/raid1/www/Hosts/bankrupt/TCR_Public/200831.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, August 31, 2020, Vol. 24, No. 243
Headlines
2231 BRANT STREET: Case Summary & Unsecured Creditor
51 EAST 73RD: Trustee Taps Joseph A. Broderick as Accountant
AAC HOLDINGS: Committee Hires Province, Inc as Financial Advisor
AAC HOLDINGS: Committee Seeks to Hire Cole Schotz as Counsel
ACE AUTO: Seeks to Hire Jason A. Burgess as Legal Counsel
AFTERMASTER INC: Case Summary & 20 Largest Unsecured Creditors
AJRANC INSURANCE: Voluntary Chapter 11 Case Summary
ALDRICH PUMP: Asbestos Committee Hires Caplin & Drysdale as Counsel
ALDRICH PUMP: Asbestos Committee Taps Hamilton Stephens as Counsel
ALDRICH PUMP: Asbestos Committee Taps Winston & Strawn as Counsel
APOLLO ENDOSURGERY: Board Approves Base Salaries Restoration
APOLLO ENDOSURGERY: Stockholders Pass 3 Proposals at Annual Meeting
APPLETON EXCHANGE: $656K Sale of Holyoke Property Sale Approved
ASCENA RETAIL: Seeks to Hire Kirkland & Ellis as Legal Counsel
ASCENA RETAIL: Seeks to Hire Prime Clerk as Administrative Advisor
ASCENA RETAIL: Taps Alvarez & Marsal as Restructuring Advisor
ASCENA RETAIL: Taps Cooley LLP as Co-Counsel
ASCENA RETAIL: Taps Guggenheim Securities as Investment Banker
ASTROTECH CORP: Extends Maturity Date on $2.5-Mil. Notes to 2021
AVIVAR HOSPITALITY: Case Summary & 18 Unsecured Creditors
BLUE STAR: Case Summary & 6 Unsecured Creditors
BROWNIE'S MARINE: Incurs $297K Net Loss in First Quarter
BRUIN E&P: Seeks to Hire Jackson Walker as Conflicts Counsel
BRUIN E&P: Seeks to Hire Kirkland & Ellis as Legal Counsel
BRUIN E&P: Seeks to Hire PJT Partners as Investment Banker
CAH ACQUISITION 12: Trustee Seeks to Hire Special Counsel
CAH ACQUISITION 7: Trustee Seeks to Hire Special Counsel
CALLON PETROLEUM: Swings to $1.56 Billion Net Loss in 2nd Quarter
CALLON PETROLEUM: To Effect 1-for-10 Reverse Stock Split
CAMERON TRANSPORT: Seeks to Hire Colligan Law as Legal Counsel
CATSKILL DISTILLING: $3.1M Sale of All Assets to SVG Approved
CHESAPEAKE ENERGY: Committee Taps AlixPartners as Financial Advisor
CHESAPEAKE ENERGY: Davis, Vinson Update on FILO Term Lender Group
COCRYSTAL PHARMA: H.C. Wainwright Underwrites 14.3M Stock Offering
COMCAR INDUSTRIES: Seeks to Hire Cherry Bekaert as Tax Consultant
COUNTERPATH CORP: Launches $5M At-The-Market Offering Program
DESTINATION HOPE: Case Summary & 20 Largest Unsecured Creditors
DOLPHIN ENTERTAINMENT: Acquires Be Social for $2.2 Million
DOUBLE G BRANDS: Sale of All Assets to Naked Foods Approved
ELITE PHARMACEUTICALS: CEO Converts Pref. Stock Into Common Stock
ENGINEERED PROPULSION: Taps Jarchow Law as Corporate Counsel
FACTOM INC: Touts Business Prospects in Amended Plan
FINANCIAL GRAVITY: Incurs $271K Net Loss in Third Quarter
FREDERICK D. FEIGL: $13K Sale of 1959 Cessna C-172 to Hammock OK'd
FREDERICK D. FEIGL: $945K Sale of Streetman Property Approved
FRONTIER COMMUNICATIONS: Paul, Weiss 3rd Update on First Lien Group
GAIL HALPERN: $4M Sale of Palm Beach Gardens Property to Meyers OKd
GB SCIENCES: Incurs $13.1 Million Net Loss in Fiscal 2020
GNC HOLDINGS: Debtor Will Restructure with the Proceeds of $525M
GRESHAM HOTEL: Hires Michael D. O'Brien as Counsel
HAGUE TEXTILES: Unsecureds Get 20% Dividend in Bootstrap Plan
HEART CONSULTANTS: Seeks to Hire Frank Morris as Legal Counsel
HEART CONSULTANTS: Taps Precision Healthcare as Office Manager
HOPEDALE MINING: Ice Miller Represents Utility Companies
HOPEDALE MINING: Law Firm of Russell Represents Utility Companies
HORTON INVESTMENTS: Voluntary Chapter 11 Case Summary
HOUGHTON MIFFLIN: Moody's Cuts CFR to Caa1, Outlook Stable
HUDBAY MINERALS: Moody's Alters Outlook on B2 CFR to Stable
IFRESH INC: Acquires $100% Interests in Jiuxiang Blue Sky
IRONCLAD ENCRYPTION: Voluntary Chapter 11 Case Summary
J & H CONSTRUCTION: Taps Lefkovitz & Lefkovitz as Counsel
J. BRITO TRANS: Unsecured Creditors to Recover 30% in Plan
J.C. PENNEY: Bell Nunnally Represents Century, Silos Harvesting
J.C. PENNEY: Milbank, Porter Update on First Lien Group
JDFIU HOGAN: Seeks to Employ CBRE Inc as Listing Agent
JORDAN LANDING: Taps McCraney Montagnet as Bankruptcy Counsel
KAYA HOLDINGS: To Report to Shareholders Q2 Results of Operations
KEAST ENTERPRISES: Easton Buying Cyclone Feedlot for $500K
LAMPKINS PATTERSON: Unsecureds to Get 10% in Plan
LBD PLLC: Seeks Approval to Hire Streamline Accounting
LEGENDS GOLF: Seeks to Hire Bartolone Law as Legal Counsel
LEVEL SOLAR: Unsecured to Get Remaining of Creditor Trust Proceeds
LITTLE DISCOVERIES: Unsecureds to Get 100% in 132 Months
MANITOWOC COMPANY: Moody's Lowers CFR to B3, Outlook Stable
MANNKIND CORP: Chief Medical Officer Resigns
MEDCARE PEDIATRIC: Court Approves Disclosure Statement
MEDICAL DIAGNOSTIC: Unsecureds to Get Remaining Funds
MERCURITY FINTEC: Appoints Chief Financial Officer
MICKEY SHORTS: Sale of 2012 Hyundai Accent to Sister Approved
MLK ALBERTA: Sept. 2 Hearing on Disclosure Statement
MOHEGAN TRIBAL: Incurs $140 Million Net Loss in Second Quarter
MOHEGAN TRIBAL: Incurs $50 Million Net Loss in Third Quarter
MUSCLEPHARM CORP: Incurs $19 Million Net Loss in 2019
MUSCLEPHARM CORP: Incurs $4.5 Million Net Loss in Q1 2019
MUSCLEPHARM CORP: Incurs $5.88 Million Net Loss in Q2 2019
MUSCLEPHARM CORP: Issues Amended $2.7M Convertible Note to CEO
NOBLE CORPORATION: Foley, Kramer Represent Guaranteed Group
NORTH PACIFIC: Seeks to Defer Disclosures Hearing to Sept. 16
NORTH PACIFIC: Sept. 16 Hearing on Disclosure Statement
NORTHWEST CHRISTIAN: Moody's Rates 2020A/B Revenue Bonds Ba2
NRCT LLC: Unsecured Claims Unimpaired in Plan
NUZEE INC: Clarifies Statements Regarding its Business
OCEAN POWER: Taps Gilar Prakoso as Asia-Pacific Representative
OHIO CITY NAILS: Seeks Approval to Hire Bankruptcy Attorney
OLIVER C&I: Seeks to Hire POA Law as Special Counsel
OMNI BAY: Unsecureds to be Paid in Full in Plan
ORIGINCLEAR INC: Holders Convert $21K Notes Into Equity
PENNYMAC MORTGAGE: Moody's Confirms Ba3 CFR, Outlook Negative
PETSWAY INC: Unsecured Creditors Will be Paid 50% in Plan
PHYTO-PLUS: Unsecureds Will Get Pro Rata of Cash From Plan Trust
PORTERS NECK COUNTRY: $4M Private Sale of PNCC Property Approved
PRECIPIO INC: Hikes CEO & CFO's Base Salaries by US$50K
PURE BIOSCIENCE: Needs Positive Cash Flow to Remain Going Concern
R.A. BORRUSO: Voluntary Chapter 11 Case Summary
RALPH M. COOKE: $1.3M Sale of DC Properties to 46th Place Approved
REMINGTON OUTDOOR: Sandy Hook Families' Discovery Bid Okayed
REWALK ROBOTICS: Court of Appeals Dismisses Securities Lawsuit
RGN-ATLANTA XXXV: Case Summary & Unsecured Creditor
RGN-LEHI: Voluntary Chapter 11 Case Summary
RILEY DRIVE: $25K Sale of Resto Bar Assets to City Center Approved
RIOT BLOCKCHAIN: Signs New Sale and Purchase Agreement with Bitmain
ROBBIN'S NEST: Seeks to Hire Margaret M. McClure as Counsel
ROCK CREEK: Unsecureds to Have 100% Payout in Plan
ROCKPORT DEVELOPMENT: Oct. 8 Status Conference
ROVIG MINERALS: Claims Have Reached to Settlement
SADDY FAMILY: $209K Sale of Seaside Heights to Velpax Property OK'd
SADDY FAMILY: $79K Sale of Seaside Heights to Velpax Property OK'd
SAEXPLORATION HOLDINGS: Case Summary & 31 Top Unsecured Creditors
SALEM MEDIA: Incurs $2.51 Million Net Loss in Second Quarter
SELLING N ATLANTA: Hires Lewis Brisbois as Bankruptcy Counsel
STAR PETROLEUM: Court Approves Disclosure Statement
SUGARLOAF HOLDINGS: Trustee Hires McKay Burton as Counsel
SUMMIT MIDSTREAM: Launches Tender Offers for 2025 and 2022 Notes
SUMMIT MIDSTREAM: Posts $56.7-Mil. Net Income in Second Quarter
SUN PACIFIC: Board Approves Reverse Stock Split
SUNEX INTERNATIONAL: Unsecureds may recover 5-10% of Claim
SUNPOWER CORP: Closes Maxeon Solar Spin-Off Transaction
TAILORED BRANDS: Law Firm of Russell Represents Utility Companies
TASEKO MINES: Moody's Alters Outlook on Caa1 CFR to Stable
TD HOLDINGS: Disposes of Hong Kong Subsidiary
TEKNIA NETWORKS: Case Summary & 20 Largest Unsecured Creditors
TEMPLAR ENERGY: Plan Mulls Up to $8.7M for Wind Down
TH REMODELING: Court Approves Disclosure Statement
TRB RICHARDSON: Seeks to Hire Henry & Regel as Counsel
TROIANO TRUCKING: Trustee's $3M Sale of Assets to Homeland Approved
TROIANO TRUCKING: Trustee's $3M Sale of Assets to Recycleworks OK'd
TWISTLEAF HOLDINGS: Files Brief in Support of Plan Confirmation
VERITAS FARMS: Incurs $1.23 Million Net Loss in Second Quarter
WALKER INVESTMENT: Sept. 14 to File Disclosures and Plan
WILDWOOD VILLAGES: Case Summary & 20 Largest Unsecured Creditors
WSRE GEORGIA: Seeks to Hire Lewis Brisbois as Counsel
[^] BOND PRICING: For the Week from August 24 to 28, 2020
*********
2231 BRANT STREET: Case Summary & Unsecured Creditor
----------------------------------------------------
Debtor: 2231 Brant Street, LLC
615 C. St., #321
San Diego, CA 92101
Business Description: 2231 Brant Street, LLC is a Single Asset
Real Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: August 28, 2020
Court: United States Bankruptcy Court
Southern District of California
Case No.: 20-04319
Debtor's Counsel: Ahren A. Tiller, Esq.
BANKRUPTCY LAW CENTER
1230 Columbia St., Suite 1100
San Diego, CA 92101
Tel: 619-894-8831
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Patricia Daniela Gomez, managing
member.
The Debtor listed International Fidelity Insurance Company as its
sole unsecured creditor holding an unknown amount of claim.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/W5ITISA/2231_Brant_Street_LLC__casbke-20-04319__0001.0.pdf?mcid=tGE4TAMA
51 EAST 73RD: Trustee Taps Joseph A. Broderick as Accountant
------------------------------------------------------------
Lori Jones, the Chapter 11 trustee for 51 East 73rd St LLC, seeks
approval from the U.S. Bankruptcy Court for the Southern District
of New York to retain Joseph S. Broderick, P.C. as her accountant.
Services the Broderick Firm will render are:
a. advise the Trustee regarding tax consequences of potential
exit strategies;
b. perform tax compliance work, including preparing, as may be
necessary, Schedule Cs, 1099s, estate tax returns and schedules,
and appropriate 505(b) letters and tax filing instructions;
c. prepare, as may be necessary, monthly operating reports;
d. review pre- and post-petition transfers;
e. review tax claims;
f. prepare financial information for a plan;
g. communicate with taxing authorities;
h. assist in preparing lists of financial documents for
discovery;
i. attend meetings and participate in telephone calls as
requested by the Trustee;
j. prepare fee applications for the Broderick Firm; and
k. assist and advise with such other matters as directed by
the Trustee in
connection with her statutory duties consistent with the services
provided concerning accounting and tax services.
Joseph A. Broderick will be paid at these hourly rates:
Partners $350
Seniors $190
Paraprofessionals $100
Joseph A. Broderick will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Joseph Broderick, partner of Joseph A. Broderick, P.C., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Joseph A. Broderick can be reached at:
Joseph Broderick
JOSEPH A. BRODERICK, P.C.
734 Walt Whitman Road, Suite 204
Melville, NY 11747
Tel: (631) 462-1779
About 51 East 73rd St
51 East 73rd St, LLC, owns and operates a real estate located at
51-53 East 73rd Street, N.Y.
51 East 73rd St sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-10683) on March 3,
2020. At the time of the filing, Debtor disclosed assets of
between $10 million and $50 million and liabilities of the same
range. The Debtor is represented by Leo Fox, Esq.
Lori Lapin Jones, Esq., was appointed as the Debtor's Chapter
trustee. The trustee is represented by LaMonica Herbst &
Maniscalco, LLP.
AAC HOLDINGS: Committee Hires Province, Inc as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of AAC Holdings, Inc.
and its debtor-affiliates seeks authority fro, the US Bankruptcy
Court for the District of Delaware to retain Province, Inc. as its
financial advisor.
The Committee requires Province to:
a. become familiar with and analyzing the Debtors' DIP budget,
assets and liabilities, and overall financial condition;
b. review financial and operational information furnished by
the Debtors;
c. monitor the sale process, reviewing bidding procedures,
stalking horse bids, APAs, interfacing with the Debtors'
professionals, and advising the Committee regarding the process;
d. based on the team's experience in financing and marketing
healthcare services assets and in particular, behavioral health
assets, cooperate with Debtors' professionals in augmenting any
sale or other process as requested by the Committee or by Debtors;
e. scrutinize the economic terms of various agreements,
including, but not limited to, the Debtors' KEIP and KERP and
various professional retentions;
f. analyze the Debtors' proposed business plans and developing
alternative scenarios, if necessary;
g. assess the Debtors' various pleadings and proposed
treatment of unsecured creditor claims therefrom;
h. prepare, or review as applicable, avoidance action and
claim analyses;
i. assist the Committee in reviewing the Debtors' financial
reports, including, but not limited to, SOFAs, Schedules, DIP
budgets, and Monthly Operating Reports;
j. advise the Committee on the current state of these chapter
11 cases;
k. advise the Committee in negotiations with the Debtors and
third parties as necessary;
l. if necessary, participate as a witness in hearings before
the bankruptcy court with respect to matters upon which Province
has provided advice; and
m. other activities as are approved by the Committee, the
Committee's counsel, and as agreed to by Province.
The firm's standard hourly rates are as follows:
Principal $880 - $975
Managing Director $670 - $790
Senior Director $600 - $670
Director $550 - $600
Vice President $510 - $550
Senior Associate $430 - $510
Associate $360 - $430
Analyst $240 - $430
Paraprofessionals $185
Edward Kim, a managing director at Province, disclosed in court
filings that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Edward Kim
Province Inc.
2360 Corporate Circle, Suite 330
Henderson, NV 89074
Tel: (702) 685-5555
Email: ekim@provincefirm.com
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. The Debtors disclosed $449.35 million in assets and
$517.40 million in liabilities as of Feb. 29, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors 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 the Debtors' notice, claims and balloting agent and
administrative advisor.
AAC HOLDINGS: Committee Seeks to Hire Cole Schotz as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of AAC Holdings, Inc.
and its debtor-affiliates seeks authority fro, the US Bankruptcy
Court for the District of Delaware to retain the law firm of Cole
Schotz P.C. as its counsel.
The Committee requires Cole Schotz to:
a. serve as counsel to the Committee;
b. provide legal advice with respect to the Committee's
powers, rights, duties, and obligations in the Chapter 11 Cases;
c. assist and advise the Committee in its consultations with
the Debtors regarding the administration of the Chapter 11 Cases;
d. assist the Committee in reviewing and negotiating terms for
unsecured creditors with respect to (i) the execution of a
debtor-in-possession financing facility and the use of cash
collateral, (ii) the sale of the Debtors' assets, including
negotiating bid procedures and proposed asset purchase agreements,
(iv) the confirmation of a chapter 11 plan of reorganization or
liquidation, and (iii) other requests for relief which would impact
unsecured creditors;
e. investigate the liens asserted by the Debtors' lenders and
any potential causes of action against the Debtors' lenders;
f. advise the Committee on the corporate aspects of the
Debtors' reorganization or liquidation and the plan(s) or other
means to effect reorganization or liquidation as may be proposed in
connection therewith, and participation in the formulation of any
such plan(s) or means of implementing reorganization or
liquidation, as necessary;
g. take all necessary actions to protect and preserve the
estates of the Debtors for the benefit of creditors, including the
investigation of the acts, conduct, assets, liabilities, and
financial condition of the Debtors, the investigation of the prior
operation of the Debtors' businesses and the investigation and
prosecution of estate claims, causes of action, and any other
matters relevant to the Chapter 11 Cases;
h. prepare on behalf of the Committee all necessary motions,
applications, complaints, answers, orders, reports, papers and
other pleadings and filings in connection with the Committee's
duties in the Chapter 11 Cases;
i. advise and represent the Committee in hearings and other
judicial proceedings in connection with all necessary motions,
applications, objections and other pleadings, and otherwise
protecting the interests of those represented by the Committee;
and
j. performing all other necessary legal services as may be
required and authorized by the Committee that are in the best
interests of general unsecured creditors.
Cole Schotz will be paid at these hourly rates:
Members and Special Counsel $405 to $950
Associates $275 to $510
Paralegals $200 to $310
Litigation Support Specialists $305 to $405
Cole Schotz will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Justin R. Alberto, Esq., Member of the law firm of Cole Schotz
P.C., attests that his firm is disinterested within the meaning of
section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Alberto discloses that there are no alternative fee arrangements
from customary billing and that no professional varies his or her
rate based on geographic location.
Mr Alberto further discloses that Cole Schotz has not represented
the Committee or any member of the Committee in the 12 months
prepetition; and the firm is in the process of developing a
prospective budget and staffing plan for the Committee's review and
approval.
The firm can be reached through:
Justin R. Alberto, Esq.
Cole Schotz P.C.
500 Delaware Avenue, Suite 1410
Wilmington, Delaware 19801
Tel: (302) 652-3131
Fax: (302) 652-3117
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. The Debtors disclosed $449.35 million in assets and
$517.40 million in liabilities as of Feb. 29, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors 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 the Debtors' notice, claims and balloting agent and
administrative advisor.
ACE AUTO: Seeks to Hire Jason A. Burgess as Legal Counsel
---------------------------------------------------------
Ace Auto Recovery, Inc. seeks authority from the United States
Bankruptcy Court for the Middle District of Florida to hire the Law
Offices of Jason A. Burgess, LLC, as its counsel.
The professional services that Jason A. Burgess will render are:
a. give advice to the Debtor with respect to its powers and
duties as debtor-in-possession and the continued management of its
business;
b. advise the Debtor with respect to its responsibilities in
complying with the US Trustee's Operating Guidelines and Reporting
Requirements and with the Local Rules of this Court;
c. prepare motions, pleadings, orders, applications,
disclosure statements, plans of reorganization, commence adversary
proceedings, and prepare other such legal documents necessary in
the administration of this case;
d. protect the interest of the Debtor in all matters pending
before the Court; and
e. represent the Debtor in negotiations with their creditors
and in preparation of the disclosure statement and plan of
reorganization.
Jason A. Burgess agreed to a minimum fee of $8,717.
Mr. Burgess disclosed in court filings that he does not represent
any interest adverse to Debtor and its bankruptcy estate.
The firm can be reached through:
Jason A. Burgess, Esq.
The Law Offices of Jason A. Burgess, LLC
1855 Mayport Road
Atlantic Beach, Florida 32233
Phone: (904) 372-4791
Facsimile: (904) 372-4994
Email: jason@jasonAburgess.com
About Ace Auto Recovery, Inc.
Ace Auto Recovery, Inc. is a towing service provider in
Jacksonville, Florida.
Ace Auto Recovery, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-02328) on Aug. 4, 2020. The petition was signed by Michael R.
Steinman Sr., president. At the time of filing, the Debtor
estimated $1,112,996 in assets and $1,835,999 in liabilities. Jason
A. Burgess, Esq. at THE LAW OFFICES OF JASON A. BURGESS, LLC,
represents the Debtor as counsel.
AFTERMASTER INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Aftermaster, Inc.
FDBA Studio One Media, Inc.
6671 Sunset Blvd., Suite 1520
Los Angeles, CA 90028
Business Description: Aftermaster, Inc. -- https://aftermaster.com
-- is an audio technology company that
specializes in the development of
proprietary and groundbreaking audio
technologies and products. Aftermaster is a
groundbreaking and revolutionary audio
technology developed for mastering, re-
mastering and processing of audio.
Chapter 11 Petition Date: August 28, 2020
Court: United States Bankruptcy Court
District of Delaware
Case No.: 20-12017
Judge: Hon. John T. Dorsey
Debtor's Counsel: Charles J. Brown, III, Esq.
GELLERT SCALI BUSENKELL & BROWN, LLC
1201 N. Orange Street
Suite 300
Wilmington, DE 19801
Tel: 302-425-5813
Email: cbrown@gsbblaw.com
Total Assets: $436,707
Total Liabilities: $7,200,738
The petition was signed by Larry Ryckman, 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://www.pacermonitor.com/view/SAUCB6I/Aftermaster_Inc__debke-20-12017__0001.0.pdf?mcid=tGE4TAMA
AJRANC INSURANCE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: AJRANC Insurance Agency, Inc.
1128 Lake Hanna Dr.
Lutz, FL 33549
Chapter 11 Petition Date: August 27, 2020
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 20-06493
Debtor's Counsel: Scott A. Stichter, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 E. Madison St., Suite 200
Tampa, FL 33602
Tel: 813-229-0144
Email: sstichter@srbp.com
Total Assets as of July 31, 2020: $1,869,283
Total Liabilities as of July 31, 2020: $1,920,494
The petition was signed by Anthony L. Borruso, president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/2ORNNIQ/AJRANC_Insurance_Agency_Inc__flmbke-20-06493__0001.0.pdf?mcid=tGE4TAMA
ALDRICH PUMP: Asbestos Committee Hires Caplin & Drysdale as Counsel
-------------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants of
Aldrich Pump LLC, and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Western District of North Carolina to
retain Caplin & Drysdale, Chartered and Robinson & Cole, LLP as its
counsel.
The Committee requires the counsels to:
a. assist and advise the Committee in evaluating the Debtors'
chapter 11 filing;
b. assist and advise the Committee in its discussions with the
Debtors, any appointed future claims representative, and other
parties-in-interest regarding the overall administration of these
Chapter 11 Cases;
c. assist and advise the Committee in its examination and
analysis of the conduct of the Debtors' affairs;
d. analyze, advise and represent the Committee with regard to
any causes of action belonging to the Debtors' estate, including,
without limitation, review and investigating pre-petition
transactions in which the Debtors and/or its insiders were
involved, including coordination with
any Special Litigation Counsel hired to represent the Committee;
e. assist, advise, and represent the Committee in analyzing
and investigating the acts, conduct, assets, liabilities, corporate
structure, and financial condition of the Debtors, including,
without limitation, the Debtors' financial disclosures and related
matters, the Debtors' operations, and any other matters relevant to
this case;
f. review and analyze pleadings, orders, schedules, and other
documents filed and to be filed with this Court by interested
parties in this case; advise the Committee as to the necessity,
propriety, and impact of the foregoing upon this case; and
responding, including consenting or objecting, to pleadings or
orders on behalf of the Committee, as appropriate;
g. assist the Committee in preparing such applications,
motions, memoranda, proposed orders, and other pleadings as may be
required in support of positions taken by the Committee, including
all trial preparation as may be necessary;
h. represent the Committee at hearings to be held before this
Court and communicating with the Committee regarding the matters
heard and the issues raised as well as the decisions and
considerations of this Court, including without limitation, any
estimation hearing and related hearings;
i. confer with the professionals retained by the Debtors, the
future claims representative, and other parties-in-interest, as
well as with such other professionals as may be selected and
employed by the Committee;
j. coordinate the receipt and dissemination of information
prepared by and received from the Debtors' professionals, as well
as such information as may be received from professionals engaged
by the future claims representative, the Committee, or other
parties-in-interest in this case;
k. participate in such examinations of the Debtors and other
witnesses as may be necessary in connection with these Chapter 11
Cases;
l. negotiate and formulate any plan of reorganization and
section 524(g) personal injury trust for the Debtors that may be
proposed in this case; and
m. assist the Committee generally in performing such other
services as may be desirable or required for the discharge of the
Committee's duties.
