/raid1/www/Hosts/bankrupt/TCR_Public/200708.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, July 8, 2020, Vol. 24, No. 189
Headlines
1934 BEDFORD: Taps Aaron Friedman as Special Counsel
AAC HOLDINGS: U.S. Trustee Appoints Creditors' Committee
ABSOLUT FACILITIES: Seeks to Hire SLIB II as Sales Agent
ACGSA TRANSIT: Has Until August 5 to File Plan & Disclosure
AEMETIS INC: Dependence on Senior Lender Casts Going Concern Doubt
ALDRICH PUMP: Ex-Employee Seeks Appointment to Asbestos Committee
ALL FAMILY FINANCE: July 13 Plan Confirmation Hearing Set
AMERICANN INC: Accumulated Deficit Casts Going Concern Doubt
AMERICORE HOLDINGS: Hearing on All Assets Sale Continued to July 9
AMMON DAVID WEBER: $280K Sale of Borger Homestead to Plumley Okayed
APC AUTOMOTIVE: Hires Vorys Sater as Special Counsel
APEX LINEN: Case Summary & 20 Largest Unsecured Creditors
APEX LINEN: Updated Case Summary & 20 Largest Unsecured Creditors
APODACA ENTERPRISES: Plan & Disclosure Hearing Continued to July 28
ARETE HEALTHCARE: June 29 Plan Confirmation Hearing Set
BELLEAIR RESERVE: Aug. 13 Plan Confirmation Hearing Set
BIO-KEY INT'L: Rotenberg Meril Solomon Raises Going Concern Doubt
BIZ AS USUAL: Plan to be Funded by Rental Income, Estate Sale
BLUE STAR: Lowers Net Loss to $854K in First Quarter
BRIDGELINE DIGITAL: Posts $822,000 Net Income for March 31 Quarter
CALUMET SPECIALTY: Fitch Rates Sr. Secured Notes Due 2024 'BB-'
CANNA CORP: Has $1.7M Net Loss for Quarter Ended June 30, 2019
CANNABIS SATIVA: DeCoria Maichel Teague Raises Going Concern Doubt
CARBO CERAMICS: Creditors' Committee Objects to Plan Disclosures
CCO HOLDINGS: Fitch Rates Sr. Unsecured Notes Due 2031 'BB+'
CCO HOLDINGS: Moody's Rates New Sr Unsecured Notes Due 2031 'B1'
CHF SOLUTIONS: Incurs $4.6M Net Loss for Quarter Ended March 31
CLINIGENCE HOLDINGS: Mark Fawcett Resigns as Director
D.J. SIMMONS: Asset Sale to Four Corners Not Yet Complete
DM WORLD: Committee Seeks to Hire Greenberg Traurig as Counsel
DPW HOLDINGS: Incurs $6.53 Million Net Loss in First Quarter
DROPCAR INC: Incurs $1.1M Net Loss for Quarter Ended March 31
EASTSIDE DISTILLING: Incurs $3.5M Net Loss for March 31 Quarter
EDISON PRICE: Seeks Approval to Hire Beechwood Capital, HunterPoint
ESCALON MEDICAL: Has $128,000 Net Loss for Quarter Ended March 31
FAIRVIEW FUNDING: Case Summary & 12 Unsecured Creditors
FCPR ACQUISITION: Trustee's Sale of Personal Property Approved
FECK PROPERTIES: Voluntary Chapter 11 Case Summary
FIBERCORR MILLS: U.S. Trustee Appoints Creditors' Committee
FITZ LAW GROUP: Has Until July 17 to File Plan & Disclosures
FRED'S INC: Amended Liquidating Plan Confirmed by Judge
FREEDOM COMMUNICATIONS: Unsecureds to Recover 0.5% to 5% in Plan
GALLOWAY ORTHOPEDICS: Seeks to Hire Latham Luna as Legal Counsel
GAUCHO GROUP: Incurs $1.3 Million Net Loss in First Quarter
GEMSTONE SOLUTIONS: Amended Joint Plan Confirmed by Judge
GFA WORLD: Gets Court's CCAA Initial Order
GGI HOLDINGS: $400K Sale of All Gym Equipment to Cornerstone Okayed
GLOBAL EAGLE: Incurs $80.9 Million Net Loss in First Quarter
GRANITE CITY: Sale of Indianapolis & Mishawaka Liquor Licenses OK'd
HERTZ CORP: Watchtell, Faegre Represent MTN Steering Committee
HIGH GROUND: Case Summary & Unsecured Creditor
IMERYS TALC: Sept. 29 Auction of Substantially All Assets Set
INTELGENX TECHNOLOGIES: Posts $2.5M Net Loss for March 31 Quarter
INTELSAT S.A.: Jones Day Represents Jackson Crossover Group
JAMES M THOMPSON: Has Until July 9 to File Plan & Disclosure
JIM'S DISPOSAL: U.S. Trustee Unable to Appoint Committee
KLJ ORCHARD: Taps Cross Law Firm as Legal Counsel
LEV INVESTMENTS: Hires Nodd Law Group as Special Litigation Counsel
MARATHON PATENT: March 31 Quarter Results Cast Going Concern Doubt
MERIDIAN MARINA: Sept. 22 Plan Confirmation Hearing Set
MEXTEX OPERATING: Case Summary & 20 Largest Unsecured Creditors
NEOSHO CONCRETE: Case Summary & 20 Largest Unsecured Creditors
NEOVASC INC: To Report Full Financial Results on August 6
NESSALLA LLC: Voluntary Chapter 11 Case Summary
NEWARK WATERSHED: July 15 Plan & Disclosure Hearing Set
NSK GROUP: Baja Fresh Franchisee Liquidating in Chapter 7
OMNITEK ENGINEERING: Posts $127,000 Net Loss for March 31 Quarter
ORIGINCLEAR INC: Posts $21.6 Million Net Income in First Quarter
OSSO LLC: July 8 Plan Confirmation Hearing Set
PAPARDELLE: Owner to Give $75K to Keep Control
PRECIPIO INC: Says Substantial Going Concern Doubt Exists
RAVN AIR: Unsecureds to Recover 0.4% to 0.6% in Liquidating Plan
RAYSHAWN L. ROBINSON: $525K Sale of Glenn Dale Property Approved
RENAISSANCE INNOVATIONS: July 14 Plan Confirmation Hearing Set
RENEGADE STORES: Case Summary & 20 Largest Unsecured Creditors
ROBERTS COMPANY: Gets Initial Order in CCAA Restructuring
S C BHAIRAB: APA in Approved $705K All Assets Sale to SL Modified
SETTLERS JERKY: Unsecured Creditors to Get Full Payment in 5 Years
SG BLOCKS: Incurs $747,000 Net Loss for Quarter Ended March 31
SHADDEN LLC: Shortened Notice for Greenwood Property Sale Denied
SKILLSOFT CORP: Pachulski, Gibson Update on First Lien Group
SOUTHERN FOODS: Ordered to Return IRG's $1.54 Million Deposit
SPANISH BROADCASTING: Incurs $14.3M Net Loss in First Quarter
SPEEDCAST INT'L: Committee Hires Husch Blackwell as Co-Counsel
SPEEDCAST INT'L: Committee Taps Berkeley as Financial Advisor
STANFORD JONES: Bankr. Administrator Objects to Amended Disclosure
TOOJAY'S MANAGEMENT: Has Until August 27 to File Plan & Disclosure
TOPAZ VILLAS: Plan of Reorganization Confirmed by Judge
UNIT CORP: UPC Unsecured Creditors to Recover 3% to 6% in Plan
V S INVESTMENT: U.S. Trustee Unable to Appoint Committee
VICTERRA ENERGY: Committee Hires Locke Lord as Legal Counsel
WHITING PETROLEUM: Cedarview Objects to Plan Disclosures
WHITING PETROLEUM: EJS Investment Objects to Disclosure Motion
*********
1934 BEDFORD: Taps Aaron Friedman as Special Counsel
----------------------------------------------------
1934 Bedford, LLC received approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Aaron Friedman, LLC
as its special counsel.
The firm will assist Debtor in negotiating and closing a sales
transaction of its real property located at 1930 Bedford Ave.,
Brooklyn, N.Y.
The firm will charge an hourly fee of $575. It received a retainer
of $8,500 from Nikol Vonlavrinoff, Debtor's managing member.
Aaron Friedman, Esq., disclosed in court filings that his firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Aaron Friedman, Esq.
Aaron Friedman, LLC
570 Lexington Avenue, 23rd Floor
New York, NY 10022-6637
Telephone: (212) 268-9878
Facsimile: (212) 268-9826
About 1934 Bedford
1934 Bedford LLC operates and develops a multi-unit building in
Brooklyn, N.Y.
On Aug. 2, 2019, an involuntary petition for relief under Chapter
11 of the Bankruptcy Code was filed against Bedford by creditors
Simply Brooklyn Realty, HTC Construction Management, Inc., HTC
Plumbing, Inc., (Bankr. E.D.N.Y. Case No. 19-44751). Bedford
consented to the entry of an order for relief under Chapter 11 of
the Bankruptcy Code on Sept. 12, 2019.
The creditors are represented by Rosenberg Musso & Weiner, LLP
while 1934 Bedford is represented by Loeb & Loeb LLP.
Judge Carla E. Craig oversees the case.
AAC HOLDINGS: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed a committee to
represent unsecured creditors in the Chapter 11 cases of AAC
Holdings, Inc. and its affiliates.
The committee members are:
1. Collect RX LLC
Attn: Joseph Esparraguera
6720 B Rodeledge Dr. Ste 600
Bethesda, MD 20817
Phone: 240-403-2589
joee@collectrx.com.
2. Beckman Coulter, Inc.
Attn: Josh Lee
250 S. Kraemer Boulevard
Brea, CA
Phone: 714-861-3150
jlee08@beckman.com.
3. Willie Meadows (Litigation Plaintiff)
Attn: Thomas Segal
315 S. Beverly Drive, Suite 315
Beverly Hills, CA
Phone: (310) 888-7771
thomas@setarehlaw.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About AAC Holdings
AAC Holdings, Inc. and its affiliates provide inpatient and
outpatient substance use treatment services for individuals with
drug addiction, alcohol addiction and co-occurring mental or
behavioral health issues. They also provide clinical diagnostic
laboratory services and provide physician services to clients.
AAC Holdings and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11648) on
June 20, 2020. Debtors disclosed $449.347 million in assets and
$517.398 million in liabilities as of Feb. 29, 2020.
Judge John T. Dorsey oversees the cases.
Debtors have tapped Greenberg Traurig, LLP as bankruptcy counsel;
Chipman Brown Cicero & Cole, LLP as conflicts counsel; and Cantor
Fitzgerald as investment banker. Donlin, Recano & Company, Inc. is
Debtor's notice, claims and balloting agent and administrative
advisor.
ABSOLUT FACILITIES: Seeks to Hire SLIB II as Sales Agent
--------------------------------------------------------
Absolut Facilities Management, LLC and its affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of New York to employ SLIB II, Inc. to assist in the sale of
substantially all of their assets.
SLIB II has agreed to a commission of 3 percent of the gross
purchase price and a $75,000 minimum fee if a sale of the leasehold
interest cannot be consummated.
Daniel Geraghty of SLIB II 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 at:
Daniel Geraghty
SLIB II
490 Pennsylvania Ave.
Glen Ellyn, IL 60137
Phone: (630) 858-2501
Fax: (630) 858-2551
About Absolut Facilities Management
Absolut Facilities Management, LLC, through its subsidiaries, owns
six skilled nursing facilities and one assisted living facility in
the state of New York.
On Sept. 10, 2019, Absolut Facilities Management and seven related
entities each filed a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 19-76260).
Judge Alan S. Trust oversees the cases.
Debtors have tapped Loeb & Loeb, LLP as their legal counsel, and
Prime Clerk LLC as their claims and noticing agent. Michael Wyse of
Wyse Advisors, LLC and ProNexus LLC serve as Debtors' chief
restructuring officer and interim chief financial officer,
respectively.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Oct. 3, 2019. The
committee is represented by Amini LLC.
ACGSA TRANSIT: Has Until August 5 to File Plan & Disclosure
-----------------------------------------------------------
Judge Carla E. Craig has entered an order within which the time
period for Debtor ACGSA Transit, Inc. to file a chapter 11 plan of
reorganization and Disclosure statement is extended to and
including August 5, 2020.
A copy of the order dated June 4, 2020, is available at
https://tinyurl.com/y9wfmqm2 from PacerMonitor at no charge.
About ACGSA Transit
ACGSA Transit, Inc., a privately held company in the taxi and
limousine service industry, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-44902) on Aug. 13,
2019. At the time of the filing, the Debtor disclosed $400,100 in
assets and $1,070,000 in liabilities. The case is assigned to
Judge Carla E. Craig.
AEMETIS INC: Dependence on Senior Lender Casts Going Concern Doubt
------------------------------------------------------------------
Aemetis, Inc., filed its quarterly report on Form 10-Q, disclosing
a net loss of $12,052,000 on $39,480,000 of revenues for the three
months ended March 31, 2020, compared to a net loss of $10,667,000
on $41,888,000 of revenues for the same period in 2019.
At March 31, 2020, the Company had total assets of $103,815,000,
total liabilities of $270,504,000, and $166,689,000 in total
stockholders' deficit.
Aemetis said, "The Company has been required to remit substantially
all excess cash from operations to its senior lender and is
therefore reliant on senior lender to provide additional funding
when required. In order to meet its obligations during the next 12
months, the Company will need to either refinance the Company's
debt or receive the continued cooperation of senior lender. This
dependence on the senior lender raises substantial doubt about the
Company's ability to continue as a going concern."
A copy of the Form 10-Q is available at:
https://is.gd/YErQ48
Headquartered in Cupertino, California, Aemetis, Inc. --
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.
ALDRICH PUMP: Ex-Employee Seeks Appointment to Asbestos Committee
-----------------------------------------------------------------
A former employee of Aldrich Pump, LLC asked the U.S. Bankruptcy
Court for the Western District of North Carolina for his
appointment to the official committee of asbestos claimants in the
company's Chapter 11 case.
In court papers, Earl Gross, an asbestos claimant, said that as a
lifelong Washington resident and the only applicant from the
Pacific Northwest, his appointment "would bring regional diversity
to the committee's membership roster."
"The importance of geographic diversity is particularly resonant in
Section 524(g) bankruptcies where plan confirmation requires an
affirmative vote of 75% of asbestos claimants nationwide," Mr.
Gross said.
"To the extent that all geographic regions have a voice in
negotiating a bankruptcy plan, trust agreement and trust
distribution procedures, it will be easier to garner the 75% vote
required to secure confirmation," he added.
Mr. Gross is represented by:
Sara (Sally) W. Higgins, Esq.
Higgins & Owens, PLLC
N.C. Bar No. 22111524 East Blvd.
Charlotte, NC 28203
Telephone: (704) 366-4607
Email: shiggins@higginsowens.com
-- and --
Matthew P. Bergman
Bergman Draper Oslund Udo
821 Second Ave. Suite 2100
Seattle, WA 98104
Telephone: (206) 200-2606
Email: matt@bergmanlegal.com
About Aldrich Pump
Aldrich Pump LLC and Murray Boiler LLC are subsidiaries of Trane
Technologies, a publicly traded company. Trane Technologies is a
global climate innovator that brings efficient and sustainable
climate solutions to buildings, homes, and transportation. The
North American headquarters of Trane Technologies, as well as the
Debtors, are located in Davidson, North Carolina.
Aldrich Pump and Murray Boiler sought Chapter 11 protection (Bankr.
W.D.N.C. Lead Case No. 20-30608) on June 18, 2020. The Hon. Craig
J. Whitley oversees the case.
In the petition signed by Allan Tananbaum, chief legal officer, the
Debtor was estimated to have $100 million to $500 million in both
assets and liabilities.
Debtors have tapped Rayburn Cooper & Durham, P.A. and Jones Day as
legal counsel; Bates White, LLC, Evert Weathersby Houff, and K&L
Gates, LLP as special counsel; Alixpartners, LLP as financial
advisor; and Kurtzman Carson Consultants, LLC as claims and
noticing agent.
ALL FAMILY FINANCE: July 13 Plan Confirmation Hearing Set
---------------------------------------------------------
On June 8, 2020, the U.S. Bankruptcy Court for the Northern
District of Georgia, Atlanta Division, held a hearing to consider
the Disclosure Statement filed by Debtor All Family Finance, LLC
and the Official Committee of Unsecured Creditors of All Family
Finance, LLC.
On June 9, 2020, Judge Paul Baisier approved the Disclosure
Statement and established the following dates and deadlines:
* July 10, 2020, is the deadline for filing written objections
to the Plan.
* July 13, 2020, at 2:00 P.M. in Courtroom 1202, U.S.
Courthouse, 75 Ted Turner Drive, Atlanta, Georgia 30303 is the
hearing to consider confirmation of the Plan.
* July 10, 2020, is the deadline for casting ballots to accept
or reject the Plan.
A copy of the order dated June 9, 2020, is available at
https://tinyurl.com/y7cjmebb from PacerMonitor at no charge.
Attorney for the Debtor:
JONES & WALDEN, LLC
Cameron M. McCord
Georgia Bar No. 143065
699 Piedmont Ave NE
Atlanta, Georgia 30308
Tel: (404) 564-9300
About All Family Finance
All Family Finance, LLC, is a private finance company that provides
loans for automobiles. As its business, All Family Finance
collects sub-prime loans acquired from "Buy Here, Pay Here" car
lots with its offices located at 124 Powers Ferry Road, Suite K,
Marietta, Ga. The business is generating approximately $150,000 in
revenues per month.
Alleged creditors filed an involuntary Chapter 11 petition for All
Family Finance on Aug. 9, 2019 (Bankr. N.D. Ga. Case No.
19-62597).
G. Frank Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason,
P.A., serves as counsel to Alice Gipson and Jeff Hurd and other
alleged creditors.
On Sept. 11, 2019, the court entered an order for relief under
Chapter 11 of the Bankruptcy Code. No trustee has been appointed,
and All Family continues to operate its business and manage its
affairs as debtor-in-possession.
The Debtor's attorney is Cameron M. McCord, Esq., at Jones &
Walden, LLC. Mr. Mark A. Smith of Vantage Point Advisory, Inc., is
the chief restructuring officer.
The U.S. Trustee for Region 21 appointed a committee of unsecured
creditors on Oct. 2, 2019. The Committee tapped Lamberth, Cifelli,
Ellis & Nason, P.A., as counsel.
AMERICANN INC: Accumulated Deficit Casts Going Concern Doubt
------------------------------------------------------------
Americann, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $420,084 on $34,690 of total revenues for
the three months ended March 31, 2020, compared to a net loss of
$556,920 on $0 of total revenues for the same period in 2019.
At March 31, 2020, the Company had total assets of $15,251,920,
total liabilities of $8,396,270, and $6,855,650 in total
stockholders' equity.
The Company disclosed that there is substantial doubt about its
ability to continue as a going concern, citing an accumulated
deficit of $17,415,308 and $ 18,013,209 at March 31, 2020 and
September 30, 2019, respectively.
A copy of the Form 10-Q is available at:
https://is.gd/eS7bLM
Headquartered in Denver, Colorado, Americann, Inc., is a
specialized cannabis company that is developing cultivation,
processing and manufacturing facilities. AmeriCann uses greenhouse
technology which is superior to the current industry standard of
growing cannabis in warehouse facilities under artificial lights.
AmeriCann is designing GMP Certified cannabis extraction and
product manufacturing infrastructure. Through a wholly-owned
subsidiary, AmeriCann Brands, Inc., the Company intends to secure
licenses to produce cannabis infused products including beverages,
edibles, topicals, vape cartridges and concentrates. AmeriCann
plans to operate a Marijuana Product Manufacturing business at MMCC
with over 40,000 square feet of state-of-the art extraction and
product manufacturing infrastructure.
AMERICORE HOLDINGS: Hearing on All Assets Sale Continued to July 9
------------------------------------------------------------------
Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the
Eastern District of Kentucky authorized Carol Fox, the Chapter 11
Trustee of Americore Holdings, LLC and affiliates, to continue the
July 2, 2029 at 1:00 p.m. hearing on the sale of substantially all
assets to July 9, 2020 at 9:00 a.m.
The Parties will call-in using Teleconference number: (888)
363-4749; Access code: 9735709# to participate in the telephonic
hearing.
The Order is entered without prejudice to any request by the
parties for a further continuance of the hearings.
The Court will retain jurisdiction to hear and determine all
matters arising from the implementation of the Order.
About Americore Holdings
Americore Holdings, LLC and its affiliates, including Americore
Health LLC, own and operate the Ellwood City Medical Center in
Pennsylvania, Southeastern Kentucky Medical Center (formerly
Pineville Community Hospital), Izard County Medical Center in
Arkansas; and St. Alexius Hospital in St. Louis.
Americore Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No.
19-61608) on Dec. 31, 2019. At the time of the filing, the Debtor
had estimated assets of less than $50,000 and liabilities of less
than $50,000. Judge Gregory R. Schaaf oversees the case. Bingham
Greenebaum Doll, LLP is the Debtor's legal counsel.
Carol A. Fox was appointed as the Debtors' Chapter 11 trustee. The
trustee is represented by Baker & Hostetler LLP.
AMMON DAVID WEBER: $280K Sale of Borger Homestead to Plumley Okayed
-------------------------------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Ammon David Weber's sale of his
homestead located at 305 Bois D-Arc, Borger, Texas to Michael Brock
Plumley for $280,000.
The sale is free and clear of liens except for that of Amarillo
National Bank's mortgage lien, as set forth in the Contract, and
all the terms and conditions thereof.
Specifically, the Court orders that the proceeds of the sale be
used to pay off the secured claim of ANB/Fannie Mae, and all
closing costs, with any remaining dividend to the Debtor be paid to
the Department of the Treasury (IRS) as a Class 1 priority claim,
according to those instructions provided in the Debtor's Amended
Chapter 11 Plan of Reorganization dated April 8, 2020, Article 4.
The Debtor and ANB/Fannie Mae have agreed the payoff amount as it
pertains to the present sale is $221,963. The payoff amount of
$221,963 is in full satisfaction of all related principal,
interest, late fees, taxes paid by ANB/Fannie Mae, and any and all
of ANB/Fannie Mae's expenses and attorney's fees. The amount is
good through July 2, 2020 and is limited to the present sale. The
present Order does not modify and/or amend the terms of the
Settlement Agreement between the Debtor and ANB/Fannie Mae.
A copy of the Contract is available at https://tinyurl.com/y7spcqwu
from PacerMnitor.com free of charge.
The case is In re Ammon David Weber (Bankr. N.D. Tex. Case No.
19-20003-rlj-11).
APC AUTOMOTIVE: Hires Vorys Sater as Special Counsel
----------------------------------------------------
APC Automotive Technologies Intermediate Holdings, LLC and its
affiliates received approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Vorys, Sater, Seymour and Pease, LLP
as their special counsel.
Vorys will conduct a review of due diligence, organizational
documents and loan documentation and will prepare an attorney
opinion letter relating to Debtors' exit financing.
The firm will be paid a fixed fee of $15,000.
Vorys is disinterested within the meaning of Sections 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Tiffany Strelow Cobb, Esq.
Vorys, Sater, Seymour and Pease, LLP
52 East Gay Street
Columbus, Ohio 43215
Tel: (614) 464-8322
Fax: (614) 464-6350
Email: tscobb@vorys.com
About APC Automotive Technologies
Intermediate Holdings
APC Automotive Technologies Intermediate Holdings, LLC and its
affiliates are aftermarket suppliers of brake, chassis, exhaust,
and emissions parts for passenger vehicles, trucks, and commercial
vehicles. They were formed through the merger of AP Exhaust and
Centric in 2017.
On June 3, 2020, APC Automotive Technologies and its 13 affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
20-11466).
Templar Energy was estimated to have $100 million to $500 million
in assets and $500 million to $1 billion in liabilities.
Debtors have tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Klehr Harrison
Harvey Branzburg LLP as local bankruptcy counsel; Jefferies Group,
LLC as financial advisor; Weinsweigadvisors, LLC as restructuring
advisor; Ernst & Young LLP as tax advisor; and Bankruptcy
Management Solutions, Inc. as notice, claims and balloting agent
and as administrative advisor.
APEX LINEN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Apex Linen Services, LLC
6375 S. Arville St
Las Vegas, NV 89118
Business Description: Apex Linen Services, LLC is a provider of
dry cleaning and laundry services.
Chapter 11 Petition Date: July 6, 2020
Court: United States Bankruptcy Court
District of Delaware
Case No.: 20-11774
Debtor's Counsel: Maria Aprile Sawczuk, Esq.
GOLDSTEIN & MCCLINTOCK LLLP
501 Silverside Road, Suite 65
Wilmington, DE 19809
Tel: (302) 444-6710
Email: marias@restructuringshop.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $10 million
The petition was signed by Chris Bryan, president and authorized
representative.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/RR7pxh
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Ezra Nilson Unknown
4464 Ridge Crest Circle
Bountiful, UT 84010
2. Housing Authority of the City of $357,757
Pittsburgh
200 Ross St., 9th Floor
Pittsburgh, PA 15219
3. Sobel Westex 12670 S. $347,527
Western Ave.
Las Vegas, NV 89109
4. Kannegiesser Etech, Inc. $337,634
2090 Elm St. SE
Minneapolis, MN 55414
5. Sheppard, Mullin, Richter & $319,839
Hampton LLP
333 S. Hope Street, 43rd Floor
Los Angeles, CA 90071
6. Kelly & Laurie Elsner Unknown
12616 110th St.
Menahga, MN 56464
7. Winston & Strawn, LLP $250,783
35 W. Wacker Dr.
Chicago, IL 60601
8. Braun USA (Procter & Gamble) $239,452
1 Pg Plaza
Cincinnati, OH 45202
9. Standard Textile Co., Inc. $238,889
1 Knollcrest Dr.
Cincinnati, OH 45237
10. PSJ Holdings, Inc. Unknown
(address unknown)
11. Las Vegas Water District $229,452
1001 South Valley View Rd.
Las Vegas, NV 89153
12. Garner Machinery Corporation $220,404
P.O. Bpx 33818
Charlotte, NC 28233
13. Ecolab USA Inc. $200,000
1 Ecolab Place
Saint Paul, MN 55102
14. Venus Group Inc. $183,521
25861 Wright
Foothill Ranch, CA 9261
15. Richard J. Kalski Unknown
727 E. Sipapu Drive
Gilbert, AZ 85297
16. Gary Russ Unknown
6328 Watchtower Rd. NE
Tacoma, WA 98422
17. United Cleaners Supply, Inc. $82,540
12775 Stowe Dr.
Poway, CA 92064
18. Sharp Packaging Systems $79,482
1650 Lake Cook Road, Ste. 400
Deerfield, IL 60015
19. Renaissance Las Vegas Hotel $77,635
3400 Paradise Rd.
Las Vegas, NV 89169
20. Rush Truck Leasing $76,901
555 IH-35 South
New Braunfels, TX 78130
APEX LINEN: Updated Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Five affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Apex Linen Service LLC (Lead Debtor) 20-11774
6375 S. Arville St
Las Vegas, NV 89118
Highland Apex Holdings LLC 20-11775
205 Pier Avenue, Suite 102
Hermosa Beach, CA 90254
Highland Avenue Capital Partners LLC 20-11776
205 Pier Avenue, Suite 102
Hermosa Beach, CA 90254
Highland Apex GP LLC 20-11777
205 Pier Avenue, Suite 102
Hermosa Beach, CA 90254
Highland Apex Management LLC 20-11778
205 Pier Avenue, Suite 102
Hermosa Beach, CA 90254
Business Description: Apex Linen Services, LLC is a provider of
dry cleaning and laundry services
Chapter 11 Petition Date: July 6, 2020
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Laurie Selber Silverstein
Debtors' Counsel: Maria Aprile Sawczuk, Esq.
GOLDSTEIN & MCCLINTOCK LLLP
501 Silverside Road, Suite 65
Wilmington, DE 19809
Tel: (302) 444-6710
E-mail: marias@restructuringshop.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Chris Bryan, president and authorized
representative.
A copy of Apex Linen's petition is available for free at
PacerMonitor.com at:
https://is.gd/RR7pxh
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Ezra Nilson Unknown
4464 Ridge Crest Circle
Bountiful, UT 84010
2. Housing Authority of the City of $357,757
Pittsburgh
200 Ross St., 9th Floor
Pittsburgh, PA 15219
3. Sobel Westex 12670 S. $347,527
Western Ave.
Las Vegas, NV 89109
4. Kannegiesser Etech, Inc. $337,634
2090 Elm St. SE
Minneapolis, MN 55414
5. Sheppard, Mullin, Richter & $319,839
Hampton LLP
333 S. Hope Street, 43rd Floor
Los Angeles, CA 90071
6. Kelly & Laurie Elsner Unknown
12616 110th St.
Menahga, MN 56464
7. Winston & Strawn, LLP $250,783
35 W. Wacker Dr.
Chicago, IL 60601
8. Braun USA (Procter & Gamble) $239,452
1 Pg Plaza
Cincinnati, OH 45202
9. Standard Textile Co., Inc. $238,889
1 Knollcrest Dr.
Cincinnati, OH 45237
10. PSJ Holdings, Inc. Unknown
(address unknown)
11. Las Vegas Water District $229,452
1001 South Valley View Rd.
Las Vegas, NV 89153
12. Garner Machinery Corporation $220,404
P.O. Bpx 33818
Charlotte, NC 28233
13. Ecolab USA Inc. $200,000
1 Ecolab Place
Saint Paul, MN 55102
14. Venus Group Inc. $183,521
25861 Wright
Foothill Ranch, CA 9261
15. Richard J. Kalski Unknown
727 E. Sipapu Drive
Gilbert, AZ 85297
16. Gary Russ Unknown
6328 Watchtower Rd. NE
Tacoma, WA 98422
17. United Cleaners Supply, Inc. $82,540
12775 Stowe Dr.
Poway, CA 92064
18. Sharp Packaging Systems $79,482
1650 Lake Cook Road, Ste. 400
Deerfield, IL 60015
19. Renaissance Las Vegas Hotel $77,635
3400 Paradise Rd.
Las Vegas, NV 89169
20. Rush Truck Leasing $76,901
555 IH-35 South
New Braunfels, TX 78130
APODACA ENTERPRISES: Plan & Disclosure Hearing Continued to July 28
-------------------------------------------------------------------
Debtor Apodaca Enterprises with the consent of Eileen Lopez,
individually and as trustee of the Eileen Ann Lopez Trust, creditor
and landlord, filed with the U.S. Bankruptcy Court for the Eastern
District of California, Sacramento Division, an ex-parte
application for an order to extending time to hear the Final
Approval of Disclosure Statement and Hearing on Confirmation of the
Plan.
