP, represented the Debtors in their successful
restructuring.
Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013 and emerged from bankruptcy in 2015. In
the 2013 case, Exide tapped Skadden, Arps, Slate, Meagher & Flom
LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez &
Marsal as financial advisor; Sitrick and Company Inc. as public
relations consultant. The official creditors committee retained
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel, and Zolfo Cooper, LLC served as its bankruptcy
consultants and financial advisors.
Exide Holdings and its affiliates, including Exide Technologies
LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
20-11157) on May 19, 2020. Exide Holdings was estimated to have
$500 million to $1 billion in assets and $1 billion to $10 billion
in liabilities.
In the newest Chapter 11 case, Weil, Gotshal & Manges LLP is
serving as legal counsel to Exide, Houlihan Lokey is serving as
investment banker, and Ankura is serving as financial advisor.
Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk
LLC is the claims agent, maintaining the page
https://cases.primeclerk.com/Exide2020/
EXSCIEN CORPORATION: Hires Stichter Riedel as Counsel
-----------------------------------------------------
Exscien Corporation seeks authority from the U.S. Bankruptcy Court
for the Southern District of Alabama to employ Stichter Riedel
Blain & Postler, P.A., as counsel to the Debtor.
Exscien Corporation requires Stichter Riedel to:
a. render legal advice with respect to the Debtor's powers and
duties as debtor in possession, the continued operation of
the Debtor's business, and the management of its property;
b. prepare on behalf of the Debtor necessary motions,
applications, notices, orders, reports, pleadings, and
other legal papers;
c. appear before this Court and the Office of the U.S. States
Trustee to represent and protect the interests of the
Debtor;
d. assist with and participate in negotiations with
creditors and other parties in interest in formulating a
plan of reorganization, draft such a plan and a related
disclosure statement, and take necessary legal steps to
confirm such a plan;
e. represent the Debtor in all adversary proceedings,
contested matters, and matters involving the administration
of this case;
f. represent the Debtor in negotiations with potential
financing sources and preparing contracts, security
instruments, or other documents necessary to obtain
financing; and
g. perform all other legal services that may be necessary for
the proper preservation and administration of this Chapter
11 case.
Stichter Riedel will be paid based upon its normal and usual hourly
billing rates. Stichter Riedel received from the Debtor the amount
of $26,717 on account of prepetition services, and as retainer. Of
the retainer, the amount of $6,199.50 was deducted as fees and
expenses, leaving a balance of $20,517.50.
Stichter Riedel will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jodi Daniel Dubose, partner of Stichter Riedel Blain & Postler,
P.A., assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtor and its
estates.
Stichter Riedel can be reached at:
Jodi Daniel Dubose, Esq.
STICHTER RIEDEL BLAIN & POSTLER, P.A.
41 N. Jefferson Street, Suite 111
Pensacola, FL 32501
Tel: (850) 637-1836
Fax: (850) 791-6545
E-mail: jdubose@srpb.com
About Exscien Corporation
Exscien Corporation filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Ala. Case No. 20-11364) on May 18, 2020, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Jodi Daniel Dubose, Esq., at Stichter Riedel Blain & Postler,
P.A.
FAIRFAX FINANCIAL: Egan-Jones Cuts Sr. Unsec. Debt Ratings to BB+
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 1, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Fairfax Financial Holdings Ltd. to BB+ from BBB-.
Headquartered in Toronto, Canada Fairfax Financial Holdings Limited
is a financial services holding company.
FAIRWAY GROUP: Fails to Find a Buyer, Expects Mass Layoffs
----------------------------------------------------------
Daniel Hampton of Patch reports that grocery chain Fairway Group
Holdings Corp. anticipates massive retrenchment of workers as it
failed to found a buyer for its stores in Plainview, Westbury,
Douglaston and Redhook.
Fairway filed for Chapter 11 bankruptcy protection in January 2019
and updated its WARN notice in May 2020 by stating that its efforts
in selling four grocery stores in Long Island and New York City
failed, thus it expects "mass" layoffs.
In a WARN notice posted on the state Department of Labor's website
and amended May 15, Fairway Group Holdings Corp. said it had not
found a buyer for stores in Red Hook, Douglaston, Westbury, and
Plainview. The company expects a "mass layoff" at these store
locations and the stores will be closed between June 5 and June
19.
More than 2,400 workers across 14 stores will be impacted by
Fairway Market stores closing, the notice said. That includes 139
in Westbury, 95 in Plainview, 130 in Red Hook and 155 in
Douglaston.
The chain recently said it transferred ownership of five New York
City locations to Village Super Markets. This includes locations
in the Upper West Side, Upper East Side, Chelsea, Kips Bay and
Pelham.
"We want to thank the 1,400 Fairway associates that have kept this
business running through the turmoil of the last seven years and
more importantly the last three months," the chain wrote,
referencing the coronavirus pandemic. "They are front-line
heroes."
The grocery chain said it expected a mass layoff to begin April 30
at its production and distribution center stemming from delays in
closing a deal with a buyer. It expects its corporate office will
close and that separations were to begin May 13.
About Fairway Group Holdings Corp.
Fairway Group -- https://www.fairwaymarket.com/ -- is a food
retailer operating 14 supermarkets across the New York, New Jersey
and Connecticut tri-state area, including two with freestanding
wine and liquor stores (the Stamford and Pelham locations) and two
with in-store wine and liquor stores (the Woodland Park and Paramus
locations). The company's flagship store is located at Broadway
and West 74th Street, on the Upper West Side of Manhattan,
featuring a cafe, Sur la Route, and state of the art cooking
school. Fairway's stores emphasize an extensive selection of fresh,
natural, and organic products, prepared foods, and hard-to-find
specialty and gourmet offerings, along with a full assortment of
conventional groceries.
The Glickberg family launched the business as a small fruit and
vegetable stand on the Upper West Side. The iconic market has been
providing New Yorkers groceries since the mid-1930s and has since
expanded to 21 locations across the tri-state area.
Fairway has filed for Chapter 11 bankruptcy twice in four years.
The company dug itself out of Chapter 11 proceedings in 2016 by
borrowing money and shifting ownership from Sterling Investment
Partners to a consortium led by Blackstone's GSO Capital Partners.
Fairway Group Holdings Corp. and 25 affiliated companies sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10161) on
Jan. 23, 2020. In the petitions signed by CEO Abel Porter, the
Debtors were estimated to have $100 million to $500 million in
assets and liabilities. Judge James L. Garrity, Jr., is assigned
to the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
Peter J. Solomon and Mackinac Partners, LLC as financial advisor;
and Omni Agent Solutions as claims, noticing and solicitation
agent.
FAIRWAY MARKET: Faces Possible Shutdown If Buyers Not Found
-----------------------------------------------------------
Paul Schott, writing for Stamford Advocate, reports that Fairway
Market could lay off 100 employees in Stamford, Connecticut, and
shut down its stores in the city's South End and in four New York
locations within June 2020, if buyers are not found, Fairway Market
told state officials.
As outlined in its letter to the state Labor Department, plans
reiterates previous warnings the company has made about the future
of the supermarket at 699 Canal St., and adjoining wine store at
689 Canal St., since it filed in January for Chapter 11
bankruptcy.
According to the letter, if buyers do not emerge, any job cuts and
shutdowns in Stamford and at stores in the Red Hook section of
Brooklyn, N.Y.; Douglaston section of Queens, N.Y.; Plainview,
N.Y.; and Westbury, N.Y., would be scheduled between June 5, 2020
and June 19, 2020.
"Any 'plant closing' or 'mass layoff' that occurs at these stores
are currently expected to be permanent, as are all employment
losses at these stores," Charles Farfaglia, Fairway's senior vice
president of human resources, said in the letter.
In January 2020, Fairway had first warned of possible job losses
and a potential shutdown if buyers did not materialize for the sole
supermarket in the South End and its other locations.
A message left for Westport-based United Food and Commercial
Workers Union, Local 371, which represents the Stamford workers,
was not immediately returned.
During the past few months, Stamford city officials have been
preparing for the supermarket to possibly shut down, according to
Thomas Madden, the city's economic development director.
"However, a new vendor could assume the store here in Stamford,"
Madden said. "We have brought several companies to the property
owner as potential options, but I cannot discuss any further
details."
Stamford-based Building and Land Technology, the property's owner,
declined to comment on Fairway's situation.
BLT is also the developer of the mixed-use Harbor Point section of
the South End that encompasses the Fairway site.
In late March 2020, Fairway Market announced winning bids for seven
of its establishments.
Village Supermarket acquired for approximately $76 million four
Manhattan stores and Fairway's production and distribution center
in the Bronx, N.Y. Seven Seas Georgetowne bought for about $5
million a store in the Georgetown section of Brooklyn, N.Y., while
Amazon paid $1.5 million for the leases of the stores in Paramus,
N.J., and Woodland Park, N.J.
Fairway subsequently announced that the Paramus store would close
permanently on May 15, 2020. The company "continues to anticipate
that a 'plant closing' or 'mass layoff' will occur at the Woodland
Park store and that the entire store will be closed," Farfaglia
said in the letter to the labor department.
The Stamford Fairway has operated since its November 2010 debut in
a then-new building. It represents Fairway’s sole location in
Connecticut.
If Fairway closes, "that location will find an occupant, in my
opinion," said Wayne Pesce, president of the Connecticut Food
Association. "As to who might go in and occupy that location is
anybody's guess. Fairway is a CFA member in good standing, and I
hope that it’s replaced by another (grocery store)."
The nearest full-service grocer is the Super Grade A ShopRite one
mile east, at 200 Shippan Ave.
This bankruptcy comprises Fairway's second in the past four years,
after previously filing in 2016. The initial bankruptcy came three
years after the company's initial public offering and reflected a
company that was struggling with debt and increasing competition
from other grocery chains.
About Fairway Group Holdings Corp.
Fairway Group -- https://www.fairwaymarket.com/ -- is a food
retailer operating 14 supermarkets across the New York, New Jersey
and Connecticut tri-state area, including two with freestanding
wine and liquor stores (the Stamford and Pelham locations) and two
with in-store wine and liquor stores (the Woodland Park and Paramus
locations). The company's flagship store is located at Broadway and
West 74th Street, on the Upper West Side of Manhattan, featuring a
cafe, Sur la Route, and state of the art cooking school. Fairway's
stores emphasize an extensive selection of fresh, natural, and
organic products, prepared foods, and hard-to-find specialty and
gourmet offerings, along with a full assortment of conventional
groceries.
Fairway Group Holdings Corp. and 25 affiliated companies sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10161) on
Jan. 23, 2020.
In the petitions signed by CEO Abel Porter, the Debtors were
estimated to have $100 million to $500 million in assets and
liabilities.
Judge James L. Garrity, Jr., is assigned to the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
Peter J. Solomon and Mackinac Partners, LLC as financial advisor;
and Omni Agent Solutions as claims, noticing and solicitation
agent.
FOODFIRST GLOBAL: Seeks to Hire Hilco Real Estate as Consultant
---------------------------------------------------------------
FoodFirst Global Restaurants, Inc. and its affiliates seeks
approval from the U.S. Bankruptcy Court for the Middle District of
Florida to employ Hilco Real Estate, LLC as their real estate
consultants and advisors.
FoodFirst Global requires Hilco to:
(a) meet with the Debtors to ascertain the Debtors' goals,
objectives and financial parameters;
(b) mutually agree with the Debtors with respect to a
strategic plan for restructuring the Leases and the sale of the
Properties;
(c) on the Debtors' behalf, negotiate the terms of
restructuring agreements with third parties and the landlords under
the Leases and purchase and sale agreements for the Properties, in
accordance with the Strategy;
(d) provide written reports periodically to the Debtors
regarding the status of such negotiations, including, but not
limited to, weekly interim reports and a final written report,
summarizing the negotiation status and recommended
course of action for each Property;
(e) assist the Debtors in closing the pertinent Lease
restructuring agreements and Property purchase and sale
agreements.
Hilco's compensation are:
-- For each Lease that becomes a Restructured Lease, Hilco shall
earn a fee equal to the Restructured Lease Savings Fee. For each
Lease that becomes a Rent Deferred Lease, Hilco shall earn a fee
equal to the Rent Deferred Lease Fee. For each Lease that becomes a
Term Shortened Lease, Hilco shall earn a fee equal to the Term
Shortened Lease Fee.
-- In the event a Property is sold by Debtor to a purchaser
identified by Hilco (including through a Bankruptcy Sale Process),
Hilco shall earn a fee equal to 4 percent of the Gross Sale
Proceeds. If an outside, third party
broker procures a buyer for any Property, the Property Sale Fee
will be increased by 1 percent of Gross Sale Proceeds, and Hilco
will be responsible for compensating the outside broker out of the
total fee.
Hilco is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code, according to court
filings.
Hilco can be reached through:
Sarah Baker
Hilco Real Estate, LLC
5 Revere Drive, Suite 206
Northbrook, IL 60062
Tel. (847) 504-2462
Email: sbaker@hilcoglobal.com
About FoodFirst Global Restaurants
FoodFirst Global Restaurants, Inc. is the parent company for two of
America's Italian restaurant brands: BRIO Tuscan Grille and BRAVO
Cucina Italiana. It was formed in 2018 by investment firm GP
Investments, Ltd and a group of entrepreneurial investors. Visit
https://www.foodfirst.com/index.html for more information.
FoodFirst Global Restaurants and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case
No. 20-02159) on April 10, 2020. At the time of the filing, Debtors
disclosed assets of between $10 million and $50 million and
liabilities of the same range. Judge Karen Jennemann oversees the
cases. Shuker & Dorris, P.A. is Debtors' legal counsel.
The U.S. Trustee for Region 21 appointed a committee to represent
unsecured creditors. The committee is represented by Pachulski
Stang Ziehl & Jones LLP.
FORUM ENERGY: Terminates Deferred Compensation Plan
---------------------------------------------------
In an effort to further streamline the benefits offered to members
of management, Forum Energy Technologies, Inc. terminated its
Deferred Compensation and Restoration Plan. The DCP is a
supplemental executive retirement plan that has provided key
employees and directors with an opportunity to defer receipt of a
portion of their salary, bonus and other specified compensation. In
addition, the DCP has been maintained as an unfunded, nonqualified
plan providing benefits based on the participant's notional account
balance at the time of retirement or termination.
In accordance with Section 409A of the Internal Revenue Code of
1986, as amended, and as a result of the termination of the DCP,
payment of the full balance of each DCP participant's account as of
a final payment date is scheduled to occur following the first
anniversary of the DCP Termination Date. At such time, DCP
participants will receive a single, lump sum payout of their
respective accounts as of the Final Payment Date. Distributions
that are set to occur prior to the Final Payment Date will be made
as currently scheduled in the ordinary course. Balances under the
DCP will continue to accrue interest at a rate of 8% per annum
until the Final Payment Date.
About Forum
Forum Energy Technologies -- http://www.f-e-t.com/-- is a global
oilfield products company, serving the drilling, downhole, subsea,
completions and production sectors of the oil and natural gas
industry. The Company's products include highly engineered capital
equipment as well as products that are consumed in the drilling,
well construction, production and transportation of oil and natural
gas. Forum is headquartered in Houston, TX with manufacturing and
distribution facilities strategically located around the globe.
Forum Energy reported a net loss of $567.06 million for the year
ended Dec. 31, 2019 compared to a net loss of $374.08 million for
the year ended Dec. 31, 2018.
* * *
As reported by the TCR on May 21, 2020, S&P Global Ratings lowered
its issuer credit rating on Houston-based oilfield products and
services provider Forum Energy Technologies Inc. to 'SD' (selective
default) from 'CC'. The downgrade to 'SD' follows the completion
of Forum's previously announced debt tender offer at a significant
discount to par value.
In May 2020, Moody's Investors Service downgraded Forum Energy
Technologies, Inc.'s Corporate Family Rating to Ca from Caa1. "The
downgrade of Forum's ratings reflect increased restructuring risks
for the company's remaining debt as maturities approach," said
Jonathan Teitel, a Moody's analyst.
FRANK INVESTMENTS: Hires VerStandig Law as Special Counsel
----------------------------------------------------------
Frank Investments, Inc., and its debtor-affiliates, seek authority
from the U.S. Bankruptcy Court for the Southern District of Florida
to employ VerStandig Law Firm, LLC, as special counsel to the
Debtors.
Frank Investments requires VerStandig Law to:
a. represent the Debtors in all proceedings in the case
captioned as In re Frank Theatres Bayonne/South Cove, LLC,
Lead Case No. 18-34808-SLM;
b. prepare and review motions, pleadings, orders,
applications, adversary proceedings, and other legal
documents arising in the New Jersey Cases; and
c. perform all other legal services for the Debtors that may
be necessary herein.
VerStandig Law will be paid at the hourly rates of $200 to $350.
VerStandig Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
William H. Pillsbury, partner of VerStandig Law Firm, LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
VerStandig Law can be reached at:
William H. Pillsbury, Esq.
VERSTANDIG LAW FIRM, LLC
3959 Welsh Road Suite 333
Willow Grove, PA 19090
Tel: (267) 518-3445
E-mail: wpillsbury@whplawoffices.com
About Frank Investments
Frank Investments Inc., Frank Theatres Management LLC and Frank
Entertainment Companies, LLC are affiliates of Rio Mall, LLC, which
sought bankruptcy protection (Bankr. S.D. Fla. Case No. 18-17840)
on June 28, 2018. Rio Mall, LLC, owns and operates commercial real
property that comprises the shopping center known as Rio Mall
located at 3801 Route 9 South, Rio Grande, N.J.
Frank Investments and its debtor affiliates sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 18-20019) on Aug. 17,
2018. At the time of the filing, Frank Investments and Frank
Entertainment had estimated assets of between $10 million and $50
million and liabilities of the same range. Frank Theaters had
estimated assets of between $10 million and $50 million and
liabilities of between $50 million and $100 million.
Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, P.A., is
the Debtors' bankruptcy counsel. VerStandig Law Firm, LLC, is
special counsel.
No official committee of unsecured creditors has been appointed.
FRED'S INC: Court Approves Liquidation Plan
-------------------------------------------
Daniel Gill, writing for Bloomberg Law, reports that U.S.
Bankruptcy Court Judge Christoper Sontchi has approved the Chapter
11 liquidation plan of discount retailer Fred's Inc.
Discount retailer Fred's Inc.'s journey through bankruptcy is
coming to an end, now that a bankruptcy court has approved the
retailer’s Chapter 11 liquidation plan providing for an estimated
5% recovery for unsecured creditors.
The plan, approved on June 1, 2020 by Judge Christopher Sontchi of
the U.S. Bankruptcy Court for the District of Delaware, was
ultimately unopposed.
The retailer liquidation is rare in that it provides some return
for unsecured creditors, Fred's lawyer, Adam Shiff of Kasowitz
Benson Torres LLP, said at a remote hearing.
About Fred's Inc.
Since 1947, Fred's, Inc. (NASDAQ:FRED) -- http://www.fredsinc.com/
-- has been an integral part of the communities it serves
throughout the southeastern United States. Fred's mission is to
make it easy AND exciting to save money. Its unique discount value
store format offers customers a full range of value-priced everyday
items, along with terrific deals on closeout merchandise throughout
the store.
Fred's, Inc., and its subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 19-11984) on Sept. 9, 2019 in
Delaware. In the petitions signed by Joseph M. Anto, CEO, the
Debtors disclosed $474,774,000 in assets and $380,167,000 in
liabilities as of May 4, 2019.
The Hon. Christopher S. Sontchi oversees the cases.
The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as counsel;
Kasowitz Benson Torres LLP as general bankruptcy counsel; Akin Gump
Strauss Hauer & Feld LLP as special counsel; Epiq Bankruptcy
Solutions LLC as claims and noticing agent; and Berkeley Research
Group, LLC, as financial advisor.
FREEMAN MOBILE: Hires Duerr & Cullen as Tax Preparer
----------------------------------------------------
Freeman Mobile Orthodontics PLLC, and its debtor-affiliates, seek
authority from the U.S. Bankruptcy Court for the Southern District
of Florida to employ Duerr & Cullen, CPAs, as tax preparer to the
Debtors.
Freeman Mobile requires Duerr & Cullen to provide tax preparation
services to the Debtor.
Duerr & Cullen will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Chris Duerr, partner of Duerr & Cullen, CPAs, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Duerr & Cullen can be reached at:
Chris Duerr
DUERR & CULLEN, CPAS
1304 N Maitland Ave.
Maitland, FL 32751
Tel: (407) 644-6968
About Freeman Mobile Orthodontics
Freeman Orthodontics is a Fort Lauderdale, Florida-based
orthodontics specialist that provides cutting-edge, high quality
and friendly orthodontic care to patients in different communities
in Florida. It takes price in providing patients with specialized
and personalized service because it recognizes the different needs
of patients. It features the newest technological advances in
dental industry like brackets, braces, clear aligners, accelerated
orthodontics, and many more.
Freeman Mobile Orthodontics PLLC and affiliate Freeman
Orthodontics, P.A., sought Chapter 11 protection (Bankr. S.D. Fla.
Lead Case No. 20-15408) on May 17, 2020. Affiliates Interstellar
Disruption LLC, Freeman Holdings LLC, Freeman Holdings II LLC and
FWP Realty Holdings also sought bankruptcy protection.
On May 17, 2020, Christoper Scott Freeman, the lead orthodontics at
the practice, also filed a personal Chapter 11 case. He disclosed
$13 million in liabilities, including four bank loans worth $12.6
million.
The Hon. Scott M. Grossman is the case judge.
The Debtors hired Wernick Law, PLLC, as counsel.
FRONT RANGE GUN CLUB: To File for Chapter 11 to Stop Foreclosure
----------------------------------------------------------------
Dan Mika of BizWest reports that the FrontRange Gun Club, a firing
range in central Loveland, Colorado, is preparing to file for
Chapter 11 bankruptcy protection after it received a foreclosure
notice.
The firing range was served with a notice of election or demand on
May 26, according to documents filed with the Larimer County Public
Trustee. The club still owes just more than $3.28 million on the
property out of a $3.6 million loan it took out in April 2017.
Gerald Jorgensen, the attorney representing FrontRange, told
BizWest that the club plans to file for Chapter 11 bankruptcy
before the end of June 2020.
Great Western Bank is the lienholder for the property.
About FrontRange Gun Club
FrontRange Gun Club operates a firing range at 697 N. Denver Ave.,
Suite 128, in Loveland, Colorado. FrontRange offers firearms
courses along with range training time.
FrontRange remained open through mid-March to mid-April, as gun
shops were classified as essential retailers by the state but
closed completely to visitors from April 14, 2020 to April 25,
2020, according to various entries on its Facebook page.
GALILEO LEARNING: Hires BergDavis as Public Affairs Advisor
-----------------------------------------------------------
Galileo Learning, LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of
California to employ BergDavis Public Affairs, Inc., as public
affairs advisor to the Debtors.
Galileo Learning requires BergDavis to:
a. counsel the Debtors regarding strategic communications;
b. develop stakeholder messages and documents;
c. provide advice regarding media relations and management;
d. assist with government affairs; and
e. render such other public affairs services as may from time
to time be agreed upon by BergDavis and the Debtors.
BergDavis will be paid at these hourly rates:
Principal $350
Client Services Director $250
Senior Strategist $225
Account Executive $175
Junior Account Executive $125
Administrative Assistant $75
BergDavis received from the Debtor an advance retainer of $50,000.
BergDavis will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jessica Berg, president of BergDavis Public Affairs, Inc., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
BergDavis can be reached at:
Jessica Berg
BergDavis Public Affairs, Inc.
150 Post Street, Suite 740
San Francisco, CA 94108
Tel: (415) 788-1000
About Galileo Learning
Galileo Learning, LLC operates innovative and educational summer
camps for pre-kindergarteners through tenth graders. In its 18
years of operation, Galileo Learning has invested more than $10
million in the development of more than 2,500 hours of unique
curriculum offerings. Galileo Learning Franchising LLC is a
"wholly-owned subsidiary" of Galileo.
Galileo Learning and Galilo Learning Franchising sought Chapter 11
protection (Bankr. N.D. Cal. Lead Case No. 20-40857) on May 6,
2020. The petitions were signed by Glen Tripp, chief executive
officer of Galileo Learning and sole member of Galileo Learning
Franchising.
Galileo Learning estimated assets and liabilities of $10 million to
$50 million while Galileo Learning Franchising estimated assets of
$1 million to $10 million and estimated liabilities of less than
$50,000.
The Hon. William J Lafferty oversees the case.
Hanson Bridgett LLP serves as bankruptcy counsel to Debtors.
Stretto is the claims and noticing agent.
GALILEO LEARNING: Permitted to Use Cash Collateral on Final Basis
-----------------------------------------------------------------
Judge Roger Efremsky of the U.S. Bankruptcy Court for the Northern
District of California authorized Galileo Learning LLC and Galileo
Learning Franchising LLC to use cash collateral on a final basis.
As adequate protection, the SBA is granted a continuing replacement
security interest in, and lien, which replacement liens will have
the same priority, validity, force, extent, status of perfection
(if any), and effect as the liens that they replace, effective as
of the Petition Date without the necessity of the SBA taking any
further action, upon the right, title and interest in the following
property of the Debtor:
(a) All pre-petition Collateral of the SBA, including all
proceeds, profits, rents, and products thereof; and
(b) Property acquired by the Debtor after the Petition Date,
which is of the same nature, kind, and character as the prepetition
Collateral, and all proceeds, profits, rents, and products
thereof.
In addition, the Debtor is ordered to place the sum of $509,000
into a segregated bank account (the "SBA Loan Account") and to
maintain a minimum balance of $509,000 in the SBA Loan Account
until further order of the Court.
A copy of the Final Order is available for free at
http://bankrupt.com/misc/canb20-40857-81.pdf
About Galileo Learning
Galileo Learning, LLC operates innovative and educational summer
camps for pre-kindergarteners through tenth graders. In its 18
years of operation, Galileo Learning has invested more than $10
million in the development of more than 2,500 hours of unique
curriculum offerings. Galileo Learning Franchising LLC is a
"wholly-owned subsidiary" of Galileo.
Galileo Learning and Galileo Learning Franchising sought Chapter 11
protection (Bankr. N.D. Cal. Lead Case No. 20-40857) on May 6,
2020. The petitions were signed by Glen Tripp, chief executive
officer of Galileo Learning and sole member of Galileo Learning
Franchising.
Galileo Learning was estimated to have assets and liabilities of
$10 million to $50 million while Galileo Learning Franchising was
estimated to have assets of $1 million to $10 million and estimated
liabilities of less than $50,000.
The Hon. William J Lafferty oversees the case.
Hanson Bridgett LLP serves as bankruptcy counsel to Debtors.
Stretto is the claims and noticing agent.
GAMESTOP CORP: Swings to $165.7 Million Net Loss in First Quarter
-----------------------------------------------------------------
GameStop Corp. reported a net loss of $165.7 million on $1.02
billion of net sales for the 13 weeks ended May 2, 2020, compared
to net income of $6.8 million on $1.54 billion of net sales for the
13 weeks ended May 4, 2019.
As of May 2, 2020, the Company had $2.47 billion in total assets,
$2.03 billion in total liabilities, and $435 million in total
stockholders' equity.
George Sherman, GameStop's chief executive officer said, "During
this unprecedented time, our priority is focused on ensuring the
safety and well-being of our employees, customers and business
partners as we continue the process of opening our stores as
restrictions are lifted, in our ongoing effort to meet our
customers' needs. We are proud of our team's ability to quickly
adapt to meet the increased demand for our product offerings. As
the pandemic spread, we leaned in on our upgraded omni-channel
capabilities to fulfill customer orders through curbside pick-up
where available, we reduced discretionary spending and enhanced our
liquidity while continuing to advance our strategic priorities.
While we delivered a loss for the quarter in total, our performance
included total sales just shy of our original expectations, even as
stores closed due to the COVID-19 pandemic and key video game
titles shifted to the second and third quarters, exacerbating the
headwind from operating in the final stage of a console cycle.
Even more impressive is that our e-commerce sales grew 519% in the
first quarter and over 1,000% during the six weeks that our store
base temporarily closed to customer access. We believe this
reflects the loyalty of the GameStop customer and the confidence
they place in us as their preferred place to shop."
Mr. Sherman, continued, "Importantly, we continued to make progress
on our strategic initiatives. We continued to optimize the core
business operation and maintained financial strength and
flexibility, recording a 43% decline in inventory and a 54%
decrease in accounts payable compared to last year. Additionally,
we saw significant progress towards building a frictionless digital
ecosystem as evidenced by our successful omni-channel activities,
including improved fulfillment capabilities as we utilized our
stores as distribution centers and for curbside pick-up, which in
most cases supported same day delivery to the customer."
Mr. Sherman, concluded, "As we begin the second quarter, we are
cautiously and prudently navigating the near-term, as we are
operating in the last few months of the current generation console
cycle and believe we have experienced a pull forward in demand for
end-of-life inventory given a surge in gaming product demand
following the global stay-at-home orders. That said, we believe
the performance we achieved despite multiple headwinds is further
evidence of the power of GameStop and the advantages that we
possess driven by our global footprint, knowledgeable sales
associates and strong loyalty base. We believe these attributes
along with our intense focus on expense and working capital
management have us poised to capitalize on the hardware and
software sales growth expected as several new software titles and
next generation consoles are introduced later this year."
On March 22, 2020, the Company temporarily closed all 3,526 of its
U.S. locations - with approximately 65% of these locations
conducting a limited curbside pickup offering. During the final
six-weeks of the fiscal first quarter, approximately 90% of the
global store fleet was closed to customer access and only
Australia, which represents approximately 10% of the global store
count, remained fully open and accessible to customers,
approximately 42% remained open for limited curbside delivery and
48% remained fully closed. In Australia, where all stores remained
open for business during the first quarter, increased demand drove
a 35% comparable store sales increase.
Capital Allocation and Liquidity Update
As of May 2, 2020, the Company had approximately $570 million in
total cash, reflecting $135 million drawn under its revolving
credit facility. As of June 3, 2020, the Company had reduced its
outstanding borrowings under the facility to approximately $100
million. The Company continues to expect it will have sufficient
liquidity and financial flexibility to fund its operations and
navigate the current environment. Given effective working capital
management, the Company expects to have total cash and liquidity
between $575 million and $625 million as of the end of its second
fiscal quarter.
As of May 2, 2020, the Company had $417.2 million of debt on the
balance sheet and on June 4, 2020, the Company announced an
exchange offer and consent solicitation for the remaining unsecured
notes due to mature in March 2021. The new notes, if issued, will
provide additional financial flexibility by replacing and extending
the maturity of the existing notes validly tendered in the exchange
offer until 2023. There can be no assurance that the exchange
offer and consent solicitation will be consummated on the
contemplated terms, or at all.
Store Operations Update
The Company continues to phase the reopening of its stores across
all operating countries where restrictions related to the global
pandemic have been lifted, and according to the mandates provided
by country, state and local officials, including the implementation
of strict sanitary processes and social distancing measures. As a
result, at the end of May 2020, the Company had approximately 85%
of its U.S. locations open to limited customer access or curbside
delivery, and approximately 90% of its international locations
open.
Subsequently, given the recent social unrest experienced in various
cities across the United States, the Company temporarily closed
approximately 100 stores that were previously reopened, to protect
the safety of associates and customers. Approximately 35 of these
locations will be closed for the foreseeable future given extensive
physical damage.
Progress on 2020 Strategic Initiatives:
The Company continues to focus on advancing its 2020 strategic
initiatives, in addition to adhering to its previously announced
actions in response to COVID-19 including:
* A temporary base salary reduction of 50% for George Sherman,
chief executive officer, 30% for Jim Bell, chief financial
officer and the remainder of the executive leadership team.
* Temporarily reduced cash compensation for Board of Directors
by 50%.
* Other actions include:
- Beginning April 26th, certain other employees across the
Company's worldwide operating units received temporarily
reduced pay of between 10% and 30%.
* Offered certain of the Company's corporate support staff
the option of either a temporary furlough or reduced
workweek/reduced pay program.
- Reduced inventory receipts to match demand with a focus
on key hardware, software and accessories products.
- Lowered capital spending to focus on mandatory
maintenance or near-term high value strategic projects.
- Due to the impact of governmental regulations and
certain landlord decisions to close properties, the
Company did not make a portion of certain lease payments
and remains in discussions with its landlords regarding
ongoing rent payments, including potential abatement,
deferral and/or restructuring of future rents during
this period of COVID-19 related closure.
The Company continues to focus on driving the objectives of its
four strategic priorities, however, it has made particularly strong
progress on two of these four initiatives including efforts to
optimize the core business and build a frictionless digital
ecosystem in the first quarter.
Optimize the core business by improving efficiency and
effectiveness across the organization.
- Further optimize inventory efficiency and working capital
leading to a 43% reduction in inventory at quarter end and a
54% decline in accounts payable while maintaining strong
cash and liquidity; and
- Increased the flexibility within its operations to maximize
safe and effective omni-channel fulfillment.
Build a frictionless digital ecosystem to reach GameStop
customers.
- Improved fulfillment capabilities leading to the recapture
of sales through stores open for limited curbside pickup
during the quarter, despite being temporarily closed to
customer traffic due to COVID-19; and
- Delivered a 519% increase in global E-commerce sales during
the quarter.
2020 Outlook (52-weeks ending January 30, 2021)
The Company is closely monitoring the dynamic situation around
COVID-19 and potential impacts on its business. Despite an initial
surge in demand in its product offerings when the global outbreak
began, given the uncertainty around the evolving situation, the
Company has suspended guidance at this time.
The Company continues to focus on efforts that position it to
manage through this unprecedented time, such as maintaining its
balance sheet strength, prioritizing the allocation of resources to
areas of the business that produce strong cash flow, reducing
expenses across the business and intensifying inventory discipline.
Given these efforts and the expected trajectory of the business,
the Company anticipates it will generate positive adjusted EBITDA
for fiscal 2020.
The Company noted that fiscal May comparable store sales declined
approximately 4%, as heightened demand for its product offerings
was tempered by the expected decline in sales as a result of the
final stage of a hardware console cycle and the shift of several
key new software titles to later in the year. Importantly, the
strength of E-Commerce sales continued in May, with global
E-Commerce growth in fiscal May up over 1400%.
A full-text copy of the Quarterly Report is available for free at
the Securities and Exchange Commission's website at:
https://is.gd/623zxj
About GameStop
GameStop Corp., a Fortune 500 company headquartered in Grapevine,
Texas, is a video game retailer, operating approximately 5,300
stores across 14 countries, and offering a selection of new and
pre-owned video gaming consoles, accessories and video game titles,
in both physical and digital formats. GameStop also offers fans a
wide variety of POP! vinyl figures, collectibles, board games and
more.
GameStop recorded a net loss of $470.9 million for fiscal year 2019
compared to a net loss of $673 million for fiscal year 2018. As of
Feb. 1, 2020, GameStop had $2.82 billion in total assets, $2.21
billion in total liabilities, and $611.5 million in total
stockholders' equity.
GDS TRANSPORT: May Interimly Use Cash Collateral Until July 1
-------------------------------------------------------------
Judge Mark Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas authorized GDS Transport, LLC to use cash
collateral in the ordinary course of business through the date of
the final hearing.
The Court will hold a final hearing on the Debtor's use of cash
collateral on July 1, 2020 at 1:30 p.m. Objections are due by June
24.
As adequate protection for the Debtor's use of cash collateral:
(a) Truist Bank, fka Branch Banking and Trust Company is
granted an unavoidable and fully perfected post-petition lien on
receivables of the Debtor, with the same respective lien priorities
as existed pre-petition, to the extent the Debtor utilizes cash
collateral.
(b) Truist Bank is granted unavoidable and fully perfected
liens on all post-petition assets (save and except for Chapter 5
causes of action) to the extent of the diminution of the Bank's
collateral.
(c) The Debtor is directed to pay Truist Bank $19,045 each
month for its term loan during the pendency of the Chapter 11
proceeding, and an additional monthly amount of $13 will be paid as
adequate protection to the Bank on its line of credit.
(d) The Debtor will provide reasonable and prompt access to
its financial information upon reasonable request by counsel for
Truist Bank.
(e) The Debtor must provide weekly reports to Truist Bank
concerning its sales, receipts and expenses.
A copy of the Order is available for free at https://is.gd/Fxig7L
from PacerMonitor.com.
About GDS Transport, LLC
GDS Transport -- https://logisticorpgroup.com -- is part of
Logisticorp Group -- a full-service logistics, transportation,
supply chain and fleet services company servicing customers
globally. It serves as an end-to-end deployment partner delivering
core supply chain services and warehouse management services.
GDS Transport, LLC, filed its voluntary petition under Chapter 11
of the Bankruptcy Court (Bankr. N.D. Tex. Case No. 20-41765) on May
15, 2020. In the petition signed by Thomas Thacker, president, the
Debtor estimated $4,685,801 in assets and $3,837,395 in
liabilities. Corey W. Haugland, Esq. at James & Haughland P.C.
represents the Debtor as counsel.
GEMSTONE SOLUTIONS: U.S. Trustee Objects to the Amended Plan
------------------------------------------------------------
John P. Fitzgerald, III, Acting United States Trustee for Region
Four (the UST), objects to the Amended Chapter 11 Plan of
Reorganization of Gemstone Solutions Group, Inc. and its debtor
affiliates.
The UST claims that neither the Amended Plan nor the Amended
Disclosure Statement provide any statutory support for the millions
in bonus and severance payments that they are seeking to pay to the
top two executives. However, the payments fall squarely within the
prohibitions of 11 U.S.C. Sec. 503(c), and the Debtors cannot meet
the high hurdle necessary for the Court to approve them through
confirmation of the Amended Plan.
The UST renews his previous objections to the third party releases
and exculpation provisions proposed in the Plan and the Amended
Plan. The U.S. Trustee objects to the third-party release and
exculpation provisions in the Amended Plan because the provisions
are non-consensual, overly broad and inconsistent with Fourth
Circuit Law.
The UST also reasserts his position that the Amended Plan does not
meet all requirements of Sec. 1129(a) because administrative claims
are deemed to consent to a reduced amount of their claims simply by
abstaining from returning an election ballot and option-out of the
proposed settlement provisions.
The U.S. Trustee acknowledges and understands that the Debtors may
still be negotiating with other constituencies and that certain
provisions in the Amended Plan may be subject to further revisions
or amendments.
A full-text copy of the UST's objection to the Amended Plan of
Reorganization dated May 19, 2020, is available at
https://tinyurl.com/y9873qay from PacerMonitor at no charge.
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.
GRAN TIERRA ENERGY: S&P Raises ICR to 'B-'
------------------------------------------
S&P Global Ratings raised its issuer credit rating on Canada-based
oil and gas producer Gran Tierra Energy Inc. (GTE) to 'B-' from
'CCC+', and its issue-level ratings to 'B-' from 'CCC+' on its
6.25% senior unsecured notes due 2025 and 7.75% senior unsecured
notes due 2027 (for $300 million each). S&P also removed ratings
from CreditWatch with negative implications, where S&P placed them
on May 15, 2020.
GTE announced the completion of renegotiated terms under its
committed revolving credit facility after the company petitioned
for a waiver amid the current downturn. GTE received a waiver on
its covenants until Oct. 1, 2021.
"We believe the waiver will prevent the company from facing any
payment acceleration on its revolving credit facility and senior
unsecured notes under its cross-default restrictions. We expect the
company to breach its debt-to-EBITDAX covenant on its revolving
credit facility by mid-2020, given the sharply low oil prices and
potential decline in volume demand," S&P said.
"As we had expected in our previous review ("Oil And Gas Producer
Gran Tierra Energy Downgraded To 'CCC+' From 'B' And Placed On
Watch Negative On Weaker Liquidity" on May 15, 2020), lenders had
reduced the borrowing base available for GTE to $225 million on May
31, 2020, from $300 million previously assigned. Given that the
company has already drawn $204 million as of the same date, we
believe liquidity sources for GTE are now insufficient in the event
of limited access to credit markets." The mitigating factors is the
company's ability to reduce capex spending and the absence of debt
maturities for the next 12 months," the rating agency said.
GREEN EARTH: Proposes Auction Sale or Surrender of Equipment
------------------------------------------------------------
Green Earth Ag Service, LLC, asks of the U.S. Bankruptcy Court for
the Western District of Wisconsin to authorize the sale of
approximately two dozen items of equipment, as shown on Exhibit A,
which are no longer essential to its operations, at public auction.
As noted in the far-right column of Exhibit A, several items of
equipment are subject to first-priority purchase-money security
interest liens in favor of Deere & Coo., CNH Industrials, and Ag
Direct ("PMSI Creditors"), by virtue of their properly-perfected
liens in those items. BMO Harris Bank, N.A. holds a junior
security interest to the PMSI Creditors' liens in those items of
equipment, and a first-priority security interest in all other
equipment, by virtue of its properly-perfected General Agricultural
Security Interest in all assets.
Green Earth Ag received a proposal from Stan Jones of Jones Auction
& Realty Service, LLC to conduct an online auction sale of the
equipment. Green Earth Ag will separately move to employ Jones
Auction to conduct the sale. Green Earth Ag selected Jones Auction
due to its experience in conducting online auction formats, which
help attract bidders nationwide (even worldwide), and is necessary
given the impact of COVID-19 on the ability to conduct in-person
sales that would attached a crowd of interested buyers. Jones
Auction is also familiar with the equipment to be sold, having
conducted an appraisal for Green Earth Ag in late 2018 / early
2019. Jones Auction's commission of 3% plus a 5% buyer fee is
reasonable, and at or below market rates for these kinds of sales.
The auction sale has not yet been scheduled, but will be scheduled
as soon as practicable and advisable after both an order approving
the Motion and an order approving employment of Jones Auction are
entered by the Court.
Green Earth AG asks authorization to sell the equipment listed on
Exhibit A, free and clear of all liens, claims, encumbrances and
interests, with all such liens, claims, encumbrances and interests
to attach to the proceeds in order of their respective priorities.
In lieu of the sale, any of the PMSI Creditors or BMO may instead
request surrender of their collateral by filing an objection to the
Motion stating its request for a surrender, and identifying the
equipment to be surrendered. The surrender of equipment terminates
the rights of the Debtor and the estate in the equipment
surrendered, but does not affect the rights of any secured creditor
claiming a lien in or to the equipment or its proceeds following
any disposition after surrender.
Within 14 days of the completion of the sale, a report of the sale
will be filed with the Court and served on the U.S. Trustee, the
PMSI Creditors and BMO. The report of the sale will also reflect
any items surrendered to any creditor based on a creditor's
objection to the Motion.
The auctioneer will hold all funds received from the sale in his
trust account until further order of the Court. Following the
sale, Green Earth Ag will file a motion for distribution of the
proceeds of the sale.
The proposed auction sale of the equipment or surrender to the
lienholder(s) is in the best interests of the estate, as it will
reduce the overall indebtedness to BMO and the PMSI Creditors. The
equipment is not essential to the going-forward operations of Green
Earth Ag, and no adverse impact on revenues is anticipated by
selling or surrendering the equipment. There will be no adverse
tax consequences of the sale or surrender because Green Earth Ag is
single-member LLC, so any capital gains taxes due will be passed
through to its member.
Green Earth Ag further requests waiver of the application of Rule
6004(h) or Rule 4001(a)(3), so that the parties can proceed with
the sale or surrender of equipment as soon as practicable following
entry of an order authorizing the sale.
A copy of the Exhibit A is available at
https://tinyurl.com/yceo3y82 from PacerMonitor.com free of charge.
About Green Earth Ag Service
Green Earth Ag Service, LLC, filed its Chapter 12 voluntary
petition on Dec. 9, 2019 and Walker Bros., LLC on Dec. 10, 2019.
These two cases are jointly administered. On March 5, 2020, the
Court converted the cases to cases under Chapter 11, (Bankr. W.D.
Wis. Case No. 3-19-14090-cjf) and (Bankr. W.D. Wis. Case No.
3-19-14092-cjf), respectively.
GREENTEC-USA INC: Hires MichieHamlett PLLC as Special Counsel
-------------------------------------------------------------
GreenTec-USA, Inc. seeks authority from the U.S. Bankruptcy Court
for the Eastern District of Virginia to employ MichieHamlett, PLLC
as its special counsel.
GreenTec-USA requires MichieHamlett to:
(i) prepare and file the Petition for Appeal, including
conducting relevant legal research;
(ii) prepare for and attend oral argument on the Petition
before the Virginia Supreme Court; and
(iii) if the Petition is granted, prepare and file the briefs in
support and eventual oral argument on the appeal itself.
The professionals who will work on this matter are David W. Thomas
and E. Kyle McNew, whose current hourly rates are both at $350 per
hour. Paralegals and law clerks may be called upon, as necessary,
at a billing rate of $125 perhour.
The Debtor will pay MichieHamlett a retainer of $7,500.
MichieHamlett does not represent or hold any interest adverse to
the debtor or to the estate with respect to the matter on which
such attorney is to be employed, according to court filings.
The firm can be reached through:
David W. Thomas, Esq.
E. Kyle McNew, Esq.
MichieHamlett Attorneys at Law
310 4th St NE
Charlottesville, VA 22902
Phone: +1 434-951-7200
About GreenTec-USA Inc.
GreenTec-USA, Inc. -- https://greentec-usa.com/ -- offers
cyber-defense, secure data, secure systems, and secure document
storage, video compression, data center modularization and
optimization services.
Based in Sterling, Va., GreenTec-USA filed a voluntary Chapter 11
petition (Bankr. E.D. Va. Case No. 19-14034) on Dec. 10, 2019. In
the petition signed by Stephen Petruzzo, president and chief
executive officer, Debtor estimated $1 million to $10 million in
both assets and liabilities. Robert M. Marino, Esq., at Redmon
Peyton & Braswell, LLP, is Debtor's legal counsel.
HARRIS DAVIS WELCH: McEleveen Buying Sardinia Property for $40K
---------------------------------------------------------------
Harris Davis Welch asks the U.S. Bankruptcy Court for the District
of South Carolina to authorize the private sale of the 19.5 acres,
more or less, more particularly described as all of that certain
tract of land, with improvements thereon, lying, being and situate
a short distance Northwest of US Highway 301 approximately 2 miles
Northeast of the village of Sardinia in School District Number 3 of
the County of Clarendon, State of South Carolina, containing 27.95
acres according to a division plat made by James B. Floyd Surveyor
revised and traced Feb. 3, 1961, recorded in the Office of the
Clerk of Court for Clarendon County in Plat Book 16 at Page 177 and
identified thereon as the Virgil Parker tract and bounded thereon,
TMS No. 281-00-01-008, to Tim McEleveen for $40,000.
The Property was appraised March 1, 2019 by William Miles Hodge,
Appraisal Associates of South Carolina, Inc., who placed a value of
$36,000 on the property. The tax appraisal for the tract is
$6,894.
A real estate agent has not been involved in the transaction.
Reasonable compensation will be determined by the Court (but not to
exceed the limits set in 11 U.S.C. Section 326(a)).
The Citizens Bank holds a first mortgage against the Property for
$583,578.
There will be no proceeds to be paid to estate. All proceeds will
be paid to the Citizens Bank. The estate will benefit by the
reduction of secured debt.
The Debtor is not requesting that the stay provided by Fed. R.
Bankr. P. 6004 not apply to the final order.
The Debtor is informed and believes that it would be in the best
interest of the estate to sell said property by private sale. He
also believes that the funds to be recovered for the estate from
the sale of said property justify its sale and the filing of the
application.
A hearing on the Motion is set for June 24, 2020 at 10:30a.m.
Objections, if any, must be filed within 21 days of service of the
notice.
The Purchaser:
Tim McEleveen
2098 Seloc Rd.
Turbeville, SC 29162
Harris Davis Welch sought Chapter 11 protection (Bankr. D.S.C. Case
No. 20-00020) on Jan. 3, 2020. The Debtor tapped Reid Smith, Esq.,
at Bird and Smith, PA, as counsel.
HARSCO CORP: Egan-Jones Cuts Foreign Curr. Unsec. Rating to BB-
---------------------------------------------------------------
Egan-Jones Ratings Company, on June 1, 2020, downgraded the foreign
currency unsecured rating on debt issued by Harsco Corporation to
BB- from BB.
Headquartered in Camp Hill, Pennsylvania, Harsco Corporation is an
industrial service and engineered products company.
HERC HOLDINGS: Egan-Jones Withdraws D Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on June 2, 2020, withdrew its 'D'
foreign currency and local currency senior unsecured ratings on
debt issued by Herc Holdings Inc. EJR also withdrew its 'D' rating
on commercial paper issued by the Company.
Headquartered in Bonita Springs, Florida, Herc Holdings, Inc.
operates as a holding company.
HERTZ CORPORATION: Ciardi, Francis Represent Theft Plaintiffs
-------------------------------------------------------------
In the Chapter 11 cases of The Hertz Corporation, et al., the law
firms of Ciardi Ciardi & Astin and Francis Alexander, LLC,
submitted a verified statement under Rule 2019 of the Federal Rules
of Bankruptcy Procedure, to disclose that they are representing the
Misreported Theft Plaintiffs.
CC&A and Francis Alexander represent the following parties as firm
clients. The clients are all victims of false police reports by the
Debtors. There are five underlying cases currently pending against
Debtors:
* Delaware Case - The civil action titled Hannah Ayoub, et al.
v. Hertz Global Holdings, Inc., et al., No. N20C-05-189 VLM,
currently pending in the Superior Court of the State of
Delaware:
a. Hannah Ayoub, having an address of 2221 Winding Way,
Broomall, PA 19008;
b. Nicole Stevens, having an address of 12838 Hunting Briar
Dr., Houston, TX 77099;
c. Shontrell Higgs, having an address of 8620 N. Sherman
Circ., Apt 105, Miramar, FL 33025;
d. Julius Burnside, having an address of 440 Cross Park Dr.,
X908, Pearl, MS 39208;
e. Magalie Sterlin, having an address of 2378 Hidden Glen Dr.
SE, Marietta, GA 30067;
f. Arthur Stepanyan, having an address of 11071 Painted Tree
Rd., Charlotte, NC 28226;
g. Howard Junious, having an address of 1108 South Union
Ave., 7, Bakersfield, CA 93307;
h. Laketa Collins, having an address of 2820 Emerson Ave. S,
St. Petersburg, FL 33712;
i. Michelle Johnson, having an address of 13265 Conner Knoll
Pkwy, Fishers, IN 46038;
j. Brian Steinberg, having an address of 328 35th St. South,
Brigantine, NJ 08203;
k. Antwone Person, having an address of 628 E. 144th PL,
Dolton, IL 60419;
l. Michael Koss, having an address of 10401 Ski Dr., Oklahoma
City, OK 73162;
m. Amanda Koss, having an address of 10401 Ski Dr., Oklahoma
City, OK 73162;
n. Cheryl Young, having an address of 1952 Abby PL, Manteca
CA 95336;
o. Stephanie Keene, having an address of 2713 Via Murano,
#210, Clearwater, FL 33764;
p. James Keene, having an address of 2713 Via Murano, #210,
Clearwater, FL 33764;
q. Barbara Fernandez, having an address of 4268 NW 5th St.,
Miami, FL 33126;
r. Thomas John Channell, having an address of 22 3rd Ave.,
Boca Raton, FL 33498;
s. Michael Channell, having an address of 22 3rd Ave., Boca
Raton, FL 33498; and
t. Jessica Gurumendi, having an address of 5343 Hermosa St.,
Orlando, FL 32807.
* Pennsylvania Case - The civil action titled Vangelis, et al.
v. Hertz Global Holdings, Inc., et al., No. 200501362,
currently pending in the Philadelphia Court of Common Pleas:
a. Roula Vangelis on behalf of her minor child A.G., having
an address of 644 West End Walk, Media, PA 19063;
b. Roula Vangelis on behalf of her minor child C.G., having
an address of 644 West End Walk, Media, PA 19063;
* Florida Case - The civil action titled Williams v. The Hertz
Corporation, No. 19-CA-012657 (Tampa), currently pending in
the Circuit Court of the 13th Judicial Circuit, Hillsborough
County:
a. Brent Williams, having an address of 3568 Ironstone Ct.,
Bethlehem, PA 19020;
* Virginia Cases - The civil actions titled Nancy Cullen-Smits
v. The Hertz Corporation, (CL19000548-00), and Ryan Smits v.
The Hertz Corporation (CL19000547-00) currently pending in
Faquier County Circuit Court:
a. Nancy Cullen Smits, having an address of 5719 Crescent Pt.
Dr., Orange VA 22940;
b. Ryan Smits, having an address of 5719 Crescent Pt. Dr.,
Orange VA 22940;
* Ohio Case - The civil action titled Essick v. The Hertz
Corporation, et al., No. 2019-cv-03424, currently pending in
the Montgomery County Court of Common Pleas:
a. Henry B. Essick III, having an address of FCI Terre Haute,
PO Box 33, Terre Haute, IN 47808;
Nature of Claims and Interests:
The clients listed above are plaintiffs in the above-named state
court civil actions and are collectively referred to as the "False
Police Report Plaintiffs," which are all currently pending.
Facts and Circumstances of Engagement:
a. Francis Alexander was retained to represent the False Police
Report Plaintiffs in connection with the State Court Actions
via a series of engagement agreements entered into from 2018
to 2020; and
b. CC&A was retained to represent the False Police Report
Plaintiffs in connection with the above-captioned cases in
June 2020.
Nothing contained in this Statement should be construed as an
admission by the named creditors. Additionally, nothing contained
in this Statement should be construed as a limitation upon, or
waiver of, the named creditors' rights to file or amend claims in
accordance with applicable law.
Counsel for the Misreported Theft Plaintiffs can be reached at:
CIARDI CIARDI & ASTIN
Daniel K. Astin, Esq.
Joseph McMahon, Jr., Esq.
1204 North King Street
Wilmington, DE 19801
Telephone: (302) 658-1100
Facsimile: (302) 658-1300
E-mail: jmcmahon@ciardilaw.com
Albert A. Ciardi, III, Esq.
Walter W. Gouldsbury III, Esq.
CIARDI CIARDI & ASTIN
One Commerce Square, Suite 3500
2005 Market Street
Philadelphia, PA 19103
Telephone: (215) 557-3550
Facsimile: (215) 557-3551
E-mail: aciardi@ciardilaw.com
wgouldsbury@ciardilaw.com
- and -
Francis Malofiy, Esq.
FRANCIS ALEXANDER, LLC
280 N. Providence Road, Suite 1
Media, PA 19063
Telephone: (215) 500-1000
Facsimile: (215) 500-1005
E-mail: francis@francisalexander.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/JO3ze7
About Hertz Corp.
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. The Company also
operates a vehicle leasing and fleet management solutions
business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court
(Bankr. D. Del. Case No. 20-11218).
The Hon. Mary F. Walrath is the presiding judge.
White & Case LLP is serving as legal advisor, Moelis & Co. is
serving as investment banker, and FTI Consulting is serving as
financial advisor. Richards, Layton & Finger, P.A., is the local
counsel.
Prime Clerk LLC is the claims agent, maintaining the page
https://restructuring.primeclerk.com/hertz
HERTZ GLOBAL: Awarded Retention Bonuses Days Before Filing
----------------------------------------------------------
Brinkwire reports that Hertz Global Holdings said it has paid about
$16.2 million in retention bonuses to a range of key executives at
the director level and above.
In the day prior to their bankruptcy filing, the company paid
President and Chief Executive Officer Paul Stone $700,000, and
Executive Vice President and Chief Financial Officer Jamere Jackson
$600,000, Hertz said in a filing to regulators. Employees who
received the retention bonus would forfeit the right to participate
in the Florida-based company's 2020 annual bonus plan.
However the future is uncertain for the company amid travel bans
and lockdowns imposed to curb the spread of the new coronavirus.
Since the virus outbreak, a large portion of Hertz's revenue, which
comes from car rentals at airports, have evaporated.
With nearly $19 billion of debt, Hertz is among the largest
companies to be undone by the COVID-19 pandemic. That staggering
amount is made up of $4.3 billion in corporate bonds and loans and
$14.4 billion in vehicle-backed debt held at special financing
subsidiaries’.
In May 2020, the board of the company, which counts billionaire
investor Carl Icahn as its largest shareholder with a nearly 39
percent stake, allowed it to seek chapter 11 protection in a U.S.
bankruptcy court in Delaware.
By issuing bonuses before the bankruptcy filing, the company did
not have to request permission to do so through court.
About Hertz Corp.
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. The Company also
operates a vehicle leasing and fleet management solutions
business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court
(Bankr. D. Del. Case No. 20-11218).
The Hon. Mary F. Walrath is the presiding judge.
White & Case LLP is serving as legal advisor, Moelis & Co. is
serving as investment banker, and FTI Consulting is serving as
financial advisor. Richards, Layton & Finger, P.A., is the local
counsel.
Prime Clerk LLC is the claims agent, maintaining the page
https://restructuring.primeclerk.com/hertz
HILTON WORLDWIDE: Egan-Jones Lowers Senior Unsecured Ratings to B
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 1, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Hilton Worldwide Holdings Inc. to B from BB-. EJR also
downgraded the rating on commercial paper issued by the Company to
B from A3.
Headquartered in McLean, Virginia, Hilton Worldwide Holdings Inc.
operates as a holding company.