The current standard hourly rates for the Committee Counsel
attorneys and paraprofessionals are:
Caplin & Drysdale
Partners $540-$1,470 per hour
Of Counsel $515-$1,120 per hour
Associates $325-$535 per hour
Paralegals $295-$340 per hour
Robinson+Cole
Partners $430-$960 per hour
Of Counsel $360-$610 per hour
Associates $250-$570 per hour
Paralegals $190-$380 per hour
Caplin & Drysdale and Robinson+Cole are "disinterested persons,"
and do not hold or represent interests adverse to the Debtors'
estate with respect to the matters for which the Committee Counsel
is to be employed, as required by Bankruptcy Code Section 328(c),
according to court filings.
The firm can be reached through:
Kevin C. Maclay, Esq.
Caplin & Drysdale, Chartered
600 Lexington Avenue, 21st Floor
New York, NY 10022
Tel: (212) 379-6000
Fax: (212) 379-6001
Natalie D. Ramsey, Esq.
Robinson & Cole, LLP
111 Washington Avenue, Third Floor
Albany, NY 12210
Tel: 518-463-4560
Fax: 518-463-0416
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.
The Debtors 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.
ALDRICH PUMP: Asbestos Committee Taps Hamilton Stephens as Counsel
------------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants of
Aldrich Pump LLC, and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Western District of North Carolina to
retain Hamilton Stephens Steele + Martin, PLLC as its local
counsel, effective as of July 6, 2020.
The Committee requires Hamilton Stephens to:
a. assist and advise the Committee in its consultations with
the Debtors and other parties in interest relative to the overall
administration of the estate;
b. represent the Committee at hearings to be held before this
Court or Federal District Court or any appellate courts and
communicating with the Committee and lead counsel regarding the
matters heard and issues raised as well as the decisions and
considerations of this Court and any other courts;
c. assist and advise the Committee and lead counsel in its
examination and analysis of the Debtors’ conduct and financial
affairs;
d. review and analyze applications, orders, operating reports,
schedules and statements of affairs filed and to be filed with this
Court by the Debtors or other interested parties in this case;
advising the Committee as to the necessity and propriety of the
foregoing and their impact upon the rights of asbestos-related
claimants, and upon the case generally; and after consultation with
and approval of the Committee or its designee(s), consenting to
appropriate orders on its behalf or otherwise objecting thereto;
e. research, develop and strategize with respect to
representing the Committee in any causes of action belonging to the
estate including with respect to pre-bankruptcy transfers and
corporate transactions;
f. assist the Committee and lead counsel in preparing
appropriate legal pleadings and proposed orders as may be required
in support of positions taken by the Committee and preparing
witnesses and reviewing documents relevant thereto;
g. coordinate the receipt and dissemination of information
prepared by and received from the Debtors’ independent certified
accountants or other professionals retained by it as well as such
information as may be received from independent professionals
engaged by the Committee, as applicable;
h. assist the Committee and lead counsel in the solicitation
and filing with the Court of acceptances or rejections of any
proposed plan or plans of reorganization;
i. assist and advise the Committee with regard to
communications to the asbestos-related claimants regarding the
Committee's efforts, progress and recommendation with respect to
matters arising in the case as well as any proposed plan of
reorganization;
j. assist the Committee and lead counsel generally by
providing such other services as may be in the best interest of the
creditors represented by the Committee in the discharge of its
duties; and
k. assist and advise the Committee and lead counsel with
regard to the local rules and practice of this Court and the United
States District Court for the Western District of North Carolina.
Hamilton Stephens's hourly rates are:
Partners $325-$575
Associates $250-$325
Paralegals $125-$175
Hamilton Stephens is a "disinterested person," and does not hold or
represent an interest adverse to the Debtors' estates with respect
to the matters for which the Committee Counsel is to be employed,
as required by Bankruptcy Code Section 328(c).
The counsel can be reached through:
Glenn C Thompson, Esq.
Hamilton Stephens Steele + Martin, PLLC
525 North Tryon Street, Suite 1400
Charlotte, NC 28202
Phone: 704-344-1117
Fax: 704-344-1483
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.
The Debtors 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.
ALDRICH PUMP: Asbestos Committee Taps Winston & Strawn as Counsel
-----------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants of
Aldrich Pump LLC, and its debtor-affiliates seeks authority from
the U.S. Bankruptcy Court for the Western District of North
Carolina to employ Winston & Strawn LLP as its special litigation
counsel.
The Committee requires the counsel to:
a. assist and advise the Committee in investigating and, if
appropriate, pursuing fraudulent conveyance and related claims
against the Debtors, their parents and affiliates stemming from
such investigation; and
b. assist the Committee in performing such other services as
may be desirable or required for the discharge of the Committee's
duties pursuant to section 1103 of the Bankruptcy Code.
The hourly rates charged by Winston professionals are:
David Neier Partner $1,285
Suzanne Jaffe Bloom Partner $1,195
George E. Mastoris Partner $1,125
Carrie V. Hardman Partner $930
Gretchen Vetter Scavo Partner $920
John Tschirgi Associate $885
Cristina Calvar Associate $885
Samantha Ruppenthal Associate $660
Michael T. Leary Associate $660
Category U.S. Rate Range
Partners $615 - $1,740
Of Counsel $745 - $1,120
Associates $580 - $915
Paralegals $195 - $395
Practice Support $155 - $625
David Neier, Esq., a partner at Winston, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
Winston can be reached through:
David Neier, Esq.
Winston & Strawn LLP
200 Park Avenue
New York, NY 10166
Tel: (212) 294-3547
Fax: (212) 294-4700
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.
The Debtors 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.
APOLLO ENDOSURGERY: Board Approves Base Salaries Restoration
------------------------------------------------------------
As previously reported on the definitive proxy statement on
Schedule 14A for the 2020 Annual Meeting of Stockholders held on
Aug. 25, 2020 and the Current Report on Form 8-K, filed with the
SEC on April 20, 2020, in connection with efforts to preserve the
liquidity of Apollo Endosurgery, Inc., the Board of Directors of
the Company temporarily reduced the retainer fees for non-employee
directors by 50% and the Compensation Committee of the Board of
Directors of the Company approved management's plan to temporarily
reduce the base salaries of employees and executive officers. On
Aug. 25, 2020, the Board of Directors approved (i) the restoration
of non-employee director quarterly cash retainers to be equal to
75% of pre-reduction levels for the third quarter of 2020 and 100%
of pre-reduction levels for the fourth quarter of 2020 and beyond,
and (ii) a plan for the restoration of the base salaries of
employees and executive officers.
The base salary restoration plan for executive officers includes
(i) the restoration of 42% of each executive officer's annualized
salary reduction, effective Sept. 1, 2020, (ii) the restoration of
each executive officer's base salary to 100% of pre-reduction
levels, effective Nov. 1, 2020, and (iii) a payment on Nov. 1, 2020
equal to the remaining 58% of each executive officer's annualized
salary reduction for the period from Sept. 1, 2020 through Oct. 31,
2020. Items (ii) and (iii) above remain contingent on the Board of
Director's further review and determination, made solely in the
judgement of the Board of Directors, that the Company's business
has not been further materially disrupted by the COVID-19 pandemic
during the period from Sept. 1, 2020 through Oct. 31, 2020.
Restored pre-reduction salaries are based on each executive
officer's 2019 base salary levels.
The following table sets forth the restoration plan and amounts for
the Company's three named executive officers.
Annualized Annualized
Name and Base Salary Base Salary
Principal Effective Effective
Position Sept. 1, 2020 Nov. 1, 2020
-------- ------------- ------------
Todd Newton
Chief Executive Officer $236,231 $424,360
Stefanie Cavanaugh
Chief Financial Officer $182,605 $296,677
Bret Schwartzhoff
Vice President, North
America Sales and
Global Marketing $183,454 $298,700
Total Potential
Discretionary
Nov. 1, 2020
Name Payment
-------- ---------------
Todd Newton $31,355
Stefanie Cavanaugh $19,012
Bret Schwartzhoff $19,208
About Apollo Endosurgery
Apollo Endosurgery, Inc. -- http://www.apolloendo.com-- is a
medical technology company focused on less invasive therapies to
treat various gastrointestinal conditions, ranging from
gastrointestinal complications to the treatment of obesity.
Apollo's device-based therapies are an alternative to invasive
surgical procedures, thus lowering complication rates and reducing
total healthcare costs. Apollo's products are offered in over 75
countries and include the OverStitch Endoscopic Suturing System,
the OverStitch Sx Endoscopic Suturing System, and the ORBERA
Intragastric Balloon.
Apollo Endosurgery incurred a net loss of $27.43 million in 2019
compared to a net loss of $45.78 million in 2018. As of June 30,
2020, the Company had $60.09 million in total assets, $70.67
million in total liabilities, and a total stockholders' deficit of
$10.58 million.
KPMG LLP, in Austin, Texas, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated March
26, 2020 citing that the Company has suffered recurring losses from
operations, cash flow deficits and debt covenant violations and has
an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern.
APOLLO ENDOSURGERY: Stockholders Pass 3 Proposals at Annual Meeting
-------------------------------------------------------------------
Apollo Endosurgery, Inc., held its 2020 Annual Meeting on Aug. 25,
2020, at which the stockholders:
(1) elected Todd Newton, Rick Anderson, and John Barr as
Class III directors to hold office until the 2023 Annual
Meeting of Stockholders and until their successors are
duly elected and qualified, subject to their earlier
resignation or removal;
(2) ratified the selection of Moss Adams LLP to act as the
Company's independent registered public accounting firm
for the year ending Dec. 31, 2020; and
(3) approved, on a non-binding, advisory basis, the
compensation of the Company's named executive officers.
About Apollo Endosurgery
Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a
medical technology company focused on less invasive therapies to
treat various gastrointestinal conditions, ranging from
gastrointestinal complications to the treatment of obesity.
Apollo's device-based therapies are an alternative to invasive
surgical procedures, thus lowering complication rates and reducing
total healthcare costs. Apollo's products are offered in over 75
countries and include the OverStitch Endoscopic Suturing System,
the OverStitch Sx Endoscopic Suturing System, and the ORBERA
Intragastric Balloon.
Apollo Endosurgery incurred a net loss of $27.43 million in 2019
compared to a net loss of $45.78 million in 2018. As of June 30,
2020, the Company had $60.09 million in total assets, $70.67
million in total liabilities, and a total stockholders' deficit of
$10.58 million.
KPMG LLP, in Austin, Texas, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated March
26, 2020 citing that the Company has suffered recurring losses from
operations, cash flow deficits and debt covenant violations and has
an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern.
APPLETON EXCHANGE: $656K Sale of Holyoke Property Sale Approved
---------------------------------------------------------------
Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Appleton Exchange, LLC's sale
of the land and buildings located at 62-64 Commercial Street,
Holyoke, Massachusetts, as more particularly described,
respectively, in a Deed recorded at the Hampden County Registry of
Deeds in Book 22040, Page 304, to East Side Holyoke, LLC or its
nominee for $656,123, subject to the same terms and conditions as
set forth in their Purchase and Sale Agreement dated June 19,
2020.
The Objection of Blue House Property Management, Inc. is overruled
and that the Motion for Administrative Expense of Blue House is
overruled to the extent that it seeks payment from the proceeds of
the Sale of the Premises.
The sale of the Premises is free and clear of all liens and
encumbrances (discharging these liens) including, without
limitation, all voluntary, involuntary, judicial and statutory
liens and encumbrances, including, without limitation, the
following liens which are recorded in the Hampden County Registry
of Deeds or otherwise pending:
a. All municipal liens and charges, including Real Estate
Taxes, Water and Sewer charges, and Utility charges owed to the
Holyoke Gas and Electric Company (a public utility which is a
department of the City of Holyoke), in the estimated amount of
$20,000; and
b. Audrie Brooks Family Fund, LLC (successor in interest to
Federal National Mortgage Association/Hunt Mortgage Capital, LLC),
holder of a first (and only) mortgage in the principal amount of
$2.6 million, as filed originally under the name of Hunt Mortgage
Capital, LLC in the Hampden County Registry of Deeds at Book 22040
Page 311 and assigned to the Audrie Brooks Family Fund, LLC, as
filed in the Hampden County Registry of Deeds at Book 22997 Page
588 (together with any UCC Financing Statements, including the UCC
Financing Statements filed originally in the Hampden County
Registry of Deeds at Book 22040, Page 333).
The Debtor is authorized and order to make distributions as
follows:
(a) Real Estate Taxes, Water and Sewer charges, Utility
charges, and any other charges owed to the City of Holyoke and/or
the Holyoke Gas and Electric Company as it regards Commercial
Street Holyoke, Massachusetts;
(b) Other necessary fees required by the Registry of Deeds or
other routinely necessary charges for a real estate closing;
(c) A real estate broker's fee of $32,806 (5% of the sales
price) to Robert Kushner/Kushner Realty, Inc;
(d) $3,000 being reserved for payment to Randy Kaston, Esq.,
as special counsel to the Debtor for her fees, such amount being
subject to a fee application being approved (and not disbursed
until such approval), with the difference between the amount
approved and the amount of $3,000 being held to be distributed as
provided in subparagraph (g); and
(e) $5,000 of the sales price for legal fees and costs for
the Debtor's counsel subject to approval of the Bankruptcy Court
(and not disbursed until such approval);
(f) $5,000 of the sales price for legal fees and costs for
the Debtor's special counsel for housing court matters, Lawrence J.
Farber, Esq., and/or/of Farber & Lindley, LLC, 30 Boltwood Way,
Front 101, Amherst, MA 01002 subject to approval of the Bankruptcy
Court (and not disbursed until such approval), with the difference
between the amount approved and the amount of $5,000 being held to
be distributed as provided in subparagraph (g); and
(g) The balance of the sales proceeds will be paid to the
Audrie Brooks Family Fund on account of its mortgage as described
but only to the extent of its claim.
The filing of the Deed together with the Order of the Court
regarding this sale will act to discharge all liens, encumbrances,
charges and claims of every kind and description on the Premises,
including the liens described herein as discharged.
If the Buyer fails to perform the under the Agreement and the
Order, Alexander Cwiakala, or his nominee, is authorized to
purchase the Premises under the Order for the purchase price of
$601,000.
A copy of the Agreement is available at
https://tinyurl.com/y3d4gtb4 from PacerMonitor.com free of charge.
About Appleton Exchange
Appleton Exchange LLC is the fee simple owner of two properties in
Holyoke, MA having a total current value of $1.2 million.
Appleton Exchange LLC filed a voluntary petition seeking relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
19-30694) on Aug. 30, 2019. In the petition signed by Moshe
Wolcowitz, manager, the Debtor estimated $1,200,701 in assets and
$1,900,816 in liabilities. Louis S. Robin, Esq., at the Law Offices
of Louis S. Robin, represents the Debtor as counsel.
ASCENA RETAIL: Seeks to Hire Kirkland & Ellis as Legal Counsel
--------------------------------------------------------------
Ascena Retail Group, Inc. and affiliates seek approval from the
U.S. Bankruptcy Court for the Eastern District of Virginia to hire
Kirkland & Ellis LLP and Kirkland & Ellis International LLP as
their legal counsel.
The firm will provide these services in connection with Debtors'
Chapter 11 cases:
a. advise Debtors with respect to their powers and duties in
the continued management and operation of their businesses and
properties;
b. advise and consult on the conduct of the cases;
c. attend meetings and negotiate with representatives of
creditors and other parties;
d. take all necessary actions to protect and preserve Debtors'
estates;
e. prepare pleadings;
f. represent Debtors in connection with obtaining authority to
continue using cash collateral and post-petition financing;
g. advise Debtors in connection with any potential sale of
assets;
h. appear before the court and any appellate courts;
i. advise Debtors regarding tax matters;
j. negotiate, prepare and seek approval of Debtors' disclosure
statement and confirmation of a Chapter 11 plan; and
k. perform all other necessary legal services.
Kirkland's hourly rates for matters related to the cases are as
follows:
Partners $1,075 - $1,845
Of Counsel $625 - $1,845
Associates $610 - $1,165
Paraprofessionals $245 - $460
The firm received $1 million from Debtors on April 9 as an advance
payment retainer. Subsequently, Debtors paid the firm additional
advance payment retainer totaling $5,636,915.95.
Steven Serajeddini, Esq., a partner at Kirkland & Ellis and
Kirkland & Ellis International, disclosed in court filings that the
firms are a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
Mr. Serajeddini also made the following disclosures in response to
the request for additional information set forth in Paragraph D.1
of the Revised U.S. Trustee Guidelines:
a. Question: Did Kirkland agree to any variations from, or
alternatives to, Kirkland's standard billing arrangements for this
engagement?
Answer: No. Kirkland and Debtors have not agreed to any
variations from, or alternatives to, Kirkland's standard billing
arrangements for this engagement. The rate structure provided by
Kirkland is appropriate and is not significantly different from (a)
the rates that Kirkland charges for other non-bankruptcy
representations or (b) the rates of other comparably skilled
professionals.
b. Question: Do any of the Kirkland professionals in this
engagement vary their rate based on the geographic location of the
Debtors' chapter 11 cases?
Answer: No. The hourly rates used by Kirkland in
representing the Debtors are consistent with the rates that
Kirkland charges other comparable chapter 11 clients, regardless of
the location of the chapter 11 case.
c. Question: If Kirkland has represented the Debtors in the 12
months prepetition, disclose Kirkland's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If Kirkland's billing
rates and material financial terms have changed postpetition,
explain the difference and the reasons for the difference.
Answer: Kirkland's current hourly rates for services
rendered on behalf of the Debtors range as follows:
Billing Category U.S. Range
Partners $1,075 - $1,845
Of Counsel $625 - $1,845
Associates $610 - $1,165
Paraprofessionals $245 - $460
Kirkland represented Debtors from July 23 to Dec. 31, 2019 using
the hourly rates listed below:
Billing Category U.S. Range
Partners $1,025 - $1,795
Of Counsel $595 - $1,705
Associates $595 - $1,125
Paraprofessionals $235 - $460
d. Question: Have the Debtors approved Kirkland's budget and
staffing plan, and, if so, for what budget period?
Answer: Yes, for the period from July 23, 2020 through
November 23, 2020.
The firms can be reached through:
Steven N. Serajeddini, Esq.
Kirkland & Ellis LLP
Kirkland & Ellis International LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
About Ascena Retail Group
Ascena Retail Group, Inc. (Nasdaq: ASNA) is a national specialty
retailer offering apparel, shoes and accessories for women under
the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus
Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena Retail Group, through its retail brands,
operates e-commerce websites and approximately 2,800 stores
throughout the United States, Canada and Puerto Rico. Visit
http://www.ascenaretail.comfor more information.
Ascena Retail Group reported a net loss of $661.4 million for the
fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the
year ended Aug. 4, 2018, and a net loss of $1.06 billion for the
year ended July 29, 2017.
On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail Group had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.
The Hon. Kevin R. Huennekens is the case judge.
Debtors have tapped Kirkland & Ellis LLP, Kirkland & Ellis
International LLP and Cooley LLP as bankruptcy counsel, Guggenheim
Securities, LLC as financial advisor, and Alvarez and Marsal North
America, LLC as restructuring advisor. Prime Clerk, LLC is the
claims agent.
ASCENA RETAIL: Seeks to Hire Prime Clerk as Administrative Advisor
------------------------------------------------------------------
Ascena Retail Group, Inc. and affiliates seek approval from the
U.S. Bankruptcy Court for the Eastern District of Virginia to hire
Prime Clerk LLC as their administrative advisor.
The firm will provide the following bankruptcy administration
services in connection with Debtors' Chapter 11 cases:
(a) assist with solicitation, balloting and tabulation of
votes, and prepare any related reports, as required in support of
confirmation of a Chapter 11 plan;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) provide such other processing, solicitation, balloting,
and other administrative services.
Prime Clerk will be paid at these rates:
Claim and Noticing Rates
TITLE HOURLY RATE
Analyst $35 - $55
Technology Consultant $35 - $95
Consultant/Senior Consultant $70 - $170
Director $175 - $195
COO and Executive VP No charge
Solicitation, Balloting and Tabulation Rates
TITLE HOURLY RATE
Solicitation Consultant $195
Director of Solicitation $215
Additionally, Prime Clerk will seek reimbursement from Debtors for
work-related expenses.
Benjamin Steele, vice president of Prime Clerk, 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:
Benjamin J. Steele
Prime Clerk LLC
830 3rd Avenue, 9th Floor
New York, NY10022
Tel: (212) 257-5450
Email: bsteele@primeclerk.com
About Ascena Retail Group
Ascena Retail Group, Inc. (Nasdaq: ASNA) is a national specialty
retailer offering apparel, shoes and accessories for women under
the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus
Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena Retail Group, through its retail brands,
operates e-commerce websites and approximately 2,800 stores
throughout the United States, Canada and Puerto Rico. Visit
http://www.ascenaretail.comfor more information.
Ascena Retail Group reported a net loss of $661.4 million for the
fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the
year ended Aug. 4, 2018, and a net loss of $1.06 billion for the
year ended July 29, 2017.
On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail Group had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.
The Hon. Kevin R. Huennekens is the case judge.
Debtors have tapped Kirkland & Ellis LLP, Kirkland & Ellis
International LLP and Cooley LLP as bankruptcy counsel, Guggenheim
Securities, LLC as financial advisor, and Alvarez and Marsal North
America, LLC as restructuring advisor. Prime Clerk, LLC is the
claims agent.
ASCENA RETAIL: Taps Alvarez & Marsal as Restructuring Advisor
-------------------------------------------------------------
Ascena Retail Group, Inc. and affiliates seek approval from the
U.S. Bankruptcy Court for the Eastern District of Virginia to hire
Alvarez & Marsal North America, LLC as their restructuring
advisor.
The firm will provide these services in connection with Debtors'
Chapter 11 cases:
a. assist Debtors in the preparation of financial-related
disclosures required by the court;
b. identify and implement short-term cash management
procedures;
c. perform cost/benefit evaluations to determine whether to
assume or reject Debtors' executory contracts and leases;
d. assist Debtors' management team and counsel focused on the
coordination of resources related to the ongoing reorganization
effort;
e. assist in the preparation of financial information for
distribution to creditors and others;
f. attend meetings and assist in discussions with potential
investors, banks and other secured lenders, any court-appointed
committee, the United States Trustee and other parties;
g. analyze creditor claims;
h. assist in the preparation of information and analysis
necessary for the confirmation of a plan of reorganization;
i. evaluate and analyze avoidance actions;
j. render other general business consulting services.
The firm will be paid at hourly rates as follows:
Restructuring:
Managing Directors $900 – $1,150
Directors $700 – $875
Analysts/Associates $400 – $675
Case Management Services:
Managing Directors $850 – $1,000
Directors $675 – $825
Analysts/Associates $400 – $625
Alvarez & Marsal will also be reimbursed for out-of-pocket expenses
incurred.
The firm received $400,000 as a retainer. In the 90 days prior to
the petition filing, Alvarez & Marsal received payments totaling
$4,492,279. As of the petition filing, the firm holds an unapplied
residual retainer of $355,885.
William Kosturos, a managing director at Alvarez & Marsal,
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:
William Kosturos
Alvarez & Marsal, LLC
425 Market Street, 18th Floor
San Francisco, CA 94105
Telephone: (415) 490-2309
Email: bkosturos@alvarezandmarsal.com
About Ascena Retail Group
Ascena Retail Group, Inc. (Nasdaq: ASNA) --
http://www.ascenaretail.com/-- is a national specialty retailer
offering apparel, shoes, and accessories for women under the
Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion
(Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, through its retail brands, operates
ecommerce websites and approximately 2,800 stores throughout the
United States, Canada, and Puerto Rico.
Ascena Retail reported a net loss of $661.4 million for the fiscal
year ended Aug. 3, 2019, a net loss of $39.7 million for the year
ended Aug. 4, 2018, and a net loss of $1.06 billion for the year
ended July 29, 2017.
On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.
The Hon. Kevin R. Huennekens is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as
bankruptcy counsel, Guggenheim Securities, LLC as financial
advisor, and Alvarez and Marsal North America, LLC as restructuring
advisor. Prime Clerk, LLC is the claims agent.
ASCENA RETAIL: Taps Cooley LLP as Co-Counsel
--------------------------------------------
Ascena Retail Group, Inc. and affiliates seek approval from the
U.S. Bankruptcy Court for the Eastern District of Virginia to hire
Cooley LLP as their legal counsel.
Cooley will serve as co-counsel with Kirkland & Ellis, LLP and
Kirkland & Ellis International, LLP, the firms tapped to handle
Debtors' Chapter 11 cases.
The hourly rates charged by the firm's attorneys and paralegals who
are anticipated to provide the services are as follows:
Cullen D. Speckhart Partner $1,060
Michael Klein Special Counsel $1,015
Summer McKee Associate $970
Olya Antle Associate $800
Jared Kasner Associate $710
Elizabeth Rice Paralegal $370
Erin Combs Paralegal $355
Mollie Canby Paralegal $300
On July 15, Cooley received from Debtors a security retainer of
$250,000. Debtors paid the firm the sum of $76,910.06 for fees and
expenses incurred from the retainer on July 17. The firm currently
holds $173,089.94 of the retainer.
Cullen Speckhart, Esq., a partner at Cooley, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
Ms. Speckhart also made the following disclosures in response to
the request for additional information set forth in Paragraph D.1
of the U.S. Trustee Guidelines:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing arrangements
for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: Cooley represented Debtors during the 12 months
prior to the petition filing in connection with the bankruptcy
preparation as well as in unrelated matters.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: Cooley has submitted a staffing plan and budget that
covers the period from July 23 to Nov. 23, 2020 to the Debtors.
The firm can be reached through:
Cullen D. Speckhart, Esq.
Cooley LLP
1299 Pennsylvania Avenue, NW, Suite 700
Washington, D.C. 20004
Telephone: (202) 842-7800/(202) 776-2052
Facsimile: (202) 842-7899/(212) 479-6657
Email: cspeckhart@cooley.com
About Ascena Retail Group
Ascena Retail Group, Inc. (Nasdaq: ASNA) is a national specialty
retailer offering apparel, shoes and accessories for women under
the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus
Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena Retail Group, through its retail brands,
operates e-commerce websites and approximately 2,800 stores
throughout the United States, Canada and Puerto Rico. Visit
http://www.ascenaretail.comfor more information.
Ascena Retail Group reported a net loss of $661.4 million for the
fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the
year ended Aug. 4, 2018, and a net loss of $1.06 billion for the
year ended July 29, 2017.
On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail Group had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.
The Hon. Kevin R. Huennekens is the case judge.