On June 4, 2020, Judge Christopher D. Jaime granted the application
and ordered that:
* The hearing on final approval of the Debtor's Disclosure
Statement and Confirmation of Plan are continued from June 9, 2020
at 2:00pm to July 28, 2020 at 2:00pm.
* June 23, 2020, is the deadline for the Debtor file to file an
amended Plan.
* The deadline for the Debtor to file and serve its argument and
evidence in support of confirmation, replies to any opposition, and
a ballot tabulation, is continued to July 7, 2020.
* July 21, 2020, is the deadline for any further response by
Landlord to Debtor's Amended Plan and any related evidence or
memorandum in support of confirmation.
A copy of the order dated June 4, 2020, is available at
https://tinyurl.com/y7fzkrx9 from PacerMonitor at no charge.
Attorneys for the Debtor:
Gabriel E. Liberman
LAW OFFICES OF GABRIEL LIBERMAN, APC
1545 River Park Drive, Suite 530
Sacramento, California 95815
Telephone: (916) 485-1111
Facsimile: (916) 485-1111
About Apodaca Enterprises
Apodaca Enterprises, Inc., a company in the fast food restaurants
industry, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Cal. Case No. 19-26373) on Oct. 11, 2019. At the time
of the filing, the Debtor disclosed $1,061,853 in assets and
$106,377 in liabilities. The case is assigned to Judge Christopher
D. Jaime. The Debtor is represented by the Law Offices of Gabriel
Liberman, APC.
ARETE HEALTHCARE: June 29 Plan Confirmation Hearing Set
-------------------------------------------------------
On May 28, 2020, Arete Healthcare, LLC, and its debtor affiliates
filed with the U.S. Bankruptcy Court for the Western District of
Texas, San Antonio Division, a Second Amended Disclosure
Statement.
On June 9, 2020, Judge Craig A. Gargotta approved the Second
Amended Disclosure Statement and established the following dates
and deadlines:
* June 25, 2020 at 5:00 p.m. is fixed as the last day for
submitting ballots for acceptances or rejections of the Plan.
* June 25, 2020 at 5:00 p.m. is also fixed as the last day for
filing and serving written objections to confirmation of the Plan.
* June 26, 2020, is fixed as the date for counsel for the
Debtors to file with the Court (a) a ballot summary in the form
required by Local Bankruptcy Rule 3018(b) with a copy of the
ballots.
* June 29, 2020 at 9:00 a.m., is fixed as the date and time of
the hearing on confirmation of the Plan and any objections thereto.
The hearing shall be conducted by video only and all parties shall
appear by using the WebEx Link as
follows:https://ao-courts.webex.com/meet/gargotta.
A copy of the order dated June 9, 2020, is available at
https://tinyurl.com/y73f3s62 from PacerMonitor at no charge.
The Debtors are represented by:
David S. Gragg
Allen M. DeBard
LANGLEY & BANACK, INC.
745 E. Mulberry, Suite 700
San Antonio, TX 78212
Tel: (210) 736-6600
Fax: (210) 735-6889
E-mail: adebard@langleybanack.com
dgragg@langleybanack.com
About Arete Healthcare
Arete Healthcare, LLC and its affiliates The Emergency Clinic of
Floresville LLC, Schertz-Cibolo Emergency Center LLC and Southcross
Hospital LLC, provide health care services.
Schertz-Cibolo Emergency Center owns and operates the Schertz
Cibolo Emergency Clinic -- http://www.schertzhealth.com/-- a
free-standing facility that is a fully equipped ER, staffed with
board-certified physicians and registered nurses. It has an on-site
laboratory and a complete radiology department including CT
scanner, ultrasound, and digital X-ray.
The Emergency Clinic of Floresville owns and operates Emergency
Care of Floresville, an emergency clinic offering a full-service,
24-hour emergency room, an on-site lab, CT, digital x-ray, and
ultrasound.
Southcross Hospital Llc is a general acute care hospital in San
Antonio, Texas, while Arete Healthcare manages the other three
debtors.
Arete Healthcare and its affiliate sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No. 19-52578)
on Nov. 3, 2019.
At the time of the filing, Southcross Hospital had estimated assets
of between $500,000 and $1 million and liabilities of between $1
million and $10 million. The other companies each disclosed assets
of between $1 million and $10 million and liabilities of the same
range.
Judge Craig A. Gargotta oversees the cases.
Debtors tapped Allen M. DeBard, Esq., at Langley & Banack, Inc., as
their legal counsel.
The Office of the U.S. Trustee appointed creditors to serve on the
committee of unsecured creditors on Nov. 27, 2019. The committee
is represented by Brinkman Portillo Ronk, APC.
BELLEAIR RESERVE: Aug. 13 Plan Confirmation Hearing Set
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, held a hearing to consider the conditional approval of
the disclosure statement filed by Debtor Belleair Reserve Holdings
LLC.
On June 4, 2020, Judge Catherine Peek McEwen conditionally approved
the disclosure statement and ordered that:
* Aug. 13, 2020 at 1:30 p.m. in Tampa, FL − Courtroom 8B, Sam
M. Gibbons United States Courthouse, 801 N. Florida Avenue is the
hearing on confirmation of the Plan.
* Parties-in-interest will submit to the Clerk's office their
written ballot accepting or rejecting the Plan no later than eight
days before the date of the Confirmation Hearing.
* Objections to confirmation will be filed with the Court and
served no later than seven days before the date of the Confirmation
Hearing.
A copy of the order dated June 4, 2020, is available at
https://tinyurl.com/ybyzsk4e from PacerMonitor at no charge.
About Bellair Reserve Holdings
Bellair Reserve Holdings, LLC sought Chapter 11 protection (Bankr.
M.D. Fla. Case No. 8:20-bk-01160-CPM) on Feb. 11, 2020. The
petition was signed by Torrey K. Cooper, manager member. The case
is assigned to Judge Catherine Peek McEwen. The Debtor was
estimated to have assets in the range of $1,000,001 to $10 million
and $500,001 to $1 million in debt. The Debtor tapped David W.
Steen, Esq., at David W. Steen, P.A., as counsel.
BIO-KEY INT'L: Rotenberg Meril Solomon Raises Going Concern Doubt
-----------------------------------------------------------------
BIO-key International, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $14,588,700 on $2,267,528 of total revenues for the
year ended Dec. 31, 2019, compared to a net loss of $6,868,875 on
$4,044,542 of total revenues for the year ended in 2018.
The audit report of Rotenberg Meril Solomon Bertiger & Guttilla,
P.C. states that the Company has suffered substantial net losses in
recent years, has negative working capital and has an accumulated
deficit at December 31, 2019 and is dependent on debt and equity
financing to fund its operations, all of which raise substantial
doubt about the Company’s ability to continue as a going
concern.
The Company's balance sheet at Dec. 31, 2019, showed total assets
of $2,496,698, total liabilities of $4,781,871, and a total
stockholders' deficit of $2,285,173.
A copy of the Form 10-K is available at:
https://is.gd/xEvvKz
BIO-key International, Inc., develops and markets fingerprint
biometric identification and identity verification technologies,
and related identity management and credentialing biometric
hardware and software solutions. BIO-key International Inc.
markets its products through its sales force, as well as through
distributors, resellers, integrators, value added resellers, and
technology partners. The company was formerly known as SAC
Technologies and changed its name to BIO-key International, Inc. in
2002. BIO-key International, Inc. was founded in 1993 and is
headquartered in Wall, New Jersey.
BIZ AS USUAL: Plan to be Funded by Rental Income, Estate Sale
-------------------------------------------------------------
Biz as Usual, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania a Disclosure Statement dated May
19, 2020.
Claims of Dalin Funding, LP in Class 6 is comprised of claims 6-1,
7-1, and 8-1. These listed claims were filed by Dalin Funding, LP
and 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. Sec. 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 will 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 7 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.
The estimated fair market value of the Estate is $1,940,000.00.
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 through 8, Dalin Funding, LP.
The Debtor believes the actual amount to be paid in this plan is
approximately $441,500 and interest thereon. 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 $9,000 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 36-month plan to accommodate this uncertainty. The Plan
could be completed in a shorter period of time.
Rental operations will fund $216,000 through the monthly $6,000
payment to the City of Philadelphia and the Water Revenue
Department on their claims. This amount would be $144,000 if the
Plan is completed in 24 months. The balance owed on all claims
will be funded by sales of real estate.
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.
A full-text copy of the Disclosure Statement dated May 19, 2020, is
available at https://tinyurl.com/y7mmhdzt from PacerMonitor at no
charge.
Attorney for the Debtor:
Michael P. Kutzer
Attorney at Law
1420 Walnut Street, Suite 1216
Philadelphia, PA 19102
About Biz as Usual
Biz as Usual, LLC's primary business and primary source of income
involves leasing its residential properties and commercial spaces.
It owns 9 pieces of real estate which comprise the bankruptcy
estate. The real estate was acquired steadily over 15 years. It
is primarily residential rental real estate situated in
Philadelphia County.
The Debtor has previously filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Pa. Case No. 15-15040) on July 15, 2015.
Biz as Usual filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 19-16476) on Oct. 15, 2019, listing under $1
million in both assets and liabilities. Judge Eric L Frank
oversees the case. Michael P. Kutzer, Esq., is the Debtor's
bankruptcy counsel.
BLUE STAR: Lowers Net Loss to $854K in First Quarter
----------------------------------------------------
Blue Star Foods Corp. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $853,647 on $4.57 million of net revenue for the three months
ended March 31, 2020, compared to a net loss of $1.24 million on
$6.51 million of net revenue for the three months ended March 31,
2019. The decrease in net loss is primarily attributable to the
reduction in non-cash operating expenses related to stock
compensation of $630,182 during the first three months of 2020 as
compared to the first three months of 2019.
As of March 31, 2020, the Company had $12.23 million in total
assets, $13.55 million in total liabilities, and a total
stockholders' deficit of $1.32 million.
The Company had cash of $56,455 as of March 31, 2020, of which
$33,486 was restricted cash. At March 31, 2020, the Company had a
working capital deficit of $3,610,126 including $2,910,136 in
stockholder loans that are subordinated to ACF. The Company's
primary sources of liquidity consisted of inventory of $4,784,499
and accounts receivable of $1,921,761.
The Company has historically financed its operations through the
cash flow generated from operations, capital investment, notes
payable and a working capital line of credit.
Blue Star said, "The COVID-19 pandemic has caused significant
disruptions to the global financial markets. The full impact of
the COVID-19 outbreak continues to evolve, is highly uncertain and
subject to change. The Company is not able to estimate the effects
of the COVID-19 outbreak on its operations or financial condition
in the next 12 months. However, while significant uncertainty
remains, the Company believes that the COVID-19 outbreak may have a
negative impact the ability to raise financing and access
capital."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/7ZO1hb
About Blue Star Foods
Blue Star Foods Corp. is a sustainable seafood company that
processes, packages and sells refrigerated pasteurized Blue Crab
meat, and other premium seafood products. Its products are
currently sold in the United States, Mexico, Canada, the Caribbean,
the United Kingdom, France, the Middle East, Singapore and Hong
Kong. The company headquarters is in Miami, Florida (United
States), and its corporate website is:
http://www.bluestarfoods.com/
Blue Star reported a net loss of $5.02 million for the 12 months
ended Dec. 31, 2019, compared to a net loss of $2.28 million for
the 12 months ended Dec. 31, 2018.
MaloneBailey, LLP, in Houston, Texas, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
May 28, 2020, citing that the Company has suffered recurring losses
from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
BRIDGELINE DIGITAL: Posts $822,000 Net Income for March 31 Quarter
------------------------------------------------------------------
Bridgeline Digital, Inc., filed its quarterly report on Form 10-Q,
disclosing a net income of $822,000 on $2,738,000 of total net
revenue for the three months ended March 31, 2020, compared to a
net loss of $12,522,000 on $2,196,000 of total net revenue for the
same period in 2019.
At March 31, 2020, the Company had total assets of $10,787,000,
total liabilities of $6,117,000, and $4,670,000 in total
stockholders' equity.
Bridgeline Digital said, "While the Company believes that future
revenues and cash flows, as we continue to integrate and realize a
full year of operations from acquisitions completed in the fiscal
2019 second quarter, will supplement its working capital and it has
an appropriate cost structure to support future revenue growth,
based upon its current working capital and projected cash flows in
the next twelve months, the Company will need additional sources of
financing in place in order to ensure its operations are adequately
funded. No definitive agreements for additional financing are in
place as of the date of this Form 10-Q and there can be no
assurances that additional sources of financing could be obtained
on terms that are favorable or acceptable to us and that revenue
growth and improvement in cash flows can be achieved. Accordingly,
management believes there is substantial doubt about the Company's
ability to continue as a going concern for at least twelve months
following the issuance of this Form 10-Q."
A copy of the Form 10-Q is available at:
https://is.gd/EK9h0e
Burlington, Massachusetts-based Bridgeline Digital, Inc. aims to
help customers maximize the performance of their full digital
experience -- from websites and intranets to online stores and
campaigns. Bridgeline's iAPPS(R) platform integrates Web Content
Management, eCommerce, eMarketing, Social Media management, and Web
Analytics for marketers deliver digital experiences that attract,
engage and convert their customers across all channels.
CALUMET SPECIALTY: Fitch Rates Sr. Secured Notes Due 2024 'BB-'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB-'/'RR1' to Calumet Specialty
Products Partners L.P.'s senior secured 2024 notes. Proceeds from
the notes will be used to repay a portion of the 2022 unsecured
notes. The new secured notes are secured by the existing Collateral
Trust Agreement. Because the 2025 indentures limited credit
facilities to bank debt, the company is also paying a 25bps consent
fee to 2025 holders to allow for the deal. The Outlook is
Negative.
Calumet's ratings reflect the company's pressured near-term credit
metrics, partially offset by steps management has taken to improve
its liquidity and debt maturity profiles. Though Calumet had
previously been at the point of transitioning to FCF positive,
Fitch now forecasts muted FCF generation in the near term due to
demand pressure stemming from the coronavirus pandemic. Calumet's
fuel products segment is levered to commodity and refined products
prices, and significant maturities remain in 2022 and 2023.
Management's self-help measures to date, including the issuance of
the secured notes, have been credit supportive.
The Negative Outlook reflects the drastic drop in demand and
Fitch's expectation for weaker liquidity related to the
coronavirus. Although refiners have historically shown an ability
to respond quickly to a drop in demand, liquidity will likely be
materially reduced in the near term, potentially resulting in
longer-term funding issues. While liquidity is the company's most
imminent risk, Fitch notes that the remaining 2022 notes go current
in early January, and that should the company sufficiently maintain
its liquidity through the coronavirus pandemic, it would then have
to turn its attention to refinancing the notes. The Outlook could
be removed if conditions normalize and liquidity has not been
materially compromised, alongside Fitch's expectation that the
company's market access at that time is sufficient to address the
remaining near-term maturities. Fitch will continue to monitor
developments related to Calumet's liquidity - in particular,
lower-than-anticipated reductions to the company's borrowing base,
relatively positive working capital developments, and other
measures to access additional liquidity, all of which would be
viewed as improvements to the company's credit profile.
KEY RATING DRIVERS
Coronavirus Pressures Demand, Liquidity: The material reduction in
gasoline demand since the onset of the coronavirus pandemic has
resulted in significantly lower crack spreads and refinery margins
as utilization rates fell, with the most severe impacts to date in
April-May. The company's specialty chemicals business accounts for
roughly two thirds of its overall operations - Fitch notes that
this business is likely to see less volatility than Calumet's fuel
products, but notes that certain applications - in particular, the
company's industrial lubricants − tend to track manufacturing
activity, which may see a material weakening due to the coronavirus
pandemic.
As a result, Fitch believes liquidity will be pressured, with
roughly neutral FCF in the near-term and a potentially smaller
borrowing base. The company's financial maintenance covenant
springs if revolver availability under the credit agreement falls
below the sum of the amount of FILO loans outstanding and the
greater of 10% of the borrowing base (or 15% of the borrowing base
while the refinery asset is included in the borrowing base - this
is currently the case) and $35 million. Fitch believes management
has proactively taken steps to preserve and generate liquidity, but
will continue to monitor the company's liquidity management.
Specialty Chem Provides Some Insulation: In the long-run, Fitch
views Calumet's specialty products segment, which the company
considers its core business, as providing more stable and
predictable cash flows that offset the volatility of the company's
fuel products segment. The segment benefits from specialized
product offerings that provide value to customers, have relatively
strong brand recognition and generally serve niche end-markets.
Calumet's ongoing orientation toward these products (rather than
fuel products) affords them some insulation from demand pressures
that they would not have enjoyed were they a pure play refiner.
Certain products with oil-based feedstocks may experience a brief
period of gross margin expansion, as pricing lags slightly behind
price movements in oil. These products are also difficult to
replace without changing the end-products formulation - as a
result, the risk associated with them is volumetric. The company's
lubricants, in particular the industrial lubricants, are
particularly exposed to linked weakness from the coronavirus
pandemic.
Upcoming Maturities Remain: Although over $475 million in aggregate
of unsecured notes come due in 2022 and 2023, Fitch believes that
should macroeconomic conditions continue to normalize, Calumet will
be able to further address these maturities through a combination
of new debt issuance and repayment with FCF.
In terms of additional liquidity levers, fuel refinery asset sales
(like San Antonio in November) remain as an option to address the
upcoming maturities; however, refinancing the remaining 2022 and/or
the 2023 maturities with secured notes is not feasible without the
consent of the 2025 noteholders, due to springing security
provisions under the 2025 notes indenture. The provision removes
risk that unsecured notes become subordinated to new issuances,
because all future issuances will rank equally in right of payment
and security.
ESG Considerations: Calumet has an ESG Relevance Score of 4 for
Exposure to Environmental Impacts because Gulf Coast refineries and
downstream facilities have exposure to extreme weather events,
namely hurricanes, which periodically lead to extended shutdowns.
This has a negative impact on the credit profile, and is relevant
to the rating in conjunction with other factors. Additionally,
Calumet has an ESG Relevance Score of 4 for Financial Transparency,
due to the auditor's adverse opinion on Calumet's internal control
over financial reporting. This has a negative impact on the credit
profile, and is relevant to the rating in conjunction with other
factors.
DERIVATION SUMMARY
Calumet's current leverage is higher than TPC Group Inc.
(B-/Negative) or SK Blue Holdings, LP (B/Stable), but is expected
with the company's deleveraging delayed by the onset of the
coronavirus pandemic. The performance of specialty peers is less
reliant on favorable commodity price movements and therefore less
volatile than Calumet's results. SK Blue is primarily a specialty
products producer, and although TPC formerly had substantial
commodity price exposure, this has recently been mitigated through
fixed price contracts. An explosion at one of TPC's two sites
highlights its relative lack of geographic diversification and
heightened event risk relative to Calumet. Calumet's stated ideal
operating profile is specialty-focused. Operationally, Calumet's
many refineries and facilities throughout the U.S. provide the
company with more flexibility/optionality than similarly-sized
peers like TPC, with the refineries also contributing to earnings
volatility.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for the issuer
include:
-- West Texas Intermediate crude oil price deck of $32/barrel in
2020, $42 in 2021, $50 in 2022 and $52 in 2023;
-- Crack spreads and refinery utilization drop sharply in 2020,
and recover over the remainder of the forecast;
-- Specialty chem headwinds related to slowdown in industrial
manufacturing, weighing particularly on industrial lubricants;
-- FFO Fixed Charge Coverage at or around 1.5x in 2020-2021.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that Calumet would be reorganized as
a going-concern in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim.
Going-Concern (GC) Approach
Calumet's GC EBITDA assumption of $200 million is a combination of
a $135 million EBITDA for the specialty products segment and a $65
million EBITDA for the fuel products segment.
The segment EBITDA for the specialty segment reflects its
historical margin stability and more specialized products.
The EBITDA estimate for fuel products takes into account the
tailwinds from IMO 2020 that combined would likely lead to more
favorable post-bankruptcy earnings for the fuel products segment as
compared to 2016, when adverse market conditions lead to the
segment generating negative EBITDA.
A multiple of 5.7x EBITDA on a consolidated basis is applied to the
GC EBITDA to calculate a post-reorganization enterprise value. The
choice of this multiple considered the following factors:
Fitch used a multiple of 6.0x for Calumet's specialty segment.
Fitch believes that a highly-specialized chemical company, which
Fitch usually defines, all else equal, as a chemical company with
EBITDA margins around 20% or greater, could see a post-bankruptcy
multiple as high as the mid-single digits.
For the fuel products segment, Fitch used a lower multiple of 5x.
This reflects the relative uncertainty of the segment's cash flows
due to its commodity price exposure and is within the general 4x to
6x sales multiple refineries have generally realize in an asset
sale. The 5.0x multiple is below the median 6.1x exit multiple for
energy in Fitch's historical bankruptcy case study, and reflects
typically lower multiples for refining versus the broader energy
space.
The senior secured revolver is expected to be drawn at less than
currently available borrowing base due to Fitch's expectation that
this amount would likely reduce as Calumet approaches bankruptcy,
especially since the borrowing base is recalculated monthly and
influenced by commodity prices. Fitch's recovery analysis also
includes Calumet's inventory financing obligations.
The allocation of value in the liability waterfall results in
recovery corresponding to 'RR1' recovery for the first-lien ABL,
FILO (together $320.8 million—80% draw on existing borrowing
base, $6.25 million FILO), and inventory financing arrangement
($95.1 million), which are each subject to a working-capital linked
borrowing base and are well collateralized, as well as for the new
secured notes ($200 million). The Great Falls refinery is
temporarily included in the ABL's expanded borrowing base as well.
The senior unsecured notes ($1.0 billion) have a recovery
corresponding to 'RR4'.
RATING SENSITIVITIES
A revision of the Outlook to Stable would be considered given
Fitch's expectation that the company will maintain a comfortable
liquidity buffer while also demonstrating the ability to address
the remaining 2022 maturities, with FFO Fixed Charge Coverage above
1.5x, potentially due to a strong rebound in fuel product demand in
the near-term.
Factors that could, individually or collectively, lead to a
positive rating action/upgrade:
-- Successful transition towards specialty products leading to
more consistency in gross profit margins and an improved FCF
profile;
-- Debt/EBITDA sustained at or below 4.5x or FFO Adjusted
Leverage sustained at or below 5.0x.
Factors that could, individually or collectively, lead to a
negative rating action/downgrade:
-- Pressured market conditions in the fuel products segment
leading to increased volatility in margins, a negative FCF profile,
and/or a weaker liquidity position;
-- A pressured liquidity position;
-- FFO Fixed Charge Coverage sustained below 1.5x.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Weakening Liquidity Forecasted: Calumet's borrowing capacity of
$401.0 million as of March 31, 2020 is expected to fall
significantly throughout 2020. A plurality of the company's
borrowing base is comprised of specialty chemical product
inventory, with the remainder comprised of fixed asset contribution
and fuels. Fitch believes that the borrowing base associated with
fuels will fall sharply in the near term, but understands other
components are less susceptible to market impacts. Simultaneously,
Fitch anticipates cash generation to be muted given the volumetric
hits to the company's business, inclusive of certain measures like
cutting capital expenditures.
Maturity Profile: The revolver matures in February 2023. The
company's senior unsecured notes are due in 2022, 2023, and 2025.
The new secured notes mature in 2024.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
The principal sources of information used in the analysis are
described in the Applicable Criteria.
CANNA CORP: Has $1.7M Net Loss for Quarter Ended June 30, 2019
--------------------------------------------------------------
On May 14, 2020, Canna Corporation filed its Form 10-Q filing with
the U.S. Securities and Exchange Commission for the quarterly
period ended June 30, 2019, disclosing a net loss of $1,703,495 on
$0 of revenue for the three months ended June 30, 2019, compared to
a net loss of $641,720 on $0 of revenue for the same period in
2018.
At June 30, 2019, the Company had total assets of $1,459,486, total
liabilities of $6,631,140, and $5,276,954 in total shareholders'
deficit.
The Company said, "Based on our financial history since inception,
our auditor has expressed substantial doubt as to our ability to
continue as a going concern. As of June 30, 2019, we had an
accumulated deficit totaling $7,281,192. This raises substantial
doubts about our ability to continue as a going concern.
"The extent of the impact of the coronavirus ("COVID-19") outbreak
on the financial performance of the Company will depend on future
developments, including the duration and spread of the outbreak and
related advisories and restrictions, and the impact of COVID-19 on
the overall economy, all of which are highly uncertain and cannot
be predicted. If the overall economy is impacted for an extended
period, the Company's future operating results may be materially
adversely affected."
A copy of the Form 10-Q is available at:
https://is.gd/kLupVC
Canna Corporation, through its subsidiary, Northway Mining, LLC,
provides data center services in the United States. It offers
hosting and security services for third parties' cryptomining
processes, including continuous camera recording, night-vision,
motion activation, and automatic text notification to onsite staff.
The company was formerly known as Mining Power Group, Inc. and
changed its name to Canna Corporation in April 2019. Canna was
founded in 2013 and is headquartered in Miami, Florida.
CANNABIS SATIVA: DeCoria Maichel Teague Raises Going Concern Doubt
------------------------------------------------------------------
Cannabis Sativa, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$4,006,713 on $1,159,737 of revenues for the year ended Dec. 31,
2019, compared to a net loss of $4,909,769 on $505,705 of revenues
for the year ended in 2018.
The audit report of DeCoria, Maichel & Teague, P.S., states that
the Company has negative working capital and accumulated deficit.
These factors raise substantial doubt about its ability to continue
as a going concern.
The Company's balance sheet at Dec. 31, 2019, showed total assets
of $2,981,517, total liabilities of $1,820,763, and a total
stockholders' equity of $1,160,754.
A copy of the Form 10-K is available at:
https://is.gd/iyDM3e
Cannabis Sativa, Inc., through its subsidiaries, develops,
manufactures, and sells herbal based skin care products in the
United States and internationally. The company offers Recover, a
deep penetrating healing balm used to relieve pain for sore
muscles, joints, arthritic, and back pain; Trauma Cream, a cream
for blended infusion of cannabinoids and THC; Face Garden, an
antioxidant moisturizing cream for the face; Body Garden, a
moisturizing body lotion; and Lip Garden, an emollient balm. It
also offers Wild Earth Naturals and hi branded men's and women's
fashion tee shirts and sweatshirts, as well as caps and coffee mugs
through Website, wildearthnaturals.com. In addition, the company
operates iBudtender, an online portal that offers information and
patient reviews on marijuana dispensaries, cannabis businesses,
marijuana strains, edibles, concentrates, and products; and
PrestoCorp, an online telemedicine platform providing access to
knowledgeable physicians for a safe and confidential way to get a
medical marijuana recommendation using secure video conferencing
technology. Cannabis Sativa, Inc. is based in Mesquite, Nevada.
CARBO CERAMICS: Creditors' Committee Objects to Plan Disclosures
----------------------------------------------------------------
The Official Committee of Unsecured Creditors objects to the
approval of the Disclosure Statement for the Amended Joint Chapter
11 Plan of Reorganization of Carbo Ceramics Inc. and its debtor
affiliates.
In its objection, the Creditors' Committee points out that:
* The Debtors fail to disclose that a number of other creditors
in the Chapter 11 case potentially satisfy the "ordinary course"
prong to be a qualified creditor under the Sec. 382(l)(5) Exception
even if their claims are not more than 18 months old.
* The Disclosure Statement fails to provide sufficient
information for a party in interest to make a reasonably informed
decision about the Debtors’ assets and liabilities and what value
is available to pay unsecured claims, among other things.
* The Disclosure Statement fails disclose a potential insider
preference claim involving transfers in excess of $25 million, a
potential D&O claim, or any other potential cause of action, large
or small.
* The Disclosure Statement fails to provide information that
would permit parties in interest to evaluate expected distributions
to holders of claims and interests in various classes. The Amended
Disclosure Statement does not provide estimates of the amount of
claims in any class, or an estimate of expected recoveries for
those claims.
* In the event Class 4 General Unsecured Claims for one or more
Debtors vote to accept the Plan, their acceptance does not relieve
the Debtors of their obligation to provide adequate disclosures in
accordance with Section 1125 of the Bankruptcy Code. Because the
Debtors' disclosures are deficient, creditors voted without
adequate information, preventing them from making an informed
decision as to voting on the Plan.
A full-text copy of the Official Committee of Unsecured Creditors'
objection to disclosure statement dated June 4, 2020, is available
at https://tinyurl.com/ya53kamq from PacerMonitor.com at no
charge.
Proposed attorneys for the Creditors' Committee:
FOLEY & LARDNER LLP
Michael K. Riordan
1000 Louisiana, Suite 2000
Houston, Texas 77002-5011
Telephone: 713-276-5727
E-mail: mriordan@foley.com
- and -
Holland N. O'Neil
Telephone: 214-999-4961
E-mail: honeil@foley.com
Marcus Helt
Telephone: 214-999-4526
E-mail: mhelt@foley.com
2021 McKinney Avenue, Suite 1600
Dallas, Texas 75201
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.