HOLLYFRONTIER CORP: Egan-Jones Hikes Sr. Unsecured Ratings to BB+
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 4, 2020, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by HollyFrontier Corporation to BB+ from BB.
Headquartered in Dallas, Texas, HollyFrontier Corporation, through
its affiliates, refines, transports, stores, and markets petroleum
products.
IGB GROUP: Seeks Approval to Hire Bankruptcy Attorney
-----------------------------------------------------
IGB Group Inc. seeks authority from the US Bankruptcy Court for the
Eastern District of California to employ a bankruptcy attorney.
David C. Johnston, Esq. as its attorney will provide these
services:
(a) give the Debtor legal advice about various bankruptcy
options, including relief under Chapters 7 and 11, and legal advice
about non-bankruptcy alternatives for dealing with the claims
against it;
(b) give the Debtor in Possession legal advice about its
rights, powers, and obligations in the Chapter 11 case and in the
management of the estate;
(c) take necessary action to enforce the automatic stay and to
oppose motions for relief from the automatic stay;
(d) take necessary action to recover and avoid any
preferential or fraudulent transfers, if any are ascertained;
(e) appear with the Debtor's corporate secretary at the
meeting of creditors, initial interview with the U.S. Trustee,
status conference, and other hearings held before the Court;
(f) review and if necessary, object to proofs of claim;
(g) take steps to obtain Court authority for the sale or
refinancing of assets, if necessary; and
(h) prepare a plan of reorganization and a disclosure
statement, if necessary, and take all steps necessary to bring the
plan to confirmation.
Mr. Johnson received $5,000 as retention fee and $1,717 for the
Court's filing fee.
Mr. Johnston assures the court that he does not hold any interest
adverse to the estate, and is a “"disinterested person" as
defined in Sec. 101(14).
Mr. Johnston can be reached at:
David C. Johnston, Esq.
627 13th St
Modesto, CA 95354
Phone: +1 209-579-1150
About IGB Group Inc.
Based in Oakdale, California, IGB Group Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No.
20-90298) on April 27, 2020, listing under $1 million in both
assets and liabilities. David C. Johnston, Esq. is the Debtor's
counsel.
ILLUMINATE HOLDINGS: S&P Assigns 'B+' ICR; Outlook Stable
---------------------------------------------------------
S&P Global Ratings assigned a 'B+' issuer credit rating to
Illuminate Holdings III LLC and Illuminate Buyer LLC. The outlooks
are stable.
S&P said, "We are also assigning a 'B+' issue-level rating to
borrower Illuminate Buyer LLC's proposed proposed senior secured
debt. The recovery rating is '3' and indicates our expectation for
meaningful (50%-70%; rounded estimate: 60%) recovery of principal
in the event of a default. We assigned a 'B-' rating and '6'
recovery rating to the unsecured debt also at Illuminate Buyer
indicating our expectation for negligible (0%-10%;point estimate
5%) recovery in the event of a default."
"Our ratings on Illuminate Holdings III LLC and Illuminate Buyer
LLC (d/b/a Lummus Technology) reflect the company's highly
profitable--albeit niche--technology licensing, catalyst, and
proprietary equipment businesses. The ratings also are based on the
company's large debt balance. We believe that the borrower,
Illuminate Buyer LLC, is core to the parent Illuminate Holdings III
LLC, and we equate credit quality at both entities."
"We believe the company's technological capability is a key
strength that generates a steady technology licensing income. The
company has successfully leveraged this strength in other related
businesses that sell catalysts and proprietary equipment. We view
the high profitability, very low capital intensity, and favorable
payment terms as important credit strengths of the business. The
businesses are not capital intensive because the company does not
manufacture the catalysts or proprietary equipment it sells.
Instead, it outsources them from key suppliers. Lummus generates
its catalyst and equipment sales from customers to which it has
licensed its technology. We view the favorable payment terms as a
reflection of the company's market position. The company's revenues
have a high level of visibility because it recognizes revenue on a
percentage completion basis."
"We believe several of these strengths are protected by entry
barriers to the company's business, including its brand
recognition, extensive experience, technological strengths, and the
fact that the business occupies a small niche, which makes it less
attractive for large players to enter. Although the company has
three businesses, each business serves a small niche, and the
company is narrowly focused on a few end markets--mainly
petrochemical and refining. We recognize othercredit weaknesses
including some lumpiness in revenues arising from sales of
equipment where the revenue recognition is not spread out over a
number of years. A deferment, or cancellation, of such equipment
sale, while rare, has a disproportionate negative impact on
revenues. We also view the absence of a track record of performance
as an independent entity as a credit risk although the continuation
of management with an extensive track record will help mitigate a
large portion of the risk."
"We view the company's highly leveraged financial position,
including total debt to EBITDA of around 7x on a weighted average
basis over the next two years, and its private equity ownership as
key financial risks. Offsetting these risks, to some extent, are
the positive free cash flow we expect the company to generate.
Lummus Technology, like many other companies, will be negatively
affected by the ongoing recessionary environment. We believe that
the impact on Lummus Technology will be muted because of we expect
Lummus' 2020 revenue to benefit from business won in these previous
years, given how technology licensing revenue from a project
accrues over a number of years. Still, the backdrop of the current
uncertain and unprecedented economic environment is a credit risk.
On a weighted average basis we expect the ratio of total debt to
EBITDA to be around 7x. We assume an economic recession will
contract global GDP by approximately 2% in 2020, U.S. GDP by about
5%, and Eurozone GDP by about 7%. We expect the transition to a
stand-alone entity with new ownership will bring challenges, but do
not anticipate that these will hurt or stall EBITDA growth. In our
base case we assume the key ratio of funds from operations (FFO) to
total debt will be approximately 7.5% on a weighted average
basis."
"The stable outlook reflects our assumption that the acquisition of
the company by TCG and Rhone will go ahead as planned, funded by
the capital structure as proposed. We anticipate that the company's
earnings in 2020 will be constrained by the current economic
downturn, sharply reducing growth prospects. However, we expect
EBITDA will remain at least flat to 2019 supported in part by
earnings from awards in previous years that the company recognizes
on a percentage completion basis. The company also benefits from
projects at clients that are already under way, although some of
these may slow down. We assume an economic recession will contract
global GDP by approximately 2% in 2020, U.S. GDP by about 5%, and
Eurozone GDP by about 7%. We expect the transition to a stand-alone
entity with new ownership will bring challenges, but do not
anticipate that these will hurt or stall EBITDA growth. In our base
case we assume the key ratio of funds from operations (FFO) to
total debt will be approximately 7.5% on a weighted average
basis."
"We could lower ratings over the next few months if the transaction
does not go ahead as planned, or if the company is capitalized
differently than currently envisioned. We could also lower ratings
if, against our base-case expectations, earnings weaken in 2020
with no immediate prospect for recovery. We could lower ratings if
the ratio of FFO to total debt dropped below 6% on a weighted
average basis or if the ratio of debt to EBITDA deteriorated to
levels above 8x on a weighted average basis. In addition, we could
consider a negative rating action if the company faces liquidity
issues such that we anticipate sources of liquidity will drop below
1.2x uses."
"Although we consider it unlikely at this time, we could raise
ratings over the next 12 months, if the company sustains a capital
structure such that we expect the ratio of FFO to total debt to
remain above 12%. We would expect both management and ownership to
commit to maintaining a capital structure that would sustain ratios
at this level. An important aspect of any review for an upgrade
will be a track record as an independent entity."
INFINERA CORP: Egan-Jones Lowers Senior Unsecured Ratings to CC
---------------------------------------------------------------
Egan-Jones Ratings Company, on June 2, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Infinera Corporation to CC from CCC.
Headquartered in Sunnyvale, California, Infinera Corporation
manufactures digital optical telecommunications equipment.
INMAR INC: S&P Cuts ICR to 'B-' on Higher-Than-Expected Leverage
----------------------------------------------------------------
S&P Global Ratings lowering the issuer credit rating on Inmar Inc.
to 'B-' from 'B'. S&P also lowered its ratings on the company's
first-lien credit facility to 'B-' from 'B' and its second-lien
term to 'CCC' from 'CCC+'. S&P's recovery ratings remain
unchanged.
Leverage was 9.8x at the end of the first quarter, significantly
above S&P's prior expectations of the high-7x.
Contributing to this higher leverage was weaker-than-anticipated
revenue growth in core and acquired businesses and margins
pressured by higher than previously expected integration and other
business investment spending (such as a new global ERP system).
"We previously expected leverage to decline below 7x, our threshold
to revise the outlook to stable in 2020, a scenario that we now
view as unlikely. We now expect costs will remain elevated for
longer than previously anticipated because of modest headwinds from
the COVID-19 outbreak in the second quarter that Inmar will need to
offset by stronger volumes in the second half of 2020, as well as
slower realization of synergies from the YouTech acquisition (due
to both prior delays in closing of the acquisition as well as
slowing transaction volume growth relative to prior years). At the
time of the YouTech acquisition the company anticipated synergy
realization to result in EBITDA margins to expand meaningfully
above currently budgeted levels, as a result of which we have
lowered are longer term margin improvement expectations," S&P
said.
S&P expectd modest cash flow generation in 2020.
"We expect reported free operating cash flow (FOCF) to be between
$15 million and $20 million and about $10 million of debt
amortization needs will result in modest cash flow generation and
poor pay-back credit measures in 2020. Cash flow generation is
limited by significant software development costs, which drive
total capex to around 5% of revenue, a level that we consider high
when compared with other business service peers," S&P said.
Nevertheless, S&P's stable rating outlook reflects expected
benefits from Inmar's good revenue diversification.
"We expect Inmar's health and logistics businesses will remain
relatively insulated from the impacts of the economic recession and
the COVID-19 pandemic. Despite some loss of revenue due to
operational issues in the logistics and healthcare lines that
occurred in March and April resulting from the COVDI-19 pandemic,
operations have already returned to normal and we expect the
company to recoup a large portion of the revenue that was lost.
Demand for Inmar's promotion services remain vulnerable over the
near term, but the weak macroeconomic environment will likely lead
to higher use of and demand for coupons. While the exact impact is
yet to be determined, the company is already seeing increasing new
customer sign-ups in the digital promotions business and
promotional event bookings are growing gradually, both of which
could have a substantially positive impact on Inmar's promotions
business revenue in the back half of 2020 and 2021, and provide
upside to our current base-case performance expectations," S&P
said.
"The stable outlook reflects our expectation that despite the
elevated leverage, Inmar's performance will remain stable, with
flat to low-single-digit organic growth rates and gradual margin
expansion resulting in leverage declining to the 8x area in 2020
and mid-7x area in 2021," the rating agency said.
S&P could lower its ratings if deteriorating operating performance
resulted in:
-- FOCF deficits;
-- EBITDA to cash-interest coverage declining below 1.5x; or
-- The cushion under the company's financial maintenance covenant
tightens such that S&P believes a breach is inevitable.
"In this scenario, we would expect to see weaker-than-expected
demand for coupons and promotional spending driving continued
declines in organic growth rates, affecting Inmar's ability to
expand margins due to synergy realization, as well as potentially
negatively impacting pricing levels," S&P said.
"Although highly unlikely over the next year, we could raise our
ratings if Inmar demonstrates stronger-than-anticipated performance
through either accelerating top-line growth or better margins as it
realizes synergies from recent acquisitions, such that adjusted
leverage declines to and remaines below 7x. An upgrade would also
be contingent on our belief that the financial sponsor will
maintain a conservative financial policy, allowing the company to
maintain leverage at these levels with minimal risk of
releveraging," the rating agency said.
INTERLOGIC OUTSOURCING: Committee Taps Richard Barry as Consultant
------------------------------------------------------------------
The official committee of unsecured creditors of Interlogic
Outsourcing, Inc., seeks approval from the U.S. Bankruptcy Court
for the Northern District of Indiana to retain Richard W. Barry
Consulting Services, LLC, as its fraud investigation consultants.
Gregory A. Coleman and Richard W. Barry of Richard W. Barry
Consulting Services, LLC will provide fraud investigation
consulting and expert witness services to the Committee, including
review of such documents, testimony, and information as requested
by the Committee and its professionals, as appropriate and
feasible, to advise the Committee in aid of its investigation of
Khan, KeyBank, and the other actors involved in the alleged
prepetition fraud.
Mr. Barry and Mr. Coleman bill at $500/hour. Administrative staff
bill at a rate not to exceed $125/hour. Richard W. Barry's
customary practice is to charge for non-working travel time and has
agreed with the Committee to provide a 50% discount to its hourly
rates for any non-working travel time charged.
Mr. Barry assures the court that the firm and its principals do not
hold or represent any interest adverse to the Debtors' estates.
The firm can be reached through:
Richard W. Barry
Richard W Barry Consulting Services
1009 Philadelphia Ave
Point Pleasant Beach, NJ 08742
Phone: (732) 899-2700
About Interlogic Outsourcing
Founded in Elkhart, Indiana in 2002 and operating under the trade
name IOIPay, Interlogic Outsourcing, Inc., and its related entities
-- https://www.ioipay.com/ -- are a locally based payroll processor
with a national customer base and footprint. They provide payroll,
payroll tax, and benefit administration services directly to
clients in the United States, as well as through a network of
licensees in the United States and Canada.
Interlogic Outsourcing and six affiliates sought Chapter 11
protection (Bankr. N.D. Ind. Lead Case No. 19-31445) on Aug. 10,
2019. In the petition, Interlogic Outsourcing is estimated to have
less than $10 million in assets and at least $10 million in
liabilities.
The Hon. Harry C. Dees, Jr., is the case judge.
The Debtors tapped Jacobson Hile Kight LLC and Paul Hastings LLP as
their counsel, and Prime Clerk LLC as their claims agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Aug. 22, 2019.
INTERSTELLAR DISRUPTION: Hires Wernick Law as Legal Counsel
-----------------------------------------------------------
Interstellar Disruption, LLC, seeks authority from the United
States Bankruptcy Court for the Southern District of Florida to
hire Wernick Law, PLLC as its legal counsel.
The professional services Wernick Law will render are:
(a) give advice to the Debtor with respect to its powers and
duties as a Debtor-in-possession and the continued management of
business operations;
(b) advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the Court;
(c) prepare motions, pleadings, orders, applications,
adversary proceedings, and other legal documents necessary in the
administration of the case;
(d) protect the interest of the Debtor in all matters pending
before the Court; and
(e) represent the Debtor in negotiations with creditors in the
preparation of a plan.
Wernick Law's attorneys and their hourly rates are:
Aaron A. Wernick $475
Lenore Rosetto Parr, of counsel $325
Paralegals $150
The Debtor agreed to pay Wernick Law a retainer in the amount of
$12,5002, which includes the filing fee of $1,717.
Aaron Wernick, Esq., at Wernick Law, disclosed in court filings
that he and his firm do not represent any interest adverse to
Debtor and its bankruptcy estate, according to court filings.
The firm can be reached through:
Aaron A. Wernick, Esq.
Wernick Law, PLLC
2255 Glades Road, Suite 324A
Boca Raton, Florida 33431
Phone: (561) 961-0922
Fax: (561) 431-2474
Email: awernick@wernicklaw.com
About Interstellar Disruption, LLC
Interstellar Disruption, LLC d/b/a Swanky Smiles --
https://swankysmiles.com -- is a mobile concierge orthodontic
company.
Interstellar Disruption concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla.
Lead Case No. 20-15408) on May 17, 2020. The petitions were signed
by Christopher Freeman, managing member.
At the time of filing, the Debtors each estimated $1 million to $10
million in both assets and liabilities.
Aaron Wernick, Esq. at WERNICK LAW, PLLC, represents the Debtors as
counsel.
J. C. PENNEY: Hires AlixPartners as Financial Advisor
-----------------------------------------------------
J. C. Penney Company, Inc., and its debtor-affiliates seek approval
from the United States Bankruptcy Court for the Southern District
of Texas to hire AlixPartners, LLP as their financial advisor.
J. C. Penney requires AlixPartners to:
-- assist the Debtors with development of its rolling 13-week
cash receipts and disbursements forecasting tool designed to
provide on-time information related to the Debtors' liquidity;
-- assist the Debtors with development and implementation of cash
management strategies, tactics and processes;
-- assist the Debtors to identify and implement both short-term
and long-term liquidity generating initiatives;
-- assist the Debtors with development of its revised business
plan, and such other related forecasts as may be required by the
bank lenders in connection with negotiations or by the Debtors for
other corporate purposes;
-- assist the Debtors in negotiating and implementing
restructuring initiatives and evaluate strategic alternatives;
-- assist the Debtors with contingency planning and bankruptcy
preparation;
-- assist the Debtors in other business and financial aspects of
a Chapter 11 proceeding, including, but not limited to, development
of a Disclosure Statement and Plan of Reorganization;
-- assist with the preparation of the statement of affairs,
schedules and other regular reports required by the Court as well
as providing assistance in such areas as testimony before the Court
on matters that are within AlixPartners' areas of expertise;
-- assist, as requested, in analyzing preferences and other
avoidance actions;
-- manage the claims and claims reconciliation processes;
-- assist the Debtors with such other matters as may be requested
that fall within AlixPartners' expertise and that are mutually
agreeable.
AlixPartners will be paid at these hourly rates:
Managing Director $1,000 to $1,195
Director $800 to $950
Senior Vice President $645 to $735
Vice President $470 to $630
Consultant $175 to $465
Paraprofessional $295 to $315
AlixPartners currently holds a retainer payment of $500,000. In
the 90 days prior to the Petition Date including the Retainer, the
Debtors paid AlixPartners a total of $5,338,993.22.
AlixPartners will also be reimbursed for reasonable out-of-pocket
expenses incurred.
James Mesterharm, a managing director of AlixPartners, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
AlixPartners can be reached at:
James Mesterharm
ALIXPARTNERS LLP
909 Third Avenue
New York, NY 10022
Tel: (212) 490-2500
About J.C. Penney
J.C. Penney Corporation, Inc., is an American retail company,
founded in 1902 by James Cash Penney and today engaged in marketing
apparel, home furnishings, jewelry, cosmetics, and cookware. The
company was called J.C. Penney Stores Company from 1913 to 1924,
when it was reincorporated as J.C. Penney Co.
On May 15, 2020, JCPenney announced that it has entered into a
restructuring support agreement with lenders holding 70% of
JCPenney's first lien debt. The RSA contemplates agreed-upon terms
for a pre-arranged financial restructuring plan that is expected to
reduce several billion dollars of indebtedness. To implement the
Plan, the Company and its affiliates on May 15, 2020, filed
voluntary petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182).
Kirkland & Ellis LLP is serving as legal advisor, Lazard is serving
as financial advisor, and AlixPartners LLP is serving as
restructuring advisor to the Company. Prime Clerk is the claims
agent, maintaining the page http://cases.primeclerk.com/JCPenney
J. C. PENNEY: Seeks to Hire Lazard Freres as Investment Banker
--------------------------------------------------------------
J. C. Penney Company, Inc., and its debtor-affiliates seek approval
from the United States Bankruptcy Court for the Southern District
of Texas to hire Lazard Freres & Co. LLC as their investment
banker.
The Debtors require Lazard Freres to:
a) review and analyze the Debtors' business, operations, and
financial projections;
b) evaluate the Debtors' potential debt capacity in light of
their projected cash flows;
c) assist in the determination of an optimal capital structure
for the Debtors;
d) assist in the determination of a range of values for the
Debtors on a going-concern basis;
e) assist in analyze potential liability management
transactions or other capital structure alternatives, including any
Sale Transaction, Restructuring, and/or Financing, among others;
f) advise the Debtors on tactics and strategies for
negotiating with their creditors, equity holders, and other
stakeholders with respect to any Transaction;
g) render financial advice to the Debtors and participating in
meetings or negotiations with the Debtors' creditors, equity
holders, and other stakeholders, and/or rating agencies, or other
appropriate parties in connection with any Transaction;
h) advise the Debtors on the timing, nature, and terms of new
securities, other consideration, or other inducements to be offered
pursuant to any Transaction;
i) advise and assist the Debtors in evaluate any potential
Financing transaction by the Debtors, and, subject to Lazard's
agreement so to act and, if requested by Lazard, the execution of
appropriate agreements, on behalf of the Debtors, contacting
potential sources of capital as the Debtors may designate and
assist the Debtors in implementing such Financing;
j) assist the Debtors in identifying and evaluate candidates
for any potential Sale Transaction, advise the Debtors in
connection with negotiations and aiding in the consummation of any
Sale Transaction;
k) assist the Debtors in preparing documentation within
Lazard's area of expertise that is required in connection with any
Transaction;
l) attend meetings of Diamond Offshore Drilling, Inc.'s board
of directors with respect to matters on which Lazard has been
engaged to advise under the Engagement Letter;
m) provide testimony, as necessary, with respect to matters on
which Lazard has been engaged to advise under the Engagement Letter
in any proceeding before the Bankruptcy Court; and
n) provide the Debtors with other financial advice related to
the foregoing.
The Debtors will compensate Lazard as follows:
(i) Monthly Fee. A monthly fee of $225,000 (Monthly Fee),
payable on the fifteenth day of each month beginning April 1, 2020
and thereafter until the earlier of the consummation of a
Restructuring, a Sale Transaction incorporating all or a majority
of the assets or all or a majority or controlling interest in the
equity securities of the Debtors, or the termination of Lazard’s
engagement pursuant to Section 11 of the Engagement Letter. Fifty
percent (50 percent) of all Monthly Fees paid after April 1, 2020
in excess of $1,350,000 shall be credited (without duplication)
against any Restructuring Fee, Sale Transaction Fee, Partial
Company Sale Transaction Fee, or Financing Fee payable; provided,
that, such credit shall only apply to the extent that such fees are
approved in their
entirety by the Court.
(ii) Restructuring Fee. A fee equal to $16,000,000, payable
upon the consummation of a Restructuring (Restructuring Fee).
(iii) Financing Fee. A fee (each a Financing Fee) equal to the
total gross proceeds provided for in any Financing (including all
amounts committed but not drawn down under credit lines or other
facilities) multiplied by: (a) 1.0 percent with respect to any
senior secured debt financing or DIP Financing; (b) 2.0 percent
with respect to any junior secured or unsecured debt financing; or
(c) 3.0 percent with respect to any equity or equity-linked
financing. The Financing Fee shall be payable upon the earlier of
signing a commitment letter or definitive documentation for such
Financing. Fifty percent (50 percent) of any Financing Fee(s) paid
shall be credited (without duplication) against any Restructuring
Fee subsequently payable.
(iv) Sale Transaction Fee. If, whether in connection with the
consummation of a Restructuring or otherwise, the Debtors
consummate a Sale Transaction incorporating all or a majority of
the assets or all or a majority or controlling interest in the
equity securities of the Debtors, a fee (the Sale Transaction Fee)
equal to the greater of (a) the fee calculated by breaking down the
Aggregate Consideration and multiplying it by the corresponding fee
percentage set forth in subparagraph (vi) below and (b)
$16,000,000. Any Sale Transaction Fee earned by Lazard shall be
payable upon the consummation of the applicable Sale Transaction.
(v) Partial Company Sale Transaction Fee. If, whether in
connection with the consummation of a Restructuring or otherwise,
the Debtors consummate any Sale Transaction not covered by clause
(iv) above, the Debtors shall pay Lazard a fee (each a Partial
Company Sale Transaction Fee) based on the Aggregate Consideration
calculated as set forth in the table in subparagraph (vi) below,
but in no event less than $1,000,000 for each Partial Company Sale
Transaction Fee. Fifty percent (50%) of any Partial Company
Transaction Fee paid shall be credited (without duplication)
against any Restructuring Fee or Sale Transaction Fee subsequently
payable. Any Partial Company Sale Transaction Fee earned by Lazard
shall be payable upon the consummation of the applicable Sale
Transaction.
David Kurtz, global head of restructuring at Lazard, attests that
his firm is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code, as modified by section 1107(b) of
the Bankruptcy Code, and as required by section 327(a) of the
Bankruptcy Code.
Lazard can be reached through:
David Kurtz
30 Rockefeller Plaza
New York, NY 10112
Phone: 1-212-632-6000
About J.C. Penney
J.C. Penney Corporation, Inc., is an American retail company,
founded in 1902 by James Cash Penney and today engaged in marketing
apparel, home furnishings, jewelry, cosmetics, and cookware. The
company was called J.C. Penney Stores Company from 1913 to 1924,
when it was reincorporated as J.C. Penney Co.
On May 15, 2020, JCPenney announced that it has entered into a
restructuring support agreement with lenders holding 70% of
JCPenney's first lien debt. The RSA contemplates agreed-upon terms
for a pre-arranged financial restructuring plan that is expected to
reduce several billion dollars of indebtedness. To implement the
Plan, the Company and its affiliates on May 15, 2020, filed
voluntary petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182).
Kirkland & Ellis LLP is serving as legal advisor, Lazard is serving
as financial advisor, and AlixPartners LLP is serving as
restructuring advisor to the Company. Prime Clerk is the claims
agent, maintaining the page http://cases.primeclerk.com/JCPenney
J. CREW: Moody's Rates $400MM DIP Term Loan Facility 'B2'
---------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the $400 million
senior secured super-priority debtor-in-possession term loan
facility of Chinos Intermediate Holdings A, Inc. (J. Crew) as
Debtor-in-Possession (DIP).
Proceeds from the DIP term loan will be used to fund the company
through the Chapter 11 process. J. Crew and various subsidiaries
filed for Chapter 11 on May 4, 2020. Moody's withdrew all ratings
of J. Crew following the filing. The current rating is being
assigned on a point-in-time basis and will not be monitored going
forward.
Assignments:
Issuer: Chinos Intermediate Holdings A, Inc. (DIP)
Senior Secured Super-Priority Term Loan, Assigned B2
RATINGS RATIONALE
The B2 rating assigned to J.Crew's DIP term loan facility primarily
reflects the estimated collateral coverage of the loan, as well as
structural considerations including upstream and downstream
guarantees, priority of liens, the nature of the collateral, and
the covenants. Other considerations include the nature of the
bankruptcy and reorganization, and the size of the DIP relative to
pre-petition debt.
The Chapter 11 filing was driven by high debt levels associated
with the company's 2011 leveraged buyout and subsequent dividend
distributions, combined with liquidity pressures from
coronavirus-driven disruption. In addition, over the past several
years persistent execution issues at the J.Crew business -- albeit
showing signs of a turnaround in late 2019 -- more than offset
strong growth at Madewell, resulting in weak earnings performance.
The company's high debt load prevented it from making sufficient
investments in product and digital capabilities particularly in the
J.Crew business during a period of intense competition in the
apparel retail sector. As a result, despite earnings growth in
2019, the company entered 2020 with high leverage of 7.3x as
defined per its credit agreement. Partly as a result of coronavirus
disruption, the company's plans to reduce its debt load and address
its upcoming 2021 debt maturities with proceeds from a Madewell IPO
did not materialize. The cash burn caused by temporary store
closures, weak consumer demand and high promotional activity were
the immediate factors that precipitated the bankruptcy filing.
The company has reached an agreement to reduce its total debt
burden by around $1.35 billion, or almost 66%, with 95.7% of its
pre-petition term loan lenders and 95.2% of its pre-petition
noteholders. The bankruptcy process will enable J.Crew to move to a
more manageable capital structure and alleviate liquidity by
reducing its interest expense and unsecured claims, specifically
lease and trade payable liabilities. The company expects to emerge
from bankruptcy approximately 130 days after the May 4, 2020
bankruptcy filing.
The pre-petition capital structure consisted of a $375 million ABL
revolver with approximately $310 million outstanding and $65
million of letters of credit, a $1,337 million senior secured term
loan, and $348 million of notes. When accounting for outstanding
balances on the ABL revolver, the DIP term loan is approximately at
34% of pre-petition debt. The bankruptcy plan provides that the
prepetition ABL remains outstanding through the chapter 11 case and
will be paid in full in cash at emergence. The company has entered
into a cash collateral agreement with the ABL lenders. The $400
million DIP term loan will represent new liquidity for the company,
and upon exit will convert into a $400 million exit term loan
facility. The DIP term loan has an initial $110 million tranche, a
$145 million final tranche, and an incremental $145 million tranche
(which requires the consent of at least 50% of DIP term loan
lenders). The pre-petition term loan will convert into 76.5% of the
new common stock in the reorganized Chinos Holdings, Inc. parent
entity remaining after equity is allocated to the exit term loan
facility fees. The pre-petition notes will convert to 23.5% of the
new common stock remaining after equity is allocated to the exit
term loan facility fees. In addition, per the transaction support
agreement, the initial consenting support parties Anchorage
Capital, GSO Capital Partners and Davidson Kempner Capital
Management, which provided a backstop of the DIP term loan, as well
as subsequent consenting parties, will receive additional equity
and warrants in the reorganized entity. The total assumed
enterprise value of the reorganized entity is $1,750 million. All
pre-petition preferred and common equity interests will be
cancelled.
The DIP term loan will contain upstream guarantees from
substantially all of the company's subsidiaries, and a downstream
guaranty from its parent, Chinos Holdings, Inc. It has a senior
priority to the ABL with respect to 100% equity interest in
intellectual property, real estate assets and equipment, and a
junior claim on the ABL priority collateral, which includes cash,
inventory and accounts receivable. Moody's estimates collateral
coverage for the DIP term loan will approach 0.9 time and is mainly
derived from the value of the intellectual property and
distribution centers.
The DIP term loan contains maintenance covenants including monthly
minimum cash receipts and maximum cash disbursements tested against
the DIP budget. Additionally, the agreement contains negative
covenants including limitations on indebtedness, liens, restricted
payments, investments and other limitations.
The DIP term loan will mature on May 4, 2021, or at the discretion
of the company, convert into the exit term loan.
Chinos Intermediate Holdings A, Inc. is a parent entity of J.Crew
Group, Inc., a retailer of women's, men's and children's apparel,
shoes and accessories. For the fiscal year ended February 1, 2020,
the company generated $2.5 billion of sales through its stores (193
J.Crew, 172 J.Crew Factory and 132 Madewell locations), websites,
catalogs and retail partners. Following the Chapter 11 filing, the
company will be owned by its former creditors.
The principal methodology used in this rating was
Debtor-in-Possession Lending published in June 2018.
J. HILBURN INC: Seeks to Hire Ordinary Course Professionals
-----------------------------------------------------------
J. Hilburn, Inc. seeks authority from the United States Bankruptcy
Court for the Northern District of Texas to hire employ
professionals utilized in the ordinary course of business.
The Debtor utilizes the services of various attorneys, accountants,
tax professionals and other professionals to represent it in
matters arising in the ordinary course of its business. At present,
the Debtor currently requires the services of three such Ordinary
Course Professionals.
The professionals are:
a. Baker Tilly Virchow Krause, LLP
-- Sales tax reporting, auditing, and payment; general
auditing and tax advisory services
-- Fees: $5,000 per month plus $15,000 total with respect
to tax returns and auditing services
b. Norton Rose Fulbright
-- Services related to collection and enforcement of civil
judgment
-- Fees: $5,000 per month
c. Landry Commercial Real Estate Services
-- Advisory and brokerage services related to the
relocation of the Debtor's operations
-- Fees: $5,000 per month
About J. Hilburn
J. Hilburn, Inc. -- https://www.jhilburn.com -- sells custom-made
men's clothing. The Company offers shirts, suits, trousers, pants,
sweaters, outerwears, and accessories.
On April 30, 2020, J. Hilburn, Inc., and its affiliates sought
Chapter 11 protection (Bankr. N.D. Tex. Case No. 20-31308). The
petition was signed by David DeFeo, chief executive officer.
Diamondback was estimated to have $1 million to $10 million in
assets and $10 million to $50 million liabilities.
The Debtors tapped Patrick J. Neligan, Jr., Esq. of Neligan LLP as
counsel.
J. HILBURN: Unsecured Creditors to Have 20% to 30% Recovery in Plan
-------------------------------------------------------------------
Debtor J. Hilburn, Inc. filed the Disclosure Statement for the
Amended Plan of Reorganization dated May 19, 2020.
Class 6a Ongoing Trade Claims totaling $8,908,905 will have a 100%
recovery. Each Holder of an Allowed Ongoing Trade Claim will
receive: (i) Cash in an amount equal to 50% of the Allowed amount
of such Ongoing Trade Claim, to be paid on the Effective Date plus
Cash in an amount equal to 50% of the Allowed amount of such
Ongoing Trade Claim, to be paid on or before the date that is 60
days after the Effective Date, or (ii) such other, less favorable
treatment to which such Holder and the Debtor or the Reorganized
Debtor, as applicable, agree to in writing.
Class 7 General Unsecured Claims totaling $3,195,000 will recover
20 percent to 30 percent. Each Holder of an Allowed General
Unsecured Claim will receive: (i) its pro rata share of $200,000 or
(ii) such other, less favorable treatment to which such Holder and
the Debtor or the Reorganized Debtor, as applicable, agree to in
writing.
A full-text copy of the Disclosure Statement for the Amended Plan
dated May 19, 2020, is available at https://tinyurl.com/y8w8znbs
from PacerMonitor at no charge.
Proposed Counsel for J. Hilburn:
Patrick J. Neligan, Jr.
John D. Gaither
NELIGAN LLP
325 N. St. Paul, Suite 3600
Dallas, Texas 75201
Telephone: (214) 840-5300
E-mail: pneligan@neliganlaw.com
jgaither@neliganlaw.com
About J. Hilburn
J. Hilburn, Inc. -- https://www.jhilburn.com -- sells custom-made
men's clothing. The Company offers shirts, suits, trousers, pants,
sweaters, outerwears, and accessories.
On April 30, 2020, J. Hilburn, Inc., and its affiliates sought
Chapter 11 protection (Bankr. N.D. Tex. Case No. 20-31308). The
petition was signed by David DeFeo, chief executive officer.
Diamondback was estimated to have $1 million to $10 million in
assets and $10 million to $50 million liabilities.
The Debtors tapped Patrick J. Neligan, Jr., Esq. of Neligan LLP as
counsel.
JDUB'S BREWERY: Forced to Chapter 11 by Pandemic
------------------------------------------------
Marcine Joseph, writing for MSN.com, reports that Sarasota,
Florida-based brewery JDubs was forced to file for bankruptcy
protection due to shutdowns as a result of the COVID-19 pandemic.
"I just couldn't keep them. I don't know if the company was going
to be around if and when the whole thing ended. You know it's just
bad. There are no words to describe what that felt like and staring
to a future nothing good is there in any context," says owner and
founder, Jeremy Joerger.
Immediately people flooded the comment section asking how they
could help keep the brewery afloat.
"I was very grateful for people who come and support us. But it was
not enough to say in operations."
Because JDubs is a brewery and not a restaurant, they couldn't
reopen in Governor DeSantis' Phase 1 plane.
JDubs receives a majority of its revenue from alcohol. So far,
state officials haven't provided a plan when places like bars and
clubs can reopen. This caused Joerger to file for bankruptcy.
"The money stopped coming in but the creditors kept coming to us
expecting payments. And we literally had to make a decision if
we're going to survive this. And how do we survive this? Chapter
11 is the only way because it stopped the creditors from coming,
beating on the door we just couldn’t we weren’t sustainable,"
explains Joerger.
When a business files for Chapter 11 Bankruptcy, they are given a
certain amount of time to reorganize their finances so they can
continue to operate the business and creditors can't bill them.
Joerger says despite making the hard decision to file for
bankruptcy, he says it was the right one.
"I did a lot of self-reflecting because if I didn't feel the
business could get out of this. And If I couldn't be effective in
leading the company through I would've straight up closed close
shop. It would've been Chapter 7 (bankruptcy) instead of Chapter 11
(bankruptcy)," says Joerger.
He says he's currently looking for another location in Sarasota to
restart JDubs. Also in the midst of this pandemic, he's opening
another brewery in Orlando called Dub Shack, that opens on June
5th.
About JDub's Brewing Co.
Sarasota, Florida-based JDub's Brewing Company, LLC, is a privately
held company in the beverage manufacturing industry.
The company sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No.20-02926) on April 6, 2020. In the
petition signed by CEO Jeremy Joerger, the company disclosed
$697,542 in assets and $1,687,781 in debt. Judge Michael G.
Williamson is assigned to the case. Daniel Etlinger, Esq., at David
Jennis, PA, d/b/a Jennis Law Firm, is serving as the Debtor's
counsel.
JETBLUE AIRWAYS: Moody's Lowers Secured Debt Ratings to Ba2
-----------------------------------------------------------
Moody's Investors Service downgraded the senior secured debt
ratings of JetBlue Airways Corp., to Ba2 from Ba1. Moody's also
assigned a Ba2 rating to the new senior secured term loan JetBlue
announced earlier on June 11. The company will use the proceeds for
general corporate purposes. Security interests in all of the
company's landing and takeoff slots at New York's JFK and LaGuardia
and Washington Reagan National Airports and the JetBlue brand will
serve as collateral. Neither the downgrade of the senior secured
ratings nor the incurrence of the new term loan affect Moody's Ba2
corporate family rating or the negative ratings outlook.
The downgrades of the senior secured ratings reflect the increase
of senior secured claims as a share of total claims in the
company's consolidated capitalization, and the diminished recovery
prospects as a result thereof consistent with Moody's Loss Given
Default methodology.
The negative outlook reflects the potential for greater than
already anticipated adverse impact from the coronavirus, which
would consume more of the company's liquidity and delay the pace
and scope of the recovery in demand, the retirement of debt and the
strengthening of credit metrics relative to Moody's current
expectations. Nonetheless, adequate liquidity currently mitigates
further downwards pressure on JetBlue's corporate family rating.
The spread of the coronavirus pandemic, the weakened global
economic outlook, low oil prices and asset price declines are
sustaining a severe and extensive credit shock across many sectors,
regions and markets. The combined credit effects of these
developments are unprecedented. The passenger airline industry is
one of the sectors most significantly affected by the shock given
its exposure to travel restrictions and sensitivity to consumer
demand and sentiment. Moody's regards the coronavirus pandemic as a
social risk under its ESG framework, given the substantial
implications for public health and safety.
Moody's expects the coronavirus pandemic to significantly curtail
US domestic and global demand for air travel for an extended
period. Moody's still assumes that JetBlue's Q4 2020 capacity will
be down about 60% compared to Q4 2019 in its faster recovery model
and 70% in its slower recovery model. These scenarios also project
that demand and revenues will approach 2019 levels in 2023, and
that sharper cost management and efficiencies gained while managing
the operations through the pandemic will support a meaningful
recovery in profit margins by 2023. The risk of more challenging
downside scenarios remains high, nonetheless, and the severity and
duration of the pandemic and travel restrictions also remain highly
uncertain, particularly given the threat of an increase in the
number of infections as social distancing practices continue to
ease.
RATINGS RATIONALE
The Ba2 corporate family rating reflects the company's solid
competitive position in its US East Coast and transcontinental
routes, anchored in its focus cities of New York (JFK International
Airport), Boston, Fort Lauderdale, Los Angeles, Orlando and San
Juan; historically strong credit metrics, including debt-to-EBITDA
of 2.1x at December 31, 2019; and recurring free cash flow. The
company's relatively smaller scale and expected increasing
competitive intensity following the coronavirus, particularly from
Delta Air Lines and American Airlines at Boston's Logan Airport,
will be a headwind for JetBlue.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The corporate family rating could be downgraded if Moody's believes
the coronavirus will constrain passenger demand and/or key credit
metrics for an extended period. Ratings could be pressured if the
aggregate of cash and available revolver falls below $1.25 billion,
as could i) a slower pace of recovery as a result of the
coronavirus outbreak, particularly if not matched by further
additional sources of liquidity; (ii) greater liquidity pressure
from an inability to remove costs and cut capital spending; and/or
(iii) if there are clear expectations that JetBlue will not be able
to timely restore its financial profile once the virus recedes (for
example, if debt-to-EBITDA is sustained above 3.5x, funds from
operations plus interest-to-interest approaches 4x, or retained
cash flow-to-debt is sustained below 20%).
There will be no upwards pressure on the ratings until passenger
demand returns to pre-coronavirus levels, JetBlue maintains
liquidity above $1.5 billion, and key credit metrics improve such
that EBITDA margins remain above 18%, debt-to-EBITDA is sustained
below 2.5x as the company reshapes its fleet with A220 and A321
aircraft, and funds from operations plus interest-to-interest is
above 8x.
The principal methodology used in this rating was Passenger Airline
Industry published in April 2018.
The following rating actions were taken:
Downgrades:
Issuer: JetBlue Airways Corp.
Senior Secured Bank Credit Facility, Downgraded to Ba2 (LGD3) from
Ba1 (LGD3)
Assignments:
Issuer: JetBlue Airways Corp.
Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3)
JetBlue Airways Corp., based in Long Island City, New York,
operates a low-cost, point-to-point airline from its primary focus
cities -- New York from John F. Kennedy International airport,
Boston, Fort Lauderdale and Los Angeles. In 2019, JetBlue served
103 cities with an average of 1,000 daily flights. The company
reported revenue of $7.8 billion for the last twelve months ended
March 31, 2020.
JOHN BARRETT: Files for Bankruptcy Protection
---------------------------------------------
Allison McNeely of Bloomberg reports that the company of John
Barrett, known for styling celebrities, filed for bankruptcy in New
York.
John Barrett Inc. filed for Chapter 11 bankruptcy to seek
protection from creditors a little more than a year after leaving
its perch on the penthouse floor of Bergdorf Goodman, where
celebrity stylist Barrett cut and colored the hair of New York's
elite for more than two decades.
After leaving Bergdorf Goodman, Mr. Barrett reopened his salon at a
new location on 57th Street in New York. The salon temporarily
closed on March 17 due to the coronavirus pandemic, according to an
Instagram post.
About John Barrett
John Barrett Inc is a New York-based hair salon owned by hair
stylist John Barrett, who is popular for styling celebrities in the
City.
John Barrett Inc. and affiliate Mezz57th LLC sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11318) on May 29,
2020.
John Barrett Inc. was estimated to have $1 million to $10 million
in assets and less than $50,000 in liabilities. Affiliate Mezz57th
LLC was estimated to have $1 million to $10 million in assets and
liabilities.
The Hon. Sean H. Lane is the case judge.
BALLON STOLL BADER & NADLER, P.C., led by Vincent Roldan, is
serving as counsel to the Debtors.
JRYE LLC: Gets Approval to Hire Balisok & Kaufman as Legal Counsel
------------------------------------------------------------------
JRYE LLC received approval from the U.S. Bankruptcy Court for the
Eastern District of New York to employ Balisok & Kaufman, PLLC as
its legal counsel.
The professional services Balisok & Kaufman will render to Debtor
include:
(a) advising Debtor of its powers and duties in the continued
management of its property and affairs;
(b) negotiating with creditors in the formulation of a Chapter
11 plan of reorganization and taking the necessary legal steps to
effectuate the plan;
(c) preparing legal papers;
(d) attending court hearings;
(e) attending meetings and negotiating with representatives of
creditors and other parties;
(f) advising Debtor in connection with any potential
refinancing of its secured debt and any potential sale of its
business;
(g) representing Debtor in connection with obtaining
post-petition financing; and
(h) taking any necessary action to obtain approval of a
disclosure statement and confirmation of the plan.
The firm's attorneys and paraprofessionals will be paid at hourly
rates as follows:
Attorneys $350 - $500
Paraprofessionals $175
Balisok & Kaufman received a retainer from Debtor in the amount of
$5,000.
Joseph Balisok, Esq., a partner at Balisok & Kaufman, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Joseph Y. Balisok, Esq.
Balisok & Kaufman, PLLC
251 Troy Avenue
Brooklyn, NY 11213
Telephone: (718) 928-9607
Facsimile: (718) 534-9747
Email: joseph@lawbalisok.com
About JRYE LLC
JRYE LLC sought Chapter 11 protection (Bankr. E.D.N.Y. Case No.
20-41492) on March 12, 2020, listing under $1 million in both
assets and liabilities. Judge Nancy Hershey Lord oversees the case.
Balisok & Kaufman, PLLC is Debtor's legal counsel.
JS KALAMA: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: JS KALAMA, LLC
522 Hendrickson Road
Kalama, WA 98625
Business Description: JS Kalama, LLC is primarily engaged in
renting and leasing real estate properties.
Chapter 11 Petition Date: June 11, 2020
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 20-41495
Debtor's Counsel: J.D. Nellor, Esq.
NELLOR LAW OFFICE
201 NE Park Plaza Drive
Suite 202
Vancouver, WA 98684
Tel: 360-816-2241
E-mail: jd@nellorlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John Somarakis, manager.
The Debtor stated it has no unsecured creditors.
A copy of the petition is available for free at PacerMonitor at:
https://is.gd/tLTO7h
JTS TRUCKING: Seeks to Hire Christian & Small as Special Counsel
----------------------------------------------------------------
JTS Trucking LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Alabama to employ Christian & Small, LLP,
as special counsel.
Christian & Small will represent and give the Debtor legal advice
with respect ot that certain adversary proceeding currently pending
before this court as co-counsel with Harry P. Long.
Christian & Small charges these hourly fees:
Partners $205
Associates $185
Paralegals $95
M. Jansen Voss, Esq. disclosed in a court filing that his firm is
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
M. Jansen Voss, Esq.
Christian & Small LLP
Financial Center, Suite 1800
505 North 20th Street
Birmingham, AL 35203
Phone: +1 205-795-6588
About JTS Trucking
JTS Trucking LLC, a trucking company based in Albertville, Alabama,
sought protection under Chapter 11 of the Bankruptcy Court (Bankr.
N.D. Ala. Case No. 20-40423) on March 6, 2020, listing under $1
million in both assets and liabilities. The petition was signed by
Susan M. Lowden, its member. The Debtor tapped Harry P. Long, Esq.,
at the Law Offices of Harry P. Long, LLC as its counsel; Bill
Massey and MDA Professional Group, PC as its accountants; and Kevin
Lowery and RE/MAX The Real Estate Group as broker and property
manager for the Debtor's estate.
KENAN ADVANTAGE: Moody's Confirms Caa1 CFR, Outlook Negative
------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Kenan Advantage
Group, Inc., including the Corporate Family Rating at Caa1, the
Probability of Default Rating at Caa1-PD, and the senior secured
and unsecured debt ratings at B3 and Caa3, respectively. The
outlook is negative. This concludes the review for downgrade that
was initiated on April 2, 2020.
RATINGS RATIONALE
The ratings, including the Caa1 CFR, reflect Kenan's high financial
leverage and weak external liquidity with near term maturing
revolver commitments and limited revolver availability. This
provides limited cushion to absorb business challenges amidst
weakening market fundamentals with recessionary conditions,
heightened by the uncertain timing and effects of the coronavirus.
The weak market environment is likely to negatively impact credit
metrics into 2021. Moody's anticipates debt/EBITDA (including its
standard adjustments) will approach 7x this year from about 6x,
before a gradual recovery in 2021. The leverage profile is elevated
for Kenan's business risk, given the cyclical nature of its markets
and Moody's expectation of earnings and cash flow pressures over
the next year. As well, the fragmented and competitive operating
landscape limits prospects for material organic margin growth. This
has driven acquisitive growth, with transactions often
debt-financed. However, acquisitions are likely to be curtailed in
the face of weakening market conditions.
Kenan has considerable scale in its specialty truck transportation
markets, based on size, end market diversity and geographic
footprint across the U.S. and in Canada. Its fuels delivery and
food transportation segments are relatively less cyclical,
minimizing downside risk. However, the fuels delivery business has
faced volume declines with reduced demand for gasoline amidst
government-mandated curbs on movement to contain the spread of the
pandemic. This should improve with the lifting of shelter-in-place
orders across various states, albeit unlikely to recover to
pre-pandemic volumes in the near term given the lingering
uncertainty of the coronavirus.
Liquidity is viewed as weak. Moody's recognizes the company's
efforts to preserve cash, approaching $100 million from about $75
million in March 2020, through cost reduction measures, working
capital management and substantially lowering capex to minimize the
coronavirus impacts. However, this is unlikely to be sustainable
given expectations of cash consumption by working capital needs and
a ramp in capex as freight transportation volumes pick up. These
factors and Moody's expectation of sustained earnings pressures
into 2021 will constrain free cash flow (cash flow from operations
minus capex minus dividends), which is likely to moderate towards
break-even levels. As well, revolver availability is weak,
particularly given potential unforeseen liquidity pressures amidst
the recession and continued market uncertainty. The availability
approximates $10 million pro forma for non-extended revolver
commitments of approximately $48 million maturing on July 31, 2020.
Revolver commitments approximate $89 million pro forma, including a
$77.5 million USD tranche and $15 million CAD tranche, although the
majority of the revolver is used for letters of credit necessary to
run the business. Moody's notes the cash balance is modest relative
to annual interest expense of about $90 million. The next debt
maturity is in July 2022.
The negative outlook reflects Moody's expectation of meaningful
downwards pressure on revenue and earnings likely into 2021, which
could lead to weaker-than-expected liquidity in an uncertain
economic environment.
In terms of corporate governance, event risk remains high for
aggressive financial policies given private equity ownership and
the company's acquisitive nature, with primarily debt-funded growth
that has slowed de-leveraging prospects. This could further
constrain the metrics if also funded with debt.
Moody's took the following actions on Kenan Advantage Group, Inc.
Corporate Family Rating, confirmed at Caa1
Probability of Default Rating, confirmed at Caa1-PD
Senior Secured Bank Credit Facility, confirmed at B3 (LGD3)
Senior Unsecured Regular Bond/Debenture, confirmed at Caa3 (LGD5)
Outlook, changed to Negative from Ratings Under Review
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if Moody's expects liquidity to
deteriorate, including sustained negative free cash flow, a decline
in the cash balance to $50 million or lower, or failure to extend
maturities on a timely basis and increase the revolver size. The
ratings could also be downgraded with expectations of weakening
operating performance such that Moody's expects interest coverage
to materially worsen or debt/EBITDA to exceed 7x on a sustained
basis. Downward ratings momentum would also be driven by aggressive
financial policies.
Upward ratings pressure is unlikely until business conditions and
demand/freight volumes broadly increase along with general economic
activity in the US and Canada. The ratings could be upgraded with
expectations of sustained earnings growth that results in stronger
credit metrics, including debt/EBITDA expected to remain below 6x,
EBITDA less capex-to-interest exceeding 1x and better liquidity
with sustained positive free cash flow generation, greater revolver
availability and timely extension or refinancing of
debt/maturities.
The principal methodology used in these ratings was Surface
Transportation and Logistics published in May 2019.
Kenan is a provider of liquid bulk transportation and logistics
services to the fuels, chemicals, liquid food and merchant gas
markets. Kenan offers transportation services throughout the U.S.
and in Canada using primarily a dedicated contract carriage model.
Revenues were approximately $1.78 billion for the last twelve
months ended March 31, 2020. Kenan is owned by OMERS Private
Equity, a manager of the private equity investments of Canadian
pension fund, Ontario Municipal Employees Retirement System
(OMERS).
KENTUCKY: Court Certifies Four Classes in J.B-K-1 Minors Suit
-------------------------------------------------------------
In the case, J.B-K-1, et al., Plaintiffs, v. ADAM MEIER, in his
official capacity as Secretary of the Cabinet for Health and Family
Services, et al., Defendants, Civil No. 3:18-cv-00025-GFVT (E.D.
Ky.), Judge Gregory F. van Tatenhove of the U.S. District Court for
the Eastern District of Kentucky, Central Division, Frankfort,
granted the Plaintiff's Motion to Certify Class.
The Plaintiffs assert that the policies of Kentucky's Cabinet for
Health and Family Services and the Department for Community Based
Services regarding foster care maintenance payments violate federal
law. They seek a declaratory judgment to that effect, as well as
injunctive relief prohibiting the Defendants from enforcing the
regulations which, the Plaintiffs say, have unlawfully denied them
benefits and prevented them from contesting that denial in a
hearing. Finally, the Plaintiffs assert constitutional violations
pursuant to Section 1983.
Broadly speaking, the named Plaintiffs in the matter consist of
children and their caregivers who have become involved in
dependency, abuse, and neglect ("DNA") proceedings within the
courts of Kentucky. Every child Plaintiff in the case was removed
from their home of origin by a Kentucky court in a confidential DNA
proceeding, and later placed by into the temporary custody of a
relative or fictive kin caregiver. Under certain circumstances,
pursuant to Title IV-E of the Social Security Act, children placed
into foster care following a DNA proceeding are entitled to foster
care maintenance payments ("FCMP").
A child is eligible to receive these payments if they are (1)
removed from their home of origin pursuant to a judicial
determination that continuation in their home of origin would be
contrary to their welfare; (2) their placement and care are the
responsibility of the State agency administering the state's Title
IV-E plan; (3) they are placed in a foster family home; and (4)
they were eligible for payments pursuant to the Aid to Families
with Dependent Children ("AFDC") program while in their home of
origin. The Plaintiffs -- removed children and their relative or
fictive kin caregivers -- argue that the removed children meet the
foregoing criteria, and are therefore entitled to FCMP payments.
The Plaintiffs accuse the Defendants of adopting amended
regulations, policies, and practices directing that each dependent,
neglected, or abused child removed and ordered into the temporary
custody of a relative or fictive kin is ineligible for FCMP
benefits unless the Cabinet obtains temporary legal custody of the
child during the removal period. According to the Plaintiffs, the
custody requirement violates federal law, which requires only that
a child's placement and care be the responsibility of the Cabinet.
Plaintiffs further allege that the Cabinet's regulations, policies,
and practices specifically deny adequate and timely notice of FCMP
benefits to potentially eligible dependent, neglected, or abused
children and their relative or fictive kin caregivers, while also
depriving them of access to any fair hearing or appeal process"
simply because of the familial or fictive kin relationship between
the child and their caregiver. They seek declaratory judgment that
these regulations, policies, and practices violate Kentucky's
obligations pursuant to Title IV-E and the due process and equal
protection clauses of the United States Constitution, as well as
injunctive relief to prevent the Cabinet and DCBS from continuing
their discriminatory practices.
To remedy the alleged violations, the Plaintiffs seek certification
of four classes, which they identify as the Children's Class,
Caregivers' Class, Cabinet Custody Class, and Notice and Hearing
Class.
The Plaintiffs' proposed Children's Class includes all children in
Kentucky who, between June 16, 2014 and April 1, 2019: (a) were
brought before a court in a dependency, neglect or abuse proceeding
in which the Cabinet/DCBS was involved and were removed from their
home of origin into out-of-home foster care pursuant to a judicial
determination that (i) continuation in their home would be contrary
to their welfare and (ii) reasonable efforts were made by the
Cabinet/DCBS to prevent removal; (b) resided in their home of
origin at any point during the six months prior to removal; (c)
were ordered by the court directly into the temporary custody of
and placement with relative or fictive kin caregiver(s) approved by
the Cabinet/DCBS after bona fide consideration of the agencies'
recommendation; (d) remained in the temporary out-of-home placement
with approved relative or fictive kin caregiver(s), and permanency
for the children has not yet been achieved through AOC-DNA-9
Permanent Custody Order, adoption, or return to parent; (e) were
eligible in the month of removal in the children's home of origin
for income assistance under the Aid to Families with Dependent
Children program; and (f) have not been provided FCMP benefits.
The related Caregiver Class would consist of all relative or
fictive kin caregivers throughout the Commonwealth of Kentucky who
accepted temporary placement and/or temporary custody of members of
the Children's Class prior to April 1, 2019.
The Cabinet Custody Class would consist of all children in the
Commonwealth of Kentucky who, from and after the date of Ja. 27,
2017: (a) are or were eligible to receive FCMP benefits under the
Cabinet/DCBS' interpretation of D.O. Glisson that "Cabinet custody"
is a required element for Title IV-E benefits; and (b) have not
received FCMP benefits from the date when the Cabinet placed them
with their relative or fictive kin caregiver(s). The Cabinet
Custody Class also includes the relative or fictive kin caregivers
of children meeting those criteria.
The Notice and Hearing Class would consist of all children removed
from their homes of origin through DNA proceedings and placed in
the temporary custody of a relative or fictive kin caregiver,
whether by a court or by the Cabinet, between June 16, 2014 and
April 1, 2019, who were not timely provided proper notice or full
disclosure of their potential eligibility for FCMP benefits by the
Cabinet/DCBS upon the children's placement with their respective
relative or fictive kin caregivers(s); or (b) FCMP benefit
eligibility was denied to the children or their relative or fictive
kin caregiver(s), and they were not provided timely and proper
notice of their right to challenge or appeal such denial in a fair
evidentiary hearing and due process review.
The Plaintiffs seek only declaratory and prospective injunctive
relief. Presumptively, any claims for FCMP are mooted when a child
returns home or achieves permanency. Because the Cabinet/DCBS are
statutorily charged with drafting a permanency plan expeditiously,
there is potential that certain of the Plaintiff children will
achieve permanency before the Court reaches the merits of the
case.
The Defendants disagree. Defendants argue that class certification
is unnecessary because any prospective injunctive relief will apply
to all potential class members even without certification. Because
of it, they further argue that so long as one of the Plaintiff
children remains without an AOC-DNA-9 for the Plaintiffs' primary
claim as it concerns the alleged responsibility for "placement and
care" will not face any danger of becoming moot. Finally, they
challenge the typicality and adequacy of the putative class.
The District Court concludes that the requirements of Rule 23 are
met, and finds that class certification is appropriate. The common
questions of law raised by the Plaintiffs are relevant not just to
the named Plaintiffs, but many Kentuckians. Of course, those
questions are yet unanswered: several motions addressing the merits
of the case remain before the Court. Having resolved the
certification issue, the Court will address these in time.