Debtors have tapped Kirkland & Ellis LLP, Kirkland & Ellis
International LLP and Cooley LLP as bankruptcy counsel, Guggenheim
Securities, LLC as financial advisor, and Alvarez and Marsal North
America, LLC as restructuring advisor. Prime Clerk, LLC is the
claims agent.
ASCENA RETAIL: Taps Guggenheim Securities as Investment Banker
--------------------------------------------------------------
Ascena Retail Group, Inc. and affiliates seek approval from the
U.S. Bankruptcy Court for the Eastern District of Virginia to hire
Guggenheim Securities, LLC as their investment banker.
Guggenheim Securities will render these investment banking services
in connection with Debtors' Chapter 11 cases:
(a) review and analyze the business, financial condition and
prospects of Debtors;
(b) evaluate Debtors' liabilities, debt capacity and strategic
and financial alternatives; and
(c) assist Debtors in connection with any potential
transaction that they elect to pursue.
The firm will be compensated as follows:
(a) Monthly Fees
i. Debtors will pay Guggenheim Securities a non-refundable
cash fee of $200,000 per month.
ii. Commencing with the fourth monthly fee, an amount equal to
100 percent of each monthly fee actually paid to Guggenheim
Securities shall be credited against any "transaction fee" that
thereafter becomes payable.
(b) Recapitalization Transaction Fee
i. If any recapitalization transaction is consummated, then
Debtors will pay Guggenheim Securities a one-time cash fee in an
amount equal to $9 million.
ii. Any such fee will be payable promptly upon the
consummation of any recapitalization transaction.
(c) Financing Fee
i. If any financing transaction is consummated then Debtors
will pay Guggenheim Securities one or more cash fees in an amount
equal to the sum of:
(A) 100 basis points (1 percent) of the aggregate face
amount of any debt obligations issued or raised by Debtors in any
debt financing (including the face amount of any related written
commitments) that is secured by first priority liens over any
portion of Debtors' or any other person's assets, plus
(B) 300 basis points (3 percent) of the aggregate face
amount of any debt obligations issued or raised by Debtors in any
debt financing (including the face amount of any related written
commitments) that is not covered by Section 4(c)(i)(A) of the
engagement letter, plus
(C) 500 basis points (5 percent) of the aggregate amount
of gross proceeds raised by Debtors in any equity financing.
ii. Fees for any financing transaction will be payable upon
the consummation of the transaction.
(d) Sale Transaction Fee
i. If Debtors effectuate any sale transaction, they will pay
Guggenheim Securities a cash fee in an amount equal to:
(A) 150 basis points (1.5 percent) of the aggregate
consideration relating to a "sale of control transaction;" or
(B) The greater of (x) 200 basis points (2 percent) of
the aggregate consideration relating to a sale transaction, not
constituting a sale of control transaction but involving the direct
or indirect sale, assignment or other transfer to any acquiror of
all or any material portion of one or more of Debtors' businesses,
and (y) $500,000 for each business involved in such transaction.
ii. Each sale transaction fee will be payable upon any
acquiror's initial acquisition of any of the interests, assets or
other rights underlying the applicable sale transaction in the case
of any multiple-step acquisition or upon consummation of the
transaction in all other cases.
(e). Debtors will reimburse Guggenheim Securities for all
out-of-pocket expenses incurred.
Stuart Erickson, a senior managing director at Guggenheim
Securities, 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:
Stuart Erickson
Guggenheim Securities LLC
330 Madison Avenue
New York, NY 10017
Telephone: (212) 739-0700
About Ascena Retail Group
Ascena Retail Group, Inc. (Nasdaq: ASNA) is a national specialty
retailer offering apparel, shoes and accessories for women under
the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus
Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena Retail Group, through its retail brands,
operates e-commerce websites and approximately 2,800 stores
throughout the United States, Canada and Puerto Rico. Visit
http://www.ascenaretail.comfor more information.
Ascena Retail Group reported a net loss of $661.4 million for the
fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the
year ended Aug. 4, 2018, and a net loss of $1.06 billion for the
year ended July 29, 2017.
On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail Group had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.
The Hon. Kevin R. Huennekens is the case judge.
Debtors have tapped Kirkland & Ellis LLP, Kirkland & Ellis
International LLP and Cooley LLP as bankruptcy counsel, Guggenheim
Securities, LLC as financial advisor, and Alvarez and Marsal North
America, LLC as restructuring advisor. Prime Clerk, LLC is the
claims agent.
ASTROTECH CORP: Extends Maturity Date on $2.5-Mil. Notes to 2021
----------------------------------------------------------------
Astrotech Corporation entered into (1) the Omnibus Amendment to the
Secured Promissory Notes with Thomas B. Pickens III, in connection
with the Company's Secured Promissory Note, dated Sept. 5, 2019, in
the original aggregate principal amount of $1,500,000 and the
Company's Secured Promissory Note, dated Feb. 13, 2020, in the
original aggregate principal amount of $1,000,000 and (2) the
Omnibus Amendment to the Security Agreements with certain
subsidiaries of the Company signatory thereto and the holder of the
Original Notes, in connection with the Security Agreements between
the Company, certain subsidiaries of the Company signatory thereto
and the holder of the Original Notes, dated as of Sept. 5, 2019 and
Feb. 13, 2020, respectively.
Pursuant to the Original Notes and the Original Security
Agreements, the principal amount and accrued interest on the
Original Notes were due and payable on Sept. 5, 2020. Pursuant to
the Amendments, the principal amount and accrued interest on the
Amended Notes are due and payable on Sept. 5, 2021.
In addition, the Subsidiaries (as defined in the Subsidiary
Guarantee) jointly and severally agreed to guarantee and act as
surety for the Company's obligation to repay the Original Notes
pursuant to subsidiary guarantees, dated Sept. 5, 2019 and
Feb. 13, 2020, respectively, as amended by the Omnibus Amendments
to Subsidiary Guarantees, dated Aug. 24, 2020.
The transaction was approved by the Company's board of directors
and its audit committee.
About Astrotech
Astrotech Corporation (NASDAQ: ASTC) --
http://www.astrotechcorp.com/-- is a science and technology
development and commercialization company that launches, manages,
and builds scalable companies based on innovative technology in
order to maximize shareholder value. The Company currently
operates two reportable business units, 1st Detect Corporation and
Astral Images Corporation, and their efforts are focused on the
following: 1st Detect is a manufacturer of explosives and narcotics
trace detectors developed for use at airports, secured facilities,
and borders worldwide; and Astral is a developer of advanced film
restoration and enhancement software.
Astrotech reported a net loss of $7.53 million for the year ended
June 30, 2019, compared to a net loss of $13.25 million for the
year ended June 30, 2018. As of March 31, 2020, the Company had
$7.51 million in total assets, $4.86 million in total liabilities,
and $2.65 million in total stockholders' equity.
Armanino LLP, in San Francisco, California, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated Sept. 30, 2019, citing that the Company has suffered
recurring losses from operations and has net cash flows
deficiencies that raise substantial doubt about its ability to
continue as a going concern.
AVIVAR HOSPITALITY: Case Summary & 18 Unsecured Creditors
---------------------------------------------------------
Debtor: Avivar Hospitality, LLC
5720 Creedmor Road
Suite 205
Raleigh, NC 27612
Business Description: Avivar Hospitality, LLC operates in the
hotels and motels industry.
Chapter 11 Petition Date: August 27, 2020
Court: United States Bankruptcy Court
Western District of North Carolina
Case No.: 20-30789
Judge: Hon. Laura T. Beyer
Debtor's Counsel: Richard S. Wright, Esq.
MOON WRIGHT & HOUSTON, PLLC
121 West Trade Street
Suite 1950
Charlotte, NC 28202
Tel: 704-944-6560
E-mail: rwright@mwhattorneys.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Anuj Mittal, manager of Lotus Holdings,
LLC.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/LQNL5RA/Avivar_Hospitality_LLC__ncwbke-20-30789__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 18 Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. American Hotel $1,120
Register Company
PO Box 7206720
Dallas, TX 75320
2. City of Charlotte $2,935
Water/Sewer Billing Center
PO Box 1316
Charlotte, NC 28201-1316
3. Duke Energy $9,719
PO Box 70516
Charlotte, NC 28272-0561
4. Duke Energy $1,542
PO Box 70516
Charlotte, NC 28272-0561
5. Four Winds Interactive $99
Dept CH 19997
Palatine, IL 60055-9997
6. George Barbour & $15,630
Associates, PLLC
6622 Gordon Rd
Suite B
Wilmington, NC 28411
7. Marriott Select $0
Brands (East)
10400 Fernwood Road
Dept. No. 51.514.01
Bethesda, MD 20817
8. Mid-America $448
Telephone Systems, Inc.
618 Cepi Dr.
Suite A
Chesterfield, MO 63005
9. Midas Hospitality, LLC $0
1804 Borman Circle Drive
Suite 100
Saint Louis, MO 63146
10. Morningstar Law Group $37,884
421 Fayetteville Street
Suite 530
Raleigh, NC 27601
11. Nexsen Pruet, LLC $440
PO Box 2426
Columbia, SC 29202
12. Office Depot, Inc. $406
PO Box 1413
Charlotte, NC 28201-1413
13. Ricoh USA, Inc. $73
PO Box 827577
Philadelphia, PA 19182-7577
14. Southern Comfort Zone $318
10819 Jordan Rae Lane
Charlotte, NC 28277
15. The Wasserstrom Company $440
PO Box 182056
Columbus, OH 43218-2056
16. Viacom CBS Law Department $0
51 West 52 Street
c/o Andrew K. Nieh, VP
New York, NY 10019
17. Weatherspoon & Voltz LLP $162
3700 Glenwood Ave
Suite 250
Raleigh, NC 27612
18. Young Moore and $413
Henderson, P.A.
PO Box 31627
Raleigh, NC 27622
BLUE STAR: Case Summary & 6 Unsecured Creditors
-----------------------------------------------
Debtor: Blue Star Doughnuts LLC
d/b/a Blue Star Donuts
3753 N. Mississippi Avenue
Portland, OR 97227
Business Description: Blue Star Doughnuts LLC --
https://www.bluestardonuts.com -- is in the
business of selling doughnuts.
Chapter 11 Petition Date: August 26, 2020
Court: United States Bankruptcy Court
District of Oregon
Case No.: 20-32485
Judge: Hon. Peter C. Mckittrick
Debtor's Counsel: Oren Buchanan Haker, Esq.
STOEL RIVES LLP
760 S.W. Ninth Avenue, Suite 3000
Portland, OR 97205
Tel: (503) 224-3380
E-mail: oren.haker@stoel.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Will Price, chief financial officer.
A copy of the petition containing, among other items, a list of the
Debtor's six unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/J37TTGA/Blue_Star_Doughnuts_LLC__orbke-20-32485__0001.0.pdf?mcid=tGE4TAMA
BROWNIE'S MARINE: Incurs $297K Net Loss in First Quarter
--------------------------------------------------------
Brownie's Marine Group, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $296,693 on $634,790 of total net revenues for the
three months ended March 31, 2020, compared to a net loss of
$264,045 on $521,453 of total net revenues for the three months
ended March 31, 2019.
As of March 31, 2020, the Company had $1.56 million in total
assets, $1.83 million in total liabilities, and a total
stockholders' deficit of $272,544.
For the three months ended March 31, 2020 the Company incurred a
net loss, has an accumulated deficit of $11,901,211 and a working
capital deficit of $439,000. The Company said these circumstances
raise substantial doubt as to its ability to continue as a going
concern. The Company's ability to continue as a going concern is
dependent upon the Company's ability to increase revenues, control
expenses, raise capital, and to continue to sustain adequate
working capital to finance its operations. The failure to achieve
the necessary levels of profitability and cash flows would be
detrimental to the Company.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1166708/000149315220016759/form10-q.htm
About Brownie's Marine
Headquartered in Pompano Beach, Florida, Brownie's Marine Group,
Inc., through its wholly owned subsidiaries, designs, tests, and
manufactures tankless dive systems, yacht-based SCUBA air
compressor and nitrox generation fill systems and acts as the
exclusive distributor for North and South America for Lenhardt &
Wagner GmbH compressors in the high-pressure breathing air and
industrial gas markets.
Liggett & Webb, P.A., in Boynton Beach, Florida, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated June 26, 2020, citing that the Company has experienced
net losses for consecutive periods and has a large accumulated
deficit. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
BRUIN E&P: Seeks to Hire Jackson Walker as Conflicts Counsel
------------------------------------------------------------
Bruin E&P Partners, LLC, and its debtor-affiliate seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Jackson Walker LLP as co-counsel and conflicts counsel.
The Debtors require the counsel to:
a. provide legal advice and services regarding local rules,
practices, and procedures, including Fifth Circuit law;
b. provide certain services in connection with administration
of the chapter 11 cases, including, without limitation, preparing
agendas, hearing notices, witness and exhibit lists, and hearing
binders of documents and pleadings;
c. review and comment on proposed drafts of pleadings to be
filed with the Court;
d. at the request of the Debtors, appear in Court and at any
meeting with the United States Trustee, and any meeting of
creditors at any given time on behalf of the Debtors as their local
and conflicts bankruptcy co-counsel;
e. perform all other services assigned by the Debtors to the
Firm as local and conflicts bankruptcy co-counsel; and
f. provide legal advice and services on any matter on which
K&E may have a conflict or as needed based on specialization.
The Firm received a retainer of $150,000 for services performed and
to be performed in connection with, and in contemplation of, the
filing of this case.
The firm's hourly rates are:
Partners $565-900
Associates $420-565
Paraprofessionals $175-185
Matthew D. Cavenaugh's hourly rate is $750.
Matthew Cavenaugh, Esq., a partner at Jackson Walker, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
In response to the request for additional information set forth in
Paragraph D.1 of the U.S. Trustee Fee Guidelines, Mr. Cavenaugh
made the following disclosures:
Question: Did the firm agree to any variations from, or
alternatives to, the firm's standard billing arrangements for its
engagement?
Answer: No. Jackson Walker and Debtors have not agreed to any
variations from, or alternatives to, the firm's standard billing
arrangements for its engagement. The rate structure provided by the
firm is appropriate and is not significantly different from the
rates that Debtors charge for other non-bankruptcy representatives
or the rates for other comparably skilled professionals.
Question: Do the firm's professionals vary their rate based on the
geographical location of Debtors' Chapter 11 cases?
Answer: No. The hourly rates used by the firm in representing
Debtors are consistent with the rates that it charges other
comparable Chapter 11 clients regardless of the location of the
cases.
Question: If the firm has represented Debtors in the 12 months
prepetition, disclose the firm's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If the firm's billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Answer: Mr. Cavenaugh's hourly rate is $750. The rates for other
restructuring attorneys at the firm range from $445 to $895 an hour
while the paraprofessional rates range from $175 to $185 per hour.
The firm represented Debtors during the weeks immediately before
the petition date using those rates.
Question: Have the Debtors approved the firm's budget and staffing
plan, and if so, for what budget period?
Answer: The firm has not prepared a budget and staffing plan.
Jackson Walker can be reached through:
Matthew D. Cavenaugh, Esq.
Jackson Walker LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
About Bruin E&P Partners
Bruin E&P Partners, LLC and its affiliates are a privately owned
exploration and production enterprise focused on the acquisition
and development of onshore oil and natural gas producing
properties. Headquartered in Houston, Texas, and with offices in
Colorado and North Dakota, Debtors have approximately 134
employees. For more information visit http://bruinep.com
Bruin E&P Partners and its affiliates concurrently filed voluntary
Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 20-33605) on
July 16, 2020. Bruin E&P CEO Matthew B. Steele signed the
petitions. At the time of the filing, Bruin E&P disclosed
estimated assets of $1 billion to $10 billion and estimated
liabilities of the same range.
Judge Marvin Isgur oversees the cases.
Debtors have tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as legal counsel; Jackson Walker L.L.P. as local
counsel; PJT Partners LP as financial advisor and investment
banker; AlixPartners LLP as financial and restructuring advisor;
and Omni Agent Solutions as claims and noticing agent.
BRUIN E&P: Seeks to Hire Kirkland & Ellis as Legal Counsel
----------------------------------------------------------
Bruin E&P Partners, LLC, and its debtor-affiliate seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Kirkland & Ellis LLP and Kirkland & Ellis International
LLP as their counsel.
The Debtors require Kirkland & Ellis to:
a. advise the Debtors with respect to their powers and duties
as debtors in
possession in the continued management and operation of their
businesses and properties;
b. advise and consult on the conduct of these chapter 11
cases, including all of the legal and administrative requirements
of operating in chapter 11;
c. attend meetings and negotiating with representatives of
creditors and other parties in interest;
d. take all necessary actions to protect and preserve the
Debtors' estates,
including prosecuting actions on the Debtors’ behalf, defending
any action
commenced against the Debtors, and representing the Debtors in
negotiations concerning litigation in which the Debtors are
involved, including objections to claims filed against the Debtors'
estates;
e. prepare pleadings in connection with these chapter 11
cases, including
motions, applications, answers, orders, reports, and papers
necessary or otherwise beneficial to the administration of the
Debtors' estates;
f. represent the Debtors in connection with obtaining
authority to continue
using cash collateral and postpetition financing;
g. advise the Debtors in connection with any potential sale of
assets;
h. appear before the Court and any appellate courts to
represent the interests
of the Debtors' estates;
i. advise the Debtors regarding tax matters;
j. take any necessary action on behalf of the Debtors to
negotiate, prepare,
and obtain approval of a disclosure statement and confirmation of a
chapter 11 plan and all documents related thereto; and
k. perform all other necessary legal services for the Debtors
in connection
with the prosecution of these chapter 11 cases, including: (i)
analyzing the Debtors’ leases and contracts and the assumption
and assignment or rejection thereof; (ii) analyzing the validity of
liens against the Debtors; and (iii) advising the Debtors on
corporate and litigation matters.
Kirkland’s current hourly rates are:
Partners $1,075-$1,845
Of Counsel $625-$1,845
Associates $610-$1,165
Paraprofessionals $245-$460
Steven N. Serajeddini, president of Steven N. Serajeddini, P.C., a
partner of the law firm of Kirkland & Ellis LLP, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
In response to the request for additional information set forth in
Paragraph D.1. of the Revised U.S. Trustee Guidelines, Mr.
Serajeddini made the following disclosures:
Question: Did Kirkland agree to any variations from, or
alternatives to, Kirkland's standard billing arrangements for the
engagement?
Answer: No. The firms and Debtors have not agreed to any variations
from, or alternatives to, the firms' standard billing arrangements.
The rate structure provided by the firms is appropriate and is not
significantly different from the rates that they charge for other
non-bankruptcy representations or the rates of other comparably
skilled professionals.
Question: Do the Kirkland professionals in this engagement vary
their rate based on the geographic location of Debtors' Chapter 11
cases?
Answer: No. The hourly rates used by the firms in representing
Debtors are consistent with the rates that they charge other
comparable Chapter 11 clients, regardless of the location of their
cases.
Question: If Kirkland represented the Debtors in the 12 months
prepetition, disclose Kirkland's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If Kirkland's billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Answer: Kirkland's current hourly rates for services rendered on
behalf of the Debtors range as follows:
Billing Category U.S. Range
Partners $1,075-$1,845
Of Counsel $625-$1,845
Associates $610-$1,165
Paraprofessionals $245-$460
Question: Have the Debtors approved Kirkland's budget and staffing
plan, and, if so, for what budget period?
Answer: Yes, for the period from July 1, 2020 through Oct. 1,
2020.
The firms can be reached through:
Steven N. Serajeddini, Esq.
Steven N. Serajeddini, P.C.
Kirkland & Ellis LLP
Kirkland & Ellis International, LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
About Bruin E&P Partners
Bruin E&P Partners, LLC and its affiliates are a privately owned
exploration and production enterprise focused on the acquisition
and development of onshore oil and natural gas producing
properties. Headquartered in Houston, Texas, and with offices in
Colorado and North Dakota, Debtors have approximately 134
employees. For more information visit http://bruinep.com
Bruin E&P Partners and its affiliates concurrently filed voluntary
Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 20-33605) on
July 16, 2020. Bruin E&P CEO Matthew B. Steele signed the
petitions. At the time of the filing, Bruin E&P disclosed
estimated assets of $1 billion to $10 billion and estimated
liabilities of the same range.
Judge Marvin Isgur oversees the cases.
Debtors have tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as legal counsel; Jackson Walker L.L.P. as local
counsel; PJT Partners LP as financial advisor and investment
banker; AlixPartners LLP as financial and restructuring advisor;
and Omni Agent Solutions as claims and noticing agent.
BRUIN E&P: Seeks to Hire PJT Partners as Investment Banker
----------------------------------------------------------
Bruin E&P Partners, LLC, and its debtor-affiliate seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ PJT Partners LP as their investment banker.
The Debtors require PJT Partners to:
a. assist in the evaluation of the Debtors' businesses and
prospects;
b. assist in the development of the Debtors' long-term
business plan and related financial projections;
c. assist in the development of financial data and
presentations to Bruin's Board of Directors, various creditors and
other third parties;
d. analyze the Debtors' financial liquidity and evaluate
alternatives to improve such liquidity;
e. analyze various restructuring scenarios and the potential
impact of these scenarios on the recoveries of those stakeholders
impacted by the Restructuring;
f. provide strategic advice with regard to restructuring or
refinancing the Debtors' Obligations;
g. evaluate the Debtors' debt capacity and alternative capital
structures;
h. participate in negotiations among the Debtors and its
creditors, suppliers, lessors and other interested parties;
i. value securities offered by the Debtors in connection with
a Restructuring;
j. advise the Debtors and negotiate with lenders with respect
to potential waivers or amendments of various credit facilities;
k. assist in arranging financing for the Debtors, as
requested;
l. provide expert witness testimony concerning any of the
subjects encompassed by the other investment banking services;
m. assist the Debtors in preparing marketing materials in
conjunction with a possible sale transaction;
n. assist the Debtors in identifying potential buyers or
parties in interest to a potential sale transaction and assist in
the due diligence process;
o. assist and advise the Debtors concerning the terms,
conditions and impact of any proposed sale transaction; and
p. provide such other advisory services as are customarily
provided in connection with the analysis and negotiation of a
transaction.
PJT's fees are:
a. Monthly Fee. The Debtors shall pay PJT a monthly advisory
fee of $150,000 per month. Fifty percent of all Monthly Fees paid
to PJT after $1,200,000 in Monthly Fees have been paid shall be
credited against any Restructuring Feepayable under the Engagement
Letter;
b. Capital Raising Fee. The Debtors shall pay PJT a capital
raising fee for any financing arranged by PJT, earned and payable
upon the closing of such financing. The Capital Raising Fee will be
calculated as:
-- Senior Debt. 1 percent of the total issuance size for
new money senior debt financing;
-- Junior Debt. 3 percent of the total issuance size for
new money junior debt financing; and
-- Equity Financing. 5 percent of the issuance amount for
new money equity financing.
c. Restructuring Fee. In accordance with the terms of the
Engagement Letter, the Debtors shall pay PJT an additional fee
equal to $9,000,000, earned and payable upon consummation of a
Restructuring.
Expense Reimbursements.
-- In addition to the fees described above, the Debtors
agree to reimburse PJT for all reasonable and documented
out-of-pocket expenses incurred during the engagement, including,
but not limited to, travel and lodging, direct identifiable data
processing, document production, publishing services and
communication charges, courier services, working meals, reasonable
fees and expenses of PJT’s counsel (without the requirement that
the retention of such counsel be approved by the court in any
bankruptcy case) and other necessary expenditures.
-- Further, in connection with the reimbursement,
contribution and indemnification provisions set forth in the
Engagement Letter and Attachment A to the Engagement Letter, which
is incorporated therein by reference, the Debtors agree to
reimburse each Indemnified Party for its legal and other expenses
(including the cost of any investigation and preparation) as they
are incurred in connection with any matter in any way relating to
or referred to in the Engagement Letter or arising out of the
matters contemplated by the Engagement Letter, subject to certain
exceptions set forth in the Indemnification Agreement.
Peter Laurinaitis, partner of PJT Partners, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
PJT Partners can be reached at:
Peter Laurinaitis
PJT Partners LP
280 Park Avenue
New York, NY 10017
Phone: +1 212-364-7800
About Bruin E&P Partners
Bruin E&P Partners, LLC and its affiliates are a privately owned
exploration and production enterprise focused on the acquisition
and development of onshore oil and natural gas producing
properties. Headquartered in Houston, Texas, and with offices in
Colorado and North Dakota, Debtors have approximately 134
employees. For more information visit http://bruinep.com
Bruin E&P Partners and its affiliates concurrently filed voluntary
Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 20-33605) on
July 16, 2020. Bruin E&P CEO Matthew B. Steele signed the
petitions. At the time of the filing, Bruin E&P disclosed
estimated assets of $1 billion to $10 billion and estimated
liabilities of the same range.
Judge Marvin Isgur oversees the cases.
Debtors have tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as legal counsel; Jackson Walker L.L.P. as local
counsel; PJT Partners LP as financial advisor and investment
banker; AlixPartners LLP as financial and restructuring advisor;
and Omni Agent Solutions as claims and noticing agent.
CAH ACQUISITION 12: Trustee Seeks to Hire Special Counsel
---------------------------------------------------------
Thomas Waldrep, Jr., the Chapter 11 trustee for CAH Acquisition
Company 12, LLC, seeks approval from the U.S. Bankruptcy Court for
the Eastern District of North Carolina to hire McDonald Hopkins,
LLC as his special counsel.
The trustee requires legal assistance to investigate and prosecute
potential causes of action related to an allegedly fraudulent and
unlawful billing scheme that caused Debtors' insolvency.
The hourly rates charged by McDonald Hopkins are as follows:
Members $345 - $995 per hour
Of Counsel $330 - $955 per hour
Associates $215 - $520 per hour
Paralegals $170 - $345 per hour
Law Clerks $45 - $100 per hour
Sean Malloy, Esq., a member of McDonald Hopkins, 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:
Sean D. Malloy, Esq.,
McDonald Hopkins LLC
600 Superior Avenue, East, Suite 2100
Cleveland, OH 44114-2653
Cleveland, OH 44114
Telephone: (216) 348-5400
Facsimile: (216) 348-5474
Email: smalloy@mcdonaldhopkins.com
About CAH Acquisition Company 12
CAH Acquisition Company 12, LLC is a Delaware limited liability
company that owns a for-profit, 15-bed hospital located at 40
Hospital Road, Fairfax, Okla. It conducts business under the name
Fairfax Community Hospital.