CCO HOLDINGS: Fitch Rates Sr. Unsecured Notes Due 2031 'BB+'
------------------------------------------------------------
Fitch Ratings has assigned 'BB+'/'RR4' ratings to CCO Holdings,
LLC's benchmark issuance of senior unsecured notes due 2031. CCOH
is an indirect, wholly owned subsidiary of Charter Communications,
Inc. CCOH's Long-Term Issuer Default Rating is 'BB+'. The Rating
Outlook is Stable. Charter had approximately $79.1 billion of debt
outstanding as of March 31, 2020, including $54.6 billion of senior
secured debt.
The company is expected to use net proceeds from the offerings for
general corporate purposes, including the repayment of certain CCOH
indebtedness, potential buybacks of class A common stock of Charter
or common units of subsidiary Charter Communications Holdings, LLC,
and to pay related fees and expenses.
KEY RATING DRIVERS
Leading Market Position: Charter is the third-largest multichannel
video programming distribution in the U.S. behind Comcast Corp. and
AT&T Inc., through its DirecTV subsidiary, and the second-largest
cable MVPD behind Comcast. Fitch continues to view Charter's May
2016 merger with Time Warner Cable, LLC and acquisition of Bright
House Networks, LLC positively and believes they strengthen
Charter's overall credit profile.
Credit Profile: Charter's 29.7 million customer relationships as of
March 31, 2020 position it as one of the largest MVPDs in the U.S.,
providing the company with significant scale benefits. LTM revenue
and EBITDA totaled approximately $46.3 billion and $17.2 billion,
respectively. Fitch estimates total Fitch-calculated gross leverage
was 4.6x, while secured leverage was 3.2x for LTM March 31, 2020.
Improving Operating Momentum: Charter's operating strategies are
positively affecting its operating profile, resulting in a
strengthened competitive position. The market share-driven strategy
focusing on enhancing the overall competitiveness of its video
service and leveraging its expanding all-digital infrastructure is
improving subscriber metrics, growing revenue and ARPU, and
stabilizing operating margins. Fitch also believes the expansion of
Charter's mobile service offerings under a mobile virtual network
operator agreement with Verizon Communications Inc. should offer
potential future bundling benefits, which should eventually offset
the near-term infrastructure spending.
Integration Execution: Charter's ability to manage the simultaneous
integration of the transactions while limiting disruptions in
existing systems is captured in the company's improved cable
operating performance. Although Fitch believes Charter has realized
its expected run-rate transaction integration synergies,
system-wide wireless rollout costs are expected to be a drag on
near-term total margins.
Implications of the Coronavirus Pandemic: Fitch believes the cable
sector, including Charter, will be more resilient to a downturn
than other sectors given the integral nature of video and broadband
services, especially in the current environment, and the industry's
predictable recurring payment stream. As such, over the near-term
Fitch assumes shelter in place requirements will have a positive
effect on video and broadband growth, which should more than offset
significant declines in the SMB segment and an advertising
recession, excluding political, both lasting into 2021. However,
although Fitch expects an increase in bad debt expense and ongoing
mid-single digit subscriber declines after a slight lull in 2020,
the long-term potential for financial damage to the sector and the
trajectory of any recovery remain highly uncertain, depending on
the severity and duration of the pandemic.
Debt Capacity Growth: Charter maintains a target net leverage range
of 4.0x-4.5x and up to 3.5x senior secured leverage. Fitch expects
Charter to continue creating debt capacity and remain within its
target leverage, primarily through EBITDA growth. Proceeds from
prospective debt issuances under debt capacity created are expected
to be used for shareholder returns along with internal investment
and accretive acquisitions. As of March 31, 2020, Charter's stock
buyback program had authority to purchase up to $286 million of its
class A common stock and/or CCH's common units. Fitch does not
expect Charter to maintain significant cash balances, resulting in
Fitch-calculated total gross leverage roughly equating to total net
leverage over the rating horizon.
DERIVATION SUMMARY
Charter is well positioned in the MVPD space given its size and
geographic diversity. With 29.7 million customer relationships,
Charter is the third-largest U.S. MVPD after AT&T Inc., through its
DirecTV and U-verse offerings, and Comcast Corporation. Both AT&T
(A-/Stable) and Comcast (A-/Stable) are rated higher than Charter
due primarily to lower target and actual total leverage levels and
significantly greater revenue size, coverage area and segment
diversification.
Charter's ratings should be held in check as the company expects to
continue issuing debt under additional debt capacity created by
EBITDA growth, while remaining within its target total net leverage
range of 4.0x-4.5x. Proceeds from prospective debt issuance under
this additional debt capacity are expected to be used for
shareholder returns along with internal investment and accretive
acquisitions. No Country Ceiling or parent/subsidiary aspects
affect the rating.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within its Rating Case for the Issuer:
-- Revenues: Total revenues increase mid-single digits as Fitch
expects the coronavirus pandemic to have offsetting effects on
Charter's business segments. Near term, Fitch is expecting
significant declines in SMB revenues through 2021, as shelter in
place requirements increase the potential for companies to go out
of business. Advertising is expected to be soft over the same
period, while political spending offsets mid- to high single digit
declines in underlying ad spend in 2020, the absence of political
ads in 2021 results in a high single digit overall decline.
However, these issues are more than offset by Internet revenue
growth, expected in the mid-teens in 2020 due to increased Internet
usage and returning to historical mid-single digit increases
thereafter. In addition, video revenues are expected to realize
continued low single digit growth over the rating horizon, despite
ongoing underlying subscriber losses.
-- Adjusted EBITDA Margins: Total margins improve by almost
100bps over the rating horizon as continued cable margin
improvement more than offsets negative wireless margins;
-- Capital intensity begins to decline over time, as primary
cable - 100% digital using DOCSIS 3.1 to offer 1GHz of service -
and wireless infrastructure upgrades have been completed and
revenues continue to grow. However, annual capex spending declines
by less than 10% over the rating horizon;
-- FCF improves from $4.4 billion to $9.4 billion by 2023;
-- Charter issues sufficient debt to fund maturities and for
shareholder returns using debt capacity created by EBITDA growth;
-- Fitch expects Charter to remain at the high end of its target
net leverage of 4.0x to 4.5x;
-- Fitch excludes M&A activity given the lack of transformational
acquisitions opportunities.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
-- Demonstrating continued progress in closing gaps relative to
industry peers in service penetration rates and strategic bandwidth
initiatives;
-- A strengthening operating profile as the company captures
sustainable revenue and cash flow growth, and the reduction and
maintenance of total leverage below 4.0x.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
-- A leveraging transaction or adoption of a more aggressive
financial strategy that increases leverage over 5.0x in the absence
of a credible deleveraging plan;
-- Perceived weakening of its competitive position or failure of
the current operating strategy to produce sustainable revenue, cash
flow growth and strengthening operating margin.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch regards Charter's liquidity position and
overall financial flexibility as satisfactory given the rating.
Charter's financial flexibility will improve in step with the
continued growth in FCF generation. The company's liquidity
position as of March 31, 2020 comprised $2.9 billion of cash, and
was supported by full availability under its $4.7 billion revolver,
$249 million of which matures in March 2023 and $4.5 billion in
February 2025, and anticipated FCF generation.
Charter's maturity schedule thorough 2022 is manageable, with $200
million remaining due in 2020, pro forma for the $2.0 billion of
3.579% notes due July 2020 prefunded with 4Q19 debt issuance, $2.0
billion in 2021 and $3.3 billion in 2022. Thereafter, annual bond
maturities range from $1.5 billion (2023) to $5.3 billion (2025)
through 2030. Charter will have to dedicate a significant portion
of potential debt issuance during that period to servicing annual
maturities, which could reduce cash available for share
repurchases, especially in the event of market dislocation.
Although Fitch expects Charter would be able to access capital
markets to meet its upcoming maturities, the company's liquidity
profile could be weakened if a market dislocation is severe enough
to hinder the company's ability to access the market.
Charter Communications Operating, LLC is the public issuer of
Charter's senior secured debt, and CCOH is the public issuer of
Charter's senior unsecured debt. All of CCO's existing and future
secured debt is secured by a first-priority interest in all of
CCO's assets and is guaranteed by all of CCO's subsidiaries,
including those that hold the assets of Charter, TWC, Bright House
and CCOH. All of CCOH's existing and future debt is structurally
subordinated to CCO's senior secured debt and is neither guaranteed
by nor pari passu with any secured debt.
With Charter's Fitch-calculated secured leverage expected to remain
below 4.0x over the rating horizon and strong underlying asset
value, Fitch does not view structural subordination as impairing
recovery prospects at the unsecured level. Thus, Charter's
unsecured notes are not notched down from the IDR.
ESG Considerations
ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies).
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
The principal sources of information used in the analysis are
described in the Applicable Criteria.
CCO HOLDINGS: Moody's Rates New Sr Unsecured Notes Due 2031 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new unsecured
notes maturing 2031 of CCO Holdings, LLC and CCO Holdings Capital
Corp. (wholly owned subsidiaries of Charter Communications, Inc.).
Moody's expects the proceeds of the 2031 notes issuance, to be
used, to fund potential buybacks of Class A common stock of Charter
or common units of Charter Holdings, to repay certain indebtedness
and to pay related fees and expenses, and general corporate
purposes. Charter's Ba2 corporate family rating, Ba2-PD probability
of default rating, and all instrument ratings, are unaffected by
the proposed transaction. The outlook is stable and liquidity
remains good.
Moody's expects the terms and conditions of the newly issued 2031
notes will be materially the same as existing unsecured notes. The
notes will not be guaranteed.
Moody's views the transaction as credit neutral. Moody's expects
any incremental leverage (net of repayment) will not materially
change the credit profile, leverage ratio, or the proportional mix
of secured and unsecured debt, or the resultant creditor claim
priorities in the capital structure.
Assignments:
Issuer: CCO Holdings, LLC
Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5)
RATINGS RATIONALE
Charter Communications, Inc.'s credit profile is supported by the
company's substantial scale and share of the US pay-TV market which
is protected by a superior, high-speed network with limited
competitive overlap. Charter is the second largest cable company in
the United States, serving approximately 29.7 million residential
and commercial customers across 41 states. It provides video, data,
voice, and mobile wireless services, which produced approximately
$46.3 billion in revenue (Mar 2020 LTM), principally from 54.1
million primary service units, including both residential and
commercial (and 1.4 million mobile lines). Strong broadband demand
drives growth and profitability, providing an operating hedge to
weakness in video and voice services while free cash flows of close
to $5.2 billion (Moody's adjusted, Mar 2020 LTM) provides
significant financial flexibility. The credit profile is
constrained by governance risk, including a financial policy that
tolerates dividends and stock buyouts, as well as high absolute
debt levels (near $80.5 billion, Moody's adjusted at Q1 2020) and
elevated financial leverage that was approximately 4.7x (Moody's
adjusted LTM Q1 2020). However, Moody's expects the ratio to fall
inside its 4.5x tolerance over the next 12-18 months, consistent
with Charter's target ratio of 4.0-4.5x. Charter's credit profile
also reflects secular pressure in its voice and video services
which is losing subscribers due to intense competition and changes
in media consumption, driving penetration rates lower.
Additionally, Charter is now offering mobile wireless services
through its MVNO with Verizon Communications Inc. (Verizon, Baa1
Positive), making it a true quad-player. While Moody's anticipates
this service will add scale, diversify revenues, increase
subscribers and help reduce churn / increase retention, it also
expects wireless start-up costs to be a burden on profits and cash
flows with steady-state economics that are less favorable than the
existing cable model. Moody's expects the effects of the
coronavirus to lead to significantly increase broadband demand and
a reduced loss rate of video and voice subscribers, with offsetting
effects from higher bad debt expenses, a loss of advertising
revenue, and weakness in commercial business -- especially small
businesses particularly exposed to the impact of closures due to
the pandemic.
Moody's rates the senior secured 1st lien credit facilities and
senior secured 1st lien notes at Charter Communications Operating,
LLC, Time Warner Cable, LLC, and Time Warner Enterprises LLC Ba1
(LGD3), one notch above the Ba2 CFR. Secured lenders benefit from
junior capital provided by the senior unsecured bonds at CCO
Holdings, Inc. (which have no guarantees). The senior unsecured
notes at CCO Holdings, Inc. are the most junior claims and are
rated B1 (LGD5), with contractual and structural subordination to
all other obligations. Its instrument ratings reflect the Ba2-PDR
(Probability of Default Rating) with a mix of secured and unsecured
debt, which Moody's expects will result in an average rate of
recovery (of approximately 50%) in a distressed scenario. Estimated
lease rejection claims and trade payables are unrated, and do not
affect the instrument level ratings given their insignificance to
the total quantum of obligations. In an actual default scenario,
the instrument-level ratings could change based on the potential
outcomes (e.g. bankruptcy versus liquidation) and a detailed
analysis of valuation relative to claim-by-claim asset coverage and
recoveries.
The stable outlook reflects its expectation that debt, revenues,
and EBITDA will rise to near $85.7 billion, $50.3 billion, and
$19.2 billion, respectively by the end of 2021. Moody's projects
EBITDA margins to approach 40%, producing free cash flows over $6
billion. Key assumptions include capex to revenue averaging near
15%, and average borrowing costs of approximately 5%. Moody's
expects video subscribers to fall by low single digit percent, and
data subscribers to rise by mid-single digit percent, with better
performance in 2020 as a result of the favorable effects on the
business from the coronavirus. Moody's assumes ramping the mobile
wireless business will be a net cash cost of at least $1 billion
(over the next 12 to 18 months). Moody's expects key credit metrics
to remain stable or improve, with leverage projected to fall within
its tolerances, to near 4.3x by the end of 2021, and free cash flow
to debt to rise from 6% (LTM Q1), to near 8% by 2021. Moody's
expects liquidity to remain good.
Charter is exposed to governance risk, including less than
conservative financial policies that tolerates dividends,
substantial share repurchases, and elevated leverage. Management's
target ratio is 4.0-4.5x (net debt). Gross leverage was 4.7x
(Moody's adjusted, LTM as of the last quarter end), above its 4.5x
tolerance. Moody's projects leverage to improve, falling within its
tolerances over the next 12-18 months with EBITDA growth and
mandatory debt amortization. Based on historical patterns, it
doesn't expect Charter to voluntarily reduce debt with free cash
flow, but assume maturities will be refinanced/rolled over and
incremental debt issuance will maintain leverage within the
company's leverage target.
In the recent past, Charter has used the majority of its excess
capital to make acquisitions or buy back stock while operating
within its leverage target and Moody's expects this pattern to
continue. The company had approximately $286 million of remaining
authorization under its stock repurchase plan as of the last
quarter end.
The rapid spread of the coronavirus outbreak, deteriorating global
economic outlook, low oil prices, and high asset price volatility
have created an unprecedented credit shock across a range of
sectors and regions. Moody's regards the coronavirus outbreak as a
social risk under its ESG framework, given the substantial
implications for public health and safety. Moody's believes the
cable sector has less exposure than many others, with the
expectation that the demand for voice, video and data are unlikely
to fall. In fact, Moody's expects greater demand across
residential, commercial, governmental, and mobile carriers. Video
viewership and engagement is rising sharply, with subscribers
spending extraordinary time watching TV for news and entertainment
comfort. Moody's also believes cable will see a significant rise in
viewership for entertainment programming, and movies with a
complete shut-down of US cinemas. Broadband demand is accelerating
with increased, more evenly distributed usage driven by remote
workers, and a dramatic shift to online commerce and
communications. Moody's also expects lower capital spending and
some costs with a higher rate of self-installs. Any negative
implications — disruptions to direct selling, slower pace of
construction, loss of certain programming (sports and new
production / content), weakness in small and medium-sized business,
lower advertising sales, higher bad debt expense, and operations
(component supply chains, construction / network upgrades) will be
only a partial offset.
The SGL-2 liquidity rating reflects good liquidity with positive
free cash flow, a fully undrawn $4.75 billion revolver facility,
and only incurrence-based financial covenants. However, alternate
liquidity is limited with a largely secured capital structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's would consider an upgrade if:
- Leverage (Moody's adjusted debt/EBITDA) is sustained below
4.0x, and
- Free cash flow-to-debt (Moody's adjusted) is sustained above
5%
An upgrade would also be conditional on very good liquidity, a more
conservative financial policy, and a high level of confidence that
further deterioration in the voice and video business, and or
losses in mobile services will not materially change the credit
profile of the business.
Moody's would consider a downgrade if:
- Leverage (Moody's adjusted debt/EBITDA) is sustained above
4.5x, or
- Free cash flow-to-debt (Moody's adjusted) is sustained below
low single digit percent
Moody's would also consider a negative rating action if liquidity
deteriorated, or there was further deterioration in the voice and
video services, a material and unfavorable change in regulations,
and or losses in mobile services that materially and unfavorably
changed the credit profile of the company.
The principal methodology used in these ratings was Pay TV
published in December 2018.
Charter Communications, Inc., headquartered in Stamford,
Connecticut, provides video, data, phone, and wireless services to
54.1 million primary service units, including both residential and
commercial (and 1.4 million mobile lines). Across its footprint,
which spans 41 states, Charter serves 29.7 million residential and
commercial customers under the Spectrum brand, making it the
second-largest U.S. cable company second only to Comcast
Corporation (Comcast, A3 stable). Revenue for the last twelve
months ended March 31, 2020 was approximately $46.3 billion.
CHF SOLUTIONS: Incurs $4.6M Net Loss for Quarter Ended March 31
---------------------------------------------------------------
CHF Solutions, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $4,568,000 on $1,630,000 of net sales for
the three months ended March 31, 2020, compared to a net loss of
$4,727,000 on $1,215,000 of net sales for the same period in 2019.
At March 31, 2020, the Company had total assets of $10,047,000,
total liabilities of $2,343,000, and $7,704,000 in total
stockholders' equity.
The Company said, "During the years ended December 31, 2019 and
2018, and through March 31, 2020, we incurred losses from
operations and net cash outflows from operating activities as
disclosed in the condensed consolidated statements of operations
and cash flows, respectively. As of March 31, 2020, we had an
accumulated deficit of $222.1 million and we expect to incur losses
for the immediate future. To date, we have been funded primarily
by various debt and equity financings, and although we believe that
we will be able to successfully fund our operations, there can be
no assurance that we will be able to do so or that we will ever
operate profitably. These factors raise substantial doubt about
our ability to continue as a going concern through the next twelve
months."
A copy of the Form 10-Q is available at:
https://is.gd/diO5D4
CHF Solutions, Inc., an early-stage medical device company,
develops cardiac and coronary disease products primarily in the
United States. The Company focuses on commercializing the Aquadex
FlexFlow system, which is indicated for temporary ultrafiltration
treatment of patients with fluid overload who have failed diuretic
therapy, and extended ultrafiltration treatment of patients with
fluid overload who have failed diuretic therapy and require
hospitalization. It offers Aquadex FlexFlow consoles and the
related disposable products in Singapore and Hong Kong. The
company was formerly known as Sunshine Heart, Inc. and changed its
name to CHF Solutions, Inc. in May 2017. CHF Solutions, Inc. was
founded in 1999 and is based in Eden Prairie, Minnesota.
CLINIGENCE HOLDINGS: Mark Fawcett Resigns as Director
-----------------------------------------------------
The Board of Directors of Clinigence Holdings, Inc. accepted the
resignation of Mark Fawcett from the Board and related
responsibilities on chairman of the compensation committee. The
Company said Mr. Fawcett's resignation was not the result of any
disagreement with the Company on any matter relating to the
Company's operations, policies or practices. Effective upon Mr.
Fawcett's resignation as a director, the Company's Board will be
reduced from eight to seven directors.
About Clinigence Holdings
Clinigence Holdings, a fully reporting, publicly-held company --
http://www.clinigencehealth.com-- is a healthcare information
technology company providing an advanced, cloud-based platform that
enables healthcare organizations to provide value-based care and
population health management. The Clinigence platform aggregates
clinical and claims data across multiple settings, information
systems and sources to create a holistic view of each patient and
provider and virtually unlimited insights into patient
populations.
Clinigence recorded a net loss of $7.12 million for the year ended
Dec. 31, 2019, compared to a net loss of $950,129 for the year
ended Dec. 31, 2018.
Prager Metis CPA's LLC, in Hackensack, New Jersey, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated May 14, 2020 citing that the Company has an
accumulated deficit of $12,568,795, and a working capital deficit
of $3,367,101 at Dec. 31, 2019. These factors, among others, raise
substantial doubt regarding the Company's ability to continue as a
going concern.
D.J. SIMMONS: Asset Sale to Four Corners Not Yet Complete
---------------------------------------------------------
Michael L. Staheli, the Successor Chapter 11 Trustee in the Chapter
11 cases of D.J. Simmons Company Limited Partnership and D.J.
Simmons, Inc., delivered to the U.S. Bankruptcy Court in Colorado a
Seventeenth Status Report on July 2.
According to Mr. Staheli, while continuing to oversee the
day-to-day operations of the Debtors, the Trustee's primary focus
has been the continuing liquidation of the remaining assets of the
Debtors' estates. He reports that on January 17, 2020, the Court
approved the amendment to the Trustee's contract for the sale of
the estates' remaining leases and wells in Colorado and Utah to
Four Corners Energy, LLC. The Trustee has closed that sale in
escrow, pending approval of change in operator for those wells.
Four Corners has received approval for change in operator from the
Bureau of Land Management and the State of Utah. Four Corners is
working with the COGCC to resolve concerns raised by it in
connection with the proposed change in operator. If consummated,
this sale will dispose of the estates' remaining operating assets.
The Trustee has filed seven objections to claims against the
estate. Orders have entered granting six of those objections and
the Bureau of Land Management has withdrawn its claim which was the
subject of the seventh. The Trustee is working with the State of
New Mexico to address open questions regarding its claim, despite
entry of an order granting the objection, based on the State's
claim that notice to it of the claim objection was deficient.
Additional objections will be filed upon final consummation of the
Four Corners sale.
The Trustee and BOKF, NA entered into an agreement for the
discounted payment of its claim, which was approved by the Court by
order entered on March 30, 2020. The agreement was conditioned
upon payment to BOKF by March 31 and also conditioned upon the
final closing with Four Corners. Because Four Corners did not
secure approval of change of operator in Utah and Colorado by March
31, the Trustee did not make the settlement payment to BOKF. The
Trustee anticipates further discussions with BOKF once the sale
with Four Corners is complete.
At the behest of the U.S. Trustee, Mr. Staheli was appointed as
Chapter 11 Trustee to replace Edward B. Cordes, who passed away.
No creditors objected to the appointment of Mr. Staheli as
successor trustee. Bankruptcy Judge Joseph G. Rosania Jr., has
approved Mr. Staheli's appointment.
A full-text copy of the Chapter 11 Trustee Report is available at
https://is.gd/R7Vd2Q from PacerMonitor.com at no charge.
About D.J. Simmons Company
Farmington, New Mexico-based D.J. Simmons Inc. --
http://www.djsimmons.com/-- is an independent oil and gas
exploration and production company. D.J. Simmons and its
affiliates have oil and natural gas reserves from approximately
100 wells operated by DJS, Inc., and 500 wells operated by third
parties in Colorado, New Mexico, Utah, and Texas. Kimbeto
Resources, LLC, owns 13 wells in Rio Arriba County, New Mexico.
DJS, Inc., also operates the wells owned by Kimbeto. D.J. Simmons
Company Limited Partnership holds most of the oil and gas and
other
assets. Kimbeto holds oil, gas, and other related assets on land
owned by the Jicarilla Apache Tribe. DJS, Inc, operates the
Assets
and employs a small administrative staff.
DJS Co. LP, Kimbeto and DJS, Inc., filed Chapter 11 petitions
(Bankr. D. Colo. Case Nos. 16-11763, 16-11765 and 16-11767) on
March 1, 2016. The cases are jointly administered under Lead Case
No. 16-11763.
In the petitions signed by John Byrom, president of DJS, Inc., DJS
Co. LP disclosed $9.94 million in total assets and $12.9 million
in total liabilities. Kimbeto disclosed $976,190 in total assets
and $9.81 million in total liabilities. Ethan Birnberg, Esq., at
Lindquist & Vennum LLP, serves as the Debtors' counsel.
DM WORLD: Committee Seeks to Hire Greenberg Traurig as Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of DM World
Transportation, LLC seeks authority from the U.S. Bankruptcy Court
for the Middle District of Florida to employ Greenberg Traurig,
P.A. as its legal counsel.
The firm will provide the following services:
(a) advise the committee of its rights, duties and powers in
Debtor's Chapter 11 case;
(b) assist the committee in its consultations with Debtor;
(c) assist the committee in investigating the acts, conduct,
assets, liabilities and financial condition of Debtor, the
operation of its business and any other matters relevant to the
case;
(d) assist the committee in its analysis of and negotiations
with Debtor or any third party concerning matters related to, among
other things, the terms of a sale or bankruptcy plan;
(e) assist the committee in requesting the appointment of a
trustee or examiner should such action become necessary;
(f) assist the committee as to its communications to the
general creditor body regarding significant matters in Debtor's
case;
(g) represent the committee at court hearings and other
proceedings;
(h) review all applications, orders, statements of operations
and schedules filed with the bankruptcy court and advise the
committee as to their propriety; and
(i) prepare legal papers.
The firm's services will be billed at a blended hourly rate of
$525.
Greenberg Traurig is "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Ari Newman, Esq.
Greenberg Traurig, P.A.
333 S.E. 2nd Avenue, Suite 4400
Miami, FL 33131
Direct: +1 305-579-0868
Tel: +1 305-579-0500
Email: newmanar@gtlaw.com
About DM World Transportation
DM World Transportation, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-02684) on May 12,
2020. At the time of the filing, Debtor had estimated assets of
between $1 million and $10 million and liabilities of between $10
million and $50 million. Debtor is represented by the Law Firm of
Shuker & Dorris, P.A.
The U.S. Trustee for Region 21 appointed a committee of unsecured
creditors on June 2, 2020. The committee is represented by
Greenberg Traurig, P.A.
DPW HOLDINGS: Incurs $6.53 Million Net Loss in First Quarter
------------------------------------------------------------
DPW Holdings, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $6.53 million on $5.61 million of total revenue for the three
months ended March 31, 2020, compared to a net loss of $6.71
million on $5.76 million of total revenue for the three months
ended March 31, 2019.
As of March 31, 2020, the Company had $37.76 million in total
assets, $35.28 million in total liabilities, and $2.48 million in
total stockholders' equity.
As of March 31, 2020, the Company had cash and cash equivalents of
$626,337, an accumulated deficit of $95,186,473 and negative
working capital of $19,229,061. The Company has incurred recurring
losses and reported losses for the three months ended March 31,
2020 and 2019. In the past, the Company has financed its
operations principally through issuances of convertible debt,
promissory notes and equity securities. During 2020, the Company
continued to successfully obtain additional equity and debt
financing and restructured existing debt.
The Company expects to continue to incur losses for the foreseeable
future and needs to raise additional capital to continue its
business development initiatives and to support its working capital
requirements. During February 2020, the Company entered into a
Master Exchange Agreement with an entity that, subject to
shareholder approval, has agreed to purchase up to approximately
$7.7 million in certain promissory notes previously issued by the
Company. Management believes that the Company has access to
capital resources through potential public or private issuances of
debt or equity securities. However, if the Company is unable to
raise additional capital, which ability could be adversely affected
by the recent outbreak of COVID-19, it may be required to curtail
operations and take additional measures to reduce costs, including
reducing its workforce, eliminating outside consultants and
reducing legal fees to conserve its cash in amounts sufficient to
sustain operations and meet its obligations. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
A full-text copy of the Quarterly Report is available for free at:
https://is.gd/fX9pYs
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.
DROPCAR INC: Incurs $1.1M Net Loss for Quarter Ended March 31
-------------------------------------------------------------
DropCar, Inc., filed its quarterly report on Form 10-Q, disclosing
a net loss of $1,057,662 on $0 of revenue for the three months
ended March 31, 2020, compared to a net loss of $1,975,706 on $0 of
revenue for the same period in 2019.
At March 31, 2020, the Company had total assets of $4,312,799,
total liabilities of $2,471,381, and $1,841,418 in total
stockholders' equity.
The Company has a limited operating history and the sales and
income potential of its business and market are unproven. As of
March 31, 2020, the Company has an accumulated deficit of $35.8
million and has experienced net losses each year since its
inception. The Company anticipates that it will continue to incur
net losses into the foreseeable future and will need to raise
additional capital to continue. The Company's cash is not
sufficient to fund its operations through May 2021. These factors
raise substantial doubt about the Company's ability to continue as
a going concern for the twelve months following the date of the
filing of this Form 10-Q.
A copy of the Form 10-Q is available at:
https://is.gd/xZs4fA
DropCar, Inc. provides automotive vehicle support, fleet logistics,
and concierge services for consumers and businesses in
automotive-related industries. The company offers Vehicle
Assistance and Logistics (VAL) platform and mobile application
(app) to assist consumers and automotive-related companies. Its VAL
platform is a Web-based interface that facilitates service by
coordinating the movements and schedules of valets who pick up and
drop off cars at dealerships, customer, and other locations; and
app tracks progress and provides real-time email and/or text
notifications on status to customers. The company operates
business-to-consumer services within the greater New York City
metropolitan area and operates business-to-business services across
the greater New York City metropolitan area, New Jersey, Washington
D.C., Baltimore, Los Angeles, and San Francisco. DropCar, Inc. is
based in New York.
EASTSIDE DISTILLING: Incurs $3.5M Net Loss for March 31 Quarter
---------------------------------------------------------------
Eastside Distilling, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $3,508,549 on $3,745,951 of sales for the
three months ended March 31, 2020, compared to a net loss of
$2,943,439 on $3,460,779 of sales for the same period in 2019.
At March 31, 2020, the Company had total assets of $34,306,141,
total liabilities of $30,024,890, and $4,281,251 in total
stockholders' equity.
The Company said, "Although our audited financial statements for
the year ended December 31, 2019 were prepared under the assumption
that we would continue our operations as a going concern, the
report of our independent registered public accounting firm that
accompanies our financial statements for the year ended December
31, 2019 contains a going concern qualification in which such firm
expressed substantial doubt about our ability to continue as a
going concern, based on the financial statements at that time.