Accordingly, and being sufficiently advised, the Court granted the
Plaintiffs' Motion to Certify Class.
The Court certified a Children's Class defined as all children in
the Commonwealth of Kentucky who, between June 16, 2014 and April
1, 2019, were brought before a court in a dependency, neglect or
abuse proceeding and were removed from their home of origin into
the temporary custody of a relative or fictive kin caregiver, and
for whom permanency has not been established. Plaintiffs J.A.,
K.A.-1, B.A., C.H.-1, C.H.-2, I.T., D.T., J.S.-1, J.S.-2, C.R.,
K.E., T.B., N.C., and T.C. wil serve as the Children's Class
representatives.
The Court certified a Caregivers' Class defined as all relative or
fictive kin caregivers throughout the Commonwealth of Kentucky who
accepted temporary placement of a member of the Children's Class
prior to April 1, 2019. Plaintiffs K.A.-2, T.A., E.A., C.A., R.W.,
L.A., S.T., C.H.-3, K.G., A.H., and A.C. will serve as the
representatives of the Caregivers' Class.
The Court certified a Cabinet Custody Class defined as all children
in the Commonwealth of Kentucky who, after Jan. 17, 2017, are or
were eligible to receive FCMP benefits under the Cabinet and DCBS's
interpretation of D.O. v. Glisson that "cabinet custody" is a
required element for the Title IV-E benefits and have not received
benefits from the date when the Cabinet placed them with relative
or fictive kin caregivers, and the relative and fictive kin
caregivers of those children. Plaintiff children R.C., D.C., and
C.C.-1 and Plaintiff caregivers C.C.-2 and K.C. will serve as the
representatives of the Cabinet Custody Class.
The Court certified a Notice and Hearing Class defined as all
children in the Commonwealth of Kentucky removed from their homes
in a DNA proceeding and temporarily placed with relative or fictive
kin caregivers, as well as all such relative or fictive kin
caregivers, who, between Jun 16, 2014 and April 1, 2019, were not
timely provided notice of their potential eligibility for FCMP
benefits by the Cabinet or DCBS upon the children's placement with
the relative or fictive kin caregiver, or for whom FCMP benefit
eligibility was denied without timely and proper notice of their
right to challenge and appeal such a denial in a fair evidentiary
hearing with due process review. Plaintiff children J.B-K.-1,
J.B-K.-2, J.A., K.A.-1, B.A., C.B., N.B., C.H.-1, C.H.-2, I.T.,
D.T., J.S.-1, J.S.-2, C.R., A.R.-1, A.R.-2, K.E., T.B., N.C., and
T.C., and named Plaintiff caregivers E.B., K.A.-2, T.A., E.A.,
C.A., H.D., R.W., L.A., S.T., C.H.-3, J.D., K.G., A.H., and
A.C.will as the representatives of the Notice and Hearing Class.
Douglas L. McSwain and Thomas Edwin Joseph Travis of the law firm
Wyatt, Tarrant & Combs LLP, and Richard Frank Dawahare are
appointed as class counsel.
A full-text copy of the District Court's March 13, 2020 Opinion &
Order is available at https://is.gd/Y7mmtb from Leagle.com.
J.B-K., a minor by Next Friend E.B., J.B.-K., a minor by Next
Friend E.B., E.B., K.A., a minor by Next Friend T.A., K.A., T.A.,
B.A., a minor by Next Friend C.A., E.A., C.A., C.B., a minor by
Next Friend H.D., N.B., a minor by Next Friend H.D., H.D., C.H., a
minor by Next Friend R.W., C.H., a minor by Next Friend R.W., R.W.,
I.T., a minor by Next Friend L.A., D.T., a minor by Next Friend
L.A., L.A., J.S., a minor by Next Friend S.T., J.S., a minor by
Next Friend S.T., S.T., C.R., a minor by Next Friend C.H., C.H.,
A.R., a minor by Next Friend J.D., A.R., a minor by Next Friend
J.D., J.D., K.E., a minor by Next Friend K.G., K.G., T.B., a minor
by Next Friend A.H., A.H., N.C., a minor by Next Friend A.C., T.C.,
a minor by Next Friend A.C., A.C., R.C., a minor, D.C., a minor,
C.C., a minor, C.C. & K.C., Plaintiffs, represented by Richard
Frank Dawahare -- rfdr@msn.com --, Thomas Edwin Joseph Travis --
ttravis@wyattfirm.com -- Wyatt, Tarrant & Combs LLP & Douglas L.
McSwain -- dmcswain@wyattfirm.com -- Wyatt, Tarrant & Combs LLP.
J.A., a minor by Next Friend K.A., Plaintiff, represented by
Richard Frank Dawahare.
J.A., a minor by Next Friend K.A., Plaintiff, represented by Thomas
Edwin Joseph Travis, Wyatt, Tarrant & Combs LLP & Douglas L.
McSwain, Wyatt, Tarrant & Combs LLP.
Adam Meier, in his official capacity as Secretary of the Kentucky
Cabinet for Health and Family Services, Eric Clark, in his official
capacity as Commissioner of the Kentucky Department for Community
Based Services & Elizabeth Caywood, in her official capacity as
Deputy Commissioner of the Kentucky Department for Community Based
Services, Defendants, represented by Catherine Elaine York, Cabinet
for Health & Family Services Office of Legal Services & Mona S.
Womack, Cabinet for Health & Family Services Office of Legal
Services.
LAJ CONSTRUCTION: Trustee Hires Bachecki Crom as Accountant
-----------------------------------------------------------
Hank M. Spacone, the Chapter 11 Trustee of LAJ Construction, Inc.,
seeks authority from the U.S. Bankruptcy Court for the Eastern
District of California to employ Bachecki Crom & Co., LLP, as
accountant to the Trustee.
The Trustee requires Bachecki Crom to perform tax-related
accounting, accounts receivable identification, and income tax
preparation in compliance with state and federal authorities.
Bachecki Crom will be paid at these hourly rates:
Partners $400 to $535
Senior Accountants $250 to $360
Junior Accountants $160 to $220
Bachecki Crom will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jay Crom, partner of Bachecki Crom & Co., LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Bachecki Crom can be reached at:
Jay Crom
BACHECKI CROM & CO., LLP
400 Oyster Point Blvd, Suite 106
San Francisco, CA 94080
Tel: (415) 398-3534
About LAJ Construction
LAJ Construction, Inc., owns six properties in Sacramento, Calif.,
valued by the company at $18.86 million.
LAJ Construction filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 19-25566) on Sep. 4,
2019. In the petition signed by LAJ President Madan Lal Sharma,
Debtor disclosed $18,860,100 in assets and $6,989,494 in
liabilities. Judge Christopher D. Jaime oversees the case. Mark
J. Hannon, Esq., is the Debtor's legal counsel.
LAMPKINS PATTERSON: Plan & Disclosure Hearing Continued to July 27
------------------------------------------------------------------
Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida, Jacksonville Division, has ordered that the
preliminary hearing on final approval of the disclosure statement
and for the hearing on confirmation of the plan of Debtor Lampkins
Patterson, Inc. is continued to July 27, 2020 at 10:30 a.m.
A copy of the order dated May 19, 2020, is available at
https://tinyurl.com/yaz39dpz from PacerMonitor at no charge.
About Lampkins Patterson
Lampkins Patterson Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03776) on Oct. 4,
2019. At the time of the filing, the Debtor was estimated to have
assets of between $500,001 and $1 million and liabilities of the
same range. The case is assigned to Judge Jerry A. Funk. The
Debtor tapped Rehan N. Khawaja, Esq., at the Law Offices of Rehan
N. Khawaja, as its legal counsel.
LE PAIN QUOTIDIEN: Quickly Rejects Leases for 59 Restaurants
------------------------------------------------------------
Khristopher J. Brooks of Moneywatch reports that U.S. Bankruptcy
Judge John Dorsey approved the request of Le Pain Quotidien to get
out of the leases of 59 restaurants shut down in the fallout from
COVID-19 pandemic.
According to the report, U.S. Bankruptcy Judge John Dorsey
acknowledged it was uncommon for a company in Chapter 11
proceedings to seek immediate freedom from the leases at issue in
the case. "The relief requested is unusual, but these are unusual
times," Dorsey said.
To decide which leases to target, Le Pain Quotidien officials
evaluated "underperforming stores and assessed the impact of
operating with a reduced portfolio of restaurant locations on a
going-forward basis," according to court filings.
Le Pain Quotidien has sought Chapter 11 protection with a deal to
sell assets to Aurify Brands LLC for $3 million. A lawyer for
Aurify Brands told Dorsey in a teleconference their plan is to
immediately reopen 35 of the sites, which employ about 1,000
workers. But the buyer is open to renegotiate even the rejected
leases, Aurify's attorney added.
The entire chain shut down in the U.S. with the advent of the
pandemic.
Without the sale, liquidation loomed for its 94 U.S. stores
operating just before the shutdown, proposed chief restructuring
officer Steven Fleming said in court filings.
About Le Pain Quotidien
Le Pain Quotidien is an international bakery-restaurant chain
founded by Alain Coumont on October 26, 1990. It carries an array
of baked goods and coffee drinks as well as a dine-in food menu.
Founded in Belgium in 1990, Le Pain Quotidien -- which means "the
daily bread" in French -- opened its first U.S. store in 1997 and
has since become a familiar sight in Manhattan.
Based in New York, PQ New York, Inc., is a wholly-owned subsidiary
of PQ Licensing SA, a Belgian company, and operated 98 restaurants
in the United States under the trade name Le Pain Quotidien.
PQ New York, Inc., and other U.S. affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-11266) on May 27,
2020.
PQ New York was estimated to have $100 million to $500 million in
assets and liabilities as of the Chapter 11 filing.
The Debtors tapped RICHARDS, LAYTON & FINGER, P.A. as counsel; and
SSG ADVISORS, LLC, as investment banker. PRICEWATERHOUSECOOPERS
LLP is the interim management services provider. DONLIN, RECANO &
COMPANY, INC., is the claims agent.
The Debtors' Belgian parent began its own restructuring in Brussels
on May 22, 2020.
LOG STORM SECURITY: Market Tests CyberShark Sale Plan
-----------------------------------------------------
Debtor Log Storm Security, Inc., d/b/a BlackStratus, filed a First
Amended Disclosure Statement describing its Chapter 11 Plan on May
19, 2020.
On April 16, 2020, the Debtor filed an application to approve Rock
Creek Advisors, LLC, as the Debtor's business broker. The Court
approved Rock Creek's retention on May 6, 2020. Rock Creek is in
the midst of a robust marketing effort to determine if any party
will make a higher and better offer as opposed to the Plan.
As part of the Plan process, all of the Debtor's assets are being
marketed for potential sale individually, collectively and as a
going concern. Rock Creek will be conducting a thorough marketing
campaign to determine if any other proposal may exist concerning
the reorganization process and maximizing value of the Debtor, its
operations and assets. Rock Creek will accept offers for any and
all of the Debtor's assets and/or stock. Rock Creek intends to
market the Debtor on a regional basis. On May 7, 2020, the Debtor
conducted a conference call with representatives of BSIG and
Hubbard and requested any input concerning suggested marketing
efforts.
Pursuant to the court order approving the Disclosure Statement,
June 15, 2020 is fixed as the last date for Rock Creek to accept
initial offers from potential purchasers of the Debtor and/or its
assets. The Debtor and Rock Creek will provide a report to the
Court with respect to any offers received and its analysis as to
highest and best offer on June 22, 2020. To the extent that the
Court determines that a bona fide higher and better offer is
received, the Court may enter an order approving the Plan with
appropriate revisions to reflect the approved asset sale or stock
transaction.
The present iteration of the Plan provides that on the Effective
Date, the Debtor will transfer all assets, revenue and contracts to
CyberShark, Inc. (CSI), which will own all of the Debtor's assets,
revenue, and contracts free and clear of all liens, claims and
encumbrances, subject to the terms of this Plan. Based on these
marketing and operational strategies, CSI believes that it will be
able to provide $6.5 million in plan payments.
Due to the specialty knowledge and historical context around
CyberShark and the underlying software that is licensed to CSI, it
is expected that Dale Cline will be engaged as a Managed Service
Provider (MSP) for CSI. MSPs are not directly employed by any
company and function as independent contractors. MSPs, in this
instance, will receive a margin on the value of a contract entered
into between CSI and a licensee. MSPs typically earn 20-30% of a
contract's revenue.
A full-text copy of the First Amended Disclosure Statement dated
May 19, 2020, is available at https://tinyurl.com/y7zdq6ec from
PacerMonitor at no charge.
The Debtor is represented by:
McMANIMON, SCOTLAND & BAUMANN, LLC
Richard D. Trenk, Esq.
Robert S. Roglieri, Esq.
E-mail: rtrenk@msbnj.com
rroglieri@msbnj.com
75 Livingston Avenue, Second Floor
Roseland, New Jersey 07068
Tel: (973) 622-1800
About Log Storm Security
Founded in 1999, Log Storm Security, Inc., doing business as
BlackStratus -- https://www.blackstratus.com/ -- provides security
information event management (SIEM) products and services. The
company also offers support to help managed service providers(MSPs)
develop new or improve their current security-as-a-service
business.
Log Storm Security sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 20-12043) on Feb. 6, 2020.
In the petition signed by Dale W. Cline, president, the Debtor had
$29,188 in assets and $5,049,036 in liabilities. The Debtor is
represented by Richard D. Trenk, Esq., at McMANIMON, SCOTLAND &
BAUMAN, LLC.
LONE STAR HOTELS: Seeks to Hire Joyce W. Lindauer as Legal Counsel
------------------------------------------------------------------
Lone Star Hotels, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to employ Joyce W. Lindauer
Attorney, PLLC as its legal counsel.
The firm will assist Debtor in the preparation of a Chapter 11 plan
of reorganization and will provide other legal services in
connection with its Chapter 11 case.
The hourly rates for the firm's attorneys and paraprofessionals who
will represent Debtor are as follows:
Joyce W. Lindauer $395
Jeffery M. Veteto, Contract Attorney $250
Guy H. Holman, Contract Attorney $205
Dian Gwinnup, Paralegal $125
Paralegals and Legal Assistants $65 - $125
Prior to Debtor's bankruptcy filing, the firm received a retainer
of $6,717, which included the filing fee of $1,717.
Joyce Lindauer, Esq., disclosed in court filings that her firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
Email: joyce@joycelindauer.com
About Lone Star Hotels
Based in Bay City, Texas, Lone Star Hotels LLC is a privately held
company in the traveler accommodation industry. It conducts
business under the name Comfort Suites.
Lone Star Hotels sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-32450) on May 4,
2020. The petition was signed by Kulwant Kaur Sandhu, Debtor's
managing member. At the time of the filing, Debtor disclosed
assets of between $1 million and $10 million and liabilities of the
same range.
Judge Jeffrey P. Norman oversees the case. Joyce W. Lindauer
Attorney, PLLC is Debtor's legal counsel.
LONGVIEW POWER: To Enter into New Warrant Agreement
---------------------------------------------------
Longview Intermediate Holdings C, LLC and Longview Power, LLC filed
with the U.S. Bankruptcy Court for the District of Delaware a Joint
Prepackaged Chapter 11 Plan of Reorganization dated May 19, 2020.
Class 5 consists of any General Unsecured Claims against any
Debtor. Except to the extent that a Holder of an Allowed General
Unsecured Claim agrees to a less favorable treatment of its Allowed
Claim, in full and final satisfaction, settlement, release, and
discharge of and in exchange for each Allowed Claim, each Holder of
an Allowed General Unsecured Claim shall receive either:
* payment in cash in an amount equal to such allowed general
unsecured claim in the ordinary course of business in accordance
with the terms and conditions of the particular transaction giving
rise to such allowed general unsecured claim;
* reinstatement of such allowed general unsecured claim; or
* such other treatment rendering its allowed general unsecured
claim unimpaired in accordance with Section 1124 of the Bankruptcy
Code.
Class 8 consists of all Interests in Longview. On the Effective
Date, all Interests in Longview shall be discharged, cancelled,
released, and extinguished as of the Effective Date, and shall be
of no further force or effect, and Holders of Allowed Interests in
Longview shall not receive any distribution on account of such
Allowed Interests in Longview.
Upon the Effective Date, the provisions of the Plan shall
constitute a good-faith compromise and settlement of all Claims and
Interests and controversies resolved pursuant to the Plan.
The Debtors shall fund distributions under the Plan, as applicable,
with: (1) Cash proceeds of the Exit Facility; (2) the New Warrants;
(3) the New Common Equity; (4) the Exit Facility Subscription
Rights; and (5) the Debtors' encumbered cash on hand.
On the Effective Date, the Reorganized Debtors will execute and
deliver the Exit Facility Documents and such documents shall become
effective in accordance with their terms. On and after the
Effective Date, the Exit Facility Documents shall constitute legal,
valid, and binding obligations of the Reorganized Debtors and be
enforceable in accordance with their respective terms. The terms
and conditions of the Exit Facility Documents shall bind
Reorganized Longview Power, Reorganized Longview (as guarantor),
and each other Entity that enters into such Exit Facility Documents
as a guarantor.
On the Effective Date, Reorganized Longview will enter into the New
Warrant Agreement, which shall be substantially in the form
included in the Plan Supplement, and issue the New Warrants to
Holders of Prepetition Credit Agreement Claims, the Exit Facility
Subscription Parties, and the Exit Facility Commitment Parties in
accordance herewith. Each Person that receives New Warrants shall
be deemed to have executed, without any further action by any
party, the New Warrant Agreement.
On the Effective Date, the New Common Equity shall be issued and
distributed to the Entities entitled to receive the New Common
Equity pursuant to the Plan. The issuance of New Common Equity
shall be authorized without the need for any further corporate
action and without any action by the Holders of Claims or other
parties in interest. All of the New Common Equity issued under the
Plan shall be duly authorized, validly issued, fully paid, and
non-assessable.
A full-text copy of the joint prepackaged plan dated May 19, 2020,
is available at https://tinyurl.com/y99ywhn5 from PacerMonitor at
no charge.
Co-Counsel to the Debtors:
David R. Seligman, P.C.
Joseph M. Graham
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
- and -
Daniel J. DeFranceschi
Zachary I. Shapiro
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
E-mail: defranceschi@rlf.com
shapiro@rlf.com
About Longview Power
Longview Power, LLC, together with Longview Intermediate Holdings
C, LLC and its non-debtor affiliates, operates a 710 megawatt
advanced supercritical coal fired power generation facility located
in Maidsville, West Virginia that uses equipment, processes,
designs, and technology developed specifically for use at the
Maidsville site. Longview is a privately owned power company that
was formed in 2003 for the purpose of constructing and operating
the coal-burning Longview Plant in Monongalia County, West
Virginia.
Longview Power, LLC, and affiliate Longview Intermediate Holdings
C, LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
20-10951) on April 14, 2020.
Longview Power was estimated to have $100 million to $500 million
in assets and liabilities as of the bankruptcy filing.
The Debtor tapped KIRKLAND & ELLIS LLP as bankruptcy counsel;
RICHARDS, LAYTON & FINGER, P.A., as local counsel; 3CUBED ADVISORY
SERVICES, LLC as restructuring advisor; and HOULIHAN LOKEY, INC.,
as financial advisor. DONLIN, RECANO & COMPANY, INC., is the
claims agent.
LSC COMMUNICATIONS: Committee Taps Alvarez & Marsal as Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of LSC
Communications, Inc., and its debtor-affiliates seeks authority
from the U.S. Bankruptcy Court for the Southern District of New
York to retain Alvarez & Marsal North America, LLC, as its
financial advisor.
The Committee requires Alvarez & Marsal to:
(a) assist in the assessment and monitoring of cash flow
budgets, liquidity and operating results;
(b) assist in the review of Court disclosures, including the
Schedules of Assets and Liabilities, the Statements of Financial
Affairs, Monthly Operating Reports, and Periodic Reports;
(c) assist in the review of the Debtors' cost/benefit
evaluations with respect to the assumption or rejection of
executory contracts and/or unexpired leases;
(d) assist in the analysis of any assets and liabilities and
any proposed transactions for which Court approval is sought;
(e) assist in the review of the Debtors' proposed key employee
retention plan and key employee incentive plan;
(f) attend meetings with the Debtors, the Debtors' lenders and
creditors, potential investors, the Committee and any other
official committees organized in these Chapter 11 Cases, the U.S.
Trustee, other parties in interest, and professionals hired by the
same, as requested;
(g) assist in the review of any tax issues;
(h) assist in the investigation and pursuit of avoidance
actions;
(i) assist in the review of the claims reconciliation and
estimation process;
(j) assist in the review of the Debtors' business plan;
(k) assist in the review and/or preparation of information and
analysis necessary for the confirmation of a plan in these Chapter
11 Cases; and
(l) render such other general business consulting or such
other assistance as the Committee or its counsel may deem
necessary, consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in these
Chapter 11 Cases.
Alvarez & Marsal will be paid at these hourly rates:
Managing Directors $900 to $1,150
Directors $700 to $875
Associates $550 to $675
Analysts $400 to $500
Alvarez & Marsal will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Mark Greenberg, managing director of Alvarez & Marsal, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
The firm can be reached through:
Mark Greenberg
Alvarez & Marsal North America, LLC
2100 Ross Avenue, 21st Floor
Dallas, TX 75201
Tel: +1 214 438 1000
Fax: +1 214 438 1001
About LSC Communications, Inc.
LSC Communications, Inc. -- http://www.lsccom.com/-- is a Delaware
corporation established in 2016 with its headquarters located in
Chicago, Illinois. The Debtors offer a broad range of traditional
and digital print products, print-related services, and office
products. The Company serves the needs of publishers,
merchandisers, and retailers worldwide, with a service offering
that includes e-services, logistics, warehousing and fulfillment
and supply chain management services. The Company prints magazines,
catalogs, directories, books, and some direct mail products, and
manufactures office products, including filing products, envelopes,
note-taking products, binder products, and forms. The Company has
offices, plants, and other facilities in 28 states, as well as
operations in Mexico, Canada, and the United Kingdom.
LSC Communications, Inc., based in Chicago, IL, and its
debtor-affiliates, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Lead Case No. 20-10950) on April 13, 2020. In its petition, the
Debtor estimated $1,649,000,000 in assets and $1,721,000,000 in
liabilities. The petition was signed by Andrew B. Coxhead, chief
financial officer.
The Debtors hire SULLIVAN & CROMWELL LLP as counsel; YOUNG CONAWAY
STARGATT & TAYLOR, LLP, as co-counsel; EVERCORE GROUP L.L.C., as
investment banker; ALIXPARTNERS LLP as restructuring advisor; PRIME
CLERK LLC as notice, claims and balloting agent.
LSC COMMUNICATIONS: Committee Taps Jefferies as Investment Banker
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of LSC
Communications, Inc., and its debtor-affiliates seeks authority
from the U.S. Bankruptcy Court for the Southern District of New
York to retain Jefferies LLC, as investment banker.
The Committee requires Jefferies to:
a) advise the Committee on any potential and/or actual
transaction or series of related transactions whereby, directly or
indirectly, a significant portion of the equity securities of the
Debtors or a significant portion of any of the businesses or assets
of the Debtors are transferred to, disposed of, or combined with
one or more persons, groups of persons, partnerships, corporations
or any other entity, including, without limitation, via the
acquisition of all or any portion of the assets, properties,
businesses or securities of the Debtors by way of a direct or
indirect acquisition, purchase, exchange, joint venture,
partnership, other business combination or other means, (including,
without limitation, one or more of the Debtors' creditors acquiring
such businesses or assets through a credit bid);
b) assist and advise the Committee in examining and analyzing
any potential or proposed restructuring, reorganization,
rescheduling, recapitalization, reduction, cancellation,
elimination, retirement, refinancing, purchase, repurchase and/or
a material modification or amendment of all or any material portion
of the Debtors' debt securities and/or other indebtedness,
obligations or liabilities (including, without limitation, unfunded
pension and retiree medical liabilities, lease obligations, trade
credit facilities, contract or tort obligations, joint venture
interests and/or partnership interests), preferred stock, common
stock and/or hybrid securities, however such result is achieved,
including, without limitation, through any chapter 11 plan
confirmed in connection with
the Cases;
c) become familiar with, to the extent Jefferies deems
appropriate, and analyze the business, operations, properties,
financial condition, and prospects of the Debtors;
d) advise the Committee on the current state of the
"restructuring market";
e) assist and advise the Committee in developing a general
strategy for accomplishing a Transaction;
f) assist and advise the Committee in implementing a
Transaction involving the Debtors;
g) assist and advise the Committee in evaluating and analyzing
any Transaction, including any securities or debt instruments that
may be issued in any such Transaction; and
h) render such other investment banking services as may from
time to time be agreed upon by the Committee and Jefferies.
Jefferies compensation are as follows:
-- A monthly fee equal to $150,000 per month until the expiration
or termination of the Engagement Letter. After six full Monthly
Fees have been paid to Jefferies, 50 percent of any subsequent
Monthly Fees actually paid to and retained by Jefferies shall be
credited once (without duplication) against any Transaction Fee
subsequently payable to Jefferies.
-- Upon the consummation of a chapter 11 plan, a fee (Transaction
Fee) in an amount equal to $2,750,000.
The firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
Jefferies can be reached through:
Leon Szlezinger
Jefferies LLC
520 Madison Avenue, 10th Floor
New York, NY 10022
Phone: +1 212 284 2300
About LSC Communications, Inc.
LSC Communications, Inc. -- http://www.lsccom.com/-- is a Delaware
corporation established in 2016 with its headquarters located in
Chicago, Illinois. The Debtors offer a broad range of traditional
and digital print products, print-related services, and office
products. The Company serves the needs of publishers,
merchandisers, and retailers worldwide, with a service offering
that includes e-services, logistics, warehousing and fulfillment
and supply chain management services. The Company prints magazines,
catalogs, directories, books, and some direct mail products, and
manufactures office products, including filing products, envelopes,
note-taking products, binder products, and forms. The Company has
offices, plants, and other facilities in 28 states, as well as
operations in Mexico, Canada, and the United Kingdom.
LSC Communications, Inc., based in Chicago, IL, and its
debtor-affiliates, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Lead Case No. 20-10950) on April 13, 2020. In its petition, the
Debtor estimated $1,649,000,000 in assets and $1,721,000,000 in
liabilities. The petition was signed by Andrew B. Coxhead, chief
financial officer.
The Debtors hire SULLIVAN & CROMWELL LLP as counsel; YOUNG CONAWAY
STARGATT & TAYLOR, LLP, as co-counsel; EVERCORE GROUP L.L.C., as
investment banker; ALIXPARTNERS LLP as restructuring advisor; PRIME
CLERK LLC as notice, claims and balloting agent.
LSC COMMUNICATIONS: Committee Taps Levenfeld Pearlstein as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of LSC
Communications, Inc., and its debtor-affiliates seeks authority
from the U.S. Bankruptcy Court for the Southern District of New
York to retain Levenfeld Pearlstein, LLC as its efficiency
counsel.
The Committee requires Levenfeld to:
(a) in conjunction with Stroock, provide legal advice where
necessary with respect to the Committee's powers and duties and
strategic advice on how to accomplish the Committee's goals;
(b) in conjunction with Stroock, assist and advise the
Committee in its consultations and negotiations with the Debtors
and the U.S. Trustee relative to the administration of the Debtors'
Chapter 11 Cases;
(c) draft, revise, and comment on documents as requested by
Stroock and the Committee;
(d) assist Stroock, A&M, Jefferies, and the Committee in
analyzing the claims of the Debtors' creditors and the Debtors'
capital structure and in negotiating with holders of claims and
equity interests;
(e) assist Stroock and Committee in its investigation of the
acts, conduct, assets, liabilities, and financial condition of the
Debtors and their insiders and of the operation of the Debtors'
businesses;
(f) assist Stroock and the Committee in its analysis of, and
negotiations with, the Debtors or any third party concerning
matters related to, among other things, the assumption or rejection
of certain leases of non-residential real property and executory
contracts, asset dispositions, financing of other transactions, and
the terms of one or more plans of reorganization for the Debtors
and accompanying disclosure statements and related plan documents;
(g) in conjunction with Stroock, advise the Committee as to
its communications to the general creditor body regarding
significant matters in the Chapter 11 Cases;
(h) in conjunction with Stroock, review and analyze
applications, orders, statements of operations and schedules filed
with the Court and advise the Committee as to their propriety and,
to the extent deemed appropriate by the Committee, support, join,
or object thereto;
(i) in conjunction with Stroock, advise and assist the
Committee with respect to any legislative, regulatory or
governmental activities;
(j) in conjunction with Stroock, assist the Committee in its
review and analysis of the Debtors' various agreements;
(k) in conjunction with Stroock, investigating and analyzing
any claims against the Debtors' non-debtor affiliates;
(l) together with Stroock and to the extent necessary,
appearing in Court and at any meetings of creditors on behalf of
the Committee;
(m) monitor the case docket and coordinate with Stroock and
A&M on matters impacting the Committee;
(n) participate in calls with the Committee;
(o) handle inquiries and calls from creditors and counsel to
interested parties regarding pending matters and the general status
of these Chapter 11 Cases and coordinating with Stroock on any
necessary responses; and
(p) provide additional support to Stroock, A&M, Jefferies, and
the Committee, as requested.
Levenfeld advised the Committee that its ordinary hourly rates
range from $450 to $910 per hour for partners, from $405 to $480
per hour for associates, and from $175 to $360 per hour for
paraprofessionals.
The primary attorneys that will work on this representation and
their respective hourly rates are:
Harold D. Israel $570
Marc I. Fenton $470
Sean P. Williams $435
Levenfeld Pearlstein will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Harold D. Israel, a partner at Levenfeld Pearlstein, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Levenfeld Pearlstein can be reached at:
Harold D. Israel, Esq.
LEVENFELD PEARLSTEIN, LLC
2 N. LaSalle St., Suite 1300
Chicago, IL 60602
Tel: (312) 346-8380
Fax: (312) 346-8434
E-mail: hisrael@lplegal.com
About LSC Communications, Inc.
LSC Communications, Inc. -- http://www.lsccom.com/-- is a Delaware
corporation established in 2016 with its headquarters located in
Chicago, Illinois. The Debtors offer a broad range of traditional
and digital print products, print-related services, and office
products. The Company serves the needs of publishers,
merchandisers, and retailers worldwide, with a service offering
that includes e-services, logistics, warehousing and fulfillment
and supply chain management services. The Company prints magazines,
catalogs, directories, books, and some direct mail products, and
manufactures office products, including filing products, envelopes,
note-taking products, binder products, and forms. The Company has
offices, plants, and other facilities in 28 states, as well as
operations in Mexico, Canada, and the United Kingdom.
LSC Communications, Inc., based in Chicago, IL, and its
debtor-affiliates, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Lead Case No. 20-10950) on April 13, 2020. In its petition, the
Debtor estimated $1,649,000,000 in assets and $1,721,000,000 in
liabilities. The petition was signed by Andrew B. Coxhead, chief
financial officer.
The Debtors hire SULLIVAN & CROMWELL LLP as counsel; YOUNG CONAWAY
STARGATT & TAYLOR, LLP, as co-counsel; EVERCORE GROUP L.L.C., as
investment banker; ALIXPARTNERS LLP as restructuring advisor; PRIME
CLERK LLC as notice, claims and balloting agent.
LSC COMMUNICATIONS: Committee Taps Prime Clerk as Information Agent
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors of LSC
Communications, Inc., and its debtor-affiliates seeks authority
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Prime Clerk LLC as its information
agent.
As information agent to the Committee, Prime Clerk will perform the
bankruptcy administration services.
Prime Clerk's retention is appropriate and necessary to assist the
Committee in complying with its obligations under the Bankruptcy
Code and to assist in the effective administration of the Chapter
11 Cases while minimizing the expense of such functions.
Specifically, Prime Clerk will, among other things, provide the
Committee with technology and consulting services regarding the
Committee's involvement in the Cases, and any other services agreed
upon by the parties or otherwise required by applicable law,
governmental regulations or court rules or orders.
The firm will be paid at these rates:
Analyst $30 - $50
Technology Consultant $35 - $95
Consultant/Senior Consultant $65 - $165
Director $175 - $195
COO/Executive VP No charge
Solicitation Consultant $190
Director of Solicitation $210
Benjamin J. Steele, Vice President of Prime Clerk LLC, assures the
court that the firm is a "disinterested person" within the meaning
of section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Benjamin J. Steele
Prime Clerk LLC
One Grand Central Place
60 East 42nd Street, Suite 1440
New York, NY 10165
About LSC Communications, Inc.
LSC Communications, Inc. -- http://www.lsccom.com/-- is a Delaware
corporation established in 2016 with its headquarters located in
Chicago, Illinois. The Debtors offer a broad range of traditional
and digital print products, print-related services, and office
products. The Company serves the needs of publishers,
merchandisers, and retailers worldwide, with a service offering
that includes e-services, logistics, warehousing and fulfillment
and supply chain management services. The Company prints magazines,
catalogs, directories, books, and some direct mail products, and
manufactures office products, including filing products, envelopes,
note-taking products, binder products, and forms. The Company has
offices, plants, and other facilities in 28 states, as well as
operations in Mexico, Canada, and the United Kingdom.
LSC Communications, Inc., based in Chicago, IL, and its
debtor-affiliates, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Lead Case No. 20-10950) on April 13, 2020. In its petition, the
Debtor estimated $1,649,000,000 in assets and $1,721,000,000 in
liabilities. The petition was signed by Andrew B. Coxhead, chief
financial officer.
The Debtors hire SULLIVAN & CROMWELL LLP as counsel; YOUNG CONAWAY
STARGATT & TAYLOR, LLP, as co-counsel; EVERCORE GROUP L.L.C., as
investment banker; ALIXPARTNERS LLP as restructuring advisor; PRIME
CLERK LLC as notice, claims and balloting agent.
LSC COMMUNICATIONS: Committee Taps Stroock & Stroock as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of LSC
Communications, Inc., and its debtor-affiliates seeks authority
from the U.S. Bankruptcy Court for the Southern District of New
York to retain Stroock & Stroock & Lavan LLP as its lead counsel.
The Committee requires Stroock to:
a) advise the Committee with respect to the Committee's powers
and duties under Bankruptcy Code section 1103 of the Bankruptcy
Code;
b) assist and advise the Committee in its consultations,
meetings and negotiations with the Debtors, other creditors, and
other parties-in-interest;
c) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors;
d) assist the Committee in connection with any proposed sale
of the Debtors' assets;
e) assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure;
f) assist and advise the Committee in negotiating with holders
of claims, including analysis of possible objections to the
priority, amount, subordination, or avoidance of claims and/or
transfers of property in consideration of such claims, in
coordination with the Committee's efficiency counsel;
g) advise and represent the Committee in connection with
matters generally arising in these Chapter 11 Cases, including the
Debtors' motion to incur DIP financing, certain "second day"
pleadings and other pleadings, in coordination with the Committee's
efficiency counsel;
h) assist the Committee in its review, analysis and
negotiation of any potential compromises or settlements, and the
assumption and rejection of executory contracts and unexpired
leases in coordination with the Committee's efficiency counsel;
i) assist the Committee in connection with any chapter 11
plan(s) that may be filed, and any disclosure statement and other
documentation accompanying such plan(s), or any other disposition
of these Chapter 11 Cases;
j) appear before this Court, any other federal, state or
appellate court, or the Office of the United States Trustee, on
behalf of the Committee;
k) take all necessary actions to protect and preserve the
interests of the Committee and unsecured creditors generally,
including (i) review and analysis of any reports or analyses
prepared in connection with the Debtors' potential claims and
causes of action, (ii) investigate any potential claims and causes
of action, including prepetition transactions involving third
parties; (iii) potential prosecution of actions on the Committee's
behalf, (iv) if appropriate, negotiations concerning all litigation
in which the Debtors are involved, and (v) advise the Committee
with respect to the foregoing and perform such other diligence and
independent analysis as may be requested by the Committee;
l) respond to inquiries, as appropriate, from individual
creditors as to the status of, and developments in, these Chapter
11 Cases;
m) prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, applications, orders,
memoranda, complaints, answers, objections, replies, responses, and
papers with respect to any of the foregoing; and
n) perform such other legal services as may be required or are
otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules, or other applicable law.
Stroock's hourly rates are:
Partners $1,150 - $1,650
Associates/Special Counsel $550 - $1,095
Paraprofessionals $340 - $510
Stroock is "disinterested" within the meaning of Section 101(14) of
the Bankruptcy Code, according to court filings.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Frank
A. Merola, Esq., a partner at Stroock, disclosed that the firm did
not agree to a variation of its standard or customary billing
arrangements for its employment with the Debtors, and that no
professional at the firm varied his rate based on the geographic
location of the Debtors' bankruptcy cases.
The attorney also disclosed that Stroock did not represent the
committee prior to Debtors' bankruptcy filing, and that the firm is
currently developing a prospective budget and staffing plan for the
committee's review and approval
Stroock can be reached through:
Frank A. Merola, Esq.
Stroock & Stroock & Lavan LLP
2029 Century Park East
Los Angeles , CA 90067-3086
Tel. 310-556-5800
Fax. 310-556-5959
Email: fmerola@stroock.com
About LSC Communications, Inc.
LSC Communications, Inc. -- http://www.lsccom.com/-- is a Delaware
corporation established in 2016 with its headquarters located in
Chicago, Illinois. The Debtors offer a broad range of traditional
and digital print products, print-related services, and office
products. The Company serves the needs of publishers,
merchandisers, and retailers worldwide, with a service offering
that includes e-services, logistics, warehousing and fulfillment
and supply chain management services. The Company prints magazines,
catalogs, directories, books, and some direct mail products, and
manufactures office products, including filing products, envelopes,
note-taking products, binder products, and forms. The Company has
offices, plants, and other facilities in 28 states, as well as
operations in Mexico, Canada, and the United Kingdom.
LSC Communications, Inc., based in Chicago, IL, and its
debtor-affiliates, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Lead Case No. 20-10950) on April 13, 2020. In its petition, the
Debtor estimated $1,649,000,000 in assets and $1,721,000,000 in
liabilities. The petition was signed by Andrew B. Coxhead, chief
financial officer.
The Debtors hire SULLIVAN & CROMWELL LLP as counsel; YOUNG CONAWAY
STARGATT & TAYLOR, LLP, as co-counsel; EVERCORE GROUP L.L.C., as
investment banker; ALIXPARTNERS LLP as restructuring advisor; PRIME
CLERK LLC as notice, claims and balloting agent.
LUCKY'S MARKET & EARTH FARE: Southeastern to Reopen 8 Stores
------------------------------------------------------------
Jon Springer, writing for Winsight Grocery Business, reports that
Southeastern Grocers plans to reopen eight stores, which it
purchased from bankrupt competitors Lucky's Market and Earth Fare,
in Florida under under its Winn-Dixie banner before the end of the
year.
Jacksonville, Fla.-based Southeastern acquired the units in
separate bankruptcy auctions earlier this year. Lucky's and Earth
Fare -- each upstart natural food brands—declared Chapter 11
bankruptcy within weeks of one another in late January 2020 and
early February 2020, respectively.
"At Southeastern Grocers, we are committed to supporting, enriching
and growing the communities we serve. Winn-Dixie is deeply rooted
in Florida, and we are proud to expand our footprint and enhance
our presence throughout the state," Southeastern CEO Anthony Hucker
said in a statement.
"In addition to our new store that we opened earlier this year, we
look forward to introducing eight more new appealing stores with
fresh, quality products at the right price to deliver a shopping
experience our associates, customers and communities can always
count on."
According to Southeastern Grocers, the converted units would be
remodeled with a "specialized approach" to provide a wide product
selection and additional jobs and opportunities for community
members. All eight locations are projected to have grand opening
dates this 2020.
Winn Dixie said it would offer positions to Lucky's Market and
Earth Fare associates impacted by the acquisition as well as any
individuals committed to providing customers with quality service.
The opening of the eight new store locations follows the February
opening of a new Winn-Dixie store in the Brentwood community in
Jacksonville, which it said came in response to a community plea to
combat an impending food desert in the area with the closing of a
rival Publix store.
Separately Schnuck Markets last week said it would convert an
acquired Lucky's store to a new natural foods banner to be known as
EatWell. In the meantime, some former Earth Fare executives have
teamed to relaunch that brand with a handful of acquired sites.
About Lucky's Market
Lucky's Market Parent Company, LLC -- https://www.luckysmarket.com/
-- together with its owned direct and indirect subsidiaries, is a
specialty grocery store chain offering a broad range of grocery
items through the Company's "L" private label. Each of the
company's stores has full-service departments, which include
produce, meat, seafood, culinary, apothecary, beer and wine, and
grocery. In addition to the stores, the company operates a produce
warehouse in Orlando, Fla., to supply nearly all produce for its
Florida and Georgia stores.
Lucky's Market Parent and 21 of its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. Del., Lead Case No.
20-10166) on Jan. 27, 2020. At the time of the filing, the Debtors
were estimated to have $100 million to $500 million in assets and
$500 million to $1 billion in liabilities. The petitions were
signed by Andrew T. Pillari, chief financial officer. Judge John
T. Dorsey presides over the cases.
Christopher A. Ward, Esq. and Liz Boydston, Esq., of Polsinelli PC,
serve as counsel to the Debtors. Alvarez & Marsal acts as
financial advisor; PJ Solomon as investment banker; and Omni Agent
Solutions as notice and claims agent.
About Earth Fare
Founded in 1975 in Asheville, N.C., Earth Fare, Inc. --
http://www.earthfare.com/-- is a natural and organic food retailer
with locations across 10 states. It offers groceries and wellness
and beauty products.
Earth Fare and its affiliate, EF Investment Holdings, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 20-10256) on Feb. 4, 2020. At the time of the
filing, the Debtors each disclosed assets of between $100 million
and $500 million and liabilities of the same range.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel; FTI Consulting, Inc. as financial and restructuring
advisor; and Epiq Corporate Restructuring, LLC as claims,
solicitation and balloting agent. Malfitano Advisors, LLC provides
disposition advisory services to the Debtors.
The U.S. Trustee for Region 3 appointed five creditors to serve on
the official committee of unsecured creditors in the Chapter 11
cases of Earth Fare, Inc. and EF Investment Holdings, Inc. The
Committee retained Pachulski Stang Ziehl & Jones LLP, as counsel,
and Alvarez & Marsal North America, LLC, as financial advisor.
LUX TEMPLUM: Hires McEwen Gisvold as Litigation Counsel
-------------------------------------------------------
Lux Templum, LLC, seeks authority from the US Bankruptcy Court for
the District of Colorado to hire McEwen Gisvold LLP as its
litigation counsel.
The Debtor in Sep. 2019 contracted with Oregon-based Black Hemp Box
LLC to design and manufacture a large-scale mobile hemp dryer. The
Debtor agreed to pay BHB $1.75 million and accept delivery of the
dryer in mid-October 2019.
BHB never delivered the dryer as a result of disputes between BHB
and MBS Engineering, Inc. BHB refuses to refund the $1.5 billion in
deposits advanced for the dyer.
The Debtor commenced an action in Portland, Oregon, on April 7,
2020 against BHB and its owners captioned Lux Templum, LLC v. Black
Hemp Boc, et al., Clackamas Circuit Court, Case No. 20CV14757. The
Oregon litigation is pending and no trial to date has been
schedules.
McEwen Gisvold will continue to prosecute the Debtor's claim in the
Oregon Action.
The hourly billing rates for the litigation counsel are:
Tyler J. Bellis $320
Alysha Van Zante $230
Paralegal $185
The Debtor paid the counsel a $26,406.65 pre-petition retainer.
Tyler J. Bellis, Esq. attests that his firm represents no interest
adverse to the estate and is a "disinterested person" as defined
under 11 U.S.C. 101(14).
The firm can be reached through:
Tyler J. Bellis, Esq.
McEwen Gisvold LLP
Standard Plaza, 1100 SW 6th Ave #1600
Portland, OR 97204
Phone: +1 503-226-7321
About Lux Templum
Lux Templum, LLC -- https://www.luxtemplum.com/ -- provides support
activities for crop production. The Company offers processing and
sales facilitation and consulting and management services to the
hemp industry. Lux Templum works with companies, governments and
capital allocators around the world to help foster a thorough
understanding of the hemp industry and how they may choose to
participate in it.
Lux Templum sought Chapter 11 protection (Bankr. D. Colo. Case No.
20-13360) on May 15, 2020. In the petition signed by CFO John
Lawrence, the Debtor disclosed total assets of $421,985 and total
liabilities of $2,804,713 as of the bankruptcy filing. The Hon.
Michael E. Romero is the case judge. SHILLIDAY LAW, P.C., led by
Robert J. Shilliday III, is the Debtor's counsel.
M.G. TRANSPORT: Sues the SBA for Denial of PPP Loans
----------------------------------------------------
Brian Straight, writing for Freight Waves, reports that Maine-based
small trucking company M.G. Transport has sued the U.S. Small
Business Administration for denying Paycheck Protection Program
(PPP) loans to companies that are currently in bankruptcy, thus
putting jobs at risk.
The suit, filed earlier in May 2020 in Portland, Maine, alleges
that M.G. Transport's request for a PPP loan was denied because the
trucking company is currently operating under Chapter 11 bankruptcy
proceedings.
M.G. Transport, which employs four people, and a companion company,
A.S. & B.C. Gould & Sons, which employs five, sought $32,000 and
$55,000, respectively, from the program. Gould & Sons operates a
logging operation. Both companies are based in Cornville, Maine.
The suit names Jovita Carranza, an administrator for the SBA, as a
defendant. The companies, along with a third company, Breda LLC,
which operates a hotel in Camden, Maine, are seeking monetary
damages for the loans they applied for as well as to bar SBA from
denying businesses in bankruptcy access to PPP funds.
The judge in the case set a pre-trial conference date of June 19,
2020. The lawsuit was first reported by the Portland Press Herald.
About M.G. Transport
M.G. Transport, Inc., a freight shipping and trucking company,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Me. Case No. 20-10092) on Feb. 25, 2020, listing under $1
million in both assets and liabilities. Judge Michael A. Fagone
oversees the case. John D. Burns, Esq., at The Burns Law Firm,
LLC, is the Debtor's legal counsel. Austin Associates, P.A. is the
Debtor's accountant.
MAUSER PACKAGING: Fitch Corrects June 3 Ratings Release
-------------------------------------------------------
Fitch Ratings replaced a ratings release on Mauser Packaging
Solutions Holding Company published on June 3, 2020 to correct the
name of the obligor for the bonds.
The amended ratings release is as follows:
Fitch Ratings has downgraded Mauser Packaging Solutions Holding
Company's (MPS) Long-Term Issuer Default Rating (IDR) to 'B-' from
'B'. In addition, Fitch has downgraded the MPS's senior secured ABL
credit facility to 'BB-'/'RR1' from 'BB'/'RR1', senior secured term
loan and senior secured notes to 'B'/'RR3' from 'BB-'/'RR2', and
senior unsecured notes to 'CCC'/'RR6' from 'CCC+'/'RR6'. Fitch has
also assigned a 'B'/'RR3' rating to MPS's new senior secured notes
due 2024. The Rating Outlook is Stable.
The downgrade reflects the company's recent historical and
forecasted EBITDA, FCF and fixed charge coverage below Fitch's
prior expectations. This stems from recent volatility in certain
end-markets and slower than anticipated realized synergies leading
to weaker EBITDA and fixed charge coverage metrics. Fitch projects
that MPS's fixed charge coverage will remain around 1.5x through
the forecasted period. The ratings also reflect some exposure to
cyclical end markets and management's aggressive growth strategy
and demonstrated willingness to stretch the balance sheet for an
extended period of time.
The Stable Outlook reflects the company's solid liquidity position,
its significant size and scale, leading market positions in a
majority of its product lines and broad product offering, which
supports long customer relationships. MPS's size benefits raw
material purchasing power and its ability to pass through raw
material costs to customers, resulting in relatively stable
margins.
KEY RATING DRIVERS
Forecasted 1.5x Fixed Charge Coverage: Due to an elevated debt
load, the company has high interest payments relative to EBITDA,
which resulted in 2019 FFO fixed charge coverage of 1.4x. Fitch
expects that coverage metrics will generally remain around 1.5x
throughout the forecast period, which is consistent with 'B-'
tolerances. Fitch views Mauser's solid liquidity position and no
near-term maturities as partially offsetting pressured coverage
metrics.
Diversified End-Markets: MPS's end markets are diversified across
industrial, consumer, food and agriculture, energy and
petrochemical segments, a profile which Fitch believes buffers
exposure to coronavirus-related downturns in many markets.
Increased demand for cleaning and medical applications, for
example, should partially offset depressed demand in energy and
automotive segments. MPS does have material customer concentration
and a higher exposure to cyclical end markets compared with peers,
and with MPS's top 10 customer's accounting for approximately 28%
of sales in 2019, and its top customer representing 8% of sales. On
average, however, MPS has maintained relationships with its top 10
customers for over 20 years, which in Fitch's view, partially
offsets customer concentration risk. Additionally, Fitch believes
MPS's size and scale, leading market positions, broad and
diversified product offering and the close proximity of facilities
to customers helps partially mitigate volume risk.
Aggressive Acquisitive Growth Strategy: In 2016, Stone Canyon
Industries LLC (SCI) acquired MPS and has since made seven
acquisitions for aggregate consideration of approximately $3.36
billion. In April 2017, MPS paid approximately $2.27 billion to
acquire CD&R Millennium HoldCo 2 B.V. (Mauser). In August 2018, MPS
paid approximately $1 billion to acquire ICS. The Mauser and ICS
acquisitions materially increased MPS's size and expanded its
geographical presence and product offering, partially offsetting
the resulting high financial leverage. Fitch believes MPS has a
large pipeline of remaining acquisition opportunities over the
intermediate term, and will continue to be an active participant in
the consolidation of the highly fragmented industry it operates
within.
Significant Size & Scale: MPS's aggressive acquisition strategy has
resulted in the company roughly tripling in size, pro forma the ICS
acquisition. MPS's significant size and scale improves raw material
purchasing power, which supports its cost position and is expected
to improve margins. MPS's geographic presence and broad product
offering supports long customer relationships. In 2019,
approximately 28% of sales were to customers outside of the U.S.
although only 4% of revenue was generated outside of North America
and Europe.
Raw Material Exposure: MPS's primary raw materials include resin
and steel. Historically, MPS has been able to pass through raw
material price increases to customers, which supports Fitch's view
that EBITDA margins will be relatively stable through the forecast
period regardless of steel and resin price volatility. However,
given the intense competition in the industry, price increases may
result in a loss of volume.
DERIVATION SUMMARY
MPS compares similarly in size in terms of EBITDA to Silgan,
although has significantly higher leverage and a higher exposure to
cyclical end markets. MPS is significantly smaller, has
significantly higher leverage, and a higher exposure to cyclical
end markets compared with packaging peers Berry, Ball, Crown and
Reynolds, who generate a substantial majority of sales from
consumer non-discretionary end markets. Similar to many peers, MPS
has been an active participant in the consolidation of a highly
fragmented industry, however, has demonstrated a willingness to
stretch the balance sheet over an extended time period. MPS has no
financial leverage target and has operated with net debt/EBITDA
significantly above 7.0x over the past few years, whereas large
public equity packaging companies tend to target net leverage
generally ranging between 3.0x-4.0x.
KEY ASSUMPTIONS
-- A roughly 5% decline in revenues in 2020, reflecting a net
loss in volumes across end markets, followed by a shallow recovery
in subsequent years.
-- EBITDA margins pressured slightly in 2020, largely protected
by the 70% variable cost base, recovering to prior levels in the
following years.
-- Moderated capex budget as per management.
-- Dividend payments to shareholder resume in 2021 in proportion
to historical levels.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that MPS would be considered a
going-concern in bankruptcy and that the company would be
reorganized rather than liquidated.
Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
Fitch assumes a GC EBITDA of $610 million.
The lower GC EBITDA assumption envisions the effects of a sustained
economic downturn lasting several years, continued depressed energy
and petrochemical prices, lower sales volumes, and intensifying
competitive dynamics for the company. In this scenario, MPS would
not be able to fully offset declines in more cyclical segments such
as petrochemicals and construction with additional volumes in more
resilient end markets such as food and consumer.
An EV multiple of 5.5x is used to calculate a post-reorganization
valuation and reflects a mid-cycle multiple. The estimate
considered the following factors:
Fitch typically uses recovery multiples ranging from 4.5x-6.0x for
its portfolio of packaging companies. The 5.5x multiple, at the
higher end of the range, is reflective of MPS's significant size
and scale in addition to its leading market positions in a majority
of its product lines.
The ABL credit facility is assumed to be 80% drawn upon default.
The senior secured term loan and senior secured notes are pari
passu. The unsecured notes are subordinated to the secured debt in
the capital structure.
The 5.5x multiple and $610 million EBITDA assumption results in an
enterprise value (EV) of $3.02 billion, after accounting for 10% of
administrative claims.
The waterfall results in a 'RR1' recovery rating for the first lien
secured ABL credit facility, an 'RR3' recovery rating for the first
lien secured term loan and secured notes and a 'RR6' recovery
rating for the senior unsecured notes.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Clear financial policy in place consistent with total
debt/EBITDA sustained at or below 7.5x;
-- FFO fixed charge coverage ratio sustained around 2.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- FFO fixed charge coverage ratio trending towards 1.0x;
-- A sizable acquisition and/or distributions resulting in
reduced financial flexibility;
-- Deterioration in operating profile resulting in sustained
negative FCF.
LIQUIDITY AND DEBT STRUCTURE
Total liquidity as of May 19, 2020 was approximately $323 million
consisting of $164 million in cash, excluding international and
restricted cash, and $159 million in ABL availability, due at
maturity in December 2020. Other than the ABL credit facility, MPS
has no significant maturities until 2024.
The ABL credit facility requires MPS to maintain a minimum fixed
charge coverage of 1.0x if availability under the ABL is less than
the greater of a) 10% of the commitments under the ABL or the
then-applicable borrowing base and b) $14 million. MPS is required
to test the fixed charge coverage ratio when availability is less
than 30% for a period of five consecutive business days. As of
mid-May, coverage calculated for this facility was in the 1.65x
range.
ESG CONSIDERATIONS
The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).
MAVERICK RESTORATION: Hires Corral Tran Singh as Counsel
--------------------------------------------------------
Maverick Restoration & Waterproofing, LLC, seeks authority from the
US Bankruptcy Court for the Southern District of Texas to hire
Corral Tran Singh, LLP as its counsel.
Maverick Restoration requires Corral Tran to:
a. analyze the financial situation, and render advice and
assistance to the Debtor;
b. advise the Debtor with respect to its rights, duties, and
powers as a debtor in the bankruptcy case;
c. represent the Debtor at all hearings and other
proceedings;
d. prepare and file of all appropriate petitions, schedules of
assets and liabilities, statements of affairs, answers, motions and
other legal papers as necessary to further the Debtor's interests
and objectives;
e. represent the Debtor at any meeting of creditors and such
other services as may be required during the course of the
bankruptcy proceedings;
f. represent the Debtor in all proceedings before the Court
and in any other judicial or administrative proceeding where the
rights of the Debtor may be litigated or otherwise affected;
g. prepare and file of a Disclosure Statement and Chapter 11
Plan of Reorganization;
h. assist the Debtor in analyzing the claims of the creditors
and in negotiating with such creditors; and
i. assist the Debtor in any matters relating to or arising out
of the captioned case.
Corral Tran will be paid at these hourly rates:
Susan Tran Adams 375
Brendon Singh 390
Adam Corral 350
Krystyna Salinas 275
Maverick Restoration provided Corral Tran a retainer in the amount
of $10,000.
Corral Tran will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Susan Tran Adams, Esq., partner of Corral Tran Singh, LLP, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Corral Tran can be reached at:
Susan Tran Adams, Esq.
CORRAL TRAN SINGH, LLP
1010 Lamar St., Suite 1160
Houston TX 77002
Tel: (832) 975-7300
Fax: (832) 975-7301
E-mail: brendon.singh@ctsattorneys.com
About Maverick Restoration
Maverick Restoration & Waterproofing, LLC, is a restoration &
waterproofing contractor based in Santa Fe, Texas.
Maverick Restoration & Waterproofing, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
20-32528) on May 7, 2020, listing under $1 million in both assets
and liabilities. Susan Tran Adams at Corral Tran Singh LLP
represents the Debtor as counsel.
MERRICK COMPANY: U.S. Trustee Asking for Debtor's MORs, Fees
------------------------------------------------------------
Acting United States Trustee Paul Randolph objects to Merrick
Company, LLC's Plan and Disclosure Statement pursuant to 11 U.S.C.
Sec. 1125(a)(1), 1129(a)(5)(B) and 1129(a)(11).
The U.S. Trustee notes that Debtor has not filed its Monthly
Operating Reports for the months of December, January, February,
March, and April will be due on the 20th of May. According to the
U.S. Trustee, the Debtor is also behind in paying their quarterly
fess in the amount of $9,750.
A full-text copy of the United States Trustee's objection to plan
dated May 15, 2020, is available at https://tinyurl.com/ybxsvggq
from PacerMonitor at no charge.