CAH Acquisition Company 12 filed a voluntary Chapter 11 petition
(Bankr. N.D. Okla. Case No. 19-10641) on April 1, 2019. On April
15, 2019, the case was transferred to the U.S. Bankruptcy Court for
the Eastern District of North Carolina and was assigned a new case
number (Case No. 19-01697). The case is jointly administered along
with six other critical access hospitals under the Chapter 11 case
of CAH Acquisition Company #1, LLC (which conducts business under
the name Washington County Hospital) (Case No. 19-00730).
The Hon. Joseph N. Callaway is the case judge.
Greenberg Traurig, LLP is Debtors' legal counsel.
Thomas W. Waldrep, Jr., was appointed as Chapter 11 trustee for
Debtors. The trustee's own firm, Waldrep LLP, serves as his legal
counsel. Sherwood Partners, Inc. was appointed as the trustee's
sales agent on Oct. 23, 2019.
CAH ACQUISITION 7: Trustee Seeks to Hire Special Counsel
--------------------------------------------------------
Thomas Waldrep, Jr., Chapter 11 trustee for CAH Acquisition Company
7, LLC, seeks approval from the U.S. Bankruptcy Court for the
Eastern District of North Carolina to hire McDonald Hopkins, LLC as
his special counsel.
The trustee requires legal assistance to investigate and prosecute
potential causes of action related to an allegedly fraudulent and
unlawful billing scheme that caused Debtors' insolvency.
The hourly rates charged by McDonald Hopkins are as follows:
Members $345 - $995 per hour
Of Counsel $330 - $955 per hour
Associates $215 - $520 per hour
Paralegals $170 - $345 per hour
Law Clerks $45 - $100 per hour
Sean Malloy, Esq., a member of McDonald Hopkins, 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:
Sean D. Malloy, Esq.,
McDonald Hopkins LLC
600 Superior Avenue, East, Suite 2100
Cleveland, OH 44114-2653
Cleveland, OH 44114
Telephone: (216) 348-5400
Facsimile: (216) 348-5474
Email: smalloy@mcdonaldhopkins.com
About CAH Acquisition Company 7
CAH Acquisition Company 7, LLC is a Delaware limited liability
company that owns a for-profit, 15-bed hospital located at 1322
Klabzuba Avenue, Prague, Okla. It conducts business under the name
Prague Community Hospital. It is currently owned by two members,
HMC/CAH Consolidated, Inc. (20% membership) and Health Acquisition
Company, LLC (80% membership).
CAH Acquisition Company 7, along with numerous other affiliated
entities, previously filed a voluntary Chapter 11 bankruptcy case
(Bankr. W.D. Mo. Case No. 11-44745) on Oct. 10, 2011 and won
confirmation of its Chapter 11 plan in December 2012.
On March 21, 2019, CAH Acquisition Company 7 again sought Chapter
11 protection (Bankr. E.D.N.C. Case No. 19-01298). The case is
jointly administered along with six other critical access hospitals
under the Chapter 11 case of CAH Acquisition Company #1, LLC (which
conducts business under the name Washington County Hospital) (Case
No.19-00730).
Debtor was estimated to have assets of less than $50,000 and
liabilities of $1 million to $10 million.
The Hon. Joseph N. Callaway is the case judge.
Greenberg Traurig, LLP is Debtor's legal counsel.
Thomas W. Waldrep, Jr. was appointed as Chapter 11 trustee for
Debtor. The trustee's own firm, Waldrep LLP, serves as counsel in
the Chapter 11 case. Sherwood Partners was appointed as the
trustee's sales agent on Oct. 23, 2019.
CALLON PETROLEUM: Swings to $1.56 Billion Net Loss in 2nd Quarter
-----------------------------------------------------------------
Callon Petroleum Company filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $1.56 billion on $157.23 million of total operating revenues for
the three months ended June 30, 2020, compared to net income of
$55.18 million on $167.05 million of total operating revenues for
the three months ended June 30, 2019.
For the six months ended June 30, 2020, the Company reported a net
loss of $1.35 billion on $447.15 million of total operating
revenues compared to net income of $35.64 million on $320.10
million of total operating revenues for the same period during the
prior year.
The change from net income to net loss between the respective
periods was driven primarily by the recording of an impairment of
evaluated oil and gas properties of $1.3 billion during the second
quarter of 2020 as well as a loss on derivative contracts of
approximately $127.0 million during the second quarter of 2020
compared to a gain on derivative contracts of approximately $14.0
million during the second quarter of 2019 and an approximate 65%
decrease in total average realized sales prices between the two
periods, partially offset by an approximate 168% increase in total
production for the three months ended June 30, 2020 compared to the
three months ended June 30, 2019.
As of June 30, 2020, the Company had $5.81 billion in total assets,
$3.93 billion in total liabilities, and $1.88 billion in total
stockholders' equity.
Joe Gatto, president and chief executive officer commented, "Our
operational and financial results for the second quarter reflect
Callon's commitment to thoughtful capital allocation and
operational execution that we have overlaid on an exceptional,
diversified asset base. As oil markets began to erode in March,
our team acted quickly to reduce capital activity while maintaining
a clear focus on near and long-term operating goals. As a result,
our drilling and completion costs are down across the board, second
quarter production was well ahead of estimates, and operating costs
continue to decline beyond our targeted synergy goals."
He continued, "Our success in reducing our cost structure, combined
with leading capital efficiency from strong well productivity and
well cost reductions, positioned us to generate free cash flow this
quarter. This is just the first step as we have developed a
longer-term plan designed to consistently generate free cash flow
while maintaining production levels with a reduced reinvestment
rate. After moving past the working capital cash impact of
expenditures incurred in the first quarter, a meaningful portion of
which added to our current inventory of drilled, uncompleted wells,
we will be dedicating all of our expected free cash flow to credit
facility reductions and forecast our current credit facility
balance to decline into year end and continue into 2021."
Mr. Gatto also shared, "Despite tremendous business, social, and
personal hurdles resulting from the current pandemic and extreme
turbulence in the financial markets, our team has remained focused
on synergy realization and the integration of people, systems, and
processes. Our operational and financial results highlight our
progress as an organization and I applaud the Callon team for
persevering through an incredibly difficult past few months.
Importantly, we remain committed to their safety and that of our
vendors, partners, and communities."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/928022/000092802220000140/cpe-20200630.htm
About Callon Petroleum
Callon Petroleum -- www.callon.com -- is an independent oil and
natural gas company focused on the acquisition, exploration and
development of high-quality assets in the leading oil plays of
South and West Texas.
* * *
As reported by the TCR on June 25, 2020, S&P Global Ratings raised
its issuer credit rating on Callon Petroleum Corp. to 'CCC+' from
'CC' after the company announced the termination of its exchange
offer and consent solicitations, which the rating agency viewed as
a distressed transaction.
CALLON PETROLEUM: To Effect 1-for-10 Reverse Stock Split
--------------------------------------------------------
Callon Petroleum Company filed a Certificate of Amendment to the
Certificate of Incorporation of the Company with the Secretary of
State of the State of Delaware to effect a 1-for-10 reverse split
of the shares of Callon's common stock, par value $0.01 per share,
and to reduce the number of authorized shares of Common Stock to
52,500,000. No fractional shares were issued in connection with
the Reverse Stock Split. Any fractional shares of Common Stock
that would have otherwise resulted from the Reverse Stock Split
were converted into the right to receive a cash payment, without
interest and subject to applicable withholding taxes.
The Reverse Stock Split proportionately affected the number of
shares of Common Stock available for issuance under the Company's
equity incentive plans. All equity awards of the Company
outstanding immediately prior to the Reverse Stock Split were
proportionately adjusted.
About Callon Petroleum
Callon Petroleum -- www.callon.com -- is an independent oil and
natural gas company focused on the acquisition, exploration and
development of high-quality assets in the leading oil plays of
South and West Texas.
As of June 30, 2020, the Company had $5.81 billion in total assets,
$3.93 billion in total liabilities, and $1.88 billion in total
stockholders' equity.
* * *
As reported by the TCR on June 25, 2020, S&P Global Ratings raised
its issuer credit rating on Callon Petroleum Corp. to 'CCC+' from
'CC' after the company announced the termination of its exchange
offer and consent solicitations, which the rating agency viewed as
a distressed transaction.
CAMERON TRANSPORT: Seeks to Hire Colligan Law as Legal Counsel
--------------------------------------------------------------
Cameron Transport Corp. seeks authority from the United States
Bankruptcy Court for the Western District of New York to hire
Colligan Law, LLP as its counsel.
Colligan as general counsel, will represent, advise and assist the
Debtor during the course of these proceedings, in connection with
all legal matters for which the Debtor may require legal services
or assistance.
Colligan's current hourly rates are:
Frederick J. Gawronski, Esq. $335
Paralegal $100
Frederick J. Gawronski, partner in the law firm of Colligan Law,
LLP, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Frederick J. Gawronski, Esq.
12 Fountain Plaza, Suite 600
Buffalo, NY 14202
Phone: 716-885-1150
Fax: 716-885-4662
Email: fgawronski@colliganlaw.com
About Cameron Transport Corp.
Cameron Transport Corp. is a transporation company based in Niagara
Falls, New York. The company previously sought bankruptcy
protection on March 17, 2020 (Bankr. W.D.N.Y. Case No. 20-10454).
Cameron Transport Corp. filed its voluntary petition under Chapter
11 of the US Bankruptcy Code (Bankr. W.D.N.Y. Case No. 20-11032) on
Aug. 7, 2020. In the petition signed by Faisel Haruna, president,
the Debtor estimated $1,582,525 in assets and $2,499,234 in
liabilities. Frederick J. Gawronski, Esq. at COLLIGAN LAW, LLP
represents the Debtor as counsel.
CATSKILL DISTILLING: $3.1M Sale of All Assets to SVG Approved
-------------------------------------------------------------
Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York authorized Catskill Distilling Co.,
Ltd.'s sale of substantially all assets to SVG 26, LLC for
$3,088,317, cash, plus additional non-cash consideration, as
further evidenced by their Asset Sale and Purchase Agreement.
The Auction was held on Aug. 3, 2020. A hearing on the Sale Motion
was held on Aug. 4, 2020.
The Debtor is authorized and directed to transfer the Purchased
Assets to the Buyer on the Closing Date pursuant to the terms of
the APA and the Order free and clear of all Interests of any kind
whatsoever. The Buyer will not assume or become liable for any
Interests relating to the Purchased Assets.
Notwithstanding the possible applicability of Bankruptcy Rules
6004, 6006, 7062, 9014, or otherwise, the terms and conditions of
the Order will be immediately effective and enforceable upon its
entry. The Debtor is not subject to any stay in the
implementation, enforcement, or realization of the relief granted
in the Order, and either may, in its discretion and without further
delay, close the Transactions and take any action and perform any
act authorized under the Order.
About Catskill Distilling
Catskill Distilling Company, Ltd., is a distillery in Bethel,
N.Y.,
owned and run by Stacy Cohen. Catskill Distilling Company filed a
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 19-36861) on Nov. 19, 2019. The petition was signed by
Catskill President Stacy Cohen. At the time of the filing, the
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities.
Judge Cecelia G. Morris oversees the case.
The Debtor tapped Genova & Malin, as its legal counsel and Saffioti
& Anderson as its special counsel.
CHESAPEAKE ENERGY: Committee Taps AlixPartners as Financial Advisor
-------------------------------------------------------------------
The official committee of unsecured creditors of Chesapeake Energy
Corporation and its affiliates seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire
AlixPartners, LLP as its financial advisor.
The firm will provide these services to the committee in connection
with Debtors' Chapter 11 cases:
a. review and evaluate Debtors' current financial condition,
business plans and financial forecasts, and periodically report to
the committee regarding the same;
b. review Debtors' cash management, tax sharing and
intercompany accounting systems, practices and procedures;
c. review and investigate related party transactions and
selected other pre-bankruptcy transactions;
d. identify or review potential preference payments,
fraudulent conveyances and other causes of action that Debtors'
estates may hold against third parties;
e. analyze Debtors' assets and claims and assess potential
recoveries to the various creditor constituencies under different
scenarios;
f. support the committee's investment banker's evaluation of
proposed asset sales;
g. assist in the development or review of Debtors' plan of
reorganization and disclosure statement;
h. review and evaluate court motions;
i. render expert testimony and litigation support services;
j. attend committee meetings and court hearings;
k. assist with such other matters if requested that fall
within AlixPartners' expertise.
The firm's standard hourly rates for 2020 are as follows:
Managing Director $1,000 - $1,195
Director $800 - $950
Senior Vice President $645 - $735
Vice President $470 - $630
Consultant $175 - $465
Paraprofessional $295 - $315
AlixPartners will seek reimbursement for work-related expenses
incurred in connection with the cases.
David MacGreevey, a managing director at AlixPartners, disclosed in
court filings that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David MacGreevey
AlixPartners, LLP
909 Third Avenue
New York, NY 10022
Telephone: (212) 845-4009
Email: dmacgreevey@alixpartners.com
About Chesapeake Energy
Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NYSE: CHK) operations are focused on discovering and developing
its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States.
Chesapeake Energy reported a net loss of $308 million for the year
ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19
billion in total assets, $2.39 billion in total current
liabilities, $9.40 billion in total long-term liabilities, and
$4.40 billion in total equity.
Chesapeake Energy and its affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after
reaching terms of a Chapter 11 plan of reorganization to eliminate
approximately $7 billion of debt.
Debtors have tapped Kirkland & Ellis LLP as legal counsel, Jackson
Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as
restructuring advisor, Rothschild & Co and Intrepid Financial
Partners as financial advisors, and Reevemark as communications
advisor. Epiq Global is the claims agent, maintaining the page
http://www.chk.com/restructuring-information.
Wachtell, Lipton, Rosen & Katz serves as legal counsel to
Chesapeake Energy's Board of Directors.
MUFG Union Bank, N.A., the DIP facility agent and exit facilities
agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors
LLC as financial advisor, and Houlihan Lokey Capital Inc. as
investment banker.
Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal
counsel to an ad hoc group of first lien last out term loan lenders
while Perella Weinberg Partners and Tudor, Pickering, Holt & Co.
serve as the group's investment bankers.
Franklin Advisers, Inc. has tapped Akin Gump Strauss Hauer & Feld
LLP as legal counsel, FTI Consulting, Inc. as financial advisor,
and Moelis & Company LLC as investment banker.
On July 9, 2020, the Office of the U.S. Trustee appointed a
committee to represent unsecured creditors in Debtors' Chapter 11
cases. The unsecured creditors' committee has tapped Brown
Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal
counsel, and AlixPartners, LLP as its financial advisor.
On July 24, 2020, the bankruptcy watchdog appointed a committee of
royalty owners. The royalty owners' committee is represented by
Forshey & Prostok, LLP.
CHESAPEAKE ENERGY: Davis, Vinson Update on FILO Term Lender Group
-----------------------------------------------------------------
In the Chapter 11 cases of Chesapeake Energy Corporation, et al.,
the law firms of Davis Polk & Wardwell LLP and Vinson & Elkins LLP
submitted an amended verified statement under Rule 2019 of the
Federal Rules of Bankruptcy Procedure, to disclose an updated list
of Ad Hoc Group of FLLO Term Loan Lenders that they are
representing.
In or around April 2020, a group formed by certain lenders under
that certain Term Loan Agreement, dated December 19, 2019, by and
among Chesapeake Energy Corporation, the subsidiary borrowers party
thereto, the lenders and other parties thereto, and GLAS USA LLC,
as administrative agent formally engaged Davis Polk to represent it
in connection with a potential restructuring of the Debtors. In or
around May 2020, the Ad Hoc Group of FLLO Term Loan Lenders engaged
Vinson & Elkins LLP to represent it as Texas bankruptcy counsel.
In addition to the Ad Hoc Group of FLLO Term Lenders, a separate
team of attorneys at Davis Polk represents Williams Company in
these Chapter 11 cases. Davis Polk does not represent or purport
to represent any entities other than the Ad Hoc Group of FLLO Term
Loan Lenders and Williams Company in connection with the Chapter 11
Cases.
Vinson & Elkins represents only the Ad Hoc Group of FLLO Term Loan
Lenders. Vinson & Elkins does not represent or purport to represent
any entities other than the Ad Hoc Group of FLLO Term Loan Lenders
in connection with the Chapter 11 Cases.
The Members of the Ad Hoc Group of FLLO Term Loan Lenders,
collectively, beneficially own or manage:
a. $1,118,385,774 in aggregate principal amount of the loans
under the FLLO Credit Agreement;
b. $51,088,275 in aggregate principal amount of the loans
under that certain amended and restated credit agreement,
dated as of September 12, 2018, by and among Chesapeake
Energy Corporation, as borrower, the Debtor guarantors
party thereto, MUFG Union Bank, N.A., as administrative
agent, and the other lender, issuer, and agent parties
thereto;
c. $396,000,000 in aggregate outstanding amount of the notes
issued under that certain indenture for certain 11.5%
senior secured notes due 2025 dated as of December 19,
2019;
d. $468,770,500 in aggregate outstanding amount of unsecured
notes issued by Chesapeake Energy Corporation, including
convertible notes;
e. $54,800,000 in aggregate commitments Revolving DIP Loans
under the DIP Facility; and
f. $67,865,319 in Roll-Up Loans under the DIP Facility.
As of Aug. 20, 2020, members of the Ad Hoc Group FLLO Term Loan
Lenders and their disclosable economic interests are:
ALTA FUNDAMENTAL ADVISERS LLC
777 Third Avenue 19th Floor
New York, NY 10017
* $17,000,000.00 in aggregate principal amount of FLLO Term Loans
* $21,750,000 in aggregate outstanding amount of Unsecured Notes
APPALOOSA LP
51 John F Kennedy Pkwy
Short Hills, NJ 07078
* $87,800,000.00 in aggregate principal amount of FLLO Term Loans
* $131,168,000 in aggregate outstanding amount of 2L Notes
BLACKROCK FINANCIAL MANAGEMENT, INC
55 E. 52nd Street
New York, NY 10055
* $126,800,000 in aggregate principal amount of FLLO Term Loans
* $77,166,000 in aggregate principal amount of Unsecured Notes
CAPITAL RESEARCH AND MANAGEMENT COMPANY
333 South Hope St., 55th Floor
Los Angeles, CA 90071
* $84,500,000 in aggregate principal amount of FLLO Term Loans
* $118,454,000 in aggregate outstanding amount of 2L Notes
* $87,071,000 in aggregate outstanding amount of Unsecured Notes
CARVAL INVESTORS, LP
461 5th Ave.
New York, NY 10017
* $63,240,000 in aggregate principal amount of FLLO Term Loans
CYRUS CAPITAL PARTNERS, L.P.
65 East 55th St., 35th Floor
New York, NY 10022
* $6,429,714 in aggregate principal amount of FLLO Term Loans
* $12,712,000 in aggregate outstanding amount of 2L Notes
* $3,380,000 in aggregate outstanding amount of Unsecured
Notes
D.E. SHAW GALVANIC PORTFOLIOS, L.L.C.
1166 Avenue of the Americas 9th Floor
New York, NY 10036
* $108,478,000 in aggregate principal amount of FLLO Term Loans
* $83,186,000 in aggregate outstanding amount of 2L Notes
* $56,264,500 in aggregate outstanding amount of Unsecured Notes
FIDELITY MANAGEMENT & RESEARCH
200 Seaport Blvd.
Boston, MA 02210
* $233,480,000 in aggregate principal amount of FLLO Term Loans
* $44,192,000 in aggregate outstanding amount of 2L Notes
* $176,370,000 in aggregate outstanding amount of Unsecured Notes
GLENDON CAPITAL MANAGEMENT L.P.
2425 Olympic Blvd. Suite 500E
Santa Monica, CA 90404
* $60,785,000 in aggregate principal amount of FLLO Term Loans
* $29,000,000 in aggregate outstanding amount of Unsecured Notes
KEYFRAME CAPITAL PARTNERS, L.P.
65 East 55th St., 35th Floor
New York, NY 10022
* $8,376,286 in aggregate principal amount of FLLO Term Loans
* $6,288,000 in aggregate outstanding amount of 2L Notes
* $6,620,000 in aggregate outstanding amount of Unsecured
Notes
OAKTREE CAPITAL MANAGEMENT
333 South Grand Ave. 28th Floor
Los Angeles, CA 90071
* $64,046,774 in aggregate principal amount of FLLO Term Loans
* $51,088,275 in aggregate principal amount of Revolving Credit
Facility Loans
* $54,800,000 in aggregate commitments Revolving DIP Loans under
the DIP Facility
* $67,865,319 in Roll-Up Loans under the DIP Facility
PGIM, INC.
Prudential Tower
655 Broad Street, 8th Floor
Newark, New Jersey 07102
* $245,000,000 in aggregate principal amount of FLLO Term Loans
* $10,149,000 in aggregate outstanding amount of Unsecured Notes
REDWOOD CAPITAL MANAGEMENT, LLC
910 Sylvan Ave.
Englewood Cliffs, NJ 07632
* $12,450,000 in aggregate principal amount of FLLO Term Loans
Counsel to the Ad Hoc Group of FLLO Term Loan Lenders can be
reached at:
DAVIS POLK & WARDWELL LLP
Damian S. Schaible, Esq.
Darren S. Klein, Esq.
Aryeh Ethan Falk, Esq.
Daniel Rudewicz, Esq.
450 Lexington Avenue
New York, NY 10017
Tel: 212-450-4169
Fax: 212-701-5800
Email: damian.schaible@davispolk.com
darren.klein@davispolk.com
aryeh.falk@davispolk.com
daniel.rudewicz@davispolk.com
- and -
VINSON & ELKINS LLP
Harry A. Perrin, Esq.
Emily S. Tomlinson, Esq.
1001 Fannin Street, Suite 2500
Houston, TX 77002-6760
Tel: 713.758.2222
Fax: 713.758.2346
Email: hperrin@velaw.com
etomlinson@velaw.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/EsWgXR
About Chesapeake Energy Corp.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NYSE: CHK) operations are focused on discovering and developing
its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States.
Chesapeake Energy reported a net loss of $308 million for the year
ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19
billion in total assets, $2.39 billion in total current
liabilities, $9.40 billion in total long-term liabilities, and
$4.40 billion in total equity.
Chesapeake Energy and its affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after
reaching terms of a Chapter 11 plan of reorganization to eliminate
approximately $7 billion of debt.
The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson
Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as
restructuring advisor, Rothschild & Co and Intrepid Financial
Partners as financial advisors, and Reevemark as communications
advisor. Epiq Global is the claims agent, maintaining the page
http://www.chk.com/restructuring-information
Wachtell, Lipton, Rosen & Katz serves as legal counsel to
Chesapeake Energy's Board of Directors.
MUFG Union Bank, N.A., the DIP facility agent and exit facilities
agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors
LLC as financial advisor, and Houlihan Lokey Capital Inc. as
investment banker.
Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal
counsel to an ad hoc group of first lien last out term loan lenders
while Perella Weinberg Partners and Tudor, Pickering, Holt & Co.
serve as the group's investment bankers.
Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld
LLP as legal counsel, FTI Consulting, Inc. as financial advisor,
and Moelis & Company LLC as investment banker.
On July 9, 2020, the Office of the U.S. Trustee appointed a
committee to represent unsecured creditors in Debtors' Chapter 11
cases. The unsecured creditors' committee has tapped Brown
Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal
counsel, and AlixPartners, LLP as its financial advisor.
On July 24, 2020, the bankruptcy watchdog appointed a committee of
royalty owners. The royalty owners' committee is represented by
Forshey & Prostok, LLP.
COCRYSTAL PHARMA: H.C. Wainwright Underwrites 14.3M Stock Offering
------------------------------------------------------------------
Cocrystal Pharma, Inc., entered into an underwriting agreement with
H.C. Wainwright & Co., LLC, pursuant to which the Company agreed to
issue and sell 14,285,715 shares of the Company's common stock, par
value $0.001 per share, at a public offering price of $1.05 per
share, less underwriting discounts and commissions. Under the
terms of the Underwriting Agreement, the Company granted the
Underwriter a 30-day option to purchase up to an additional
2,142,857 shares of common stock at the same offering price to the
public, solely to cover over-allotments, if any. The Company
expects to receive approximately $13.5 million in net proceeds from
the Offering, after deducting underwriting discounts and estimated
offering expenses, or approximately $15.6 million if the
Underwriter exercises in full its option to purchase the additional
shares.
The closing of the Offering is expected to occur on or about Aug.
31, 2020.
The shares are being offered and sold pursuant to the Company's
effective registration statement on Form S-3 (Registration No.
333-237738), which was declared effective by the Securities and
Exchange Commission on May 13, 2020, and the base prospectus
included therein, as amended and supplemented by the preliminary
prospectus supplement filed with the SEC on Aug. 26, 2020, and the
final prospectus supplement filed with the SEC on Aug. 27, 2020.
The Underwriter is acting as the sole book-running manager for the
Offering. The Company will pay the Underwriter an underwriting
discount equal to 7.5% of the gross proceeds of the Offering and a
management fee equal to 1% of the gross proceeds of the Offering
and reimburse the Underwriter for a non-accountable expense
allowance of $50,000, up to $90,000 in legal fees and $12,900 for
the clearing expenses.
The Underwriting Agreement contains customary representations,
warranties and covenants of the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, including for liabilities under the Securities Act of
1933, and termination and other provisions customary for
transactions of this nature. Pursuant to the Underwriting
Agreement, subject to limited exceptions, the Company agreed not to
sell any shares of its common stock or any securities convertible
into, or exercisable for, common stock for a period ending 90 days
after the closing of the Offering, without first obtaining the
written consent of the Underwriter.
About Cocrystal Pharma
Headquartered in Creek Parkway Bothell, WA, Cocrystal Pharma, Inc.
-- http://www.cocrystalpharma.com/-- is a clinical stage
biotechnology company discovering and developing novel antiviral
therapeutics that target the replication machinery of influenza
viruses, hepatitis C viruses, noroviruses, and coronaviruses.
Cocrystal Pharma recorded a net loss of $48.17 million for the year
ended Dec. 31, 2019, compared to a net loss of $49.05 million for
the year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$40.48 million in total assets, $3.42 million in total liabilities,
and $37.05 million in total stockholders' equity.