Specifically, we have incurred operating losses since our
inception, and even though we have reduced our operating expenses
and increased our available capacity under our lines of credit, and
have large inventory balances to drawn from, we expect to continue
to incur significant expenses and operating losses for the
foreseeable future. These prior losses and expected future losses
have had, and will continue to have, an adverse effect on our
financial condition. If we cannot continue as a going concern, our
stockholders would likely lose most or all of their investment in
us."
A copy of the Form 10-Q is available at:
https://is.gd/1p8iIl
Eastside Distilling, Inc., manufactures, acquires, blends, bottles,
imports, exports, markets, and sells various alcoholic beverages.
The company sells its products on a wholesale basis to distributors
in the United States, as well as in Ontario, Canada. Eastside
Distilling, Inc. was founded in 2008 and is headquartered in
Portland, Oregon.
EDISON PRICE: Seeks Approval to Hire Beechwood Capital, HunterPoint
-------------------------------------------------------------------
Edison Price Lighting, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Beechwood
Capital Advisors, LLC, and HunterPoint, LLC.
Beechwood's services will include:
(i) assisting Debtor in the sale of its business and assets;
(ii) preparing offering materials describing Debtor and its
operations, historical performance and future prospects;
(iii) identifying and contacting potential buyers;
(iv) arranging for potential buyers to conduct business
investigations and due diligence; and
(v) assisting Debtor in negotiating the financial aspects of
any proposed transaction.
Debtor will pay the firm a cash fee at closing equal to or the
greater of $150,000, or 6 percent of the "aggregate consideration"
received or to be received by Debtor from the buyer.
Meanwhile, HunterPoint will provide the following services:
(a) assist Debtor in the preparation of cash flow forecasts;
(b) oversee the marketing and negotiation of the terms of the
sale of Debtor's business or assets;
(c) review and monitor procedures for the management of daily
cash receipts and disbursements;
(d) assist in the preparation of Debtor's monthly operating
reports;
(e) attend meetings and participate in conference calls;
(f) assist in the preparation of court motions as requested by
Debtor's legal counsel; and
(g) participate in court hearings, and if necessary, provide
testimonies.
HunterPoint has agreed to cap its rates at $345 per hour. Travel
time will be billed at 50 percent of the hourly rate.
Both firms are "disinterested" under Section 101(14) of the
Bankruptcy Code, according to court filings.
The firms can be reached through:
Richard Conroy
Beechwood Capital Advisors, LLC
343 Millburn Ave
Millburn, NJ 07041
Phone: 973-264-9952
Peter A. Furman
HunterPoint LLC
641 Lexington Ave, 15th Floor
New York, NY 10022
Direct: (212) 328-9497
Mobile: (917) 796-9843
Email: pfurman@hunterpoint.com
About Edison Price Lighting
Located in Long Island City, N.Y., Edison Price Lighting Inc.
designs and manufactures architectural lighting fixtures. Its
60,000-square-foot facility includes its office, full-scale
factory, testing lab, and the Edison Price Lighting Gallery. For
more information, visit https://www.epl.com/
Edison Price Lighting sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 20-22614) on May 1,
2020. At the time of the filing, Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range.
Judge Robert D. Drain oversees the case. Bronson Law Offices, P.C.
is Debtor's legal counsel.
ESCALON MEDICAL: Has $128,000 Net Loss for Quarter Ended March 31
-----------------------------------------------------------------
Escalon Medical Corp. filed its quarterly report on Form 10-Q,
disclosing a net loss of $127,883 on $2,357,383 of net revenues for
the three months ended March 31, 2020, compared to a net income of
$22,205 on $2,668,670 of net revenues for the same period in 2019.
At March 31, 2020, the Company had total assets of $5,552,950,
total liabilities of $3,572,564, and $1,980,386 in total
shareholders' equity.
Escalon Medical said, "To date, the Company's operations have not
generated sufficient revenues to enable profitability. As of March
31, 2020, the Company had an accumulated deficient of $68.4
million, and incurred recurring losses from operations and incurred
negative cash flows from operating activities in prior periods.
These factors raise substantial doubt regarding the Company's
ability to continue as a going concern."
A copy of the Form 10-Q is available at:
https://is.gd/uXVUI0
Wayne, Pennsylvania-based Escalon Medical Corp. operates in the
healthcare market, specializing in the development, manufacture,
marketing and distribution of medical devices and pharmaceuticals
in the area of ophthalmology. The company and its products are
subject to regulation and inspection by the U.S. FDA.
FAIRVIEW FUNDING: Case Summary & 12 Unsecured Creditors
-------------------------------------------------------
Debtor: Fairview Funding, LLC
565 Highway 35, Suite 10
Red Bank, NJ 07701
Case No.: 20-18314
Business Description: Fairview Funding is a privately held
company that operates in the nondepository
credit intermediation industry.
Chapter 11 Petition Date: July 7, 2020
Court: United States Bankruptcy Court
District of New Jersey
Debtor's Counsel: Andrew J. Kelly, Esq.
THE KELLY FIRM, P.C.
1011 Highway 71
Suite 200
Spring Lake,NJ 07762
Tel: 732-449-0525
E-mail: akelly@kbtlaw.com
Total Assets: $7,482,044
Total Liabilities: $4,245,757
The petition was signed by Vincent Galano, managing director.
A copy of the petition containing, among other items, a list of the
Debtor's 12 unsecured creditors is available for free at
PacerMonitor.com at:
https://is.gd/arEG9Q
FCPR ACQUISITION: Trustee's Sale of Personal Property Approved
--------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida has entered a final order authorizing Alex
Moglia, the chapter 11 Trustee for FCPR Acquisition, LLC, Cedar
Plastics, LLC, and Cedar Trucking, LLC, to sell the items for the
prices as identified on Exhibit A.
The Buyer has allocated its purchase price to the specific Sale
Assets as identified in the Motion which have been agreed to by
CenterState Bank, N.A.
The Plastics Sale will be to the extent of any interest the estate
may have in the property described in the Offer on an "As-Is,
Where-Is" basis but free and clear of all claims, liens, interest
and encumbrances with any liens to attach to the Sale Proceeds.
As proffered on the record, without objection, the value of the
Sale Assets is $150,000.
The purchase price to be paid under the Offer less an amount equal
to 17.5% of the Sale Proceeds attributable to CenterState's
collateral to pay (a) the fees payable to the United States
Treasury, (b) then to the allowed administrative expenses for
compensation and reimbursement for the Trustee, the Jennis Law Firm
(as the counsel to the Debtors and special counsel to the Trustee)
and the counsel to the Committee of Unsecured Creditors, (c) and,
to the extent of any remainder thereafter, all other allowed
administrative expense claims, priority claims and unsecured
claims.
Specifically, the Trustee will distribute the Sale Proceeds as
follows:
A. The first $405 to the Dixie Mill to repay it for its costs
and expenses to preserve the Sale Assets.
B. The second $1,200 to the Trustee to repay him for his
costs and expenses to preserve the Sale Assets.
C. The third $25,969 to pay (i) the fees payable to the
United States Treasury, (ii) the Administrative Carve Out and (iii)
to the extent of any remainder thereafter, to Dahl Brothers and
Dixie Mill to be shared pro rata.
D. The remaining $122,426 to CenterState.
In consideration of the Carve Out, the Trustee waives any right to
surcharge with respect to any of the Sale Assets under Section 506.
A copy of the Exhibit A is available at
https://tinyurl.com/ya8wmgfm from PacerMonitor.com free of charge.
About FCPR Acquisition
FCPR Acquisition, LLC, provides carpet recycling services. The
company is doing business as Florida Carpet & Pad Recycling.
FCPR sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 19-08611) on Sept. 11, 2019. Its
affiliates, Cedar Plastics, LLC (Bankr. M.D. Fla. Case No.19-09429)
and Cedar Trucking, LLC (Bankr. M.D. Fla. Case No.19-09430) filed
Chapter 11 petitions on Oct. 3, 2019. The cases are jointly
administered under Case No. 19-08611.
At the time of the filing, FCPR and Cedar Plastics were estimated
to have assets of less than $50,000 and debts of less than $10
million. Cedar Trucking had estimated assets of less than $50,000
and liabilities of less than $1 million.
The cases have been assigned to Judge Caryl E. Delano.
The Debtors are represented by Daniel E. Etlinger, Esq., at Jennis
Law Firm.
The U.S. Trustee for Region 21 on Nov. 15, 2019, appointed three
creditors to serve on the official committee of unsecured
creditors. The Committee retained Buss Ross, P.A., as counsel.
FECK PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Feck Properties, LLC
494 Stearns Ave
c/o Stanley B. Feck
Mansfield, MA 02048-3010
Business Description: Feck Properties is primarily engaged
real estate rentals (residential, short-
term in Florida) and real estate development
and sales (in Massachusetts).
Chapter 11 Petition Date: July 7, 2020
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 20-05209
Debtor's Counsel: Kevin Christopher Gleason, Esq.
FLORIDA BANKRUPTCY GROUP, LLC
4121 N 31 Ave
Hollywood, FL 33021
Tel: (954) 893-7670
Email: bankruptcylawyer@aol.com
Total Assets: $4,750,000
Total Debts: $2,773,630
The petition was signed by Stanley B. Feck, manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://is.gd/mL4wnd
FIBERCORR MILLS: U.S. Trustee Appoints Creditors' Committee
-----------------------------------------------------------
The U.S. Trustee for Region 9 appointed a committee to represent
unsecured creditors in the Chapter 11 cases of Fibercorr Mills, LLC
and its affiliates.
The committee members are:
1. Gateway Products Recycling, Inc.
c/o Ryan Palmier
4223 E. 49th St.
Cleveland, OH 44125
Phone: (216) 341-8777
rpalmier@gatewayrecycle.com
2. Atlas Packaging, Inc.
c/o John Dillon
1000 Tuscarawas Street E.
Canton, OH 44707
Phone: (330) 495-5356
Fax: (330) 456-1676
john@atlas-packaging.com
3. S. Slesnick Company
c/o Brian D. Selsnick
700 3rd Street S.E.
Canton, OH 44707
Phone: (330) 454-5101
Fax: (330) 454-5166
brian@slesnick.com
4. Hilscher-Clerke Electric Company
c/o Barbara Zwick
519 4th Street SW
Canton, OH 44703
Phone: (330) 458-1187
Fax: (330) 458-1195
bzwick@h-ce.com
5. Clark-Fowler Ent. Inc.
c/o Doug Fowler
510 W. Henry Street
Wooster, OH 44691
Phone: (330) 446-0273
Fax: (330) 262-9126
dfowler@clarkfowlerelectric.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Fibercorr Mills
FiberCorr Mills is a Massillon-based manufacturer of corrugated
cardboard products. The Shew family bought the FiberCorr business
from Georgia-Pacific in February 2000. Cherry Springs of Massillon
II is the owner of real property consisting of FiberCorr's business
premises. Shew Industries, LLC is the parent company of the other
debtors. Visit http://www.fibercorr.comfor more information.
Fibercorr Mills and its affiliates filed Chapter 11 petitions
(Bankr. N.D. Ohio Lead Case No. 20-61029) on June 17, 2020. At the
time of the filing, Fibercorr Mills had estimated assets of between
$1 million and $10 million and liabilities of between $1 million
and $10 million.
Judge Russ Kendig oversees the case.
Debtors have tapped Anthony J. Degirolamo, Attorney At Law as their
bankruptcy counsel; and The Phillips Organization as their
financial advisor.
FITZ LAW GROUP: Has Until July 17 to File Plan & Disclosures
------------------------------------------------------------
Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern
District of Illinois, Eastern Division, has entered an order within
which debtor The Fitz Law Group, LLC, will file a Plan and
Disclosure Statement by July 17, 2020.
July 30, 2020, at 10:30 am in Courtroom 742, Everett McKinley
Dirksen United States Courthouse, 219 South Dearborn Street,
Chicago, Illinois is the hearing to consider the status of the Plan
and Disclosure Statement.
A copy of the order dated June 4, 2020, is available at
https://tinyurl.com/ycehdktn from PacerMonitor.com at no charge.
About The Fitz Law Group
The Fitz Law Group, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 20-07513) on March 16, 2020. The Debtor's counsel is
Paul C. Sheils, Esq.
FRED'S INC: Amended Liquidating Plan Confirmed by Judge
-------------------------------------------------------
Judge Christopher S. Sontchi has entered findings of fact,
conclusions of law, and order confirming the Modified Amended Joint
Chapter 11 Plan for Fred's Inc. and its debtor affiliates.
The Plan and the Liquidating Trust Agreement provide adequate and
proper means for the Plan’s implementation. Thus, Section
1123(a)(5) of the Bankruptcy Code is satisfied.
The Debtors have proposed the Plan in good faith and not by any
means forbidden by law, thereby satisfying Section 1129(a)(3) of
the Bankruptcy Code. In determining that the Plan has been proposed
in good faith, this Court has examined the totality of the
circumstances surrounding the filing of the Chapter 11 cases, the
Plan itself, and the process leading to its formulation.
The Plan is the result of extensive arm's-length negotiations among
the Debtors, the Committee, and other key stakeholders and is
supported by the Debtors’ requisite creditors and other parties
in interest in the Chapter 11 Cases. The Plan promotes the
objectives and purposes of the Bankruptcy Code.
A full-text copy of the order dated June 4, 2020, is available at
https://tinyurl.com/ycub28v2 from PacerMonitor at no charge.
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.
FREEDOM COMMUNICATIONS: Unsecureds to Recover 0.5% to 5% in Plan
----------------------------------------------------------------
Freedom Communications, Inc. and its debtor affiliates, and the
Official Committee of Unsecured Creditors filed with the U.S.
Bankruptcy Court for the Central District of California, Santa Ana
Division, a Joint Chapter 11 Plan of Liquidation and a
corresponding Disclosure Statement on June 4, 2020.
The Debtors and the Committee are co-proponents of the Plan, which
provides for the distribution of the remaining assets of the
Debtors' estates, consisting primarily of net cash proceeds from
certain settlements. The Plan provides for the liquidation,
collection, disposition and distribution of the remaining assets of
the Debtors’ Estates and winding-up the Debtors' affairs and the
Chapter 11 Cases. Substantially all of the Debtors' assets were
sold to a third party buyer and the remaining material causes of
action of the Debtors were addressed and resolved under certain
settlements including with the Pension Benefit Guaranty
Corporation. The Plan proposes to fairly and efficiently allocate
the Debtors’ remaining Distributable Assets in a manner that is
supported by the principal constituencies in the Chapter 11 Cases
and will allow such cases to be promptly resolved.
The Plan will be implemented through the substantive consolidation
of the Debtors' Estates for the purposes of voting and
Distributions under the Plan, the re-vesting of the Estates' assets
in Liquidating Debtor Freedom Communications, Inc., and the
appointment of a Plan Administrator to liquidate or otherwise
dispose of the Estates' remaining assets, if and to the extent such
assets were not previously monetized or otherwise transferred by
the Debtors prior to the Effective Date.
Class 3 General Unsecured Claims are estimated to total $40
million. The Plan Proponents estimate that Holders of Allowed
General Unsecured Claims in these Chapter 11 Cases should recover
approximately 0.5% to 5% of the total amount of their Allowed
General Unsecured Claims. Except to the extent that a Holder of an
Allowed Class 3 General Unsecured Claim agrees to a less favorable
treatment, each Holder of an Allowed Class 3 General Unsecured
Claim shall receive a Cash payment equal to its Pro Rata share of
the Net Distributable Estate Assets on one or more dates as soon as
reasonably practicable.
In the event that an aggregate of at least $1,000,000 in Cash in
Net Distributable Assets is or will be distributed to the Holders
of Allowed Class 3 General Unsecured Claims on account of such
Claims, any and all Net Distributable Assets in excess of such
$1,000,000 Cash threshold shall be distributed by the Liquidating
Debtors to the Holders of Allowed Class 3 Claims and the PBGC (or
other Holder of the Class 4 Claims), on account of their Class 3
and Class 4 Claims, respectively, on a Pro Rata basis as soon as
reasonably practicable on the Class 3 Distribution Date(s).
Class 4 consists of PBGC Unsecured Claims. The Holder of the PBGC
Unsecured Claims shall receive the treatment provided for the PBGC
on account of the PBGC Unsecured Claims set forth in the PBGC
Settlement. Pursuant to the PBGC Settlement, the PBGC has agreed to
waive any right to receive Distributions under the Plan, on account
of the PBGC Unsecured Claims, unless and until the Pro Rata Class 3
/ Class 4 Distribution Trigger Event occurs.
Class 5 consists of all Interests. Holders of Interests shall
receive no distributions under the Plan, and on the Effective Date,
all Interests shall be deemed void and of no force and effect.
The PBGC Settlement provides for a total payment of $5,490,000 to
the Estates, of which $2,745,000 will be compensation to the
Estates for the three years of hard-fought litigation and resulting
expense incurred by Committee counsel in connection with its
investigation and prosecution of the Committee Action. The
aggregate $5,490,000 payment will facilitate the Debtors in
continuing to administer the Chapter 11 Cases and confirming a
Chapter 11 plan for the benefit of the Estates and their creditors.
The Bankruptcy Court entered an order approving the PBGC Settlement
pursuant to an order entered on January 13, 2020.
The Plan provides for the distribution of the Debtors’ assets to
various Creditors as contemplated under the Plan and for the
wind-up the Debtors’ corporate affairs. More specifically, the
Plan provides that a Plan Administrator will administer and
liquidate all remaining property of the Debtors, including Retained
Rights of Action.
A full-text copy of the disclosure statement dated June 4, 2020, is
available at https://tinyurl.com/yd39y3u5 from PacerMonitor.com at
no charge.
Counsel for the Debtors:
Alan J. Friedman
SHULMAN BASTIAN FRIEDMAN & BUI LLP
100 Spectrum Center Drive, Suite 600
Irvine, California 92618
Telephone: (949) 340-3400
Facsimile: (949) 340-3000
E-mail: afriedman@shulmanbastian.com
Counsel for the Official Committee of Unsecured Creditors:
Robert J. Feinstein
Jeffrey W. Dulberg
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., 13th Floor
Los Angeles, CA 90067
Telephone: (310) 277-6910
Facsimile: (310) 201-0760
E-mail: rfeinstein@pszjlaw.com
akornfeld@pszjlaw.com
jdulberg@pszjlaw.com
About Freedom Communications
Headquartered in Santa Ana, Calif., Freedom Communications, Inc.,
owned two daily newspapers -- The Press-Enterprise in Riverside,
California and The Orange County Register in Santa Ana,
California.
Freedom Communications and 24 of its affiliates sought Chapter 11
bankruptcy protection in California with the intention of selling
their assets to a group of local investors led by Rich Mirman,
Freedom's chief executive officer and publisher.
Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy
petitions (Bankr. C.D. Cal. Lead Case No. 15-15311) on Nov. 1,
2015. In the petition signed by Richard E. Mirman, the CEO, Freedom
Communications Holdings estimated assets and liabilities in the
range of $10 million to $50 million.
William N. Lobel, Esq., Alan J. Friedman, Esq., Beth E. Gaschen,
Esq., and Christopher J. Green, Esq., at Lobel Weiland Golden
Friedman LLP, serve as the Debtors' counsel. The Debtors employed
Shulman Hodges & Bastian LLP, as general insolvency counsel;
GlassRatner Advisory & Capital Group LLC as financial advisor and
consultant; and Donlin, Recano & Company, Inc., as the noticing,
claims and balloting/ solicitation agent. FTI Consulting, Inc. was
tapped to review Pension Benefit Guaranty Corporation (PBGC)
Claims.
The Debtors tapped Robert J. Feinstein, Esq. and Jeffrey W.
Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel;
and The Law Offices of A. Lavar Taylor LLP as special tax counsel.
* * *
In April 2016, Freedom Communications completed the sale of its
operating businesses and real estate assets to Digital First Media
Inc., following a bankruptcy auction. Digital First Media's $51.8
million bid was approved by the Bankruptcy Court in Santa Ana,
after the U.S. Department of Justice filed an antitrust lawsuit
against the highest bidder, Tribune Publishing. The final sale to
Digital First Media closed on March 31, 2016 for $49.8 million,
according to FTI Capital Advisors, which was retained to conduct a
formal sale process.
Tribune tendered a $56 million bid but the U.S. government argued a
sale to Tribune would give it a monopoly on major newspapers in
Southern California.
First Media publishes the Los Angeles Daily News, Long Beach
Press-Telegram and other Southern California papers. Digital First
Media, a business name of MediaNews Group, offers news reporting
and third party advertising and directory opportunities through its
more than 800 multi-platform products which include web, mobile,
tablet and print.
GALLOWAY ORTHOPEDICS: Seeks to Hire Latham Luna as Legal Counsel
----------------------------------------------------------------
Galloway Orthopedics, LLC seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Latham, Luna, Eden
& Beaudine, LLP, as its legal counsel.
The firm will provide these services in connection with Debtor's
Chapter 11 case:
a. advise Debtor of its rights and duties in the bankruptcy
case;
b. prepare pleadings related to the bankruptcy case, including
disclosure statement and plan of reorganization;
c. take other necessary actions incident to the proper
preservation and administration of Debtor's bankruptcy estate.
Latham Luna will be paid at hourly rates as follows:
Attorneys $550
Paraprofessionals $160
The firm was paid a fee of $23,763 for post-petition services and
work-related expenses.
Justin Luna, Esq., a partner at Latham Luna, assured the court that
the firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
Latham Luna can be reached at:
Justin M. Luna, Esq.
Latham Luna Eden & Beaudine, LLP
111 N. Magnolia Avenue, Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathlamluna.com
About Galloway Orthopedics
Galloway Orthopedics, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-04443) on June 10,
2020, listing under $1 million in both assets and liabilities.
Debtor has tapped Latham Luna Eden & Beaudine, LLP as its legal
counsel.
GAUCHO GROUP: Incurs $1.3 Million Net Loss in First Quarter
-----------------------------------------------------------
Gaucho Group Holdings, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $1.29 million on $296,986 of sales for the three months ended
March 31, 2020, compared to a net loss of $1.40 million on $440,495
of sales for the three months ended March 31, 2019.
As of March 31, 2020, the Company had $5.98 million in total
liabilities, $7.05 million in total liabilities, $9.02 million in
series B convertible redeemable preferred stock, and a total
stockholders' deficiency of $10.09 million.
The Company has an accumulated deficit of $89,139,154 at March 31,
2020. Cash used in operating activities was $1,059,997 and
$1,582,720 for the three months ended March 31, 2020 and 2019,
respectively. Further, as of March 31, 2020, principal and
interest in the amount of $1,270,354 and $510,157, respectively,
owed in connection with the Company's debt obligations are past due
and are payable on demand, and principal and interest in the amount
of $725,000 and $3,361 owed in connection with the Company's
convertible debt matures on Dec. 31, 2020.
Gaucho Group said, "Based upon projected revenues and expenses, the
Company believes that it may not have sufficient funds to operate
for the next twelve months from the date these financial statements
are made available. Further, while the Company plans to apply to
NASDAQ later this year to uplist its common stock, should that
effort not be successful, the Company would be required, on
December 31, 2020, to redeem all Series B Shares that have not been
previously converted to common stock. The cost to redeem these
shares would likely have a materially adverse effect on the
Company's financial position and would likely require either the
liquidation of certain Company assets or an effort to raise new
equity or debt financing. Whether the Company would be able to
consummate any such transaction, should it need to do so, on
economically beneficial terms or otherwise, cannot be presently
known. The aforementioned factors raise substantial doubt about
the Company's ability to continue as a going concern. During the
three months ended March 31, 2020 the Company funded its operations
with the net proceeds of debt financing of $1,100,299."
The Company said it is continuing to monitor the outbreak of
COVID-19 and the related business and travel restrictions, and
changes to behavior intended to reduce its spread, and the related
impact on the Company's operations, financial position and cash
flows, as well as the impact on its employees. Due to the rapid
development and fluidity of this situation, the magnitude and
duration of the pandemic and its impact on the Company's future
operations and liquidity is uncertain as of the date of this
report. While there could ultimately be a material impact on
operations and liquidity of the Company, at the time of issuance,
the impact could not be determined.
A full-text copy of the Quarterly Report is available for free at:
https://is.gd/EElF5U
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc. --
http://www.algodongroup.com/-- was incorporated on April 5, 1999.
Effective Oct. 1, 2018, the Company changed its name from Algodon
Wines & Luxury Development, Inc. to Algodon Group, Inc., and
effective March 11, 2019, the Company changed its name from Algodon
Group, Inc. to Gaucho Group Holdings, Inc. Through its
wholly-owned subsidiaries, GGH invests in, develops and operates
real estate projects in Argentina. GGH operates a hotel, golf and
tennis resort, vineyard and producing winery in addition to
developing residential lots located near the resort. In 2016, GGH
formed a new subsidiary and in 2018, established an e-commerce
platform for the manufacture and sale of high-end fashion and
accessories. The activities in Argentina are conducted through its
operating entities: InvestProperty Group, LLC, Algodon Global
Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties
II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its
wines in Europe through its United Kingdom entity, Algodon Europe,
LTD.
Gaucho Group reported a net loss attributable to common
stockholders of $7.38 million for the year ended Dec. 31, 2019,
compared to a net loss attributable to common stockholders of $6.40
million for the year ended Dec. 31, 2018.
Marcum LLP, in New York, NY, the Company's auditor since 2013,
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.
GEMSTONE SOLUTIONS: Amended Joint Plan Confirmed by Judge
---------------------------------------------------------
Judge Keith L. Phillips has entered findings of fact, conclusions
of law, and order confirming First Amended Joint Chapter 11 Plan of
Gemstone Solutions Group, Inc. and its Affiliated Debtors.
The Debtors have proposed the Plan in good faith and not by any
means forbidden by law. The Debtors' good faith is evident from
the record of the Chapter 11 cases, the Disclosure Statement, and
the record of the Confirmation Hearing. The Plan was proposed with
the legitimate and honest purpose of maximizing the value of the
Estates and to effectuate a successful reorganization of the
Debtors.
Class 3A (General Unsecured Claims), Class 4 (Intercompany Claims),
and Class 5 (Interests in Gemstone Solutions) are impaired and
deemed to have rejected the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Thus, the Plan does not satisfy Section
1129(a)(8) of the Bankruptcy Code.
A full-text copy of the order dated June 5, 2020, is available at
https://tinyurl.com/yc5veltg from PacerMonitor at no charge.
Co-Counsel for Debtors:
Michael A. Condyles, Esq.
Peter J. Barrett, Esq.
Jeremy S. Williams, Esq.
Brian H. Richardson, Esq.
KUTAK ROCK LLP
901 East Byrd Street, Suite 1000
Richmond, Virginia 23219-4071
Telephone: (804) 644-1700
Facsimile: (804) 783-6192
E-mail: Michael.Condyles@KutakRock.com
Peter.Barrett@KutakRock.com
Jeremy.Williams@KutakRock.com
Brian.Richardson@KutakRock.com
- and -
Dennis F. Dunne, Esq.
Evan R. Fleck, Esq.
Michael W. Price, Esq.
MILBANK LLP
55 Hudson Yards
New York, New York 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
E-mail: ddunne@milbank.com
efleck@milbank.com
mprice@milbank.com
About Gemstone Solutions Group
San Francisco-based Gymboree Group -- https://www.gymboree.com/
--owned a portfolio of three children's clothing and accessories
brands -- Gymboree, Janie and Jack and Crazy 8 -- each offering a
different product line with a distinct brand identity and targeted
product offering Since its start in 1976, Gymboree Group has grown
from offering mom-and-baby classes in the San Francisco Bay Area to
operating over 900 retail stores in the United States and Canada,
along with franchises around the world.
Gymboree Group, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No.
19-30258) on Jan. 17, 2019.
At the time of the filing, Gymboree Group was estimated assets of
$100 million to $500 million and liabilities of $50 million to $100
million. As of the Petition Date, the Debtors had outstanding
funded debt in the aggregate principal amount of $289 million under
two financing arrangements.
The cases are assigned to Judge Keith L Phillips.
The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP as general
bankruptcy counsel; Kutak Rock LLP as local counsel; Stifel,
Nicolaus & Company, Incorporated and Berkeley Research Group, LLC
as financial advisors; Hilco Real Estate, LLC as real estate
Consultant; and Prime Clerk LLC as real estate consultant.
John Fitzgerald, acting U.S trustee for Region 4, appointed an
official committee of unsecured creditors on Jan 23, 2019. The
Committee tapped Hahn & Hessen LLP as lead counsel; Pachulski Stang
Ziehl & Jones LLP, as counsel; Tavenner & Beran, PLC, as local
counsel; Whiteford Taylor & Preston LLP, as Virginia co-counsel.
* * *
After multiple rounds of bidding at the Auction, TCP Brands, LLC
emerged as the successful bidder for the GYM Assets for a cash
purchase price of $76,000,000 and The Gap, Inc., became the
successful bidder for the J&J Assets for a cash purchase price of
$35,000,000.
The Debtors changed their names to Gemstone Solutions Group, Inc.,
et al., following the sale.
GFA WORLD: Gets Court's CCAA Initial Order
------------------------------------------
GFA World applied for and received an order for protection pursuant
to the Companies' Creditors Arrangement Act, as amended from the
Ontario Superior Court of Justice Commercial List.
The Initial Order includes among other things, a stay of
proceedings against GFA Canada, and the appointment of
PricewaterhouseCoopers Inc., LIT as monitor of the Company.
During the CCAA proceedings, GFA World, with the assistance of the
Monitor, expects that it will continue to operate in the normal
course as it determines next steps and contemplates a path forward
to maximize value for GFA World and its stakeholders.
Pursuant to the Initial Order, all proceedings against GFA World,
its directors and officers, and the Monitor are stayed and no such
proceedings may be commenced or continued without leave of the
Court. The Stay of Proceedings prohibits any contractual parties
from ceasing to perform their contracts with GFA World on account
of the CCAA filing or there being any outstanding amounts due as of
the Filing Date.