About Merrick Company
Merrick Company, LLC -- http://www.merrickco.com/-- is a
mechanical contractor in Louisville, Ky., that repairs, upgrades,
designs, and installs piping and HVAC systems.
Merrick Company sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-31201) on April 15,
2019. In the petition signed by Michelle Merrick, member, the
Debtor disclosed $824,992 in assets and $3,656,559 in liabilities.
The case is assigned to Judge Thomas H. Fulton. Kaplan Johnson
Abate & Bird, LLP, is the Debtor's legal counsel.
MEZZ57TH LLC: Seeks to Hire Ballon Stoll as Attorney
----------------------------------------------------
Mezz57th LLC d/b/a John Barrett, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Ballon Stoll Bader & Nadler, P.C., as
attorney to the Debtors.
Mezz57th LLC requires Ballon Stoll to:
(a) advise the Debtors of its rights, powers, and duties as a
Debtors-in-possession in continuing to operate and manage
its business and assets;
(b) advise and consult the Debtors on the conduct of this
Chapter 11 case, including all of the legal and
administrative requirements of operating in Chapter 11;
(c) attend meetings and negotiations with representatives of
creditors and other parties-in-interest;
(d) take all necessary actions to protect and preserve the
Debtors's estate, including prosecuting actions on the
Debtors' behalf, defending any action commenced against
the Debtors, and representing the Debtors in negotiations
concerning litigation in which the Debtors is involved,
including objections to claims filed against the Debtors'
estate;
(e) review the nature and validity of agreements relating to
the Debtors' business and property and advise the Debtors
in connection therewith;
(f) review the nature and validity of liens, if any, asserted
against the Debtors and advise as to the enforceability of
such liens;
(g) advise the Debtors concerning the actions Debtors might
take to collect and recover property for the benefit of
its estate;
(h) prepare on the Debtors' behalf all necessary and
appropriate applications, pleadings, orders, notices,
petitions, schedules, and other documents, and review all
financial and other reports to be filed in the Debtors'
Chapter 11 case;
(i) advise the Debtors concerning, and preparing responses to,
applications, pleadings, notices, and other papers which
may be filed in the Debtors' Chapter 11 case;
(j) represent the Debtors in connection with obtaining
authority to continue using cash collateral and post-
petition financing;
(k) appear before the Court and any appellate courts to
represent the interests of the Debtors' estate;
(l) advise the Debtors concerning tax matters;
(m) advise the Debtors in connection with any potential sale
of assets;
(n) counsel the Debtors in connection with formulation,
negotiation and promulgation of a Chapter 11 Plan; and
litigation with respect to competing plans; and
(o) perform all other legal services for and on behalf of the
Debtors which may be necessary or appropriate in the
administration of its Chapter 11 case.
The professionals designated to perform services to the Debtor will
be paid at these hourly rates:
Partners $595
Paralegals $95
On May 26, 2020, Mezz57th paid Ballon Stoll $82,000 as a retainer.
Prior to the Petition Date, Ballon Stoll incurred $26,796 in fees
and expenses relating to preparation for the Mezz57th's Chapter 11
cases. Ballon Stoll is waiving all other prepetition fees owed by
Mezz57th in excess of $9,999, believed to be $44,604.61.
On May 27, 2020, John Barrett paid Ballon Stoll $25,000 as a
retainer. Prior to the Petition Date, Ballon Stoll incurred $4,296
in fees and expenses relating to preparation for John Barrett's
Chapter 11 case. Ballon Stoll is waiving all other fees owed by
John Barrett, believed to be $144,281.41.
Ballon Stoll will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Vincent J. Roldan, a partner at Ballon Stoll, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Ballon Stoll can be reached at:
Vincent J. Roldan, Esq.
BALLON STOLL BADER & NADLER, P.C.
729 Seventh Avenue
New York, NY 10019
Tel: (212) 575-7900
Fax: (212) 764-5060
E-mail: vroldan@ballonstoll.com
About Mezz57th LLC d/b/a John Barrett
Mezz57th LLC, based in New York, NY, filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 20-11316) on May 29, 2020. In the
petition signed by John Barrett, president and managing member, the
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities. The Hon. Sean H. Lane oversees the case.
BALLON STOLL BADER & NADLER, P.C., serves as bankruptcy counsel to
the Debtor.
MIAMI JEWISH: Fitch Lowers Rating on $44MM 2017 Bonds to BB+
------------------------------------------------------------
Fitch Ratings has downgraded the rating on the following bonds
issued by the city of Miami Health Facilities Authority on behalf
of Miami Jewish Health Systems, Inc. (MJHS or the system) to 'BB+'
from 'BBB-':
-- $44,035,000 revenue and refunding bonds series 2017.
Fitch removes the rating from Rating Watch Negative. The Rating
Outlook is Stable.
SECURITY
The bonds are secured by a pledge of gross revenues and a mortgage
on certain property of the obligated group (OG), which includes
MJHS, the Florida PACE Centers and the Miami Jewish Health
Foundation, Inc. Further security is provided by a debt service
reserve fund.
KEY RATING DRIVERS
WEAKER FINANCIAL PROFILE DRIVES DOWNGRADE: The downgrade to 'BB+'
reflects a drop in unrestricted liquidity and a thin operating
performance that will likely lead to second consecutive debt
service coverage violation, and a day's cash on hand violation,
which combined indicate a rating more consistent with a
non-investment-grade credit. At March 31, 2020, unrestricted
liquidity of $18.6 million was down from approximately $33.3
million at year-end FY19. The drop was driven by approximately
$14.9 million in various one-time expense items. Cash to debt
remained adequate at 42.3%, while days cash on hand was thin at 52
days and below the 90-day covenant.
FY20 OPERATIONAL PERFORMANCE IMPROVED: Even though MJHS will likely
miss its debt service covenant again in FY20, operations had been
improving and performance through the 3Q FY20 was tracking close to
budget before the coronavirus. Heading into March, independent
living (IL) occupancy had been exceeding budget but fell back to
below 75% due to the effects of the coronavirus. Fitch notes that
key financial executives, including a new acting CFO, are from FTI
Consulting, which produced an operational improvements report for
MJHS' debt service coverage violation in FY19 as per documents. The
new financial team has been executing on the recommendations in the
report.
FORBEARANCE AGREEMENT IN PLACE: The Stable Outlook reflects a
forbearance agreement that was executed to for the FY19 debt
service coverage violation (MJHS' debt service coverage was below
1x in FY19). The agreement also covers a 90-day DCOH covenant
violation that will likely occur in FY20. MJHS will also likely
miss its 1.2x debt service coverage covenant for FY20. While the
forbearance agreement does not cover this specific potential
violation, the bondholders and MJHS have begun to negotiate the
covenants that will be in force during the forbearance period. The
forbearance period is in place now and is in effect till June 13,
2021. MJHS debt coverage was below 1x though the nine-month FY20
interim period.
MANAGEABLE LONG-TERM LIABILITIES: MJHS' debt burden remains
manageable, as indicated by maximum annual debt service (MADS) as a
percent of revenue of 2.8%, as of March 31, 2020. Debt-to-net
available has historically been below the median; however, the
weaker operating performance has caused it to deteriorate. Based on
the most recent pre-coronavirus results, Fitch expects that
operations will improve over the next one to two years.
COMPREHENSIVE SENIOR SERVICES PROVIDER: MJHS provides an array of
services for seniors, within a limited but densely populated
service area of Miami-Dade County. System components include a
large skilled nursing (SNF) component, four PACE programs,
independent and assisted living facilities, acute care and rehab
services, ambulatory clinics and management of HUD Section 202
housing. The service offerings provide a number of access points to
seniors, with individual programs serving as feeders to other
programs within the system. A component of the turnaround plan has
been to better utilize MJHS' assisted living, hospital, and skilled
nursing service to more effectively and efficiently take care of
the patients in its PACE program.
ASYMMETRIC RISK FACTORS: There are no asymmetric risk factors
affecting this rating determination.
RATING SENSITIVITIES
Fitch expects operations to steadily improve and that unrestricted
liquidity will stabilize and even modestly improve over the next
year as MJHS executes on its turnaround plan.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
-- Failure to improve the operating performance in FY21 and FY22
such that the operating ratio remains above 100%, DCOH remains at
approximately 50 days or drops even lower, and/or MJHS fails to
achieve 1.1x coverage;
-- A debt issuance such that cash to debt falls below 30%.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
-- A strengthening of cash flow such that debt service coverage
returns consistently to above 2x and DCOH exceeds 90 days.
CREDIT PROFILE
Founded in the 1940s as a 23-bed nursing home for Jewish widows and
widowers, MJHS has grown into a provider of a wide array of senior
services in South Florida. The OG consists of a 438-bed skilled
nursing facility, one of the largest in the Southeast, a 95-unit
rental ILU, 81-unit ALU, 19-unit memory care facility, and a small
32-bed acute care hospital, mostly catering to the needs of the
MJHS residents, all located on the system's main campus in Miami,
and a foundation. The OG operates a large PACE program with four
centers providing care to over 900 participants. Fitch's financial
analysis is based on the OG.
The OG had approximately $116.4 million in operating revenue in
FY19 (unaudited). The FY19 audit has not been released due to the
need for a waiver for the FY19 debt service coverage violation.
The main entities outside of the OG include the Wolf/Cypen
Foundation which operates exclusively for the benefit of MJHS, and
has approximately $7.5 million in unrestricted cash and
investments, as well as three HUD Section 202 apartment buildings
providing subsidized housing for the elderly, and a nurse registry
program.
The recent outbreak of coronavirus and related government
containment measures has created an uncertain environment for the
entire healthcare system in the near term. While MJHS' financial
performance through the most recently available data has not
indicated material impairment related to the pandemic, material
changes in revenue and cost profiles will occur across the sector.
Fitch's ratings are forward-looking in nature, and Fitch will
monitor developments in the sector as a result of the virus
outbreak as it relates to severity and duration, and incorporate
revised expectations for future performance and assessment of key
risks.
Financial Profile
The downgrade largely reflects the drop in liquidity, with MJHS'
DCOH falling below its 90 days covenant calculation to
approximately 52 days at March 31, 2020. The decline in
unrestricted liquidity was driven by approximately $14.9 million in
one-time expenses that occurred since the end of FY19: a $5 million
pay down of accounts payable; a $4.3 million contribution to the
parking garage project; and $5.6 million to terminate the defined
benefit plan. Unrealized losses of approximately $2.2 million
further reduced unrestricted liquidity; however, MJHS management
reports recovering all of those unrealized losses in April and
through mid-May.
Operations had been improving through the nine-month FY20 interim
period, with the operating ratio improving to 102.6% from 120% at
year-end 2019 (unaudited). Higher than expected IL occupancy and
improved performance in the PACE program in FY20 had been
offsetting below budget occupancy in assisted living and skilled
nursing. Overall, MJHS had been tracking close to budget. The FY20
budget was for a slight operating loss.
However, MJHS' operations have been affected by the coronavirus.
Management reports that IL occupancy, which had risen to
approximately 88%, has dropped back down to the low 70% range.
Assisted living has remained largely stable and skilled nursing has
begun to recover as the short-term rehabilitation referrals have
resumed with the opening of elective surgeries at local hospitals.
MJHS is taking COVID-19 positive patients into its skilled nursing
and has the protocols in place to handle such patients.
Capital Spending Update
MJHS completed its largest current project, a parking garage, in
FY19. Given the operating challenges, capital spending is expected
to be below depreciation over the next two to three years.
MJHS' next large capital project is expected to be the construction
of a 99-unit memory care unit. The project, called the EmpathiCare
Village, has an estimated cost of approximately $50 million and
will use the neighborhood model of care. The project will be built
on an existing parking lot, which the recently finished parking
garage replaced. MJHS expects to fundraise for a substantial
portion of the cost of the EmpathiCare Village and already has cash
and pledges of approximately $28 million, including a $15 million
naming gift. The project is expected to be funded within the OG.
The start date for the EmpathiCare Village construction is
dependent on receiving city approvals and other permits, as well as
the progress of the fundraising campaign. Fitch does not anticipate
the project starting over the next fiscal year. Fitch will
incorporate the $50 million project once more details become
available, but the rating impact will depend on the final amount of
funds that are raised in support of the project, the final project
scope and costs to MJHS, and the size of any debt issuances in
support of the project.
ESG CONSIDERATIONS
The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).
MICI CORP: Has Authority to Use Cash Collateral on Interim Basis
----------------------------------------------------------------
Judge Harlin Dewayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized MICI Corp, Inc. to use cash
collateral to pay its reasonable and necessary operating expenses
set forth in the amended budget on an interim basis.
As adequate protection for the Debtor's use of cash collateral:
(a) The cash will be used to continue the operations of the
Debtor's business, pay salaries and to maintain insurance on the
Debtor's property.
(b) The Debtor will file its monthly operating reports with
the Bankruptcy Court on a timely basis, thus providing monthly
financial statements to the Internal Revenue Service, Cadles of
Grassy Meadows II LLC and Kalamata Capital by and through the
Bankruptcy Court’s electronic noticing process;
(c) The Internal Revenue Service, Cadles of Grassy Meadows
and Kalamata Capital are each granted replacement liens and
security interests in the Debtor's cash and receipts but only to
the same extent, validity and priority that the liens and security
interests existed prior to the bankruptcy filing. The replacement
liens are subordinate to any prior existing, validly perfected and
non-avoidable lien and security interest that existed on the Filing
Date. The replacement lien will not cover causes of action governed
by Chapter 5 of the Bankruptcy Code.
About MICI Corp, Inc.
MICI Corp, Inc., is a privately held company in the nonresidential
building construction Industry.
MICI sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Case No. 20-31542) on May 29, 2020. The petition
was signed by Brad Schmidt, president. The case is assigned to
Judge Harlin Dewayne Hale. The Debtor is represented by Areya
Holder Aurzada, Esq., at HOLDER LAW. At the time of filing, the
Debtor had $1 million to $10 million in assets and $1 million to
$10 million in liabilities.
NAI ENTERTAINMENT: Moody's Confirms B3 CFR & Alters Outlook to Neg.
-------------------------------------------------------------------
Moody's Investors Service has confirmed NAI Entertainment Holdings
LLC's Corporate Family Rating at B3, the Probability of Default
Rating at B3-PD and $260.5 million outstanding senior secured term
loan rating at B3. The outlook is negative. This concludes the
review that was initiated on 24 March 2020.
Confirmations:
Issuer: NAI Entertainment Holdings LLC
Corporate Family Rating, Confirmed at B3
Probability of Default Rating, Confirmed at B3-PD
$260.5 Million ($300 Million originally) Senior Secured
Term Loan B due 2025, Confirmed at B3 (LGD3)
Outlook Actions:
Issuer: NAI Entertainment Holdings LLC
Outlook, Changed to Negative from Rating Under Review
RATINGS RATIONALE
The confirmation of the B3 CFR reflects NAIEH's diminished but
sufficient liquidity to support its operating losses during the
recent period of temporary theatre closures and Moody's expectation
that most of its 74 theatres will resume operations in mid-June to
early July. As the US, Europe and parts of Latin America have begun
to reopen their economies following signs of reduced coronavirus
(a.k.a., COVID-19) infections, NAIEH plans to gradually reopen its
theatres in those regions. NAIEH expects its theatres in Argentina
to reopen over the coming weeks, however its Brazilian operations
will take longer to open because the country is currently a
COVID-19 hotspot with the largest caseload in Latin America. The
company operates 24 theatres in Brazil under the UCI Cinemas brand
and Moody's expects these cinemas to resume operations later in Q3
2020 due to the country's sizable outbreak. The B3 rating reflects
Moody's expectation that leverage will spike temporarily in 2020 to
the 9.5x-10x area (Moody's adjusted, excluding the ViacomCBS
dividend income) or 7x-7.5x (including the dividend income) and
subsequently decline in 2021 to the 8x-8.5x range (excluding the
dividend income) or 6x-6.5x (including the dividend income) as the
virus subsides, NAIEH's theatres resume operations and EBITDA
expands with moviegoers gradually returning to the cinema for what
is expected to be a relatively strong movie slate next year.
Despite NAIEH's expected cash burn and negative free cash flow this
year arising from the temporary absence of revenue generation and
EBITDA shortfalls, Moody's expects the company will have sufficient
liquidity to meet its basic cash needs over the next 12-15 months
without the need for external financing. This is supported by cash
balances at 2 April 2020 of approximately $57 million at the
parent, NAI Amusements, Inc. ("NAI"), of which $30 million resides
at NAIEH and access to a new $125 million senior secured revolving
credit facility residing at NAI that is currently undrawn. Internal
liquidity is also supported by approximately $22 million in annual
cash dividends that NAIEH receives from its ownership of 22.6
million shares of ViacomCBS stock. Given the company's reliance on
this dividend income, especially during the suspension of its
operations, the B3 rating embeds Moody's expectation that ViacomCBS
will not reduce or eliminate the dividend over the rating horizon.
NAIEH received cash totaling approximately $13.8 million following
the settlement of interest rate and currency hedges in Q1 2020,
which helped support liquidity. Additionally, the company expects
to receive a sizable Alternative Minimum Tax (AMT) refund
associated with its 2019 tax return filing, which will further
bolster liquidity in the second half of 2020.
The ratings also consider the improvement in the underlying market
value of NAIEH's ViacomCBS shares, a portion of which are pledged
as collateral for the senior secured term loan. After reaching a
low point of roughly 0.7x the value of NAIEH's outstanding secured
debt, in recent weeks the shares have rebounded to recapture some
of their value, but not enough to restore historical over
collateralization levels. The shares are currently valued at around
1.5x the secured debt value.
The B3 CFR incorporates the economic impact from the forced closure
of NAIEH's global theatre circuit in mid-March arising from the
COVID-19 outbreak and ensuing economic recession on the company's
profitability, debt protection measures and liquidity are factored
in the B3 rating. While NAIEH plans to reopen the majority of its
theatres by July to coincide with the scheduled release of two
blockbuster films, Tenet (17 July 2020) and Mulan (24 July 2020),
Moody's believes moviegoer demand will remain challenged as some
consumers avoid public gatherings and the potential for infection
given continuing circulation of the virus in the population.
Notably, Moody's expects OTT video streaming services will reap
benefits as film studios increasingly release movies to online
platforms concurrently with their theatrical release or very soon
thereafter as entertainment shifts back home during the coronavirus
outbreak.
With the global economy in recession this year combined with the
prospect of extended business closures, layoffs and high rates of
unemployment, an erosion of consumer confidence will lead to a
reduction in discretionary consumption. Given these economic
realities, even if NAIEH's theatres reopen by July, Moody's expects
moviegoer attendance will be weak, which will also be affected by
likely reduced seating capacity and social distancing guidelines.
Further, the supply of movies has been impacted since the major
film studios have postponed numerous releases that were scheduled
to open through the end of July. As such, the expected timing for
reopening the company's theatres will negatively impact ticket
sales, especially because cinema operators generate the majority of
their annual revenue during the important May to early September
box office season.
The negative outlook reflects governance risks, specifically the
likelihood that leverage will remain elevated above 8x (Moody's
adjusted, excluding the ViacomCBS dividend income) over the next
two years as a result of the temporary closure of NAIEH's theatre
circuit, secular pressures on moviegoer attendance, increasing
competition from OTT video streaming platforms and dependence on
consumer discretionary spending, which Moody's expects will remain
depressed in 2020 due to the economic recession. The negative
outlook also considers the numerous uncertainties related to the
social considerations and economic impact from COVID-19 on the
company's cash flows, leverage and liquidity. The magnitude of the
impact will depend on the depth and duration of the pandemic, the
impact that government restrictions to curb the virus will have on
consumer behavior, the duration of lockdowns in geographies that
NAIEH operates and the timeline for fully reopening those
economies.
ESG CONSIDERATIONS
The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The movie theatre
sector has been one of the sectors most significantly affected by
the shock given its sensitivity to consumer demand and sentiment.
More specifically, the weaknesses in NAIEH's credit profile,
including its exposures to the US, Europe and Latin America have
left it vulnerable to shifts in market sentiment in these
unprecedented operating conditions and NAI remains vulnerable to
the outbreak's continuing spread. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety. The action
reflects the impact on NAIEH of the breadth and severity of the
shock, and the broad deterioration in credit quality it has
triggered.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating outlook could be revised to stable if NAIEH reopens the
majority of its theatres by July as currently planned, attendance
revives to profitable levels and the company returns to positive
free cash flow generation.
Upward ratings pressure is unlikely over the coming 12-18 months,
especially if the coronavirus outbreak restricts NAIEH's ability to
keep its theatres open or reduces the company's profitability if
overall attendance declines following the reopening of its
theatres. However, over time, an upgrade could occur if the company
experiences positive growth in box office attendance,
stable-to-improving market share, higher EBITDA, expanding margins
and enhanced liquidity, and exhibited prudent financial policies
that translate into an improved credit profile. An upgrade would
also be considered if financial leverage as measured by total debt
to EBITDA was sustained below 7.5x (Moody's adjusted, excluding the
ViacomCBS dividend income) or below 6x (including the dividend
income) and free cash flow as a percentage of total debt improved
to above 1.5% (Moody's adjusted).
The ratings could be downgraded if there was: (i) prolonged closure
of NAIEH's cinemas beyond Q3 2020 leading to a longer-than-expected
cash burn period, an exhaustion of the company's liquidity
resources and an inability to access additional sources of
liquidity to cover higher cash outlays; (ii) poor execution on
timely implementing cost reductions, as necessary; or (iii) limited
prospects for operating performance recovery in H2 2020 and 2021. A
downgrade could also be considered if: (i) the value of the pledged
ViacomCBS shares falls below 1.0x the outstanding secured debt; or
(ii) total debt to EBITDA remains above 8.5x (Moody's adjusted,
excluding the ViacomCBS dividend income) or above 7x (including the
dividend income) after 2020 or free cash flow generation turns
materially negative on a sustained basis.
Headquartered in Norwood, Massachusetts, NAI Entertainment Holdings
LLC is a wholly-owned subsidiary of National Amusements, Inc., a
private media holding company 100% owned and controlled by the
Redstone family, and operates a significant proportion of NAI's
cinema assets through its 22 theatres operating in the US and 52
theatres operating internationally (21 in the UK and 31 in Latin
America). NAIEH also holds approximately 22.6 million of ViacomCBS
shares (15.4 million pledged and 7.2 million unpledged). Revenue
totaled approximately $403.5 million for the twelve months ended 2
April 2020.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
NANOMECH INC: Court Grants Case Dismissal
-----------------------------------------
John Magsam, writing for Arkansas Online, reports that NanoMech won
approval of its request to dismiss its bankruptcy case.
Judge John Dorsey in the U.S. Bankruptcy Court for the District of
Delaware granted the dismissal, noting it was in the best interest
of the debtor, the estate and those involved. The order also
dismisses all adversary cases related to the bankruptcy.
The bankruptcy began a little over a year ago when chief executive
Jim Phillips retired weeks before NanoMech filed for Chapter 11
bankruptcy protection on April 15, 2019.
In mid-April 2020, NanoMech asked the court for the dismissal,
noting in court filings that its business no longer exists after a
court approved sale and that there are minimal assets to distribute
to remaining creditors or to pay in ongoing court fees.
In court documents, NanoMech said that it had neither the ability
to maintain the Chapter 11 case nor confirm a debt reorganization
plan. It said continuing with the case will result in NanoMech
simply stacking up additional administrative expenses that it
wouldn't be able to pay.
Judge Dorsey earlier approved NanoMech's request to abandon its
former corporate offices and manufacturing facility in Springdale.
NanoMech asked the court for permission to abandon the property at
2447 Technology Way in Springdale. According to court documents,
the property has two mortgages, one held by Arvest Bank for $1.5
million and a second held by Arkansas Economic Development Corp.
for $500,000. NanoMech argued that it was in the best interest of
the estate to abandon the property, since it was unlikely a sale
would bring in enough to cover the mortgages.
In April 2019, Judge Dorsey approved a settlement between
NanoMech's officers and directors and its primary secured creditor,
Michaelson Capital of New York. The deal provides a general release
to NanoMech's directors and officers. In consideration, the
directors and officers' insurer will pay NanoMech $1.7 million, of
which about $1.68 million will go to Michaelson and $20,000 to the
NanoMech estate. The agreement also includes money allocated to pay
any outstanding quarterly fees in the case.
After receiving the payment, Michaelson agreed to release NanoMech
of all claims and the company's directors and officers will release
Michaelson and others of all claims. The settlement resolves and
eliminates disputes between the parties concerning the cause of the
company's bankruptcy.
In late July 2019, the court approved the sale of most of
NanoMech's assets free of liens and other legal encumbrances to P&S
Holdings for $8 million. The sale closed in early August. P&S is a
subsidiary of Houston's Vinmar International Ltd., a global
marketing, distribution and project-development company serving the
petrochemical industry.
About NanoMech
NanoMech, Inc. is a privately held company focused on patented
platform nanomanufacturing technologies. It was formed in 2002.
NanoMech filed a voluntary Chapter 11 petition (Bankr. D. Del. Case
No. 19-10851) on April 15, 2019. In the petition signed by Benjamin
Waisbren, chief restructuring officer, the Debtor estimated $10
million to $50 million in both assets and liabilities. Judge
Christopher S. Sontchi oversees the case.
The Debtor tapped Winston & Strawn LLP as general bankruptcy
counsel; Gellert Scali Busenkell & Brown, LLC as
bankruptcyco-counsel; and Virtually There LLC as restructuring
advisor.
NATIONAL MEDICAL: Case Summary & 5 Unsecured Creditors
------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
National Medical Imaging Holding Company, LLC 20-12619
1425 Brickell Avenue, Apt. 57E
Miami, FL 33131
National Medical Imaging, LLC 20-12618
1425 Brickell Avenue, Apt 57E
Miami, FL 33131
Business Description: The Debtors offer medical and diagnostic
laboratory services.
Chapter 11 Petition Date: June 12, 2020
Court: United States Bankruptcy Court
Eastern District of Pennsylvania
Debtors' Counsel: Jennifer L. Maleski, Esq.
DILWORTH PAXSON LLP
1500 Market Street, Suite 3500E
Philadelphia, PA 19102
Tel: 215-575-7000
E-mail: jmaleski@dilworthlaw.com
Debtors'
Special
Counsel: KAUFMAN, COREN & RESS, P.C.
National Medical Imaging Holding's
Estimated Assets: $10 million to $50 million
National Medical Imaging Holding's
Estimated Liabilities: $10 million to $50 million
National Medical Imaging's
Estimated Assets: $10 million to $50 million
National Medical Imaging's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Maury Rosenberg, sole member of Board
of Managers of National Medical Imaging, LLC, the sole member and
manager of National Medical Imaging Holding and sole member of
Board of Managers of National Medical Imaging.
Copies of the petitions are available for free at PacerMonitor.com
at:
https://is.gd/y0Pnje
https://is.gd/qJ8LeL
List of Debtors' Five Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Douglas Rosenberg Advances; In excess of
2004 Trust Guarantor $16 million
c/o Sara Rosenberg Obligations
1425 Brickel Ave
Unit 57E
Miami, FL 33131
2. Karalis P.C. Legal Fees $832,431
asassignee of
Maschmeyer Karalis P.C.
1900 Spruce Street
Philadelphia, PA 19103
Aris Karalis, Esq.
3. Karalis P.C. Legal Fees Approximately
1900 Spruce Street $72,000
Philadelphia, PA 19103
Aris Karalis, Esq.
4. Kaufman Coren & Ress, P.C. Legal Fees Unknown
Two Commerce Square,
Suite 3900
2001 Market Street
Philadelphia, PA 19103
Steve Coren, Esq.
5. US Bank, N.A. Judgment In excess
of
80 S. 8th Street, $15
million
Suite 224
Minneapolis, MN 55402
NEP/NCP HOLDCO: Moody's Gives Caa2 Rating on $100MM First Lien Loan
-------------------------------------------------------------------
Moody's Investors Service assigned Caa2 rating to $100 million
committed and funded incremental first lien senior secured term
loan issued by NEP/NCP Holdco, Inc. Moody's also assigned Caa2
rating to $25 million in committed delayed draw first lien senior
secured term loan issued by NEP/NCP Holdco, Inc. Ratings on
existing first lien credit facilities issued by NEP/NCP Holdco,
Inc. and NEP Europe Finco B.V. were downgraded to Caa2 from Caa1.
The ratings downgrade on the first lien credit facilities reflects
the increase in and total relative size and senior position ahead
of the second lien term loan.
Moody's affirmed NEP's Corporate Family Rating (CFR) at Caa2, the
Probability of Default Rating (PDR) at Caa2-PD and senior secured
2nd lien term loan rating at Ca. The outlook for NEP/NCP Holdco,
Inc and NEP Europe Finco B.V. was revised to Stable from Negative.
Moody's rating reflects very high leverage, anticipated negative
free cash flow and uncertainty regarding the pace of recovery in
live sporting and performance events during the remainder of 2020
and into 2021 as coronavirus outbreak moderates. The stable outlook
reflects improved liquidity for the company due to the incremental
term loan funding and the easing of social distancing measures
which support its view that operating performance in its outsourced
broadcasting and live events business segments will begin to
improve in 2H2020.
Assignments:
Issuer: NEP/NCP Holdco, Inc
US$100M Gtd Senior Secured 1st Lien Term Loan, Assigned Caa2
(LGD3)
US$25M Gtd Senior Secured 1st Lien Term Loan, Assigned Caa2 (LGD3)
Affirmations:
Issuer: NEP/NCP Holdco, Inc
LT Corporate Family Rating, Affirmed Caa2
Probability of Default Rating, Affirmed Caa2-PD
Gtd Senior Secured 2nd lien Term Loan, Affirmed Ca (LGD6)
Downgrades:
Issuer: NEP/NCP Holdco, Inc
Gtd Senior Secured 1st lien Multi Currency Revolving Credit
Facility, Downgraded to Caa2 (LGD3) from Caa1 (LGD3)
Gtd Senior Secured 1st lien Term Loan, Downgraded to Caa2 (LGD3)
from Caa1 (LGD3)
Issuer: NEP Europe Finco B.V.
Gtd Senior Secured 1st lien Term Loan, Downgraded to Caa2 (LGD3)
from Caa1 (LGD3)
Outlook Actions:
Issuer: NEP/NCP Holdco, Inc
Outlook, Changed to Stable from Negative
Issuer: NEP Europe Finco B.V.
Outlook, Changed to Stable from Negative
RATINGS RATIONALE
NEP's Caa2 rating reflects meaningful uncertainty regarding the
company's earnings over the course of 2020 and 2021, as various
sporting competitions and live event productions are considering
reopening as social distancing requirements and the spread of
coronavirus outbreak moderates. Fitch anticipates that to the
extent that sports and live events restart, NEP will be able to
deliver its outsourced broadcasting services as contemplated under
its contracts. However, Fitch also expects that sporting and live
events restart may be gradual and measured, with many events
returning in modified format. In addition, the potential for
recurrence of an outbreak may limit how quickly traditional live
events restart and may also lead to some pauses in the competitive
sports following a period of reopening.
Though incremental committed first lien term loans provide for
improved immediate liquidity for NEP, they also increase its
leverage and interest expense during a period of unprecedented work
reduction and reduce potential recovery to first lien lenders in
the event of default. Fitch anticipates liquidity will remain
constrained until a sustained and meaningful reduction in provided
services resumes. The company has taken steps to reduce its
operating expenses and eliminated its capital expenditures during
this period of reduced activity. NEP has also fully drawn down its
revolving credit facility as a macro-environment cautionary
measure, with cash held on the balance sheet to fund liquidity. To
the extent that coronavirus outbreak and social distancing
requirements continue, the risk of a potential covenant breach is
high absent a waiver. The company's credit agreement provides for
cure rights of the leverage based financial covenant.
NEP's exposure to live events outsourced services have left it
vulnerable social distancing measures enacted to mitigated
coronavirus outbreak. Fitch regards the coronavirus outbreak as a
social risk under its ESG framework, given the substantial
implications for public health and safety.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if the coronavirus outbreak persists,
social distancing measures are reinstated, or the company is unable
to deliver on its contracts. Additional deterioration in liquidity,
an uncured covenant breach or Moody's expectation of increased risk
of default could also result in a downgrade.
Ratings upgrades are unlikely over the near-term and would require
adequate liquidity and an expectation for improved and sustained
operating performance.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
NEP/NCP Holdco, Inc, based in Pittsburgh, PA and owned primarily by
affiliates of the Carlyle Group, provides outsourced media services
necessary for the delivery of live broadcast of sports and
entertainment events to television and cable networks, television
content providers, and sports and entertainment producers. Its
major customers include television networks such as ESPN, and key
events it supports include the Super Bowl, the Olympics and
sporting events such as Major League Baseball and Sky and Scottish
Premier League football, as well as entertainment shows such as
American Idol and The Voice.
NEW BRAUNFELS: Seeks to Hire Nelson M. Jones III as Counsel
-----------------------------------------------------------
New Braunfels ER LLC seeks authority from the United States
Bankruptcy Court for the Southern District of Texas to hire the Law
Office of Nelson M. Jones III, as counsel to the Debtor.
New Braunfel requires Nelson M. Jones III to:
a. assist the Debtor with the resolution of all contested
claims;
b. assist the Debtor with the proposing, prosecuting and
consummating the plan of reorganization;
c. advise the Debtor with regard to any litigation matters
that exist or might arise prior to confirmation of the plan of
reorganization;
d. prepare all appropriate pleadings to be filed in the
bankruptcy case; and
e. perform any other legal services that may be appropriate in
connection with the reorganization case.
The firm's hourly fees are:
Nelson Jones III, Esq. $400
Mona James, Esq. $300
Paralegal $125 - $150
Nelson M. Jones III will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Nelson M. Jones III, a partner of the Law Office of Nelson M. Jones
III, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor and its
estates.
Nelson M. Jones III can be reached at:
Nelson M. Jones III, Esq.
LAW OFFICE OF NELSON M. JONES III
440 Louisiana, Suite 1575
Houston, TX 77002
Tel: (713) 236-8736
E-mail: Njoneslawfirm@aol.com
About New Braunfels ER LLC
New Braunfels ER LLC owns a real property in New Braunfels, Texas,
having a current value of $3,587,000.
New Braunfels ER LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-32553) on May 8,
2020. In the petition signed by Tom Vo, managing member, the Debtor
estimated $1 million to $10 million in assets and $100,000 to
$500,000 in liabilities. Nelson M. Jones III, Esq. at the LAW
OFFICE OF NELSON M. JONES III represents the Debtor as counsel.
NFINITY GROUP: Taps Phoenix Valuations as Appraiser
---------------------------------------------------
Nfinity Group, LLC received approval from the U.S. Bankruptcy Court
for the District of Arizona to employ Phoenix Valuations, LLC to
conduct an appraisal of its real property located at 5335 N. 34th
St., Phoenix, Ariz.
Phoenix Valuations will be paid on a flat fee basis upon completion
of the appraisal. The appraisal fee will be paid by Ante Pavelic
directly.
The firm do not represent any interest adverse to Debtor and its
bankruptcy estate, according to court filings.
The firm can be reached through:
Andrew Turley
Phoenix Valuations, LLC
3314 North 68th St #225
Scottsdale, AZ 85251
Telephone: (480) 634-5980
Facsimile: (480) 634-6954
Email: andrew@phoenixvaluations.com
About Nfinity Group
Nfinity Group, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 20-00376) on Jan. 12,
2020. At the time of the filing, Debtor was estimated to have
assets of less than $50,000 and liabilities of less than $50,000.
Judge Brenda K. Martin oversees the case. Debtor tapped Greeves &
Roethler, PLC, as its legal counsel.
NN INC: Moody's Lowers CFR to Caa2, Outlook Negative
----------------------------------------------------
Moody's Investors Service downgraded the ratings of NN, Inc.,
including Corporate Family Rating (CFR) and Probability of Default
Ratings to Caa2 and Caa3-PD, from Caa1 and Caa2-PD, respectively;
and downgraded the senior secured credit facilities to Caa2 from
Caa1. The Speculative Grade Liquidity Rating remains SGL-4. The
outlook is negative. This action concludes the review for downgrade
initiated on March 25, 2020.
The following rating actions were taken:
Downgrades:
Issuer: NN, Inc.
Corporate Family Rating, Downgraded to Caa2 from Caa1
Probability of Default Rating, Downgraded to Caa3-PD from Caa2-PD
Senior Secured Bank Credit Facility, Downgraded to Caa2 (LGD3) from
Caa1 (LGD3)
Outlook Actions:
Issuer: NN, Inc.
Outlook, Changed to Negative from Rating Under Review
RATINGS RATIONALE
The downgrade of NN's senior secured and CFR to Caa2 reflects the
expected pressure on the company's credit metrics due to the
recession and limited prospects for restoring the credit profile to
pre-recession levels for some time. NN's Debt/EBITDA as of March
31, 2020 was at 7.3x and is likely to deteriorate over the coming
quarters driven by the coronavirus pandemic's negative impact on
volumes in the company's end-markets.
Approximately 28% of the company's revenues are to the automotive
original equipment market. Automotive manufacturers have reopened
plant operations, yet the pace of increasing output is expected to
gradual, and risk remains of operating interruptions. While NN's
life sciences segment, about 40% of revenues, is expected remain a
positive competitive consideration, the coronavirus pandemic has
limited the availability of hospital beds that use a portion of
NN's health care products.
Management remains focus on executing cost savings actions to help
mitigate lower volumes in its end markets. These actions include
variable labor and salary reductions, deferrals of merit pay, and
reductions in employee benefits. Given the risks of a prolong
market down turn, Moody's believes management will continue with
additional expense and capital expenditure actions to support the
previously announced full strategic review of its businesses aiming
for increased value to shareholders. However, the company must
continue to manage a number of fronts including managing employee
safety, additional cost savings actions, potential covenant relief
under the bank credit facilities, and continuing to assess
strategic alternatives.
The negative outlook reflects the expectations that NN's credit
metrics will deteriorate over the coming quarters driving negative
free cash flow and decreasing covenant cushions, weakening the
company's operating flexibility. With the strong support NN
received in late 2019 through a $100 million of preferred equity
injection, the negative outlook also reflects the increasing risk
that the terms of the bank credit agreement may be compromised.
Yet, Moody's believes the potential value of NN's life sciences
segment and the ongoing strategic review of asset sales which could
positively impact debt leverage for the remaining business.
The SGL-4 Speculative Grade Liquidity Rating reflects the
expectation of a weak liquidity profile through 2020. As of March
31, 2020, cash on hand was $79.2 million. Availability under the
$75 million revolving credit facility, which matures in July 2022,
was approximately $3.4 million after $60 million of borrowings and
$11.6 million of outstanding letters of credit. The gradual ramp up
of automotive manufacturing plants along with the impact of social
distancing policies around the world will pressure automotive
production levels over the coming quarters. In addition, the
coronavirus pandemic is expected to continue to limited the
availability of hospital beds that require a portion of NN's health
care products. Moody's now anticipates negative free cash flow in
2020 to be modestly worse than its previous $10 million
expectation, before the benefit of additional cost saving actions.
As such the maximum net leverage ratio financial maintenance
covenant cushion under the revolving credit facility will weaken
over the coming quarters. The term loan facilities do not have
financial maintenance covenants.
The Probability of Default Rating of Caa3-PD, is one notch below
the CFR. This rating reflects both the single class of debt and the
control the lender group has in calling a default because of the
effective covenants, a leverage measure in particular. The Caa2
rating of the senior secured debt, equal to the CFR, reflects
lowered recovery rate expectations given current industry
conditions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded after achieving debt/EBITDA below
6.0x and EBITA/interest expense, inclusive of restructuring
charges, above 2x supported by positive industry growth trends and
positive free cash flow generation. Other considerations include
balanced shareholder return policies along with a more moderate
pace of acquisition growth.
The ratings could be downgraded with the expectation that weakening
industry conditions or the lack of progress with company's
strategic review will increase the likelihood of a destressed
exchange or a default under the bank credit agreement. The rating
could also be downgraded with the expectation of greater negative
free cash flow generation or the expectation of debt/EBITDA will
not return to levels below 7x by the second half of 2020.
On improving governance, as part of management efforts to support
operations, NN bolstered its board of directors with members
experienced in advising and valuing strategic alternatives.
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
NN, headquartered in Charlotte, NC, is a diversified industrial
company that combines advanced engineering and production
capabilities with in-depth materials science expertise to design
and manufacture high-precision components and assemblies for a
variety of markets on a global basis. Revenues for the LTM period
ending March 31, 2020 were $834 million.
NORTHWEST COMPANY: Committee Hires Lowenstein Sandler as Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of The Northwest
Company, LLC and its debtor affiliates seeks approval
from the U.S. Bankruptcy Court for the Southern District of New
York to retain Lowenstein Sandler LLP as its counsel.
The professional services that Lowenstein Sandler will provide to
the Committee are:
(a) advise the Committee with respect to its rights, duties,
and powers in these Chapter 11 Cases;
(b) assist and advise the Committee in its consultations with
the Debtors relative to the administration of these Chapter 11
Cases;
(c) assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and in
negotiating with holders of claims and equity interests and any
financing the Debtors may propose;
(d) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors and of the operation of the Debtors' business;
(e) assist the Committee in its investigation of the liens
and claims of the holders of the Debtors' pre-petition debt and the
prosecution of any claims or causes of action revealed by such
investigation;
(f) assist the Committee in its analysis of, and negotiations
with, the Debtors or any third party concerning matters related to,
among other things, the assumption or rejection of certain leases
of nonresidential real property and executory contracts, asset
dispositions, sale of assets, financing of other transactions and
the terms of one or more plans of reorganization for the Debtors
and accompanying disclosure statements and related plan
documents;
(g) assist and advise the Committee as to its communications
to unsecured creditors regarding significant matters in these
Chapter 11 Cases;
(h) represent the Committee at hearings and other
proceedings;
(i) review and analyze applications, orders, statements of
operations, and schedules filed with the Court and advise the
Committee as to their propriety;
(j) assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the Committee's
interests and objectives in these Chapter 11 Cases, including
without limitation, the preparation of retention papers and fee
applications for the Committee's professionals, including
Lowenstein Sandler;
(k) prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda, complaints,
adversary complaints, objections, or comments in connection with
any of the foregoing; and
(l) perform such other legal services as may be required or
are otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules, or other applicable law.
Lowenstein Sandler's hourly rates are:
Partners of the Firm $630 - $1,450
Senior Counsel and Counsel $495 - $870
Associates $395 - $675
Paralegals, Practice Support
and Assistants $210 - $370
Jeffrey L. Cohen, Esq., partner at Lowenstein Sandler, attests that
the firm is a “"disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code, and does not represent or
hold any interest adverse to the interests of the Debtors' estates
with respect to the matters for which it is to be employed.
In accordance with the U.S. Trustee Guildlines, Lowenstein Sandler
shall apply for compensation for professional services rendered and
reimbursement of expenses incurred in connection with the Debtors'
Chapter 11 Cases in compliance with section 330 and 331 of the
Bnakruptcy Code and applicable provisions of the Bankrutpcy Rules,
Local Rules, and any other applicable procedures and orders of the
Court.
The counsel can be reached through:
Jeffrey L. Cohen, Esq
Lowenstein Sandler LLP
One Lowenstein Drive
Roseland, NJ 07068
Tel: 973-597-2500
About Northwest Company and Northwest.com
The Northwest Company LLC and The Northwest.com LLC are
manufacturers and sellers of branded home textiles, throws and
blankets. Their products are sold through major national retailers
and on-line channels. They operate from their showroom in midtown
Manhattan as well as corporate offices in Roslyn, N.Y. and
Bentonville, Ark. The Debtors also maintain a sourcing office in
Shanghai, China and operate a weaving facility in Ronda, N.C. For
more information, visit www.thenorthwest.com.
Northwest Company and Northwest.com sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-10990)
on April 18, 2020.
At the time of the filing, Northwest Company had estimated assets
of between $10 million and $50 million and liabilities of between
$50 million and $100 million.
Judge Michael E. Wiles oversees the cases.
Debtors tapped Sills Cummis & Gross, P.C. as bankruptcy counsel;
Clear Thinking Group, LLC as financial advisor; and Omni Agent
Solutions as claims, noticing and balloting agent.
NORTHWEST COMPANY: Committee Taps Emerald Capital as Advisor
------------------------------------------------------------
The official committee of unsecured creditors of The Northwest
Company, LLC and its debtor affiliates seeks approval
from the U.S. Bankruptcy Court for the Southern District of New
York to retain Emerald Capital Advisors as its financial advisors.
The Committee requires Emerald Capital to:
a) review and analyze the Debtor's operations, financial
condition, business plan, strategy, and operating forecasts;
b) assist the Committee in evaluating the proposed
debtor-in-possession financing;
c) assist in the determination of an appropriate capital
structure for the Debtor;
d) advise the Committee as it assesses the Debtors' executory
contracts including assume versus reject considerations;
e) assist the Committee in evaluating indications of interest
and proposals regarding any Transaction(s) from current and/ or
potential acquirors;
f) assist the Committee with the negotiation of the sale,
including participating in negotiations with creditors and other
parties involved in the sale;
g) review and supplement where applicable the Debtor's
advisors in any M&A efforts;
h) assist and advise the Committee in connection with its
identification, development, and implementation of strategies
related to the potential recoveries for the unsecured creditors as
it relates to the Debtors' Chapter 11 objectives;
i) assist the Committee in understanding the business and
financial impact of various restructuring alternatives of the
Debtors;
j) assist the Committee in its analysis of any financial
restructuring process, including its review of the Debtors'
development of plans of reorganization and related disclosure
statements;
k) assist the Committee in evaluating, structuring and
negotiating the terms and conditions of any proposed transaction,
including the value of the securities, if any, that may be issued
to thereunder;
l) assist in the evaluation of any asset sale process,
including the identification of potential buyers;
m) assist the Committee in evaluating any proposed merger,
divestiture, joint venture, or investment transaction;
n) provide testimony, as necessary, in any proceeding before
the Bankruptcy Court; and
o) provide the Committee with other appropriate general
restructuring advice.
Emerald's hourly billing rates are:
Managing Partners $700 - $750
Managing Directors $600 - $650
Vice Presidents $500 - $550
Associates $400 - $450
Analysts $300 - $350
Emerald Capital is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
John P. Madden
Emerald Capital Advisors
70 East 55th Street, 17th Floor
New York, NY 10022
Tel: 212.201.1904
Email: info@emeraldcapitaladvisors.com
About Northwest Company and Northwest.com
The Northwest Company LLC and The Northwest.com LLC are
manufacturers and sellers of branded home textiles, throws and
blankets. Their products are sold through major national retailers
and on-line channels. They operate from their showroom in midtown
Manhattan as well as corporate offices in Roslyn, N.Y. and
Bentonville, Ark. The Debtors also maintain a sourcing office in
Shanghai, China and operate a weaving facility in Ronda, N.C. For
more information, visit www.thenorthwest.com.
Northwest Company and Northwest.com sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-10990)
on April 18, 2020.
At the time of the filing, Northwest Company had estimated assets
of between $10 million and $50 million and liabilities of between
$50 million and $100 million.
Judge Michael E. Wiles oversees the cases.
Debtors tapped Sills Cummis & Gross, P.C. as bankruptcy counsel;
Clear Thinking Group, LLC as financial advisor; and Omni Agent
Solutions as claims, noticing and balloting agent.
NORTHWOODS CONSTRUCTION: June 25 Hearing on Disclosure Statement
----------------------------------------------------------------
Judge Harry C. Dees, Jr. has ordered that a hearing on the
Disclosure Statement filed by Northwoods Construction, LLC, will be
on on June 25, 2020, at 1:30 p.m. in Room 201, Robert K. Rodibaugh
United States Bankruptcy Courthouse, 401 South Michigan Street,
South Bend, Indiana to consider the approval of the Disclosure
Statement.
Any objection to the Disclosure Statement will be filed with the
Clerk of the Bankruptcy Court no later than seven days prior to the
hearing.
About Northwoods Construction
Northwoods Construction LLC is into construction, snowplowing and
landscaping business.
Northwoods Construction sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ind. Case No. 19-30033) on Jan. 10,
2019. The case is assigned to Judge Harry C. Dees Jr. Jay Lauer,
Esq., in South Bend, Indiana, is the Debtor's counsel.
NORTHWOODS CONSTRUCTION: Unsec. Creditors to Get 50% Over 5 Years
-----------------------------------------------------------------
Northwoods.Construction, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of Indiana filed a Chapter 11 Plan of
Reorganization and a Disclosure Statement on May 15, 2020.
General unsecured creditors are classified in Class 3 and will
receive a distribution of 50% of their allowed claims to be
distributed as follows: annual payments over a five-year period
with no interest until 50% is paid.
Mark Bush is the sole owner and operator of Northwoods.Construction
LLC.
The Debtor estimates that up to $73,000 may be realized from the
recovery of fraudulent, preferential or other avoidable transfers.
Walmart has escrowed $73,000 owed to Northwoods pursuant to a New
York State court order from a judgment creditor.
Payments and distributions under the Plan will be funded by the
following: The Debtor's continued operations and revenues from
Northwest Construction LLC from its various operations together
with $73,000 being held by Walmart on behalf of a Judgment
Creditor, which monies are owed to the Debtor for past services
rendered to Walmart.
A full-text copy of the Disclosure Statement dated May 15, 2020, is
available at https://tinyurl.com/yd8gw5xm from PacerMonitor at no
charge.
Attorney for the Debtor:
Jay Lauer
105 E. Jefferson Blvd., Suite 220
South Bend, IN 46601
Tel: (574) 288-5562
Fax: (574) 232-1901
E-mail:jay@jaylauerlaw.com
About Northwoods.Construction
Northwoods.Construction, LLC, is in the business of snow plowing,
construction and landscaping. Northwoods.Construction filed a
Chapter 11 petition (Bankr. N.D. Ind. Case No. 19-30586) on April
8, 2019, estimating less than $1 million in assets and liabilities.
O'LINN SECURITY: Seeks Continued Access to Cash Until End of 2020
-----------------------------------------------------------------
O'Linn Security Incorporated seeks approval from the U.S.
Bankruptcy Court for the Central District of California for
continued use of cash collateral from June 30 through December 31,
2020, pursuant to the terms contained in its stipulation with
Pacific Premier Bank.
The Stipulation provides that:
(a) Pacific Premier Bank made a Quickscore Loan in the
original principal sum of $50,000 to Debtor, secured by certain
personal property collateral of Debtor. Currently, the monthly
payment under the Loan Documents is in the amount of $1,626.96. As
of the petition date, the Loan was current and there were no
prepetition defaults.
(b) During the cash collateral period, the Debtor will timely
pay all Loan payments due to Pacific Premier Bank.
(c) The Debtor confirms that Pacific Premier Bank will be
granted a continuing lien on Debtor's accounts receivable, the
payments received thereon, and all other personal property owned by
Debtor, as set forth in the Loan Agreement and granted a
replacement lien in all pre-petition and post-petition assets in
which and to the extent Debtor holds an interest, whether tangible
or intangible, whether by contract or operation of law, and
including all profits and proceeds thereof.
(d) The Post-Petition Lien in favor of Pacific Premier Bank
will be senior in priority to any and all pre-petition and
post-petition claims, rights, liens and interests in and to the
Pre-Petition Collateral and the Post-Petition Collateral.
(e) The Debtor will timely provide Pacific Premier Bank with
all documents and information submitted by the Debtor to the U.S.
Trustee, and upon the reasonable request of Pacific Premier Bank,
such other information pertaining to the collateral.
(f) Upon the request of Pacific Premier Bank, the Debtor will
permit Pacific Premier Bank reasonable access to any premises
occupied by Debtor during regular business hours where any of the
collateral is stored for the purpose of enabling Pacific Premier
Bank to inspect and audit the collateral and Debtor's books and
records.
(g) The Debtor will maintain at all times casualty and loss
insurance coverage of the collateral in compliance with the U.S.
Trustee Guidelines and the Loan Documents.
About O'Linn Security
O'Linn Security Incorporated sought Chapter 11 protection (Bankr.
C.D. Cal. Case No. 19-17085) on Aug. 13, 2019, estimating both
assets and liabilities of less than $1 million. The case is
assigned to Judge Scott C. Clarkson. Steven R. Fox, Esq., and W.
Sloan Youkstetter, Esq., at The Fox Law Corporation, Inc., serve as
the Debtor's counsel.
OCCIDENTAL PETROLEUM: Sued by Shareholders Over Anadarko Losses
---------------------------------------------------------------
Reuters reports that investors of Occidental Petroleum Corp. sued
the company for the billions of dollars worth of losses they
suffered for acquiring Anadarko Petroleum Corp.
They claimed that they suffered losses because the heavily indebted
company concealed its inability to weather plunging oil prices,
after paying US$35.7 billion to acquire Anadarko Petroleum Corp.
The proposed securities class action was filed in a New York state
court in Manhattan on behalf of former Anadarko shareholders who
swapped their stock for Occidental shares, and investors who
acquired US$24.5 billion of Occidental bonds that helped fund the
August 2019 merger.
According to investors, Occidental should have disclosed in its
stock and bond registration statements how quadrupling its debt
load to US$40 billion would leave it "precariously exposed" to
falling oil prices, and undermine its ability to boost shale oil
production and its common stock dividend. Its issuance of US$10
billion of preferred stock to Warren Buffett's Berkshire Hathaway
Inc compounded the overleveraging.
As of May 26, 2020, Occidental's market value had dropped to US$13
billion from about US$44 billion when the merger closed. Some of
Occidental's new bonds traded at between 60 and 90.5 cents on the
dollar.
"Investors have suffered severe losses," the complaint said.
Other defendants include Chief Executive Vicki Hollub, former Chief
Financial Officer Cedric Burgher and several Occidental directors.
Bank of America, Citigroup, JPMorgan and Wells Fargo, which helped
underwrite Occidental's bonds, were also sued for alleged
inadequate due diligence.
Occidental has since early March 2020 slashed capital spending and
salaries and lowered its dividend 86%, as reduced travel stemming
from the coronavirus pandemic as well as a price war caused oil
prices to tumble.
The company lost US$2.23 billion in the first quarter, and Hollub
said Occidental may sell assets to raise money. She recently
survived a proxy battle with activist investor Carl Icahn.
The case is City of Sterling Heights General Employees' Retirement
System et al v Occidental Petroleum Corp et al, New York State
Supreme Court, New York County.
About Occidental Petroleum
Occidental Petroleum Corporation is a large, publicly traded
independent exploration and production (E&P) with operations
focused in the Permian Basin, Colorado's DJ Basin, the Middle East
in Oman, Qatar and the UAE, Algeria and Ghana, and Colombia. It
also has significant Midstream and Chemicals businesses. The
company is headquartered in Houston, Texas.
In May 2020, Fitch Ratings downgraded the Long-Term Issuer Default
Rating of Occidental Petroleum Corp. to 'BB-' from 'BB+',
downgraded its senior unsecured notes and revolver to 'BB-'/RR4
from 'BB+'/RR4, and maintained its Short-Term IDR and commercial
paper ratings at 'B'. The ratings remain on Rating Watch Negative.
The downgrade comes in the context of protracted low oil prices and
little progress in asset sales needed to tackle the sizable
maturity wall put in place to fund the Anadarko acquisition. With
oil prices stuck below $30 WTI and the forward strip indicating a
lower-for-longer recovery may be in place for some time, the
prospects for incremental asset sales remain slow, even as
near-term maturities loom ($7.4 billion due in 2021 including the
2036 zero coupons, $4.6 billion in 2022, and $1.2 billion in 2023).
A significant portion of the 2021 maturities are due within one
year or less.
OCEAN SUPPLY: Ordered to File Plan and Disclosures by July 25
-------------------------------------------------------------
Judge Kathryn C. Ferguson has ordered Ocean Supply, LLC, to file a
Plan and Disclosure Statement by July 25, 2020.
If the Plan and Disclosure Statement are not filed by July 25, 2020
the case will automatically be converted without further notice.
The Debtor is ordered to comply with the operating guidelines for
Chapter 11 Debtors issued by the Office of the United States
Trustee particularly as they apply to the filing of the operating
reports and payment of the required quarterly fees to the United
States Trustee pursuant to 28 U.S.C. Sec. 193.
Ocean Supply, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case
No. 20-12721) on Feb. 18, 2020, estimating less than $1 million in
assets and liabilities. Allen I. Gorski, Esq., GORSKI & KNOWLTON
PC, is the Debtor's counsel.
OCEANEERING INT'L: Egan-Jones Cuts Senior Unsecured Ratings to B-
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 2, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Oceaneering International Inc. to B- from B+. EJR also
downgraded the rating on commercial paper issued by the Company to
B from A3.
Headquartered in Houston, Texas, Oceaneering International, Inc. is
a global provider of engineered services and products to the
offshore oil and gas industry.
OGE ENERGY: Egan-Jones Lowers Senior Unsecured Debt Ratings to BB
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 1, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by OGE Energy Corporation to BB from BBB-.
Headquartered in Oklahoma City, Oklahoma, OGE Energy Corporation,
through its principal subsidiary Oklahoma Gas and Electric Company,
generates, transmits, and distributes electricity to wholesale and
retail customers in communities in Oklahoma and western Arkansas.