COMCAR INDUSTRIES: Seeks to Hire Cherry Bekaert as Tax Consultant
-----------------------------------------------------------------
Comcar Industries, Inc. and its debtor-affiliates seek authority
from the US Bankruptcy Court for the District of Delaware to hire
Cherry Bekaert LLP as their tax consultants.
Cherry Bekaert will provide the following services:
Tax Return Engagement
i. Prepare, based upon workpapers and information provided by
the Debtors, detail, and provide technical review of the following
returns:
(1) Comcar Industries, Inc. and subsidiaries federal
consolidated return;
(2) Florida consolidated state return;
(3) Texas combined Franchise Tax Report; and
(4) Subsidiary state returns (55-60);
ii. Electronically file the following returns:
(1) Federal consolidated return; and
(2) Subsidiary state returns (as they are available); and
iii. Sign the state returns as preparer.
Payroll & Sales and Use Tax Engagement
i. Provide assistance in the preparation or review of the
following payroll processes:
(1) forms 1099;
(2) W-2s; and
(3) other payroll-related filings.
ii. Prepare Sales and Use Tax returns for the state of Florida
and other states as required; and
iii. Provide additional tax consulting and preparation services
for the Debtors as necessary in the course of their ordinary
business.
Pursuant to the Tax Return Engagement Letter, Cherry Bekaert
intends to charge a flat fee of $49,500, based upon Cherry
Bekaert's customary billing practices at the time of the
engagement.
Cherry Bekaert's standard hourly rates:
Partner $520
Director $515
Manager $335
Sr. Associate $285
Staff/Paraprofessional $200
Ryan Deneen, a certified public accountant at Cherry Bekaert,
disclosed in court filings that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Ryan Deneen, CPA
Cherry Bekaert LLP
401 E. Jackson Street, Suite 1200
Tampa, FL 33602
Phone: 813-251-1010
Fax: 813-251-9235
About Comcar Industries
Comcar Industries -- https://comcar.com/ -- is a transportation and
logistics company headquartered in Auburndale, Fla., with over 40
strategically-located terminal and satellite locations across the
United States.
On May 17, 2020, Comcar Industries and related entities sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11120). In
the petitions signed by CRO Andrew Hinkelman, Comcar Industries
was estimated to have $50 million to $100 million in assets and
liabilities as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the presiding judge.
Debtors tapped DLA Piper LLP (US) as counsel; FTI Consulting, Inc.,
as financial advisor; and Bluejay Advisors, LLC, as an investment
banker. Donlin Recano & Company, Inc., is the claims agent.
COUNTERPATH CORP: Launches $5M At-The-Market Offering Program
-------------------------------------------------------------
CounterPath Corporation has filed a prospectus supplement with the
Securities and Exchange Commission pursuant to which it may offer
and sell shares of its common stock having an aggregate offering
price of up to $5,000,000 from time to time through an
"at-the-market" equity offering program. The Company currently
intends to use the net proceeds from sales of the Shares under the
ATM Program for general corporate purposes, which may include
repayment of indebtedness, increasing working capital or financing
acquisitions and capital expenditures. The timing of any sales
will depend on a variety of factors.
The Shares will be offered through A.G.P./Alliance Global Partners,
as sole sales agent. A.G.P. may sell Shares by any method permitted
by law deemed to be an "at-the-market offering" as defined in Rule
415 of the Securities Act of 1933, as amended, by means of ordinary
brokers' transactions on the Nasdaq Stock Market and such other
sales as agreed upon by the Company and A.G.P. Sales may be made at
market prices prevailing at the time of the sale, at prices related
to prevailing market prices or at negotiated prices and, as a
result, sales prices may vary. No sales of Shares will be made in
Canada, to anyone known by A.G.P. to be a resident of Canada or
over or through the facilities of the Toronto Stock Exchange.
Under the terms of the sales agreement entered into between the
Company and A.G.P., A.G.P. will be entitled to a commission at a
fixed rate of 3.0% of the gross proceeds from each sale of Shares
under the agreement.
The Company's prospectus supplement filed with the SEC adds updates
or otherwise changes information contained in the accompanying
prospectus contained in a shelf registration statement on Form S-3
(File No. 333-236604) for the offering of Shares. Prospective
investors should read the prospectus, the prospectus supplement and
other documents the Company has filed with the SEC (some of which
are incorporated by reference into the prospectus and prospectus
supplement) for more complete information about the Company and the
ATM Program. Before making an investment decision regarding the
Shares, please read the prospectus, including the related
prospectus supplement, and other documents the company has filed,
or will be filed, with the SEC for more complete information about
the company, the Shares and the ATM Program. Copies of the
prospectus, the prospectus supplement and the registration
statement may be obtained, without charge, by visiting the SEC's
website at www.sec.gov or by contacting: A.G.P./Alliance Global
Partners, at 590 Madison Avenue, 28th Floor, New York, NY 10022, or
by telephone at (212) 624-2060, or by email at
prospectus@allianceg.com.
About CounterPath
Headquartered in British Columbia, Canada, CounterPath Corporation
-- http://www.counterpath.com/-- designs, develops, and sells
software and services that enable enterprises and telecommunication
service providers to deliver Unified Communications &
Collaborations (UCC) solutions to their end users. Its offerings
include softphones that support HD voice/video calling, messaging,
and presence from a wide range of call services and VoIP services,
as well as hosted services for team voice, messaging, presence,
video conferencing and screen sharing functionality, over Internet
Protocol (IP) based networks.
CounterPath reported a net loss of $1.10 million for the year ended
April 30, 2020, compared to a net loss of $5.01 million for the
year ended April 30, 2019. As of April 30, 2020, the Company had
$13.65 million in total assets, $11.61 million in total
liabilities, and $2.04 million in total stockholders' equity.
BDO Canada LLP, in Vancouver, British Columbia, the Company's
auditor since 2006, issued a "going concern" qualification in its
report dated July 16, 2020, citing that the Company has incurred
losses and has an accumulated deficit of $69,677,656 as of April
30, 2020. These events and conditions, along with other matters,
raise substantial doubt about its ability to continue as a going
concern.
DESTINATION HOPE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Destination Hope, Inc.
6460 NW 5th Way
Fort Lauderdale, FL 33309
Business Description: Destination Hope, Inc. --
https://destinationhope.com --
offers comprehensive drug rehab and mental
health programs, with a special focus on
dual diagnosis while providing clients with
the knowledge and tools to overcome their
addiction.
Chapter 11 Petition Date: August 28, 2020
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 20-19402
Judge: Hon. Peter D. Russin
Debtor's Counsel: Aaron Wernick, Esq.
WERNICK LAW, PLLC
2255 Glades Road Suite 324A
Boca Raton, FL 33431
Tel: 561-961-0922
Email: awernick@wernicklaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Benjamin Brafman, 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://www.pacermonitor.com/view/63NAF5Y/Destination_Hope_Inc__flsbke-20-19402__0001.0.pdf?mcid=tGE4TAMA
DOLPHIN ENTERTAINMENT: Acquires Be Social for $2.2 Million
----------------------------------------------------------
Dolphin Entertainment, Inc., reports a major expansion of its
entertainment marketing capabilities through its acquisition of
influencer marketing company, Be Social.
The consideration paid by Dolphin Entertainment in connection with
the acquisition of Be Social is $2,200,000 plus the potential to
earn up to an additional $800,000. The Company paid Alison Grant
(the Seller) $1,500,000 cash and issued 349,534 of shares of its
Common Stock on the Closing Date and will issue a number of shares
of Common Stock with an aggregate value of $350,000 on Jan. 4,
2020. The Company may also pay up to an additional $800,000 in
earn-out consideration, 62.5% of which will be paid in cash and
37.5% in shares of Common Stock based on the achievement of
specified financial performance targets during the years ended Dec.
31, 2022 and 2023. The Seller has entered into an employment
agreement with the Company with a term through
Dec. 31, 2023.
Founded over 8 years ago by Ali Grant, Be Social is a Los
Angeles-based digital communications group representing both brands
and highly-engaged digital influencers. Be Social has worked with
hundreds of leading beauty, fashion and lifestyle brands on
influencer campaigns, including H&M, Nordstrom and Disney,
oftentimes alongside the roster of digital talent they represent,
which include many of the most recognized influencers across social
media.
"The ability to execute best-in-class influencer marketing
campaigns is the single-most important skill set we wanted to bring
into the Dolphin family this year," states Dolphin Entertainment
CEO Bill O'Dowd. "All 3 of our entertainment industry-leading PR
firms -- 42West, Shore Fire Media and The Door -- represent
multiple clients and brands that seek influencer marketing
expertise, from motion pictures and television series to music
albums and culinary live events. Be Social allows us to
immediately cross-sell services and launch influencer campaigns to
support our entire spectrum of entertainment content, as well as
for our rapidly expanding roster of consumer product clients."
Continued Mr. O'Dowd, "Ali Grant simply epitomizes next-generation
leadership, and she has built a young, energetic, socially savvy
company, with a fantastic footprint in the fashion and lifestyle
industries. Our offices are buzzing. We could not be more excited
than we are today to welcome Be Social into our Entertainment
Marketing Super Group."
"What Bill and Dolphin are building is so impressive," states Be
Social CEO Ali Grant. "The vision is very clear to us -- a
collection of companies that are leaders in their respective
fields, that want to collaborate, and that together have the
ability to own and execute the biggest of their ideas. It's both a
dream come true, and a unique competitive advantage!"
Continued Ms. Grant, "For Be Social, Dolphin provides growth
opportunities into new entertainment verticals, alongside the very
best PR firms in the business. And, with streaming services and
other direct-to-consumer offerings dominating the media landscape,
we believe that marketing spend on influencer campaigns will only
continue to grow for years to come. Thus, the timing is perfect
for us to join Dolphin. And, as a young, female-led company, I
cannot tell you how excited we are to work with, and learn from,
well-known female leaders in entertainment marketing, including
Amanda Lundberg, Leslee Dart, Lois Najarian O'Neill and Marilyn
Laverty, among countless others within Dolphin."
As part of Dolphin Entertainment, Be Social will continue to
operate under its own name out of its existing offices in Los
Angeles, with Ms. Grant serving as CEO.
K&L Gates LLP served as legal counsel to Dolphin Entertainment and
Reed Smith for Be Social.
About Dolphin Entertainment
Headquartered in Coral Gables, Florida, Dolphin Entertainment, Inc.
-- http://www.dolphinentertainment.com/-- is an independent
entertainment marketing and premium content development company.
Through its subsidiaries, 42West LLC, The Door Marketing Group LLC
and Shore Fire Media, Ltd, the Company provides expert strategic
marketing and publicity services to many of the top brands, both
individual and corporate, in the entertainment, hospitality and
music industries.
Dolphin Entertainment reported a net loss of $1.19 million for the
year ended Dec. 31, 2019, compared to a net loss of $2.91 million
for the year ended Dec. 31, 2018. As of June 30, 2020, the Company
had $49.75 million in total assets, $30.21 million in total
liabilities, and $19.54 million in total stockholders' equity.
BDO USA, LLP, in Miami, Florida, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated March
30, 2020 citing that the Company has suffered recurring losses from
operations from prior years, has an accumulated deficit, and a
working capital deficit that raise substantial doubt about its
ability to continue as a going concern.
DOUBLE G BRANDS: Sale of All Assets to Naked Foods Approved
-----------------------------------------------------------
Judge Kathy A. Surratt-States of the U.S. Bankruptcy Court for the
Eastern District of Missouri authorized the bidding procedures in
connection with Double G Brands, Inc.'s sale of substantially all
assets to Naked Foods, LLC.
A hearing on the Motion was held on Aug. 17, 2020 at 11:00 a.m.
The Asset Purchase Agreement submitted by the Purchaser constitutes
the highest and best offer for the Acquired Assets. It is modified
by the terms of the Order.
The Acquired Assets will be transferred to the Purchaser on an "as
is, where is," free and clear of all interests, and any such
interests will attach to the proceeds of sale.
From the Sale Price, Commerce Bank's claim will be paid in full via
wire transfer in exchange for release of its debt, obligation, lien
and satisfaction of its claim.
The Order comprises a final and appealable order under 28 U.S.C.
Section 158(a).
Notwithstanding Bankruptcy Rules 6004(h) of the Federal Rules of
Bankruptcy Procedure, the Order will not be stayed and will be
effective immediately upon its entry upon the docket of the Court.
No later than five days after the date of the Order, the Debtor
will serve a copy of the Order on the parties to the matter not
receiving service by electronic filing and will file a Certificate
of Service no later than one business day thereafter.
About Double G Brands
Double G Brands, Inc., a manufacturer and wholesaler of pork
products, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Mo. Case No. 20-42984) on June 10, 2020. At the time
of the filing, the Debtor had estimated assets of between $500,000
and $1 million and liabilities of between $1 million and $10
million. Carmody MacDonald, P.C. is the Debtor's legal counsel.
ELITE PHARMACEUTICALS: CEO Converts Pref. Stock Into Common Stock
-----------------------------------------------------------------
Nasrat Hakim, CEO of Elite Pharmaceuticals, Inc., converted his
24.03443452410 shares of Series J Preferred Stock into an aggregate
of 158,017,321 shares of the Company's common stock pursuant to the
terms of the Series J Preferred Stock, at a conversion price of
$0.1521 per share of Common Stock.
The issuances of these shares of the Company's common stock were
exempt from registration pursuant to Sections 3(a)(9) and 4(a)(2)
of the Securities Act of 1933, as amended.
As a result of the conversion, there are no more shares of the
Company's Series J Preferred Stock.
About Elite Pharmaceuticals
Elite Pharmaceuticals, Inc. -- http://www.elitepharma.com/-- is a
specialty pharmaceutical company which is developing a pipeline of
niche generic products. Elite specializes in oral sustained and
controlled release drug products which have high barriers to entry.
Elite owns multiple generic products which have been licensed to
Lannett Company, Glenmark Pharmaceuticals, Inc. and TAGI Pharma.
Elite operates a cGMP and DEA registered facility for research,
development, and manufacturing located in Northvale, NJ.
Elite reported a net loss attributable to common shareholders of
$2.24 million for the year ended March 31, 2020, compared to a net
loss attributable to common shareholders of $9.28 million for the
year ended March 31, 2019. As of June 30, 2020, the Company had
$27.82 million in total assets, $16.03 million in total
liabilities, and $11.79 million in total shareholders' equity.
ENGINEERED PROPULSION: Taps Jarchow Law as Corporate Counsel
------------------------------------------------------------
Engineered Propulsion Systems, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Wisconsin to hire
Jarchow Law, LLC as its general corporate counsel.
The firm will provide these services in connection with Debtor's
Chapter 11 case:
a. consult with Debtor's professionals or representatives
concerning the administration of the case;
b. assist in preparing the disclosure statement, an asset
purchase agreement and plan of reorganization and attendant
negotiations and hearings;
c. prepare and review court papers;
d. appear at various court proceedings;
e. assist Debtor with the commencement of its operations;
f. analyze claims and assist Debtor's bankruptcy counsel to
obtain approval of a sale of its assets or confirmation of its
bankruptcy plan; and
g. take all necessary actions to protect and preserve Debtor's
estate.
The rates for the firm's attorneys and paraprofessionals who are
expected to render services range from $150 to $300 per hour.
Jarchow Law is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Adam Jarchow, Esq.
Jarchow Law LLC
360 4th Street, PO Box 117
Clear Lake, WI 54005
Telephone: (715) 263-4200
Facsimile: (715) 263-2980
Email: adam@jarchowlaw.com
About Engineered Propulsion Systems
Engineered Propulsion Systems, Inc., a manufacturer of aircraft
engines and engine parts in New Richmond, Wis., filed a Chapter 11
petition (Bankr. W.D. Wis. Case No. 20-11957) on July 29, 2020.
Engineered Propulsion President Michael Fuchs signed the petition.
At the time of the filing, Debtor was estimated to have $100
million to $500 million in assets and $10 million to $50 million in
liabilities.
Judge G. Michael Halfenger oversees the case.
Debtor has tapped Steinhilber Swanson, LLP as its bankruptcy
counsel and Jarchow Law, LLC as its general corporate counsel.
FACTOM INC: Touts Business Prospects in Amended Plan
----------------------------------------------------
Factom, Inc., filed an Amended Chapter 11 Plan of Reorganization.
To the Debtor’s knowledge, it is the first participant in the DHS
Science and Technology Directorate, Silicon Valley Innovation
Program ("SVIP") which is intended to provide funding for projects
that deploy technology to solve problems faced by DHS and its
sub-agencies. Under the program, companies are provided a series
of grants totaling up to $800,000 to develop and test
technologies.
The Debtor previously won five grants totaling nearly $1.2
million.
The Debtor's first project f was undertaken on behalf of the United
States Customs and Border Protection agency ("CPB") and concerns
the use of blockchain to secure data from sensors (principally
cameras) located along the United States-Mexico border. The Debtor
has successfully completed all four phases of the project.
Successful completion of the four phases constitutes competitive
procurement under the Competition in Contracting Act, and the
Federal Acquisition Regulations promulgated thereunder, and, as a
result, the Debtor can sell up to $10 million of the resulting
technology without going through a separate competitive bidding
process.
Because the project was one of the first to be undertaken through
the SVIP, certain aspects of the program had not been finalized;
and as a result, the Debtor was not advised until after the fact
that the technology developed needed to be packaged within a
management, provisioning and deployment platform before it could be
used within the CPB environment. Still, DHS liked the Debtor's
technology and suggested that the Debtor find a partner to provide
the needed management platform and then revert to DHS. The Debtor
has found a partner with the required technology (Signal Garden),)
and they together have met with DHS to present a combined solution.
The proposed, combined solution met with preliminary DHS approval
and the Debtor and Signal Garden were asked to create a working
demonstration. The working demonstration has been created and
presented to the SVIP office, where it was positively received.
The Debtor is presently working with the SVIP office to schedule a
demonstration for CBP. Upon making a successful demonstration, the
Debtor anticipates going into procurement and contract negotiations
which the Debtor anticipates taking 90 to 120 days.
If the subject technology is implemented along the United
States-Mexico border, the Debtor expects the subject contract to be
profitable. The Debtor projects generating $100,000 to $200,000 in
revenue in the form of engineering and consulting fees in its first
year. Once the technological solution has been fully implemented
the Debtor projects generating roughly $3 million/year in recurring
"software as a service" revenue, given inter alia that the Debtor
charges for the subject product based on its usage, the length of
the border and the anticipated thousands of sensors that would be
recording data.
In addition, DHS recently issued a new SVIP call with five
different subject areas. As part of the Debtor's fifth SVIP
contract with DHS, the Debtor has developed digital identity and
verifiable credential technology based on the W3C standard that is
required for all submissions to the current call. Of the seven
companies participating in this SVIP call, the Debtor was one of
only three able to fully pass DHS's compatibility tests.
Four partner companies have turned in submissions to this SVIP call
using the Debtor's technology on a revenue sharing basis using the
various subject areas. The Debtor anticipates receiving 35% to 40%
of the approximately $800,000 in revenue each complete program will
generate. Furthermore, the resulting solutions will use the
Debtor’s "software as a service" solution generating ongoing,
recurring revenue. The proposals submitted include solutions
addressing supply chain problems, alternate identifiers for social
security and identification technology for essential workers. The
broad range of subject areas addressed demonstrates the broad
applicability of the Debtor’s technology.
In addition to working with DHS, the Debtor is a subcontractor on a
project commissioned by the Department of Energy ("DOE") to protect
the United States' electric grid from cyber-attack using
blockchain. technology. As is described in the final report for
the first phase of the project, the Debtor developed a prototype
demonstrating a proprietary "Validator/Accumulator" architecture
for a private or hybrid private/public blockchain that organizes
data on a blockchain that can be distributed over the electric
grid. This architecture can handle millions of transactions per
second, covering multiple applications and use cases, and do so on
relatively standard computer architectures. In addition to high
transaction rates, the architecture allows specification of service
levels, as data is collected, condensed, and pruned over time,
keeping hardware requirements modest while delivering true
blockchain security to the electric grid. The Debtor was awarded
$57,000 in connection with the project's first phase.
The Debtor further anticipates the project's second phase, which
will develop the above beyond prototype level, will result in
commercially interesting technology which the Debtor will be able
to sell to companies in the electricity generation and distribution
industry. The Debtor anticipates generating revenues of $125,000
in the second phase.
The Debtor, in partnership with the University of North Texas, has
also applied for a $100,000 grant in connection with a Department
of Transportation project concerning application of blockchain
technology to traffic control.
The Debtor is in advanced stages of negotiations with two investors
who have completed due diligence and have expressed very strong
interest in investing in the Debtor's business and technology,
subject to FastForward's claims under the SAFE being fully
liquidated in bankruptcy as provided herein and the Debtor emerging
from bankruptcy. The Debtor expects the prospective investors to
collectively contribute not less than $1 million in its initial,
post-reorganization investment round. One of the above-referenced
investors is deeply connected to a $1 billion research lab ("Lab")
that has access to a large pool of government research grants. The
Debtor has had discussions with the Lab's senior management and the
feedback has been, that the Debtor's technology would likely add
significant value to the Lab's blockchain projects and that there
exists the potential for significant source of recurring
“software as a service” and engineering revenue for the Debtor.
Thus, provided the Debtor successfully liquidates FastForward's
claim, the Debtor anticipates generating revenue from these
contracts by the first quarter of 2021. The Debtor anticipates it
will be in a position to furnish evidence of committed financing,
again, subject to FastForward's claims under the SAFE being fully
liquidated in bankruptcy as provided herein and the Debtor emerging
from bankruptcy, in advance of the confirmation hearing.
A full-text copy of the Amended Chapter 11 Plan of Reorganization
dated July 15, 2020, is available at https://tinyurl.com/y2yr4ds5
from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Julia Klein
KLEIN LLC
919 North Market Street, Suite 600
Wilmington, Delaware 19801
Tel: (302) 438-0456
E-mail: klein@kleinllc.com
- and -
Jeffrey Chubak
AMINI LLC
131 West 35th Street, 12th Floor
New York, New York 10001
Tel: (212) 490-4700
E-mail: jchubak@aminillc.com
About Factom Inc.
Factom Inc. is a developer of scalable blockchain technology
designed to handle complex enterprise data and volume.
On June 18, 2020, Factom sought Chapter 11 protection (Bankr. D.
Del. Case No. 20-11602). In the petition signed by CEO Paul Snow,
the Debtor was estimated to have assets of $1 million to $10
million and liabilities of $500,000 to $1 million. The Hon.
Brendan Linehan Shannon is the case judge. Jeffrey Chubak, Esq.,
at AMINI LLC, is the Debtor's counsel. KLEIN LLC is the Debtor's
Delaware counsel.
FINANCIAL GRAVITY: Incurs $271K Net Loss in Third Quarter
---------------------------------------------------------
Financial Gravity Companies, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $271,170 on $947,491 of total revenue for the three
months ended June 30, 2020, compared to a net loss of $16,941 on
$926,541 of total revenue for the three months ended June 30,
2019.
For the nine months ended June 30, 2020, the Company reported a net
loss of $437,512 on $2.25 million of total revenue compared to a
net loss of $536,538 on $3.09 million of total revenue for the same
period in 2019.
As of June 30, 2020, the Company had $10.22 million in total
assets, $1.80 million in total current liabilities, $679,942 in
total non-current liabilities, and $7.73 million in total
stockholders' equity.
As of June 30, 2020, the Company had cash and cash equivalents of
$629,322. The increase of $593,269 in cash and cash equivalents
during the nine months ended June 30, 2020 was primarily due to net
cash used in operating activities ($407,842), the purchase of
Forta, ($332,454, net of Forta PPP loan), and the receipt of
funding of the PPP loans, (Financial Gravity $283,345 and Forta
$377,700). The aggregate PPP loans are expected to be forgiven.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1377167/000168316820002873/fingravity_10q-063020.htm
About Financial Gravity
Headquartered in Allen, Texas, Financial Gravity is a parent
company of financial services companies including brokerage, wealth
management, estate planning, family office services, risk
management, business and personal tax planning, business
consulting, and financial advisor services. Financial Gravity's
mission is to synergistically bring together companies that create
symbiotic advantages to each other in order to bring a complete
financial experience to the clients that it serves.
Financial Gravity reported a net loss of $623,485 for the year
ended Sept. 30, 2019, compared to a net loss of $1.52 million for
the year ended Sept. 30, 2018. As of March 31, 2020, the Company
had $1.96 million in total assets, $635,873 in total current
liabilities, $228,056 in total non-current liabilities, and $1.09
million in total stockholders' equity.
Whitley Penn LLP, in Dallas, Texas, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
Dec. 30, 2019, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.
FREDERICK D. FEIGL: $13K Sale of 1959 Cessna C-172 to Hammock OK'd
------------------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Frederick Douglas Feigl's
sale of his 1959 Cessna C-172 to Hammock Aviation Services, Inc.,
for $12,900.
The sale is free and clear of all liens, claims and interests, with
all liens, claims, and encumbrances existing on the date of sale
attaching to the sales proceeds.
The Federal Rule of Bankruptcy Procedure 6004(h) will not apply to
the Order.
Frederick Douglas Feigl sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 19-34156) on Dec. 18, 2019. The Debtor tapped Areya
Holder, Esq., as counsel.
FREDERICK D. FEIGL: $945K Sale of Streetman Property Approved
-------------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Frederick Douglas Feigl's
sale of the real property located at 230 Lincoln Drive, Streetman,
Texas, legally described as all that certain lot, tract or parcel
of land being Lot 21R, of the Wilderness Subdivision, Phase Two,
Freestone County, Texas, according to the plat of said addition
recorded in Cabinet B, Envelope 136, Plat Records, Freestone
County, Texas, together with all land, improvements, fixtures,
accessories, and appliances, to GratefulCove, LLC or its successors
or assigns for $945,000.
In the event the Buyer does not close and consummate the sale of
the Property within 15 days of the entry of the Order approving the
Motion, the Debtor is authorized to sell the Property to the next
highest bidder Fairlane Fund One LP for the purchase price of
$930,000. The Buyer has no obligation to the Debtor or the estate
to close.
The sale is free and clear of all liens, claims and interests, with
all liens, claims, and encumbrances existing on the date of sale
attaching to the sales proceeds.
The sale is free and clear of any and all 363 Interests and other
adverse claims, save and except the pro-rated 2020 ad valorem
taxes, whether arising by statute or otherwise. Any and all such
363 Interests will attach to the net proceeds of the sale.
Nothing in the Order will be construed to mean that the two
lienholders on the Property -- Wells Fargo Bank, N.A. and Oakwood
Bank -- will be required to accept less than the full amount due on
their respective claims.