In addition, except as provided for in the Initial Order, all
amounts owing by GFA World to its creditors for the period prior to
the Filing Date are stayed and cannot be paid at this time.
The Monitor can be reached at:
PricewaterhouseCoopers Inc., LIT
Monitor of GFA World
Attention: Tammy Muradova
18 York Street, Suite 2600
Toronto, ON M5J 0B2
Tel: 1-888-444-2059
Email: ca_gfa@pwc.com
The monitor's website for the proceedings can be accessed at
http://www.ey.com/ca/northernpulp
GFA World is a charitable organization focuses on raising donations
in Canada that can be used to fund charitable works in South Asia
including India, Sri Lanka, Nepal, Myanmar, Bangladesh, Cambodia,
Laos, China and Thailand.
GGI HOLDINGS: $400K Sale of All Gym Equipment to Cornerstone Okayed
-------------------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized GGI Holdings, LLC and Gold's
Texas Holdings Group, Inc. to sell all gym-related equipment held
at 902 W. Central Texas Expressway, Killeen, Texas, and transfer
all member tto Cornerstone Fitness Texas Killeen, LLC, for
$400,000, cash, pursuant to their Membership Draft and Equipment
Purchase Agreement.
The assumption of the Assumed Contracts and sale and transfer of
the Assets to the Purchaser under the Sale Transaction as
contemplated thereby are granted and approved. The Leases are
rejected effective as of the consummation of the Sale Transaction.
The assumption of the Assumed Contracts will be deemed valid and
binding and in full force and effect and assumed by the Debtors
with the Purchaser at the Closing.
Except as provided herein, the objections raised at or prior to the
hearing, including the objection filed by Bell County Tax Appraisal
District, Texas, have been withdrawn, waived, settled, rendered
moot or otherwise resolved as set forth in the Sale Order and all
reservations of rights included in such objections are overruled on
the merits.
The sale is free and clear of any and all Claims (other than as
expressly provided in the Sale Order or the Sale Documents), with
such Claims to attach solely to the consideration to be received by
the Debtors.
The Notice Letter to Gold’'s Members is approved in the form
attached as an exhibit to the Motion, with the following required
language to be included in any hard copy or electronic transmission
of the Notice Letter: "Please be advised that you have the option
to cancel your membership rather than have it transferred. Upon
termination, you will receive a prorated refund of membership dues
for any remaining term of your membership. Please contact [insert
contact information] no later than [deadline] if you wish to
opt-out of the transfer by terminating your membership."
In the event that any of the Debtors' members choose to opt-out of
a transfer by terminating his or her membership, the Debtors will
not transfer such member's Personally Identifiable Information
("PII") as defined in Bankruptcy Code section 101(41A), and the
Debtors will comply with applicable state and federal law in
relation to any disposition or destruction of such PII by modifying
the PII so that it is unreadable or undecipherable.
Further, except for the PII of consumers whose memberships are
transferred to the Buyer, the Debtor will remove or cause to be
removed from the Killeen premises all documents which may contain
PII and will implement reasonable measures to safeguard those
documents or will dispose of them by a method which renders the PII
unreadable or undecipherable in compliance with applicable state
and federal law.
Prior to selling, leasing, donating, transferring, abandoning or
otherwise disposing of any hardware, software, computers or similar
equipment which contains PII of consumers whose memberships are nit
being transferred to the Buyer, the Debtor must modify the PII so
that it is unreadable or undecipherable in compliance with
applicable state or federal law.
Pursuant to section 503(b) of the Bankruptcy Code, the Primary
Landlord is hereby allowed an administrative expense for unpaid
rent due under the Primary Lease from the Petition Date through the
end of May in the amount of $43,079. The Stub Rent Claim will be
paid on the Closing Date as a closing statement reduction to the
Cash Closing Payment.
The Debtors are further authorized to pay the invoices and related
costs asserted by United Lynn-Con Corporation, in the aggregate
amount of approximately $4,072, plus any additional reasonable and
necessary amounts necessary to obtain releases of any such liens
asserted by United Lynn-Con Corporation against the Debtors, the
Primary Landlord or the Leased Premises. Such payment may be made
directly by the Primary Landlord as a further closing statement
reduction to the Cash Closing Payment, or by the Debtors using the
proceeds of the Cash Closing Payment, as soon as practicable
following the Closing Date and receipt of such Cash Closing
Payment.
Absent consent by the Bell TAD, the Debtors will segregate an
amount sufficient to pay Bell TAD's secured tax claim in the amount
of $5,519, including any interest thereon as allowed under 11
U.S.C. Sections 506(b), 511, and 1129, and will not distribute any
sale proceeds unless and until the Bell TAD's claim is paid in full
or otherwise segregated and accounted for as set forth in the
Order.
The Sale Order constitutes a final order within the meaning of 28
U.S.C. Section 158(a).
Pursuant to Bankruptcy Rules 6004(g) and 6004(h), 6006(d), any stay
of the Sale Order during the 14-day period following its entry is
waived, the Court finding that such waiver is appropriate under the
circumstances and is in the best interests of the Debtors, their
estate, and all creditors and parties in interest, as necessary to
avoid irreparable harm from the loss of any value of the Assets,
and the Sale Order is immediately effective and enforceable upon
entry.
About GGI Holdings
Founded in 1965, Gold's Gym operates a network of company-owned
and
franchised fitness centers. It owns and operates approximately 95
gyms domestically, and holds franchise agreements for more than
600
gyms domestically and internationally. Its majority owner is TRT
Holdings, Inc. -- acquired the business in 2004.
GGI Holdings, LLC, Gold's Gym International, Inc. and other
related
entities sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case
No. 20-31318) on May 4, 2020.
GGI Holdings was estimated to have assets and debt of $50 million
to $100 million.
The Hon. Harlin Dewayne Hale is the case judge.
The Debtors tapped Dykema Gossett PLLC as bankruptcy counsel. BMC
Group Inc. is the claims agent.
GLOBAL EAGLE: Incurs $80.9 Million Net Loss in First Quarter
------------------------------------------------------------
Global Eagle Entertainment Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $80.92 million on $144.16 million of total revenue for
the three months ended March 31, 2020, compared to a net loss of
$37.61 million on $166.62 million of total revenue for the three
months ended March 31, 2019.
As of March 31, 2020, the Company had $630.48 million in total
assets, $1.08 billion in total liabilities, and a total
stockholders' deficit of $455.85 million.
Global Eagle stated, "The impact of the COVID-19 pandemic on the
global travel industry created an urgent liquidity crisis for the
airline, cruise ship and other maritime industries, which created
follow-on impact for the Company. As of March 31, 2020, our
principal source of liquidity was our cash and cash equivalents of
approximately $54.2 million. In addition, we had approximately
$0.7 million of restricted cash, which amount is excluded from the
$54.2 million of cash and cash equivalents, and was attached to
letters of credit between our subsidiaries and certain customers.
Our cash is invested primarily in cash and money market funds in
banking institutions in the U.S., Canada and Europe and to a lesser
extent in Asia Pacific. Our total debt balance increased from
$773.1 million at December 31, 2019 to $821.4 million at March 31,
2020. This was primarily driven by the February 2020 draw down of
the remaining $41.8 million under our Senior Secured Revolving
Credit Facility ("Revolving Credit Facility") with a corresponding
increase in our cash on hand. As of June 30, 2020, we had
approximately $30.7 million of cash and cash equivalents."
Bankruptcy Warning
The Company has incurred net losses and had negative cash flows
from operations for the first quarter ended March 31, 2020
primarily as a result of the negative operating impact of COVID-19.
Net cash used in operations was $3.7 million for the three months
ended March 31, 2020 which included cash paid for interest of $14.6
million. Working capital deficiency increased by $776.7 million,
to $840.0 million as of March 31, 2020, compared to $63.4 million
as of Dec. 31, 2019, primarily due to the classification of all
applicable long term debt as current liabilities at March 31,
2020.
The Company's current forecast indicates it will continue to incur
net losses and generate negative cash flows from operating
activities as a result of the Company's indebtedness, significant
related interest expense and significant decline in customer demand
due to COVID-19, which negatively impacts the Company's business
and results of operations. The Company was in compliance with all
lender covenants for the period ended
March 31, 2020. However, in anticipation of failing the Maximum
First Lien Leverage covenant, the Company sought and was granted a
waiver over such covenant on April 15, 2020 in connection with the
Tenth Amendment to the 2017 Credit Agreement, while the lenders
added an additional covenant at that time, namely the Minimum
Liquidity covenant. Moreover, based on current projections,
management believes it is probable that the Company will not comply
with the Minimum Liquidity covenant and the Maximum First Lien
Leverage covenant in the 2017 Credit Agreement during the remainder
of the fiscal year. Due to these factors and the cross-default
provisions contained in our other debt, which would be triggered
upon acceleration of debt under the 2017 Credit Agreement,
effective as of the March 31, 2020 balance sheet, the Company
classified all applicable long-term debt as current. This
treatment follows the guidance of ASC 470-10-45 applicable to the
classification of second lien debt and convertible notes when the
obligation includes a subjective acceleration clause. The
Company's management determined that the likelihood of subjective
acceleration is probable in the Company's Securities Purchase
Agreement governing the Second Lien Notes and Convertible Notes
which allows the creditors to accelerate the scheduled maturities
of the obligations under conditions that are not objectively
determinable.
The Company said, "We have engaged financial and legal advisors to
assist us in, among other things, analyzing various strategic
alternatives to address our liquidity and capital structure,
including strategic and refinancing alternatives to restructure our
indebtedness in private transactions. If the negative impact from
COVID-19 continues, if the Company is unable to successfully
complete the actions described in the paragraph above or otherwise
generate incremental liquidity, or if there is not otherwise a
material improvement in our business, results of operations and
liquidity, we may be forced to further reduce or delay our business
activities and capital expenditures, sell material assets, seek
additional capital or be required to file for bankruptcy court
protection. Due to our current financial constraints, there is a
substantial risk that it may be necessary for us to seek protection
under Chapter 11 of the United States Bankruptcy Code."
A full-text copy of the Quarterly Report is available for free at:
https://is.gd/XXtB0z
About Global Eagle
Headquartered in Los Angeles, California, Global Eagle --
http://www.GlobalEagle.com/-- is a provider of media, content,
connectivity and data analytics to markets across air, sea and
land. Global Eagle offers a fully integrated suite of media content
and connectivity solutions to airlines, cruise lines, commercial
ships, high-end yachts, ferries and land locations worldwide.
Global Eagle incurred a net loss of $153.44 million for the year
ended Dec. 31, 2019, compared to a net loss of $236.60 million for
the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$668.58 million in total assets, $1.04 billion in total
liabilities, and a total stockholders' deficit of $375.15 million.
KPMG LLP, in Los Angeles, California, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
May 14, 2020, citing that the Company's recurring losses from
operations, insufficient cash flows generated from operations,
potential violations of financial covenants and ability to timely
service debt, and uncertainty arising from the COVID-19 outbreak
raise substantial doubt about its ability to continue as a going
concern.
GRANITE CITY: Sale of Indianapolis & Mishawaka Liquor Licenses OK'd
-------------------------------------------------------------------
Judge William J. Fisher of the U.S. Bankruptcy Court for the
District of Minnesota authorized Granite City Food & Brewery and
its affiliates to sell (i) their Type 210, City of Indianapolis,
Marion County alcoholic beverage permit, Permit No. RR49-28602, to
Robert H. Stark for $15,000, pursuant to the terms of the Purchase
Agreement; and (ii) their Type 210, City of Mishawaka, St. Joseph
County alcoholic beverage permit, Permit No. RR7135474, to R&P
Resources, Inc. for $15,000, pursuant to the terms of the Purchase
Agreement.
All terms of the asset purchase agreements are approved including
the commissions to be paid to the broker.
The Debtors are authorized to take all steps necessary to seek
authorization from the Indiana Alcohol and Beverage Commission to
transfer the liquor licenses from the Debtors to the Purchasers
consistent with the requirements of the Indiana Code.
The Purchasers are authorized to take all steps necessary to comply
with Indiana Code and obtain approval from the Indiana Alcohol and
Beverage Commission to operate under the liquor license.
To the extent permitted by law, the Court directs the Indiana
Alcohol and Tobacco Commission to allow the transfer of the liquor
licenses from the Debtors to the Purchasers consistent with Indiana
Code and subject to any further requirements of the Indiana Code.
The Debtors are authorized to pay the commissions to the broker out
of sale proceeds pursuant to the terms of the purchase agreements.
The sale proceeds will be subject to the liens, claims, interests,
and encumbrances of Citizens Bank in the same manner, priority, and
dignity as they exist on the date of the Order. The Debtors and
any other person or entity claiming or asserting a lien, claim,
interest, and/or encumbrance in the liquor licenses or the sale
proceeds will have their rights reserved to assert such interest in
the sale proceeds at a later time.
Notwithstanding Rule 6004(h), the terms and conditions of the Order
will be immediately effective and enforceable upon its entry.
About Granite City Food
Granite City Food & Brewery Ltd. (OTCPink: GCFB) --
http://www.gcfb.com/-- operates two casual dining concepts:
Granite City Food & Brewery and Cadillac Ranch All American Bar &
Grill.
The Granite City concept features its award-winning signature line
of hand-crafted beers finished on-site as well as local and
regional craft beers from brewers in various markets. In addition,
these casual dining restaurants offer a wide variety of menu items
that are prepared fresh daily. The extensive menu features
contemporary American fare made in its scratch kitchens. Granite
City opened its first restaurant in 1999; there are currently 25
Granite City restaurants in 13 states.
Cadillac Ranch restaurants feature freshly prepared, authentic,
All-American cuisine in a fun, dynamic environment. Its patrons
enjoy a warm, Rock N' Roll inspired atmosphere. The Cadillac Ranch
menu is diverse with offerings ranging from homemade meatloaf to
pasta dishes, all freshly prepared using quality ingredients. The
company currently operates 4 Cadillac Ranch restaurants in four
states.
Granite City Food & Brewery and four affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Lead Case
No. 19-43756) on Dec. 16, 2019. At the time of the filing, Granite
City Food & Brewery disclosed assets of between $10 million and $50
million and liabilities of the same range. Judge William J. Fisher
oversees the cases. James M. Jorissen, Esq., at Briggs & Morgan,
PA, is the Debtors' legal counsel.
HERTZ CORP: Watchtell, Faegre Represent MTN Steering Committee
--------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firms of Wachtell, Lipton, Rosen & Katz and Faegre Drinker
Biddle & Reath LLP submitted a verified statement that it is
representing the MTN Steering Committee in the Chapter 11 cases of
The Hertz Corporation, et al.
The MTN Steering Committee of asset-backed securities in the form
of medium-term notes issued pursuant to series supplements to that
certain Amended and Restated Group I Supplement, dated as of
October 31, 2014, by and among Hertz Vehicle Financing II LP and
The Bank of New York Mellon Trust Company, N.A., as trustee, which
supplements that certain Amended and Restated Base Indenture, dated
as of October 31, 2014, by and among HVF II and BNYM, as trustee.
Wachtell, Lipton, Rosen & Katz and Faegre Drinker Biddle & Reath
LLP represent the members of the MTN Steering Committee.
As of June 29, 2020, members of the MTN Steering Committee and
their disclosable economic interests are:
Fort Washington Investment Advisors, Inc.
303 Broadway
Suite 1200
Cincinnati, OH 45202
* MTN Notes Class A: $89,855,403
* MTN Notes Class B: $49,497,000
* MTN Notes Class C: $17,900,000
Aegon USA Investment Management, LLC,
6300 C Street SW
Cedar Rapids, IA 52404
* MTN Notes Class A: $57,558,140
* MTN Notes Class B: $102,106,000
* Senior Notes: $93,776,000
Capital Research and Management Company
11100 Santa Monica Blvd
Los Angeles, CA 90025
* MTN Notes Class A: $333,233,985
AIG Asset Management (U.S.), LLC
80 Pine St.
3d Floor
New York, NY 10005
* MTN Notes Class A: $10,669,519
* MTN Notes Class B: $71,734,000
Barings LLC
300 South Tryon Street Suite 2500
Charlotte, NC 28277
* MTN Notes Class A: $16,568,208
* MTN Notes Class B: $154,902,000
* MTN Notes Class C: $36,003,400
* MTN Notes Class D: $5,532,000
* VFN Notes: $52,500,000
One William Street Capital Management, L.P.
299 Park Avenue 25th Floor
New York, NY 10171
* MTN Notes Class A: $111,442,958
* MTN Notes Class B: $19,431,000
* MTN Notes Class C: $7,000,000
* MTN Notes Class D: $53,948,000
* Credit Default Swaps: $8,000,000
No member of the MTN Steering Committee represents or purports to
represent any other member in connection with the Debtors' Chapter
11 Cases. In addition, each member of the MTN Steering Committee
(a) does not assume any fiduciary or other duties to any other
member of the MTN Steering Committee and (b) does not purport to
act or speak on behalf of any other member of the MTN Steering
Committee in connection with these Chapter 11 Cases.
Nothing contained in this Statement is intended to or should be
construed to affect or impair any claims against the Debtors held
by any member of the MTN Steering Committee. Nothing herein should
be construed as a limitation upon, or waiver of, any rights of any
member of the MTN Steering Committee to assert, file, and/or amend
any proof of claim in accordance with applicable law. This
Statement may be amended or supplemented as necessary in accordance
with Bankruptcy Rule 2019.
Counsel for the MTN Steering Committee can be reached at:
WACHTELL, LIPTON, ROSEN & KATZ
Richard G. Mason, Esq.
Amy R. Wolf, Esq.
Michael S. Benn, Esq.
Angela K. Herring, Esq.
Michael H. Cassel, Esq.
51 West 52nd Street
New York, NY 10019
Telephone: (212) 403-1000
Facsimile: (212) 403-2000
Email: rgmason@wlrk.com
arwolf@wlrk.com
msbenn@wlrk.com
akherring@wlrk.com
mhcassel@wlrk.com
FAEGRE DRINKER BIDDLE & REATH LLP
Patrick A. Jackson, Esq.
222 Delaware Ave., Suite 1410
Wilmington, DE 19801-1621
Telephone: (302) 467-4200
Facsimile: (302) 467-4201
Email: patrick.jackson@faegredrinker.com
- and -
James H. Millar, Esq.
1177 Avenue of the Americas, 41st Floor
New York, NY 10036
Telephone: (212) 248-3140
Facsimile: (212) 248-3141
Email: james.millar@faegredrinker.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/on1Btw
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
HIGH GROUND: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: High Ground Commercial Group, LLC
3455 Peachtree Road, Suite 500
Atlanta, GA 30326
Business Description: High Ground Commercial Group, LLC is a
Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)).
Chapter 11 Petition Date: July 7, 2020
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 20-67883
Debtor's Counsel: Paul Reece Marr, Esq.
PAUL REECE MARR, P.C.
Suite 960
300 Galleria Parkway, N.W.
Atlanta, GA 30339
Tel: (770) 984-2255
Email: paul.marr@marrlegal.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by LaShahn Taylor, manager.
The Debtor listed Investa Services LLC as its sole unsecured
creditor holding a claim of $114,623.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/Zvtk7t
IMERYS TALC: Sept. 29 Auction of Substantially All Assets Set
-------------------------------------------------------------
Judge Laurie Selber Silverstein of U.S. Bankruptcy Court for the
District of Delaware authorized the bidding procedures of Imerys
Talc America, Inc. and affiliates in connection with the auction
sale of substantially all assets.
Subject to the recognition of the Bidding Procedures Order by the
Canadian Court in the Canadian Proceeding, the Debtors, the TCC and
FCR are authorized to take any and all actions reasonably necessary
or appropriate to implement the Bidding Procedures pursuant to
their terms.
The Debtors, after consultation with the Consultation Parties and
in accordance with the Bidding Procedures, may (but are not
required to): (a) select and designate one or more Potential
Bidders to act as a Stalking Horse Bidder for up to substantially
all of the Assets with the consent of the TCC and the FCR, (b) with
the TCC and FCR, negotiate the terms of, and enter into one or more
purchase agreements with any Stalking Horse Bidder with the consent
of the TCC and FCR, subject to higher or better bids as
contemplated herein, and (c) agree to provide some or all of the
Bid Protections to such Stalking Horse Bidder(s) with the consent
of the TCC and the FCR and subject to approval of the Court after
notice and an opportunity to object as set forth in the Order.
Upon entry of a Stalking Horse Approval Order, the proposed Bid
Protections will be approved by the Court and shall, upon the
Debtors' entry into the respective Stalking Horse Agreement, be
granted administrative expense priority under sections 503(b) and
507(a)(2) of the Bankruptcy Code. Any such Stalking Horse Bidder
will be designated by the Debtors, with the consent of the TCC and
FCR, on Aug. 28, 2020, and, if any such Stalking Horse Bidder is
designated, the Debtors will file a notice of entry into any
Stalking Horse Agreement.
The Stalking Horse Bidder will be a Qualified Bidder and the
Stalking Horse Bid will be a Qualified Bid. The Stalking Horse
Objection Deadline is 4:00 p.m. (ET) 14 calendar days after the
filing of a Stalking Horse Notice. Once the Stalking Horse
Objection Deadline has passed, the Court may enter an order
approving the selection of a Stalking Horse Bid for the purposes of
conducting the Auction and the Bid Protections related thereto.
Copies of the Bidding Procedures Order and the attached Bidding
Procedures will be served upon the Transaction Notice Parties no
later than three calendar days after entry of the Bidding
Procedures Order entered by the Court.
On the date that is 21 calendar days before the Auction, or if
there is no Auction, the date that is 21 calendar days before the
Sale Hearing, the Debtors or their agents will serve the Auction
and Sale Notice upon the Transaction Notice Parties. The Debtors
will also publish a notice of a proposed Sale in The Wall Street
Journal and The Globe & Mail National Edition on the Mailing Date
or as soon as practicable thereafter.
To participate in the Bidding Process, Interested Parties must
submit an Indication of Interest on July 17, 2020 to PJT.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Sept. 24, 2020 at 4:00 p.m. (ET)
b. Initial Bid: To the extent such Bid is for Assets that are
subject to a Stalking Horse Bid, the value of the purchase price
included in such Bid must equal at least the value of the purchase
price set forth in such Stalking Horse Bid plus the amount of the
Bid Protections provided to such Stalking Horse Bidder, as set
forth in the Stalking Horse Notice describing such Stalking Horse
Bid. To the extent such Bid is for Assets that are not subject to
a Stalking Horse Bid, such Bid will state the purchase price for
such Assets, which will be payable in cash.
c. Deposit: 10% of the proposed purchase price
d. Auction: The Debtors will hold the Auction if there is more
than one Qualified Bidder, as determined by the Debtors in
consultation with the Consultation Parties. The Debtors are
authorized to commence the Auction on Sept. 29, 2020 at 10:00 a.m.
(ET) at the offices of Latham & Watkins LLP, 885 Third Avenue, New
York, New York 10022, or such other place and time acceptable to
the TCC and FCR as the Debtors will notify all Qualified Bidders
that have submitted Qualified Bids and the Consultation Parties.
e. Bid Increments: Any Overbid after and above the Baseline
Bid will be made in increments in an amount to be announced at the
Auction.
f. Sale Hearing: Oct. 14, 2020 at 10:00 a.m. (ET)
g. Sale Objection Deadline: Oct. 7, 2020 at 4:00 p.m. (ET)
h. Closing:
The Assumption and Assignment Procedures are approved. In
accordance with the Assumption and Assignment Procedures, on July
28, 2020, the Debtors will file the Contracts Schedule, which
includes the Cure Amounts. The Contracts Schedule and Cure Amounts
will be posted on the Debtors' website maintained by Prime Clerk.
In accordance with the Assumption and Assignment Procedures, on
July 28, 2020, the Debtors will the Cure Notice on each Contract
Party to each Contract set forth on the Contracts. The Cure
Objection Deadline is 14 calendar days after service of the Cure
Notice.
As soon as possible after the conclusion of the Auction, the
Debtors will file a notice that identifies any Successful Bidder.
Notwithstanding anything to the contrary contained in the Order,
any of the deadlines contained in the Bidding Procedures and the
Bidding Procedures Order may be extended or modified by the Debtors
with the reasonable consent of the TCC and the FCR.
Notwithstanding the possible applicability of Bankruptcy Rules
6004(h), 6006(d), 7052, 9014 or otherwise, the terms and conditions
of the Bidding Procedures Order will be immediately effective and
enforceable upon its entry.
A copy of the Bidding Procedures is available at
https://tinyurl.com/yb2fszd9 from PacerMonitor.com free of charge.
About Imerys Talc America
Imerys Talc and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling, and distributing talc.
Talc is a hydrated magnesium silicate that is used in the
manufacturing of dozens of products in a variety of sectors,
including coatings, rubber, paper, polymers, cosmetics, food, and
pharmaceuticals. Its talc operations include talc mines, plants,
and distribution facilities located in: Montana (Yellowstone,
Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas
(Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet).
It also utilizes offices located in San Jose, California and
Roswell, Georgia.
Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc
Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13,
2019.
The Debtors were estimated to have $100 million to $500 million in
assets and $50 million to $100 million in liabilities as of the
bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Prime Clerk LLC as claims agent.
INTELGENX TECHNOLOGIES: Posts $2.5M Net Loss for March 31 Quarter
-----------------------------------------------------------------
IntelGenx Technologies Corp. filed its quarterly report on Form
10-Q, disclosing a net loss of $2,457,000 on $202,000 of total
revenues for the three months ended March 31, 2020, compared to a
net loss of $2,588,000 on $416,000 of total revenues for the same
period in 2019.
At March 31, 2020, the Company had total assets of $12,707,000,
total liabilities of $9,993,000, and $2,714,000 in total
shareholders' equity.
The Company said that there are conditions that raise substantial
doubt about its ability to continue as a going concern.
Management's plans to alleviate these conditions include pursuing
one or more of the following steps to raise additional funding,
none of which can be guaranteed or are entirely within the
Company's control:
* Raise funding through the possible sale of the Company's
common stock, including public or private equity financings.
* Raise funding through debt financing.
* Continue to seek partners to advance product pipeline.
* Initiate oral film manufacturing activities.
* Initiate contract oral film manufacturing activities.
If the Company is unable to raise capital when needed or on
attractive terms, or if it is unable to procure partnership
arrangements to advance its programs, the Company would be forced
to delay, reduce or eliminate its research and development
programs. The current COVID-19 pandemic could continue to have a
negative impact on the stock market, including trading prices of
the Company's shares and its ability to raise new capital.
A copy of the Form 10-Q is available at:
https://is.gd/yGb4TN
IntelGenx Technologies Corp., a drug delivery company, focuses on
the development of novel oral immediate-release and
controlled-release products for the pharmaceutical market.
IntelGenx was founded in 2003 and is headquartered in Montreal,
Canada.
INTELSAT S.A.: Jones Day Represents Jackson Crossover Group
-----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Jones Day submitted a verified statement to
disclose that it is representing the Intelsat Jackson Crossover Ad
Hoc Group in the Chapter 11 cases of Intelsat S.A., et al.
The certain beneficial holders and/or investment advisers or
managers for certain beneficial holders of:
(a) the 5.5% Senior Notes due 2023 issued under that certain
Indenture, dated as of June 5, 2013, by and among Intelsat
Jackson Holdings S.A., as issuer, U.S. Bank, National
Association, as trustee, and certain guarantors party
thereto,
(b) the 8.5% Senior Notes due 2024 issued under that certain
Indenture, dated as of September 19, 2018, by and among
Intelsat Jackson Holdings S.A., as issuer, U.S. Bank,
National Association, as trustee, and certain guarantors
party thereto,
(c) the 9.75% Senior Notes due 2025 issued under that certain
Indenture, dated as of July 5, 2017, by and among Intelsat
Jackson Holdings S.A., as issuer, U.S. Bank, National
Association, as trustee, and certain guarantors party
thereto,
(d) the term loans under that certain Credit Agreement, dated
as of January 12, 2011 among Intelsat Jackson Holdings
S.A., as borrower, Intelsat Connect Finance S.A., as
Parent guarantor, the other guarantors from time to time
party thereto, Bank of America, N.A., as administrative
agent, and the lenders from time to time party thereto,
(e) the 9.5% Senior Secured Notes due 2022 issued under that
certain Indenture, dated as of June 30, 2016 by and among
Intelsat Jackson Holdings S.A., as issuer, Wilmington
Trust, National Association, as trustee, and certain
guarantors party thereto, and
(f) the 8.0% Senior Secured Notes due 2024 issued under that
certain Indenture, dated as of March 29, 2016 by and among
Intelsat Jackson Holdings S.A., as issuer, Wilmington
Trust, National Association, as trustee, and certain
guarantors party thereto.
As of June 30, 2020, members of the Intelsat Jackson Crossover Ad
Hoc Group and their disclosable economic interests are:
CVI CVF III Cayman Securities Ltd
c/o CarVal Investors, LP
9320 Excelsior Boulevard, 7th Floor
Hopkins, MN 55343
* Jackson Unsecured Notes: $171,235,000
* Jackson Term Loans: $83,140,000
* Jackson Secured Notes: $104,145,000
Capital Ventures International
c/o Susquehanna Advisors Group, Inc.