OMNIQ CORP: Gets Order for New PERCS System from Kansas University
------------------------------------------------------------------
OMNIQ, Inc. has received an order to for its new PERCS cloud-based
permitting, citation, access control and parking collection system
from the University of Kansas Medical Center.
Based on OMNIQ's AI-Machine Vision technology for License Plate and
Vehicle Recognition, PERCS improves safety, increases revenue,
improves parking operations and provides a wide range of benefits,
including: seamless account management for users and
administrators, increased efficiency and time management for
operators and enforcement officers, as well as enhanced revenue
generation and elevated customer satisfaction levels. The system
incorporates parking access and revenue enforcement capabilities
within a single cloud-based platform, using Machine Vision Vehicle
Recognition technology, so that the administrator can manage access
control parking and track revenue from one web portal, using a
dashboard for the monitoring of all activity and transactions for
visitors and transient parkers. PERCS enables the virtual
management of permitting, citations, occupancy and access control,
enhancing efficiencies and safety for customers including
municipalities, universities, medical centers and public parking
operations across the U.S.
Shai Lustgarten, CEO of OMNIQ commented: "We're pleased that KUMC
has selected our PERCSTM platform to improve the efficiencies and
safety of its facility access and parking operations. Our Machine
Vision technology enables the virtual management of permitting and
enforcement, access control and automated parking, which allows
operators to actively monitor and collect revenue from their
parking structures while reducing overhead expenses. Likewise, the
adoption of our state-of-the-art technology allows security
officers to more effectively enforce access control, check permits,
and issue citations. Our Machine Vision technology has been
implemented for public safety on school campuses, parking
management and control as well as in sensitive areas for homeland
security purposes."
Mr. Lustgarten concluded, "It is always gratifying to win a new
customer and we are especially pleased to continue the momentum
we've been experiencing, as evidenced by our recently announced
contract for PERCSTM deployment with the city of San Mateo,
California and the selection of our Quest Shield solution by the
Talmudic Academy in Baltimore. There is growing recognition in the
public safety/smart city and automated parking verticals around the
value of AI-Machine Vision based technology, and we believe we are
well positioned to capitalize on the interest and opportunities
we're seeing for our technology and solutions."
About OMNIQ Corp.
Headquartered in Salt Lake City, Utah, OMNIQ Corp. (OTCQB: OMQS) --
http://www.omniq.com/-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic & parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq reported a net loss attributable to common stockholders of
$5.31 million for the year ended Dec. 31, 2019, compared to a net
loss attributable to common stockholders of $5.41 million for the
year ended Dec. 31, 2018. As of March 31, 2020, the Company had
$42.60 million in total assets, $42.76 million in total
liabilities, and a total stockholders' deficit of $156,000.
Haynie & Company, in Salt Lake City, Utah, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2020, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
OMNIQ CORP: Posts $2.94 Million Net Loss in First Quarter
---------------------------------------------------------
OMNIQ Corp. reported a net loss attributable to common stockholders
of $2.94 million on $13.80 million of total revenues for the three
months ended March 31, 2020, compared to a net loss attributable to
common stockholders of $682,000 on $18.62 million of total revenues
for the three months ended March 31, 2019.
As of March 31, 2020, the Company had $42.60 million in total
assets, $42.76 million in total liabilities, and a total
stockholders' deficit of $156,000.
As of March 31, 2020, the Company had cash in the amount of $3.3
million of which $541,000 is on deposit and restricted as
collateral for a letter of credit and a corporate purchasing card,
and a working capital deficit of $22.5 million, compared to cash in
the amount of $1.6 million, of which $533,000 was restricted, and a
working capital deficit of $20.2 million as of Dec. 31, 2019. In
addition, the Company had a stockholders' deficit of $156,000 at
March 31, 2020 and stockholders' equity of $1.8 million as of Dec.
31, 2019.
The Company's accumulated deficit was $48.0 million and $45.1
million at March 31, 2020 and Dec. 31, 2019, respectively.
The Company's operations resulted in net cash used of $1.5 million
during the three months ended March 31, 2020, compared to net cash
provided of $4.5 million during the three months ended March 31,
2019, a decrease of $3.0 million. The changes in the non-cash
working capital accounts are primarily attributable the large
increase in accounts receivable during the first three months of
2020.
Net cash provided by investing activities was $15,000 for the three
months ended March 31, 2020, compared to net cash used of $213,000
for the three months ended March 31, 2019, an increase of $228,000,
primarily attributable to a small increase in other assets during
the first three months of 2020, as opposed to a modest decrease in
other assets during the first three months of 2019.
The Company's financing activities provided net cash of $3.2
million during the three months ended March 31, 2020, compared to
net cash used of $4.4 million during the three months ended
March 31, 2019. For the three months ended March 31, 2020, the
Company received cash from the line of credit with Action Capital
of approximately $3.6 million.
A full-text copy of the Form 10-Q is available for free at the
SEC's website at:
https://is.gd/VAUFON
About OMNIQ Corp.
Headquartered in Salt Lake City, Utah, OMNIQ Corp. (OTCQB: OMQS) --
http://www.omniq.com/-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic & parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq reported a net loss attributable to common stockholders of
$5.31 million for the year ended Dec. 31, 2019, compared to a net
loss attributable to common stockholders of $5.41 million for the
year ended Dec. 31, 2018. As of March 31, 2020, the Company had
$42.60 million in total assets, $42.76 million in total
liabilities, and a total stockholders' deficit of $156,000.
Haynie & Company, in Salt Lake City, Utah, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2020, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
P8H INC: Committee Seeks to Hire Richard J. Corbi as Counsel
------------------------------------------------------------
The official committee of unsecured creditors of P8H, Inc. seeks
approval from the U.S. Bankruptcy Court for the Southern District
of New York to hire the Law Offices of Richard J. Corbi PLLC as its
counsel.
Services to be rendered by Richard J. Corbi are:
a. administration of the Debtor's chapter 11 case and the
exercise of oversight with respect to the Debtor's affairs;
b. preparation on behalf of the Committee of necessary
motions, responses, memoranda, and other legal papers;
c. appearances in court to represent the interests of the
Committee;
d. negotiation, formulation, drafting and confirmation of a
chapter 11 plan and matters related thereto;
e. negotiation and formulation of a sale of substantially all
of the Debtor's assets;
f. investigation concerning with the assets, liabilities,
financial condition and operating issues concerning the Debtors;
g. communication with the Committee's constituents and others
as the Committee may consider desirable in furtherance of its
responsibilities;
h. performance of all the Committee's duties and powers under
the Bankruptcy Code and Rules, and the performance of such other
services as are in the interests of those presented by the
Committee.
The principal attorney for this matter, Richard J. Corbi, Esq.,
will charge $600 per hour.
In light with the size of this Chapter 11 case, the counsel has
agreed to discount its total monthly bills by 15%.
Mr. Corbi assures the court that his firm is a "disinterested
person" as that phrase is defined in Sec. 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Richard J. Corbi, Esq.
Law Offices of Richard J. Corbi PLLC
1501 Broadway, 12th Floor,
New York, NY 10036
Tel: (646) 571-2033
(516) 582-0649
Email: rcorbi@corbilaw.com
About P8H Inc.
P8H, Inc., sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 20-10809) on March 16, 2020. At the
time of the filing, the Debtor had estimated assets of less than
$50,000 and liabilities of between $50,001 and $100,000. Judge
Stuart M. Bernstein oversees the case. The Debtor is represented
by Kirby Aisner & Curley, LLP.
P8H INC: Trustee Seeks Approval to Hire Pryor Cashman as Counsel
----------------------------------------------------------------
Megan Noh, the trustee appointed in P8H, Inc.'s Chapter 11 case,
seeks approval from the U.S. Bankruptcy Court for the Southern
District of New York to employ Pryor Cashman, LLP as her bankruptcy
counsel.
Pryor Cashman will provide the following services:
(a) represent and assist the trustee in the discharge of her
duties and responsibilities under section 1106 of the Bankruptcy
Code, the orders of this Court, and applicable law;
(b) assist the trustee and represent her in the preparation of
motions, applications, notices, orders and other documents
necessary in the discharge of the trustee's duties;
(c) attend meetings and negotiate with representatives of the
Debtor, creditors or other parties-in-interest;
(d) represent the trustee at hearings and in other proceedings
before this Court (and, to the extent necessary, any other court),
including representing the trustee in litigation;
(e) analyze and advise the trustee regarding any legal issues
that arise in connection with the discharge of her duties; and
(f) assist the trustee with the operation of the Debtor's
business and in her investigation of the acts, conducts, assets,
liabilities and financial condition of the Debtor.
The hourly rates charged by the firm's attorneys and paralegals
will be subject to a 15 percent discount.
Richard Levy, Jr., a partner at Pryor Cashman LLP, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Richard Levy, Jr., Esq.
PRYOR CASHMAN LLP
7 Times Square
New York, NY 10036
Telephone: (212) 326-0886
Facsimile: (212) 798-6393
E-mail: rlevy@pryorcashman.com
About Paddle8
Paddle8 was founded in 2011 by Alexander Gilkes, Aditya Julka, and
Osman Khan. It is one of the first online auction house that
specialized in the art world's "middle market." It announced a
high-profile merger with the Berlin-based online auction house
Auctionata in 2016, but the partnership was dissolved in 2017 when
Auctionata filed for insolvency.
P8H, Inc., doing business as Paddle 8, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
20-10809) on March 16, 2020. At the time of the filing, the Debtor
was estimated to have assets of less than $50,000 and liabilities
of between $50,001 and $100,000. Judge Stuart M. Bernstein oversees
the case. The Debtor is represented by Kirby Aisner & Curley, LLP.
Megan E. Noh is Debtor's Chapter 11 trustee. The trustee is
represented by Pryor Cashman, LLP.
PARTY CITY OF RALEIGH: Taps Watson & Davis as Accountant
--------------------------------------------------------
Party City of Raleigh, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of North Carolina to employ Watson &
Davis, PLLC as its accountant.
The firm's services will include the preparation of Debtor's tax
returns and accounting assistance to its other professionals.
Ted Watson, the firm's accountant who will be providing the
services, will be paid at his hourly rate of $240. Watson & Davis
received a deposit in the amount of $14,000 from Debtor.
Mr. Watson disclosed in court filings that the firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Ted R. Watson
Watson & Davis, PLLC
111 Commonwealth Court, Suite 102
Cary, NC 27511
Telephone: (919) 467-0005
About Party City of Raleigh
Party City of Raleigh, Inc., owner of five Party City retail stores
in eastern and central North Carolina, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
20-02060) on May 28, 2020. The petition was signed by Robert
Jones, Debtor's president. At the time of the filing, Debtor
disclosed total assets of $2,444,420 and total liabilities of
$1,911,763.
Judge Joseph N. Callaway oversees the case.
Debtor tapped Northen Blue LLP as its bankruptcy counsel and Watson
& Davis, PLLC as its accountant.
PARTY CITY: Seeks to Hire Northen Blue as Bankruptcy Counsel
------------------------------------------------------------
Party City of Raleigh, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of North Carolina to employ Northen
Blue, LLP as its bankruptcy counsel.
The firm's services will include:
(a) advising Debtor of its duties and powers;
(b) assisting Debtor in the operation of its business,
including an evaluation of the desirability of the continuance of
such business, the ability and means by which Debtor's assets could
be refinanced or liquidated to generate cash for the payment of
claims, and other matters relevant to the case or to the
formulation of a Chapter 11 plan;
(c) assisting Debtor in the preparation and filing of
schedules, statement of financial affairs, reports, disclosure
statement and bankruptcy plan;
(d) assisting Debtor in the examination and analysis of the
conduct of its affairs and the causes of insolvency;
(e) advising Debtor with regard to communications to creditor
on matters of general interest; and
(f) preparing, reviewing or analyzing legal papers filed in
Debtor's case.
The hourly rates for firm's attorneys who will render services to
the Debtor are as follows:
John Northen $620
Vicki Parrott $510
Northen Blue received a retainer of $50,000 from Debtor.
John Northen, Esq., a partner at Northen Blue, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John A. Northen, Esq.
Vicki L. Parrott, Esq.
Northen Blue LLP
1414 Raleigh Road, Suite 435
Chapel Hill, NC 27517
Telephone: (919) 968-4441
Email: jan@nbfirm.com
vlp@nbfirm.com
About Party City of Raleigh
Party City of Raleigh, Inc., owner of five Party City retail stores
in eastern and central North Carolina, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
20-02060) on May 28, 2020. The petition was signed by Robert
Jones, Debtor's president. At the time of the filing, Debtor
disclosed total assets of $2,444,420 and total liabilities of
$1,911,763.
Judge Joseph N. Callaway oversees the case.
Debtor tapped Northen Blue LLP as its bankruptcy counsel and Watson
& Davis, PLLC as its accountant.
PBF ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to B+
------------------------------------------------------------
Egan-Jones Ratings Company, on June 3, 2020, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by PBF Energy Inc. to B+ from BB-.
Headquartered in Parsippany-Troy Hills, New Jersey, PBF Energy Inc.
operates as an independent petroleum refiner and supplier.
PETERSEN-DEAN INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Sixteen affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Red Rose, Inc. 20-12814
dba Petersendean
dba Petersendean Roofing and Sheet Metal
4530 N. Walnut Rd.
North Las Vegas, NV 89081
Beachhead Roofing & Supply, Inc. 20-12815
fdba Beachhead Roofing, Inc.
43575 Mission Blvd., #705
Fremont, CA 94539
California Equipment Leasing Association, Inc. 20-12816
Fences 4 America, Inc. 20-12818
2201 Walnut Ave., Suite 310
Fremont, CA 94538
James Petersen Industries, Inc. 20-12819
2201 Walnut Ave., Suite 310
Fremont, CA 94538
PD Solar, Inc. 20-12820
dba Petersendean Roofing and Soloary Systems
39300 Civic Center Drive, Suite 300
Fremont, CA 94538
Petersen-Dean, Inc. 20-12821
39300 Civic Center Drive
Suite 300
Fremont, CA 94538
Petersen Roofing and Solar LLC 20-12822
3900 Civic Center Drive, Suite 300
Fremont, CA 94538
Petersendean Hawaii LLC 20-12823
1750 Kalakaua Ave.,
Suite 201,
PMB 594 Honolulu, HI 96826
Petersendean Roofing and Solar Systems, Inc. 20-12824
8535 W. Baymeadows Rd., Suite 58
Jacksonville, FL 32256
Petersendean Texas, Inc. 20-12825
14713 Jersey Shore Drive
Houston, TX 77047
Roofs 4 America, Inc. 20-12826
2201 Walnut Avenue,
Suite 310
Fremont, CA 94538
Solar 4 America, Inc. 20-12827
39300 Civic Center Drive,
Suite 300
Fremont, CA 94538
Tri-Valley Supply, Inc. 20-12831
39300 Civic Center Drive,
Suite 300
Fremont, CA 94538
Sonoma Roofing Services, Inc. 20-12829
39300 Civic Center Dr.,
Suite 300
Fremont, CA 94538
TD Venture Fund LLC 20-12833
Business Description: Petersen-Dean, Inc. is a full-service,
privately-held roofing and solar company
specializing in residential and new home
construction. Petersen-Dean serves as the
parent company for the other Debtors.
Chapter 11 Petition Date: June 11, 2020
Court: United States Bankruptcy Court
District of Nevada
Judge: Hon. Mike K Nakagawa
Debtors' Counsel: Bret A. Axelrod, Esq.
FOX ROTHSCHILD LLP
1980 Festival Plaza Drive, Suite 700
Las Vegas, NV 89135
Tel: (702) 262-6899
Email: baxelrod@foxrothschild.com
Estimated Estimated
Assets Liabilities
--------------- ----------------
Red Rose, Inc. $10 million to $10 million to
$50 million $50 million
Beachhead Roofing & $0 to $50,000 $10 million to
Supply, Inc. $50 million
California Equipment Leasing
Association, Inc. - -
Fences 4 America, Inc. $0 to $50,000 $10 million to
$50 million
James Petersen Industries, Inc. $0 to $50,000 $0 to $50,000
PD Solar, Inc. $10 million to $10 million to
$50 million $50 million
Petersen-Dean, Inc. $10 million to $10 million to
$50 million $50 million
Petersen Roofing and Solar LLC $0 to $50,000 $10 million to
$50 million
Petersendean Hawaii LLC $0 to $50,000 $10 million to
$50 million
Petersendean Roofing and $10 million to $10 million to
Solar Systems, Inc. $50 million $50 million
Petersendean Texas, Inc. $10 million to $10 million to
$50 million $50 million
Roofs 4 America, Inc. $0 to $50,000 $10 million to
$50 million
Solar 4 America, Inc. $0 to $50,000 $10 million to
$50 million
Tri-Valley Supply $0 to $50,000 $10 million to
$50 million
TD Venture Fund $0 to $50,000 $10 million to
$50 million
Sonoma Roofing Services, Inc. $0 to $50,000 $10 million to
$50 million
The petitions were signed by Jeffrey Perea, chief restructuring
officer.
Copies of the petitions are available for free at PacerMonitor.com
at:
https://is.gd/JTnnc0
https://is.gd/PbD4Db
https://is.gd/DdGH28
https://is.gd/hlNe3V
https://is.gd/DPjOnN
https://is.gd/hYCuTW
https://is.gd/uXkFbJ
https://is.gd/CnSbFk
https://is.gd/XtbmUZ
https://is.gd/0N4moy
https://is.gd/x2U5IE
https://is.gd/HPqNR1
https://is.gd/H9aqNg
https://is.gd/QAr8t4
https://is.gd/OK4sYa
1. List of Red Rose, Inc.'s 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. ABC Supply Company, Inc. Trade Debt $21,031,465
One ABC Parkway
Beloit, WI 53511
Contact: Jeff Armstrong
Assistant General Counsel
Tel: (608) 368-2216
Fax: 608-362-6215
Email: jeff.armstrong@abcsupply.com
2. AE-SCFL Trade Debt $655,575
PO Box 0001
Los Angeles, CA 90096-0001
Contact: Matthew Heimann, CGO
Tel: 212-640-2000
Fax: 212-619-8942
Email: matthew.heimann@aexp.com
3. Sterling Trade Debt $560,387
1100 Peachtree St. NE
Suite 1100
Atlanta, GA 30309
Contact: Greg Gentry
and Michael Haddad
Tel: 214-242-5809
Email: ggentry@snb.com
4. Highmore Trade Debt $554,697
1100 Peactree St. NE,
Suite 1100
Atlanta, GA 30309
Contact: Dipak P. Jogia
Tel: 212-897-2810
Fax: 646-467-6737
Email: dipak.jogia@highmore.com
5. JR Metal Express, Inc. Trade Debt $503,665
4620 Mitchell Street, Suite A
N. Las Vegas, NV 89081
Contact: Ricardo Montalvo
Tel: (702) 318-7575
Fax: (702) 318-7585
Email: jrmetalexpresslv@gmail.com
6. DJ Roof and Solar Supply LLC Trade Debt $468,427
2009 Admirals Way
Ft. Lauderdale, FL 33316
Contact: Darrell Payne, Esq.
Tel: 954-557-1992
Email: dpayne@stearnsweaver.com
7. TradeRiver Trade Debt $317,012
10631 N Kendall Drive, Suite 1204
Miami, FL 33176
Contact: Chuck Brazier
Tel: 786-703-1394
Email: chuckbrazier@traderiverusa.com
8. Sherpaport, LLC Trade Debt $220,449
DBA Geniune Roof Supply
2009 Admirals Way
Ft. Lauderdale, FL 33316
Contact: H. Hudson
Tel: 954-557-1992
Email: dhudson@sherpaport.com
9. H&Q Equipment Services, Inc. Service- $187,041
PO Box 849850 Construction
Dallas, TX 75284 Equipment Lease
Contact: Levi Blaine
Tel: 972-642-9766
Email: lblaine@he-equipment.com
10. Durable Structures Trade Debt $155,917
PO Box 541823
Dallas, TX 75354
Tel: 888-536-0334
11. Comdata Mastercard Program Credit Card $143,071
1001 Service Road East
Highway 190, Suite 200
Charlotte, LA 70433
Tel: 800-266-3282
Fax: 615-370-7209
12. WEX Trade Debt $58,826
33548 Treasury Center
Chicago, IL 60694-3500
Contact: Melissa Smith, CEO &
President
Tel: 888-300-9040
Fax: 800-395-0809
Email: correspondence@wexinc.com
13. Emergency Roadside Trade Debt $42,356
Assistance Inc.
2771 N. Nellis Blvd
Las Vegas, NV 89115
Contact: Mark Cram
Tel: (702) 641-6981
Fax: 702-471-6982
14. Diversified Products USA, LLC Trade Debt $41,013
2727 W. Southern Avenue, Suite 9
Tempe, AZ 85282
Contact: Anish Shah
Tel: (602) 476-2788
Fax: 602-476-2205
Email: contactus@dprousa.com
15. Desert Fasteners Inc. Trade Debt $40,372
Southwestern Supply
4170 W. Harmon Ave 4
Las Vegas, NV 89180
Contact: CJ Potter
Tel: (702) 873-4332
Fax: (702) 873-0775
16. American Express Credit Card $26,189
P.O. Box 650448
Dallas, TX 75265
Contact: Gregory E. Galterio,
Counsel
Tel: 212-687-3000
Fax: 212-687-9639
Email: ggalterio@jaffeasher.com
17. Home Depot Credit Services Trade Debt/ $18,153
PO Box 78047 Credit Card
Phoenix, AZ 85062
Tel: (520) 442-0167
18. William Fernandez Trucking Services- $17,342
5404 Rock Creek Lane Transport
Las Vegas, NV 89130
Contact: CFO
Tel: (702) 812-1877
Fax: 702-644-8669
19. Enterprise Fleet
Management, Inc. Services- $9,853
c/o Corporation System Automotive
701 S. Carson St., Suite 200 Fleet Rental
Caroson City, NV 89701
Contact: Brice Adamson, VP
Tel: (314) 512-5000
Fax: (314) 512-5930
Email: fleetquestions@erac.com
20. Desert Lumber Dba Desert Trade Debt $5,761
Fasteners & Supply
6680 S. Valley View Blvd
Las Vegas, NV 89118
Contact: Dale Eggers, President
Tel: (702) 589-9999
Fax: (702) 589-9995
Email: daleeggers@desertlumber.com
2. List of PD Solar, Inc.'s 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. AE-SCFL Trade Debt $5,334,230
PO Box 0001
Los Angeles, CA 90096-0001
Contact: Matthew Heimann, GCO
Tel: 212-640-2000
Fax: 212-619-8942
Email: matthew.heimann@aexp.com
2. Targray Technology Trade Debt $5,206,530
International, Inc.
18105 Route Transcanadienne
Kirkland, QC H9J 3Z4
Canada
Contact: Annie Galarneau, GC
Tel: 514-695-8095
Fax: (514) 695-0593
3. Independent Electric Trade Debt $4,522,121
Supply Inc.
2001 Marina Blvd
San Leandro, CA 94577
Contact: Kris Beauchman
Tel: 510-877-9850
Fax: 510-746-5468
4. Sterling Trade Debt $2,696,460
1100 Peachtree St. NE , Suite 1100
Atlanta, GA 30309
Contact: Greg Gentry
and Michael Haddad
Tel: 214-242-5809
Email: ggentry@snb.com
5. Onesource Distributors LLC Trade Debt $2,688,035
P.O. Box 740527
Los Angeles, CA 90074-0527
Contact: Mike Smith, President
Tel: 760-966-4500
Fax: 760-966-4599
Email: sales@1sourcedist.com;
websupport@1sourcedist.com
6. ABC Supply Company, Inc. Trade Debt $2,111,594
One ABC Parkway
Beloit, WI 53511
Contact: Jeff Armstrong,
Assistant General Counsel
Tel: (608) 368-2216
Fax: 608-362-6215
Email: jeff.armstrong@abcsupply.com
7. Traderiver Trade Debt $2,039,609
10631 N Kendall Drive
Suite 1204
Miami, FL 33176
Contact: Chuck Brazier
Tel: 786-703-1394
Email: chuckbrazier@traderiverusa.com
8. Highmore Trade Debt $1,978,431
1100 Peachtree St., NE
Suite 1100
Atlanta, GA 30309
Contact: Dipak P. Jogia
Tel: 212-897-2810
Fax: 646-467-6737
Email: dipak.jogia@highmore.com
9. Sherpaport, LLC Trade Debt $1,724,460
DBA Genuine Roof Supply
2009 Admirals Way
Ft. Lauderdale, FL 33316
Contact: D. Hudson
Tel: 954-557-1992
Email: dhudson@sherpaport.com
10. WEX Trade Debt $1,310,487
33548 Treasury Center
Chicago, IL 60694-3500
Contact: Melissa Smith
CEO & President
Tel: 888-3000-9040
Fax: 800-395-0809
Email: correspondence@wexinc.com
11. DJ Roof and Solar Supply LLC Trade Debt $1,258,088
2009 Admirals Way
Ft. Lauderdale, FL 33316
Contact: Darrell Payne, Esq.
Tel: 954-557-1992
Email: dpayne@stearnsweaver.com
12. ARC Imaging Resources Office $1,197,503
PO Box 155 Equipment-
616 Monterey Pass Road Printers/
Monterey Park, CA 91754 Scanners, etc.
Tel: (626) 289-5021
Email: mp.sales@e-arc.com
13. Silfab Solar USA, Inc. Trade Debt $1,194,936
50 Fountain Plaza, Unit 1400
Buffalo, NY 14202
Contact: Paolo Maccario
President & CEO
Tel: 905-255-2501
Fax: 905-696-0267
Email: info@silfabsolar.com
14. Consolidated Electrical Trade Debt $642,738
Distributors, Inc.
Dba CED Greentech
P.O. Box 847080
Los Angeles, CA 90084-7080
Contact: Kurt Lasher, President
Tel: (818) 341-1751
Email: connect@cedgreentechla.com
15. Beacon Sales Acquisition, Inc. Trade Debt $489,993
PO Box 740914
Los Angeles, CA 90074
Contact: Julian G. Francis, CEO
Tel: 909-890-0150
Fax: 978-535-7358
16. Outline Products LLC Trade Debt $421,697
2009 Admirals Way
Fort Lauderdale, FL 33316
Contact: Michael Modica
Tel: 800-509-6060
Ext 2386
Fax: 504-200-2922
Email: michaelmodica@trustaltus.com
17. Comdata Mastercard Program Credit Card $320,307
1001 Service Road East
Highwy 190, Suite 200
Charlotte, LA 70433
Tel: 800-266-3282
Fax: 615-370-7209
18. Arizona Solar Solutions, LLC Trade Debt $273,652
DBA Premier Solar Solutions
16807 N. Cave Creek Road
Phoenix, AZ 85032
Contact: Zachary Rosenberg, Esq.
Tel: 480-534-4900
Email: zrosenberg@lang-klein.com
19. Earthquakes Soccer LLC Solar Services/ $153,089
1123 Coleman Ave. Advertising
San Jose, CA 95110 Sponsorship
Contact: Dave Kaval
Tel: 408-556-7700
Fax: 408-796-5242
Email: dkaval@sjearthquakes.com
20. IB Roof Systems, Inc. Trade Debt $107,719
8181 Jetstar Drive, Suite 150
Irving, CA 75063
Contact: Jason Stanley, CEO
Tel: 800-426-1626
Fax: 888-741-1160
Email: info@ibroof.com
3. List of Petersen-Dean, Inc.'s 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. American Builders & Trade Debt $21,031,465
Contractors Supply Co, Inc.
One ABC Parkway
Beloit, WI 53511
Contact: Jeff Armstrong,
Assistant General Counsel
Tel: (608) 368-2216
Fax: 608-362-6215
Email: jeff.armstrong@abcsupply.com
2. Beacon Sales Trade Debt $10,312,872
Acquisition, Inc.
PO Box 740914
Los Angeles, CA 90074
Contact: Julian G. Francis, CEO
Tel: 909-890-0150
Fax: 978-535-7358
3. Sterling Trade Debt $8,478,130
1100 Peachtree St, NE
Suite 1100
Atlanta, GA 30309
Contact: Greg Gentry
and Michael Haddad
Tel: 214-242-5809
Email: ggentry@snb.com
4. TradeRiver Trade Debt $8,151,716
10631 N Kendall Drive
Suite 1204
Miami, FL 33176
Contact: Chuck Brazier
Tel: 786-703-1394
Email: chuckbrazier@traderiverusa.com
5. Highmore Trade Debt $7,241,289
1100 Peachtree St, NE, Suite 1100
Atlanta, GA 30309
Contact: Dipak P. Jogia
Tel: 212-897-2810
Fax: 646-467-6737
Email: dipak.jogia@highmore.com
6. Targray Technology Trade Debt $6,559,650
International, Inc.
18105 Route Transcanadienne
Kirkland, QC H9J 3Z4
Contact: Annie Galarneau, GC
Tel: 514-695-8095
Fax: (514) 695-0593
7. DJ Roof and Solar Supply LLC Trade Debt $5,577,930
2009 Admirals Way
Ft. Lauderdale, FL 33316
Contact: Darell Payne, Esq.
Tel: 954-557-1992
Email: dpayne@sternsweaver.com
8. Sherpaport, LLC Trade Debt $3,824,107
dba Geniue Roof Supply
2009 Admirrals Way
Ft. Lauderdale, FL 33316
Contact: D. Hudson
Tel: 954-557-1992
Email: dhudson@sherpaport.com
9. American Express Credit Card $2,201,501
P.O. Box 650448
Dallas, TX 75265
Contact: Gregory E. Galterio
Counsel
Tel: 212-687-3000
Fax: 212-687-9639
Email: ggalterio@jaffeasher.com
10. Outline Products LLC Trade Debt $1,995,049
2009 Admirals Way
Fort Lauderdale, FL 33316
Contact: Michael Modica
Tel: 800-509-6060
Fax: 504-200-2922
Email: michaelmodica@trustaltus.com
11. SG Wholesale Roofing Supplies Trade Debt $1,120,372
1101 E. 6th Street
Santa Ana, CA 92701
Contact: Todd Kurten
Tel: 714-568-1900
Fax: 714-568-1914
Email: tkurten@rooflinesupply.com
12. SRS Distribution, Inc. Trade Debt $1,100,000
dba Roofline Supply & Delivery
Attn: Carol Branch
5900 S. Lake Forest Dr.,
Suite 400
McKinney, TX 75070
Contact: Carol Branch
Tel: 214-491-4149
Fax: 214-491-4156
Email: wallace.smith@squirepb.com
info@srsdistribution.com
13. AE - SCFL Trade Debt $1,022,966
PO Box 0001
Los Angeles, CA 90096-0001
Contact: Matthew Heimann, CGO
Tel: 212-640-2000
Fax: 212-619-8942
Email: matthew.heimann@aexp.com
14. Edgewood Partners Insurance $524,192
Insurance Center Premiums
3000 Executive Parkway,
Suite 325
San Ramon, CA 94583
Contact: Neil Cohn
Tel: 925-244-7728
Email: neil.cohn@epicbrokers.com
15. DLA Piper LLP (US) Legal Fees $495,080
2000 University Avenue
East Palo Alto, CA 94303-2215
Contact: Rajiv Dharnidharka
Tel: 650-833-2322
Fax: 650-833-2001
Email: rajiv.dharnidharka@dlapiper.com
16. LS De, LLC Trade Debt $400,001
315 E. Robinson St Financing
Suite 200
Orlando, FL 32801
Contact: Richard Lee
Tel: (800) 474-7606
Email: rlee@lsq.com
17. Smart ERP Solutions, Inc. Technology $293,478
4683 Chabot Dr, Suite 380 Solutions
Pleasanton, CA 94588
Contact: Raghavendra
Bhat Yelluru
Tel: (925) 271-0200
Fax: 408-521-0918
Email: kirk.c@smarterp.com
18. Comdata Mastercard Program Credit Card $262,147
1001 Service Road East
Highway 190, Suite 200
Charlotte, LA 70433
Tel: 800-266-3282
Fax: 615-370-7209
19. Littler Mendelson, P.C. Legal Fees $249,668
2301 McGee Street, 8th Floor
Kansas City, MO 64108
Contact: Gregory Iskander, Esq.
Tel: 925-927-4543
Fax: 925-946-9809
Email: giskander@littler.com
20. Farella Braun Martel LLP Legal Fees $67,000
235 Montgomery St., 17th FL
San Francisco, CA 94104
Contact: Tyler C. Gerking
Tel: 415-954-4968
Fax: 415-954-4480
Email: tgerking@fbm.com
PG&E CORP.: $58 Billion Plan Approved by California Regulators
--------------------------------------------------------------
Gulf Times reports that the PG&E Corp. has obtained approval from
California regulators for its $58 billion reorganization plan,
bringing the power giant a step closer to exiting bankruptcy.
Gulf Times recounts that PG&E Corp filed for Chapter 11 in 2019
after its equipment was blamed for causing some of the worst blazes
in state history including the Camp fire, which destroyed the town
of Paradise and killed 85 people. A controlled blaze set by fire
fighters near PG&E power lines. As part of its bankruptcy
proceeding, the company has agreed to settle claims totaling more
than $25 billion from fire victims, insurers and local government
agencies.
The California Public Utilities Commission unanimously voted in
favor of PG&E's proposal after the company agreed to revamp its
board and governance structure, submit to greater regulatory
oversight and create local operating units to ensure a greater
focus on safety.
The changes, pushed by California Governor Gavin Newsom, are
intended to dramatically overhaul California's largest utility and
prevent the type of recklessness that dragged it into bankruptcy.
Earlier in May 2020, state regulators fined the company $1.9bn in
connection with the blazes, which destroyed thousands of homes and
caused an estimated $30bn in liabilities.
PG&E now only needs approval from the judge overseeing its
bankruptcy in order to meet a state deadline of June 30, 2020 to
qualify for a California fund to help utilities pay for future
wildfire claims. Nearly all creditors voted in favor of PG&E's
proposal, including wildfire victims. Court hearings on the plan
began on Wednesday.
PG&E said in a statement it was on track to get its plan confirmed
by the end of next month.
The commission approved PG&E's proposal despite opposition from
more than 200 local elected officials led by San Jose Mayor Sam
Liccardo. The coalition, which had proposed to turn PG&E into a
customer-owned cooperative, said in a letter to regulators that the
utility's plan would have it emerge as a "junk bond" company with a
debt load of nearly $40 billion.
PG&E pushed back against that assertion, saying its plan will
result in the issuance of investment grade bonds resulting in about
$1 billion in interest costs savings. During the hearing,
commissioners listened to more than two hours of public comment
with many speakers calling for a rejection of PG&E's reorganisation
plan while advocating for a public takeover of the utility.
California Public Utilities Commission President Marybel Batjer
said she understood the criticism leveled against the utility.
"Many people and communities are angry, frustrated and finished
with PG&E," Ms. Batjer said. "At times, I've felt the same."
When considering PG&E's reorganisation, Batjer said she felt the
need to impose additional accountability and force a change in
leadership at a company that has consistently failed to show
accountability for its safety lapses.
"I understand there will be some who disagree with or feel
frustrated with the proposed decision, but today's decision is an
important milestone to achieving the completion of the bankruptcy
proceeding and the compensation of the wildfire victims," Batjer
said on Thursday.
As a condition for regulatory approval, PG&E agreed to a six-step
enforcement process that could ultimately lead to the state
revoking its license to sell electricity if its gets in trouble
again.
The commission also will require an independent safety monitor to
watch the utility after the term of a federal court monitor
expires.
In a court hearing at the end of May, the federal judge overseeing
PG&E's criminal probation blasted the utility for its resistance to
stricter safety measures he recently ordered.
"If ever there was a corporation that deserved to go to prison, it
is PG&E for the people it killed in California," Judge William
Alsup said.
PG&E said earlier this month that only three of its current 14
board members will remain after it exits bankruptcy. Chief
executive officer Bill Johnson retired on June 30.
"We have heard the feedback in today's decision and know we must do
better as a company," Johnson said in a statement regarding the
commission's ruling.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, as special regulatory counsel. Munger Tolles & Olson
LLP, is special counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PG&E CORP: Creditors' Committee Objects to Joint Plan
-----------------------------------------------------
The Official Committee of Unsecured Creditors (UCC) objects to
confirmation of the Joint Chapter 11 Plan of Reorganization of
debtors PG&E Corporation and Pacific Gas and Electric Company and
Shareholder Proponents.
The UCC claims that the Plan provides that the General Unsecured
Claims in classes 4A and 4B are unimpaired, thereby
disenfranchising both classes. It is antithetical to designate a
class of Claims as being unimpaired, while at the same time forcing
the creditors holding Claims in that class to provide a release and
waiver of any rights whatsoever.
The UCC asserts that the inequity of the Vendors losing their
ability to assert pre-existing rights and defenses against the
onslaught of litigation to come from the Fire Victims Trust, purely
because those Vendors are receiving distributions under the Plan,
cannot be overstated. To remain unimpaired, all General Unsecured
Creditors must retain all of the rights that they currently possess
against the Debtors' estates and third-parties.
The UCC argues that if the Debtors can commit to pay some allowed
claims no later than 30 days after the Effective Date, there is no
reason for the Plan not to put a 30-day outside boundary on what is
reasonably practical for the payment of General Unsecured Claims as
well. Holders of General Unsecured Claims should not be treated
any different than other unsecured creditors, and the payment of
their claims should be uniform.
The UCC continues to believe that the Federal Judgment Rate is not
the correct rate of interest in a solvent debtor case, and as such,
renews its objection to confirmation of the Plan on each of the
grounds set forth in the Consolidated Opening Brief of the Official
Committee of Unsecured Creditors and Other Creditor Groups and
Representatives Regarding the Appropriate Postpetition Interest
Rate Payable on Unsecured Claims in a Solvent Debtor Case.
A full-text copy of the UCC's objection to Plan dated May 15, 2020,
is available at https://tinyurl.com/y79hf7av from PacerMonitor at
no charge.
Counsel for the Official Committee of Unsecured Creditors:
Dennis F. Dunne
Samuel A. Khalil
MILBANK LLP
55 Hudson Yards
New York, New York 10001-2163
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
- and -
Gregory A. Bray
Thomas R. Kreller
MILBANK LLP
2029 Century Park East, 33rd Floor
Los Angeles, CA 90067
Telephone: (424) 386-4000
Facsimile: (213) 629-5063
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, as special regulatory counsel. Munger Tolles & Olson
LLP, is special counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PG&E CORP: Tort Claimants Committee Objects to Reorganization Plan
------------------------------------------------------------------
The Official Committee of Tort Claimants (TCC) objects to
confirmation of the Joint Chapter 11 Plan of Reorganization
proposed by Debtors PG&E Corp. and Pacific Gas and Electric Company
and the shareholders defined as the Shareholder Proponents.
The TCC requests that the Court enforce that Court-approved
Settlement, because the Plan fails to provide Fire Victims with the
treatment and value that was agreed to in the Settlement. Instead,
the Plan has whittled away various aspects of the Settlement and
could harm Fire Victims in amounts that are in the billions of
dollars.
The TCC is not asking the Court to alter the payment rights of
Subrogation Claimholders, or any other class that is being paid in
full, in cash. The TCC is only asking that its Settlement be
enforced, and its consideration paid in full.
The TCC claims that the amount of the Reorganized Debtors’ common
stock to be transferred to the Fire Victim Trust is to be
determined by a calculation involving the Debtors’ Normalized
Estimated Net Income (NNI) for 2021. The fact that the Debtors’
plan and capitalization structure was not established when the RSA
was negotiated was the specific reason the TCC required a consent
right to material modifications to the plan.
The TCC states that the Court has previously stated on the record
that resolution of Securities Claims will not dilute or devalue the
Trust's stock position. But the requirement to pay the
Subordinated Debt Classes in cash, in full, or the use of D&O
policy proceeds, may have that effect unless it can be confirmed
that calculation of the NNI, and the amount of stock to be
transferred to the Fire Victim Trust will address these outstanding
issues to the Debtors' financing and capitalization.
A full-text copy of the TCC's objection to plan dated May 15, 2020,
is available at https://tinyurl.com/ydcoahlv from PacerMonitor at
no charge.
Counsel to the Official Committee of Tort Claimants:
Robert A. Julian
Cecily A. Dumas
BAKER & HOSTETLER LLP
Transamerica Pyramid Center
600 Montgomery Street, Suite 3100
San Francisco, CA 94111-2806
Telephone: 415.659.2600
Facsimile: 415.659.2601
E-mail: rjulian@bakerlaw.com
E-mail: cdumas@bakerlaw.com
- and -
Eric E. Sagerman
David J. Richardson
Lauren T. Attard
BAKER & HOSTETLER LLP
11601 Wilshire Blvd., Suite 1400
Los Angeles, CA 90025-0509
Telephone: 310.820.8800
Facsimile: 310.820.8859
E-mail: esagerman@bakerlaw.com
drichardson@bakerlaw.com
lattard@bakerlaw.com
- and -
Elizabeth A. Green
BAKER & HOSTETLER LLP
200 South Orange Avenue, Suite 2300
Orlando, FL 32801
Telephone: 407.649.4036
Facsimile: 407.841.0168
E-mail: egreen@bakerlaw.com
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, as special regulatory counsel. Munger Tolles & Olson
LLP, as special counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PG&E CORP: UST Has Issues With Releases in Plan
-----------------------------------------------
Andrew R. Vara, United States Trustee for Regions 3 and 9, objects
to confirmation of the Joint Chapter 11 Plan of Debtors PG&E
Corporation and Pacific Gas and Electric Company and the
Shareholder Proponents.
Andrew R. Vara claims that Plans should generally only exculpate
those actions taken in connection with a bankruptcy case between
the petition date and the effective date of the plan. The list of
parties receiving exculpation should be limited to those parties
who served in the capacity of estate fiduciaries.
Andrew R. Vara asserts that it is unclear why the Debtors included
unimpaired creditors in their definition of those who are subject
to the releases.
Andrew R. Vara further asserts that the Court should not confirm
the Debtors' Plan unless the Plan is amended to conform the
exculpation and release provisions to prevailing law and to strike
language imposing settlement standards on claimants who have not
expressly agreed to a settlement.
A full-text copy of the United States Trustee's objection to plan
dated May 15, 2020, is available at https://tinyurl.com/y9xsn85n
from PacerMonitor at no charge.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, as special regulatory counsel. Munger Tolles & Olson
LLP, as special counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PIER 1 IMPORTS: No Going Concern Buyer; Liquidating All Stores
--------------------------------------------------------------
Bob James, writing for KHAK.com reports that back in February 2020,
Pier 1 Imports filed for bankruptcy and had been in search of a
buyer. No buyer came forward and now CNN says the company will no
longer exist, effective later this year.
In a news release reported on by the Daily Voice, Pier 1 CEO Robert
Riesbeck said,
"This is not the outcome we hoped for when we began this process,
and we are deeply saddened to move forward with winding down Pier
1. We are incredibly grateful to everyone who has supported Pier 1
since the Company's inception nearly 60 years ago, including our
committed associates, passionate customers and talented vendors."
Pier 1 Imports had eight stores at the beginning of 2020. The
Coralville, Dubuque, Sioux City, and West Des Moines stores were
part of announced closings in January 2020, as reported by the Des
Moines Register. That left Iowa Pier 1 Imports stores in just four
cities... Ankeny, Clive, Davenport, and Marion. Fox Business says
all remaining stores will be closed by Halloween.
Liquidation sales at all remaining Pier 1 Imports stores will begin
as soon as stores can reopen from the COVID-19 pandemic. NJ.com
says there are approximately 540 Pier 1 stores remaining.
Online sales have been very brisk, according to the New York Times.
Riesbeck revealed during a bankruptcy hearing last Friday that Pier
1 was doing about $20 million per week in online sales for their
"going-out-of-business" sales. He told the court, "We are blowing
through Black Friday levels."
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.
PIONEER ENERGY: Emerges Successfully from Chapter 11 Bankruptcy
---------------------------------------------------------------
Pioneer Energy Services Corp. announced June 1, 2020, that it has
emerged from Chapter 11 bankruptcy protection, successfully
completing its debt restructuring process and implementing the
Chapter 11 reorganization plan confirmed by the U.S. Bankruptcy
Court for the Southern District of Texas on May 11, 2020.
In connection with the debt restructuring, Pioneer reduced total
debt by approximately $267 million, from $475 million to $208
million, eliminated a substantial portion of its cash interest
obligations, and obtained a new $75 million asset backed revolving
credit facility. The Company's $208 million of new debt consists of
$78 million of floating rate senior secured notes due May 2025,
with 50% of the interest in the first year paid in-kind rather than
in cash, and $130 million of 5% convertible notes due November
2025, with all interest paid in-kind rather than in cash. Based on
current interest rates total cash interest payable on the notes is
anticipated to be approximately $4.3 million in the first year and
$8.6 million thereafter.
The convertible notes are initially convertible into 75 shares of
common stock per $1,000 principal amount of the convertible notes,
subject to customary anti-dilution adjustments. The convertible
notes are mandatorily convertible at maturity as long as the value
of the shares issuable upon conversion exceeds the principal amount
of the notes plus accrued interest. In addition, upon the
occurrence of certain "merger events", which include a sale of the
Company and acquisitions by the Company where the acquired entity
has an equity value in excess of $100 million or the convertible
noteholders have consented, the Company may require all or a
portion of the convertible notes to convert into shares of common
stock. Upon conversion of the convertible notes, and assuming the
Company does not incur additional debt (including borrowings under
its revolving credit facility), the Company would have $82.4
million of debt outstanding, which includes paid in-kind interest.
"Today marks the completion of a restructuring and recapitalization
that allows the Company to continue providing our customers with
industry-leading expertise and safe, value-added services," said
Wm. Stacy Locke, Chief Executive Officer. "On behalf of the
management team, I would like to extend my gratitude to our
employees for their hard work and dedication and to our customers,
suppliers, and stakeholders for their support during this
process."
The Company also announced today a newly constituted Board of
Directors, effective in conjunction with the Company's emergence
from Chapter 11. The new Board is comprised of David Coppé, John
Jacobi, Wm. Stacy Locke, Matt Porter, and Charlie Thompson.
Mr. Locke said, "Our newly constituted Board includes a group of
individuals with a range of experience and expertise. We look
forward to benefitting from their guidance as we embark on our new
beginning."
Shares of the Company's common stock will no longer trade on the
OTC Pink Marketplace. The Company anticipates trading of its common
stock on the OTC market to commence again in the near future.
Details of the restructuring and debt agreements, as well as
additional details regarding the new directors will be provided in
a Current Report on Form 8-K to be filed with the Securities and
Exchange Commission (the "SEC"), which can be viewed on the SEC's
website at http://www.sec.govor the Company's website after
filing. Additional information is available by calling (833)
991-0977 (toll free) or (503) 597-7679 (international). Court
filings and other information related to the court-supervised
proceedings are available at a website administered by the
Company's claims agent, Epiq Corporate Restructuring, LLC, at
https://dm.epiq11.com/pioneerenergy.
About Pioneer Energy
Pioneer Energy Services (OTC: PESX) -- http://www.pioneeres.com/
--
provides well servicing, wireline, and coiled tubing services to
producers primarily in Texas and the Mid-Continent and Rocky
Mountain regions. Pioneer also provides contract land drilling
services to oil and gas operators in Texas, Appalachia and Rocky
Mountain regions and internationally in Colombia. Pioneer is
headquartered in San Antonio, Texas.
Pioneer Energy Services Corp. and nine related entities sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-31425) to
effectuate its prepackaged plan of reorganization that will cut
debt by $260 million.
Pioneer Energy disclosed $689,693,000 in assets and $576,545,000 in
liabilities as of Sept. 30, 2019.
The Hon. David R. Jones is the case judge.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Norton Rose
Fulbright US LLP are serving as legal counsel to Pioneer, Lazard is
acting as financial advisor and Alvarez & Marsal is serving as
restructuring advisor. Epiq Corporate Restructuring, LLC, is the
claims agent.
Davis Polk & Wardwell LLP and Haynes and Boone, LLP are acting as
legal counsel for the ad hoc group of Senior Unsecured Noteholders
and Houlihan Lokey is acting as financial advisor.
PLUM CIRCLE: Seeks Authorization on Cash Collateral Use
-------------------------------------------------------
Plum Circle Community Trust seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Florida to use cash
collateral in the amounts and for the purposes set forth in the
budget as payment of such expenses necessary to maintain its
business.
SN Capital LLC holds a note and first mortgage on the Debtor's real
property and a lien on the Debtor's cash and accounts receivables.
The lien amount is approximately $512,047. Affordable Housing
Investments, LLC also holds a secured lien, in the approximate
amount of $398,019. Likewise, the City of Chipley holds a lien
against Debtor, in the approximate amount of $25,000.
The Debtor offers the following as adequate protection for the use
of the cash collateral:
(a) Post-petition replacement liens on the cash collateral to
the same extent, validity, and priority as existed pre-petition;
(b) Copies of monthly financial documents generated in the
ordinary course of business and other information as One Family may
reasonably request with respect to Debtor's operations; and
(c) The right to inspect the Secured Creditor Assets with
twenty-four hour notice, provided the inspection does not interfere
with the operations of the Debtor.
A copy of the Motion is available for free at https://is.gd/XQOV4h
from PacerMonitor.com.
About Plum Circle Community
Plum Circle Community Trust sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-04249) on May 31,
2020. At the time of the filing, the Debtor had estimated assets
of between $1 million and $10 million and liabilities of between
$500,001 to $1 million. Dion R. Hancock, P.A., is the Debtor's
legal counsel.
PORT CAPITAL: To Restructure Under CCAA; E&Y as Monitor
-------------------------------------------------------
The Supreme Court of British Columbia granted petitioners Port
Capital Development (EV) Inc. and Evergreen House Development
Limited Partnership, relief under the Companies' Creditors
Arrangement Act (Canada). The initial Order, inter alia:
a) appointed Ernst & Young Inc. as monitor of the Petitioners in
these CCAA proceedings;
b) granted a "Stay of Proceedings" to June 8, 2020; and
c) granted the Monitor enhanced powers to execute control over
the Petitioners, explore restructuring opportunities and administer
a "dual-track" sale and investment solicitation process to obtain
an equity investment, a refinancing or alternatively a sale of the
Terrace House.
All court documents and certain other documents will be posted on
the Monitor's Website at https://www.ey.com/ca/terracehouse.
The Monitor can be reached at:
Ernst & Young Inc.
Attn: Michael Bell
700 West Georgia Street
Vancouver BC V7Y 1C9
Tel: (604) 899-3566
E-mail: Mike.bell@ca.ey.com
Port Capital Development (EV) Inc. -- http://www.terracehouse.ca/
-- is a Vancouver based investment firm with a portfolio of
residential, commercial and industrial assets.
PURE BIOSCIENCE: Posts Third Quarter Net Income of $473,000
-----------------------------------------------------------
PURE Bioscience, Inc. reported net income of $473,000 on $2.22
million of net product sales for the three months ended April 30,
2020, compared to a net loss of $1.87 million on $312,000 of net
product sales for the three months ended April 30, 2019.
For the nine months ended April 30, 2020, the Company reported a
net loss of $1.32 million on $2.97 million of net product sales
compared to a net loss of $5.74 million on $1.30 million of net
product sales for the nine months ended April 30, 2029.
Pure Bioscience stated, "Since our inception, we have financed our
operations primarily through public and private offerings of
securities, debt financing, and revenue from product sales and
license agreements. While we have a history of recurring losses,
during the three months ended April 30, 2020, we generated a
significant increase in sales resulting in net income of
approximately $473,000. However, we cannot be certain that this
sales momentum will continue.
"While we generated net income for the three months ended April 30,
2020 and, as of the date hereof, expect to commence generating
positive operating cash flow by July 31, 2020, we do not have, and
may never have, significant cash inflows from product sales or from
other sources of revenue to fund our operations. Until we can
continually generate positive cash flow from operations, we will
need to continue to fund our operations with the proceeds of
offerings of our equity and debt securities. However, we cannot
assure you that additional financing will be available when needed
or that, if available, financing will be obtained on terms
favorable to us or to our stockholders. If we raise additional
funds from the issuance of equity securities, substantial dilution
to our existing stockholders would likely result. I f we raise
additional funds by incurring debt financing, the terms of the debt
may involve significant cash payment obligations as well as
covenants and specific financial ratios that may restrict our
ability to operate our business."
As of April 30, 2020, the Company had $2,097,000 in cash and cash
equivalents, and $1,491,000 of current liabilities, including
$1,286,000 in accounts payable.
As of April 30, 2020, the Company had $4.78 million in total
assets, $1.49 million in total liabilities, and $3.29 million in
total stockholders' equity.
Tom Y. Lee, chief executive officer, said that, "For the first time
in the company's history, PURE is profitable. During the third
quarter, sales to our distribution network significantly increased
due, in part, to our recently announced partnership with Packers
Sanitation Services, Inc. (PSSI) and our alliances with Whiting
Systems, Inc. and Marathon Group, LLC. We look forward to
expanding our relationships with PSSI, Whiting and Marathon, all
respective leaders in their industries with national and global
reach.
"Due to increased and continued demand, we have expanded our
production capacity. Our primary contract manufacturer has
invested significant amounts to improve lead-times and volume,
allowing us to manufacture bulk product in two Midwest locations
with further expansion underway.
"With the achievement of profitability, I'm pleased to note that
revenue for our fiscal fourth quarter is expected to meet or exceed
our fiscal third quarter revenue."
A full-text copy of the Quarterly Report is available for free at
the Securities and Exchange Commission's website at:
https://is.gd/78ha5m
About PURE Bioscience
PURE Bioscience, Inc. -- http://www.purebio.com/-- is focused on
developing and commercializing its proprietary antimicrobial
products primarily in the food safety arena -- providing solutions
to the health and environmental challenges of pathogen and hygienic
control. The Company's technology platform is based on patented,
stabilized ionic silver, and its initial products contain silver
dihydrogen citrate, or SDC. SDC is a broad-spectrum, non-toxic
antimicrobial agent, which offers 24-hour residual protection and
formulates well with other compounds. As a platform technology, SDC
is distinguished from existing products in the marketplace because
of its superior efficacy, reduced toxicity and mitigation of
bacterial resistance. PURE is headquartered in Rancho Cucamonga,
California (San Bernardino metropolitan area).
Mayer Hoffman McCann P.C., in San Diego, California, the Company's
auditor since 2007, issued a "going concern" qualification in its
report dated Oct. 29, 2019, citing that the Company has incurred
recurring losses from operations and is dependent on additional
financing to fund operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
PURE Bioscience recorded a net loss of $6.55 million for the year
ended July 31, 2019, compared to a net loss of $7.44 million for
the year ended July 31, 2018. As of Jan. 31, 2020, the Company had
$1.47 million in total assets, $692,000 in total liabilities, and
$776,000 in total stockholders' equity.
QUARTER HOMES: Case Summary & 18 Unsecured Creditors
----------------------------------------------------
Debtor: Quarter Homes, LLC
15446 N Greenway Hayden Loop Ste 1029
Scottsdale, AZ 85260
Business Description: Quarter Homes LLC owns commercial real
estate, undeveloped land, and residential
properties located in Arizona.
Chapter 11 Petition Date: June 11, 2020
Court: United States Bankruptcy Court
District of Arizona
Case No.: 20-07065
Debtor's Counsel: Warren J. Stapleton, Esq.
OSBORN MALEDON, P.A.
2929 N. Central Avenue
Suite 2100
Phoenix, AZ 85012
Tel: 602-640-9354
E-mail: wstapleton@omlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David Turcotte, president.
A copy of the petition containing, among other items, a list of the
Debtor's 18 unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/XCDJ6E
RAVNAIR GROUP: BNP Paribas Seeks Piecemeal Sale
-----------------------------------------------
Stamford Advocate reports that the French international bank BNP
Paribas SA, which represents lenders owed $90 million, wants the
assets of RavnAir Group liquidated to cover its debts.
Alaska's largest rural airline is working to prevent a liquidation
of its assets. The company has touted $30 million in federal
COVID-19 aid that the carrier said the government could grant if a
potential buyer is found, Alaska's Energy Desk reported.
RavnAir estimates a liquidation would raise no more than $41
million, which would not be enough to pay the claims of unsecured
creditors including Anchorage-based Petro Star Inc., GCI LLC and
Northern Air Cargo Inc.
Advertisements to sell the company have appeared in the Anchorage
Daily News and the Wall Street Journal, while court documents said
a half-dozen potential buyers have signed non-disclosure agreements
to review sensitive company data.
BNP Paribas SA wants RavnAir's planes sold off piecemeal through a
liquidation process that would permanently shutter the company.
"If it comes together that there's somebody who's interested in
taking the (federal) money and funding a plan, that would be great
news," BNP Paribas attorney David Neier said at a federal
bankruptcy hearing Wednesday.
"But we're not giving up the liquidation process because there is
no other path that has emerged that will work with this estate,"
Neier said.
RavnAir is majority-owned by private equity companies J.F. Lehman
and Co. and W Capital Partners LLC. Before the pandemic, the
company operated 72 planes and had 1,300 workers.
RavnAir cited the economic impact of the coronavirus when the
company halted operations April 5, 2020, that resulted to the
laying off staff and filing for Chapter 11 bankruptcy protection.