The claims of Oakwood Bank and Wells Fargo Bank, N.A. will be paid
in full at closing, and Oakwood Bank and Wells Fargo Bank, N.A.
will promptly release their liens against the Property upon receipt
of payment in full.
Ad valorem tax claims for 2019 and ad valorem tax claims prorated
through 2020 will be paid in full at closing, and 2020 post-closing
tax obligations will become the responsibility of the Buyer.
Frederick Douglas Feigl sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 19-34156) on Dec. 18, 2019. The Debtor tapped Areya
Holder, Esq., as counsel.
FRONTIER COMMUNICATIONS: Paul, Weiss 3rd Update on First Lien Group
-------------------------------------------------------------------
In the Chapter 11 cases of Frontier Communications Corporation, et
al., the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP
submitted a third amended verified statement under Rule 2019 of
the Federal Rules of Bankruptcy Procedure, to disclose an updated
list of members of the Ad Hoc First Lien Committee.
The Ad Hoc First Lien Committee of certain unaffiliated holders of
loans or other indebtedness issued under (a) that certain First
Amended and Restated Credit Agreement, dated as of February 27,
2017, by and among Frontier Communications Corporation, as obligor,
and JPMorgan Chase Bank, N.A., as administrative agent and (b) that
certain Indenture, dated as of March 15, 2019, by and among
Frontier Communications Corporation, as issuer, the Bank of New
York Mellon, as trustee, and JPMorgan Chase Bank, N.A., as
collateral agent, hereby submits this amended verified statement.
In November 2019, certain members of the Ad Hoc First Lien
Committee retained Paul, Weiss, Rifkind, Wharton & Garrison LLP to
represent them in connection with a potential restructuring
involving the above-captioned debtors and debtors-in- possession.
From time to time thereafter, certain additional holders of First
Lien Obligations joined the Ad Hoc First Lien Committee.
On April 22, 2020, Paul, Weiss filed the Verified Statement of the
Ad Hoc First Lien Committee Pursuant to Bankruptcy Rule 2019
[Docket No. 126]. On May 12, 2020, Paul, Weiss filed the Amended
Verified Statement of the Ad Hoc First Lien Committee Pursuant to
Bankruptcy Rule 2019 [Docket No. 266]. On June 29, 2020, Paul,
Weiss filed the Second Amended Verified Statement of the Ad Hoc
First Lien Committee Pursuant to Bankruptcy Rule 2019 [Docket No.
630]. Since then, the members of the Ad Hoc First Lien Committee
and the disclosable economic interests in relation to the Debtors
that such members hold or manage have changed. Accordingly,
pursuant to Bankruptcy Rule 2019, Paul, Weiss submits this Third
Amended Statement.
As of Aug. 20, 2020, members of the Ad Hoc First Lien Committee and
their disclosable economic interests are:
ABRY ADVANCED SECURITIES FUND III LP AND
ABRY ADVANCED SECURITIES FUND IV LP
888 Boylston St., Suite 1600
Boston, MA 02199
* Term Loan Obligations: $37,325,382
APG Asset Management US, Inc.
666 Third Avenue
New York, NY 10017
* Term Loan Obligations: $29,284,068
* First Lien Note Obligations: $10,000,000
* Second Lien Obligations: $40,000,000
Aurelius Capital Master, Ltd.
c/o Aurelius Capital Management, LP
535 Madison Avenue 31st Floor
New York, NY 10022
* Term Loan Obligations: $110,881,279
Bain Capital Credit, LP
200 Clarendon St.
Boston MA 02116
* Term Loan Obligations: $60,958,147
BLACKROCK FINANCIAL MANAGEMENT, INC.
40 East 52nd Street
New York, NY 10022
* Term Loan Obligations: $65,047,274
* First Lien Note Obligations: $228,502,000
* Second Lien Note Obligations: $23,025,000
CVI AA Cayman Securities LP
CVI AV Cayman Securities LP
CVI CVF III Cayman Securities Ltd
CVI CVF IV Cayman Securities Ltd.
CVIC Cayman Securities Ltd.
CarVal GCF Cayman Securities Ltd.
461 Fifth Avenue
New York, NY 10017
* Term Loan Obligations: $142,526,845
* Revolving Credit Facility Obligations: $5,000,000
* First Lien Note Obligations: $76,714,000
Delaware Management Company
2005 Market Street,
One Commerce Square, 40th Floor
Philadelphia, PA19103
* Term Loan Obligations: $17,116,535
* First Lien Note Obligations: $4,856,000
First Trust Advisors
120 E Liberty Dr.
Wheaton, IL 60187
* Term Loan Obligations: $12,750,000
* First Lien Note Obligations: $18,357,000
* Second Lien Note Obligations: $12,000,000
Fidelity Management & Research Co
245 Summer Street
Boston MA 02210
* Term Loan Obligations: $121,088,169
* First Lien Note Obligations: $220,345,000
* Second Lien Note Obligations: $119,132,000
* Unsecured Notes Obligations: $49,313,000
First Pacific Management & Research Co
11601 Wilshire Blvd, Suite 1200
Los Angeles, CA 90025
* Term Loan Obligations: $4,321,718
* Revolving Credit Facility Obligations: $28,000,000
Governors Lane LP
510 Madison Avenue, 11th Floor
New York, NY 10022
* Term Loan Obligations: $37,703,077
HBK Master Fund L.P.
c/o HBK Services LLC
2300 North Field Street, Suite 2200
Dallas, Texas 75201
* Term Loan Obligations: $169,935,353
* Revolving Credit Facility Obligations: $25,000,000
* First Lien Note Obligations: $55,059,000
Intermarket Corporation
888 Seventh Avenue 27th Floor
New York, NY 10106
* Term Loan Obligations: $10,145,636
J.P. Morgan Investment Management Inc.
1 E Ohio St
Indianapolis, IN 46204
* First Lien Note Obligations: $56,649,000
* Second Lien Note Obligations: $103,804,000
* Unsecured Notes Obligations: $225,335,000
Loomis, Sayles & Company, L.P.
One Financial Center
Boston, MA 02111
* Term Loan Obligations: $4,245,174
* First Lien Note Obligations: $10,990,000
MidOcean Credit Fund Management LP
245 Park Avenue, 38th Floor
New York, NY 10167
* First Lien Note Obligations: $37,895,000
Neuberger Berman Investment Advisers LLC and
Neuberger Berman Loan Advisers LLC
1290 Avenue of the Americas
New York, NY 10104
* Term Loan Obligations: $91,481,507
* First Lien Note Obligations: $65,235,000
Olympus Peak Asset Management LP
745 Fifth Avenue, Suite 1604
New York, NY 10151
* Term Loan Obligations: $19,195,420
Pacific Investment Management Company LLC
650 Newport Center Drive
Newport Beach, CA 92660
* Term Loan Obligations: $160,533,430
* First Lien Note Obligations: $58,750,000
* Unsecured Notes Obligations: $10,879,000
Sound Point Capital Management LP
375 Park Avenue, 33rd Floor
New York, NY 10152
* Term Loan Obligations: $9,000,000
Symphony Asset Management LLC
555 California Street, Suite 3100
San Francisco, CA 94104
* Term Loan Obligations: $69,502,118
* First Lien Note Obligations: $5,000,000
The TCW Group, Inc.
865 South Figueroa Street
Los Angeles, CA 90017
* Term Loan Obligations: $62,189,504
* First Lien Note Obligations: $855,000
* Unsecured Notes Obligations: $4,219,000
Counsel for the Ad Hoc First Lien Committee can be reached at:
Brian S. Hermann, Esq.
Kyle J. Kimpler, Esq.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019-6064
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/kYp3I6
About Frontier Communications
Frontier Communications Corporation (NASDAQ: FTR) offers a variety
of services to residential and business customers over its
fiber-optic and copper networks in 29 states, including video,
high-speed internet, advanced voice, and Frontier Secure digital
protection solutions.
Frontier Communications Corporation and 103 related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on
April 14, 2020. Judge Robert D. Drain oversees the cases.
The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore
as financial advisor; and FTI Consulting, Inc., as restructuring
advisor. Prime Clerk is the claims agent, maintaining the page
http://www.frontierrestructuring.com/and
https://cases.primeclerk.com/ftr
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in Debtors' Chapter 11 cases.
GAIL HALPERN: $4M Sale of Palm Beach Gardens Property to Meyers OKd
-------------------------------------------------------------------
Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Gail Halpern's sale of the real
property located at 2940 Le Bateau Drive, Palm Beach Gardens,
Florida free and clear of liens and encumbrances, to Michael and
Katayoun Meyer pursuant to their Contract for Purchase and Sale for
$4.05 million.
The Debtor is authorized to execute all customary Closing Documents
in connection with the sale of the Property, and to enter into and
to perform all obligations required of her under the Closing
Documents. Each of the terms and conditions of the Contract for
Sale are approved.
The sale is free and clear of all liens, claims and encumbrances,
with all perfected liens to attach to the net proceeds of sale,
after reasonable and customary closing costs. Such net proceeds
will be used to pay the perfected secured claims of Bank United,
N.A., Frenchman's Creek, Inc., Robert Denenberg, and the Palm Beach
County Tax Collector in accordance with a Closing Statement which
has been approved by such secured creditors. The Closing Statement
must be provided before closing to the counsel for each of the
secured creditors.
The Debtor will pay from the proceeds of sale all reasonable and
customary costs related to the closing. All proceeds will be
disbursed by the closing agent at closing. First Mortgagee, Bank
United, N.A. (through loan servicer Carrington Mortgage Services,
LLC) must be paid in full at closing, based on a current, unexpired
payoff statement from Bank United, N.A. through its servicer,
payment to be within 48 business hours of the closing authorized by
Bank United, N.A. through its servicer.
If the closing proceeds are insufficient to pay in full all of the
perfected secured claims asserted against the Property, then the
closing will be completed in escrow pending further review and
order of the Court as to the payment of the holders of perfected
secured claims against the Property which are junior in priority to
the perfected secured claim of Bank United, N.A.
Any remaining proceeds from sale, after payment of closing costs
and the perfected secured claims against the Property, will be held
in the Debtor in her DIP account pending further order of the
Court.
The Court vacates and modifies the automatic stay imposed by
section 362 of the Bankruptcy Code to the extent necessary to
implement and effectuate the terms and provisions of the Closing
Documents and the Order.
The Order will constitute findings of fact and conclusions of law
pursuant to Fed. R. Bankr. P. 7052, made applicable to the
proceeding by Fed. R. Bankr. P. 9014.
The stay of the effectiveness of the Order under Fed. R. Bankr. P.
6004(h) is waived and the sale of the Property may occur
immediately upon entry of the Order.
Gail Halpern sought Chapter 11 protection (Bankr. S.D. Fla. Case
No. 19-23411) on Oct. 4, 2019. The Debtor tapped Malinda L. Hayes,
Esq., at Markarian & Hayes, as counsel.
GB SCIENCES: Incurs $13.1 Million Net Loss in Fiscal 2020
---------------------------------------------------------
GB Sciences, Inc. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net loss of $13.11
million on $3.12 million of sales revenue for the year ended March
31, 2020, compared to a net loss of $24.68 million on $3.45 million
of sales revenue for the year ended ended March 31, 2019.
As of March 31, 2020, the Company had $14.35 million in total
assets, $14.44 million in total liabilities, and a total deficit of
$88,494.
Assurance Dimensions, in Margate, Florida, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated Aug. 27, 2020, citing that the Company has suffered recurring
losses. For the year ended March 31, 2020 the Company had a net
loss, had net cash used in operating activities of $4,479,713, and
had negative working capital of $3,884,877. These factors raise
substantial doubt about its ability to continue as a going
concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1165320/000143774920018953/gblx20200331_10k.htm
About GB Sciences
GB Sciences, Inc. seeks to be a biopharmaceutical research and
cannabinoid-based drug development company whose goal is to create
patented formulations for safe, standardized, cannabinoid therapies
that target a variety of medical conditions in both the
pharmaceutical and wellness markets. The Company is engaged in the
research and development of cannabinoid medicines and plans to
produce cannabinoid therapies for the wellness markets based on its
portfolio of intellectual property.
GNC HOLDINGS: Debtor Will Restructure with the Proceeds of $525M
----------------------------------------------------------------
GNC Holdings, Inc., et al., submitted a Plan and a Disclosure
Statement.
Under the Restructuring provided for in the Plan, the Debtors will
restructure their prepetition funded debt obligations with the
proceeds of $525 million in New Debt as well as the exchange of a
portion of their prepetition obligations for the New Common
Equity.
Class 3 Tranche B-2 Term Loan Secured Claims are impaired. Each
holder of an Allowed Tranche B-2 Term Loan Claim will,
* in the event of a Sale Transaction constituting the Harbin
Stalking Horse Bid, receive its pro rata share of the total amount
of Second Lien Take-Back Notes issued in connection with the Sale
Transaction less any Additional Second Lien Take-Back Notes issued
and provided to Holders of Claims in Class 4 as set forth herein,
and Cash equal to $[100 million less the DIP Adjustment] and as
adjusted further pursuant to the Purchase Price Adjustment.
* in the event of a Restructuring, receive its Pro Rata Share of
(i) 100% of the New Common Equity, subject to dilution by the New
Warrants and the Management Incentive Plan, and (ii) $50 million in
principal amount of the Exit FLSO Facility Loans.
Class 4 General Unsecured Claims; Tranche B-2 Term Loan Deficiency
Claims; and Convertible Unsecured Notes Claims are impaired:
* If and only if the Class 4 Conditions have been met:
Each Holder of an Allowed General Unsecured Claim, Convertible
Unsecured Notes Claim, and Tranche B-2 Term Loan Deficiency Claim
shall receive: (A) in the event of a Sale Transaction, its Pro Rata
Share of the Additional Second Lien Take-Back Notes, or (B) in the
event of a Restructuring, at its own election, (x) its Pro Rata
Share of the New Warrants or (y) if its Allowed Claim is less than
[$__] (including through a voluntary reduction by the Holder
thereof), its Pro Rata Share of [$___] in Cash.
* If the Class 4 Conditions have not been met:
(A) in the event of a Sale Transaction, each Holder of Allowed
General Unsecured Claim, Convertible Unsecured Notes Claim, and
Tranche B-2 Term Loan Deficiency Claim shall receive its Pro Rata
Share of any Sale Transaction Proceeds remaining after funding the
Wind-Down Amounts, the Professional Fee Escrow Account and payment
of (or funding of reserves in respect of) the DIP ABL FILO Facility
Claims, DIP Term Facility Claims, Allowed Tranche B- 2 Term Loan
Secured Claims and all other Claims that are senior to Class 4
Claims; or (B) In the event of a Restructuring, each Allowed
General Unsecured Claim, Convertible Unsecured Notes Claim, and
Tranche B-2 Term Loan Deficiency Claim will be cancelled, released,
discharged and extinguished, as the case may be, and will be of no
further force or effect, whether surrendered for cancellation or
otherwise, and the holders thereof shall receive no recovery on
account of such claims.
* Class 4A Convenience Class Claims are impaired. Each Holder
of an Allowed Convenience Class Claim shall receive, in full and
final satisfaction, compromise, settlement, release and discharge
of and in exchange for such Allowed Convenience Class Claim, Cash
in an amount equal to up to [__]% of such Allowed Convenience Class
Claim subject to the Convenience Class Cap.
Class 5 Subordinated Securities Claims are impaired. Each Holder of
Subordinated Securities Claims shall receive no recovery or
distribution on account of such Subordinated Securities Claims.
Class 8 Equity Interests are impaired. Holders of Equity Interests
shall receive no distribution on account of their Equity Interests.
On the Effective Date, all Equity Interests will be canceled,
released, and extinguished, and will be of no further force or
effect.
The Plan contains standard means of implementation, including
provisions authorizing the Debtors to engage in corporate
restructuring transactions (including incurring the New Debt and
issuing the New Common Equity and New Warrants), provisions
authorizing the steps necessary to consummate the Sale Transaction
and the wind-down contemplated by Articles IV.W of the Plan (the
“Wind-Down”), provisions regarding cancellation of prepetition
debt agreements and equity interests, provisions specifying the
sources of Plan distributions, provisions regarding the Reorganized
Debtors’ corporate existence and corporate governance, and the
vesting of assets in the Reorganized Debtors, among other matters.
A full-text copy of the Disclosure Statement dated July 15, 2020,
is available at https://tinyurl.com/yxgs823n from PacerMonitor.com
at no charge.
Proposed Counsel to the Debtors:
Richard A. Levy
Caroline A. Reckler
Asif Attarwala
Brett V. Newman
LATHAM & WATKINS LLP
330 North Wabash Avenue, Suite 2800
Chicago, Illinois 60611
Telephone: (312) 876-7700
Facsimile: (312) 993-9767
Email: richard.levy@lw.com
caroline.reckler@lw.com
asif.attarwala@lw.com
brett.newman@lw.com
- and -
George A. Davis
Andrew C. Ambruoso
Jeffrey T. Mispagel
885 Third Avenue
New York, New York 10022
Telephone: (212) 906-1200
Facsimile: (212) 751-4864
Email: george.davis@lw.com
andrew.ambruoso@lw.com
jeffrey.mispagel@lw.com
Michael R. Nestor (No. 3526)
Kara Hammond Coyle (No. 4410)
Andrew L. Magaziner (No. 5426)
Joseph M. Mulvihill (No. 6061)
YOUNG CONAWAY STARGATT &
TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: mnestor@ycst.com
kcoyle@ycst.com
amagaziner@ycst.com
jmulvihill@ycst.com
About GNC Holdings
GNC Holdings Inc. -- http://www.gnc.com/--
is a global health and wellness brand with a diversified
omni-channel business. In its stores and online, GNC Holdings
sells an assortment of performance and nutritional supplements,
vitamins, herbs and greens, health and beauty, food and drink, and
other general merchandise, featuring innovative private-label
products as well as nationally recognized third-party brands, many
of which are exclusive to GNC Holdings. Visit www.gnc.com for more
information.
GNC Holdings and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11662) on
June 23, 2020. The Debtors disclosed $1,415,957,000 in assets and
$895,022,000 in liabilities as of March 31, 2020.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham
& Watkins, LLP as legal counsel; Evercore Group, LLC as investment
banker and financial advisor; FTI Consulting, Inc. as financial
advisor; and Prime Clerk as claims and noticing agent. Torys LLP
is the legal counsel in the Companies' Creditors Arrangement Act
case.
GRESHAM HOTEL: Hires Michael D. O'Brien as Counsel
--------------------------------------------------
Gresham Hotel, LLC, seeks authority from the United States
Bankruptcy Court for the District of Oregon to employ Michael D.
O'Brien & Associates P.C. as its counsel.
Michael D. O'Brien will represent the Debtor for all purposes
related to the petition for relief including, among other things,
negotiating financing orders, obtaining authorization for use of
cash collateral, reviewing and evaluating the status and validity
of secured claims, litigation implementing their avoidance powers
and formulating a disclosure statement and plan of reorganization.
The firm's hourly rates are:
Michael D. O'Brien, MDO, Partner $430
Theodore J. Piteo, TJP, Associate Attorney $350
Hugo Zollman, HZ, Senior Paralegal $170
Lauren Gary, LNG, Paralegal $100
Gresham Hotel paid $1,000 in January 2020 and then $15,000 to
Michael D. O'Brien on July 17, 2020, immediately prior to filing.
From this amounts the sum of $1,717 was paid to the USBC for a
filing fee, and $13,283 is earned on receipt.
The partners and associates of Michael D. O'Brien & Associates P.C.
do not have any connection with Debtor’s creditors, any other
party in interest, or their respective attorneys or accountants,
according to court filings.
The firm can be reached through:
Theodore J. Piteo, Esq.
MICHAEL D. O'BRIEN & ASSOCIATES, P.C.
12909 SW 68th Parkway, Suite 160
Portland, OR 97223
Tel: 503-786-3800
Email: enc@pdxlegal.com
About Gresham Hotel, LLC
Gresham Hotel, LLC is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)). It operates under the traveler
accommodation industry.
Gresham Hotel, LLC, filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No.
20-32352) on Aug. 7, 2020. The petition was signed by Hardeep
Samra, member. At the time of filing, the Debtor estimated $1
million to $10 million in both assets and liabilities. Theodore J.
Piteo, Esq. at MICHAEL D. O'BRIEN & ASSOCIATES, P.C. represents
the Debtor as counsel.
HAGUE TEXTILES: Unsecureds Get 20% Dividend in Bootstrap Plan
-------------------------------------------------------------
Hague Textiles, Inc., filed an Amended Disclosure Statement
explaining its proposed Plan, which is a "bootstrap" or stand-alone
plan.
The Plan relies on the future income of the Debtor to pay its
obligations under the Plan. The Plan contemplates the satisfaction
of the creditors through a restructuring of the Debtor's
obligations. The Plan contemplates: (i) the satisfaction of all
administrative and priority claims (ii) the satisfaction of the
allowed secured claims of Provident Commercial Finance, LLC and
Commercial Business Funding Corporation; and (iii) the payment of a
20% dividend to the holders of allowed general unsecured claims,
including the claims of several undersecured creditors, over a
sixty month period from the Effective Date of the Plan. A budget
reflecting the Debtor’s projections over the sixty months from
the Effective Date as well as the payments proposed to be made
pursuant to the Plan.
A full-text copy of the Amended Disclosure Statement dated July 15,
2020, is available at https://tinyurl.com/y6krmnpl from
PacerMonitor.com at no charge.
Attorney for the Debtor:
David B. Madoff
Steffani M. Pelton
MADOFF & KHOURY LLP
124 Washington Street, Suite 202
Foxboro, MA 02035
Tel: (508) 543-0040
About Hague Textiles
Hague Textiles, Inc., is a small, family-owned manufacturer,
focusing on leather and leather goods such as belts, bags, and
carrying case. The company sells products to retail and wholesale
customers, and is developing a business with corporate gifts.
Hague Textiles sought Chapter 11 protection (Bankr. D. Mass. Case
No. 19-13323) on Sept. 30, 2019. Madoff & Khoury LLP is the
Debtor's counsel.
HEART CONSULTANTS: Seeks to Hire Frank Morris as Legal Counsel
--------------------------------------------------------------
Heart Consultants, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to hire the Law Office of Frank
Morris II as its legal counsel.
The firm will provide the following services:
a. represent Debtor in its Chapter 11 Sub Chapter V case and
advise Debtor as to its rights, duties and powers;
c. prepare and file all necessary statements, schedules and
other documents and negotiate and prepare a plan of reorganization
for Debtor;
d. represent Debtor at hearings, meeting of creditors,
conferences, trials, and other proceedings; and
e. performing other legal services in connection with the
case.
The firm does not hold nor represent an interest averse to the
estate with respect to the matters on which they are employed,
according to court filings.
The firm can be reached through:
Frank Morris II, Esq.
Law Office of Frank Morris II
8201 Corporate Drive Suite 260
Landover, MD 20785
Telephone: (301) 731-1000
Facsimile: (301) 731-1206
Email: frankmorrislaw@yahoo.com
About Heart Consultants
Based in Silver Spring, Md., Heart Consultants, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md.
Case No. 20-16195) on June 22, 2020, listing under $1 million in
both assets and liabilities. Judge Lori S. Simpson oversees the
case. Debtor has tapped Goren Law, LLC as its legal counsel, and
Comprehensive Business of Northern Virginia, LLC as its bookkeeper
and accountant.
HEART CONSULTANTS: Taps Precision Healthcare as Office Manager
--------------------------------------------------------------
Heart Consultants, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to hire Precision Healthcare
Solutions, LLC to provide office management services.
The firm will receive a general retainer worth $5,000 per month.
Precision Healthcare has no interest adverse to Debtor and its
bankruptcy estate in any of the matters upon which the firm is to
be engaged, according to court filings.
The firm can be reached through:
Precision Healthcare Solutions, LLC
Charletta Washington PO Box 2024
Bowie, MD 20718
About Heart Consultants
Based in Silver Spring, Md., Heart Consultants, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md.
Case No. 20-16195) on June 22, 2020, listing under $1 million in
both assets and liabilities. Judge Lori S. Simpson oversees the
case. Debtor has tapped Goren Law, LLC as its legal counsel, and
Comprehensive Business of Northern Virginia, LLC as its bookkeeper
and accountant.
HOPEDALE MINING: Ice Miller Represents Utility Companies
--------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Ice Miller LLP submitted a verified statement to
disclose that it is representing the utility companies in the
Chapter 11 cases of Hopedale Mining LLC, et al.
The names and addresses of the Utilities represented by the Firm
are:
a. Appalachian Power Company
Ohio Power Company
Kentucky Power Company
Attn: Dwight C. Snowden
American Electric Power
1 Riverside Plaza, 13th Floor
Columbus, Ohio 43215
The nature and the amount of claims of the Utilities, and the times
of acquisition thereof are as follows:
a. Ohio Power Company has an unsecured claim against the
above-referenced Debtors arising from prepetition utility usage
after the application of prepetition cash deposits pursuant to
Section 366(c)(4) of the Bankruptcy Code.
b. Appalachian Power Company and Kentucky Power Company held
prepetition deposits that secured all prepetition debt.
c. For more information regarding the claims and interests of
the Utilities in these jointly-administered cases, refer to the
Objection Of Appalachian Power Company, Kentucky Power Company and
Ohio Power Company To The Debtors' Motion For Entry of Interim and
Final Orders (I) Approving the Debtors' Proposed Adequate Assurance
of Payment For Future Utility Services, (II) Prohibiting Utility
Companies From Altering, Refusing, or Discontinuing Services, (III)
Approving the Debtors' Proposed Procedures For Resolving Adequate
Assurance Requests, and (IV) Granting Related Relief [Docket No.
144] filed in the above-captioned, jointly- administered,
bankruptcy cases.
Ice Miller LLP was retained to represent the foregoing Utilities in
July 2020. The circumstances and terms and conditions of employment
of the Firms by the Companies is protected by the attorney-client
privilege and attorney work product doctrine.
The Firm can be reached at:
Daniel M. Anderson, Esq.