401 City Avenue
Suite 220
Bala Cynwyd, PA 19004
* Jackson Unsecured Notes: $26,726,000
* 2023 ICF Notes: $4,000,000
CVI AA Cayman Securities LP
c/o CarVal Investors, LP
9320 Excelsior Boulevard, 7th Floor
Hopkins, MN 55343
* Jackson Unsecured Notes: $33,490,000
CVI AV Cayman Securities LP
c/o CarVal Investors, LP
9320 Excelsior Boulevard, 7th Floor
Hopkins, MN 55343
* Jackson Unsecured Notes: $9,814,000
CarVal CCF Cayman Securities Ltd
c/o CarVal Investors, LP
9320 Excelsior Boulevard, 7th Floor
Hopkins, MN 55343
* Jackson Unsecured Notes: $11,530,000
CVI CVF III Cayman Securities Ltd
c/o CarVal Investors, LP
9320 Excelsior Boulevard, 7th Floor
Hopkins, MN 55343
* Jackson Unsecured Notes: $59,363,000
CVI CVF IV Cayman Securities Ltd
c/o CarVal Investors, LP
9320 Excelsior Boulevard, 7th Floor
Hopkins, MN 55343
* Jackson Unsecured Notes: $141,891,000
CVI CVF V Cayman Securities Ltd
c/o CarVal Investors, LP
9320 Excelsior Boulevard, 7th Floor
Hopkins, MN 55343
* Jackson Unsecured Notes: $20,477,000
CVIC Cayman Securities Ltd
c/o CarVal Investors, LP
9320 Excelsior Boulevard, 7th Floor
Hopkins, MN 55343
* Jackson Unsecured Notes: $27,070,000
CarV al GCF Cayman Securities Ltd
c/o CarVal Investors, LP
9320 Excelsior Boulevard, 7th Floor
Hopkins, MN 55343
* Jackson Unsecured Notes: $9,095,000
Contrarian Capital Management, L.L.C.
411 West Putnam Avenue, Suite 425
Greenwich, CT 06830
* Jackson Unsecured Notes: $34,000,000
Davidson Kempner Capital Management LP
520 Madison Avenue
30th Floor
New York, NY 10022
* Jackson Unsecured Notes: $409,078,000
* Lux Notes: $142,849,000
* 2025 Convertible Notes: $5,000,000
* Intelsat S.A. Common Shares: 1,508,803 shares
Deutsche Bank Securities Inc. and
Deutsche Bank AG Cayman Islands Branch
60 Wall Street, 3rd Floor
New York, NY 10005
* Jackson Unsecured Notes: $49,857,890
* Jackson Term Loans: $5,000,000
* Jackson Secured Notes: $5,511,000
* 2023 ICF Notes: $1,018,000
* Lux Notes: $731,000
Fidelity Management & Research Co.
245 Summer Street
Boston, MA 02110
* Jackson Unsecured Notes: $303,652,000
* 2023 ICF Notes: $1,040,000
* Lux Notes: $465,000
Goldman Sachs Asset Management, L.P.
200 West Street
35th Floor
New York, NY 10282
* Jackson Unsecured Notes: $87,322,000
* Jackson Term Loans: $14,546,566
* Jackson Secured Notes: $18,447,000
* 2023 ICF Notes: $17,450,000
* Lux Notes: $44,050,000
* 2025 Convertible Notes: $14,825,000
J.P. Morgan Investment Management Inc. and
J.P. Morgan Chase Bank, N.A.
1 E Ohio St.
Floor 6
Indianapolis, IN 46204
* Jackson Unsecured Notes: $448,194,000
* Jackson Term Loans: $45,128,000
* Jackson Secured Notes: $102,177,000
Pacific Investment Management Company LLC
650 Newport Center Drive
Newport Beach, CA 92660
* Jackson Unsecured Notes: $2,033,712,000
* Jackson Secured Notes: $263,843,000
* Jackson Term Loans: $412,358,315
* 2023 ICF Notes: $78,048,000
* Lux Notes: $291,622,000
PGIM Inc.
655 Broad St.
Newark, NJ 07102
* Jackson Unsecured Notes: $289,800,000
* Jackson Term Loans: $53,348,900
* Jackson Secured Notes: $96,155,000
* Lux Notes: $61,675,000
Signature Global Asset Management
c/o CI Signature Global Asset Management
2 Queen Street East
Toronto, Ontario
M5C 3G7
* Jackson Unsecured Notes: $30,535,000
* Jackson Term Loans: $920,000
Silver Point Capital, L.P.
Two Greenwich Plz.
Greenwich, CT 06830
* Jackson Unsecured Notes: $17,000,000
* 2023 ICF Notes: $-13,970,000 (Short Position)
* Intelsat S.A. Common Shares: -500,000 shares (Short Position)
Solus Alternative Asset Management
410 Park Avenue
New York, NY 10022
* Jackson Unsecured Notes: $52,538,000
* Jackson Term Loans: $10,771,875
* 2023 ICF Notes: $39,329,000
The TCW Group, Inc.
865 S. Figueroa St.
Los Angeles, CA 90017
* Jackson Unsecured Notes: $258,907,000
* Jackson Term Loans: $34,188,924
* Lux Notes: $2,805,000
Counsel to the Intelsat Jackson Crossover Ad Hoc Group can be
reached at:
J. Ryan Sims, Esq.
JONES DAY
51 Louisiana Avenue, N.W.
Washington, D.C. 20001
Tel: (202) 879-3939
Fax: (202) 626-1700
Email: rsims@jonesday.com
Bruce Bennett, Esq.
JONES DAY
555 South Flower Street
Fiftieth Floor
Los Angeles, CA 90071
Tel: (213) 489-3939
Fax: (213) 243-2539
Email: bbennett@jonesday.com
- and -
Joshua K. Brody, Esq.
Nicholas J. Morin, Esq.
Peter S. Saba, Esq.
JONES DAY
250 Vesey Street
New York, NY 10281
Tel: (212) 326-3939
Fax: (212) 755-7306
Email: jbrody@jonesday.com
nmorin@jonesday.com
psaba@jonesday.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/fEDvrD
About Intelsat S.A.
Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held
operator of satellite services businesses, which provides a
diverse
array of communications services to a wide variety of clients,
including media companies, telecommunication operators, internet
service providers, and data networking service providers. The
Company is also a provider of commercial satellite communication
services to the U.S. government and other select military
organizations and their contractors. The Company's administrative
headquarters are in McLean, Virginia, and the Company has
extensive
operations spanning across the United States, Europe, South
America, Africa, the Middle East, and Asia.
Intelsat S.A., based in L-1246 Luxembourg, and its
debtor-affiliates, sought Chapter 11 protection (Bankr. E.D. Va.
Lead Case No. 20-32299) on May 14, 2020. The petition was signed
by David Tolley, executive vice president, chief financial officer,
and co-chief restructuring officer. In its petition, Intelsat
disclosed $11,651,558,000 in assets and $16,805,844,000 in
liabilities.
KIRKLAND & ELLIS LLP, and KUTAK ROCK LLP, as counsels; ALVAREZ &
MARSAL NORTH AMERICA, LLC as restructuring advisor; PJT PARTNERS
LP
as investment banker; STRETTO as claims and noticing agent.
JAMES M THOMPSON: Has Until July 9 to File Plan & Disclosure
------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida, Ft. Myers Division, has entered an order
within which Debtor James M. Thompson Enterprises, Inc. shall file
a Plan and Disclosure Statement on or before July 9, 2020.
A copy of the order dated June 9, 2020, is available at
https://tinyurl.com/y96qcgrx from PacerMonitor at no charge.
About James M. Thompson
James M. Thompson Enterprises, Inc., is the parent company of the
other remaining Debtors and James M. Thompson, Jr. controls the
majority ownership in all of the Debtors by way of his ownership of
JMTE.
On Oct. 1, 2019, JMTE and five affiliates filed Chapter 11
bankruptcy petitions (Bankr. M.D. Fla. Lead Case No. 19-09351) in
Fort Myers, Florida, with JMTE's case as the lead case. At the
time of the filing, JMTE was estimated to have assets of not more
than $50,000 and liabilities of between $500,000 and $1 million.
The affiliates are James M. Thompson One, LLC (Case No. 19-09353);
James M. Thompson Two, LLC (Case No. 19-09354); James M. Thompson
Three, LLC (Case No. 19-09355); James M. Thompson Four, LLC (Case
No. 19-09357); and James M. Thompson Cape Coral, LLC (Case No.
19-09358).
Dal Lago Law is the Debtors' legal counsel.
JIM'S DISPOSAL: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee on July 6 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Jims Disposal Service, LLC.
About Jim's Disposal Service
Jim's Disposal Service, LLC, a company that specializes in
residential waste solutions, filed a Chapter 11 petition (Bankr.
W.D. Mo. Case No. 20-40050) on Jan. 6, 2020. At the time of the
filing, Debtor estimated $50,000 in assets and $1 million to $10
million in liabilities. Judge Brian T. Fenimore oversees the case.
Larry A. Pittman, II, Esq., and Robert Baran, Esq., at Mann
Conroy, LLC, are Debtors' bankruptcy attorneys.
KLJ ORCHARD: Taps Cross Law Firm as Legal Counsel
-------------------------------------------------
KLJ Orchard Venues, LLC received approval from the U.S. Bankruptcy
Court for the District of Arizona to hire Cross Law Firm, P.L.C. as
its legal counsel.
The firm's services will include:
a. advising Debtor of its obligations and limitations under
the Bankruptcy Coe;
b. advising Debtor with respect to the continued operation of
its business while in bankruptcy;
c. advising Debtor with respect to the treatment of claims
against its bankruptcy estate and the assumption or rejection of
executory contracts;
d. preparing legal papers and attending hearings and
examinations; and
e. assisting Debtor in the formulation and presentation of a
plan of reorganization.
Cross Law's customary rates range from $350 to $550 per hour.
James Cross, Esq., a partner at Cross Law, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
Cross Law can be reached at:
James E. Cross, Esq.
Cross Law Firm, P.L.C
1850 N. Central Ave., Suite 1150
Phoenix, AZ 85004
Tel: (602) 412-4422
Fax: (602) 252-4712
Email: jcross@crosslawaz.com
About KLJ Orchard Venues
KLJ Orchard Venues, LLC, a privately held company in the specialty
food store industry, filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
20-07308) on June 18, 2020. The petition was signed by Kenneth F.
Schnitzer, Debtor's manager. At the time of filing, Debtor had
estimated assets of between $500,000 and $1 million and liabilities
of between $1 million and $10 million. Debtor has tapped Cross Law
Firm, LLC as its legal counsel.
LEV INVESTMENTS: Hires Nodd Law Group as Special Litigation Counsel
-------------------------------------------------------------------
Lev Investments, LLC seeks authority from the U.S. Bankruptcy Court
for the Central District of California to employ Nodd Law Group as
its special litigation counsel.
Nodd Law will represent Debtor in the prosecution of and collection
of proceeds related to its insurance claim under that certain
Commercial Property Policy issued in its favor by underwriters at
Lloyd's London for damage sustained to its residential real
property. The property is located at 13854 Albers St., Sherman
Oaks, Calif.
Nodd Law will receive 30 percent of the amount recovered by Debtor
on account of the claim, plus any costs advanced if the claim is
settled without arbitration or the filing of a lawsuit.
Jeffrey Nodd, Esq., at Nodd Law, disclosed in court filings that he
and his firm neither hold nor represent any interest materially
adverse to Debtor and its bankruptcy estate.
The firm can be reached through:
Jeffrey D. Nodd, Esq.
Nodd Law Group
15250 Ventura Blvd
Penthouse 1220
Sherman Oaks, CA 91403
Tel: (818) 501-5006
Fax: (818) 501-0868
About Lev Investments
Lev Investments, LLC owns a single-family residential property
located at 13854 Albers St., Sherman Oaks, Calif. The property is
worth $3.3 million.
Lev Investments filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 20-11006) on June 1, 2020. In its petition, Debtor disclosed
$5,919,550 in assets and $4,144,535 in liabilities. The petition
was signed by Dmitri Lioudkovski, manager.
Judge Victoria S. Kaufman oversees the case.
Debtor has tapped Levene Neale Bender Yoo & Brill L.L.P. as its
bankruptcy counsel.
MARATHON PATENT: March 31 Quarter Results Cast Going Concern Doubt
------------------------------------------------------------------
Marathon Patent Group, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $1,057,931 on $592,487 of total
revenues for the three months ended March 31, 2020, compared to a
net loss of $1,044,862 on $230,694 of total revenues for the same
period in 2019.
At March 31, 2020, the Company had total assets of $5,668,117,
total liabilities of $2,498,399, and $3,169,718 in total
stockholders' equity.
The Company disclosed that substantial doubt exists about its
ability to continue as a going concern, citing an accumulated
deficit of approximately $106.7 million at March 31, 2020, a net
loss of approximately $1.1 million and approximately $1.1 million
net cash used in operating activities for the three months ended
March 31, 2020.
A copy of the Form 10-Q is available at:
https://is.gd/2Gc3Bj
Marathon Patent Group, Inc., is an IP licensing and
commercialization company. It acquires and manages IP rights from
a variety of sources, including large and small corporations,
universities and other IP owners. Marathon Patent Group was
founded on February 23, 2010 and is headquartered in Las Vegas,
Nevada.
MERIDIAN MARINA: Sept. 22 Plan Confirmation Hearing Set
-------------------------------------------------------
On May 28, 2020, the U.S. Bankruptcy Court for the Southern
District of Florida, West Palm Beach Division, held a hearing to
consider approval of the disclosure statement filed by Meridian
Marina & Yacht Club of Palm City, LLC.
On June 5, 2020, Judge Mindy A. Mora approved the disclosure
statement and established the following dates and deadlines:
* Sept. 22, 2020 at 1:30 p.m. at the United States Bankruptcy
Court, 1515 North Flagler Drive, Courtroom A, West Palm Beach,
Florida 33401 is the confirmation hearing and hearing on fee
applications.
* Aug. 13, 2020, is the deadline for objections to claims.
* Sept. 8, 2020, is the Proponent's deadline for serving notice
of fee applications.
* Sept. 8, 2020, is the deadline for objections to
confirmation.
* Sept. 8, 2020, is the deadline for filing ballots accepting or
rejecting plan.
A copy of the order dated June 5, 2020, is available at
https://tinyurl.com/yd4psn6t from PacerMonitor at no charge.
The Debtor is represented by:
Craig Kelley, Esquire
KELLEY, FULTON & KAPLAN, P.L.
1665 Palm Beach Lakes Blvd., Suite 1000
West Palm Beach, FL 33401
Tel: (561) 491-1200
Fax: (561) 684-3773
E-mail: dana@kelleylawoffice.com
About Meridian Marina
Meridian Marina & Yacht Club of Palm City, LLC, based in Palm City,
FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.19-18585)
on June 27, 2019. In the petition signed by Timothy Mullen, member
and manager, the Debtor disclosed $8,528,155 in assets and
$5,790,533 in liabilities. The Hon. Erik P. Kimball oversees the
case. Craig I. Kelley, Esq. at Kelley Fulton & Kaplan, P.L.,
serves as bankruptcy counsel to the Debtor.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
MEXTEX OPERATING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: MexTex Operating Company
c/o Mark Wiggins, President
3904 Lago Vista Dr.
Austin, TX 78734
Business Description: MexTex Operating Company provides support
activities for the mining industry.
Chapter 11 Petition Date: July 7, 2020
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 20-10768
Judge: Hon. Christopher H. Mott
Debtor's Counsel: Thomas Rice, Esq.
PULMAN, CAPPUCCIO & PULLEN, LLP
2161 NW Military Highway
Suite 400
San Antonio, TX 78213
Tel: (210) 222-9494
E-mail: trice@pulmanlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mark Wiggins, president and CEO.
A full-text 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/PaEWF6
NEOSHO CONCRETE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Neosho Concrete Products Company
871 Industrial Dr.
Neosho, MO 64850
Business Description: Neosho Concrete Products Company is a
ready mix concrete supplier in Neosho,
Missouri.
Chapter 11 Petition Date: July 7, 2020
Court: United States Bankruptcy Court
Western District of Missouri
Case No.: 20-30314
Debtor's Counsel: David E. Schroeder, Esq.
DAVID SCHROEDER LAW OFFICES, P.C.
1524 East Primrose St., Suite A
Springfield, MO 65804
Tel: (417) 890-1000
E-mail: bk1@dschroederlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Warren Langland, 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/LoPdB0
NEOVASC INC: To Report Full Financial Results on August 6
---------------------------------------------------------
Neovasc, Inc. reports preliminary revenue results for the second
quarter of 2020. Revenue for the quarter ended June 30, 2020 was
approximately $295,000. Revenues were negatively impacted by a
reduction in Reducer procedures that began in mid-March and
persisted through early June. Despite a marked slowdown in the
number of implants and related revenue from the Reducer because of
COVID-19, the Company has seen a significant recovery culminating
in the highest monthly number of implants in the history of the
Company during June.
"We are encouraged to see Reducer cases among the earliest elective
procedures to resume in Europe, supporting our thesis of strong
underlying demand," commented Fred Colen, president and chief
executive officer of Neovasc. "We are gratified to see a return to
growth following the second quarter slowdown. Looking forward,
provided the impact from Covid-19 does not worsen again, we
anticipate that the positive trend in June will continue into Q3."
"Despite the impact of Covid-19, we achieved our original Q2
forecast number of implants in Germany, and saw record worldwide
implants in the month of June," stated Bill Little, chief operating
officer of Neovasc. Other markets in Europe also appear to be
recovering well, most notably Italy, Austria, Switzerland and the
Netherlands. He continued, "We are gratified to see a return to
growth following the Covid-19 related slowdown in the early part of
the quarter. We continue to see expansion in the number of
hospitals implanting Reducer driven by encouraging clinical data
and society guidelines supporting Reducer therapy for patients
suffering from the debilitating effects of refractory angina."
Neovasc will report financial results for the quarter ended June
30, 2020 after the market close on Aug. 6, 2020. Neovasc Chief
Executive Officer Fred Colen and Chief Financial Officer Chris
Clark will host a conference call to review the company's results
at 4:30 PM Eastern Time.
Interested parties may access the conference call by dialing [(888)
204-4368 or (856) 344-9299 (International)]. Participants wishing
to join the call via webcast should use the link posted on the
investor relations section of the Neovasc website at
https://www.neovasc.com/investors/
About Neovasc Inc.
Neovasc -- http://www.neovasc.com/-- is a specialty medical device
company that develops, manufactures and markets products for the
rapidly growing cardiovascular marketplace. Its products include
the Reducer, for the treatment of refractory angina, which is not
currently commercially available in the United States (2 U.S.
patients have been treated under Compassionate Use) and has been
commercially available in Europe since 2015, and Tiara, for the
transcatheter treatment of mitral valve disease, which is currently
under clinical investigation in the United States, Canada, Israel
and Europe.
Neovasc recorded a net loss of $35.13 million for the year ended
Dec. 31, 2019, compared to a net loss of $107.98 million for the
year ended Dec. 31, 2018. As at Dec. 31, 2019, the Company had
$10.10 million in total assets, $24.55 million in total
liabilities, and a total deficit of $14.44 million.
Grant Thornton LLP, in Vancouver, Canada, the Company's auditor
since 2002, issued a "going concern" qualification in its report
dated March 30, 2020 citing that the Company incurred a
comprehensive loss of $33,618,494 during the year ended Dec. 31,
2019, and as of that date, the Company's liabilities exceeded its
assets by $14,445,765. These conditions, along with other matters,
raise substantial doubt about the Company's ability to continue as
a going concern.
NESSALLA LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: NessAlla LLC
3233 Garver Green
Madison, WI 53704
Business Description: NessAlla LLC is engaged in the business of
beverage manufacturing.
Chapter 11 Petition Date: July 6, 2020
Court: United States Bankruptcy Court
Western District of Wisconsin
Case No.: 20-11746
Debtor's Counsel: Rebecca R. DeMarb, Esq.
DEMARB BROPHY LLC
P.O. Box 631
Madison, WI 53701
Tel: 608-310-5500
E-mail: rdemarb@demarb-brophy.com
Total Assets as of May 31, 2020: $850,688
Total Liabilities as of May 31, 2020: $1,081,945
The petition was signed by Alla Tsypin, owner.
A copy of the petition is available for free at PacerMonitor.com
at:
https://is.gd/JDcDgC
NEWARK WATERSHED: July 15 Plan & Disclosure Hearing Set
-------------------------------------------------------
The Newark Watershed Conservation and Development Corporation filed
with the U.S. Bankruptcy Court for the District of New Jersey a
motion requesting entry of an order approving the Disclosure
Statement on an interim basis.
On June 5, 2020, Judge Vincent F. Papalia granted the motion and
ordered that:
* The Court preliminarily approves the Disclosure Statement as
containing adequate information within the meaning of section
1125(a) of the Bankruptcy Code and meet all of the requirements of
section 1125 of the Bankruptcy Code, and the Disclosure Statement
is approved on an interim basis.
* July 15, 2020 at 10:00 a.m. in Courtroom 3B at the United
States Bankruptcy Court for the District of New Jersey, Martin
Luther King, Jr. Federal Building, 50 Walnut Street, Newark, NJ
07102 is the combined hearing to consider approval of the
Disclosure Statement on a final basis and confirmation of the
Plan.
* July 6, 2020, at 4:00 p.m. is the deadline to file any
objections to final approval of the Disclosure Statement or to
confirmation of the Plan.
* July 6, 2020, at 4:00 p.m. is the deadline to file ballots in
order to be counted as a vote to accept or reject the Plan.
* July 13, 2020, is the deadline for the Debtor to file replies
or an omnibus reply to any objections to the Plan or any proposed
modifications of the Plan.
* The Plan Proponent is authorized to take all actions necessary
to effectuate the relief granted pursuant to this Order.
A copy of the order dated June 5, 2020, is available at
https://tinyurl.com/ycs4mlub from PacerMonitor at no charge.
The Debtor is represented by:
WASSERMAN, JURISTA & STOLZ, P.C.
110 Allen Road, Suite 304
Basking Ridge, New Jersey 07920
Tel: (973) 467-2700
Fax: (973) 467-8126
DANIEL M. STOLZ, ESQ.
DONALD W. CLARKE, ESQ
About Newark Watershed
Newark, New Jersey-based Newark Watershed Conservation and
Development Corporation sought Chapter 11 protection (Bankr. D.N.J.
Case No. 15-10019) on Jan. 2, 2015.
In the petition signed by Joseph M. Hartnett, interim executive
director, the Debtor disclosed total assets of $202,489 and total
liabilities of $2.07 million.
The Hon. Donald H. Steckroth initially presided over the case.
Following his retirement from the bench, the case was assigned to
Judge Vincent F. Papalia.
Donald W. Clarke, Esq., and Daniel Stolz, Esq., at Wasserman,
Jurista & Stolz, P.C., represent the Debtor in its Chapter 11 case.
NSK GROUP: Baja Fresh Franchisee Liquidating in Chapter 7
---------------------------------------------------------
Restaurant operator NSK, Group, Inc.'s bankruptcy case is
proceeding under Chapter 7 of the Bankruptcy Code following
conversion from Chapter 11.
Elissa Miller, who oversees the Debtor's liquidation as case
trustee, sought conversion of the case to Chapter 7. In an April
court filing, Miller said the Debtor's case "is no longer an
operating case and there is no reason for the case to remain in a
Chapter 11."
When the Debtor filed for Chapter 11, it was the operator of two
Baja Fresh franchise locations, one in Ventura and the other in
West Hills, California. Shortly after the case was filed, the
Debtor closed the Ventura location.
On March 18, 2020, the Court entered an order providing for the
appointment of a Chapter 11 Trustee. On March 19, 2020, Miller was
appointed the Trustee and has been serving in that capacity since.
Upon her review of the cash collateral budgets and monthly
operating reports filed with the Court, the Trustee determined that
the West Hills operation was running on a slim to no margin. The
Trustee was appointed during the Covid-19 Pandemic and, within 12
days of the Trustee's appointment, the State of California and the
City of Los Angeles, entered orders limiting restaurants to take
out and delivery only. Although the Trustee attempted to operate
the West Hills location to protect the employees, it quickly became
clear to the Trustee that the gross sales were insufficient to pay
the monthly bills, not even including the rent or franchise fee.
Thus, the last day of operations for Baja Fresh were on March 22
and the following day, the Trustee closed the West Hills location
and laid off the remaining employees.
Since her appointment, the Trustee has been in communications with
Kambiz Khalili, the Debtor's principal, the Franchisor/Lessor and
the alleged secured creditor.
The Debtor's principal assets were the furniture fixtures and
equipment in the leased location. As of March 31, 2020, to avoid
any further administrative rent, the Trustee stipulated with the
Franchisor/Lessor to reject the lease and the franchise agreement
and an order was entered approving same on April 3.
In an April court filing, the Trustee noted she was holding roughly
$2,200 from her closing of the DIP Accounts and does not anticipate
receiving additional funds from the Debtor's operations.
The Trustee also said she was investigating whether a secured
creditor's lien is proper and/or whether the filing of the UCC-1
within the one year pre-petition is an avoidable preference.
About NSK Group Inc.
NSK Group, Inc., which operated franchise restaurants in Ventura
and West Hills, California, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 20-10014) on Jan. 3, 2020. In the petition
signed by Kambiz Khalili, president, the Debtor was estimated to
have less than $50,000 in assets and $100,000 to $500,000 in
liabilities. Judge Deborah J. Saltzman is assigned to the case.
Bilenka Law Firm represented the Debtor.
OMNITEK ENGINEERING: Posts $127,000 Net Loss for March 31 Quarter
-----------------------------------------------------------------
Omnitek Engineering Corp. filed its quarterly report on Form 10-Q,
disclosing a net loss of $126,705 on $230,937 of revenues for the
three months ended March 31, 2020, compared to a net loss of
$106,226 on $351,348 of revenues for the same period in 2019.
At March 31, 2020, the Company had total assets of $1,110,333,
total liabilities of $1,626,507, and $516,174 in total
stockholders' deficit.
Omnitek Engineering said, "Historically, the Company has incurred
net losses and negative cash flows from operations. As of March
31, 2020, the Company had an accumulated deficit of $21,102,634 and
total stockholders' deficit of $516,174. At March 31, 2020, the
Company had current assets of $1,078,234 including cash of $26,817,
and current liabilities of $1,626,507, resulting in negative
working capital of $(548,273). For the three months ended March
31, 2020, the Company reported a net loss of $126,705 and net cash
used in operating activities of $24,419. Management believes that
based on its operating plan, the projected sales for 2020, combined
with funds available from its working capital will be sufficient to
fund operations for the next twelve months. However, there can be
no assurance that operations and operating cash flows will continue
at the current levels or improve in the near future. Whether, and
when, the Company can attain profitability and positive cash flows
from operations is uncertain. The Company is also uncertain
whether it can raise additional capital. These uncertainties cast
substantial doubt upon the Company's ability to continue as a going
concern."
A copy of the Form 10-Q is available at:
https://is.gd/RuQM1s
Omnitek Engineering Corp. develops and sells proprietary
diesel-to-natural gas engine conversion systems and other products
worldwide. The company offers conversion kits for converting diesel
engines to run on an alternative fuel, including compressed natural
gas, liquefied natural gas, renewable natural gas, and liquid
petroleum gas; and natural gas engines and components, as well as
high-pressure natural gas coalescing filters. Its products are used
for stationary applications; and the transportation market, such as
light commercial vehicles, minibuses, heavy-duty trucks, and
municipal buses, as well as rail and marine applications. The
company sells and delivers its products through its distributors,
engine manufacturers, system integrators, fleet operators, and
engine conversion companies, as well as directly to end-users.
Omnitek Engineering Corp. was founded in 2001 and is headquartered
in Vista, California.
ORIGINCLEAR INC: Posts $21.6 Million Net Income in First Quarter
----------------------------------------------------------------
Originclear, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting net income of $21.60
million on $1.09 million of sales for the three months ended March
31, 2020, compared to a net loss of $331,272 on $742,043 of sales
for the three months ended March 31, 2019.
The Company's net income increased by $21,932,686 for the three
months ended March 31, 2020, compared to three months ended March
31, 2019. The majority of the increase in net income was due
primarily to an increase in other expenses associated with the net
change in derivative instruments estimated each period. These
estimates are based on multiple inputs, including the market price
of the Company's stock, interest rates, its stock price,
volatility, variable conversion prices based on market prices
defined in the respective agreements and probabilities of certain
outcomes based on managements' estimates. These inputs are subject
to significant changes from period to period, therefore, the
estimated fair value of the derivative liabilities will fluctuate
from period to period, and the fluctuation may be material.
As of March 31, 2020, the Company had $1.10 million in total
assets, $21.77 million in total liabilities, and a total
shareholders' deficit of $20.67 million.
At March 31, 2020 and Dec. 31, 2019, the Company had cash of
$297,300 and $490,614, respectively, and working capital deficit of
$15,174,987 and $38,598,414, respectively. The decrease in working
capital deficit was due primarily to a decrease in non-cash
derivative liabilities and convertible notes, a decrease in cash,
contracts receivable, prepaid expenses, contracts liabilities,
capital lease and loans payable, with an increase in accounts
payable, accrued expenses, contract assets, and convertible note
receivable.
During the period ended March 31, 2020, the Company raised an
aggregate of $795,250 from the sale of preferred stock in private
placements. Its ability to continue as a going concern is
dependent upon raising capital from financing transactions and
future revenue.
Net cash used in operating activities was $926,200 for the three
months ended March 31, 2020, compared to $705,621 for the prior
period ended March 31, 2019. The increase in cash used in
operating activities was primarily due to an increase in contract
liabilities and accounts payable.
Net cash flows provided by investing activities for the three
months ended March 31, 2020 and 2019, were $0 and $19,035,
respectively. The decrease in investing activities was due to a
decrease in net change in fair value of investment.
Net cash flows provided by financing activities was $732,886 for
the three months ended March 31, 2020, as compared to $418,642 for
the three months ended March 31, 2019. The increase in cash
provided by financing activities was due primarily to an increase
in proceeds for issuance of preferred stock, and cumulative
dividends payable, with a decrease in debt financing through
convertible promissory notes. To date the Company has principally
financed its operations through the sale of its common and
preferred stock and the issuance of debt.