About RavnAir Group
Ravn Air Group, Inc. -- https://www.flyravn.com/ -- was formed
through the combination of five Alaskan air transportation
businesses in 2009, creating the largest regional air carrier and
network in the state. Ravn owns and, until the COVID-19-related
disruptions, operated 72 aircraft at 21 hub airports and 73
facilities, serving 115 destinations in Alaska with up to 400 daily
flights. Until the COVID-19-related disruptions, Ravn Air Group and
its affiliates had over 1,300 employees (non-union), and it carried
over 740,000 passengers on an annual basis.
Ravn Air Group provides air transportation and logistics services
to the passenger, mail, charter, and freight markets in Alaska,
pursuant to U.S. Department of Transportation approval as three
separate certificated air carriers. Two of the carriers (RavnAir
ALASKA and PenAir) operate under Federal Aviation Administration
Part 121 certificates and the other (RavnAir CONNECT) operates
under an FAA Part 135 certificate. In addition to carrying
passengers, many of whom fly on Medicaid-subsidized tickets, other
key customers include companies in the oil and gas industry, the
seafood industry, the mining industry, and the travel and tourism
industries.
Ravn Air Group and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10755)
on April 5, 2020. At the time of the filing, Debtors was estimated
to have assets of between and $100 million to $500 million and
liabilities of the same range.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Keller Benvenutti Kim LLP as bankruptcy counsel;
Blank Rome LLP as special corporate and local bankruptcy counsel;
Conway Mackenzie, LLC as financial advisor; and Stretto as claims
and noticing agent.
RAVNAIR GROUP: Treasury OKs CARES Act Grant
-------------------------------------------
Megan Mazurek, writing for KTVA, reports that the U.S. Treasury
approved the grants sought by RavnAir Group under the CARES Act.
After halting its flight operations in Alaska more than a month ago
and filing for bankruptcy, RavnAir Group has been conditionally
approved by the U.S. Treasury to seek grants under the CARES Act.
According to RavnAir, the approval helps pave the way for buyers
who want to purchase the entire group and help the company
successfully exit from Chapter 11.
"The opportunity to receive CARES Act Grants and work with our
[debtor-in-possession] lenders on a sale process means there is a
new path forward by which Ravn could resume operations later this
summer," said Dave Pflieger, Ravn's president and CEO, in a press
release Wednesday. "Now, instead of only one path, a planned
liquidation, qualified parties who meet strict bidding criteria and
guidelines will be able to buy the entire Air Group with all three
of its airlines. This is a game-changer for our creditors, our
employees, our customers, and the many communities we have served
for decades."
A hearing is scheduled for May 27, 2020 to approve Ravn's motion to
authorize and approve sales bidding procedures. If its approved,
bids for the group will be due June 17, 2020.
"This is great news for our creditors, our employees, our
customers, and for the 115 different communities we were serving
before the COVID-19 Pandemic hit Alaska and forced our company to
seek Chapter 11 protection," Pflieger said in the release.
On April 5, 2020, RavnAir Group filed for Chapter 11 protection of
the Bankruptcy Code, citing a 90% drop in bookings and revenue due
to the pandemic.
As a result, the company parked all aircraft, ceased all ground
operations and laid off all staff in the company. The company says
it employed more than 1,300 people.
About RavnAir Group
Ravn Air Group, Inc. -- https://www.flyravn.com/ -- was formed
through the combination of five Alaskan air transportation
businesses in 2009, creating the largest regional air carrier and
network in the state. Ravn owns and, until the COVID-19-related
disruptions, operated 72 aircraft at 21 hub airports and 73
facilities, serving 115 destinations in Alaska with up to 400 daily
flights. Until the COVID-19-related disruptions, Ravn Air Group and
its affiliates had over 1,300 employees (non-union), and it carried
over 740,000 passengers on an annual basis.
Ravn Air Group provides air transportation and logistics services
to the passenger, mail, charter, and freight markets in Alaska,
pursuant to U.S. Department of Transportation approval as three
separate certificated air carriers. Two of the carriers (RavnAir
ALASKA and PenAir) operate under Federal Aviation Administration
Part 121 certificates and the other (RavnAir CONNECT) operates
under an FAA Part 135 certificate. In addition to carrying
passengers, many of whom fly on Medicaid-subsidized tickets, other
key customers include companies in the oil and gas industry, the
seafood industry, the mining industry, and the travel and tourism
industries.
Ravn Air Group and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10755)
on April 5, 2020. At the time of the filing, Debtors was estimated
to have assets of between and $100 million to $500 million and
liabilities of the same range.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Keller Benvenutti Kim LLP as bankruptcy counsel;
Blank Rome LLP as special corporate and local bankruptcy counsel;
Conway Mackenzie, LLC as financial advisor; and Stretto as claims
and noticing agent.
REAGOR-DYKES MOTORS: Seeks to Hire Bracewell as Litigation Counsel
------------------------------------------------------------------
Reagor-Dykes Motors, LP and its affiliates seek approval from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Bracewell LLP as special litigation counsel.
Bracewell will assist Debtors in identifying, analyzing and
pursuing prospective claims and causes of action against Ford Motor
Credit Company LLC beginning as of May 22, 2020.
Bracewell will not bill at hourly rates but instead will be
compensated by allocation of a portion of the contingent fee
provided to Stricklin Law Firm, P.C., the other firm hired by
Debtors as special litigation counsel.
A reserve of not less than $150,000 will be established to pay the
expenses of both firms.
Bradley Benoit, Esq., at Bracewell, disclosed in court filings that
the firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Bradley J. Benoit, Esq.
Bracewell LLP
711 Louisiana Street, Suite 2300
Houston, TX 77002
Telephone: (713) 221-1224
Facsimile: (713) 222-3204
Email: brad.benoit@bracewell.com
About Reagor-Dykes Motors
Dykes Auto Group is a dealer of automobiles headquartered in
Lubbock, Texas. It offers new and used vehicles, automobile parts,
and other related accessories as well as car financing, leasing,
repair, and maintenance services. Some of its new vehicles include
brands like Ford, Toyota, GMC, Cadillac, Chevrolet and Buick. Visit
https://www.reagordykesautogroup.com/
Automobile dealer Reagor-Dykes Motors, LP and affiliates,
Reagor-Dykes Imports LP, Reagor-Dykes Amarillo LP, Reagor-Dykes
Auto Company LP, Reagor-Dykes Plainview LP and Reagor-Dykes
Floydada LP, sought Chapter 11 protection (Bankr. N.D. Tex. Lead
Case No. 18-50214) on Aug. 1, 2018. At the time of the filing, the
Debtors estimated $10 million to $50 million in both assets and
liabilities.
On Nov. 2, 2018, five other affiliates, Reagor-Dykes II LLC,
Reagor-Dykes III LLC, Reagor Auto Mall Ltd., Reagor Auto Mall I
LLC, and Reagor-Dykes Snyder LP filed Chapter 11 petitions. The
cases are jointly administered under Case No. 18-50214.
Judge Robert L. Jones oversees the cases.
David R. Langston, Esq., at Mullin Hoard & Brown, L.L.P., serves as
Debtors' bankruptcy counsel. BlackBriar Advisors LLC is Debtors'
chief restructuring officer.
Debtors filed their Chapter 11 plan on Jan. 7, 2019.
REDWOOD TRUST: Egan-Jones Lowers Senior Unsecured Ratings to B+
---------------------------------------------------------------
Egan-Jones Ratings Company, on June 3, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Redwood Trust Inc. to B+ from BB-.
Headquartered in Mill Valley, California, Redwood Trust, Inc. is an
internally-managed specialty finance company focused on making
credit-sensitive investments in residential loans and other
mortgage-related assets, as well as residential mortgage banking
activities.
ROCHESTER DRUG: Seeks Approval to Hire CBRE as Real Estate Broker
-----------------------------------------------------------------
Rochester Drug Co-Operative, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to employ
CBRE, Inc. as its real estate broker.
The company needs the services of a real estate broker to market
its commercial real property, which it uses as distribution
facility, warehouse and office building. The property is located at
50 Jet View Drive, Rochester, N.Y.
CBRE will be paid a 3 percent commission on the gross purchase
price of the real property. The firm will not share its commission
with a cooperating broker.
Scott Belfer, senior vice president of CBRE, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Scott D. Belfer
CBRE, Inc.
250 Pehle Avenue, Suite 600
Saddle Brook, NJ 07663
Telephone: (732) 509-8930
Email: scott.belfer@cbre.com
About Rochester Drug Co-Operative
Rochester Drug Co-Operative, Inc. is an independently owned New
York cooperative corporation formed in 1905 and incorporated in
1948 with a principal office and place of business located at 50
Jet View Drive, Rochester, New York 14624. Its principal business
is to warehouse, merchandise, and then distribute, on a cooperative
basis, drugs, pharmaceutical supplies, medical equipment and other
merchandise commonly sold in drug stores, pharmacies, health and
beauty stores, and durable medical equipment business. It is a
wholesale regional drug cooperative that operates as both a buying
cooperative and a traditional drug distribution company created for
the purpose of helping independent pharmacies compete in the
current healthcare environment.
Rochester Drug Cooperative sought Chapter 11 protection (Bankr.
W.D.N.Y. Case No. 20-20230) on March 12, 2020. The Debtor was
estimated to have $50 million to $100 million in assets and $100
million to $500 million in liabilities.
The Hon. Paul R. Warren is the case judge.
The Debtor tapped Bond, Schoeneck & King, PLLC as bankruptcy
counsel; Kurzman Eisenberg Corbin & Lever, LLP as special counsel;
Huron Consulting Services LLC as financial advisor; and Epiq
Corporate Restructuring, LLC as claims and noticing agent and
administrative advisor.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on April 7, 2020. The committee tapped Pachulski Stang
Ziehl & Jones, LLP as its legal counsel, and GlassRatner Advisory &
Capital Group, LLC as its financial advisor.
ROCKPORT DEVELOPMENT: Hires Mr. VanderLey of Force Ten as CRO
-------------------------------------------------------------
Rockport Development, Inc., seeks authority from the U.S.
Bankruptcy Court for the Central District of California to employ
Mr. Michael VanderLey of Force Ten Partners, LLC, as chief
restructuring officer to the Debtor.
Rockport Development requires Force Ten to:
a. assist in formulating and preparing strategies for the
Debtor to administer its assets, including evaluating
potential sales of property, financing, or recapitalization
of the Debtor and/or its assets;
b. assist in advising the Debtor's board of directors
regarding bankruptcy strategies and evaluating both
business and legal issues which may arise in the
course of this bankruptcy case;
c. assist the Debtor and its counsel with respect to any
negotiations regarding a Chapter 11 plan and disclosure
statement, including the proposed treatment of creditors
and disposition of assets;
d. assist in the preparation of reports and other
administrative responsibilities of the Debtor imposed by
either the Bankruptcy Code, Federal Rules of Bankruptcy
Procedure, or the Office of the United States Trustee; and
e. take such other action and perform such other services as
the Debtor may require of the CRO in connection with its
Chapter 11 case.
Force Ten will be paid at these hourly rates:
Michael VanderLey $650
Other Personnel $100 to $650
Force Ten will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael VanderLey, partner of Force Ten Partners, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Force Ten can be reached at:
Michael VanderLey
FORCE TEN PARTNERS LLC
20341 SW Birch, Suite 220
Newport Beach, CA 92660
Tel: (949) 357-2360
About Rockport Development
Rockport Development, Inc, based in Irvine, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 20-11339) on May 7, 2020. In
the petition signed by CRO Michael VanderLey, the Debtor was
estimated to have $10 million to $50 million in both assets and
liabilities. The Hon. Catherine E. Bauer oversees the case. The
Debtor tapped Marshack Hays LLP, as counsel. Mr. Michael VanderLey
of Force Ten Partners, LLC, is serving as CRO to the Debtor.
ROCKPORT DEVELOPMENT: Seeks to Hire Marshack Hays as Counsel
------------------------------------------------------------
Rockport Development, Inc., seeks authority from the U.S.
Bankruptcy Court for the Central District of California to employ
Marshack Hays LLP, as counsel to the Debtor.
Rockport Development requires Marshack Hays to:
a. advise and assist the Debtor with respect to compliance
with the requirements of the Office of the U.S. Trustee;
b. conduct examinations of the witnesses, claimants, or
adverse parties and to prepare and assist in the
preparation of reports, accounts, applications, motions,
complaints, and orders;
c. advise the Debtor regarding matters of bankruptcy laws,
including the rights and remedies of the Debtor in regard
to its assets and to the claims of its creditors;
d. represent the Debtor in any proceedings or hearings in this
Court and any proceeding in any other court where the
Debtor's rights under the Bankruptcy Code may be litigated
or affected;
e. advise the Debtor concerning the requirements of the
Bankruptcy Court, the Federal Rules of Bankruptcy
Procedure, and the Local Bankruptcy Rules;
f. review claims filed in the Debtor's case, and, if
appropriate, to prepare and file objections to disputed
claims;
g. represent the Debtor in litigation affecting the Estate, as
may be requested by the Debtor;
h. investigate and, if appropriate, prosecute avoidance
actions which may be prosecuted by the Debtor;
i. assist the Debtor in the negotiation, formulation,
confirmation, and implementation of a Chapter 11 plan; and
j. take such other action and perform such other services as
the Debtor may require of the Firm in connection with its
Chapter 11 case.
Marshack Hays will be paid at these hourly rates:
Partners $470 to $650
Of Counsels $550
Associates $320 to $410
Paralegals $175 to $270
Marshack Hays received a pre-petition retainer of $90,820.50.
Marshack Hays will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Matthew W. Grimshaw, partner of Marshack Hays LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Marshack Hays can be reached at:
Matthew W. Grimshaw, Esq.
David A. Wood, Esq.
MARSHACK HAYS LLP
870 Roosevelt
Irvine, CA 92620
Telephone: (949) 333-7777
Facsimile: (949) 333-7778
E-mail: mgrimshaw@marshackhays.com
dwood@marshackhays.com
About Rockport Development
Rockport Development, Inc, based in Irvine, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 20-11339) on May 7, 2020. In
the petition signed by CRO Michael VanderLey, the Debtor was
estimated to have $10 million to $50 million in both assets and
liabilities. The Hon. Catherine E. Bauer oversees the case. The
Debtor tapped Marshack Hays LLP, as counsel. Mr. Michael VanderLey
of Force Ten Partners, LLC, is serving as CRO to the Debtor.
ROYAL CARIBBEAN: Egan-Jones Lowers Sr. Unsec. Debt Ratings to B+
----------------------------------------------------------------
Egan-Jones Ratings Company, on June 2, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Royal Caribbean Cruises Ltd to B+ from BB-.
Headquartered in Miami, Florida, Royal Caribbean Cruises Ltd.
operates as a global cruise company operating a fleet of vessels in
the cruise vacation industries.
ROYALE ENERGY: Completes Two North Jameson Wells
------------------------------------------------
Royale Energy, Inc., has completed and put into production two new
vertical low cost oil wells in its North Jameson field in the
Permian Basin in Nolan County, Texas.
The McCabe #61 was completed in the Strawn formation pumping at
rate of 106 barrels of oil per day, 40 MCF per day and no water.
The well has 25 ft. of net oil pay.
The McCabe #62 has been completed in the Odom formation pumping at
a rate of 110 barrels of oil per day. The Odom formation has 24
ft. of net oil pay.
McCabe #62 was drilled as an infill evaluation of the Odom and
Strawn. The Strawn formation has 21 ft. of net oil pay and will
remain behind pipe for a future completion. The well also
encountered 27 ft. of possible oil net pay in the Canyon/Goen
formations.
Both wells were identified using the new 3D seismic survey covering
all of Royale's North Jameson Field.
Two nearby PUD's (proved undeveloped) locations in the Jameson
field and one Sansinena oil well are currently being funded in the
Royale Reserves II project. Accredited investors can call the
company for the Royale Reserves II 506(c) Private Placement
Memorandum and will be subject to verification as an accredited
investor and other conditions.
The Whittier W-1 ST5 well in the West Whittier field has been put
on pump and the rate has increased to 158 barrels of oil per day.
Royale Energy owns 39.27% net revenue interest in the McCabe #61
and 42.67% net revenue interest in the McCabe #62 well.
Royale Energy owns approximately 29% net revenue interest in the
W1-ST5.
Well Name Initial Rate Royale's Net Revenue
Interest
--------- ------------ --------------------
McCabe #61 106 BOPD / 40 MCFPD 39.27%
McCabe #62 110 BOPD 42.67%
Whittier W1-ST5 158 BOPD 29%
About Royale Energy
Headquartered in El Cajon, CA, Royale Energy -- http://www.royl.com
-- is an independent exploration and production company focused on
the acquisition, development, and marketing of oil and natural gas.
The Company has its primary operations in California's Los Angeles
and Sacramento Basins.
Royale Energy reported a net loss of $348,383 for the year ended
Dec. 31, 2019, compared to a net loss of $23.50 million on $3.28
million of total revenues for the year ended Dec. 31, 2018. As of
March 31, 2020, the Company had $19.88 million in total assets,
$17.77 million in total liabilities, $21.64 million in convertible
preferred stock, and a total stockholders' deficit of $19.54
million.
Moss Adams LLP, in San Diego, California, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2020 citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.
RSB INVESTMENTS: Case Summary & 7 Unsecured Creditors
-----------------------------------------------------
Debtor: RSB Investments Group, LLC
1721 E Pine St.
Deming NM 88030
Business Description: RSB Investments Group LLC is a privately
held company in the traveler accommodation
industry.
Chapter 11 Petition Date: June 11, 2020
Court: United States Bankruptcy Court
District of New Mexico
Case No.: 20-11176
Judge: Hon. Robert H. Jacobvitz
Debtor's Counsel: Thomas R. Briones, Esq.
BRIONES BUSINESS LAW CONSULTING, P.C.
1121 4th St. NW, Ste. 1B
Albuquerque, NM 87102
Tel: 505-246-0120
E-mail: tb@brionesbusinesslaw.com
Total Assets: $164,327
Total Liabilities: $1,019,142
The petition was signed by Sanjivkumar Patel, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://is.gd/Yv9ZaY
RUSSELL CLARK: Chao Vang Buying Heavener Property for $135K
-----------------------------------------------------------
Russell Scott Clark and Cheryn Blair Clark ask the U.S. Bankruptcy
Court for the Eastern District of Oklahoma to authorize the private
sale of 34 acres and three chicken houses located on Reichert
Summerfield Road in Heavener, Oklahoma to Chao Vang for $135,000.
The Debtors' have secured a contract for the sale of the property.
The property is notated on the Debtors' Schedule A/B has 27062
Reichert Summerfield Road. It is the property that sits directly
across Reichert Summerfield Road from the Debtors' homestead. The
property was originally 53 acres and included a 3000 square feet
house that was in disrepair. The 19 acres with the house were
previously sold and the proceeds paid to the creditors in the case.
The Debtors propose to sell the property together with all
appurtenances and improvements located thereon to Chao Vang for
$135,000. The real property is not encumbered by a conventional
lien but may be encumbered by a judgment lien held by First
National Bank of Heavner, Oklahoma. It is a negotiated sale, with
the aid of the Layne Group with Chuck Fawcett Realty, Inc., which
the Debtors propose to close on July 3, 2020.
A closing statement of the sale will be provided by the debtors to
the Chapter 11 Trustee, Charles Greenough, and the United States
Trustee within 30 days of the sale of the subject real estate.
The funds from the sale of 0 Reichert Summerfield Road, Heavener,
Oklahoma, will be paid from by closing agent to any lien holder,
including judgment lien holders, with the surplus, if any, to the
Chapter 11 Trustee, Charles Greenough, to be held in trust until
distributed pursuant to the terms of the Debtors' Chapter 11 Plan.
A copy of the Contract is available at https://tinyurl.com/y6v6nu7p
from PacerMonitor.com free of charge.
Russell Scott Clark and Cheryn Blair Clark sought Chapter 11
protection (Bankr. E.D. Okla. Case No. 18-81371) on Dec. 13, 2018.
On May 1, 2019, Charles Greenough was appointed Chapter 11 Trustee.
SANUWAVE HEALTH: Receives $1.21 Million from Securities Sale
------------------------------------------------------------
SANUWAVE Health, Inc., entered into a securities purchase agreement
with LGH Investments, LLC, pursuant to which the Company issued to
the Investor a promissory note in the original principal amount of
$1,210,000, warrants to purchase 1,000,000 shares of common stock
and 200,000 restricted shares of common stock of the Company. In
exchange for the promissory note and warrants, the Company received
an aggregate payment of $1,100,000. The promissory note includes a
one-time interest charge of 8%. The maturity date of the
promissory note is Feb. 5, 2021. The promissory note provides that
it is convertible at any time into common stock at a conversion
price equal to $0.25 per share of common stock. The warrants have
an exercise price of $0.35 per share and have a term of five years.
The warrants may be exercised on a cashless basis if there is no
effective registration statement registering the resale of the
shares underlying the warrants at any time after the earlier of the
six-month anniversary of the date of the securities purchase
agreement and the completion of the then-applicable holding period
required by Rule 144 of the Securities Act of 1933, as amended.
The exercise price and number of shares subject to purchase under
the warrants are subject to full-ratchet adjustment upon the
occurrence of certain dilutive issuances as set forth in the
warrants. With respect to the Inducement Shares, in the event the
Company's share price has declined on the date on which the
Investor seeks to have the restricted legend removed on such
shares, the Company agrees to issue the Investor additional shares
such that the aggregate value of the Inducement Shares equals the
aggregate value of the Inducement Shares as of June 5, 2020.
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com/-- is a shockwave
technology company initially focused on the development and
commercialization of patented noninvasive, biological response
activating devices for the repair and regeneration of skin,
musculoskeletal tissue and vascular structures. SANUWAVE's
portfolio of regenerative medicine products and product candidates
activate biologic signaling and angiogenic responses, producing new
vascularization and microcirculatory improvement, which helps
restore the body's normal healing processes and regeneration.
SANUWAVE applies its patented PACE technology in wound healing,
orthopedic/spine, plastic/cosmetic and cardiac conditions. Its
lead product candidate for the global wound care market, dermaPACE,
is US FDA cleared for the treatment of Diabetic Foot Ulcers. The
device is also CE Marked throughout Europe and has device license
approval for the treatment of the skin and subcutaneous soft tissue
in Canada, South Korea, Australia and New Zealand. SANUWAVE
researches, designs, manufactures, markets and services its
products worldwide, and believes it has demonstrated that its
technology is safe and effective in stimulating healing in chronic
conditions of the foot (plantar fasciitis) and the elbow (lateral
epicondylitis) through its U.S. Class III PMA approved OssaTron
device, as well as stimulating bone and chronic tendonitis
regeneration in the musculoskeletal environment through the
utilization of its OssaTron, Evotron and orthoPACE devices in
Europe, Asia and Asia/Pacific. In addition, there are
license/partnership opportunities for SANUWAVE's shockwave
technology for non-medical uses, including energy, water, food and
industrial markets.
SANUWAVE reported a net loss of $10.43 million for the year ended
Dec. 31, 2019, compared to a net loss of $11.63 million for the
year ended Dec. 31, 2018. As of March 31, 2020, SANUWAVE had $3.12
million in total assets, $13.43 million in total liabilities, $2.25
million in redeemable preferred stock, and a total stockholders'
deficit of $12.56 million.
Marcum LLP, in New York, NY, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
30, 2020 citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SCHLUMBERGER LTD: Egan-Jones Cuts Foreign Curr. Unsec Rating to BB+
-------------------------------------------------------------------
Egan-Jones Ratings Company, on June 3, 2020, downgraded the foreign
currency senior unsecured rating on debt issued by Schlumberger Ltd
to BB+ from BBB+.
Headquartered in Houston, Texas, Schlumberger Limited is an oil
services company.
SEA OAKS COUNTRY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Sea Oaks Country Club LLC
99 Golfview Drive
Little Egg Harbor, NJ
Business Description: Sea Oaks Country Club LLC owns no tangible
assets other than some food and
liquor inventory. Its other assets are a
liquor license and accounts receivable.
Golf Club owns real property known as 99
Golfview Drive, Little Egg Harbor, Ocean
County, New Jersey.
Chapter 11 Petition Date: June 3, 2020
Court: United States Bankruptcy Court
District of New Jersey
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Sea Oaks Country Club LLC 20-17229
Sea Oaks Golf Club, LLC 20-17228
Judge: Hon. Christine M. Gravelle
Debtors' Counsel: Timothy P. Neumann, Esq.
BROEGE, NEUMANN, FISCHER & SHAVER LLC
25 Abe Voorhees Dr
Manasquan, NJ 08736-3560
Tel: (732) 223-8484
Email: tneumann@bnfsbankruptcy.com
Timothy.neumann25@gmail.com
Sea Oaks Country Club's
Total Assets: $344,873
Sea Oaks Country Club's
Total Liabilities: $12,917,455
Sea Oaks Golf Club's
Total Assets: $5,529,000
Sea Oaks Golf Club's
Total Liabilities: $13,284,259
The petitions were signed by Joseph Mezzina, managing member of J &
J Partnership.
A copy of Sea Oaks Country's petition is available for free at
PacerMonitor.com at:
https://is.gd/QGqdbh
Sea Oaks Golf Club stated it has no unsecured creditors. A
full-text copy of the petition is available for free at
PacerMonitor.com at:
https://is.gd/BC1Ycw
SEA OAKS COUNTRY: Hires Broege Neumann as Attorney
--------------------------------------------------
Sea Oaks Country Club seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Broege Neumann
Fischer & Shaver, LLC, as attorney to the Debtor.
Sea Oaks Country requires Broege Neumann to:
a) advise the Debtor as to its duties as a debtor-in-
possession under the Bankruptcy Code, including, without
limitation, the obligation to open debtor-in-possession
bank accounts, file monthly operating reports with the
Bankruptcy Court and the office of the U.S. Trustee, pay
quarterly fees to the U.S. Trustee, maintain adequate
insurance on all assets of the bankruptcy estate, pay all
post-petition taxes when due and file timely returns
thereof;
b) represent the Debtor at the 341(a) hearing and at any
meetings between applicant and creditors or creditors
committees;
c) assist the Debtor in obtaining the authorization of the
Bankruptcy Court to retain such accountants, appraisers or
other professionals whose services applicant may require in
connection with the operation of its business or the
administration of the Chapter 11 proceedings;
d) defend any motions made by secured creditors to enable
the Debtor to retain the use of assets needed for an
effective reorganization;
e) negotiate with priority, secured and unsecured creditors to
achieve a consensual resolution of their respective claims
and the incorporation of such resolution into a plan of
reorganization;
f) file and prosecute motions to expunge or reduce claims
which the Debtor disputes;
g) represent the Debtor in the Bankruptcy Court at such
hearings as may require the Debtor's presence or
participation to protect the interest of applicant and the
bankruptcy estate;
h) formulate, negotiate, prepare and file of a disclosure
statement and plan of reorganization, or liquidation, which
conforms to the requirements of the Bankruptcy Code and
applicable rules of procedure;
i) represent the Debtor at hearings on the approval of the
disclosure statement and confirmation of a plan of
reorganization and responding to any objections to same
filed by creditors or other parties in interest;
j) assist the Debtor in discharging its obligations in
consummating any plan of reorganization which is confirmed;
k) advise the Debtor whether and to what extent any of its
assets constitute cash collateral under the Bankruptcy Code
and prosecuting applications for authorization to use any
such assets; and
l) provide such other varied legal advice and services as may
be needed by applicant in the operation of its business or
in connection with the Chapter 11 proceedings.
Broege Neumann will be paid at these hourly rates:
Timothy P. Neumann $600
Peter J. Broege $590
Frank Fischer $375
David E. Shaver $375
Geoffrey P. Neumann $275
Paralegals $100
Broege Neumann will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Timothy P. Neumann, partner of Broege Neumann Fischer & Shaver,
LLC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor and its
estates.
About Sea Oaks Country Club
Sea Oaks Country Club, filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 20-17229) on June 3, 2020. The Debtor
disclosed $344,900 in assets and $12.917 million in liabilities.
Joseph Mezzina, managing member of J & J Partnership, signed the
petition.
Broege Neumann can be reached at:
Timothy P. Neumann, Esq.
BROEGE NEUMANN FISCHER & SHAVER, LLC
25 Abe Voorhees Drive
Manasquan, NJ 08736
Tel: (732) 223-8484
E-mail: Timothy.neumann25@gmail.com
SERTA SIMMONS: Moody's Lowers Rating on 1st Lien Term Loan to Ca
----------------------------------------------------------------
Moody's Investors Service downgraded Serta Simmons Bedding, LLC's
first lien term loan to Ca from Caa3, and its second lien term loan
to C from Ca. At the same time, Moody's affirmed Serta Simmons'
Corporate Family Rating at Caa3, and its Probability of Default
Rating at Caa3-PD. The rating outlook is negative.
These actions follow Serta Simmons' entry into an agreement in
principle with a majority of lenders of its first lien and second
lien term loans to recapitalize the company by allowing for certain
new super priority tranches in exchange for existing debt at an
implied valuation level that is subpar relative to the initial
investment. In total, the proposed transaction will reduce the
company's funded net debt burden by approximately $400 million.
The proposed transaction involves $200 million of new capital from
lenders in the form of an un-rated super-priority first lien
"first-out" tranche (FLFO) ranking ahead of the existing first lien
term loan. Additionally, the company will exchange a portion of its
existing first lien term loan and existing second lien term loan
into a new super-priority tranche of up to $875 million that will
be a first lien "second-out" tranche (FLSO) in payment priority
following the FLFO tranche.
The proposed transaction also gives the company the ability to
create an additional basket for super-priority "third out" debt
that would rank ahead of existing first and second lien term loans
and that can be used for future exchanges of existing first lien
and second lien term loans. Pro forma for the proposed transaction,
cash on hand will be roughly $300 million at close and there will
be no material debt maturities until 2023.
Moody's views the proposed transaction as a distressed exchange
given that a majority of existing first-lien term loan lenders will
exchange $100 of existing first lien term loans for $74 of FLSO
term loans, and the majority of existing second lien term loan
lenders will exchange $100 of existing second lien term loans for
$39 of new FLSO term loans. Additionally, Moody's believes that
term loan lenders who do not consent to the transaction will
potentially be left with little or no remaining collateral coverage
in Serta Simmons, as well as in a position that is subordinated to
new, higher priority debt. As such, upon close of the transaction,
Moody's will append the PDR with an "/LD" designation to indicate a
limited default, which will be removed after three business days.
The affirmation of the Caa3 CFR considers that, while the proposed
transaction would provide additional liquidity, Moody's believes
Serta Simmons' pro forma capital structure is not sustainable, and
as a result, there is a continued high risk of additional
distressed debt exchanges and/or a more comprehensive debt
restructuring. Despite the roughly $400 million reduction in the
company's funded debt burden, the proposed transaction will
meaningfully increase the company's cash interest cost, and
leverage will remain substantial. Pro forma debt/EBITDA is 10.6x,
Given the company's already weak operating results along with the
difficult operating environment created by the corona virus
pandemic, that metric will increase to approximately 15x over the
next 12-18 months.
The downgrade of the existing first lien term loan to Ca from Caa3
reflects weakening recovery prospects from the subordination to
higher priority debt including the new FLFO tranche and FLSO
tranche that will materially weaken recovery prospects. The
downgrade of the second lien term loan to C from Ca reflects even
weaker recovery prospects compared to the new FLFO tranche, FLSO
tranche and existing first lien term loan.
Serta Simmons Bedding, LLC ratings affirmed:
Corporate Family Rating, at Caa3
Probability of Default Rating, at Caa3-PD
Serta Simmons Bedding, LLC ratings downgraded:
Senior Secured First Lien Term Loan due 2023 to Ca (LGD5) from
Caa3 (LGD3);
Senior Secured Second Lien Term Loan due 2024 to C (LGD6) from
Ca (LGD5)
The outlook is negative.
RATINGS RATIONALE
Serta Simmons' Caa3 CFR reflects Moody's concern regarding the
sustainability of the company's debt capital structure given the
company's substantial pro forma and projected leverage, and
aggressive financial policy under private equity ownership, evident
by the $670 million debt financed dividend paid in 2016 and its
continued high financial leverage. The ratings are also constrained
by the volatility in profitability and cash flows experienced
during economic downturns. Positive consideration is given to Serta
Simmons' solid scale with revenue of about $2.2 billion, leading
market share, well-known brand names and product development
capabilities.
Serta Simmons is moderately exposed to environmental, social and
governance (ESG) risks. The company uses, transports, and stores
chemicals in its foam manufacturing process. A failure to adhere to
environmental regulations and safe practices could result in
financial penalties and remediation costs.
The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The consumer
products sector has been one of the sectors affected by the shock
given its sensitivity to consumer demand and sentiment. More
specifically, the weaknesses in Serta Simmons' credit profile,
including its exposure to multiple affected countries have left it
vulnerable to shifts in market sentiment in these unprecedented
operating conditions and the company remains vulnerable to the
outbreak continuing to spread. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety. The action
in part reflects the impact on Serta Simmons of the breadth and
severity of the shock, and the broad deterioration in credit
quality it has triggered.
The negative outlook considers Moody's view that Serta Simmons' pro
forma capital structure is not sustainable, and as a result, there
is a continued high risk of additional distressed debt exchanges
and/or a more comprehensive debt restructuring. It also reflects
Moody's view that Serta Simmons' ability to materially improve
revenues, earnings and free cash flow is weakened by efforts to
curtail the coronavirus and an anticipated pullback in consumer
spending.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgrade further if Serta Simmons' liquidity or
recovery values weaken, or should Moody's feel the company's
capital structure is becoming increasingly unsustainable. This
would include an increased probability that Serta Simmons will
pursue a debt restructuring.
An upgrade would require that Serta Simmons materially improve its
operating performance and reduce its financial leverage. Moody's
would also need to gain greater comfort that the company's capital
structure is sustainable before considering an upgrade.
The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.
Serta Simmons Bedding, LLC is the parent company of Serta
International Holdco, LLC ("Serta") and Simmons Bedding Company,
LLC ("Simmons"). Both Serta and Simmons manufacture, distribute and
sell mattresses, foundations, and other related bedding products.
The company's brand names include, Serta, Beautyrest, Tuft & Needle
and Simmons. The company is majority owned Advent International and
generates about $2.2 billion in annual revenue.
SHAPPHIRE RESOURCES: Response to MTGLQ Investors Objections
-----------------------------------------------------------
Debtor Shapphire Resources submitted a response to an objection
filed by undersecured creditor MTGLQ Investors, LP, to the Amended
Chapter 11 Disclosure Statement in support of the Debtor's Chapter
11 Plan.
Shapphire points out that the Disclosure Statement contains
adequate information regarding the treatment of MTGLQ's claim.
Shapphire further points out that the Disclosure Statement contains
adequate information regarding the new value contribution to be
made by Debtor's Manager.
Shapphire asserts that the Disclosure Statement contains adequate
information regarding Debtor's ability to propose a feasible plan;
feasibility is a plan confirmation, not a disclosure statement
issue.
General Insolvency Counsel for the Debtor:
RAYMOND H. AVER
LAW OFFICES OF RAYMOND H. AVER
A Professional Corporation
10801 National Boulevard, Suite
Los Angeles, California 90064
Telephone: (310) 571-3511
E-mail: ray@averlaw.com
About Shapphire Resources
Shapphire Resources, LLC's principal assets are located at 2770
Cold Plains Drive Hacienda Heights, CA 91745.
Shapphire Resources previously filed for bankruptcy protection
(Bankr. C.D. Cal. Case No. 10-57493) on Nov. 4, 2010.
Shapphire Resources filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Cal. Case No. 17-15033) on April 24, 2017. In the petition
signed by Susan Tubianosa, manager, the Debtor was estimated to
have $1 million to $10 million in both assets and liabilities. The
Hon. Neil W. Bason oversees the case. The Law Offices of Raymond
H. Aver, a professional corporation, represents the Debtor.
SOGIO INVESTMENTS: Allowed to Use Cash Collateral on Interim Basis
------------------------------------------------------------------
Judge Edward Morris of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Sogio Investments, LLC to use cash
collateral solely for the expenditures listed on the budget, save
and except the Office Management Fee of $6,000.
The Debtor is prohibited from making any payments to its principals
or owners, for expense reimbursement, management fees or otherwise,
during the term of the Order.
The Debtor will provide the following adequate protection:
(a) The Debtor will strictly comply with the attached Budget;
(b) The Debtor will file its monthly operating reports with
the Bankruptcy Court on a timely basis, thus providing monthly
financial statements to Pender West Credit 1 REIT LLC, HFH Capital
LLC and First Corporate Solutions by and through the Bankruptcy
Court's electronic noticing process;
(c) Pender, HFH and FCS are granted replacement liens and
security interests in the Debtor's assets but only to the same
extent, validity and priority that the liens and security interests
existed prior to the bankruptcy filing. The replacement lien will
not cover causes of action governed by Chapter 5 of the Bankruptcy
Code.
(d) Pender is granted a section 507(b) administrative expense
claim to the extent of any diminution in the value of its
collateral from the Debtor's use of such collateral. The amount of
such claim is subject to approval of the Bankruptcy Court, and
Debtor and Pender reserve their respective rights with respect to
the amount of the claim.
A final hearing on the use of cash collateral will be held on June
17, 2020 at 11:00 a.m.
About Sogio Investments
Sogio Investments, LLC -- https://www.thesogiobuilding.com/ -- owns
and operates The SoGio Building, a 70,000 sq.ft. state of the art
office building located in Keller, Texas.
Sogio Investments, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-41918) on May 29,
2020. The Petition was signed by Fernando Sotelo, member. The
case is assigned to Judge Edward L. Morris. The Debtor is
represented by Areya Aurzada, Esq. at HOLDER LAW. At the time of
filing, the Debtor had $13,761,268 in assets and $11,294,174 in
debts.
SOUTH BEACH: Court Conditionally Approves Disclosure Statement
--------------------------------------------------------------
Judge Lori V. Vaughan has ordered that the Disclosure Statement
filed by South Beach Street Development, Ltd., is conditionally
approved.
A combined hearing to consider approval of the Disclosure Statement
and confirmation of the Plan will be held on July 7, 2020 at 2:00
p.m. in Courtroom C, Sixth Floor, of the United States Bankruptcy
Court, 400 West Washington Street, Orlando, Florida 32801.
Creditors and other parties-in-interest will 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 will file its objection no later than seven days
before the date of the Confirmation Hearing.
The debtor shall file a ballot tabulation no later than two days
before the date of the Confirmation Hearing.
About South Beach Street
South Beach Street Development, Ltd., is a single asset real estate
entity that exists to own 2.73 acres of real property located in
Volusia County, Florida. The Property is vacant land that Debtor
has owned since 2005. It purchased the Property with the goal of
developing the Property for multifamily housing. The General
Partner of the Debtor is South Beach Street Development, Inc.,
which owns one a 1% interest in the Debtor. Fabrizio Lucchese is
the President of the General Partner. Jaymor Financing Partnership
I, Ltd., owns the remaining 99% limited partnership interest in
Debtor.
South Beach Street Development filed its voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-02337) on April 23, 2020. At the time of filing, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities. Bradley J Anderson, Esq., at Zimmerman Kiser &
Sutcliffe, P.A., represents the Debtor.
SOUTHWEST AIRLINES: Offers Employees Buyouts & Temporary Leaves
---------------------------------------------------------------
Reuters reported that Southwest Airlines extended buyout packages
and offered employees with temporary paid leaves as the carrier
braces for a slow recovery from the coronavirus pandemic.
Southwest, which has not imposed any layoffs or furloughs in its
49-year history, said its flying capacity would probably be down
about 30 percent in the fall.
"While overstaffing isn't tied 100 percent to capacity levels, it
would be fair to assume that we are overstaffed in many areas by a
similar percentage," Southwest said in the documents.
Southwest is offering leaves of a minimum of six months with
benefits and 50 per cent pay for most employees, excluding pilots,
who would receive about 61 per cent pay. The maximum leave period
varies, and the airline said it "may return employees to work
earlier if needed for operational needs."
Buyouts are being offered to employees depending on their time with
the company. Employees with more than 10 years experience would
receive a year's pay, health benefits and four years of flight
privileges. Pilots would receive about two-thirds of their average
salary for five years, or until they reach age 65.
"These programs are critical components to voluntarily reduce our
workforce so that we can preserve the long-term viability of our
company," Southwest Chief Executive Gary Kelly said in one
document.
Jon Weaks, who heads the Southwest Airlines Pilots Association
(SWAPA), said the packages had been well-received by pilots and
noted the temporary leaves give the company flexibility to call
employees back to work if demand picks up. Weaks has said he
believes that most of Southwest's staffing reductions could be
achieved through voluntary measures.
Southwest called the packages the most generous in its history and
as "appealing as it could afford."
The deadline to apply is July 15.
About Southwest Airlines
Southwest Airlines Co. operates a passenger airline that provides
scheduled air transportation services in the United States and
near-international markets. Southwest Airlines was founded in 1967
and is based in Dallas, Texas.
* * *
The aviation and airline industry has been severely affected by the
economic shutdowns and travel restrictions brought by the
Coronavirus pandemic.
Southwest is among U.S. airlines that have received billions of
dollars in government payroll aid. The federal aid bans any forced
job cuts before October 2020.
SPAIN TO MAINE: Seeks to Hire J F Valley as Legal Counsel
---------------------------------------------------------
Spain to Maine Hauling, LLC, seeks authority from the US Bankruptcy
Court for the Northern District of Mississippi to hire J F Valley
Esq P A as its legal counsel.
The Debtor requires assistance of legal counsel to:
a. prepare records and reports required by Bankruptcy Code and
Rules;
b. prepare applications and proposed orders for submission to
the Court;
c. identify and prosecution of claims and causes of action;
d. review and examine proofs of claims;
e. advise the Debtor in connection with the plan or
reorganization and negotiate with creditors; and
f. assist the Debtor in performing other duties that may be
required by the Court.
The normal hourly billing rate for proposed counsel is $300 per
hour, but it is contemplated that counsel will seek
compensation at the rate of $200 per hour; and requests for payment
will be made on an interim basis.
James F. Valley, Esq. attests that he is a disinterested person in
accordance with 11 U.S.C. Sec. 327; 11 U.S.C. Sec. (101(14) and
does not hold nor represent any adverse interest in the Debtor.
The attorney can be reached through:
James Fitzgerald Valley, Esq.
J F Valley Esq P A
423 Rightor St
72342 Helena, AK
Phone: +1 888-225-0811
About Spain to Maine Hauling, LLC
Based in Greenville, Mississippi, Spain to Maine Hauling, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Miss. Case No. 20-11673) on April 29, 2020, listing under $1
million in both assets and liabilities. James F. Valley, Esq. at J
F VALLEY ESQ PA represents the Debtor as counsel.
STAGE STORES: Seeks to Hire PJ Solomon as Investment Banker
-----------------------------------------------------------
Stage Stores, Inc. and Specialty Retailers, Inc. seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ PJ Solomon, L.P. and PJ Solomon Securities, LLC as
investment banker.
Solomon will perform the following investment banking and financial
advisory services in connection with Debtors' Chapter 11 cases:
(a) General Financial Advisory Services. Solomon will:
(i) to the extent it deems necessary, appropriate, and
feasible, familiarize itself with the business, operations,
properties, financial condition, and prospects of the Debtors; and
(ii) if the Debtors determine to undertake a Transaction,
advise and assist the Debtors in structuring and effecting the
financial aspects of such a transaction or transactions, subject to
the terms and conditions of this agreement.
(b) Restructuring Services. If the Debtors pursue a
Restructuring, Solomon will:
(i) provide financial advice and assistance to the Debtors
in developing and seeking approval of a Restructuring plan (as the
same may be modified from time to time, a "Plan"), which may be a
plan under chapter 11 of title 11 of the United States Code;
(ii) if requested by the Debtors, in connection therewith,
provide financial advice and assistance to the Debtors in
structuring any new securities to be issued under the Plan;
(iii) if requested by the Debtors, advise and assist the
Debtors in negotiations with entities or groups affected by the
Plan; and
(iv) if requested by the Debtors, participate in hearings
before the Bankruptcy Court with respect to the matters upon which
Solomon has provided advice, including, as relevant, coordinating
with the Debtors' counsel with respect to testimony in connection
therewith.
(c) Financing Services. If the Debtors pursue a Financing,
Solomon will:
(i) provide financial advice and assistance to the Debtors
in structuring a Financing, identifying potential Investors, and,
at the Debtors' request, contacting such Investors;
(ii) if Solomon and the Debtors deem it advisable, assist
the Debtors in developing and preparing a memorandum (with any
amendments or supplements thereto, the "Financing Offering
Memorandum") to be used in soliciting potential Investors, it being
agreed that (A) the Financing Offering Memorandum shall be based
entirely upon information supplied by the Debtors, (B) the Debtors
shall be solely responsible for the accuracy and completeness of
the Financing Offering Memorandum, and (C) other than as
contemplated by this subparagraph (c)(ii), the Financing Offering
Memorandum shall not be used, reproduced, disseminated, quoted or
referred to at any time in any way, except with Solomon's prior
written consent; and
(iii) if requested by the Debtors, advise and assist the
Debtors in negotiations with potential Investors.
The Debtors do not believe that the services to be rendered by
Solomon will be duplicative of the services performed by any other
professional retained by the Debtors in these chapter 11 cases. The
Debtors will ensure that Solomon works with the Debtors' other
professionals to minimize and avoid duplication of services.
Solomon and the Debtors have agreed to the following terms of
compensation and expense reimbursement:
(a) Monthly Advisory Fee. A monthly financial advisory fee of
$150,000 per month. The first Monthly Advisory Fee was due and
payable on May 1, 2020, and each subsequent Monthly Advisory Fee
will become due and payable on the monthly anniversary thereafter.
The aggregate amount of Monthly Advisory Fees actually paid to
Solomon following payment of the third Monthly Advisory Fee shall
be credited, once, against any Restructuring Transaction Fee, Sale
Transaction Fee, or Financing Transaction Fee payable to Solomon;
(b) Restructuring Transaction Fee. Upon the consummation of a
Restructuring, the Debtors shall pay Solomon a transaction fee
equal to 1.0% of the sum of the (i) aggregate principal amount of
the Debtors' funded indebtedness (including accrued and unpaid
interest), (ii) liquidation preference of the Debtors' preferred
stock (including any accrued and unpaid dividends), and (iii) face
value of any other obligations, in the case of clauses (i), (ii),
and (iii), restructured or recapitalized (including without
limitation, through any exchange, conversion, cancellation,
forgiveness, retirement, and/or a material modification or
amendment to the terms, conditions, or covenants thereof).
(c) Financing Transaction Fee. If any Financing is consummated
or the Debtors receive and accept written commitments for one or
more Financings and concurrently or thereafter consummate a
Financing, the Debtors will pay to Solomon a financing fee: (i)
1.0% for senior secured debt (including, without limitation, DIP
Financing and any revolving credit facility); provided, however,
that the Financing Transaction Fee in respect of
debtor-in-possession Financing provided by Wells Fargo and/or
Pathlight shall be 0.50%; (ii) 2.0% for junior secured, "last-out,"
or "FILO" debt, or any unsecured debt, including subordinated or
mezzanine debt, or unitranche debt (i.e., combining different types
of debt, such as senior and subordinated, into one instrument);
(iii) 5.0% for common, preferred, or other equity, including,
without limitation, securities or debt convertible into equity or
equity-linked debt; and (iv) with respect to any other securities
or indebtedness issued, such financing fees or other compensation
as shall be customary under the circumstances and mutually agreed
by the Debtors and Solomon.
(d) Sale Transaction Fee. Upon the consummation of a Sale
Transaction, the Debtors shall pay to Solomon a transaction fee
equal to a percentage of Aggregate Consideration paid or payable in
connection with a Sale in accordance with the fee schedule set
forth on Exhibit B to the Engagement Letter, subject in all cases
to a minimum fee of $2 million payable upon the closing of the Sale
Transaction. In the event that any part of the consideration in
connection with any Sale will be payable at any time following the
consummation thereof, the term Aggregate Consideration shall
include the present value of such future payment or payments;
(e) Expense Reimbursement. Solomon will receive reimbursement
of up to $100,000.
In the 90-day period prior to the petition date, Debtors paid
Solomon certain fees earned in the ordinary course under the
Engagement Letter. Specifically, (a) on March 23, 2020, Solomon
received $250,000 on account of the Initial Fee due under the
Engagement Letter, $10,861.61 in connection with expense
reimbursements, and a $20,000 retainer for reimbursement of
expenses, and (b) on May 8, 2020, Solomon received $150,000 on
account of the May Monthly Advisory Fee. Solomon will apply the
$20,000 in retainer amounts received from the Debtors before the
petition date first to any prepetition expenses incurred but not
reimbursed prepetition, and second to any post-petition expenses.
Mark Hootnick, managing director at PJ Solomon, L.P., disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Mark Hootnick
PJ Solomon, L.P.
1345 Avenue of the Americas 31st Floor
New York, NY 10105
Telephone: (212) 508-1665
Email: mhootnick@pjsolomon.com
About Stage Stores
Stage Stores, Inc. and Specialty Retailers, Inc. are apparel,
accessories, cosmetics, footwear, and home goods retailers that
operate department stores under the Bealls, Goody's, Palais Royal,
Peebles, and Stage brands and off-price stores under the Gordmans
brand. Stage Stores operates approximately 700 stores across 42
states. Its department stores predominately serve small towns and
rural communities while its off-price stores are mostly located in
mid-sized Midwest markets. For more information, visit
http://www.stagestoresinc.com/
Stage Stores and Specialty Retailers sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 20-32564) on May 10, 2020. The
petitions were signed by Michael L. Glazer, president and chief
executive officer.
Debtors disclosed $1,713,713,000 in total assets and $1,010,210,000
in total debt as of Nov. 2, 2019.
Judge David R. Jones oversees the cases.
Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel; Jackson
Walker L.L.P. as local bankruptcy counsel; PJ Solomon, L.P. as
investment banker; Berkeley Research Group, LLC as restructuring
advisor; and A&G Realty as real estate consultant. Gordon Brothers
Retail Partners, LLC, will manage Debtors's inventory clearance
sales. Kurtzman Carson Consultants LLC is the claims agent.
STAR PETROLEUM: Puma Seeks to Defer Deadline to Respond to Plan
---------------------------------------------------------------
Puma Energy Caribe, LLC, on March 18, 2020, filed with the
Bankruptcy Court its Disclosure Statement and Chapter 11 Plan of
Reorganization.
On March 23, 2020, the Court entered an order scheduling the
hearing to consider the approval of Debtor's Disclosure Statement
for May 26, 2020.
On May 13, 2020, Puma made an appearance in this case and requested
an extension of seven days to submit its position regarding the
Disclosure Statement filed by Debtor.
On May 14, this Honorable Court rescheduled the Disclosure
Statement hearing scheduled for this case for July 15, 2020.
Despite Puma's best effort, it has not been able to complete the
review of all information necessary to confirm the assertions made
by Debtor in its Disclosure Statement.
As such, Puma requests an extension of time, until July 1, 2020, to
obtain and review all pertinent information regarding its interests
and allow for the parties to reach an agreement as to potential
objections to the Disclosure Statement.
Attorneys for Puma Energy Caribe LLC
CARLOS INFANTE
ESTRELLA, LLC
P.O. Box 9023596
San Juan, Puerto Rico 00902-3596
Tel.: (787) 977-5050
Fax: (787) 977-5090
Email: cinfante@estrellallc.com
About Star Petroleum Corp.
Star Petroleum, Corp., based in Toa Alta, PR, filed a Chapter 11
petition (Bankr. D.P.R. Case No. 20-00558) on Feb. 5, 2020. In the
petition signed by Sami Abraham, president, the Debtor disclosed
$6,782,500 in liabilities. CHARLES A. CUPRILL, PSC LAW OFFICES,
serves as bankruptcy counsel to the Debtor.
STATTUS TECHNOLOGY: Seeks Access to Swift Capital Cash Collateral
-----------------------------------------------------------------
Stattus Technology, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Florida to the use of
cash collateral on which Swift Capital PayPal alleges a first
priority lien.
As of the Petition Date, the Debtor is allegedly indebted to Swift
Capital in the total amount of approximately $32,027.
As a condition to the Debtor's use of cash collateral, the Debtor
will operate strictly in accordance with the Budget and spend cash
collateral, not to exceed 10% above the amount shown in the Budget.
As adequate protection, the Debtor offers Swift Capital a valid,
perfected lien upon, and security interest in, to the extent and in
the order of priority of any valid lien pre-petition, all cash
generated post-petition by the Property.
A copy of the Motion is available for free at https://is.gd/3VMioT
from PacerMonitor.com.
About Stattus Technology
Stattus Technology Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-15929) on May 29,
2020. The Petition was signed by Micah Rayburn, president/CEO.
The case is assigned to Judge Erik P. Kimball. The Debtor is
represented by Alan R. Crane, Esq. at FURRCOHEN P.A. At the time
of filing, the Debtor had $50,001 to $100,000 in assets and
$100,001 to $500,000 in liabilities.
STEAKHOUSE HOLDINGS: Hires KellerWilliams Realty as Broker
----------------------------------------------------------
Steakhouse Holdings, LLC, seeks permission from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Diane McCauley
of KellerWilliams Realty Atlanta North & Diane McCauley &
Associates as an associate broker to market Debtor's real property
and certain related assets.
The broker would be compensated from any sale of Debtor's property
based on a listing agreement, receiving a percentage of the sale
price at the time of such a sale closing occurs. Because The broker
agreed to list the property after it was already under contract
with the Stalking Horse Bidder; and a commission only applied to
proceeds above the SHB's proposed offer, a highly unorthodox
accommodation, she will receive a modest $1,500 administrative and
marketing expense fee if the property does not sell or if it sells
between $450,000 and $455,000. Without the latter provision, she
would earn virtually zero commission after expense. This will
reimburse The broker for out-of-pocket expenses and marketing
materials. Thereafter, for any sale between $450,000 and $455,000,
The broker will receive an additional $4,000 as compensation, which
is shared with the selling agent. And for any sale over $455,000,
The broker will receive the $4,000, plus 20 percent of any amounts
over $455,000, the $4,000 and 20 percent would be shared with a
selling agent.
The broker neither holds nor represents any interest materially
adverse to Debtor or its estate and is not a creditor of Debtor,
according to court filings.
The broker can be reached through:
Diane McCauley
KellerWilliams Realty Atlanta North &
Diane McCauley & Associates
3730 Roswell Road
Marietta, GA 30062
Tel: (678) 337-3511
Fax: (678) 623-5982
About Steakhouse Holdings
Steakhouse Holdings, LLC, filed a voluntary Chapter 11 petition
(Bankr. N.D. Ga. Case No. 19-68250) on Nov. 12, 2019, and is
represented by Garrett A. Nail, Esq., at Portnoy Garner & Nail,
LLC. The Debtor reported under $1 million in both assets and
liabilities.
SUMMIT HME: Aero Care Buying All Assets for $784K Cash
------------------------------------------------------
Summit HME, Inc. asks the U.S. Bankruptcy Court for the Western
District of Texas to authorize the sale of substantially all assets
to Aero Care Holdings, Inc. for $784,461 in cash.
The issues which resulted in the filing of the bankruptcy case were
brought about due to financial problems which followed the passage
of the Affordable Care Act in 2010. Prior to the filing of the
case, the Debtor's principals determined that the Debtor's business
may be able to be sold for a significant sum. In order for the
Debtor to be in a position to successfully market the business for
a potential sale, the business had to remain operating as a going
concern to retain its value. Rather than risk continued legal
actions being taken by creditors which would effectively shut down
the business, the Debtor's principals decided to file the Chapter
11 case to preserve and protect the assets of the estate so that
the Debtor could either file a plan of reorganization or
effectively market and sell the business -- whichever option would
be in the best interest of the Debtor's creditors.
After conferring with the Debtor's counsel, it was determined that
the Debtor should obtain a formal appraisal of the business from an
appraiser familiar with the Debtor's industry. After completing
his investigation and analysis, the appraiser produced a report
determining that the value of the Debtor's assets as of April 30,
2019, was $423,459. After obtaining the appraisal in June 2019,
the Debtor's representative attempted to obtain a higher bid from
the potential buyer and from other potentially interested buyers,
without success.
On July 31, 2019, the United States Trustee's office filed a Motion
to Dismiss Case or, in the Alternative, Motion to Convert Case from
Chapter 11 to Chapter 7, citing a lack of progress on a sale and no
plan being filed. On Sept. 3, 2019, the Debtor filed a Plan of
Reorganization and Disclosure Statement. The Court approved the
First Amended Disclosure Statement and set a confirmation hearing
on the First Amended Plan. On Nov. 25, 2019, the Court entered the
Order Confirming the Debtor's First Amended Plan.
In January, 2020, the Debtor's representative raised concerns about
whether or not the Debtor would be able to fully consummate the
plan. Although the Debtor's representative had the backing of an
investor who appeared at the confirmation hearing, it became clear
that even with such investor loaning the Debtor's principal the
funds needed to meet the March 31, 2020, equity funding deadline,
the ability to meet all of the future monthly secured claim
obligations appeared in doubt. As such, the Debtor's principal
began contacting potential buyers once again.
An entity known as Aero Care expressed interest and sent the Debtor
a letter of intent offering to purchase substantially all of the
assets of the Debtor. The parties have agreed to a sale of the
Debtor's assets to Aero Care for $784,461 in cash.