Ice Miller LLP
250 West Street, Suite 700
Columbus, OH 43215
Telephone: (614) 462-5013
Facsimile: (614) 224-3126
Email: Daniel.Anderson@icemiller.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/4YTlpZ
About Hopedale Mining
Hopedale Mining, LLC and its affiliates are diversified coal
producers. They produce, process and sell coal of various steam
and
metallurgical grades from multiple coal-producing basins in the
United States. They market steam coal primarily to electric
utility companies as fuel for their steam powered generators. The
companies have a geographically diverse asset base with coal
reserves located in Central Appalachia, Northern Appalachia, the
Illinois Basin and the Western Bituminous region.
On July 22, 2020, Hopedale Mining sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No.
20-12043). At the time of the filing, Hopedale Mining had
estimated
assets of between $10 million and $50 million and liabilities of
between $1 million and $10 million.
Judge Guy R. Humphrey oversees the cases.
Debtors have tapped Frost Brown Todd LLC as their bankruptcy
counsel, Cambio Group LLC as restructuring advisor, Energy
Ventures
Analysis Inc. as financial advisor, FTI Consulting Inc. as
bankruptcy consultant, and Epiq Corporate Restructuring LLC as
claims and noticing agent.
On July 30, 2020, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee has
retained Foley & Lardner LLP and Barber Law PLLC as its legal
counsel and B. Riley FBR, Inc. as its financial advisor.
HOPEDALE MINING: Law Firm of Russell Represents Utility Companies
-----------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Law Firm of Russell R. Johnson III, PLC submitted a verified
statement to disclose that it is representing the utility companies
in the Chapter 11 cases of Hopedale Mining LLC, et al.
The names and addresses of the Utilities represented by the Firm
are:
a. Appalachian Power Company
Ohio Power Company
Kentucky Power Company
Attn: Dwight C. Snowden
American Electric Power
1 Riverside Plaza, 13th Floor
Columbus, Ohio 43215
The nature and the amount of claims of the Utilities, and the times
of acquisition thereof are as follows:
a. Ohio Power Company has an unsecured claim against the
above-referenced Debtors arising from prepetition utility usage
after the application of prepetition cash deposits pursuant to
Section 366(c(4) of the Bankruptcy Code.
b. Appalachian Power Company and Kentucky Power Company held
prepetition deposits that secured all prepetition debt.
c. For more information regarding the claims and interests of
the Utilities in these jointly-administered cases, refer to the
Objection Of Appalachian Power Company, Kentucky Power Company and
Ohio Power Company To The Debtors' Motion For Entry of Interim and
Final Orders (I) Approving the Debtors' Proposed Adequate Assurance
of Payment For Future Utility Services, (II) Prohibiting Utility
Companies From Altering, Refusing, or Discontinuing Services, (III)
Approving the Debtors' Proposed Procedures For Resolving Adequate
Assurance Requests, and (IV) Granting Related Relief [Docket No.
144] filed in the above-captioned, jointly- administered,
bankruptcy cases.
The Law Firm of Russell R. Johnson III, PLC was retained to
represent the foregoing Utilities in July 2020. The circumstances
and terms and conditions of employment of the Firm by the Companies
is protected by the attorney-client privilege and attorney work
product doctrine.
The Firm can be reached at:
Russell R. Johnson III, Esq.
LAW FIRM OF RUSSELL R. JOHNSON III, PLC
2258 Wheatlands Drive
Manakin-Sabot, VA 23103
Tel: (804) 749-8861
Fax: (804) 749-8862
Email: russell@russelljohnsonlawfirm.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/C8iH4Z and https://is.gd/OSXRuf
About Hopedale Mining
Hopedale Mining, LLC and its affiliates are diversified coal
producers. They produce, process and sell coal of various steam
and metallurgical grades from multiple coal-producing basins in the
United States. They market steam coal primarily to electric
utility companies as fuel for their steam powered generators. The
companies have a geographically diverse asset base with coal
reserves located in Central Appalachia, Northern Appalachia, the
Illinois Basin and the Western Bituminous region.
On July 22, 2020, Hopedale Mining sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No.
20-12043). At the time of the filing, Hopedale Mining had
estimated
assets of between $10 million and $50 million and liabilities of
between $1 million and $10 million.
Judge Guy R. Humphrey oversees the cases.
Debtors have tapped Frost Brown Todd LLC as their bankruptcy
counsel, Cambio Group LLC as restructuring advisor, Energy
Ventures
Analysis Inc. as financial advisor, FTI Consulting Inc. as
bankruptcy consultant, and Epiq Corporate Restructuring LLC as
claims and noticing agent.
On July 30, 2020, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee has
retained Foley & Lardner LLP and Barber Law PLLC as its legal
counsel and B. Riley FBR, Inc. as its financial advisor.
HORTON INVESTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Horton Investments, LLC
908 Cedar Creek Grade
Winchester, VA 22601
Business Description: Horton Investments, LLC primarily engages in
renting and leasing real estate properties.
Chapter 11 Petition Date: August 28, 2020
Court: United States Bankruptcy Court
Western District of Virginia
Case No.: 20-50647
Debtor's Counsel: Hannah W. Hutman, Esq.
HOOVER PENROD, PLC
342 S. Main Street
Harrisonburg, VA 22801
Tel: (540) 433-2444
E-mail: hhutman@hooverpenrod.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Nancy B. Horton, member manager.
The Debtor stated it has no unsecured creditors.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/EAETFCQ/Horton_Investments_LLC__vawbke-20-50647__0001.0.pdf?mcid=tGE4TAMA
HOUGHTON MIFFLIN: Moody's Cuts CFR to Caa1, Outlook Stable
----------------------------------------------------------
Moody's Investors Service downgraded Houghton Mifflin Harcourt
Publishers Inc.'s credit ratings, including its Corporate Family
Rating to Caa1 from B3 and Speculative Grade Liquidity Rating to
SGL-3 from SGL-2. The outlook is stable.
"The downgrades reflects Moody's expectation of a sharp decline in
revenue in 2020 caused by budgetary constraints and likely
deferrals of purchasing decisions by school districts amid the
coronavirus pandemic, which will lead to HMH's earnings decline and
a spike in leverage in the next 12-18 months," according to Dilara
Sukhov, Moody's lead analyst on Houghton Mifflin. "Meaningful
rebound in the company's performance in 2021 is unlikely given the
potential educational funding pressures at state and local level,
making it difficult for HMH to achieve earnings growth that is
necessary to reduce its very high leverage and generate positive
free cash flow".
The company's improved balance sheet going into the pandemic, no
maturities until November 2024 and adequate liquidity provide some
flexibility over the next 12-18 months to manage the effects of
pressure on state and local government budgets.
The speculative-grade liquidity rating downgrade to SGL-3 from
SGL-2 reflects Moody's expectations for negative free cash flow
generation in 2020, an erosion of the cash balances because of
earnings decline in 2020 and the likelihood that recovery will be
slow in 2021. HMH's adequate liquidity is nevertheless supported by
its $139 million of cash and $109 million availability on the
revolver as of June 30, 2020. In July the revolver was fully repaid
and remains undrawn. Also supporting the company's liquidity are
lack of near-term maturities, lack of term loan financial
maintenance covenants, and a springing minimum fixed charge
coverage ratio on the revolver that Moody's does not expect to be
triggered.
Downgrades:
Issuer: Houghton Mifflin Harcourt Publishers Inc.
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2
Gtd Senior Secured Term Loan B, Downgraded to Caa1 (LGD4) from B3
(LGD4)
Senior Secured Regular Bond/Debenture, Downgraded to Caa1 (LGD4)
from B3 (LGD4)
Outlook Actions:
Issuer: Houghton Mifflin Harcourt Publishers Inc.
Outlook, Remains Stable
RATINGS RATIONALE
HMH's Caa1 CFR reflects the company's exposure to a highly cyclical
K-12 core educational market, which leads to volatility in
year-over-year operating performance, cash flow, and leverage. The
company's earnings are dependent on shifts in school budgets,
highly seasonal school spending, dependence on yearly fluctuations
in state adoptions and intense competition from a push to utilize
technology to cost-effectively improve student learning outcomes.
The Caa1 corporate family rating also takes into account Moody's
expectation of the company's negative projected free cash flow
generation over the next 12-18 months and a sharp increase in
Debt/EBITDA (Moody's adjusted) to around 9x (Moody's adjusted) by
the end of 2020 from 2.9x as of FYE2019, with no meaningful rebound
expected in 2021. All metrics incorporate Moody's standard
adjustments and factor in cash prepublication as a reduction to
EBITDA.
Moody's believes that HMH will need meaningful earnings growth to
generate positive free cash flow in 2021 to bring down its very
high debt-to-EBITDA. There are substantial risks to achieving this
performance, including factors that are not in the company's
control such as the actions of competitors as well as state and
local budget appropriations at a time when tax revenues are
pressured by the pandemic. The company's primary customers in the
Education segment (89% of FY2019 total revenue) are public school
districts, and their primary sources of funding are state and local
tax collections, which are under pressure due to the coronavirus
outbreak. Sufficient liquidity and lack of near-term debt
maturities diminish near-term default risk and provide HMH
sufficient flexibility to recover its operating performance from
COVID-related revenue decline and execute its growth initiatives.
HMH's rating continues to garner support from its good market
position within K-12 educational publishing, a broad portfolio of
educational publishing products, established relationships with
customers, large sales force and high industry entry barriers and a
well-known brand. In addition, the company's learning Intervention
products perform well, and HMH intends to expand and grow its
presence in the Extensions products over the next several years.
HMH is also looking to transform its business towards a
service-like offering, adopting a more incremental approach toward
product development. The strategic shift towards greater focus on
Extensions and continuous incremental product investment will
likely provide for reduced cash flow volatility over the long term
and reduce reliance on highly cyclical core educational materials
adoptions, but there are some operational and investment risks
associated with this move as well. Moody's anticipates that
competition will remain strong, particularly in the more
discretionary Extensions market. Moody's also expects digital
adoption of courseware in the K-12 market to accelerate due to the
on-line and hybrid learning formats that many schools adopted
across the country, presenting a growth opportunity to HMH.
The stable rating outlook reflects Moody's expectation that HMH
will maintain adequate liquidity and will manage its cost base
appropriately should actual sales and billings continue to
decline.
ESG CONSIDERATIONS
An on-going digitalization of education content and delivery is
driving a shift in the education market. Moody's views growing
acceptance of educational solutions in digital formats as an
important social trend that has been reshaping and will continue to
transform the way HMH and its peers go to market. HMH responds to
these social trends by investing in adaptive learning, real-time
interaction and personalized educational content in a platform- and
device-agnostic manner. Further accelerated by the coronavirus
pandemic, schools are using more digital content in their
classrooms and implementing online or blended learning tools, which
is shifting the historical mix of print and digital educational
materials, continuing to transform the company's growth strategy.
The spread of the coronavirus outbreak and deteriorating global
economic outlook are creating a severe and extensive credit shock
across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The
media/publishing has been one of the sectors most significantly
affected by the shock given its sensitivity to consumer demand and
sentiment. More specifically, the weaknesses in HMH's credit
profile have left it vulnerable to shifts in market sentiment in
these unprecedented operating conditions and the company remains
vulnerable to the outbreak continuing to spread. The timing and
format of all schools' reopening around the country remains
uncertain, as different jurisdictions evaluate potential public
health implications of reopening. The closure of physical
facilities has led to an accelerated transition to various forms of
remote learning and to a broader adoption of digital courseware.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.
The coronavirus outbreak has placed an increased level of
uncertainty regarding school districts' ability and willingness to
make purchasing decisions in the midst of the coronavirus pandemic
and during the recovery, when school districts may face funding
constraints as states consider passing revenue declines downstream
to balance their budgets.
The governance risks Moody's considers in HMH's credit profile
include an aggressive financial strategy. While the current
management team has noted their priority of debt repayment as a
financial strategy and has successfully managed a challenging
liquidity position during a trough period, the company has taken
advantage of strong adoption year performance to provide for
shareholder returns in 2015-2016, resulting in subsequent liquidity
challenges.
LIQUIDITY AND STRUCTURAL CONSIDERATIONS
The company's SGL-3 speculative-grade liquidity rating reflects
adequate liquidity. It is based on Moody's expectations that HMH's
existing cash and availability on its $250 million ABL revolver
(undrawn in July) are projected to be sufficient to absorb negative
free cash flows over the next 12-18 months and fund seasonal
working capital needs and the term loan amortization. The ABL
revolver matures in November 2024. It is subject to a springing
minimum 1.0x fixed charge coverage ratio (FCCR) that Moody's does
not expect to be tested over the next 12-18 months. HMH does not
face funded debt maturities until November 2024 when the term loan
comes due.
HMH's $306 million senior secured note due February 2025 and the
$380 million first lien term loan due November 2024 are each rated
Caa1, reflecting the company's Caa1-PD Probability of Default
Rating and an average expected family recovery rate of 50% at
default as these obligations account for the vast majority of the
capital structure. The first-lien debt is effectively subordinated
to the $250 million ABL revolver with respect to the securitized
assets.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded due to a material miss in the key 2020
Q3 metrics, if investment spending or operating weakness leads to
continued negative free cash flow, leading to liquidity
deterioration (including heavy reliance on the ABL revolver).
Market share erosion and extended delays in local or state spending
on education materials will also result in a downgrade.
HMH will need to stabilize and grow revenue and earnings, generate
positive free cash flow and meaningfully reduce leverage to be
considered for an upgrade.
The principal methodology used in these ratings was Media Industry
published in June 2017.
Headquartered in Boston, MA, Houghton Mifflin Harcourt Company is
one of the three largest US education publishers focusing on the
K-12 market with roughly $1.25 billion of reported revenue for the
12 months ended June 30, 2020. The company is publicly traded with
Anchorage Capital Group, L.L.C. as the largest shareholder with an
approximate 15.9% ownership of the company; Wellington Management
Company owns 10.7% and the Vanguard Group Inc. owns 7.4%, with the
remainder being widely held.
HUDBAY MINERALS: Moody's Alters Outlook on B2 CFR to Stable
-----------------------------------------------------------
Moody's Investors Service revised the rating outlook for HudBay
Minerals, Inc. to stable from negative. At the same time, Moody's
affirmed HudBay's Corporate Family Rating (CFR) at B2, its senior
unsecured rating at B3 and Probability of Default Rating at B2-PD.
HudBay' Speculative Grade Liquidity Rating (SGL) was upgraded to
SGL-2 from SGL-3.
"The outlook revision to stable reflects the resumption of
operations at HudBay's Constancia mine in Peru, greater cushion on
its credit facility covenants, improved liquidity and an
expectation that leverage will move back towards 4x over the next
24 months supported by improvements in the price of copper and
gold", said Jamie Koutsoukis, Moody's Vice-President, Senior
Analyst.
Affirmations:
Issuer: HudBay Minerals, Inc.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD4)
Upgrades:
Issuer: HudBay Minerals, Inc.
Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3
Outlook Actions:
Issuer: HudBay Minerals, Inc.
Outlook, Changed to Stable from Negative
RATINGS RATIONALE
HudBay's credit profile (B2 CFR) is constrained by its modest
scale, mine concentration, commodity price risk, leverage expected
to be 4.8x in 2020 (6.4x LTM Q2/20), and the risk of mine operation
disruptions due to the coronavirus. Its Constancia copper mine in
Peru accounted for over half of the company's revenues and over 85%
of the company's gross profit in 2019. HudBay benefits from its
mine locations in favorable mining jurisdiction (Canada and Peru),
product diversity beyond copper (gold, silver, zinc and molybdenum)
which allows for competitive costs, net of by-product credits and a
long reserve life (17 year mine life) at its Constancia mine.
HudBay is exposed to environmental risks typical for a company in
the mining industry. This includes, but is not limited to
wastewater discharges, site remediation and mine closure, waste
rock and tailings management, and air emissions. The company is
subject to environmental laws and regulations in the areas in which
it operates.
HudBay's liquidity is good (SGL-2) with about $590 million in
sources compared to about $130 million of uses over the next year.
The company's liquidity sources include about $300 million of cash
at June 30, 2020 (net of Moody's assumption of operating cash needs
of about $100 million) and about $290 million of availability under
its $400 million secured credit facility maturing July 14, 2022.
Liquidity uses include its expectation of negative free cash flow
of about $130 million over the next 12 months, and no debt
maturities. In July, 2020, HudBay amended its credit facility which
included revised financial maintenance covenants. With the revised
covenants, Moody's expects the company to remain in compliance with
its covenants.
The stable outlook reflects its expectation that leverage will
remain near 4.5x in 2021 but move below 4x beginning in 2022 once
the company delivers gold under its prepaid agreement and reduces
that liability ($123 million), which Moody's considers to be debt.
It also incorporates its view that HudBay will maintain at least
adequate liquidity and maintain consistent production at its
Constancia mine.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if HudBay's cash consumption will
be in excess of its expectations, there is an extended shutdown of
its Constancia mine, or the company's adjusted debt/EBITDA is
expected to be maintained above 4.5x (6.4x LTM Q2/20) and (CFO-
dividends)/ adjusted debt is sustained below 5% (8.5% LTM Q2/20).
HudBay's ratings could be upgraded if its adjusted debt/EBITDA is
sustained under 3.0x and (CFO- dividends)/ adjusted debt is
sustained above 15% (8.5% LTM Q2/20).
The principal methodology used in these ratings was Mining
published in September 2018.
Headquartered in Toronto, Ontario, Canada, HudBay Minerals, Inc. is
a mining company mainly focused on copper through its Lalor mine in
Manitoba, Canada and its Constancia mine in Peru. Revenues in 2019
totaled $1.2 billion.
IFRESH INC: Acquires $100% Interests in Jiuxiang Blue Sky
---------------------------------------------------------
iFresh Inc. consummated the transactions contemplated by the
purchase agreement entered into with Zhang Fei and Liu Meng
("Sellers") and Jiuxiang Blue Sky Technology (Beijing) Co., Ltd. (
the "Target"), pursuant to which the Company acquired 100% equity
interests in the Target in exchange for the issuance in the
aggregate of 5,036,298 shares of common stock of the Company and
1,000 shares of the Company's Series C Convertible Preferred Stock
to the Sellers, resulting in Target becoming an indirect
wholly-owned subsidiary of the Company.
On Aug. 24, 2020, the Company issued in the aggregate of 5,036,298
shares of common stock of the Company and 1,000 shares of the
Company's Series C Convertible Preferred Stock to the Sellers. The
common stock and Series C Preferred Stock was issued pursuant to
Section 4(a)(2) of the Securities Act of 1933, as amended, as the
transaction did not involve a public offering.
About iFresh Inc.
Headquartered in Long Island City, New York, iFresh Inc. --
http://www.ifreshmarket.com-- is an Asian American grocery
supermarket chain and online grocer on the east coast of U.S. With
nine retail supermarkets along the US eastern seaboard (with
additional stores in Glen Cove, Miami and Connecticut opening
soon), and two in-house wholesale businesses strategically located
in cities with a highly concentrated Asian population, iFresh aims
to satisfy the increasing demands of Asian Americans (whose
purchasing power has been growing rapidly) for fresh and culturally
unique produce, seafood and other groceries that are not found in
mainstream supermarkets. With an in-house proprietary delivery
network, online sales channel and strong relations with farms that
produce Chinese specialty vegetables and fruits, iFresh is able to
offer fresh, high-quality specialty produce at competitive prices
to a growing base of customers.
iFresh Inc. reported a net loss of $8.29 million for the year ended
March 31, 2020, compared to a net loss of $12 million for the year
ended March 31, 2019. As of June 30, 2020, the Company had $121.35
million in total assets, $106.24 million in total liabilities, and
$15.11 million in total equity.
Friedman LLP, in New York, the Company's auditor since 2016, issued
a "going concern" qualification in its report dated Aug. 13, 2020,
citing that the Company has incurred significant operating losses,
has negative working capital of $28.6 million and is not in
compliance with its credit agreement. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
IRONCLAD ENCRYPTION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: IronClad Encryption Corporation
One Riverway
777 South Post Oak Lane, Suite 1700
Houston, TX 77056
Business Description: IronClad Encryption Corporation --
https://www.ironcladencryption.com --
is engaged in the business of developing and
licensing the use of cyber software
technology that encrypts data files and
electronic communications.
Chapter 11 Petition Date: August 28, 2020
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 20-34332
Judge: Hon. Christopher M. Lopez
Debtor's Counsel: Leonard Simon, Esq.
PENDERGRAFT & SIMON LLP
2777 Allen Parkway Suite 800
Houston, TX 77019
Tel: 713-528-8555
E-mail: lsimon@pendergraftsimon.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by J.D. McGraw, president.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/KM252KI/IronClad_Encryption_Corporation__txsbke-20-34332__0001.0.pdf?mcid=tGE4TAMA
J & H CONSTRUCTION: Taps Lefkovitz & Lefkovitz as Counsel
---------------------------------------------------------
J & H Construction of Cookeville, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Tennessee to hire
Lefkovitz & Lefkovitz, PLLC as its legal counsel.
The firm will provide these services in connection with Debtor's
Chapter 11 case:
a. advise Debtor as to its rights, duties and powers;
b. prepare and file legal documents and pleadings;
c. represent Debtor at all hearings, meetings of creditors,
conferences, trials, and any other proceedings in its case; and
d. perform other necessary legal services.
Steven Lefkovitz, Esq., a partner at Lefkovitz & Lefkovitz,
disclosed in court filings that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Steven L. Lefkovitz, Esq.
Lefkovitz & Lefkovitz, PLLC
618 Church Street, Suite 410
Nashville, TN 37219
Tel: (615) 256-8300
Fax: (615) 255-4516
Email: slefkovitz@lefkovitz.com
About J & H Construction of Cookeville
J & H Construction of Cookeville, Inc., a Tennessee-based heavy and
civil engineering construction company, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No.
20-03734) on Aug. 11, 2020. At the time of the filing, Debtor had
estimated assets of between $100,001 and $500,000 and liabilities
of between $500,001 and $1 million. Judge Charles M. Walker
oversees the case. Lefkovitz & Lefkovitz, PLLC is Debtor's legal
counsel.
J. BRITO TRANS: Unsecured Creditors to Recover 30% in Plan
----------------------------------------------------------
J. Brito Trans, LLC, submitted a Combined Plan of Reorganization
and Disclosure Statement.
The Plan proposes to treat claims as follows:
* All Administrative Expenses, including tax claims,
professional fees, Trustee fees, expenses arising in the ordinary
course of business after the Petition Date and value of goods
received in the ordinary course of business within 20 days before
the Petition Date will be paid in full on the effective date or
according to separate written agreement.
* Priority Tax Claims shall be paid in full in one lump sum in
the 1st month after the effective date of confirmation.
* Secured Claims that are unimpaired will remain current and be
paid pursuant to the original terms of their lending agreements.
* Secured Claims that are impaired shall have the arrears paid
after the effective date of confirmation at 9% interest and be paid
commencing in the 1st month after the effective date of
confirmation and end on the 60th month. The regular monthly
payments with non-default rate of interest shall be paid outside
the plan and pursuant to the original terms of the lending
agreements.
* General Unsecured Claims shall be paid 30% of allowed claims
in the 60th month after the effective date of confirmation in one
lump sum of $308.47.
* Allowed Unsecured of Insiders will receive no dividend.
* Equity Interest Holders will retain their interest in the
Debtor.
The Plan will be funded by the Debtor's postpetition income of
approximately a minimum of $3,000 per month to fund all obligations
under the Plan. This is a conservative outlook due to the ongoing
economic slowdown from Covid-19 but Debtor's recent operating
reports are finally showing positive cash flow that will only
improve as the pandemic hopefully dissipates in the coming months.
Managing member's to also make a capital contribution towards
administrative expenses and/or Plan funding upon confirmation of
the Plan (if necessary).
A full-text copy of the Combined Plan of Reorganization and
Disclosure Statement dated July 20, 2020, is available at
https://tinyurl.com/yybs3zwj from PacerMonitor.com at no charge.
Attorneys for J. BRITO TRANS, LLC:
Steven D. Pertuz, Esq.
THE LAW OFFICES OF STEVEN D. PERTUZ, LLC
111 Northfield Avenue, Suite 304
West Orange, New Jersey 07052
Tel: (973) 669-8600
Fax: (973) 669-8700
About J. Brito Trans
J. Brito Trans, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 19-24474) on July 26, 2019.
At the time of the filing, the Debtor disclosed assets of between
$100,001 and $500,000 and liabilities of the same range. The Law
Offices of Steven D. Pertuz, LLC, is the Debtor's legal counsel.
J.C. PENNEY: Bell Nunnally Represents Century, Silos Harvesting
---------------------------------------------------------------
In the Chapter 11 cases of J.C. Penney Company, Inc., et al., the
law firm of Bell Nunnally & Martin LLP provided notice under Rule
2019 of the Federal Rules of Bankruptcy Procedure, to disclose that
it is representing Century HVAC Distributing, L.P. and Silos
Harvesting Partners, L.P.
On May 15, 2020, J. C. Penney Company, Inc., et al filed a
voluntary petition under Chapter 11 of the Bankruptcy Code.
BNM has been asked to represent the following creditors and
parties-in-interest in the above-referenced bankruptcy case:
a. Century Distributing HVAC, L.P. a/k/a Century Air
Conditioning Supply; and
b. Silos Harvesting Partners, LP
BNM has written contracts of engagement with Century and Silos. BNM
was employed after the Petition Date as counsel for the Parties in
the Bankruptcy Case.
BNM does not hold any claims or equity interests in the Debtors.
BNM has not filed a proof of claim on its own behalf in the case.
BNM reserves the right to supplement this Statement.
Counsel for Century HVAC Distributing, L.P. and Silos Harvesting
Partners, L.P. can be reached at:
BELL NUNNALLY & MARTIN, LLP
Russell W. Mills, Esq.
R. Kent Love, Esq.
2323 Ross Avenue, Suite 1900
Dallas, TX 75201
Tel: 214.740.1400
Fax: 214.740.1499
Email: rmills@bellnunnally.com
klove@bellnunnally.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/DuBp32
About J.C. Penney
J.C. Penney Corporation, Inc., is an American retail company,
founded in 1902 by James Cash Penney and today engaged in marketing
apparel, home furnishings, jewelry, cosmetics, and cookware. The
company was called J.C. Penney Stores Company from 1913 to 1924,
when it was reincorporated as J.C. Penney Co.
On May 15, 2020, JCPenney announced that it has entered into a
restructuring support agreement with lenders holding 70% of
JCPenney's first lien debt. The RSA contemplates agreed-upon terms
for a pre-arranged financial restructuring plan that is expected to
reduce several billion dollars of indebtedness. To implement the
Plan, the Company and its affiliates on May 15, 2020, filed
voluntary petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182).