OriginClear said, "We do not have any material commitments for
capital expenditures during the next twelve months. Although our
proceeds from the issuance of securities together with revenue from
operations are currently sufficient to fund our operating expenses
in the near future, we will need to raise additional funds in the
future so that we can expand our operations. Therefore, our future
operations are dependent on our ability to secure additional
financing, which may not be available on acceptable terms, or at
all. Financing transactions may include the issuance of equity or
debt securities, obtaining credit facilities, or other financing
mechanisms. Furthermore, if we issue additional equity or debt
securities, stockholders may experience additional dilution or the
new equity securities may have rights, preferences or privileges
senior to those of existing holders of our common stock. The
inability to obtain additional capital may restrict our ability to
grow and may reduce our ability to continue to conduct business
operations. If we are unable to obtain additional financing, we
may have to curtail our marketing and development plans and
possibly cease our operations.
"We have estimated our current average burn, and believe that we
have assets to ensure that we can function without liquidation for
a limited time, due to our cash on hand, growing revenue, and our
ability to raise money from our investor base. Based on the
aforesaid, we believe we have the ability to continue our
operations for the immediate future and will be able to realize
assets and discharge liabilities in the normal course of
operations. However, there cannot be any assurance that any of the
aforementioned assumptions will come to fruition and as such we may
only be able to function for a short time.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/VYYKfg
About OriginClear
Headquartered in Los Angeles, California, OriginClear --
http://www.originclear.com/-- is a provider of water treatment
solutions and the developer of a breakthrough water cleanup
technology. Through its wholly owned subsidiaries, OriginClear
provides systems and services to treat water in a wide range of
industries, such as municipal, pharmaceutical, semiconductors,
industrial, and oil & gas.
OriginClear reported a net loss of $27.47 million for the year
ended Dec. 31, 2019, compared to a net loss of $11.35 million for
the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$1.34 million in total assets, $43.70 million in total liabilities,
and a total shareholders' deficit of $42.36 million.
M&K CPAS, PLLC, in Houston, TX, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated May 29,
2020, citing that the Company suffered a net loss from operations
and has a net capital deficiency, which raises substantial doubt
about its ability to continue as a going concern.
OSSO LLC: July 8 Plan Confirmation Hearing Set
----------------------------------------------
On May 21, 2020, Debtor Osso, LLC filed with the U.S. Bankruptcy
Court for the District of Arizona a Modified Plan of
Reorganization. On June 5, 2020, Judge Brenda Moody Whinery ordered
that:
* July 8, 2020, at 10:00 a.m. at the United States Bankruptcy
Court, James A. Walsh Courthouse, 38 S. Scott, Court Room 446,
Tucson, AZ, 85701 or by video from U.S. Courthouse and Federal
Building, 230 N. 1 Avenue, 3 Floor, Courtroom 301, Phoenix, AZ,
85003 is the initial hearing to consider confirmation of the Plan.
* July 1, 2020, is the deadline for any party desiring to object
to the Court’s approval of the Plan to file a written objection.
* If a party objects to confirmation of the Plan, the
Confirmation Hearing will be a non-evidentiary hearing at which the
Court will determine the appropriate manner to address and resolve
any objection.
A copy of the order dated June 5, 2020, is available at
https://tinyurl.com/y76moser from PacerMonitor at no charge.
The Debtor is represented by:
Eric Slocum Sparks
LAW OFFICES OF ERIC SLOCUM SPARKS, P.C.
3505 North Campbell Avenue #504
Tucson, Arizona 85719
About OSSO, LLC
OSSO, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz.
Case No. 17-06737) on June 14, 2017. Eric Slocum Sparks, Esq., at
Law Offices of Eric Slocum Sparks, P.C. serves as bankruptcy
counsel to the Debtor.
The Debtor was estimated to have assets and liabilities are below
$1 million.
PAPARDELLE: Owner to Give $75K to Keep Control
----------------------------------------------
Papardelle 1068, Inc., filed the Second Amended Plan of
Reorganization and Second Amended Disclosure Statement dated June
5, 2020.
Class V consists of the allowed claims of general unsecured
creditors. This Class will receive payment in full on account of
their allowed claims on the Effective Date, plus interest from the
Petition Date at the rate of 5.0 percent per annum from the
Petition Date.
Class VI which consists of the shareholder interests in the Debtor.
At the time of the commencement of this case, Gholam Kowkabi owned
100 percent of the issues and outstanding shares of the Debtor. On
or before the Effective Date, this Class shall make an equity
contribution to the Debtor in the sum of $75,000 in return for the
retention of its stock interest. Gholam Kowkabi has a commitment
from his sister to provide him with the funds necessary to satisfy
the requirements of this Class. Class V is an impaired class under
the Plan.
A full-text copy of the Second Amended Disclosure Statement dated
June 5, 2020, is available at https://tinyurl.com/y8v4egad from
PacerMonitor at no charge.
Counsel for the Debtor:
Steven H. Greenfeld
COHEN BALDINGER & GREENFELD, LLC
2600 Tower Oaks Blvd., Suite 103
Rockville, MD 20852
Tel: (301) 881-8300
About Papardelle 1068
Papardelle 1068, Inc., operator of a restaurant in the Georgetown
section of the District of Columbia which trades as Ristorante
Piccolo, filed for chapter 11 bankruptcy protection (Bankr. D.D.C.
Case No. 19-00554) on Aug. 16, 2019, and is represented by Steven
H. Greenfeld, Esq. -- steveng@cohenbaldinger.com -- at Cohen,
Baldinger & Greenfeld LLC.
PRECIPIO INC: Says Substantial Going Concern Doubt Exists
---------------------------------------------------------
Precipio, Inc. filed its quarterly report on Form 10-Q, disclosing
a net loss of $3,205,000 on $1,216,000 of net sales for the three
months ended March 31, 2020, compared to a net loss of $1,652,000
on $713,000 of net sales for the same period in 2019.
At March 31, 2020, the Company had total assets of $18,995,000,
total liabilities of $7,710,000, and $11,285,000 in total
stockholders' equity.
The Company said that there remains substantial doubt about its
ability to continue as a going concern for the next twelve months
from the date its condensed consolidated financial statements were
issued. There can be no assurance that the Company will be able to
successfully achieve its initiatives in order to continue as a
going concern over the next twelve months from the date of issuance
of its Quarterly Report Form 10-Q.
A copy of the Form 10-Q is available at:
https://is.gd/i1t6lL
About Precipio
Omaha, Nebraska-based Precipio, formerly known as Transgenomic,
Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics
company providing diagnostic products and services to the oncology
market. The Company has developed a platform designed to eradicate
misdiagnoses by harnessing the intellect, expertise and technology
developed within academic institutions and delivering quality
diagnostic information to physicians and their patients worldwide.
Precipio operates a cancer diagnostic laboratory located in New
Haven, Connecticut and has partnered with the Yale School of
Medicine.
RAVN AIR: Unsecureds to Recover 0.4% to 0.6% in Liquidating Plan
----------------------------------------------------------------
Ravn Air Group, Inc. and its affiliated debtors filed with the U.S.
Bankruptcy Court for the District of Delaware a Disclosure
Statement for the Chapter 11 Plan of Liquidation dated June 9,
2020.
The Plan provides for the creation of a Liquidation Trust, which
will own the Debtors’ assets and will sell those assets to
generate cash, and will distribute that cash to Holders of
Liquidation Trust Interests. The Liquidation Trust will also own
litigation claims against third parties and may generate cash
through prosecution or settlement of those claims. However, the
estimated recoveries to creditors do not take into account
potential proceeds of these litigation claims because they are
unpredictable and highly contingent.
Cash will be distributed by the Liquidation Trust to Holders of
Liquidation Trust Interests over time. The beneficiaries of the
Liquidation Trust who will be Holders of Liquidation Trust
Interests are Holders of DIP Claims and Holders of Prepetition
Secured Creditor Claims. Holders of Administrative Claims, Priority
Claims, Professional Fee Claims, and General Unsecured Claims are
not beneficiaries of the Liquidation Trust and initially will
receive cash distributions at or soon after the Effective Date in
accordance with the Plan.
The Plan provides for substantive consolidation of all of the
Debtors into one entity. Thus, if Entity A holds $100 of assets and
owes $0 of liabilities, and Entity B holds $0 of assets and owes
$100 of liabilities, and if those two entities are substantively
consolidated, the resulting entity will hold $100 of assets and owe
$100 of liabilities.
Class 4 consists of all General Unsecured Claims. The Debtors
estimate that this Class shall recover 0.4 to 0.6% of allowed
amounts. The Holder of such Allowed General Unsecured Claim shall
receive, in full satisfaction, settlement, and release of and in
exchange for such Allowed General Unsecured Claim, its Pro Rata
share of the Creditors’ Fund. As part of their agreement to fund
the Administrative Claims Reserve, the Professional Fees Reserve
and the Creditors’ Fund, Holders of DIP Claims and Class 1 Claims
shall be deemed to have waived their rights to Distributions in
respect of their deficiency General Unsecured Claims. Allowed
General Unsecured Claims will be paid solely from the Creditors’
Fund.
Class 6 consists of all Equity Interests. As of the Effective Date,
all Equity Interests shall be deemed void, cancelled, and of no
further force and effect. On and after the Effective Date, Holders
of Equity Interests shall not be entitled to, and shall not receive
or retain any property or interest in property under the Plan on
account of such Equity Interests.
The Plan will be implemented by various acts and transactions as
set forth in the Plan, including, among other things, the
establishment of the Liquidation Trust, the appointment of the
Liquidation Trustee, and the making of Distributions by the
Liquidation Trust.
A full-text copy of the disclosure statement dated June 9, 2020, is
available at https://tinyurl.com/yakm23ng from PacerMonitor at no
charge.
The Debtors are represented by:
BLANK ROME LLP
Victoria A. Guilfoyle (No. 5183)
Stanley B. Tarr (No. 5535)
Jose F. Bibiloni (No. 6261)
1201 N. Market Street, Suite 800
Wilmington, Delaware 19801
Telephone: (302) 425-6400
Facsimile: (302) 425-6464
Email: guilfoyle@blankrome.com
tarr@blankrome.com
jbibiloni@blankrome.com
-and-
KELLER BENVENUTTI KIM LLP
Tobias S. Keller (pro hac vice)
Jane Kim (pro hac vice)
Thomas B. Rupp (pro hac vice)
650 California Street, Suite 1900
San Francisco, California 94108
Telephone: (415) 496-6723
Facsimile: (650) 636-9251
Email: tkeller@kbkllp.com
jkim@kbkllp.com
trupp@kbkllp.com
About Ravn Air
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.
RAYSHAWN L. ROBINSON: $525K Sale of Glenn Dale Property Approved
----------------------------------------------------------------
Judge Lori S. Simpson of the U.S. Bankruptcy Court for the District
of Maryland authorized Rayshawn Latrease Robinson's sale of the
real property located at 5806 Gabriel Duvall Court, Glenn Dale,
Maryland to Arthur Taylor for $525,000.
The sale is free and clear of liens, claims, encumbrances, and
interests.
The closing on the Contract will occur no later than and including
Sept. 30, 2020, and if such closing does not timely occur, on Oct.
1, 2020 or thereafter, the Lender is authorized to enroll a deed in
lieu of foreclosure on the Property without further action or Court
approval.
The Debtor's Broker Homewise Realty Services, LLC will deliver to
The Burns Law Firm, LLC with a copy to the Lender's counsel a
proposed final closing disclosure (HUD-1) no later than two
business days prior to any proposed closing, which will reflect the
disbursements identified in the immediately following paragraph to
be made by the settlement agent.
After payment of allowed Broker commission; identified further
reasonable closing costs from the CD referenced; the lien of record
of Wilmington Trust, NA payable in the amount of $501,315 as
relayed in the Motion and the exhibit HUD-1 annexed to the Motion
by the settlement agent, the remaining proceeds of sale will be
paid by check to the Debtor's counsel for distribution pursuant to
further Court Order accompanied by a report of sale within two
business days of the closing.
Promptly following closing by consent of the parties wherein the
Lender is paid as referenced, or following a failure of timely
closing where a deed in lieu of foreclosure is enrolled by the
Lender and the Debtor has vacated and surrendered the Property to
Lender, it is required that the Lender will strike and withdraw its
Claim Dkt. 11 with prejudice waiving thereby any deficiency claim
what it has been paid above in full and final satisfaction of its
loan documents and Claim.
Promptly following closing by consent of the parties wherein the
Lender is paid as referenced above, or following a failure of
timely closing where a deed in lieu of foreclosure is enrolled by
the Lender and Debtor has vacated and surrendered the Property to
the Lender, it is required that the Lender will strike and withdraw
its Motion for Relief From Stay and Reply docketed in the case with
prejudice and the Debtor will strike and withdraw its Answer
containing counterclaims against the Lender and Motion to Strike
Reply with prejudice.
No other disbursements will be made at closing other than those
identified above by the settlement agent before all net funds are
delivered to the Debtor's counsel within two business days
following the sale closing.
The settlement agent having failed to provide in seven days
following June 23, 2020 as required by the Motion any clouds or
impediments to closing on the Contract such as open liens or
encumbrances of record which required action or payment as a
precondition to closing, the settlement agent is directed to
proceed to closing expediently as required by the Debtor and the
Lender.
The stay provided for by Fed. R. Bankr. P. 6004(h) is waived.
The Debtor will by the counsel upload a Report of Sale attaching
the HUD-1 (closing disclosure) within 10 days from the date of the
sale closing.
If the Debtor's counsel does not receive the required proceeds and
settlement sheet or closing disclosure (ie; HUD-1) within 90 days
of the date of entry of the Order, the authority to sell granted by
the Order will automatically terminate.
Notwithstanding anything to the contrary, should the Lender in its
own unfettered and unilateral discretion choose to permit any
extension of time on closing on the Contract or alteration of a
term of the Contract, it may do so with the Debtor without seeking
further relief of the Court, but the Lender will have no obligation
to alter any term of the Contract or any closing date identified.
Rayshawn Latrease Robinson sought Chapter 11 protection (Bankr. D.
Md. Case No. 19-24523) on Oct. 30, 2019. The Debtor tapped John
Douglas Burns, Esq., at The Burns Law Firm, LLC, as counsel.
RENAISSANCE INNOVATIONS: July 14 Plan Confirmation Hearing Set
--------------------------------------------------------------
On June 4, 2020, Debtor Renaissance Innovations, LLC filed with the
U.S. Bankruptcy Court for the Eastern District of North Carolina,
Raleigh Division, a Disclosure Statement and Plan.
On June 5, 2020, Judge Stephani W. Humrickhouse conditionally
approved the Disclosure Statement and established these dates and
deadlines:
* July 10, 2020, is fixed as the last day for filing and serving
written objections to the disclosure statement.
* July 14, 2020, at 11:00 a.m. in Room 208, 300 Fayetteville
Street, Raleigh, NC 27601 is the hearing on confirmation of the
plan.
* July 10, 2020, is fixed as the last day for filing written
acceptances or rejections of the plan.
* July 10, 2020, is fixed as the last day for filing and serving
written objections to confirmation of the plan.
A copy of the order dated June 5, 2020, is available at
https://tinyurl.com/ybqw22ym from PacerMonitor at no charge.
About Renaissance Innovations
Renaissance Innovations, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-01005) on March 6,
2020. At the time of the filing, the Debtor had estimated assets
of between $100,001 and $500,000 and liabilities of between
$500,001 and $1 million. Judge Stephani W. Humrickhouse oversees
the case. Travis Sasser, Esq., at Sasser Law Firm, is the Debtor's
legal counsel.
RENEGADE STORES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Renegade Stores, L.L.C.
1700 Market Lane, Ste. 390
Norfolk, NE 68701
Business Description: Renegade Stores, L.L.C. --
https://renegadestores.com -- is a
western and work store, specializing in new,
first-quality, fashion-forward western and
work apparel, accessories, and footwear for
the entire family.
Chapter 11 Petition Date: June 30, 2020
Court: United States Bankruptcy Court
District of Nebraska
Case No.: 20-40902
Judge: Hon. Brian S. Kruse
Debtor's Counsel: Lauren R. Goodman, Esq.
MCGRATH NORTH MULLIN & KRATZ, PC LLO
Suite 3700 First National Tower
1601 Dodge Street
Omaha, NE 68102
Tel: (402) 341-3070
E-mail: lgoodman@mcgrathnorth.com
Total Assets as of April 30, 2020: $1,253,546
Total Liabilities as of April 30, 2020: $1,600,701
The petition was signed by Troy Weyhrich, president and CEO.
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/7VOMNW
ROBERTS COMPANY: Gets Initial Order in CCAA Restructuring
---------------------------------------------------------
Roberts Company Canada Limited obtain an initial order from the
Ontario Superior Court for Justice (Commercial List) pursuant to
the Companies' Creditors Arrangement Act, allowing the Company to
restructure its business affairs, and named Richter Advisory Group
Inc. as its monitor. in the CCAA proceedings.
A copy of the Initial Order and other information will be
available
on the Monitor's website at
https://www.richter.ca/insolvencycase/roberts-company-canada-limited/
Lawyers for the Company:
Bennett Jones LLP
One First Canadian Place
Suite 3400, P.O. Box 130
Toronto, Ontario M5X 1A4
Raj Sahni
Tel: 416-777-4804
Email: sahnir@bennettjones.com
Danish Afroz
Tel: 416-777-6124
Email: afrozd@bennettjones.com
Monitor can be reached at:
Richter Advisory Group Inc.
181 Bay St. #3510
Bay Wellington Tower
Toronto ON M5J 2T3
Paul Van Eyk
Tel: 416-485-4592
Email: pvaneyk@richter.ca
Duncan Lau
Tel: 416-488-2345 - 2323
Email: dlau@richter.ca
Roberts Company Canada Limited --
http://www.robertsconsolidated.com/-- makes, markets and
distributes flooring, installation tools, adhesives and other
flooring related products in Canada.
S C BHAIRAB: APA in Approved $705K All Assets Sale to SL Modified
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
entered its second amended order modifying the order authorizing S
C Bhairab, Inc.'s sale of substantially all of its assets to SL &
SG Holdings, LLC for $705,000, subject to adjustments.
All references in the Sale Order to "Asset Purchase Agreement" or
"APA" will now refer to the Second Amended Asset Purchase
Agreement.
Paragraphs H and I of the Sale Order are amended to provide for the
Buyer's payment of the 2019 Ad Valorem Tax within five business
days of entry of the Order, as more particularly provided for in
the Second Amended Asset Purchase Agreement.
Except as modified in the Second Amended Order, all other terms and
conditions of the Sale Order remain unchanged and in full force and
effect.
About S C Bhairab Inc.
S C Bhairab, Inc. --
https://matlock-dry-clean-super-center.business.site -- is a
provider of drycleaning and laundry services. Based in Arlington,
Texas, S C Bhairab filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
19-45097) on Dec. 17, 2019. In the petition signed by Ram Gamal,
president, the Debtor disclosed $1,403,335 in assets and $1,158,605
in liabilities. Robert M. Nicoud, Jr., Esq., at Nicoud Law, is the
Debtor's legal counsel.
SETTLERS JERKY: Unsecured Creditors to Get Full Payment in 5 Years
------------------------------------------------------------------
Settlers Jerky Inc. filed the Disclosure Statement describing
Second Amended Plan of Reorganization.
The Plan will be funded by a combination of (1) the Debtor's cash
on hand; and (2) "Net Profit" from the Debtor's future operations
for the five-year period following the Effective Date.
Class 4 under the Plan consists of all allowed general unsecured
claims. The Debtor originally anticipated that the Reorganized
Debtor would be able to pay all allowed class 4 claims in full,
with interest, within approximately forty eight months following
the Effective Date. However, under current circumstances, and as a
result of the COVID-19 pandemic, it is possible that it will take
the Reorganized Debtor a longer period of time to pay all allowed
class 4 claims in full, with interest. Accordingly, the Reorganized
Debtor will pay all allowed class 4 claims in full, with interest,
within 60 months after the end of the first full calendar quarter
after the Effective Date.
A full-text copy of the Second Amended Plan dated June 5, 2020, is
available at https://tinyurl.com/yczxhjka from PacerMonitor at no
charge.
About Settlers Jerky Inc.
Settlers Jerky Inc., a family-operated enterprise which has been in
business since 1977, with facilities and operations are located in
Walnut, California, develops, prepares, and sells gourmet,
hand-crafted, and hand-packaged artisan beef jerky snacks. It
currently produces and distributes fifty different flavors and
styles of beef jerky to over sixty companies.
Settlers Jerky filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 19-22339) on Oct. 18, 2019. Judge Sheri Bluebond is assigned
to the case. Levene, Neale, Bender, Yoo & Brill LLP is the
Debtor's counsel.
SG BLOCKS: Incurs $747,000 Net Loss for Quarter Ended March 31
--------------------------------------------------------------
SG Blocks, Inc. filed its quarterly report on Form 10-Q, disclosing
a net loss of $747,427 on $198,756 of total revenues for the three
months ended March 31, 2020, compared to a net loss of $490,735 on
$1,735,124 of total revenues for the same period in 2019.
At March 31, 2020, the Company had total assets of $5,736,752,
total liabilities of $2,085,388, and $3,651,364 in total
stockholders' equity.
The Company disclosed that there is substantial doubt about its
ability to continue as a going concern, citing that it has incurred
net losses since its inception and has negative operating cash
flows.
A copy of the Form 10-Q is available at:
https://is.gd/EJ2Tvr
SG Blocks, Inc. engages in fabricating modules for construction of
buildings in the United States. It was founded in 2007 and is
headquartered in Brooklyn, New York.
SHADDEN LLC: Shortened Notice for Greenwood Property Sale Denied
----------------------------------------------------------------
Judge Kimberly H. Tyson of the U.S. Bankruptcy Court for the
District of Colorado denied Shadden, LLC's request to shorten
notice period for the proposed sale of the improved real property
located at 9689 E. Prentice Circle, Greenwood Village, Colorado to
Sean Schwalb for $1.8 million, free and clear of all liens, claims,
and encumbrances.
The notice period for the Debtor's Motion is set for 21 days. The
Parties in interest will have through and including July 22, 2020
to file Objections to the Sale Motion.
About Shadden LLC
Shadden LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 19-18726) on Oct. 8, 2019. At the
time of the filing, the Debtor had estimated assets of less than
$50,000 and liabilities of between $1 million and $10 million. The
case has been assigned to Judge Kimberley H. Tyson. The Debtor
tapped Keri L. Riley, Esq., at Kutner Brinen, P.C., as its legal
counsel.
SKILLSOFT CORP: Pachulski, Gibson Update on First Lien Group
------------------------------------------------------------
In the Chapter 11 cases Skillsoft Corporation, et al., the law
firms of Gibson, Dunn & Crutcher LLP and Pachulski, Stang Ziehl &
Jones LLP submitted a supplemental verified statement under Rule
2019 of the Federal Rules of Bankruptcy Procedure, to disclose an
updated list of Ad Hoc First Lien Term Lender Group that it is
representing.
In October 2019, the Ad Hoc First Lien Term Lender Group retained
Gibson, Dunn & Crutcher LLP to represent them as counsel in
connection with a potential restructuring of the outstanding debt
obligations of the above-captioned debtors and certain of their
subsidiaries and affiliates. Subsequently, on or about June 9,
2020, Gibson Dunn contacted Pachulski, Stang Ziehl & Jones LLP to
serve as Delaware co-counsel to the Ad Hoc First Lien Term Lender
Group.
On June 14, 2020, The Debtors each filed a voluntary petition for
relief under chapter 11 of title 11 of the United States Code. No
official committee of unsecured creditors, trustee, or examiner has
been appointed in these chapter 11 cases.
On June 16, 2020, the Ad Hoc First Lien Term Lender Group filed the
Verified Statement of the Ad Hoc First Lien Term Lender Group
Pursuant to Bankruptcy Rule 2019 [D.I. 69]. In the First Verified
Statement, the Ad Hoc First Lien Term Lender Group disclosed that
Gibson Dunn and PSZ&J represent the members of the Ad Hoc First
Lien Term Lender Group that were annexed thereto as Exhibit A in
their capacity as lenders under the First Lien Credit Agreement.
In accordance with Bankruptcy Rule 2019, the Ad Hoc First Lien Term
Lender Group hereby supplements the First Verified Statement to
disclose that Gibson Dunn and PSZ&J:
(i) no longer represent Beach Point Capital Management LP, on
behalf of certain funds and accounts managed or advised
by it;
(ii) represent Special Situations Investing Group, Inc;
(iii) represent Continental Casualty Company and its affiliate,
Loews Corporation; and
(iv) represent Atalaya Capital Management, on behalf of
Certain funds and accounts managed or advised by it.
As of June 29, 2020, members of the Ad Hoc First Lien Term Lender
Group and their disclosable economic interests are:
Eaton Vance Management
Two International Place
Boston, MA 02110
* First Lien Credit Agreement Claims Held: $171,810,088.39
DDJ Capital Management, LLC
1 30 Turner Street Building 3
Suite 600
Waltham, MA 02453
* First Lien Credit Agreement Claims Held: $101,312,069.28
Symphony Asset Management LLC
555 California Street #3100
San Francisco, CA 94104
* First Lien Credit Agreement Claims Held: $80,657,447.81
* Second Lien Credit Agreement Claims Held: $26,237,493.31
Alcentra Limited
160 Queen Victoria Street
EC4V 4LA London
United Kingdom
Alcentra NY LLC
200 Park Avenue
7th Floor
New York, NY 10166
* First Lien Credit Agreement Claims Held: $64,699,560.44
Apollo Management Holdings, L.P.
9 West 57th Street
43rd Floor
New York, NY 10019
* First Lien Credit Agreement Claims Held: $52,792,948.78
* Second Lien Credit Agreement Claims Held: $3,385,000.00
Benefit Street Partners, LLC
9 West 57th Street
Suite 4920
New York, NY 10019
* First Lien Credit Agreement Claims Held: $52,508,789.00
Voya Investment Management
7337 E. Doubletree Ranch Rd.
Suite 100
Scottsdale, AZ 85258
* First Lien Credit Agreement Claims Held: $40,899,590.00
PGIM, Inc.
655 Broad St
Newark, NJ 07102
* First Lien Credit Agreement Claims Held: $38,468,737.61
Continental Casualty Company
151 N. Franklin St.
Chicago, IL 60606
* First Lien Credit Agreement Claims Held: $26,333,868.35
Atalaya Capital Management
One Rockerfeller Plaza, 27th Floor
New York, NY 10020
* First Lien Credit Agreement Claims Held: $17,325,218.97
Special Situations Investing Group, Inc.
200 West Street
New York, NY 10282
* $15,936,786.55
Apex Credit Partners LLC
520 Madison Avenue, Floor 16
New York, NY 10022
* First Lien Credit Agreement Claims Held: $12,294,355.72
* Second Lien Credit Agreement Claims Held: $2,999,750.21
CION Investment Corporation
3 Park Avenue
New York, NY 10016
* First Lien Credit Agreement Claims Held: $10,050,474.81
* Second Lien Credit Agreement Claims Held: $9,999,167.00
Ellington CLO Management, LLC
53 Forest Avenue
Old Greenwich, CT 06870
* First Lien Credit Agreement Claims Held: $9,909,735.85
GMO Implementation Fund, a series of GMO Trust
40 Rowes Wharf
Boston, MA 02110
* First Lien Credit Agreement Claims Held: $6,486,202.50
GMO Credit Opportunities Fund, L.P.
40 Rowes Wharf
Boston, MA 02110
* First Lien Credit Agreement Claims Held: $2,845,685.84
Counsel to the Ad Hoc First Lien Term Lender Group can be reached
at:
PACHULSKI STANG ZIEHL & JONES LLP
Laura Davis Jones, Esq.
James E. O'Neill, Esq.
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: ljones@pszjlaw.com
joneill@pszjlaw.com
- and -
GIBSON, DUNN & CRUTCHER LLP
Scott J. Greenberg, Esq.
Matthew J. Williams, Esq.
Christina Brown, Esq.
200 Park Avenue
New York, NY 10166
Telephone: (212) 351-4000
Facsimile: (212) 351-4035
Email: sgreenberg@gibsondunn.com
mjwilliams@gibsondunn.com
christina.brown@gibsondunn.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/4Yo2YD and https://is.gd/x2uLZa
About Skillsoft and SumTotal
Skillsoft -- http://www.skillsoft.com/-- delivers online learning,
training, and talent solutions to help organizations unleash their
edge. Leveraging immersive, engaging content, Skillsoft enables
organizations to unlock the potential in their best assets --
their
people -- and build teams with the skills they need for success.
Empowering 36 million learners and counting,
Skillsoft
democratizes learning through an intelligent learning experience
and a customized, learner-centric approach to skills development
with resources for Leadership Development, Business Skills,
Technology & Development, Digital Transformation, and Compliance.
SumTotal provides a unified, comprehensive Learning and Talent
Development suite that delivers measurable impact across the entire
employee lifecycle. With SumTotal, organizations can build a
culture of learning that is critical to growth, success, and
business sustainability. SumTotal's award-winning technology
provides talent acquisition, onboarding, learning management, and
talent management solutions across some of the most innovative,
complex and highly regulated industries, including technology,
airlines, financial services, healthcare, manufacturing, and
pharmaceuticals.
Skillsoft and SumTotal are partners to thousands of leading global
organizations, including many Fortune 500 companies. The company
features three award-winning systems that support learning,
performance and success: Skillsoft learning content, the Percipio
intelligent learning experience platform, and the SumTotal suite
for Talent Development, which offers measurable impact across the
entire employee lifecycle.
SOUTHERN FOODS: Ordered to Return IRG's $1.54 Million Deposit
-------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas has entered an agreed order partially resolving
Industrial Realty Group, LLC ("IRG")'s request to compel authorized
Southern Foods Group, LLC and its debtor-affiliates to comply with
the Bidding Procedures Order by returning IRG's good faith
deposits, in connection with the sale of substantially all assets.
Based on the announcement at the June 24, 2020 status conference,
IRG and the Debtors had reached an agreement for the return of
IRG's $1.54 million deposit in connection with its Hayward,
California Bid, after due deliberation thereon.
The Motion is granted in part and continued in part as set forth in
the Order.