The Purchase Price will be used to pay (A) the sums required to be
paid to creditors under the Confirmation Order including the
balance due and owing to the Internal Revenue Service for the
Debtor's pre-petition taxes; (B) the ad valorem property taxes due
for the years' 2019 & 2020; (C) all post-petition and
post-confirmation taxes due and owing to the Internal Revenue
Service; (D) all United States’ Trustee Fees for the 1st and 2nd
quarter of 2020; (E) the remaining sums due Debtor’s counsel
previously approved by the Court; and (F) certain post-confirmation
obligations incurred by the Debtor which are set forth in Exhibit
B. Under the terms of the sale the AeroCare is not assuming any
obligations or liabilities of Debtor of any kind in connection
with its purchase of the assets and is not assuming any obligations
or liabilities of any kind related to the Debtor's
post-confirmation operations or creditors.
The Debtor's representative believes the proposed sale is in the
best interest of the Debtor and its creditors, and it is the only
way the Debtor can successfully pay the sums required by the
confirmed First Amended Plan and Confirmation Order. The counsel
for the Buyer and the Seller have prepared an Agreement for Sale
and Purchase of Assets.
The property of the Debtor which is the subject of the Motion is
all of the Debtor's Assets. As more particularly set forth in the
PSA, the Buyer is not assuming any obligations or liabilities of
Debtor of any kind in connection with its purchase of the Property.
Further, the Buyer is not assuming any obligations or liabilities
of any kind related to the Debtor's post confirmation operations or
creditors. Accordingly, the Debtor asks to sell the Property free
and clear of liens, claims, encumbrances and interest.
These liens, claims, encumbrances and interests are known to exist
against the Property:
A. Ad valorem property taxes owed to Bexar County and the
entities for which it collects such taxes for the 2019 and 2020 tax
years.
B. Pride - $2,989.73 plus interest accruing through the date
of sale.
C. VGM - $125,798.35 plus interest accruing through the date
of sale.
D. Leaf - $38,994.74 plus interest accruing through the date
of sale.
E. ResMed - $250,000.00 plus interest accruing through the
date of sale.
F. Auto Lenders referenced in the Motion. These creditors are
secured only by the motor vehicles serving as collateral for the
indebtedness held by such creditors.
Five other creditors filed secured claims in this case or have
represented that they have a secured claim, as follows:
A. FC Marketplace, LLC - filed a proof of claim (Claim No. 7)
for $371,104, asserting a fully secured claim. The creditor was
not treated as a secured creditor in the Debtor's confirmed plan
because the value of the Debtor's assets was fully encumbered by
the claims of earlier perfected secured creditors.
B. Wells Fargo Bank, N.A. – filed a proof of claim (Claim
No. 8) for $11,629, asserting collateral valued at $11,000. The
creditor was not treated as a secured creditor in the Debtor's
confirmed plan because the asserted collateral was not owned by the
Debtor on the petition date.
C. EIN Cap, Inc. - filed a proof of claim (Claim No. 19) for
$55,921 asserting a fully secured claim. This creditor was not
treated as a secured creditor in the Debtor's confirmed plan
because the value of the Debtor's assets was fully encumbered by
the claims of earlier perfected secured creditors.
D. McKesson Medical-Surgical Minnesota Supply, Inc. - filed a
proof of claim (Claim No. 21) for $133,293. The creditor was not
treated as a secured creditor in the Debtor's confirmed plan
because the value of its assets was fully encumbered by the claims
of earlier perfected secured creditors and the goods upon which a
security interest was claimed were not owned by the Debtor on the
petition date.
E. Standard Financing (DKMA, LLC), also known as The Smarter
Merchant – the creditor was scheduled by the Debtor as holding a
$389,816 unsecured claim. The creditor did not file a proof of
claim or participate in the plan confirmation but the counsel for
the entity contacted the Debtor's counsel and stated he believed
the claim was secured. The creditor was not treated as a secured
creditor in the Debtor's confirmed plan because the value of the
Debtor’s assets was fully encumbered by the claims of earlier
perfected secured creditors. Further, the purported security
interest was founded upon an alleged sale or assignment of
receivables which are not assignable pursuant to 42 U.S.C. Section
1396a(a)(32).
With respect to the foregoing creditors, the Debtor does not own
sufficient assets against which such creditors can claim a security
interest. The assets were valued at $423,459, and the referenced
valid secured claims exceed this amount. However, the Purchase
Price is high enough to pay all creditors at least the sums they
were required to receive under the confirmed plan and confirmation
order.
The Debtor is required to use the Purchase Price of $784,461 to
ensure payment of the sums referenced. To ensure proper
distribution of the proceeds, Debtor proposes the following
procedure:
A. Upon the entry of a Non-Appealable Order, the Buyer will
wire the Purchase Price to the Debtor's counsel who will serve as
an escrow agent only for the purpose of the sale transaction
contemplated;
B. The Escrow Agent will receive the Purchase Price into a bank
account established solely for the purpose of completing the
transaction contemplated, and will pay the following:
(1). The sums due to Bexar County for the Debtor’s ad
valorem property taxes for 2019;
(2). In remaining sums due to the Internal Revenue Service
on its claim for Pre-Petition payroll taxes;
(3). All sums due to the Internal Revenue Service for
Post-Confirmation payroll taxes;
(4). The following sums due to the secured creditors in
this case, which will be in full and final payment and satisfaction
of their liens against the Debtor's Assets: (a) Pride Mobility
Products Corporation - $2,990; (b) VGM Financial Services -
$125,798; (c) Leaf Capital Funding, LLC - $38,995; (d) ResMed, Inc.
- $262,447; (e) the sum of $9,750 to the United States Trustee for
quarterly fees due; (f) the unsecured creditor dividends set forth
in Exhibit C; and (g) the sums shown on Exhibit B for Post-
Confirmation Creditors.
C. The Escrow Agent may retain up to $1,00 from the sale
proceeds to defray any costs associated with closing the sale and
sufficient funds to pay up to two quarters of additional United
States Trustee fees (i.e. for the 3rd and 4th quarter of 2020) to
allow sufficient time to complete administration and consummation
of the Plan;
D. The Escrow Agent is authorized to pay all creditors either
through wire transfer or paper checks. In the event any particular
creditor payments are by paper check, Escrow Agent will make the
checks stale dated as of 90 days from the date of each such check.
E. Any remaining funds after payment of the foregoing sums will
be deposited into the registry of the Court.
F. The Debtor asks a finding from the Court that the sums
authorized to be paid pursuant to any order approving the Sale
Motion will constitute the amounts that such creditors will be due
from the Sale.
Good and sufficient reasons for approval of the Agreement and the
Sale have been articulated. The relief requested in the Sale
Motion is in the best interests of the Debtor, its estate, its
creditors and other parties-in-interest, including the equity
owners of the Debtor.
The Debtor further asks that the Court orders that the Sale Order
will take effect immediately and will not be stayed pursuant to
Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, Federal Rule of
Civil Procedure 62(a) or otherwise, and that the Debtor and the
Buyer are authorized to close the Sale immediately upon entry of
the Order. It will be unable to pay the claims provided for in its
Plan absent approval of the Motion and the ability to timely pay
its creditors at least the sums provided for in its confirmed plan
and the confirmation order necessitates the authorization to
promptly pay creditors upon approval of the Motion and receipt of
the Purchase Price from the Buyer.
A copy of the Agreement is available at
https://tinyurl.com/y7x7xc42 from PacerMonitor.com free of charge.
About Summit HME
Summit HME, Inc. -- https://summithmeinc.com/ -- is a family-owned
supplier of home medical equipment in San Antonio, Texas. Aside
from home medical equipment products, the company also provides
services such as insurance-billing, home delivery and setup,
clinical programs, emergency support, and home evaluations and
installations of its accessibility product lines.
Summit HME sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Case No. 18-52675) on Nov. 8, 2018. In the
petition signed by Shawn R. McCormick, president and CEO, the
Debtor was estimated to have assets of less than $1 million and
liabilities of $1 million to $10 million. Judge Craig A. Gargotta
oversees the case. The Debtor tapped the Law Office of Anthony H.
Hervol as its legal counsel.
SYNCHRONOSS TECHNOLOGIES: Three Proposals Passed at Annual Meeting
------------------------------------------------------------------
Synchronoss Technologies, Inc., held its annual meeting of
stockholders on June 3, 2020, at which the stockholders: (a)
elected Thomas J. Hopkins, Kristin S. Rinne, and Robert Aquilina as
directors, (b) ratified the appointment of Ernst & Young LLP as the
Company's independent registered accounting firm for the fiscal
year 2020, and (c) approved the advisory proposal on executive
compensation.
About Synchronoss Technologies
Synchronoss -- http://www.synchronoss.com/-- delivers platforms,
products, and solutions including: cloud sync, backup, storage,
device set up, content transfer and content engagement for user
generated content; advanced, multi-channel messaging peer-to-peer
communications and application-to-person commerce solutions; and
digital experience management - including digital journey creation,
journey design products and IoT systems management technology for
Smart Buildings, Smart Cities, etc.
Synchronoss reported a net loss attributable to the company of
$136.73 million for the year ended Dec. 31, 2019, a net loss
attributable to the company of $243.75 million for the year ended
Dec. 31, 2018, and a net loss attributable to the company of
$109.44 million for the year ended Dec. 31, 2017.
"We believe that our existing cash, cash equivalents, marketable
securities, credit facility, and our ability to manage working
capital and expected positive cash flows generated from operations
in combination with continued expense reductions will be sufficient
to fund our operations for the next twelve months from the date of
filing based on our current business plans. However, as the impact
of the COVID-19 pandemic on the economy and our operations evolves,
we will continue to assess our liquidity needs. Given the economic
uncertainty as a result of the pandemic, we have taken actions to
improve our current liquidity position, including, reducing working
capital, reducing operating by and substantially reducing
discretionary spending. Even with these actions however, an
extended period of economic disruption as a result of COVID-19
could materially affect our business, results of operations,
ability to meet debt covenants, access to sources of liquidity and
financial condition," the company stated in its quarterly report
for the period ended March 31, 2020.
T-MOBILE US: Court Dismisses Bradley Suit with Leave to Amend
-------------------------------------------------------------
In the case, LINDA BRADLEY, et al., Plaintiffs, v. T-MOBILE US,
INC., et al., Defendants, Case No. 17-cv-07232-BLF (N.D. Cal.),
Judge Beth Labson Freeman of the U.S. District Court for the
Northern District of California, San Jose Division, granted (i) the
Defendants' motion to dismiss the Fourth Amended Complaint ("4AC")
with leave to amend; and (ii) the request for jurisdictional
discovery.
The case is about employment discrimination in "the Cyber Age."
Specifically, the Plaintiffs in the case believe that Defendants
T-Mobile and Amazon.com, Inc. routinely exclude older individuals
from viewing the employment ads they post on Facebook. In an
effort to stop that practice, the Plaintiffs commenced a putative
class action alleging violations of various federal and state
laws.
The suit concerns the Defendants' methods of recruiting prospective
employees, which the Plaintiffs believe discriminate against older
workers. In particular, both the Defendants allegedly use
Facebook's ad platform to advertise employment opportunities at
their various stores and operations. The Plaintiffs allege that
the Defendants have employed age-restricted ads on Facebook to
advertise jobs that were located throughout the states where these
employers employ workers, including jobs in the District and
elsewhere in California, the District of Columbia, and Ohio.
Specifically, as to T-Mobile, the Fourth Amended Complaint alleges
that T-Mobile advertised jobs in 42 states and the District of
Columbia; as to Amazon, the Fourth Amended Complaint alleges that
Amazon advertised for a range of positions throughout the United
States.
The Plaintiffs contend that the Defendants' use of age-restricted
employment ads is part of a pattern or practice of age
discrimination in employment advertising, recruitment, and hiring.
Accordingly, the Plaintiffs filed the putative class action,
alleging two basic legal theories. First, the Age Discrimination
in Employment Act ("ADEA") makes it unlawful for an employer to
print or public, or cause to be printed or published, any notice or
advertisement relating to employment by such employer indicating
any preference, limitation, specification, or discrimination, based
on age. The Plaintiffs believe that the Defendants' advertisements
"indicate a preference" for younger workers and against older
workers by (1) being targeted to younger workers and excluded from
older workers, and (2) informing users of the targeting through the
"Why am I seeing this" function.
Second, the ADEA makes it unlawful for an employer to fail or
refuse to hire or otherwise discriminate against any individual
with respect to his compensation, terms, conditions, or privileges
of employment, because of such individual's age. The Plaintiffs
contend that the Defendants' age-restricted advertising constitutes
disparate treatment in hiring because it is disparate treatment in
recruiting. That is, employers only hire the people who apply, who
are the people they recruit; by favoring younger workers in
recruitment, Defendants necessarily favor them in hiring.
The Plaintiffs allege these theories under the ADEA and similar
state laws. The operative Fourth Amended Complaint contains eleven
counts: (1) discriminatory publication or advertising by an
employer, in violation of the ADEA; (2) disparate treatment in
recruiting and hiring, in violation of the ADEA; (3) discriminatory
publication or advertising by an employer, in violation of the
California Fair Employment and Housing Act ("California FEHA"); (4)
discriminatory publication or advertising, in violation of the
District of Columbia Human Rights Act ("DCHRA"); (5) discriminatory
publication or advertising, in violation of the Ohio Fair
Employment Practices Law ("OFEPL"); (6) intentional discrimination
in recruiting and hiring, in violation of the California FEHA; (7)
intentional discrimination in recruiting and hiring, in violation
of the DCHRA; (8) intentional discrimination in recruiting and
hiring, in violation of the OFEPL; (9) violation of the California
Unruh Civil Rights Act; (10) violation of the California Unruh
Civil Rights Act; (11) violation of the California Unfair
Competition Law ("UCL"). The Plaintiffs seek an injunction
permanently enjoining Defendants from using age-restricted
employment ads, as well as the other forms of relief available
under the listed statutes.
The Plaintiffs in the case consist of the Communications Workers of
America ("CWA"), four individual Named Plaintiffs, a "Plaintiff
Class," and a "Plaintiff Collective." The CWA is an international
labor union representing over 700,000 workers in a broad range of
industries, including telecommunications, cable, information
technology, airline, manufacturing, print and broadcast news media,
education, public service, and healthcare. The four individual
Named Plaintiffs are: Linda Bradley, a 45-year-old woman living in
Franklin County, Ohio; Maurice Anscombe, a 57-year-old man living
in Baltimore County, Maryland; Lura Callahan, a 67-year-old woman
living in Franklin County, Ohio; and Richard Hayne, a 61-year-old
man living in Oakland, California.
All the four Named Plaintiffs are proposed representatives of a
nationwide "Plaintiff Collective" of all persons in the United
States who from the earliest date actionable under the limitations
applicable to the given claim until the date of judgment in this
action (1) were 40 years old or older (2) used Facebook during a
time in which they were searching for employment, and (3) were
excluded from being eligible to receive an employment-related
advertisement or notice because one or more of the Defendants
placed an upper age limit on the population of Facebook users that
was eligible to receive an advertisement or notice.
In addition, Haynie is the proposed representative of a smaller
"Plaintiff Class" of all persons who from the earliest date
actionable under the limitations applicable to the given claim
until the date of judgment in the action (1) were 40 years old or
older, (2) used Facebook during a time in which they were searching
for employment and resided in California, and (3) were excluded
from being eligible to receive an employment-related advertisement
or notice because one or more Defendants placed an upper age limit
on the population of Facebook users that was eligible to receive an
advertisement or notice.
The counts in the Fourth Amended Complaint are brought by various
combinations of these Plaintiffs. Specifically, the ADEA claims
(Counts 1 and 2) are brought by the Named Plaintiffs and the
Plaintiff Collective; the California FEHA claims (Counts 3 and 6)
are brought by Haynie and the Plaintiff Class; the UCL and Unruh
Act claims (Counts 10 and 11) are brought by Haynie, the CWA, and
the Plaintiff Class; and the remaining claims under D.C. and Ohio
state law (Counts 4, 5, 7, 8, and 9) are brought by certain Named
Plaintiffs in their individual capacities.
The Defendants now move to dismiss the Fourth Amended Complaint on
various grounds. It is the Defendants' third motion to dismiss the
operative complaint, but the first that has come before the Court
for a ruling. The Defendants move to dismiss the Fourth Amended
Complaint on three grounds: lack of subject matter jurisdiction,
under Federal Rule of Civil Procedure 12(b)(1); lack of personal
jurisdiction, under Federal Rule of Civil Procedure 12(b)(2); and
failure to state a claim, under Federal Rule of Civil Procedure
12(b)(6).
The Court begins with the Defendants' motion to dismiss the Fourth
Amended Complaint for lack of standing. Article III standing
requires injury in fact, causation, and redressability. The
Defendants first argue that the individual named Plaintiffs have
failed to meet their burden of pleading these elements, which
precludes standing for the putative Plaintiff Class and the
Plaintiff Collective. The Defendants also raise several separate
objections to CWA's associational standing.
To have Article III standing, the Named Plaintiffs must show that
(1) there were jobs for which they were qualified and (2) in which
they were genuinely interested that (3) the Defendants advertised
using age-restricted Facebook ads and (4) about which the Named
Plaintiffs never learned. The Court holds that they have not done
so, and therefore lack standing to bring the suit.
The Court now turns to the standing of CWA, which is a plaintiff
for various claims in the Fourth Amended Complaint. The Court
finds that the Plaintiffs have not met their burden of showing that
CWA's members would have standing to sue in their own right. The
Court also rejects the Defendants' contention that "individualized
proof" is necessary and precludes CWA's associational standing.
Finally, the parties do not dispute that the interests CWA seeks to
protect are germane to its purpose. Accordingly, the only barrier
to CWA's standing is its ability to adequately plead the standing
of at least one member.
Because neither the individual Named Plaintiffs nor CWA has
standing to bring the suit, the Court must grant the motion to
dismiss the Fourth Amended Complaint for lack of Article III
standing.
The Defendants also move to dismiss the Fourth Amended Complaint
for lack of personal jurisdiction. The Court finds that the
Defendants have not waived their personal jurisdiction challenge.
As Facebook is not a party to the instant action, the Court agrees
with the Defendants that the venue provision does not apply.
Meanwhile, the Plaintiffs' briefing does not challenge the accuracy
of the Defendants' copy of the Terms of Service or otherwise
advance the waiver allegation made in the Fourth Amended Complaint.
With regard to that challenge, the Defendants contend that their
contacts with California are insufficient to justify either general
or specific jurisdiction. In response, the Plaintiffs assert that
the District Court has specific jurisdiction over the claims for
which Haynie and/or the CWA are the Plaintiffs. They concede that
the District Court would not have specific jurisdiction over the
claims brought by Bradley, Anscombe, and Callahan in their
individual capacities. The Plaintiffs therefore ask the Court to
exercise pendent personal jurisdiction over them instead.
Next, the Court holds that the Plaintiffs' allegations appear to be
based on nothing more than the fact that California is part of the
United States and the lack of any evidence that Defendants exempted
California from their nationwide campaign. That is simply not
enough to establish that the Defendants' "expressly aimed" the
challenged advertisements at California. As a result, the
Plaintiffs have not adequately pleaded specific jurisdiction.
As to the claims brought by Bradley, Anscombe, and Callahan in
their individual capacities under Ohio and D.C. law, the Plaintiffs
ask the Court to exercise pendent personal jurisdiction. The Court
holds that there are no claims over which the Court properly has
personal jurisdiction, for the Court has dismissed the claims of
Haynie and the CWA. As a result, the Court necessarily lacks
personal jurisdiction over Bradley's, Anscombe's, and Callahan's
claims. The Court need not consider whether it could or should
exercise pendent personal jurisdiction over these claims if the
Court did have jurisdiction over the claims of Haynie and the CWA.
Those issues -- which the Defendants did not address in their
briefing -- will be left to another day.
Having found that the Fourth Amended must be dismissed, the Court
now considers whether to permit leave to amend and whether to grant
jurisdictional discovery. The Court concludes that leave to amend
is appropriate. It is the Court's first order assessing the
sufficiency of the Plaintiffs' pleading. Moreover, delay alone is
not sufficient to justify the denial of leave to amend, and the
Defendants have not articulated any specific prejudice beyond the
burden of continuing to defend the litigation.
The Court also finds that the Plaintiffs have justified their need
for jurisdictional discovery and proffered a sufficiently narrow
request. The jurisdictional discovery will be helpful -- if not
necessary -- to establish the jurisdictional facts identified in
the Order. And although the Fourth Amended Complaint has various
deficiencies, the factual allegations contained therein are
sufficiently specific and confined that jurisdictional discovery
will not be a "fishing expedition."
Accordingly, the Court will grant the request for jurisdictional
discovery, as narrowed by the Plaintiffs' Letter to exclude ads
that were not age-restricted. The Court agrees with the Defendants
that non-age-restricted ads -- while potentially relevant to the
merits of the Plaintiffs' claims -- are not necessary to ascertain
the jurisdictional facts. The Court is satisfied that the
Plaintiffs' narrowed request is not overbroad and will not unduly
burden the Defendants.
As usual, leave to amend is restricted to the defects discussed in
the Order and in the Defendants' motion; the Plaintiffs may not add
new parties or claims without obtaining prior express leave of the
Court. However, the Court emphasizes that the Plaintiffs are
encouraged to address any issues raised in the Defendants' motion
to dismiss for failure to state claim, even though the Court lacks
jurisdiction to formally adjudicate that motion. In light of the
Plaintiffs' multiple prior amendments and the years the case has
been pending, the Court will be reluctant to allow additional
opportunities for amendment. The Plaintiffs are advised to remedy
these likely problems in preparing the Fifth Amended Complaint.
In sum, Judge Freeman dismissed the Fourth Amended Complaint with
leave to amend, and granted the request for jurisdictional
discovery. The parties will develop a discovery plan and propose a
deadline for the Plaintiffs to file the Fitch Amended Complaint.
A full-text copy of the District Court's March 1, 2020 Order is
available at https://is.gd/buoO3m from Leagle.com.
Linda Bradley, Maurice Anscombe, Lura Callahan & Communications
Workers Of America, Plaintiffs, represented by Adam T. Klein --
atk@outtengolden.com -- Outten & Golden LLP, pro hac vice,
Katherine Alexandra Roe -- aroe@cwa-union.org -- Communications
Workers of America, pro hac vice, Patricia M. Shea, Communications
Workers of America, pro hac vice, Patrick David Lopez, Outten and
Golden LLP, pro hac vice, Peter Romer-Friedman --
prf@outtengolden.com -- Gupta Wessler, Pooja Shethji , Outten and
Golden LLP, pro hac vice & Jahan C. Sagafi --
jsagafi@outtengolden.com -- Outten & Golden LLP.
Richard Haynie, Plaintiff, represented by Peter Romer-Friedman,
Gupta Wessler & Jahan C. Sagafi, Outten & Golden LLP.
T-Mobile US, Inc., Defendant, represented by Cyrus E. Ansari --
cyrusansari@dwt.com -- Davis Wright Tremaine LLP, pro hac vice,
Jeffrey S. Bosley -- jeffbosley@dwt.com -- Davis Wright Tremaine
LLP & Stephen Michael Rummage -- steverummage@dwt.com -- Davis
Wright Tremaine LLP.
Amazon.com Inc., Defendant, represented by Jason C. Schwartz, pro
hac vice, Rachel S. Brass, Gibson Dunn & Crutcher LLP, Anna Maria
McKenzie, Gibson Dunn, pro hac vice, Joshua Seth Lipshutz, Gibson,
Dunn and Crutcher LLP & Naima Lillian Farrell, Gibson, Dunn and
Crutcher LLP, pro hac vice.
AARP & AARP Foundation, Amicuss, represented by Daniel Benjamin
Kohrman, AARP Foundation Litigation, pro hac vice & Patrick Casey
Pitts, Alsthuler Berzon LLP.
TEL-INSTRUMENT: Receives $1.6 Million Test Set Order
----------------------------------------------------
Tel-Instrument Electronics Corp. has received a Mode 5 test set
order valued at $1.6 million from its European distributor,
Muirhead Avionics, for delivery to the German military.
Mr. Jeffrey O'Hara, president and CEO of Tel, stated, "We are
pleased to have received this significant follow-on T-4530i test
set order for the German military. This new test set includes
extended life Ni-MH batteries and significantly expanded manual
Mode 5 test capability using either the KIV-77 or European SIT-2010
crypto appliques. We expect to ship this order during this
calendar year. We are currently pursuing other significant
domestic and international opportunities which we hope to secure
later this summer."
"We continue to be excited by the opportunities that exist for our
new 4.5-pound SDR/OMNI hand-held test. The introduction of this
product has been delayed due to technology upgrades to meet the
standards for the next generation of military applications. The
upgraded and faster processor with improved video graphics
processing capability will provides more opportunities to expand
the applications for this new unit. While this change will likely
move the initial product introduction for the commercial avionics
market into the later part of this calendar year, we believe the
upgrade will better position the Company to win larger, more
lucrative military contracts which are critical to our long-term
growth moving forward."
About Tel-Instrument Electronics Corp.
Tel-Instrument -- http://www.telinstrument.com/-- is a designer
and manufacturer of avionics test and measurement solutions for the
global commercial air transport, general aviation, and
government/military aerospace and defense markets. Tel-Instrument
provides instruments to test, measure, calibrate, and repair a wide
range of airborne navigation and communication equipment.
Tel-Instrument recorded a net loss attributable to common
shareholders of $529,769 for the year ended March 31, 2019,
compared to a net loss attributable to common shareholders of $4.41
million for the year ended March 31, 2018. As of Dec. 31, 2019,
the Company had $10.64 million in total assets, $9 million in total
liabilities, and $1.63 million in total stockholders' equity.
BDO USA, LLP, in Woodbridge, New Jersey, the Company's auditor
since 2003, issued a "going concern" qualification in its report
dated July 1, 2019, citing that a verdict was rendered against the
Company pursuant to an ongoing lawsuit for amounts that raise
substantial doubt about its ability to continue as a going concern.
TEMPLAR ENERGY: Plans to Liquidate; Sr. Lenders Deeply Impaired
---------------------------------------------------------------
Jeremy Hill, writing for Bloomberg News, reports that independent
gas and oil driller Templar Energy LLC said in court filings it
plans to liquidate properties as it wind-down business operations
during its Chapter 11 bankruptcy.
Templar has support from lenders under a reserve-based credit
facility to sell off assets and pay trade creditors in full as part
of a liquidating plan, Brian Simmons, chief executive officer of
Templar Operating LLC says in a court declaration
Claims under the reserve-based facility are "deeply impaired,"
Simmons says, meaning it won't be repaid in full. The company owes
around $426 million under the RBL facility.
About Templar Energy
Templar Energy LLC and its affiliates, founded in 2012, are
independent exploration and production companies, with a core focus
on the development and acquisition of oil and natural gas reserves
in the Greater Anadarko Basin of Western Oklahoma and the Texas
Panhandle.
Templar Energy and its operating subsidiaries --
http://templar.energy/-- have acquired substantial assets in the
Mid-Continent region covering, as of the Petition Date,
approximately 273,400 net acres by directly leasing oil and gas
interests from mineral owners.
Templar Energy LLC and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 20-11441) on June 1, 2020.
Templar Energy was estimated to have $100 million to $500 million
in assets and $500 million to $1 billion in liabilities.
Guggenheim Securities, LLC is acting as the Company's investment
banker, Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as
legal counsel, and Alvarez & Marsal North America, LLC is acting as
financial advisor. Young Conaway Stargatt & Taylor, LLP is local
co-counsel. Kurtzman Carson Consultants LLC is the claims agent,
maintaining the page http://www.kccllc.net/TemplarEnergy
TIARA TOWNHOMES: Case Summary & 19 Unsecured Creditors
------------------------------------------------------
Debtor: Tiara Townhomes LLC
780 Roosevelt Ste 200
Irvine, CA 92620
Business Description: Tiara Townhomes LLC is a Single Asset Real
Estate (as defined in 11 U.S.C. Section
101(51B)). The company owns in fee simple
an 8-unit townhome project located at 14403
Tiara Street, Los Angeles, CA, having a
purchase contract value of $5.45 million.
Chapter 11 Petition Date: June 11, 2020
Court: United States Bankruptcy Court
Central District of California
Case No.: 20-11683
Debtor's Counsel: Matthew W. Grimshaw, Esq.
MARSHACK HAYS LLP
870 Roosevelt
Irvine, CA 92620-3663
Tel: (949) 333-7777
Email: mgrimshaw@marshackhays.com
Total Assets: $5,496,092
Estimated Liabilities: $7,975,000
The petition was signed by Michael VanderLey, CRO of Rockport
Development, Inc., owner and managing member.
A copy of the petition containing, among other items, a list of the
Debtor's 19 unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/if22xY
TRILOGY INT'L: Fitch Lowers LT Issuer Default Rating to CCC+
------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDRs) for Trilogy International Partners, LLC and Trilogy
International Partners, Inc. to 'CCC+' from 'B-'. Fitch has also
downgraded Trilogy International Partners, LLC's senior secured
notes to 'B-'/'RR3' from 'B'/'RR3'.
The downgrades reflect Fitch's view is that Trilogy's financial
profile has weakened with expectations for limited liquidity
headroom and higher financial leverage. This is due to a further
deterioration in the operating performance of NuevaTel PCS de
Bolivia S.A. (NuevaTel), driven by the coronavirus pandemic that
has also reduced growth prospects in New Zealand and increased
operating uncertainties regarding the post lockdown recovery.
Trilogy's limited liquidity headroom magnifies the inefficiencies
inherent within the current capital structure given the reliance on
HoldCo debt servicing from the operating company level. Refinancing
risks are also increasing with the HoldCo notes maturing in May
2022.
Fitch projects Trilogy has sufficient liquidity reserves over the
near-to-medium term absent greater than expected negative effects
from the coronavirus pandemic to fund operations at the operating
company level while addressing debt service requirements at the
Holdco level through dividends from New Zealand (Two Degrees Mobile
Limited). Over the medium-to-longer term, Fitch believes Trilogy
will need to take further strategic actions to address its minimal
liquidity headroom and reduce the burdensome interest costs at the
holding company level, which, if not addressed, would constrain New
Zealand's ability to make growth related investments and negatively
affect its long-term competitive position. A material reduction in
the terms of the HoldCo notes including a change from a cash pay
basis to pay-in-kind could be considered a distressed debt exchange
per Fitch's Distressed Debt Exchange Rating Criteria.
KEY RATING DRIVERS
Liquidity Headroom Limited, Reduced Financial Flexibility: Fitch
believes Trilogy has sufficient liquidity reserves over the
near-to-medium term absent greater than expected negative effects
from the coronavirus pandemic to fund its operations in New Zealand
and Bolivia while upstreaming sufficient cash to address debt
servicing requirements at the Holdco level. This is based on
current cash levels, undrawn facilities availability (New Zealand)
and expectations that New Zealand maintains material flexibility to
adjust spending levels. Given cash leakages due to New Zealand
withholding taxes of 7.5% and minority interest distributions
(26.7%), the corporate structure is less than optimal when
upstreaming dividends which are also subject to foreign exchange
(FX) risk. In 2019, FX was a headwind of 5% in New Zealand.
As of March 31, 2020, Trilogy had approximately $46.7 million in
cash and cash equivalents, of which $8.6 million was held by
2degrees (New Zealand), $21.8 million was held by NuevaTel
(Bolivia) and $16.3 million was held at headquarters and others. In
New Zealand, 2degrees has NZD15 million of undrawn capacity on its
investment facility and an undrawn NZD20 million working capital
facility. In Bolivia, under the terms of the HoldCo notes, NuevaTel
has the capability to increase debt by approximately USD20
million.
However, given that the coronavirus pandemic has caused further
deterioration in NuevaTel's operations, reduced growth prospects in
New Zealand and increased financial leverage, Fitch views Trilogy's
financial profile as weakened with limited liquidity headroom and
increased operating uncertainties regarding the post lockdown
recovery. NuevaTel was historically a dividend contributor and paid
dividends of almost USD300 million to Trilogy since 2008. Due to
the deterioration in the Bolivian operations, Trilogy has become
heavily reliant on dividends from the New Zealand operations. While
Fitch believes 2degrees could upstream sufficiently cash to the
HoldCo level, this would require the New Zealand operations to
materially reduce capital investment which would begin to impact
2degrees competitive position over the longer-term.
Consequently, Fitch anticipates Trilogy may need to pursue
strategic alternatives to reduce burdensome debt servicing
requirements that includes extending the May 2022 HoldCo notes
maturity in order to stabilize liquidity and ensure sufficient
ability to invest at 2degrees. Fitch views Alignvest Acquisition
Corp's equity stake in the company as a credit positive that
supports Trilogy's financial profile.
Fitch believes Trilogy, which was in discussions with potential
buyers for the Bolivian asset prior to the pandemic, will need to
determine a course of action as the company has experienced
challenges with the sale process in the past due to the competitive
environment and political turmoil within the country. Given the
numerous unknowns and uncertainties as to the overall impact from
the coronavirus pandemic, including the length of the outbreak and
implications on economic conditions, this creates additional
uncertainty around timing for any asset sale. Consequently, Fitch's
base case does not consider an asset sale of NuevaTel.
Coronavirus Impact on Telecoms: In general, Fitch does not expect
the same level of disruption to telecom as other sectors from the
coronavirus pandemic as there are recurring payments from
subscription-based plans for wireless and broadband that is
generally a high priority consumer payment. Operators also have
material flexibility to reduce costs in the short term due in part
to its variable cost structure and ability to flex capital
intensity in the short-to-medium if required. Fitch expects the
wireless industry will experience an increase in bad debt expense
given the abrupt changes in general economic conditions resulting
from the coronavirus.
NuevaTel has experienced material disruption with its ability to
receive cash payments from its subscriber base due to the
restrictive lockdowns. Roaming revenues have also been negatively
affected due to travel restrictions that have negatively affected
the New Zealand operations (low-single digits as a percent of
service revenues). 2degrees and NuevaTel also have higher exposure
to prepaid service revenues as subscribers have lowered usage
during the lockdown period.
Cost management actions in New Zealand include a reduction in
2degrees' workforce, discretionary capital expenditures and other
non-essential projects with the flexibility to further reduce
spending as required to fund debt service requirements at the
HoldCo level. Fitch believes these steps should result in
relatively stable levels of cash generation at 2degrees. In
Bolivia, the coronavirus lockdowns that restricted movement have
created material challenges with cash collections due to retail
stores being closed. Fitch believes while subscriber payments will
improve throughout the remainder of 2020 as the economy reopens,
Bolivia will continue to experience further material erosion to
EBITDA that will require aggressive cost management and a reduction
in capital spending to maintenance levels. As such, Fitch projects
an operating deficit in 2020 for the NuevaTel operations that could
begin to pressure liquidity reserves if the shortfall in operating
performance is materially greater than expected.
Good Momentum in New Zealand Operations: Prior to COVID-19 the New
Zealand operations had demonstrated good operational momentum with
post-paid churn declining close to historical levels, increased
post-paid subscribers and expanded EBITDA margins that had
continued into early 2020. During 2019, 2degrees generated service
revenue and EBITDA growth excluding effects from foreign exchange
and the new revenue standard of 4% and 12% respectively. 2degrees
has benefitted from its market challenger strategy and taken share
from the incumbents. The operating environment is supported by a
stable, three-player wireless market. 2degrees has also improved
execution around its sales strategy with bundling broadband
packages, which is a lower cost acquisition channel evidenced by
the increase in broadband additions during 2019 of 26,000 compared
to 13,000 in 2018.
Bolivian Operations Challenged: The Bolivian operations have
experienced significant cash flow deterioration during the past
several years due to the competitive environment from mobile number
portability, social unrest given the political instability, and
aggressive promotional offers that have resulted in significant
subscriber and ARPU erosion. Since 2016, prepaid subscribers have
declined by almost 400,000 subscribers to approximately 1.4 million
and postpaid subscribers have declined by approximately 35,000
subscribers to 309,000. Blended ARPU declined to $8.4 at the end of
2019 compared to $9.7 in 2016 with further declines during the
first quarter of 2020. Consequently, LTM EBITDA has decreased to
approximately $33 million from approximately $82 million in 2016.
Low 6x-Leverage Expected: Fitch expects Trilogy's core
telecommunications leverage (Total debt/EBITDA) will increase to
the low 6x range in 2020 compared to 4.3x in 2019, adjusted for
handset-related financial services operations and minority dividend
distributions. The leverage increase is driven by EBITDA pressure
related to the deterioration in the Bolivian operations, the
negative effects from the coronavirus pandemic and increased
minority interest dividends. To determine core telecom leverage,
Fitch applied a one-to-one debt/equity ratio to the company's
equipment installment plan device receivables.
DERIVATION SUMMARY
Trilogy International Partners LLC's rating reflects its small
scale, material exposure to the higher risk operational environment
in Bolivia, challenger brand strategy, low profitability and
limited financial flexibility. 2degrees in New Zealand and NuevaTel
PCS de Bolivia, S.A. in Bolivia compete against much larger peers
in three-competitor markets. The companies maintain market share in
the low to mid 20% range with substantial exposure in both markets
to lower-valued prepaid subscribers. The ratings are not
constrained by Bolivia's operating environment or country ceiling,
but the company is wholly exposed to foreign exchange fluctuations
due to its reliance on servicing holding company debt from its
international operations, though the Bolivian currency is pegged to
the U.S. dollar. In 2017, Trilogy benefitted from an equity
injection of USD199 million by Alignvest Acquisition Corp. through
a court approved plan of arrangement that resolved liquidity
concerns.
In New Zealand, 2degrees competes against a former operating
subsidiary of Vodafone Group Plc (BBB/Stable) that has a much more
expansive scale, geographic scope and financial resources. Vodafone
recently concluded its agreement to sell the operations to a New
Zealand infrastructure company and Canadian asset management firm.
Fitch does not expect the sale to negatively affect the competitive
environment.
In Bolivia, NuevaTel competes against Tigo, S.A., an operating
subsidiary of Millicom International Cellular S.A (MIC; BB+/Stable)
with a much stronger business and financial profile. MIC's ratings
reflect the company's geographic diversification, strong brand
recognition and network quality. These factors contributed to MIC's
leading positions in its key markets, strong subscriber base and
solid operating cash flow generation.
Trilogy's ratings are similar to Oi S.A. (CCC+) with smaller scale.
Oi S.A. was recently downgraded, reflecting the company's weak
operating trends and the deterioration in the Brazilian operating
environment, which will hinder Oi's return to growth. While the
company has adequate liquidity in 2020, the company's business
model and financial performance is unsustainable relative to capex
requirements and debt service in 2022 and beyond.
KEY ASSUMPTIONS
Fitch's key assumptions for 2020 within its rating case for the
issuer include:
-- Consolidated EBITDA of roughly $100 million;
-- Capital expenditures materially lower than 2019;
-- Reported consolidated ending cash in the $30 million range;
-- Annual operating cash costs of roughly $40 million required
for Trilogy at the holdco level supported by dividend distribution
from New Zealand;
-- Moderate FCF deficit;
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- A recovery in operating performance that demonstrates
subscriber growth and ARPU stabilization following the coronavirus
pandemic lockdowns within the New Zealand and Bolivian operations;
-- Longer-term refinancing of the HoldCo notes with increased
confidence of Trilogy's ability to meet debt service requirements
for the HoldCo notes and sufficient flexibility to make growth
related capital investments in New Zealand that sustains 2degrees'
competitive position while maintaining sufficient liquidity
throughout the organizational structure;
-- Asset sale of the Bolivian NuevaTel operations;
-- Equity injection from sponsors.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Insufficient liquidity due to an inability, or any material
limitations, with upstreaming cash from the operating subsidiaries.
This could include any unforeseen impediment, regulatory or of
another nature, in upstreaming cash to the parent level;
-- Deterioration in operating performance, driven by subscriber
losses and ARPU compression in the mobile segment for the New
Zealand and/or Bolivian operations, which results in further
revenue and EBITDA pressure;
-- Trilogy enters into an agreement with HoldCo bondholders that
could be classified as a distressed debt exchange per Fitch's
Distress Debt Exchange Rating Criteria
LIQUIDITY AND DEBT STRUCTURE
Liquidity Headroom Limited: Trilogy's consolidated cash, cash
equivalents and short-term investments was approximately USD47
million for first-quarter 2020 including $9 million held at
2degrees, $22 million held at NuevaTel and $16 million held at the
parent level. Cash and cash equivalents declined approximately
$30.0 million since yearend 2019, primarily due to capex of $16
million in the first quarter of 2020, along with cash used in
operating activities, including annual license payments and
spectrum fees and prepayments under certain capacity service
arrangements. During 2019, NuevaTel received approximately $90
million in cash considerations from the closing of the tower
sale-leaseback transaction which helped bolster liquidity.
Trilogy does not have a revolving bank facility at the HoldCo level
and is subject to foreign currency fluctuations that could
negatively affect debt servicing costs at the HoldCo. The company
has suspended the dividend of CAD0.02 per common share (roughly
CAD1 million) at Trilogy International Partners Inc.
The consolidated leverage debt incurrence covenant, less than or
equal to 4.0x, in the HoldCo secured notes, limits additional debt
within Trilogy's capital structure. However, carve-outs within the
indentures offer some additional debt flexibility. Carve-outs
include debt at the Bolivian subsidiary of USD50 million, permitted
receivables financing not to exceed NZD50 million, indebtedness at
2degrees not to exceed the greater of an aggregate total debt of
NZD245 million, or on a pro forma basis, consolidated leverage of
2.0x, after incurrence of additional debt as well as carve-outs for
spectrum.
Both 2degrees and NuevaTel operations have local facilities
agreements to provide local debt capacity for operational support.
In February 2020, 2degrees completed a bank syndication for a new
three-year senior facilities agreement with an upsized aggregate
commitment for NZD285million (USD170 million based on exchange rate
at March, 2020) from NZD250 million. The agreement consists of a
NZD235 million (USD140 million) facility that was fully drawn at
closing with no amortization requirements, a NZD30 million
investment facility with NZD15 million (USD9 million) drawn
following the end of Q1'20 and a NZD20 million working capital
facility that was undrawn. The senior facilities agreement also
provides for an uncommitted NZD35 million accordion facility that
can be utilized to fund capex. 2degrees has substantial cushion
under its main covenants, including a net leverage ratio of not
greater than 3.0x until Dec. 31, 2020; 2.75 from Jan. 1, 2021 to
Dec. 31, 2021; and 2.50 thereafter. 2degrees must also maintain a
total interest coverage ratio of not less than 3.0x. An additional
covenant limits permitted distributions to 100% of FCF and requires
a leverage ratio of 2.0x, immediately following the permitted
dividend distribution.
In Bolivia, during the first quarter of 2020, NuevaTel entered into
an $8 million secured bank loan due July 2021 with Banco Nacional
de Bolivia S.A.to repay the outstanding balance under NuevaTel's
$25 million syndicated bank loan facility due 2021. As part of the
new agreement, the financial covenant requirement was removed from
the new bank loan agreement. NuevaTel also has two other bank loans
totaling $7 million and $8 million at the time of the initial draw
with modest amortization requirements that mature in 2022 and 2023
respectively with amount outstanding $5.2 million and $6.7 million
respectively as of March 31, 2020. The 2022 and 2023 bank loan
agreements do not contain financial covenants.
2degrees has spectrum related installment payments required for the
1,800MHz and 2,100MHz license renewal of approximately NZD10
million annually for the next six years beginning in early 2021.
2degrees made its final payment related to the 700 MHz license in
2019. Bolivia does not have any further spectrum related payments
due over the ratings horizon following the $30 million payment in
later 2019 for the 1900 MHz spectrum renewal.
Recovery Considerations
Recovery: The recovery analysis assumes Trilogy would be considered
a going concern in a bankruptcy and the company would be
reorganized rather than liquidated. Fitch assumed a 10%
administrative claim.
The Recovery Rating (RR) considers the structural subordination to
the local operating subsidiaries' debt. Fitch believes the recovery
analysis for Trilogy is best performed using a "sum of the parts"
approach, where a waterfall analysis for recovery is performed
individually for each operating subsidiary and rolled up to the
parent level. Consequently, Fitch determined a going-concern EBITDA
for each operating subsidiary. The recovery also takes into account
the minority stakes at each operating subsidiary and assigns a
proportionate EBITDA to Trilogy. Fitch's recovery analysis includes
an additional discount related to the withholding tax the company
is subject to in Bolivia of 12.5% and New Zealand of 7.5%.
The going-concern EBITDA assumes both depletion of the current
position to reflect the distress that provoked a default and a
level of corrective action Fitch assumes either would have occurred
during restructuring, or would be priced into a purchase price by
potential bidders. The recovery analysis reflects a scenario in
which EBITDA declines as a result of a continued erosion of the
subscriber base in both Bolivia and New Zealand. This is due to
aggressive price discounting by the larger, financially stronger
competitors that causes a repricing of the subscriber bases and
additional challenges for Bolivia, which could be due to a
combination of country risk factors including political, social,
economic and legal.
In the Bolivian operations the going-concern EBITDA of
approximately USD15 million (previously USD40 million) assumes an
approximate 55% decline to NuevaTel's LTM EBITDA as of March 31,
2020. Fitch expects NuevaTel's EBITDA will materially compress in
2020 driven by the coronavirus pandemic, which increases
uncertainties around the ongoing run-rate EBITDA post pandemic. For
the New Zealand operations, the going-concern EBITDA of USD80
million (previously USD73 million) and represents an approximate
25% decline to the LTM EBITDA. The going concern EBITDA reflects
2degrees solid operating momentum with a good competitive position
in the New Zealand wireless market, stable three-player operating
environment and the level of required sustainable cash flow to
support required investments for network infrastructure and the
expected spectrum payments to maintain its competitive position.
Fitch assigned a multiple of 4.0x to NuevaTel (compared to 5x a
year ago) based on a range of multiples used for similar companies
using near-proxy sectors in the Latin American region. The
reduction in NuevaTel reflects the challenges with the current
uncertainty and instability in the operating/political environment
and the state of NuevaTel's business model that has experienced
significant operational disruption and loss of market share during
the past couple of years. New Zealand's multiple of 6.5x reflects
the materially better overall operating fundamentals than Bolivia.
This includes market position, growth prospects and the country's
better ranking, in creditor friendly policies, and general
enforceability. The multiples compare with the 5.5x median
Technology, Media and Telecommunications (TMT) emergence enterprise
value (EV)/forward EBITDA multiple and the median 6.1x cross-sector
multiple.
Fitch uses a recovery cap based on an analysis weighted by the
economic value realized from Trilogy's existing markets of
operation in Bolivia and New Zealand per Fitch's Country-Specific
Treatment of Recovery Ratings Criteria. The criteria limit the
upward notching of issue ratings from IDRs to reflect recovery
expectations for entities based on the effect of country-specific
factors. The criterion provides a cap of 'RR4' on Bolivia and 'RR2'
on New Zealand based on country groupings leading to a combined
weighted cap of 'RR3'.
The assumptions result in a recovery rate for the senior secured
notes at Trilogy within the 'RR3' range to generate a one-notch
uplift to the debt rating from the IDR.
SUMMARY OF FINANCIAL ADJUSTMENTS
-- Adjustments for factoring and outstanding handset receivables
related to FS operations that Fitch brought back on balance sheet
(assessed using a debt-to-equity ratio of 1x).
-- In calculating leverage metrics, EBITDA is reduced to reflect
any dividends to minorities.
ESG CONSIDERATIONS
The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).
TROIANO TRUCKING: Trustee May Continue Using Cash Until Aug. 7
--------------------------------------------------------------
Judge Christopher Panos of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Steven Weiss, Chapter 11
trustee of Troiano Trucking, Inc., and Troiano Realty, LLC to use
cash collateral in accordance with the terms set forth in the
Fourth Order and up to the amounts and for the purposes set forth
in the budget through Aug. 7, 2020.
The budget for April 2020 provided for $79,412 in cost of goods
sold and $23,323 in total selling, general and administrative
expenses.
As adequate protection for the Debtor's use of cash collateral:
(a) All parties asserting a security interest in the assets
of the Debtor are granted replacement lien in and to all property
of the kind presently securing the Debtor's obligations to the
secured parties, but only to the extent of the validity,
perfection, priority, sufficiency and enforceability of the secured
parties' prepetition security interests. Said liens will be
recognized to the extent of any diminution of the value of the
collateral resulting from the use of cash collateral pursuant to
the Fourth Order and will specifically not extend to any
post-petition avoidance recoveries.
(b) The Trustee will continue to both maintain its assets and
equipment and maintain insurance on its assets and equipment.
(c) The Trustee will supply Avidia Bank and any other secured
party requesting the same a copy of all operating statements filed
with the U.S. Trustee simultaneously with submission of the
financial statements to the U.S. Trustee and a weekly report of
receipts and disbursements.
A further hearing on the motion is scheduled for Aug. 6, 2020 at
10:30 a.m Objections must be filed on or before Aug. 3 at 4:30
p.m.
A copy of the Fourth Order is available for free at
https://is.gd/gwIaIl from PacerMonitor.com.
About Troiano Trucking
Troiano Trucking, Inc. -- http://www.troianotrucking.com/-- is a
privately held company in Grafton, Mass., in the waste hauling
business. The company maintains a fleet of four trucks, which
allows it to service its customers with removal of bakery waste,
rubbish, demolition materials and recyclables. It serves
construction companies, roofing companies, bakeries and individual
home owners.
Troiano Realty, LLC, is a real estate lessor whose principal assets
are located at 109 Creeper Hill Road, North Grafton, Mass. The
property is valued at $1.48 million based on tax valuation
assessment method.
Troiano Trucking and Troiano Realty sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 19-40656)
on April 23, 2019. At the time of the filing, Troiano Trucking was
estimated to have assets and liabilities of between $1 million and
$10 million. Troiano Realty disclosed $1,485,000 in assets and
$4,220,210 in liabilities.
TUESDAY MORNING: Starts Closing 230 Stores
------------------------------------------
Our Community Now reports that off-price retailer Tuesday Morning
is working on eliminating 230 stores in a major restructuring
effort.
All in all, 230 Tuesday Morning locations will be closed
permanently as the company focuses on their more profitable stores.
This represents about a third of the chain's 687 current
locations.
The first phase of the closures will initiate liquidation sales in
at least 132 stores across the country. Customers can go online to
see if their local stores will be affected.
Citing major losses due to COVID-19 temporary closures, the
company's CEO Steve Becker had this to say about the big changes
being made:
"The prolonged and unexpected closures of our stores in response to
COVID-19 has had severe consequences on our business. Prior to the
pandemic, we were gaining momentum in our merchant organization,
growing our vendor base and improving brands, assortment and value
for our customers, while investing in our technology and corporate
leadership team. However, the complete halt of store operations for
two months put the Company in a financial position that can be
effectively addressed only through a reorganization in Chapter
11."
In addition to the locations that are working toward final
liquidation, dozens of stores remain closed due to COVID-19 and
state-specific restrictions. Of the stores that are open, many have
reduced hours, so be sure to check before heading out to hit the
clearance sales.
About Tuesday Morning Corp.
Tuesday Morning Corporation -- http://www.tuesdaymorning.com/-- is
a closeout retailer of upscale home furnishings,housewares, gifts
and related items. It operates under the trade name "Tuesday
Morning" and is one of the original "off-price" retailers
specializing in providing unique home and lifestyle goods at
bargain values. Based in Dallas, Texas, Tuesday Morning operated
705 stores in 40 states as of Jan. 1, 2020.
Tuesday Morning Corporation and six affiliates sought Chapter 11
protection (Bankr. N.D. Tex. Lead Case No. 20-31476) on May 27,
2020.
Tuesday Morning disclosed total assets of $92,000,000 and total
liabilities of $88,350,000 as of April 30, 2020.
The Hon. Harlin Dewayne Hale is the case judge.
The Debtors tapped Haynes and Boone, LLP, as general bankruptcy
counsel; Alixpartners LLP as financial advisor; Stifel, Nicolaus &
Co., Inc. as investment banker; A&G Realty Partners, LLC as real
estate consultant; and Great American Group, LLC as liquidation
consultant. Epiq Corporate Restructuring, LLC is the claims and
noticing agent.
TWA PROPERTIES: Happy State Bank Objects to Disclosure Statement
----------------------------------------------------------------
Happy State Bank (HSB), a secured creditor in this case, objects to
the Disclosure Statement of debtor TWA Properties, LLC – TWA
Properties 6726 Ash.
The Disclosure Statement discusses a proposed plan that provides
for interest-only payments to Creditor for a year while Debtor
attempts to sell or refinance the property located at 6726 Ash,
Frisco, Texas (the Property). If the Property is not sold or
refinanced within a year, it is be surrendered to Creditor under
the Plan.
Creditor objects to the Disclosure Statement as failing to provide
adequate information under 11 U.S.C. Sec. 1125(b) from which
Creditor may evaluate the proposed Plan:
* No source is disclosed to fund interest-only payments. To
Creditor’s knowledge, the Property is unoccupied and generating
no income. Creditor is not receiving payments and is therefore not
adequately protected.
* Creditor assumes any sale will be for an amount to fully pay
the indebtedness owing to Creditor, although the Debtor contends
that Creditor is undersecured by $30,000. If the Debtor is
proposing a short sale, no floor price has been disclosed.
* The Disclosure Statement says that unsecured creditors would
receive more than in a Chapter 7 liquidation, but the only method
of repayment of unsecureds mentioned is liquidation or refinance of
the Property.
Creditor claims that the Debtor has provided no evidence that it
will be able to refinance the Property at this point. Creditor has
only seen documentation evidencing an attempted refinance that
failed in 2019. Creditor has seen no evidence that Debtor will be
able to secure refinancing if it is unable to sell the Property.
Creditor states that if the Property does not sell within a year,
it is to be surrendered to Creditor under the Plan. Again,
Creditor has no assurances from Debtor that it will be surrendered
in good condition or in a condition suitable for sale.
A full-text copy of HSB's objection to the Disclosure Statement
dated May 19, 2020, is available at https://tinyurl.com/y8v9k4db
from PacerMonitor at no charge.
Attorneys for Happy State Bank:
C. Jared Knight
BURDETT MORGAN WILLIAMSON & BOYKIN, LLP
701 S. Taylor
Suite 440 (Mailing)
Suite 324 (Physical)
Amarillo, TX 79101
Tel: (806) 358-8116
Fax: (806) 350-7642
E-mail: jknight@bmwb-law.com
About TWA Properties, LLC
Properties 6726 Ash
Based in Frisco, Texas, TWA Properties, LLC - TWA Properties 6726
Ash filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case
No. 20-40082) on Jan. 6, 2020, estimating to have under $1 million
in both assets and liabilities. The Debtor is represented by Eric
A. Liepins, Esq., at Eric A. Liepins, P.C.
USA GYMNASTICS: Survivors Object to Disclosure statement
--------------------------------------------------------
Alyssa Corn and 26 other fellow survivors (the "Survivors") filed a
joinder and separate statement in support of the objection of the
Additional Tort Claimants Committee of Sexual Abuse Survivors to
Disclosure Statement for First Amended Chapter 11 Plan of
Reorganization proposed by USA Gymnastics.
The Survivors and their counsel support the position of the
Survivors' Committee and adopts, joins and incorporates by
reference all objections to the Disclosure Statement as set forth
in the objection filed by the Survivors' Committee.
Attorneys for Alyssa Corn et al:
Michael L. Pitt
Megan A. Bonanni
Pitt, McGehee, Palmer & Rivers. P.C.
117 W. Fourth Street, Suite 200
Royal Oak, MI 48067
Phone: 248-398-9800
E-mail: mpitt@pittlawpc.com
mbonanni@pittlawpc.com
About USA Gymnastics
USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit
organization incorporated in Texas. Based in Indianapolis,
Indiana, USAG's organization encompasses six disciplines: women's
gymnastics, men's gymnastics, trampoline and tumbling, rhythmic
gymnastics, acrobatic gymnastics, and group gymnastics. USAG
provides educational opportunities for coaches and judges, as well
as gymnastics club owners and administrators, and sanctions
approximately 4,000 competitions and events throughout the United
States annually. More than 200,000 athletes, professionals, and
clubs are members of USAG. USAG sets the rules and policies that
govern the sport of gymnastics in the United States, including
selecting and training the United States gymnastics teams for the
Olympics and World Championships. As of the Petition Date, USAG
employs 53 individuals, nearly all of whom work for USAG
full-time.
USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case
No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100
million in assets and liabilities as of the bankruptcy filing. The
petition was signed by James Scott Shollenbarger, chief financial
officer.
The Hon. Robyn L. Moberly is the case judge.
USAG tapped Jenner & Block LLP as counsel; Hilder & Associates,
P.C., as ordinary course counsel; Alfers GC Consulting, LLC, and
Scramble Systems, LLC, as business consulting services providers;
and OMNI Management Group, Inc. as claims agent.
VARSITY BRANDS: Moody's Rates New $150MM Sec. 1st Lien Notes 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Varsity Brands
Holding Co., Inc.'s (Varsity Brands) proposed $150 million senior
secured first lien notes due 2024. At the same time, Moody's
affirmed Varsity Brands' ratings, including its Corporate Family
Rating (CFR) at B3, its Probability of Default Rating (PDR) at
B3-PD, and the rating on the senior secured first lien term loan
due 2024 at B2. The outlook remains negative.