Within one business day of entry of the Order, IRG will provide the
Debtors with wire instructions. Within five business days of entry
of the Order, the Debtors will wire the Deposit, totaling $1.54
million, to IRG.
The Court will hold a hearing on Aug. 13, 2020 at 12:00 p.m. (CT)
to consider the remaining relief requested in the Motion.
About Southern Foods Group
Southern Foods Group, LLC, d/b/a Dean Foods, is a food and beverage
company and a processor and direct-to-store distributor of fresh
fluid milk and other dairy and dairy case products in the United
States.
The Company and its 40+ affiliates filed for bankruptcy protection
on Nov. 12, 2019 (Bankr. S.D. Texas, Lead Case No. 19-36313). The
petitions were signed by Gary Rahlfs, senior vice president and
chief financial officer. Judge David Jones presides over the
cases.
The Debtors posted estimated assets and liabilities of $1 billion
to $10 billion.
David Polk & Wardell LLP serves as general bankruptcy counsel to
the Debtors, and Norton Rose Fulbright US LLP serves as local
counsel. Alvarez Marsal is financial advisor to the Debtors,
Evercore Group LLC is investment banker, and Epiq Corporate
Restructuring LLC is notice and claims agent.
SPANISH BROADCASTING: Incurs $14.3M Net Loss in First Quarter
-------------------------------------------------------------
Spanish Broadcasting System, Inc., filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting
a net loss of $14.33 million on $36.27 million of net revenue for
the three months ended March 31, 2020, compared to a net loss of
$3.93 million on $37.35 million of net revenue for the three months
ended March 31, 2019.
Consolidated Adjusted OIBDA, a non-GAAP measure, totaled $7.5
million compared to $8.3 million for the same prior year period,
representing a decrease of $0.8 million or 9%. The Company's radio
segment Adjusted OIBDA decreased $0.7 million or 6%, primarily due
to the decrease in net revenue of approximately $1.5 million
partially offset by a decrease in operating expenses of 4%. Radio
station operating expenses decreased mainly due to decreases in
advertising, barter and special events expenses which were
partially offset by increases in national rep commissions and taxes
and licenses costs. The Company's television segment Adjusted
OIBDA decreased less than $0.1 million due to an increase in
operating expenses of approximately $0.5 million offset by the
increase in net revenue of approximately $0.5 million. Television
station operating expenses increased primarily due to an increase
in production costs. The Company's corporate expenses, excluding
non-cash stock-based compensation, increased $0.1 million or 3%,
mostly due to increases in insurance expense.
Operating loss totaled $5.9 million compared to operating income of
$5.6 million for the same prior year period, representing a
decrease of approximately $11.5 million. This decrease in
operating income was primarily due to the impairment charges
partially offset by gain from the sale of assets.
As of March 31, 2020, the Company had $453.36 million in total
assets, $547.98 million in total liabilities, and a total
stockholders' deficit of $94.62 million.
"While our first quarter results were significantly impacted by the
COVID-19 pandemic, we continued to make operational and strategic
progress," commented Raul Alarcon, chairman and CEO. "Our audio
stations held the top rankings across key demos in the New York,
Los Angeles and Chicago markets according to Nielsen Audio's May
2020 PPM Report. This strong showing, together with our expanding
digital and social media metrics, drove notable aggregate audience
growth in the quarter."
"We've taken significant steps to safeguard our personnel while
also aligning our cost structure with current market conditions. In
addition, as a leading Spanish-language multi-media company and
certified minority business enterprise, we have placed total
emphasis on helping Latino communities navigate what has proven to
be one of the most difficult periods of their lives. We cherish
our audience and understand they know and trust our brands and have
strong connections with our innovative formats, on-air content and
leading talent."
"Looking forward, any marketplace uncertainty will be met with an
ironclad commitment to continue serving our Latino community, in
any and all ways possible."
"We will be working with the federal government and its
representatives, as well as with all state and local authorities,
in order to inform and assist our communities and thus continue
providing a voice for untold millions of our nation's citizens
during these unprecedented times."
A full-text copy of the Quarterly Report is available for free at:
https://is.gd/sTqgOV
About Spanish Broadcasting
Spanish Broadcasting System, Inc. (SBS) --
http://www.spanishbroadcasting.com/-- owns and operates radio
stations located in the top U.S. Hispanic markets of New York, Los
Angeles, Miami, Chicago, San Francisco and Puerto Rico, airing the
Tropical, Regional Mexican, Spanish Adult Contemporary, Top 40 and
Urbano format genres. SBS also operates AIRE Radio Networks, a
national radio platform of over 275 affiliated stations reaching
95% of the U.S. Hispanic audience. SBS also owns MegaTV, a network
television operation with over-the-air, cable and satellite
distribution and affiliates throughout the U.S. and Puerto Rico,
produces a nationwide roster of live concerts and events, and owns
a stable of digital properties, including La Musica, a mobile app
providing Latino-focused audio and video streaming content and
HitzMaker, a new-talent destination for aspiring artists.
Spanish Broadcasting recorded a net loss of $928,000 for the year
ended Dec. 31, 2019, compared to net income of $16.49 million for
the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$469.04 million in total assets, $549.34 million in total
liabilities, and a total stockholders' deficit of $80.30 million.
Crowe LLP, in Fort Lauderdale, Florida, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
March 30, 2020, citing that the 12.5% Senior Secured Notes had a
maturity date of April 15, 2017. Cash from operations or the sale
of assets was not sufficient to repay the notes when they became
due. In addition, at Dec. 31, 2019, the Company had a working
capital deficiency. These factors raise substantial doubt about
its ability to continue as a going concern.
SPEEDCAST INT'L: Committee Hires Husch Blackwell as Co-Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of SpeedCast
International Limited and its affiliates seeks approval from the
U.S. Bankruptcy Court for the Southern District of Texas to retain
Husch Blackwell, LLP.
Husch Blackwell will serve as conflicts counsel and as co-counsel
with Hogan Lovells US, LLP, the other firm tapped by the committee
to represent it in Debtors' Chapter 11 cases.
The standard hourly rates charged by Husch Blackwell range from
$365 to $850 for partners and senior counsel, $250 to $510 for
associates and senior attorneys, and $140 to $350 for paralegals.
The firm's services will be provided mainly by Randall Rios, Esq.,
and Timothy Million, Esq., who will charge $600 per hour and $500
per hour, respectively.
Mr. Rios, senior counsel at Husch Blackwell, 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:
Randall A. Rios, Esq.
Husch Blackwell LLP
600 Travis Street, Suite 2350
Houston, TX 77002
Tel: 713-647-6800
Fax: 713-647-6884
About SpeedCast International
Headquartered in New South Wales, Australia, SpeedCast
International Limited and its affiliates provide remote and
offshore satellite communications and information technology
services. SpeedCast's fully-managed service is delivered to more
than 2,000 customers in 140 countries via a global, multi-access
technology, multi-band and multi-orbit network of more than 80
satellites and an interconnecting global terrestrial network,
bolstered by on-the-ground local support from more than 40
countries. Speedcast services customers in sectors such as
commercial maritime, cruise, energy, mining, government, NGOs,
enterprise and media.
SpeedCast International and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-32243) on April 23, 2020. At the time of the filing, Debtors
each had estimated assets of between $500 million and $1 billion
and liabilities of the same range.
Judge David R. Jones oversees the cases.
Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel;
Herbert Smith Freehills as co-counsel with Weil; Moelis Australia
Ltd. as financial advisor; FTI Consulting Inc. as restructuring
advisor; and Kurtzman Carson Consultants LLC as claims agent.
The Office of the U.S. Trustee appointed a committee to represent
unsecured creditors in Debtors' bankruptcy cases. The committee is
represented by Hogan Lovells US, LLP.
SPEEDCAST INT'L: Committee Taps Berkeley as Financial Advisor
-------------------------------------------------------------
The official committee of unsecured creditors of SpeedCast
International Limited and its affiliates seeks approval from the
U.S. Bankruptcy Court for the Southern District of Texas to retain
Berkeley Research Group, LLC as its financial advisor.
The firm's services will include:
a) analyzing any business plan proposed by Debtors, including
revenue projections by vertical, bandwidth costs, employee needs
and costs, and cost saving opportunities;
b) assisting the committee's legal counsel in the
investigation of the secured lenders' liens, and in identifying
unencumbered assets;
c) advising the committee with respect to any
debtor-in-possession financing arrangement and the use of cash
collateral;
d) evaluating relief requested in cash management motion;
e) assisting the committee in its analysis and monitoring of
Debtors' and non-Debtor affiliates' financial affairs;
f) monitoring liquidity throughout the cases, including
scrutinizing cash disbursements to non-debtor entities;
g) developing a periodic monitor report to enable the
committee to evaluate Debtors' financial performance relative to
projections and any relevant operational issue on an ongoing
basis;
h) assisting the committee in reviewing and evaluating court
papers filed or to be filed by Debtors and other parties;
i) analyzing both historical and ongoing related party
transactions of Debtors and non-debtor affiliates;
j) assisting the committee in identifying and reviewing any
preferential payment, fraudulent conveyance and other potential
causes of action that Debtors' estates may hold against insiders
and third parties;
k) analyzing potential recoveries to unsecured creditors under
various scenarios;
l) negotiating a plan of restructuring and disclosure
statement and if applicable, preparing any bankruptcy plan proposed
by the committee;
m) monitoring Debtors' claims management process;
n) analyzing any asset sale proposed by Debtors;
o) assessing Debtors international operations;
p) assessing the impact of any insolvency proceedings in
foreign countries;
q) working with Debtors' tax advisors to ensure that any
restructuring or sale transaction is structured to minimize tax
liabilities to the estate;
r) working with Debtors' tax advisors to maximize the value of
U.S. and international tax attributes including any potential
refunds under the CARES act;
s) participating in meetings and discussions; and
t) providing expert reports or testimonies.
The firm's standard hourly rates as follows:
Managing Director $825 - $1,095
Director $625 - $835
Professional Staff $295 - $740
Support Staff $135 - $260
The professionals expected to provide the services are:
Christopher Kearns $1,095 per hour
Rick Wright $825 per hour
Michael Whalen $650 per hour
Farris Ashraf $415 per hour
Juliana Radovanovich $365 per hour
Christopher Kearns, managing director at Berkeley, disclosed in
court filings that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Christopher J. Kearns
Berkeley Research Group, LLC
810 Seventh Avenue, Suite 4100
New York, NY 10019
Tel: 646-205-9320
Fax: 646-454-1174
About SpeedCast International
Headquartered in New South Wales, Australia, SpeedCast
International Limited and its affiliates provide remote and
offshore satellite communications and information technology
services. SpeedCast's fully-managed service is delivered to more
than 2,000 customers in 140 countries via a global, multi-access
technology, multi-band and multi-orbit network of more than 80
satellites and an interconnecting global terrestrial network,
bolstered by on-the-ground local support from more than 40
countries. Speedcast services customers in sectors such as
commercial maritime, cruise, energy, mining, government, NGOs,
enterprise and media.
SpeedCast International and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-32243) on April 23, 2020. At the time of the filing, Debtors
each had estimated assets of between $500 million and $1 billion
and liabilities of the same range.
Judge David R. Jones oversees the cases.
Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel;
Herbert Smith Freehills as co-counsel with Weil; Moelis Australia
Ltd. as financial advisor; FTI Consulting Inc. as restructuring
advisor; and Kurtzman Carson Consultants LLC as claims agent.
The Office of the U.S. Trustee appointed a committee to represent
unsecured creditors in Debtors' bankruptcy cases. The committee is
represented by Hogan Lovells US, LLP.
STANFORD JONES: Bankr. Administrator Objects to Amended Disclosure
------------------------------------------------------------------
The Bankruptcy Administrator (BA) for the Northern District of
Alabama objects to the Amended Disclosure Statement and Plan filed
by debtor Stanford, Jones & Loyless, LLC.
In support of the objection, the Bankruptcy Administrator states as
follows:
* The BA does not see that any valuation motion has been
docketed in the case as of the time of preparation of the instant
pleading. Further, the Debtor should disclose the basis/provide
evidence for the $750,000 asserted value.
* The BA recognizes that the absolute priority rule and any new
value exception are confirmation issues; however, the BA has
elected to raise the concern now so that the Debtor will be aware
of the issue and perhaps include some clarity/modification at the
Disclosure Statement stage.
* BA avers that disclosure of information regarding the
principal(s) of American Interactive Marketing, LLC is needed.
A copy of the order dated June 5, 2020, is available at
https://tinyurl.com/y72mcllb from PacerMonitor at no charge.
About Stanford, Jones & Loyless
Based in Birmingham, Ala., Stanford, Jones & Loyless, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ala. Case No. 20-00503) on Feb. 6, 2020, listing under $1 million
in both assets and liabilities. Michael E Bybee, Esq., at the Law
Office of Michael E. Bybee, is the Debtor's legal counsel.
TOOJAY'S MANAGEMENT: Has Until August 27 to File Plan & Disclosure
------------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida, West Palm Beach Division, has entered an order
requiring TooJay's Management LLC and its debtor affiliates to file
a Plan and Disclosure Statement on or before August 27, 2020.
A copy of the order dated June 5, 2020, is available at
https://tinyurl.com/ya47xf6m from PacerMonitor at no charge.
About TooJay's Management
TooJay's Management LLC is a South Florida-based deli, bakery and
restaurant chain that serves guests in Palm Beach and Broward
counties, the Treasure Coast, the West Coast of Florida, the
Orlando area and The Villages. TooJay's offers homemade comfort
foods, handcrafted sandwiches and made-from-scratch soups, salads,
and baked goods. It operates 16 locations in different counties in
Florida.
TooJay's Management and 31 affiliates sought Chapter 11 protection
(Bankr. S.D. Fla. Case No. 20-14792) on April 29, 2020.
TooJay's Management was estimated to have $50 million to $100
million in assets and $10 million to $50 million in liabilities as
of the bankruptcy filing.
The Hon. Erik P. Kimball is the case judge.
Akerman LLP, a law firm based in Fort Lauderdale, Fla., originally
served as Debtors' legal counsel. The Debtors later hired Berger
Singerman LLP as counsel, replacing Akerman. Getzler Henrich &
Associates, LLC is Debtor's financial advisor.
TOPAZ VILLAS: Plan of Reorganization Confirmed by Judge
-------------------------------------------------------
Judge Jeffrey P. Norman has entered an order approving the amended
disclosure statement and confirming the amended chapter 11 plan
filed by Topaz Villas, L.P.
Except that the first sentence of paragraph 5.2.2. is replaced with
"Holders of General Unsecured Claims shall be paid in full in cash
on the date the confirmed plan becomes final and non-appealable."
A full-text copy of the amended plan of reorganization and amended
disclosure statement dated June 5, 2020, is available at
https://tinyurl.com/y83d6tgl from PacerMonitor at no charge.
Attorneys for Topaz VILLAS, L.P.:
Adam Corral
Susan Tran
Brendon Singh
CORRAL TRAN SINGH, LLP
1010 Lamar, Suite 1160
Houston TX 77002
Tel: (832) 975-7300
Fax: (832) 975-7301
E-mail: Susan.Tran@ctsattorneys.com
About Topaz Villas
Topaz Villas, LP is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)).
Topaz Villas filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 19-36697) on Dec. 2, 2019. The Hon. Jeffrey P.
Norman oversees the case.
In its petition, the Debtor was estimated to have $1 million to $10
million in both assets and liabilities. The petition was signed by
Ronald Lozoff, manager, Topaz Villas Development GP, LLC.
The Debtor is represented by Susan Tran Adams, Esq., at Corral Tran
Singh, LLP.
UNIT CORP: UPC Unsecured Creditors to Recover 3% to 6% in Plan
--------------------------------------------------------------
Unit Corporation and its five debtor affiliates, Unit Drilling
Company ("UDC"), Unit Petroleum Company ("UPC"), Unit Drilling USA
Colombia, L.L.C., Unit Drilling Colombia, L.L.C., and 8200 Unit
Drive, L.L.C. filed with the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, a Disclosure Statement
describing Joint Chapter 11 Plan of Reorganization dated June 9,
2020.
The Debtors are commencing solicitation of the Plan with the
support of the Restructuring Support Parties—all of the RBL
Lenders and Holders of more than 70% in principal amount of the
Subordinated Notes Claims—who entered into the restructuring
support agreement (the "RSA"), on May 22, 2020. Pursuant to the
RSA, the Restructuring Support Parties have agreed to a
deleveraging transaction that will eliminate more than $650 million
of funded debt and right-size the Debtors' balance sheets, while
maximizing recoveries for the Debtors' stakeholders.
The Plan is the result of significant arm's-length negotiations
with the Debtors’ key creditor constituents and provides for a
comprehensive restructuring of the Debtors’ balance sheets. The
Plan reflects the reality that, based upon projected market
conditions, operating performance, and cashflow projections, the
Debtors’ enterprise value is significantly less than the amount
of the Claims arising out of the Debtors’ funded debt
obligations, and the other Claims that are “impaired” pursuant
to the Plan.
Class A-5 Unit Corp. GUC Claims are expected to recover 4% to 9%.
They will receive a pro rata share of the Unit Corp. GUC Equity
Pool; provided, however, that if the Holder of an Allowed
Separation Claim (i) votes to accept the Plan and (ii) elects the
Separation Settlement Opt-In on its Ballot, such Holder will
instead receive cash payments in accordance with the Separation
Settlement Treatment.
Class A-8 Unit Corp. Interests will be cancelled, released,
discharged, and extinguished; provided, however, that each Holder
of a Unit Corp. Interest that does not elect the release opt-out
shall receive its Pro Rata share of the New Warrant Package.
Class B-5 UDC GUC Claims will receive either (i) payment in full in
Cash of such UDC GUC Claim in the ordinary course of business or
(ii) payment in full in Cash of such UDC GUC Claim upon the later
of (A) the Effective Date, (B) the date on which such UDC GUC Claim
becomes an Allowed UDC GUC Claim, or (C) such other date as may be
ordered by the Court.
Class B-7 UDC Interests will be reinstated as of the Effective Date
or, at the Reorganized Debtors' option, subject to the commercially
reasonable consent of the Majority Restructuring Support Parties,
canceled in exchange for replacement Interests in Reorganized UDC,
and no distribution shall be made on account of any UDC Interests.
Class C-5 UPC GUC Claims are projected to recover 3% to 6%. The
will receive a pro rata share of the UPC GUC Equity Pool.
Class C-7 UPC Interests will be reinstated as of the Effective Date
or, at the Reorganized Debtors' option, subject to the commercially
reasonable consent of the Majority Restructuring Support Parties,
canceled in exchange for replacement Interests in Reorganized UPC
and no distribution shall be made on account of any UPC Interests.
Class D-4 Other GUC Claims will receive either (i) payment in full
in Cash of such Other GUC Claim in the ordinary course of business
or (ii) payment in full in Cash of such Other GUC Claim upon the
later of (A) the Effective Date, (B) the date on which such Other
GUC Claim becomes an Allowed Other GUC Claim, or (C) such other
date as may be ordered by the Court.
Class D-6 Other Interests will be reinstated as of the Effective
Date or, at the Reorganized Debtors' option, subject to the
commercially reasonable consent of the Majority Restructuring
Support Parties, canceled in exchange for replacement Interests in
the Reorganized Other Debtors, as applicable.
On the Effective Date, the Debtors or the Reorganized Debtors, as
applicable, will make all distributions required to be made under
the Plan using Cash on hand as of the Effective Date, including
Cash from operations and the proceeds of borrowings under the DIP
Facility to the extent permitted by the terms of the DIP Credit
Agreement. All remaining cash on hand as of the Effective Date,
after payment of all distributions required to be made on the
Effective Date, including Cash from operations and the proceeds of
borrowings under the DIP Facility, but excluding the Cash funded
into the Professional Fee Escrow Account, shall be retained by or
transferred to, as applicable, the Reorganized Debtors.
On the Effective Date, the Reorganized Debtors will enter into the
Exit Facility in accordance with the terms of the Exit Facility
Term Sheet. The Reorganized Debtors may use the proceeds of the
Exit Facility for any purpose permitted by the Exit Facility
Documents, including the funding of distributions under the Plan
and satisfaction of ongoing working capital needs.
Distributions to Holders of Allowed UDC GUC Claims and Allowed
Other GUC Claims shall be funded from Cash on hand available on the
applicable distribution date.
A full-text copy of the disclosure statement dated June 9, 2020, is
available at https://tinyurl.com/y87y62fp from PacerMonitor at no
charge.
The Debtors are represented by:
Harry A. Perrin (TX 15796800)
Paul E. Heath (TX 09355050)
Matthew J. Pyeatt (TX 24086609)
1001 Fannin Street, Suite 2500
Houston, TX 77002-6760
David S. Meyer (admitted pro hac vice)
Lauren R. Kanzer (admitted pro hac vice)
1114 Avenue of the Americas, 32nd Floor
New York, NY 10036
VINSON & ELKINS LLP
About Unit Corporation
Unit Corporation (NYSE- UNT) (OTC Pink- UNTCQ) --
http://www.unitcorp.com/-- is a Tulsa-based, publicly held energy
company engaged through its subsidiaries in oil and gas
exploration, production, contract drilling and natural gas
gathering and processing.
On May 22, 2020, Unit Corporation and five affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. 20-32740) with a
pre-negotiated plan that reduces debt by $650 million.
Unit Corp. disclosed $2,090,052,000 in assets and $1,034,417,000 in
debt as of Dec. 31, 2019.
Vinson & Elkins L.L.P. is serving as legal advisor, Evercore Group
L.L.C. is serving as investment banker, and Opportune LLP is
serving as restructuring advisor to the Company. Prime Clerk LLC
is the claims agent, maintaining the
pagehttps://cases.primeclerk.com/UnitCorporation
Weil, Gotshal & Manges LLP is serving as legal advisor and
Greenhill & Co., LLC is serving as financial advisor to an ad hoc
group of holders of Subordinated Notes.
V S INVESTMENT: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of V S Investment Assoc LLC.
About V S Investment Assoc
V S Investment Assoc LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-11541) on May 29,
2020. At the time of the filing, the Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range. Judge Christopher M. Alston oversees the case. The Debtor
has tapped Bountiful Law, PLLC, as its legal counsel.
VICTERRA ENERGY: Committee Hires Locke Lord as Legal Counsel
------------------------------------------------------------
The official committee of unsecured creditors of Victerra Energy
Holding Co., LLC and its affiliates seeks authority from the U.S.
Bankruptcy Court for the Southern District of Texas to retain Locke
Lord, LLP as its legal counsel.
The firm's services will include:
a. advising the committee of its rights, powers and duties in
Debtor's Chapter 11 cases;
b. participating in in-person and telephonic meetings of the
committee and subcommittees;
c. assisting the committee in its meetings and negotiations
with Debtors and other parties;
d. assisting the committee in analyzing claims asserted
against, and interests in, Debtors and in negotiating with the
holders of such claims and interests;
e. reviewing Debtors' schedules of assets and liabilities,
statement of financial affairs and other financial reports;
f. assisting the committee in its investigation of the acts,
conduct, assets, liabilities, management and financial condition of
Debtors and of the historic and ongoing operation of their
businesses;
g. assisting the committee in its analysis of, and
negotiations with Debtors or any third party related to, financing,
asset disposition transactions, compromises of controversies, and
assumption and rejection of executory contracts and unexpired
leases;
h. assisting the committee in its analysis of, and
negotiations with Debtors or any third party related to, the
formulation, confirmation and implementation of a Chapter 11 plan;
i. assisting the committee with respect to communications with
the general creditor body regarding significant matters in Debtors'
cases;
j. responding to inquiries from creditors;
k. representing the committee at hearings and other court
proceedings;
l. preparing and reviewing legal papers;
m. assisting the committee in its review and analysis of, and
negotiations with the Debtors and their affiliates related to,
intercompany claims and transactions;
n. reviewing third party analyses or reports prepared in
connection with Debtors' assets, and potential claims and causes of
actio;
o. advising the committee regarding federal and state
regulatory issues; and
p. pursuing or participating in adversary proceedings,
contested matters and administrative proceedings.
Locke Lord's hourly rates are as follows:
Attorney $325 to $975
Paraprofessional $200 to $425
Locke Lord is a "disinterested person" within the meaning of
Bankruptcy Code Section 101(14), according to court filings.
The firm can be reached through:
Philip G. Eisenberg, Esq.
Locke Lord LLP
600 Travis, Suite 2800
Houston, TX 77002
Tel: 713-226-1200
Fax: 713-223-3717
About Victerra Energy Holding Co.
Victerra Energy Holding Co. 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. Visit https://victerra.com for more information.
Victerra and its affiliates filed Chapter 11 petitions (Bankr. S.D.
Tex. Lead Case No. 20-32487) on May 6, 2020. At the time of the
filing, Debtors were estimated to have $10 million to $50 million
in both assets and liabilities. Judge Marvin Isgur oversees the
cases.
Debtors have tapped Okin Adams, LLP as legal counsel; MACCO
Restructuring Group, LLC as financial advisor; and Buckley & Boots,
LLC as valuation advisor.
The Office of the U.S. Trustee appointed a committee to represent
unsecured creditors in Debtors' bankruptcy cases. The committee is
represented by Locke Lord, LLP.
WHITING PETROLEUM: Cedarview Objects to Plan Disclosures
--------------------------------------------------------
Cedarview Opportunities Master Fund, LP, as a holder of 1.25%
convertible senior notes due 2020 issued by Whiting Petroleum
Corporation and its Affiliated Debtors, joins in the Objection of
Delaware Trust Company to the Motion for entry of an Order
Approving the Adequacy of the Disclosure Statement filed by
Debtors.
Cedarview agrees with and joins in the arguments set forth in the
Convertible Notes Trustee's Objection. Cedarview incorporates by
reference the Convertible Notes Trustee's Objection and adopts the
arguments. Cedarview respectfully requests that the Court deny the
Disclosure Statement Motion absent significant changes thereto, as
more fully set forth in the Convertible Notes Trustee’s
Objection, and grant Cedarview such other and further relief as the
Court may deem just, proper, and equitable.
A full-text copy of Cedarview's objection to disclosure motion
dated June 5, 2020, is available at https://tinyurl.com/ycw5fy4r
from PacerMonitor at no charge.
Counsel for Cedarview:
BYMAN & ASSOCIATES PLLC
Randy W. Williams
7924 Broadway, Suite 104
Pearland TX 77581
Telephone: (281) 884-9262
E-mail: rww@bymanlaw.com
About Whiting Petroleum Corporation
Whiting Petroleum Corporation, a Delaware corporation --
http://www.whiting.com/-- is an independent oil and gas company
that explores for, develops, acquires and produces crude oil,
natural gas and natural gas liquids primarily in the Rocky Mountain
region of the United States. Its largest projects are in the Bakken
and Three Forks plays in North Dakota and Niobrara play in
northeast Colorado. Whiting Petroleum trades publicly under the
symbol WLL on the New York Stock Exchange.
Whiting Petroleum and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-32021) on April 1, 2020. At the time of the filing, the Debtors
disclosed $7,636,721,000 in assets and $3,611,750,000 in
liabilities. Judge David R. Jones oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis
International, LLP and Jackson Walker L.L.P. as legal counsel;
Moelis & Company as investment banker; Alvarez & Marsal as
financial advisor; Stretto as claims and solicitation agent, and
administrative advisor; and KPMG LLP US as tax consultant.
WHITING PETROLEUM: EJS Investment Objects to Disclosure Motion
--------------------------------------------------------------
EJS Investment Holdings, LLC, a substantial holder of the Whiting
Petroleum Corp. and their debtor affiliates' bonds, objects to
approval of the Disclosure Statement relating to the Joint Chapter
11 Plan of Reorganization of the Debtors.
EJS Investment objects to the Debtors’ request in the Disclosure
Statement Motion to reimburse or pay when due all fees and expenses
of the professionals retained by the Consenting Creditors.
EJS Investment asserts that the Restructuring Support Agreement—a
post-petition agreement that has not been approved by this
Court—is not a sufficient basis for saddling the Debtors’
Estates with this additional administrative burden, particularly
without any disclosure of, or justification for, such fees and
expenses being paid by the Estates.
EJS Investment further asserts that the Disclosure Statement fails
to provide adequate disclosure and therefore should not be approved
by this Court. The Bankruptcy Code mandates that a disclosure
statement must contain "adequate information" regarding a proposed
plan to holders of impaired claims and interests entitled to vote
on such plan.
The Disclosure Statement is and EJS incorporates by reference and
adopts in its entirety the objection filed by Delaware Trust
Company.
A full-text copy of EJS Investment's objection dated June 5, 2020,
is available at https://tinyurl.com/yaslwvjj from PacerMonitor at
no charge.
Counsel for EJS Investment:
MCDOWELL HETHERINGTON LLP
Jarrod B. Martin
1001 Fannin Street, Suite 2700
Houston, TX 77002
Tel: 713-337-5580
Fax: 713-337-8850
E-mail: Jarrod.Martin@mhllp.com
About Whiting Petroleum Corporation
Whiting Petroleum Corporation, a Delaware corporation --
http://www.whiting.com/-- is an independent oil and gas company
that explores for, develops, acquires and produces crude oil,
natural gas and natural gas liquids primarily in the Rocky Mountain
region of the United States. Its largest projects are in the Bakken
and Three Forks plays in North Dakota and Niobrara play in
northeast Colorado. Whiting Petroleum trades publicly under the
symbol WLL on the New York Stock Exchange.
Whiting Petroleum and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-32021) on April 1, 2020. At the time of the filing, the Debtors
disclosed $7,636,721,000 in assets and $3,611,750,000 in
liabilities. Judge David R. Jones oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis
International, LLP and Jackson Walker L.L.P. as legal counsel;
Moelis & Company as investment banker; Alvarez & Marsal as
financial advisor; Stretto as claims and solicitation agent, and
administrative advisor; and KPMG LLP US as tax consultant.
*********
Monday's edition of the TCR delivers a list of indicative prices
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
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Copyright 2020. All rights reserved. ISSN: 1520-9474.
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