The proposed $150 million senior secured first lien notes will be
secured on a pari passu basis with the company's existing first
lien term loan facility. Proceeds from the proposed notes offering
will be used to repay outstanding borrowings on the company's
revolving credit facility.
Moody's affirmed the ratings because the notes offering improves
Varsity Brands' liquidity by increasing revolver availability,
which provides greater financial flexibility to fund business
operations over the next 12 months including the negative effects
from the coronavirus outbreak. Moody's assumes that US schools will
reopen in the fall.
Moody's is nevertheless maintaining the negative outlook because
there is uncertainty about the extent to which sports and
extracurricular activities will resume and at what level. The early
school closures and event cancellations across the US in response
to the coronavirus pandemic, the significant rise in unemployment
and lower consumer confidence will continue to negatively impact
demand for the company's products at least through the current
outbreak. Given the anticipated decline in earnings, Moody's
expects debt/EBITDA financial leverage to increase above 8.0x over
the next 6-12 months, and for free cash flow generation to weaken
in fiscal 2020. In addition, there is uncertainty around the
duration of the outbreak and pace of re-openings once pandemic
subsides. A return of school and extracurricular activities to a
normal level will likely take more than a year, but would provide
the company an ability to reduce leverage and debt taken on to
cover the cash burn experienced during school closures.
Assignments:
Issuer: Varsity Brands Holding Co., Inc.
Senior Secured 1st Lien Global Notes, Assigned B2 (LGD3)
Affirmations:
Issuer: Varsity Brands Holding Co., Inc.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3)
Outlook Actions:
Issuer: Varsity Brands Holding Co., Inc.
Outlook, Remains Negative
RATINGS RATIONALE
Varsity Brands' B3 CFR reflects its high financial leverage with
debt/EBITDA projected to increase from estimated 7.8x for the
twelve months period ended March 28, 2020. School closures across
the US, along with high unemployment and lower consumer confidence
as a result of the coronavirus outbreak and related job losses will
negatively impact demand for the company's products at least
through the duration of the outbreak. Moody's expects debt/EBITDA
financial leverage to increase well above 8.0x over the next 6-12
months, and for free cash flow generation to weaken in fiscal 2020
with a cash burn over the next few quarters above typical seasonal
cash usage. The company's has high seasonality, which causes
volatility in operating results, and its mature Herff Jones
business segment faces topline secular headwinds as consumer demand
for affinity products gradually erodes.
The credit profile also reflects Varsity Brands' solid position
within niche school apparel, athletic and achievement markets and
the diversification provided by the three business segments. The
varied school related product portfolio helps to limit volatility
in financial performance, because of the somewhat non-discretionary
nature of products that are required to participate in school
activities. However, greater apprehension about sports and
extracurricular activity participation is likely until the
coronavirus sustainably subsides. Governance factors include the
company's aggressive financial policies under private equity
ownership, highlighted by high financial leverage and an
acquisitive growth strategy. Varsity Brands' good liquidity
reflects its cash balance of $60 million and access to a largely
undrawn $180 million revolving facility as of March 28, 2020 pro
forma for the notes offering, and lack of near-term maturities
until its revolver its due, other than first lien term loan
amortization.
The B2 rating on the proposed $150 million senior secured first
lien notes reflects that the notes, along with the company's $1,370
million first lien term loan due 2024, have a priority lien on the
collateral relative to the company's $620 million second lien term
loan due 2025 (unrated).
The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The durables
sector has been one of the sectors most significantly affected by
the shock given its sensitivity to consumer demand and sentiment.
More specifically, the weaknesses in Varsity Brands' credit
profile, including its exposure to US schools, have left it
vulnerable to shifts in market sentiment in these unprecedented
operating conditions and Varsity Brands remains vulnerable to the
outbreak continuing to spread. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety. The action
reflects the impact on Varsity Brands of the breadth and severity
of the shock, and the broad deterioration in credit quality it has
triggered.
The negative outlook reflects the company's high financial leverage
and further downside pressure on the CFR if sales materially
decline as a result of prolonged school closures, or reductions in
the number and participation in graduation ceremonies, athletic
events, or other school activities. The negative outlook also
reflects the uncertainty around the duration of school closures and
the level of consumer spending on school activities until the
coronavirus pandemic sustainably subsides.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company's operating results
and free cash flow generation improve driven by sustained organic
revenue growth and EBITDA margin expansion, if debt/EBITDA is
sustained below 7.0x and the company maintains at least adequate
liquidity with less reliance on revolver borrowings. A ratings
upgrade would also require a reopening and resumption of normal
school activities and financial policies that support credit
metrics sustained at the aforementioned levels.
The ratings could be downgraded if operating results deteriorate
beyond Moody's expectations, debt/EBITDA is sustained above 8.0x,
or if there is a deterioration in liquidity for any reason
including negative free cash flow and increasing revolver reliance.
Increasingly aggressive financial policies, such as a large
shareholder dividend, could also result in a ratings downgrade.
The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.
Headquartered in Farmers Branch, Texas, Varsity Brands Holding Co.,
Inc., through its affiliates, is a provider of sports, cheerleading
and achievement related products to schools, colleges and youth
organizations in the US. The company operates through its three
complementary businesses: BSN Sports, providing sports apparel and
equipment to schools and consumers; Herff Jones, supplying
graduation-related items and recognition rewards through its
Yearbook and Achievement divisions; and Varsity Spirit, offering
cheerleading uniforms and apparel and hosting cheerleading camps
and competitions. The company was acquired in an LBO transaction by
Bain Capital for a total implied enterprise value of approximately
$2.9 billion, with prior PE owners Charlesbank Capital Partners and
some co-investors expected to retain a minority stake in the
entity. The company generated approximately $2.0 billion of revenue
for the twelve months ended March 28, 2020.
VIASAT INC: Egan-Jones Lowers Sr. Unsec. Debt Ratings to CCC+
-------------------------------------------------------------
Egan-Jones Ratings Company, on June 3, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by ViaSat Inc to CCC+ from B-. EJR also downgraded the rating on
commercial paper issued by the Company to C from B.
Headquartered in Carlsbad, California, ViaSat, Inc. provides
advanced broadband digital satellite communications and other
wireless networking and signal processing equipment and services.
VICTERRA ENERGY: Hires Buckley & Boots as Valuation Advisor
-----------------------------------------------------------
Victerra Energy Holding Co., LLC, and its debtor-affiliates, seek
authority from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Buckley & Boots, LLC as valuation advisors.
Services to be provided by Buckley & Boots are:
a. update all materials necessary to market and sell the
Debtors' oil and gas assets;
b. verify operating costs and product differentials for the
oil and gas assets;
c. provide engineering and technical services that might be
needed as part of such sale;
d. provide a "True Market Valuation" including specific
market-value analysis of the Debtors;
e. assist in and make recommendations regarding marketing
efforts; and
f. provide expert witness services as necessary.
Buckley's compensation are:
Managers, Property Description Services: $350
Managers, Preparation for an Testifying in
Depositions and Court Witness Testimony: $700
Buckley & Boots received a $15,000 retainer prior to commencement
of services.
Buckley & Boots does not represent any other entity having an
adverse interest in connection with the Bankruptcy Cases; is
"disinterested" as that term is defined in section 101 of the
Bankruptcy Code; and does not represent or hold any interest
adverse to the interest of the Debtors; bankruptcy estates with
respect to the matters for which it is to be employed, according to
court filings.
The firm can be reached through:
Myron P. Boots
Buckley & Boots, LLC
1120 Texas St Apt 3b
Houston, TX 77002-3135
About Victerra Energy Holding Co.
Victerra -- https://victerra.com/ -- acquires and develops upstream
oil and gas projects in the onshore United States. Currently,
Victerra is focused on the Permian Basin with its existing project
in Western Reeves County.
Victerra Energy Holding Co., LLC, based in Houston, TX, filed a
Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-32488) on May 6,
2020. In the petition signed by CRO Drew McManigle, the Debtor was
estimated to have $10 million to $50 million in both assets and
liabilities. The Hon. Marvin Isgur oversees the case. OKIN ADAMS
LLP is serving as bankruptcy counsel to the Debtor.
VICTERRA ENERGY: Hires MACCO Restructuring as Financial Advisor
---------------------------------------------------------------
Victerra Energy Holding Co., LLC, and its debtor-affiliates, seek
authority from the U.S. Bankruptcy Court for the Southern District
of Texas to employ MACCO Restructuring Group, LLC, as their
financial advisors.
The Debtors also request retention of MACCO to provide Drew
McManigle as CRO to the Debtors. As CRO, McManigle will lead the
Debtors' management and personnel.
Services to be provided by MACCO are:
a. provide business and debt restructuring advice, including
business strategy and other key elements of the business;
b. assist the Debtors with managing the due diligence requests
and other items that may be requested by its various constituents
as part of the restructuring process;
c. coordinate with the Debtors' advisors, employees and
management to ensure a cohesive strategy, approach and message
developed and delivered to the key constituents throughout the
restructuring process;
d. assist or prepare a weekly 13-week cash flow forecast and
related financial and business models that can be utilized by
management, the board of directors, and others to identify
potential opportunities to enhance the Debtors' liquidity;
e. work with the Debtors and their teams to further identify
and implement both shortterm and long-term liquidity generating
initiatives;
f. assist with the preparation of the Statement of Financial
Affairs and Schedules, Monthly Operating Reports and other similar
regular chapter 11 administrative, financial and accounting reports
required by the Court as well as aiding in such areas as testimony
before the Court on matters that are within MACCO's areas of
expertise;
g. review inventory to determine its salability and to provide
monetization alternative;
h. make operational decisions, including those which may
potential affect operations,
contracting, accounting, collection of accounts, cash and cash
disbursements, and all similar business undertakings;
i. assist in or directly implement cost containment
procedures;
j. direct, supervise, hire and terminate the Debtors'
employees, consultants and professional (subject to applicable law
and contractual obligations of the Debtors);
k. manage and control cash, cash transfers, cash inflows or
outflows and financing commitments (such as contractual obligations
and compensatory agreements) that involve cash transactions;
l. cancel, commit to, or renegotiating any and all contracts,
whether existing or
otherwise;
m. reorganization of assets as deemed appropriate;
n. negotiate with the Debtors' creditors; prospective
purchase, equity holders, equity committees, official committee of
unsecured creditors an all other parties-in-interest;
o. evaluate and make recommendations and decisions in
connection with strategic alternatives to maximize the value of the
Debtors; and,
p. make any and all business decisions on behalf of the
Debtors, as necessary or required, utilizing the CRO's business
judgment, including any other professional services that may become
necessary.
The hourly rates for MACCO personnel are:
Drew McManigle $550
Managing Directors $475 to $550
Directors $350 to $500
Senior Financial Analysts $350 to $475
Financial Analysts $175 to $350
Administrative Staff $100 to $200
Mr. McManigle assures the court that he and his firm qualify as
"disinterested persons" as that term is defined in Sec. 101(14) of
the Bankruptcy Code, as modified by Sec. 1107(b).
The firm can be reached through:
Drew McManigle
MACCO Restructuring Group, LLC
700 Milam St #1300
Houston, TX 77002
About Victerra Energy Holding Co.
Victerra -- https://victerra.com/ -- acquires and develops upstream
oil and gas projects in the onshore United States. Currently,
Victerra is focused on the Permian Basin with its existing project
in Western Reeves County.
Victerra Energy Holding Co., LLC, based in Houston, TX, filed a
Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-32488) on May 6,
2020. In the petition signed by CRO Drew McManigle, the Debtor was
estimated to have $10 million to $50 million in both assets and
liabilities. The Hon. Marvin Isgur oversees the case. OKIN ADAMS
LLP is serving as bankruptcy counsel to the Debtor.
VICTERRA ENERGY: Seeks to Hire Okin Adams as Counsel
----------------------------------------------------
Victerra Energy Holding Co., LLC, and its debtor-affiliates, seek
authority from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Okin Adams LLP as their counsel.
Victerra Energy requires Okin Adams to:
a) advise the Debtors with respect to their rights, duties and
powers in the Bankruptcy Cases;
b) assist and advise the Debtors in their consultations
relative to the administration of the Bankruptcy Cases;
c) assist the Debtors in analyzing the claims of the creditors
and in negotiating with such creditors;
d) assist the Debtors in the analysis of and negotiations with
any third-party concerning matters relating to, among other things,
a sale of substantially all of the Debtors' assets, or the terms of
a plan of reorganization;
e) represent the Debtors at all hearings and other
proceedings;
f) review and analyze all applications, orders, statements of
operations and schedules filed with the Court and advise the
Debtors as to their propriety;
g) assist the Debtors in preparing pleadings and applications
as may be necessary in furtherance of the Debtors' interests and
objectives; and
h) perform such other legal services as may be required and
are deemed to be in the interests of the Debtors in accordance with
the Debtors' powers and duties as set forth in the Bankruptcy
Code.
Current hourly rates of the attorneys are:
Matthew S. Okin, Partner $575
David L. Curry, Partner $450
Johnie A. Maraist, Associate $265
Okin Adams received an initial retainer from the Debtors of
$200,000 on May 5, 2020.
David. L. Curry, Esq., partner at Okin Adams, attests that the firm
does not hold or represent an interest adverse to the estate and is
"disinterested persons," as that term is defined in section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Matthew S. Okin, Esq.
OKIN ADAMS LLP
1113 Vine St., Suite 240
Houston, TX 77002
Tel: (713) 228-4100
Email: info@okinadams.com
About Victerra Energy Holding Co.
Victerra -- https://victerra.com/ -- acquires and develops upstream
oil and gas projects in the onshore United States. Currently,
Victerra is focused on the Permian Basin with its existing project
in Western Reeves County.
Victerra Energy Holding Co., LLC, based in Houston, TX, filed a
Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-32488) on May 6,
2020. In the petition signed by CRO Drew McManigle, the Debtor was
estimated to have $10 million to $50 million in both assets and
liabilities. The Hon. Marvin Isgur oversees the case. OKIN ADAMS
LLP is serving as bankruptcy counsel to the Debtor.
VIDANGEL INC: Trustee Hires Kaplan Voekler as Special Counsel
-------------------------------------------------------------
George Hofmann, the Chapter 11 Trustee of Vidangel, Inc., seeks
authority from the U.S. Bankruptcy Court for the District of Utah
to retain Kaplan, Voekler, Cunningham & Frank, PLC as his special
counsel.
The Trustee desires to retain KVCF as special counsel to represent
the Estate in a new round of "fund-raising" for the Debtor, which
would be implemented immediately upon or after the "Effective Date"
of the Trustee's proposed Plan.
Kaplan has agreed to provide services to the Estate in exchange
for:
(i) a cash payment of $30,000, payable within 7 days after the
commencement of the firm's work; and
(ii) options for $200,000 worth of shares of common stock.
Robert Kaplan, Jr., Esq., member of Kaplan, attests that neither
the firm nor any of its members represent, or will represent, any
person or interest adverse to the Estate with respect to the
matters for which it seeks to be employed.
The firm can be reached through:
Robert Kaplan, Jr., Esq.
Kaplan, Voekler, Cunningham, &
Frank, PLC
1401 E Cary St
PO Box 2470
Richmond, VA 23219
Phone: +1 804-823-4000
About Vidangel, Inc.
Based in Provo, Utah, VidAngel, Inc., is an entertainment platform
empowering users to filter language, nudity, violence, and other
content from movies and TV shows on modern streaming devices such
as iOS, Android, and Roku. The company's newly launched service
empowers users to filter via their Netflix, Amazon Prime, and HBO
on Amazon Prime accounts, as well as enjoy original content
produced by VidAngel Studios. Its signature original series, Dry
Bar Comedy, now features the world's largest collection of clean
standup comedy, earning rave reviews from fans nationwide.
VidAngel filed a Chapter 11 petition (Bankr. D. Utah Case No.
17-29073) on Oct. 18, 2017. In the petition signed by CEO Neal
Harmon, the Debtor was estimated to have $1 million to $10 million
in both assets and liabilities.
Judge Kevin R. Anderson oversees the case.
The Debtor tapped J. Thomas Beckett, Esq., at Parsons Behle &
Latimer, as bankruptcy counsel; Durham Jones & Pinegar, Baker
Marquart LLP, and Stris & Maher LLP as special counsel; Call &
Jensen, P.C., as special counsel; and Tanner LLC as auditor and
advisor. The Debtor also hired economic consulting expert Analysis
Group, Inc.
VILLAGE EAST: Committee Hires Middleton Reutlinger as Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Village East, Inc.
seeks authority from the United States Bankruptcy Court for the
Western District of Kentucky to retain Middleton Reutlinger as its
counsel.
The Committee requires Middleton Reutlinger to:
(a) advise and consult with the Committee concerning its
rights, powers and duties under Bankruptcy Code Sec. 1103;
(b) advise and consult with the Committee concerning the
administration of the Debtor's Chapter 11 Case;
(c) advise and consult with the Committee regarding its duty
to investigate and investigation of the acts, conduct, assets,
liabilities, and financial condition of the Debtor and the
operation of the Debtor's business;
(d) advise and consult with the Committee in connection with
the Debtor's post-petition financing and the Debtor’s exit
strategy from chapter 11, including, but not limited to, the
formulation and confirmation of a plan of
reorganization;
(e) investigate and advise upon the nature, enforceability,
and validity of the indebtedness incurred by the Debtor’s and the
liens against the Debtor's properties;
(f) advise and consult with the Committee in connection with
any sale of some or all of the assets of the Debtors;
(g) prepare on behalf of the Committee all necessary and
appropriate applications, answers, draft orders, motions,
responses, objections, notices, pleadings, and other legal papers;
(h) review all financial and other reports filed in the
Chapter 11 Case;
(i) appear on behalf of the Committee in this Court; and
(j) perform all other necessary legal services on behalf of
the Committee in connection with Debtor's Chapter 11 Cases.
The range of current hourly rates charged by Middleton Reutlinger
for professionals and paraprofessionals employed in its offices are
$175 for paralegals to $500 for the most senior attorneys, with the
standard chapter 11 hourly rate of Andrew David Stosberg, Esq.,
being $360 per hour.
Mr. Stosberg, attorney at Middleton Reutlinger, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Andrew David Stosberg, Esq.
Middleton Reutlinger
401 South Fourth Street, Suite 2600
Louisville, Ky 40202
Tel: 502-625-2734
Fax: 502-588-1944
Email: astosberg@middletonlaw.com
About Village East, Inc.
Village East, Inc. -- https://www.villageeastcommunity.com -- is a
Kentucky nonprofit corporation that operates a senior living
community. It offers assisted living apartments, independent
living patio homes, and apartments for seniors.
Village East, Inc., filed a voluntary petition under Chspter 11 of
the Bankruptcy Code (Bankr. W.D. Ky. Case No. 20-31144) on April 9,
2020. In the petition signed by Tina Newman, executive director,
the Debtor estimated $8,143,599 in assets and $9,247,199 in
liabilities. Charity S. Bird, Esq. at Kaplan Johnson Abate & Bird,
LLP represents the Debtor as counsel.
VISCARIA CONSULTING: Seeks to Hire Lane Law as Legal Counsel
------------------------------------------------------------
Viscaria Consulting and Services, LLC, seeks authority from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Russell Van Beustring of The Lane Law Firm, PLLC, as its legal
counsel.
Viscaria Consulting requires Lane Law to:
a. assist, advise and represent the Debtors relative to the
administration of the chapter 11 case;
b. assist, advise and represent the Debtors in analyzing the
Debtors' assets and liabilities, investigating the extent and
validity of lien and claims, and participating in and reviewing any
proposed asset sales or dispositions;
c. attend meetings and negotiate with the representatives of
the secured creditors;
d. assist the Debtors in the preparation, analysis and
negotiation of any plan of reorganization and disclosure statement
accompanying any plan of reorganization;
e. take all necessary action to protect and preserve the
interests of the Debtors;
f. appear, as appropriate, before this Court, the Appellate
Courts, and other Courts in which matters may be heard and to
protect the interests of the Debtors before said Courts and the
U.S. Trustee; and
g. perform all other necessary legal services in these cases.
Lane Law will be paid at these hourly rates:
Attorneys $350
Associates $250
Legal Assistants $125
Lane Law received a retainer of $20,000 from the Debtor on Oct. 28,
2019.
Lane Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Russell Van Beustring, partner of The Lane Law Firm, LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Lane Law can be reached at:
Russell Van Beustring, Esq.
THE LANE LAW FIRM, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Tel: (713) 595-8200
Fax: (713) 595-8201
About Viscaria Consulting and Services
Viscaria Consulting and Services, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
19-35993) on Oct. 28, 2019.
At the time of the filing, the Debtor had estimated assets of
between $50,001 and $100,000 and liabilities of between $100,001
and $500,000.
The case has been assigned to Judge Christopher M. Lopez. The
Debtor tapped Russell Van Beustring, Esq., at The Lane Law Firm,
PLLC as its legal counsel.
The Office of the U.S. Trustee on Dec. 3 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Viscaria Consulting and
Services, LLC.
WALKER SERVICE: Gets Approval to Hire Spence Law Office as Counsel
------------------------------------------------------------------
Walker Service Corp. and its affiliates received approval from the
U.S. Bankruptcy Court for the Eastern District of New York to
employ Spence Law Office, P.C. as their legal counsel.
The firm will provide the following services in connection with
Debtors' Chapter 11 cases:
(a) give Debtors guidance with respect to their power and
responsibility in the continued management of their property;
(b) attend creditors' meetings and Section 341 hearings;
(c) negotiate with creditors of the Debtors in formulating a
plan of reorganization and to take the necessary legal steps in
order to institute plans of reorganization;
(d) aid the Debtors in the preparation and drafting of
disclosure statement;
(e) prepare on behalf of the Debtors, all necessary petitions,
reports, applications, orders and other legal papers;
(f) appear before the United States Bankruptcy Court and to
represent the Debtors in all matters pending before said Court;
and
(g) perform all legal services that may be necessary and
appropriate.
The firm's attorneys and paralegals will be paid at hourly rates as
follows:
Partners $475
Associates/Of Counsel $325 - $475
Paralegals $125
Spence Law Office received a retainer in the aggregate amount of
$30,000.
Robert Spence, Esq., at Spence Law Office, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert J. Spence, Esq.
Spence Law Office, P.C.
55 Lumber Road, Suite 5
Roslyn, NY 11576
Telephone: (516) 336-2060
Facsimile: (516) 605-2084
Email: rspence@spencelawpc.com
About Walker Service
Walker Service Corp. and its debtor affiliates are privately held
companies in the taxi and limousine service industry.
On March 27, 2020, Walker Service Corp. and 21 affiliates
concurrently filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 20-41759).
At the time of the filing, Walker Service disclosed estimated
assets of $100,000 to $500,000 and estimated liabilities of $1
million to $10 million. Judge Elizabeth S. Stong oversees the
cases.
Debtors tapped Griffin Hamersky LLP and Spence Law Office, P.C. as
legal counsel.
WHITING PETROLEUM: Egan-Jones Lowers Sr. Unsec. Debt Ratings to D
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 1, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Whiting Petroleum Corporation to D from CCC-. EJR also
downgraded the rating on commercial paper issued by the Company to
D from D.
Headquartered in Denver, Colorado, Whiting Petroleum Corporation
operates as an oil and gas exploration company.
WILSON METAL: Amended Plan of Reorganization Confirmed by Judge
---------------------------------------------------------------
Judge Stacey G. Jernigan has entered an order confirming the First
Amended Plan Combined with Disclosure Statement filed by Wilson
Metal Fabricators, Inc.
The Plan represents arms-length negotiations between the Debtor and
the Debtor’s various creditors. Thus, the Plan satisfies
Bankruptcy Code section 1129(a)(3).
Claims in Classes 1, 2, 3 and 4 are Impaired under the Plan.
Impaired Class 1 Claim of Chase Bank, and the Impaired Class 4
Claims of Unsecured Creditors have voted to accept the Plan in
accordance with Bankruptcy Code section 1126(c).
A full-text copy of the Confirmation Order dated May 19, 2020, is
available at https://tinyurl.com/ybqpt5ma from PacerMonitor at no
charge.
Attorneys for the Debtor:
QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER, P.C.
2001 Bryan Street, Suite 1800
Dallas, Texas 75201
Tel: (214) 880-1805
Fax: (214) 871-2111
John Paul Stanford
About Wilson Metal Fabricators
Wilson Metal Fabricators, Inc. -- http://www.wilsonmetalfab.com/--
owns a custom fabrication sheet metal shop specializing in curtain
wall systems and job shop fabrication. It was established by owner
Darold Wilson in 1997.
Wilson Metal Fabricators sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-31452) on April 30,
2019. At the time of the filing, the Debtor had estimated assets
of less than $500,000 and liabilities of between $1 million and $10
million. The case is assigned to Judge Stacey G. Jernigan.
Quilling, Selander, Lownds, Winslett & Moser, P.C., is the Debtor's
counsel.
WYNN MACAU: Moody's Assigns B1 Rating to New $750MM Unsec. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Wynn Macau,
Limited's proposed $750 million senior unsecured notes due 2026.
WML is a 72.2% owned subsidiary of Wynn Resorts Finance, LLC, which
in turn is a wholly-owned subsidiary of Wynn Resorts, Limited.
WRF's Ba3 Corporate Family rating, Ba3-PD Probability of Default
rating, and existing Ba1 rated senior secured revolver and term
loan and B1 rated senior unsecured notes are unchanged. The
existing B1 rated senior unsecured notes at WML and Wynn Las Vegas,
LLC are unchanged. The company's speculative-grade liquidity rating
of SGL-2 is unchanged. The outlook remains negative.
Proceeds from the proposed $750 million senior unsecured notes, net
of fees and expenses, will be used for general corporate purposes
until business recovers from the effects of the coronavirus, and
then to facilitate the repayment of a portion of the amounts
outstanding under the Wynn Macau Credit Facilities.
The additional liquidity is beneficial as it further improves the
company's liquidity profile and runway in Macau to over 2 years on
a cash burn basis as they manage the current weak operating
environment, including reduced visitation levels in Macau. Although
there is an initial increase in leverage on a gross basis, the
transaction enables the company to reduce the secured debt in its
capital structure once business conditions improve.
Assignments:
Issuer: Wynn Macau, Limited
Senior Unsecured Regular Bond/Debenture, Assigned B1(LGD5)
RATINGS RATIONALE
Wynn's Ba3 Corporate Family Rating reflects the meaningful earnings
decline over the next few months expected from efforts to contain
the coronavirus and the potential for a slow recovery once
properties reopen. The rating is supported by the quality,
popularity, and favorable reputation of the company's resort
properties -- a factor that continues to distinguish it from most
other gaming operators -- along with the company's well-established
and very successful track record of building large, high quality
destination resorts. Wynn's good liquidity and relatively low cost
of debt capital also support the ratings. The Ba3 Corporate Family
Rating also incorporates Moody's expectation that Wynn will
successfully renew its Macau concession agreement prior to its 2022
expiration on terms that will not, in and of itself, impair Wynn's
credit quality. Key credit concerns include Wynn's limited
diversification despite being one of the largest U.S. gaming
operators in terms of revenue. Wynn's revenue and cash flow will
remain heavily concentrated in the Macau gaming market, Moody's
also expects that Wynn will be presented with and pursue other
large, high profile, integrated resort development opportunities
around the world. As a result, there will likely be periods where
the company's leverage experiences periods of increases due to
partially debt-financed, future development projects.
Wynn's speculative-grade liquidity rating of SGL-2 reflects
expected decline in earnings and cash flow. As of March 31, 2020,
Wynn had cash of $2.88 billion on a consolidated basis, with over
$1.8 billion in Macau. Proforma for the proposed bond offering, the
company will have nearly $2.5 billion in liquidity in Macau.
Moody's estimates the company could maintain sufficient internal
cash sources after maintenance capital expenditures to meet
required annual amortization and interest requirements assuming a
sizeable decline in annual EBITDA. The expected EBITDA decline will
not be ratable over the next year and because EBITDA and free cash
flow will be negative for an uncertain time period, liquidity and
leverage could deteriorate quickly over the next few months.
The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The gaming sector
has been one of the sectors most significantly affected by the
shock given its sensitivity to consumer demand and sentiment. More
specifically, the weaknesses in Wynn's credit profile, including
its exposure to travel disruptions and discretionary consumer
spending have left it vulnerable to shifts in market sentiment in
these unprecedented operating conditions and Wynn remains
vulnerable to the outbreak continuing to spread.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. The action reflects the impact on Wynn of the breadth
and severity of the shock, and the broad deterioration in credit
quality it has triggered.
The negative outlook reflects the uncertain duration and recovery
from the coronavirus-related earnings and cash flow pressure, which
will lead to higher debt even when property earnings recover.
Earnings will decline due to the disruption in casino visitation
resulting from efforts to contain the spread of the coronavirus
including recommendations from federal, state and local governments
to avoid gatherings and avoid non-essential travel. These efforts
include mandates to close casinos on a temporary basis. The
negative outlook also reflects the negative effect on consumer
income and wealth stemming from job losses and asset price
declines, which will diminish discretionary resources to spend at
casinos once this crisis subsides. Wynn remains vulnerable to
travel disruptions and unfavorable sudden shifts in discretionary
consumer spending and the uncertainty regarding the timing of
facility re-openings and the pace at which consumer spending at the
company's properties will recover.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Ratings could be downgraded if liquidity deteriorates or if Moody's
anticipates Wynn's earnings declines to be deeper or more prolonged
because of actions to contain the spread of the virus or reductions
in discretionary consumer spending.
A ratings upgrade is unlikely given the weak operating environment.
However, an upgrade would require that the continued ramp-up of
Encore Boston Harbor supports WRF's ability to maintain net
debt/EBITDA on a Moody's adjusted basis below 5.0 times.
Wynn Resorts Finance, LLC is an indirect wholly-owned subsidiary of
Wynn Resorts, Limited, and holds all of Wynn Resorts, Limited's
ownership interests in Wynn Las Vegas, LLC, which owns and operates
the Wynn Las Vegas integrated resort in Las Vegas, Nevada
(excluding certain leased retail space that is owned by Wynn
Resorts directly), in Wynn Asia, and in Wynn MA, LLC, which owns
and operates Encore Boston Harbor. Consolidated revenue for the
last twelve-month period ended March 31, 2020 was $5.9 billion.
The principal methodology used in this rating was Gaming Industry
published in December 2017.
YRC WORLDWIDE: Egan-Jones Lowers Sr. Unsecured Debt Ratings to CCC
------------------------------------------------------------------
Egan-Jones Ratings Company, on June 3, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by YRC Worldwide Inc. to CCC from CCC+.
Headquartered in Overland Park, Kansas, YRC Worldwide, Inc.
operates as a holding company.
YUM! BRANDS: Egan-Jones Lowers Sr. Unsec. Debt Ratings to B
-----------------------------------------------------------
Egan-Jones Ratings Company, on June 1, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Yum! Brands Inc. to B from B+. EJR also downgraded the rating on
commercial paper issued by the Company to B from A3.
Headquartered in Louisville, Kentucky, Yum! Brands, Inc. owns and
franchises quick-service restaurants worldwide.
YUNHONG CTI: LF International Has 56.9% Stake as of June 5
----------------------------------------------------------
LF International Pte. Ltd. disclosed in a Schedule 13D/A filed with
the Securities and Exchange Commission that as of June 5, 2020, it
beneficially owns 5,400,000 shares of common stock of Yunhong CTI
Ltd., which represents 56.9 percent of the shares outstanding.
Yubao Li, a director of the Issuer and a 95% owner of LF, may be
deemed to beneficially own 56.9% of the Issuer's outstanding Common
Stock based on the number of Common Stock (4,494,608) outstanding
as of June 3, 2020, as reported on the Issuer's Definitive Schedule
14C filed on June 9, 2020, plus 5,000,000 shares of Common Stock
underlying Series A Preferred Stock held by LF as of June 5, 2020.
The Reporting Persons may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Act.
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/aCExKz
About Yunhong CTI Ltd.
Yunhong CTI Ltd. f/k/a CTI Industries --
http://www.ctiindustries.com/-- is a manufacturer and marketer of
foil balloons and producer of laminated and printed films for
commercial uses. Yunhong CTI also distributes Candy Blossoms and
other gift items and markets its products throughout the United
States and in several other countries.
CTI reported a net loss of $8.07 million for the year ended Dec.
31, 2019, compared to a net loss of $3.74 million for the year
ended Dec. 31, 2018, following a net loss of $1.78 million for the
year ended Dec. 31, 2017. As of Dec. 31, 2019, the Company had
$31.32 million in total assets, $30.19 million in total
liabilities, and $1.13 million in total equity.
RBSM, in Larkspur, CA, the Company's auditor since 2019, issued a
"going concern" qualification in its report dated May 14, 2020,
citing that the Company has suffered net losses from operations and
liquidity limitations that raise substantial doubt about its
ability to continue as a going concern.
[*] Subchapter V and the Single Asset Real Estate in Covid World
----------------------------------------------------------------
Spilman Thomas & Battle, PLLC, wrote an article on JDSupra titled
Subchapter V and the Single Asset Real Etsate Debtor in a Covid-19
World.
Over a year ago, Congress amended the Bankruptcy Code to create
Subchapter V, with the intent of encouraging small businesses
(defined as those with less than $2,725,625.00 in debt) to file
reorganization plans more often by saving certain costs of a
routine Chapter 11. Congress then passed the CARES Act in response
to the COVID-19 pandemic, raising the debt limit to $7,500,000.00.
Though these new laws are intended to streamline small business
bankruptcy cases, we openly question whether the target
audience--those impacted most immediately by the pandemic--will
even qualify.
In particular, the interplay of 11 U.S.C. Sec. 101(51B) (which
defines a single-asset real- estate debtor [SARE]) and 11 U.S.C.
Sec. 1182(1)(A) (which renders SARE debtors ineligible under
Subchapter V) may limit the intended positive impact of Subchapter
V on debtors (and give creditors grounds for attack). To date, the
SARE definition has not created too much controversy (though it has
created some). However, imagine this scenario: a commercial
landlord owns a single commercial building that rents units to a
handful of tenants. Those tenants operate "non-essential"
businesses. As a result, those tenants' income is substantially
limited. They cannot pay rent. The landlord suffers a cash
shortage and cannot pay its mortgage on the commercial building.
The landlord decides to file for bankruptcy protection. This is
easy enough to envision because these circumstances are playing out
across all 50 states right now.
In those situations, a commercial landlord may seek bankruptcy
protection, particularly if the landlord has a spotty payment
history itself and its creditors are therefore less understanding
about how COVID-19 (and not a poor payment history) play into the
resulting payment default. Landlords may think twice, however, if
they own a single commercial building unless they can convince a
court they are not SARE debtors. If they are SARE debtors, they do
not qualify for Subchapter V and will either have to dismiss their
case (not always a given), convert their case to Chapter 7
(contrary to their goals), or let the case play out in Chapter 11
(despite the additional costs and expenses).
As a result, this issue --when is a debtor considered a SARE --
likely will become a common Subchapter V dispute in the immediate
future. Case law has developed to define the boundaries of the
definition of a SARE. Hotel owners and operators, golf course
owners and operators, and marina owners and operators, for example,
are generally not SARE debtors. On the other hand, an owner of
multiple contiguous parcels of real property generally treated as a
single tract leased to one, or even multiple, tenants, has been
considered a SARE debtor.
One of the new features of a Subchapter V case is the initial
status conference, generally set within 30-60 days of the filing,
in which the Court will often hear from the debtor, interested
creditors, and the Subchapter V Trustee (another new feature of
Subchapter V) to determine when the claims deadline should be set,
when certain other deadlines should be set, and whether there are
more general issues the Court needs to address. A creditor will
want to determine whether the debtor is a SARE and, importantly,
whether the creditor even wants to attack the debtor's
qualifications as a Subchapter V debtor in the first place, prior
to that status conference.
Either way, the decision will have long-term consequences for the
bankruptcy case and the financial status of the debtor. As a
result, this choice requires careful examination and weight of the
pros and cons of a Subchapter V case. Understandably, the
consequence of this reality will be the development of a rich body
of case law and splits of authority on the issue. As such, the
results will not always be predictable, but, given the consequence,
practitioners and their clients should weigh their options
carefully and immediately to produce the best results possible.
[^] BOND PRICING: For the Week from June 8 to 12, 2020
------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
24 Hour Fitness Worldwide HRFITW 8.000 3.000 6/1/2022
24 Hour Fitness Worldwide HRFITW 8.000 3.399 6/1/2022
Ahern Rentals Inc AHEREN 7.375 46.923 5/15/2023
America West Airlines
2000-1 Pass
Through Trust AAL 8.057 100.000 7/2/2020
America West Airlines
2001-1 Pass
Through Trust AAL 7.100 79.953 4/2/2021
American Airlines 2011-1
Class A Pass
Through Trust AAL 5.250 80.510 1/31/2021
American Airlines 2013-1
Class B Pass
Through Trust AAL 5.625 84.000 1/15/2021
American Energy-
Permian Basin LLC AMEPER 12.000 11.515 10/1/2024
American Energy-
Permian Basin LLC AMEPER 12.000 11.907 10/1/2024
American Energy-
Permian Basin LLC AMEPER 12.000 11.907 10/1/2024
AmerisourceBergen Corp ABC 3.500 103.444 11/15/2021
Applied Materials Inc AMAT 4.300 102.374 6/15/2021
Avid Technology Inc AVID 2.000 99.015 6/15/2020
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bank of America Corp BAC 3.000 98.209 6/24/2020
Basic Energy Services Inc BASX 10.750 42.518 10/15/2023
Basic Energy Services Inc BASX 10.750 42.518 10/15/2023
Beverages & More Inc BEVMO 11.500 64.494 6/15/2022
Bon-Ton Department Stores BONT 8.000 9.400 6/15/2021
Briggs & Stratton Corp BGG 6.875 28.065 12/15/2020
Bristow Group Inc/old BRS 6.250 5.874 10/15/2022
Bristow Group Inc/old BRS 4.500 5.875 6/1/2023
British Airways 2013-1
Class B Pass
Through Trust IAGLN 5.625 97.998 6/20/2020
British Airways 2013-1
Class B Pass
Through Trust IAGLN 5.625 97.998 6/20/2020
Bruin E&P Partners LLC BRUINE 8.875 2.614 8/1/2023
Bruin E&P Partners LLC BRUINE 8.875 2.201 8/1/2023
Buffalo Thunder
Development Authority BUFLO 11.000 50.125 12/9/2022
CBL & Associates LP CBL 5.250 31.000 12/1/2023
CBL & Associates LP CBL 4.600 31.546 10/15/2024
CEC Entertainment Inc CEC 8.000 11.601 2/15/2022
Calfrac Holdings LP CFWCN 8.500 6.169 6/15/2026
Calfrac Holdings LP CFWCN 10.875 35.777 3/15/2026
Calfrac Holdings LP CFWCN 8.500 5.900 6/15/2026
California Resources Corp CRC 8.000 1.464 12/15/2022
California Resources Corp CRC 6.000 1.324 11/15/2024
California Resources Corp CRC 8.000 1.832 12/15/2022
California Resources Corp CRC 6.000 1.137 11/15/2024
Callon Petroleum Co CPE 6.250 41.295 4/15/2023
Chaparral Energy Inc CHAP 8.750 10.284 7/15/2023
Chaparral Energy Inc CHAP 8.750 10.452 7/15/2023
Chesapeake Energy Corp CHK 11.500 6.072 1/1/2025
Chesapeake Energy Corp CHK 11.500 8.282 1/1/2025
Chesapeake Energy Corp CHK 5.500 4.250 9/15/2026
Chesapeake Energy Corp CHK 8.000 3.538 6/15/2027
Chesapeake Energy Corp CHK 5.375 4.676 6/15/2021
Chesapeake Energy Corp CHK 4.875 5.012 4/15/2022
Chesapeake Energy Corp CHK 5.750 4.271 3/15/2023
Chesapeake Energy Corp CHK 7.000 3.358 10/1/2024
Chesapeake Energy Corp CHK 8.000 4.397 1/15/2025
Chesapeake Energy Corp CHK 7.500 2.917 10/1/2026
Chesapeake Energy Corp CHK 8.000 2.000 3/15/2026
Chesapeake Energy Corp CHK 8.000 3.115 6/15/2027
Chesapeake Energy Corp CHK 8.000 3.115 6/15/2027
Chesapeake Energy Corp CHK 8.000 1.759 3/15/2026
Chesapeake Energy Corp CHK 8.000 3.000 1/15/2025
Chesapeake Energy Corp CHK 8.000 3.000 1/15/2025
Chesapeake Energy Corp CHK 8.000 1.759 3/15/2026
Citigroup Inc C 5.950 93.571 N/A
CorEnergy Infrastructure
Trust Inc CORR 7.000 80.000 6/15/2020
Dean Foods Co DF 6.500 3.125 3/15/2023
Dean Foods Co DF 6.500 3.031 3/15/2023
Denbury Resources Inc DNR 9.000 47.938 5/15/2021
Denbury Resources Inc DNR 9.250 49.730 3/31/2022
Denbury Resources Inc DNR 5.500 6.422 5/1/2022
Denbury Resources Inc DNR 4.625 3.656 7/15/2023
Denbury Resources Inc DNR 6.375 8.500 12/31/2024
Denbury Resources Inc DNR 6.375 4.857 8/15/2021
Denbury Resources Inc DNR 9.000 46.588 5/15/2021
Denbury Resources Inc DNR 9.250 49.306 3/31/2022
Diamond Offshore Drilling DOFSQ 7.875 13.300 8/15/2025
Diamond Offshore Drilling DOFSQ 5.700 13.000 10/15/2039
Diamond Offshore Drilling DOFSQ 3.450 16.000 11/1/2023
ENSCO International Inc VAL 7.200 10.608 11/15/2027
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 25.000 5/15/2026
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 8.000 2.000 11/29/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 9.375 1.068 5/1/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 24.987 5/15/2026
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 8.000 1.854 11/29/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 9.375 1.068 5/1/2024
EnLink Midstream Partners ENLK 6.000 40.000 N/A
Energy Conversion Devices ENER 3.000 7.875 6/15/2013
Energy Future Competitive
Holdings Co LLC TXU 1.121 0.072 1/30/2037
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 29.555 7/15/2023
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 30.083 7/15/2023
Extraction Oil & Gas Inc XOG 7.375 11.975 5/15/2024
Extraction Oil & Gas Inc XOG 5.625 12.026 2/1/2026
Extraction Oil & Gas Inc XOG 5.625 11.979 2/1/2026
Extraction Oil & Gas Inc XOG 7.375 12.258 5/15/2024
FTS International Inc FTSINT 6.250 31.940 5/1/2022
Federal Farm Credit Banks
Funding Corp FFCB 0.800 99.428 6/16/2021
Federal Farm Credit Banks
Funding Corp FFCB 0.750 99.727 9/16/2021
Federal Farm Credit Banks
Funding Corp FFCB 0.830 99.843 12/16/2021
Federal Farm Credit Banks
Funding Corp FFCB 2.200 99.783 3/4/2030
Federal Farm Credit Banks
Funding Corp FFCB 0.920 99.480 9/16/2021
Federal Farm Credit Banks
Funding Corp FFCB 1.330 99.495 9/16/2025
Federal Farm Credit Banks
Funding Corp FFCB 0.630 99.448 3/16/2021
Federal Home Loan Banks FHLB 2.000 98.389 9/14/2026
Federal Home Loan Banks FHLB 0.870 99.481 12/17/2021
Federal Home Loan
Mortgage Corp FHLMC 2.000 99.859 9/16/2024
Federal Home Loan
Mortgage Corp FHLMC 2.000 99.557 12/16/2024
Federal Home Loan
Mortgage Corp FHLMC 1.550 99.620 9/15/2021
Federal Home Loan
Mortgage Corp FHLMC 1.850 99.855 12/16/2022
Federal Home Loan
Mortgage Corp FHLMC 1.800 99.839 9/16/2022
Federal Home Loan
Mortgage Corp FHLMC 2.100 99.770 12/16/2024
Federal Home Loan
Mortgage Corp FHLMC 1.750 99.847 6/16/2022
Federal Home Loan
Mortgage Corp FHLMC 2.050 99.858 6/16/2022
Federal Home Loan
Mortgage Corp FHLMC 1.910 99.851 6/16/2023
Federal Home Loan
Mortgage Corp FHLMC 2.210 99.650 9/16/2024
Federal Home Loan
Mortgage Corp FHLMC 2.000 99.798 9/16/2022
Federal Home Loan
Mortgage Corp FHLMC 2.030 99.827 3/16/2022
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
Ford Motor Credit Co LLC F 2.250 98.826 6/20/2020
Ford Motor Credit Co LLC F 2.200 99.495 6/20/2020
Forum Energy Technologies FET 6.250 42.143 10/1/2021
Frontier Communications FTR 11.000 36.375 9/15/2025
Frontier Communications FTR 10.500 36.500 9/15/2022
Frontier Communications FTR 7.125 31.750 1/15/2023
Frontier Communications FTR 8.750 35.750 4/15/2022
Frontier Communications FTR 6.875 34.250 1/15/2025
Frontier Communications FTR 7.625 35.500 4/15/2024
Frontier Communications FTR 6.250 35.250 9/15/2021
Frontier Communications FTR 8.875 28.500 9/15/2020
Frontier Communications FTR 9.250 32.000 7/1/2021
Frontier Communications FTR 11.000 29.500 9/15/2025
Frontier Communications FTR 10.500 36.402 9/15/2022
Frontier Communications FTR 11.000 35.965 9/15/2025
Frontier Communications FTR 10.500 30.875 9/15/2022
General Electric Co GE 5.000 80.537 N/A
Global Eagle Entertainment ENT 2.750 6.243 2/15/2035
Goodman Networks Inc GOODNT 8.000 42.500 5/11/2022
Great Western Bancorp Inc GWB 4.875 93.753 8/15/2025
Great Western Petroleum
LLC / Great Western
Finance Corp GRTWST 9.000 63.457 9/30/2021
Great Western Petroleum
LLC / Great Western
Finance Corp GRTWST 9.000 63.271 9/30/2021
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
Guitar Center Inc GTRC 9.500 70.051 10/15/2021
Guitar Center Inc GTRC 9.500 70.697 10/15/2021
Healthpeak Properties Inc PEAK 3.150 102.377 8/1/2022
Hertz Corp/The HTZ 6.250 42.959 10/15/2022
Hi-Crush Inc HCR 9.500 5.294 8/1/2026
Hi-Crush Inc HCR 9.500 5.255 8/1/2026
High Ridge Brands Co HIRIDG 8.875 5.125 3/15/2025
High Ridge Brands Co HIRIDG 8.875 5.125 3/15/2025
HighPoint Operating Corp HPR 7.000 25.155 10/15/2022
HighPoint Operating Corp HPR 8.750 26.013 6/15/2025
International Wire Group ITWG 10.750 75.000 8/1/2021
International Wire Group ITWG 10.750 80.568 8/1/2021
J Crew Brand LLC /
J Crew Brand Corp JCREWB 13.000 50.500 9/15/2021
JC Penney Corp Inc JCP 5.650 2.125 6/1/2020
JC Penney Corp Inc JCP 5.875 35.250 7/1/2023
JC Penney Corp Inc JCP 7.625 0.744 3/1/2097
JC Penney Corp Inc JCP 6.375 0.250 10/15/2036
JC Penney Corp Inc JCP 8.625 2.375 3/15/2025
JC Penney Corp Inc JCP 5.875 32.000 7/1/2023
JC Penney Corp Inc JCP 7.125 0.644 11/15/2023
JC Penney Corp Inc JCP 8.625 2.421 3/15/2025
JC Penney Corp Inc JCP 6.900 0.634 8/15/2026
JPMorgan Chase Financial
Co LLC JPM 2.000 99.231 12/23/2021
Jonah Energy LLC / Jonah
Energy Finance Corp JONAHE 7.250 8.451 10/15/2025
Jonah Energy LLC / Jonah
Energy Finance Corp JONAHE 7.250 7.665 10/15/2025
K Hovnanian Enterprises HOV 5.000 10.844 2/1/2040
K Hovnanian Enterprises HOV 5.000 10.844 2/1/2040
KLX Energy Services
Holdings Inc KLXE 11.500 40.803 11/1/2025
KLX Energy Services
Holdings Inc KLXE 11.500 40.720 11/1/2025
KLX Energy Services
Holdings Inc KLXE 11.500 40.449 11/1/2025
LSC Communications Inc LKSD 8.750 9.660 10/15/2023
LSC Communications Inc LKSD 8.750 9.375 10/15/2023
Lexicon Pharmaceuticals LXRX 5.250 57.587 12/1/2021
Liberty Media Corp LMCA 2.250 49.135 9/30/2046
Lonestar Resources America LONE 11.250 10.349 1/1/2023
Lonestar Resources America LONE 11.250 10.204 1/1/2023
MAI Holdings Inc MAIHLD 9.500 15.531 6/1/2023
MAI Holdings Inc MAIHLD 9.500 15.531 6/1/2023
MAI Holdings Inc MAIHLD 9.500 15.531 6/1/2023
MF Global Holdings Ltd MF 9.000 15.625 6/20/2038
MF Global Holdings Ltd MF 6.750 15.625 8/8/2016
Magellan Midstream
Partners LP MMP 4.250 101.789 2/1/2021
Martin Midstream Partners
LP / Martin Midstream
Finance Corp MMLP 7.250 67.660 2/15/2021
Martin Midstream Partners
LP / Martin Midstream
Finance Corp MMLP 7.250 69.433 2/15/2021
Martin Midstream Partners
LP / Martin Midstream
Finance Corp MMLP 7.250 69.433 2/15/2021
Mashantucket Western
Pequot Tribe MASHTU 7.350 16.000 7/1/2026
McClatchy Co/The MNIQQ 6.875 2.151 3/15/2029
McClatchy Co/The MNIQQ 6.875 1.994 7/15/2031
McClatchy Co/The MNIQQ 7.150 1.997 11/1/2027
McDermott Technology
Americas Inc /
McDermott Technology
US Inc MDR 10.625 5.019 5/1/2024
McDermott Technology
Americas Inc /
McDermott Technology
US Inc MDR 10.625 4.762 5/1/2024
Men's Wearhouse Inc/The TLRD 7.000 21.309 7/1/2022
Men's Wearhouse Inc/The TLRD 7.000 20.952 7/1/2022
MetLife Inc MET 5.250 90.563 N/A
Morgan Stanley MS 5.550 90.687 N/A
Morgan Stanley MS 2.800 99.986 6/16/2020
Morgan Stanley MS 4.835 98.985 6/24/2020
Morgan Stanley MS 1.440 100.000 6/17/2020
Murray Energy Corp MURREN 12.000 0.415 4/15/2024
Murray Energy Corp MURREN 12.000 0.415 4/15/2024
NWH Escrow Corp HARDWD 7.500 53.250 8/1/2021
NWH Escrow Corp HARDWD 7.500 53.250 8/1/2021
Nabors Industries Inc NBR 5.500 47.408 1/15/2023
Neiman Marcus Group NMG 7.125 8.110 6/1/2028
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 2.500 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 14.000 21.875 4/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 3.312 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 2.920 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 14.000 22.014 4/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 33.500 10/25/2024
Neiman Marcus Group Ltd NMG 8.000 54.000 10/15/2021
Neiman Marcus Group Ltd NMG 8.750 55.000 10/15/2021
Neiman Marcus Group Ltd NMG 8.000 55.421 10/15/2021
Neiman Marcus Group Ltd NMG 8.750 55.000 10/15/2021
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 3.876 5/15/2019
Northwest Hardwoods Inc HARDWD 7.500 34.537 8/1/2021
Northwest Hardwoods Inc HARDWD 7.500 34.537 8/1/2021
OMX Timber Finance
Investments II LLC OMX 5.540 0.573 1/29/2020
Oasis Petroleum Inc OAS 6.875 26.188 3/15/2022
Oasis Petroleum Inc OAS 6.875 25.960 1/15/2023
Oasis Petroleum Inc OAS 6.250 22.123 5/1/2026
Oasis Petroleum Inc OAS 2.625 16.500 9/15/2023
Oasis Petroleum Inc OAS 6.500 30.659 11/1/2021
Oasis Petroleum Inc OAS 6.250 22.417 5/1/2026
Omnimax International Inc EURAMX 12.000 81.803 8/15/2020
Omnimax International Inc EURAMX 12.000 78.185 8/15/2020
Optimas OE Solutions
Holding LLC / Optimas
OE Solutions Inc OPTOES 8.625 45.000 6/1/2021
Optimas OE Solutions
Holding LLC / Optimas
OE Solutions Inc OPTOES 8.625 45.041 6/1/2021
PDC Energy Inc PDCE 6.250 79.911 12/1/2025
PHH Corp PHH 6.375 58.544 8/15/2021
Party City Holdings Inc PRTY 6.625 18.244 8/1/2026
Party City Holdings Inc PRTY 6.125 19.790 8/15/2023
Party City Holdings Inc PRTY 6.625 17.094 8/1/2026
Party City Holdings Inc PRTY 6.125 18.742 8/15/2023
Pinnacle Bank/Nashville TN PNFP 4.875 100.000 7/30/2025
Pride International LLC VAL 7.875 10.177 8/15/2040
Pyxus International Inc PYX 9.875 8.654 7/15/2021
Pyxus International Inc PYX 9.875 7.951 7/15/2021
Pyxus International Inc PYX 9.875 7.951 7/15/2021
Quorum Health Corp QHC 11.625 15.496 4/15/2023
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Revlon Consumer Products REV 5.750 66.932 2/15/2021
Revlon Consumer Products REV 6.250 16.275 8/1/2024
Rolta LLC RLTAIN 10.750 5.846 5/16/2018
SESI LLC SPN 7.125 47.276 12/15/2021
SESI LLC SPN 7.125 32.266 12/15/2021
SESI LLC SPN 7.750 37.641 9/15/2024
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 0.932 11/1/2021
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 0.932 11/1/2021
SanDisk LLC SNDK 0.500 85.131 10/15/2020
Sanchez Energy Corp SNEC 7.250 1.000 2/15/2023
Sanchez Energy Corp SNEC 7.250 0.797 2/15/2023
SandRidge Energy Inc SD 7.500 0.500 2/15/2023
Sears Holdings Corp SHLD 6.625 2.913 10/15/2018
Sears Holdings Corp SHLD 8.000 1.175 12/15/2019
Sears Holdings Corp SHLD 6.625 2.913 10/15/2018
Sears Roebuck Acceptance SHLD 6.750 0.831 1/15/2028
Sears Roebuck Acceptance SHLD 7.500 1.000 10/15/2027
Sears Roebuck Acceptance SHLD 6.500 1.000 12/1/2028
Sears Roebuck Acceptance SHLD 7.000 0.890 6/1/2032
Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014
Stearns Holdings LLC STELND 9.375 45.375 8/15/2020
Stearns Holdings LLC STELND 9.375 45.375 8/15/2020
Summit Midstream Partners SMLP 9.500 9.550 N/A
Teligent Inc/NJ TLGT 4.750 38.706 5/1/2023
TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tesla Energy Operations TSLAEN 3.600 94.492 8/6/2020
Transworld Systems Inc TSIACQ 9.500 24.250 8/15/2021
Tupperware Brands Corp TUP 4.750 51.721 6/1/2021
Tupperware Brands Corp TUP 4.750 54.851 6/1/2021
Tupperware Brands Corp TUP 4.750 54.851 6/1/2021
UCI International LLC UCII 8.625 4.780 2/15/2019
Ultra Resources Inc/US UPL 11.000 5.500 7/12/2024
Ultra Resources Inc/US UPL 7.125 0.375 4/15/2025
Ultra Resources Inc/US UPL 7.125 0.085 4/15/2025
Unit Corp UNTUS 6.625 13.250 5/15/2021
Whiting Petroleum Corp WLL 5.750 15.000 3/15/2021
Whiting Petroleum Corp WLL 6.625 15.875 1/15/2026
Whiting Petroleum Corp WLL 6.250 15.875 4/1/2023
Whiting Petroleum Corp WLL 6.625 6.750 1/15/2026
Whiting Petroleum Corp WLL 6.625 15.407 1/15/2026
Windstream Services LLC /
Windstream Finance Corp WIN 10.500 5.625 6/30/2024
Windstream Services LLC /
Windstream Finance Corp WIN 9.000 4.943 6/30/2025
Windstream Services LLC /
Windstream Finance Corp WIN 7.500 3.064 6/1/2022
Windstream Services LLC /
Windstream Finance Corp WIN 9.000 5.625 6/30/2025
Windstream Services LLC /
Windstream Finance Corp WIN 6.375 2.500 8/1/2023
Windstream Services LLC /
Windstream Finance Corp WIN 6.375 2.496 8/1/2023
Windstream Services LLC /
Windstream Finance Corp WIN 8.750 2.149 12/15/2024
Windstream Services LLC /
Windstream Finance Corp WIN 8.750 2.149 12/15/2024
Windstream Services LLC /
Windstream Finance Corp WIN 10.500 3.000 6/30/2024
Windstream Services LLC /
Windstream Finance Corp WIN 7.750 2.514 10/1/2021
rue21 inc RUE 9.000 1.305 10/15/2021
*********
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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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
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Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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