Kirkland & Ellis LLP is serving as legal advisor, Lazard is serving
as financial advisor, and AlixPartners LLP is serving as
restructuring advisor to the Company. Prime Clerk is the claims
agent, maintaining the page http://cases.primeclerk.com/JCPenney
J.C. PENNEY: Milbank, Porter Update on First Lien Group
-------------------------------------------------------
In the Chapter 11 cases of J.C. Penney Company, Inc., et al., the
law firms of Milbank LLP and Porter Hedges LLP submitted a
supplemental verified statement under Rule 2019 of the Federal
Rules of Bankruptcy Procedure, to disclose an updated list of
members of the Ad Hoc Group of First Lienholders and their economic
interests.
The Ad Hoc Group of First Lienholders of (i) certain lenders under
that certain Amended and Restated Credit and Guaranty Agreement,
dated as of June 23, 2016, by and among, inter alios, J. C. Penney
Corporation, Inc., as borrower, and the Term Loan Lenders and (ii)
certain holders of 5.875% senior secured notes due July 2023 issued
by J. C. Penney Corp. on June 23, 2016.
In May 2020, the Ad Hoc Group of First Lienholders retained Milbank
as counsel, and Porter Hedges to act as Texas counsel, with respect
to the Prepetition First Lien Interests. From time to time
thereafter, certain holders of Prepetition First Lien Interests
have joined the Ad Hoc Group of First Lienholders.
Counsel represents the Ad Hoc Group of First Lienholders and does
not represent or purport to represent any entities other than the
Ad Hoc Group of First Lienholders in connection with the Debtors'
cases. In addition, neither the Ad Hoc Group of First Lienholders
nor any member of the Ad Hoc Group of First Lienholders represents
or purports to represent any other entities in connection with
these cases.
As of Aug. 10, 2020, members of the Ad Hoc Group of First
Lienholders and their disclosable economic interests are:
Apollo Capital Management, L.P.
9 West 57th Street, 43rd Floor
New York, NY 10019
* Term Loan: $4,234,452.06
* DIP Obligation: $3,201,019.68
Ares CLO Management LLC
2000 Avenue of the Stars, 12th Floor
Los Angeles, CA 90067
* Term Loan: $28,276,614.57
* DIP Obligations: $20,342,711.50
Brigade Capital Management, LP
399 Park Avenue, 16th Floor
New York, NY 10022
* Term Loan: $62,774,507.52
* First Lien Notes: $14,079,000.00
* Second Lien Notes: $50,000.00
* Unsecured Bonds: $101,608,000.00
* DIP Obligations: $57,466,850.24
H/2 Capital Partners LLC
680 Washington Blvd., 7th Floor
Stamford, CT 06901
* Term Loan: $471,637,210.00
* First Lien Notes: $11,988,000.00
* DIP Obligations: $361,455,736.00
KKR Credit Advisors (US) LLC
555 California Street, 51st Floor
San Francisco, CA 94104
* Term Loan: $55,442,262.12
* Second Lien Notes: $4,250,000.00
* DIP Obligations: $41,911,390.04
Owl Creek Asset Management, L.P.
640 Fifth Ave, Floor 20
New York, NY 10019
* Term Loan: $57,991,970.00
* First Lien Notes: $57,175,000.00
* DIP Obligations: $87,060,080.00
Sculptor Capital LP
9 West 57th Street, 39th Floor
New York, NY 10019
* Term Loan: $49,155,726.00
* First Lien Notes: $16,320,000.00
* Second Lien Notes: $31,371,000.00
* DIP Obligations: $48,959,167.00
Silver Point Capital, L.P.
2 Greenwich Plaza, 1st Floor
Greenwich, CT 06830
* Term Loan: $78,822,651.59
* First Lien Notes: $104,370,000.00
* DIP Obligations: $106,040,864.39
Sixth Street Partners, LLC
345 California Street
San Francisco, CA 94104
* Term Loan: $57,084,355.06
* First Lien Notes: $65,800,000.00
* DIP Obligations: $88,147,474.94
Whitebox Advisors LLC
3033 Excelsior Blvd, Ste 500
Minneapolis, MN 55416
* Term Loan: $1,256.65
* First Lien Notes: $41,512,000.00
* Second Lien Notes: $11,600,000.00
* DIP Obligations: $31,381,805.58
Co-Counsel to the Ad Hoc Group of First Lienholders can be reached
at:
PORTER HEDGES LLP
John F. Higgins, Esq.
M. Shane Johnson, Esq.
1000 Main St., 36th Floor
Houston, TX 77002
Telephone: (713) 226-6000
Facsimile: (713) 228-1331
Email: jhiggins@porterhedges.com
sjohnson@porterhedges.com
- and -
MILBANK LLP
Dennis F. Dunne, Esq.
55 Hudson Yards
New York, NY 10001-2163
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
DDunne@milbank.com
Andrew M. Leblanc, Esq.
Aaron L. Renenger, Esq.
1850 K Street NW, Suite 1100
Washington, DC 20006
Telephone: (202) 835-7500
Facsimile: (202) 263-7586
Email: ALeblanc@milbank.com
AReneneger@milbank.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/BjM1gC
About J.C. Penney
J.C. Penney Corporation, Inc., is an American retail company,
founded in 1902 by James Cash Penney and today engaged in marketing
apparel, home furnishings, jewelry, cosmetics, and cookware. The
company was called J.C. Penney Stores Company from 1913 to 1924,
when it was reincorporated as J.C. Penney Co.
On May 15, 2020, JCPenney announced that it has entered into a
restructuring support agreement with lenders holding 70% of
JCPenney's first lien debt. The RSA contemplates agreed-upon terms
for a pre-arranged financial restructuring plan that is expected to
reduce several billion dollars of indebtedness. To implement the
Plan, the Company and its affiliates on May 15, 2020, filed
voluntary petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182).
Kirkland & Ellis LLP is serving as legal advisor, Lazard is serving
as financial advisor, and AlixPartners LLP is serving as
restructuring advisor to the Company. Prime Clerk is the claims
agent, maintaining the page http://cases.primeclerk.com/JCPenney
JDFIU HOGAN: Seeks to Employ CBRE Inc as Listing Agent
------------------------------------------------------
JDFIU Hogan Building, LLC, seeks approval from the Bankruptcy Court
for the Northern District of Texas to employ CBRE, Inc. as its
listing agent.
The Debtor owns and manages a tenant building located at 901
Houston Street, Fort Worth, Texas. The Debtor desires to retain the
agent to market the Debtor’s real property.
The agent's compensation is a flat 4 percent commission on the
gross sale proceeds.
Christopher M. Hipps, a senior managing director of CBRE, Inc.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
CBRE Inc. can be reached at:
Christopher M. Hipps
CBRE, INC.
301 Commerce St., Suite 3131
Fort Worth, TX 76102
Phone: +1 817 335 6000
Email: Chris.Hipps@cbre.com
About JDFIU Hogan Building
JDFIU Hogan Building, LLC, is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)). The company filed a
Chapter 11 petition (Bankr. N.D. Tex. Case No. 20-30385) on Feb. 3,
2020. In the petition signed by Bryan Korba, manager, the Debtor
was estimated to have between $1 million and $10 million in both
assets and liabilities. Spector & Cox, PLLC, is the Debtor's
counsel.
JORDAN LANDING: Taps McCraney Montagnet as Bankruptcy Counsel
-------------------------------------------------------------
Jordan Landing, L.P. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Mississippi to hire McCraney,
Montagnet, Quin & Noble, PLLC as its bankruptcy counsel.
The firm will provide these services in connection with Debtor’s
Chapter 11 case:
A. assist Debtor in the administration of its Chapter 11 case
and oversee its affairs;
B. advise Debtor of its powers and duties;
C. assist Debtor in maximizing the value of its assets for the
benefit of creditors;
D. investigate, among other things, the assets, liabilities,
financial condition and operating issues of Debtor;
E. investigate, commence and prosecute actions or
proceedings;
F. prepare pleadings and legal papers;
G. communicate with Debtor's constituents and other parties;
H. appear in court; and
I. perform all other necessary legal services for Debtor.
The firm's services will be provided mainly by Douglas Noble, Esq.,
who will be paid at the rate of $400 per hour. Holley Breland, a
paralegal, will be paid an hourly fee of $140.
The firm will receive reimbursement for work-related services.
The firm does not represent nor hold any interest adverse to Debtor
and its estate, according to court filing.
The firm can be reached through:
Douglas C. Noble, Esq.
McCraney, Montagnet, Quin & Noble, PLLC
602 Steed Road, Suite 200
Ridgeland, MS 39157
Telephone: (601) 707-5725
Facsimile: (601) 510-2939
Email: dnoble@mmqnlaw.com
About Jordan Landing, L.P.
Jordan Landing, L.P., a single asset real estate company, sought
Chapter 11 protection (Bankr. S.D. Miss. Case No. 20-02176) on Aug.
13, 2020. At the time of the filing, Debtor had estimated assets
of between $1 million and $10 million and liabilities of the same
range. Judge Neil P. Olack oversees the case. McCraney Montagnet
Quin & Noble PLLC is Debtor's legal counsel.
KAYA HOLDINGS: To Report to Shareholders Q2 Results of Operations
-----------------------------------------------------------------
Kaya Holdings, Inc., has scheduled and commenced issuing
reservation codes for an online shareholder business update, which
is to be held on Wednesday, Sept. 2, 2020 at 2:00 p.m. Eastern
Time.
Shareholders are advised to register using the following link to
reserve their place for the program:
https://us02web.zoom.us/webinar/register/WN_fdKpjk8oTnWZeOzIwc2klw
Participants will be able to view the presentation live on their
computer, tablet or smartphone. The presentation is expected to
last between 60-90 minutes and will feature online live discussion
with Craig Frank, KAYS chairman and CEO and W. David Jones, senior
advisor for Business Development and Financial Operations, as well
as live onsite reports from Management and Staff in Oregon, Greece
and Israel.
Topics to be covered will include:
1. Results of Financial Operations for the three and six month
periods ending June 30, 2020, as reported on KAYS recently
filed Form 10-Q.
2. Reports on progress of our subsidiary Kaya Brands
International, Inc.'s medical marijuana cultivation
projects in Greece and Israel. These two facilities, as
currently envisioned (and after obtaining successful
financing, completing construction and obtaining final
requisite licensing), are configured to produce
approximately 600,000 pounds of GMP Certified, Premium
Medical Grade, Cannabis annually for potential export to
the European Union and elsewhere.
3. Other general business developments.
"We have spent the last two years planning on the expansion of our
business by developing international opportunities for KAYS.
Management had determined that international projects would enable
KAYS to leverage its 6+ years in the U.S. cannabis industry to
foster growth and build increase shareholder value," stated KAYS
CEO Craig Frank. "We look forward on reporting KAYS' progress
shareholders."
About Kaya
Kaya Holdings, Inc. -- http://www.kayaholdings.com/-- is a
vertically integrated legal marijuana enterprise that produces,
distributes, and/or sells a full range of premium cannabis products
including flower, oils, vape cartridges and cannabis infused
confections, baked goods and beverages through a fully integrated
group of subsidiaries and companies supporting highly distinctive
brands.
As of June 30, 2020, the Company had $2.67 million in total assets,
$18.28 million in total liabilities, and a total stockholders'
deficit of $15.61 million.
M&K CPAS, PLLC, in Houston, TX, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated May 13,
2020, citing that the Company has suffered net losses from
operations and has a net capital deficiency, which raises
substantial doubt about its ability to continue as a going concern.
KEAST ENTERPRISES: Easton Buying Cyclone Feedlot for $500K
----------------------------------------------------------
Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa will convene an evidentiary hearing on
the proposed sale by Keast Enterprises, Inc., Cyclone Cattle, LLC,
and Hatswell Farms, Inc., of Cyclone's feedlot comprising of
approximately 88 acres located at 36488 Beechnut Road, Carson, Iowa
and legally described as Macedonia TWP 18-74-40 PT E1/2 SW & PT
W1/2 SE COMM 670.41'E NW Cor NW SE TH SE576.59' SWLY926.8'
ELY268.73' SLY440.8' SW353.27' S610.24' W1920.03' N1397.32'
NELY1487.23’ E294.12' to POB (Parcel A), to Daniel Easton for
$500,000 on Aug. 27, 2020.
Fourteen days prior to that scheduled hearing, the parties will
inform the court of their proposed process to be utilized in the
event an auction becomes necessary.
Absent agreement by the parties, the Court will enter an order to
establish guidelines for a court supervised auction in the event
the sale is not approved as proposed in the pending Motion.
A telephonic hearing on the Motion was held on Aug. 18, 2020.
About Keast Enterprises
Keast Enterprises Inc. and Hatswell Farms, Inc., are engaged in
corn and soybeans farming. Cyclone Cattle LLC owns a cattle feed
lot.
The Debtors filed Chapter 11 petitions (Bankr. S.D. Iowa Lead Case
No. 18-00856) on April 17, 2018. At the time of filing, Keast
Enterprises disclosed $10.08 million in assets and $15.11 million
in liabilities.
Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave
P.C., is the Debtor's counsel. McGrath North Mullin & Kratz, PC
LLO, is the special counsel. JT Korkow, d/b/a Northwest Financial
Consulting, is its financial advisor.
The U.S. Trustee for Region 12 appointed an official committee of
unsecured creditors on May 11, 2018. The committee hired Sugar
Felsenthal Grais & Helsinger LLP as its legal counsel.
LAMPKINS PATTERSON: Unsecureds to Get 10% in Plan
-------------------------------------------------
Lampkins Patterson, Inc., filed an Amended Disclosure Statement
explaining its proposed Plan.
Class 2 Secured Claim of First Bank Financial Centre. This class is
impaired with allowed secured amount of $907,795.56. Creditor shall
receive monthly payments of $4,917.87 with interest rate of 4.25%.
The monthly payments shall commence on the first day of each month
for the Secured Claim, commencing from the effective date of the
Plan or the date that the Court orders Adequate Protection to the
creditor, whichever is earlier.
Class 4 Secured claim of TLGFY, LLC with a total claim of $7,669 is
impaired. Creditor will receive monthly payment of $339.90 with
interest rate of 6.00%. The Debtor shall commence monthly payments
upon effective date of the Plan.
The Plan provides that all allowed unsecured creditors will be paid
10.0% of their allowed claims by 60 monthly payments, commencing
from the effective date of the Plan.
The Debtor has only one equity holder and his claim shall be
subordinated and shall receive no distribution under this Plan.
Payments and Distributions under the Plan will be funded by the
rental income received by the Debtor.
A full-text copy of the Disclosure Statement dated July 15, 2020,
is available at https://tinyurl.com/y69qzouv from PacerMonitor.com
at no charge.
Attorney for the Debtor:
REHAN N. KHAWAJA, ESQUIRE
Bankruptcy Law Offices of Rehan N. Khawaja
817 North Main Street
Jacksonville, Florida 32202
Telephone: (904) 355-8055
Facsimile: (904) 355-8058
E-mail: Khawaja@fla-bankruptcy.com
About Lampkins Patterson
Lampkins Patterson Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03776) on Oct. 4,
2019. At the time of the filing, the Debtor was estimated to have
assets of between $500,001 and $1 million and liabilities of the
same range. The case is assigned to Judge Jerry A. Funk. The
Debtor tapped Rehan N. Khawaja, Esq., at the Law Offices of Rehan
N. Khawaja, as its legal counsel.
LBD PLLC: Seeks Approval to Hire Streamline Accounting
------------------------------------------------------
LBD, PLLC received approval from the U.S. Bankruptcy Court for the
Eastern District of Virginia to hire Streamline Business, Inc.
d/b/a Streamline Accounting as its accountant.
Streamline will assist the Debtor for monthly bookkeeping,
preparation of monthly operating reports, and preparation of
federal and state tax returns.
Streamline's hourly rates range from $54 to $425 per hour.
Streamline has no connection with the Debtor, the U.S. Trustee, or
with any party in interest in connection with this case, or their
respective attorneys or accountants, and represents no interest
adverse to the Debtor, according to court filings.
The firm can be reached through:
Webb R. Corbin, CPA
Streamline Accounting
9 Newport Dr, #300
Forest Hill, MD 21050
Phone: (410) 879-3930
About LBD PLLC
LBD, PLLC -- https://www.dipietropllc.com -- is a law firm
specializing in divorce, family law, estate planning and business
law. The firm has several office locations throughout Northern
Virginia, Maryland and the Washington, D.C. Metro areas.
LBD, PLLC filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 20-10414) on Feb. 9,
2020. In the petition signed by Joseph J. DiPietro, member and
manager, the Debtor estimated $50,000 to $100,000 in assets and $1
million to $10 million in liabilities. Jeffery T. Martin, Jr., Esq.
at Henry & O'Donnell, P.C., is the Debtor's legal counsel.
LEGENDS GOLF: Seeks to Hire Bartolone Law as Legal Counsel
----------------------------------------------------------
Legends Golf Orlando LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Bartolone Law,
PLLC as its legal counsel.
The firm will provide the following legal services in connection
with Debtor's Chapter 11 case:
(a) advise Debtor as to its rights and duties in its Chapter
11 case;
(b) prepare pleadings, including a disclosure statement and a
plan of reorganization; and
(c) take other necessary actions incident to the
administration of Debtor's bankruptcy estate.
The hourly rates for the firm's attorneys and paralegals range from
$375 for its most experienced attorneys to $125 for its most junior
paraprofessionals.
Bartolone Law received from Debtor a retainer fee of $9,547, of
which $3,029.50 was used to pay for the services and costs incurred
prior to the filing of the case. The remaining amount of the
retainer serves as an advance fee payment for the firm's
post-petition services and expenses.
Bartolone Law has no connection with creditors, the U.S. trustee or
any other party-in-interest, according to court filings.
The firm can be reached through:
Aldo G. Bartolone, Jr.
Bartolone Law, PLLC
1030 N. Orange Ave., Suite 300
Orlando, FL 32801
Telephone: (407) 294-4440
Facsimile: (407) 287-5544
Email: aldo@bartolonelaw.com
About Legends Golf Orlando LLC
Legends Golf Orlando, LLC owns and operates a golf course in
Clermont, Fla. Visit https://www.golfsbw.com for more information.
Legends Golf Orlando sought Chapter 11 protection (Bankr. M.D. Fla.
Case No. 20-04460) on Aug. 7, 2020. Miguel Angel Vidal, managing
member, signed the petition. At the time of the filing, Debtor had
estimated assets of between $1 million and $10 million and
liabilities of the same range.
Bartolone Law, PLLC is Debtor's legal counsel.
LEVEL SOLAR: Unsecured to Get Remaining of Creditor Trust Proceeds
------------------------------------------------------------------
Level Solar Inc. filed a voluntary petition for relief with the
United States Bankruptcy Court, under chapter 11 of title 11,
United States Code. Judge Vyskocil ordered the appointment of a
trustee for the Debtor. Ronald J. Friedman, Esq. was appointed
Chapter 11 Trustee.
The Trustee has submitted a Plan and a Disclosure Statement.
The Plan provides for the transfer of all of the Debtor's assets,
including causes of action and preserved estate claims, into the
Creditor Trust to be liquidated by the Creditor Trust.
Class 2 New York Green Bank Claim in the amount of $20,684,851 is
impaired. New York Green Bank (i) will be entitled to receive all
distributions on account of the Debtor's Master Holdings Interest,
(ii) will have a non=recourse lien against all of those
distributions, secured only by the Master Holdings Interest
pursuant to a pledge thereof granted by the Creditor Trust, and
(iii) will continue to maintain all of its rights against Master
Holdings and all of the assets of Master Holdings under the Green
Bank Loan Documents.
Class 3 Cooper Electric secured claim has an anticipated recovery
of $50,000. Cooper Electric's Secured Claim, Claim No. 35, in the
amount of $4,840,947, will be Allowed as follows: (a) an allowed
Secured Claim in the amount of $50,000, and (b) an Allowed Class 4
General Unsecured Claim in the amount of $3,000,000.
Class 4 General Unsecured Claims amounting to $18,587,279 will
receive, in full and final satisfaction, settlement, and discharge
and in exchange for each Allowed General Unsecured Claim will
receive a pro rata share of any remaining Creditor Trust Proceeds
after payment of the allowed claims in Classes 1, 2 and 3.
Class 5 Preferred Equity Interests are impaired. All existing
Preferred Equity Interests will be cancelled and their Holders will
receive nothing of value under the Plan.
Class 6 Common Equity Interests are impaired. All existing Common
Equity Interests will be cancelled and their Holders will receive
nothing of value under this Plan.
The payments under the Plan will be paid from the Estate's cash on
hand as of the Effective Date, which will include certain payments
received from various parties in connection with settlements
pursuant to Bankruptcy Rule 9019.
A full-text copy of the Disclosure Statement dated July 20, 2020,
is available at https://tinyurl.com/y4hhne8t from PacerMonitor.com
at no charge.
Attorneys for Chapter 11 Trustee Ronald J. Friedman, Esq.:
Anthony C. Acampora
Brian Powers
Haley L. Trust
SILVERMANACAMPORA LLP
100 Jericho Quadrangle, Suite 300
Jericho, New York 11753
Tel: (516) 479-6300
About Level Solar
Based in New York, Level Solar Inc. operates under the solar-energy
installation industry. Incorporated in 2013, the company has
operations in Long Island, New York City and Massachusetts.
Level Solar filed for bankruptcy protection (Bankr. S.D.N.Y. Case
No. 17-13469) on Dec. 4, 2017. At the time of the filing, the
Debtor was estimated to have assets of between $50 million and $100
million and debt of between $1 million and $10 million.
Michael Conway, Esq., at Shipman & Goodwin LLP, is the Debtor's
bankruptcy counsel. Akin Gump Strauss Hauer & Feld LLP serves as
corporate counsel to the Debtor.
Ronald J. Friedman, Esq., was appointed Chapter 11 trustee for the
Debtor. The Trustee tapped SilvermanAcampora LLP as his legal
counsel.
LITTLE DISCOVERIES: Unsecureds to Get 100% in 132 Months
--------------------------------------------------------
Little Discoveries Day Care Inc, filed a Plan and a Disclosure
Statement.
The real property used by Debtor to operate its day care was
purchased in accordance with an Installment Sale Agreement, dated
July 12, 2007.
Class 2 Penn Barton Company (Claim No. 5) with amount of claim of
$345,954 will receive regular monthly payments when they come due
in 2024. The Debtor will make those regular monthly payments
outside the Plan.
Class 6 General Unsecured Creditors will be paid 100% of their
allowed claim amounts immediately after the payment of all previous
class of claims. The Debtor will begin making payments to the
general unsecured creditors, approximately, 124 months after the
effective date of the Plan. Payments will be made, pro rata, to
each general unsecured creditor. All general unsecured creditors
will be paid, in full, by month 132 (100% Plan).
Class 7 Equity interest holder Carol J. Masten will retain her
interest in the stock of Debtor, and no payments will be made to
her with regard to her interest until all allowed claims are paid,
in full.
The Debtor believes that the Debtor will have enough cash on hand
on the effective date of the Plan to pay all the claims and
expenses that are entitled to be paid on that date.
A full-text copy of the Disclosure Statement dated July 20, 2020,
is available at https://tinyurl.com/yxb7jnyj from PacerMonitor.com
at no charge.
About Little Discoveries
Little Discoveries Day Care, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 20-00051) on
Jan. 8, 2020. At the time of the filing, the Debtor was estimated
assets of between $500,001 and $1 million and liabilities of the
same range. Judge Robert N. Opel II oversees the case. The Debtor
is represented by Philip W. Stock, Esq.
MANITOWOC COMPANY: Moody's Lowers CFR to B3, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of The Manitowoc
Company, Inc. including the company's corporate family rating to B3
from B2, probability of default (PDR) to B3-PD from B2-PD, and
rating on the company's $300 million senior secured second lien
notes due 2026 to B3 from B2. The speculative grade liquidity
rating remains SGL-3. The outlook has been changed to stable.
RATINGS RATIONALE
"Manitowoc's downgrade to B3 reflects its expectation that revenue
and profitability will weaken beyond its previous expectations
owing to considerable end market weakness. Moreover, financial
leverage could double with debt-to-EBITDA exceeding 10 times at
year end 2020, up from 4.9 times for the twelve months ended June
30, 2020, and this measure could remain elevated for an extended
period", said Brian Silver, a Moody's Vice-President and lead
analyst for Manitowoc. "However, we continue to expect Manitowoc's
liquidity to remain adequate with no significant debt maturities
until the notes mature in 2026".
Manitowoc's ratings reflect substantial concentration risk by
operating solely in the crane segment. This exposes the company to
highly cyclical end markets including construction and oil and gas,
and makes it vulnerable to rapid and potentially significant
earnings and working capital volatility. Demand for the company's
products was already slowing prior to the coronavirus-related
shutdowns. As result of the pandemic, Moody's now anticipates that
revenues could decline by 30% in 2020, EBITA margin will approach
zero, and free cash will likely be negative for the year. This
erosion will result largely from pricing and volume pressure, and
from lower fixed cost absorption. The company will achieve only
modest relief from any efforts to improve operating efficiencies.
Finally, the ratings also reflect the unanticipated CEO transition
in August 2020 and the potential for a shift in strategy.
Despite these risks, Manitowoc's credit profile benefits from a
well-established position as one of the world's leading providers
of heavy-duty cranes. The company also has adequate liquidity
supported by $128 million of cash and $208 million of ABL
availability at June 30, 2020 with no significant debt maturities
until 2026. The company has global reach with over 50% of 2019
revenue generated outside of the US, and it benefits from a growing
proportion of higher margin aftermarket sales as a percentage of
total revenue. A material portion of aftermarket sales are
generated on a recurring basis, which helps mitigate the impact
from slowing demand for new cranes.
The stable rating outlook reflects Moody's expectation that
Manitowoc's profitability will weaken considerably in 2020 and is
likely to remain under pressure for the foreseeable future.
However, liquidity will remain adequate supported by at least $200
million of liquidity at all times.
Manitowoc has moderate environmental risk. Like many manufacturers
the company generates hazardous and non-hazardous waste in the
normal course of operations and is subject to numerous
environmental laws and regulations. Manitowoc also has relatively
low social risk considerations. The company has no union workers in
the US, but a majority of its European workers belong to various
European trade unions. The company also has one trade union in
China and one in India. Finally, Manitowoc has relatively low
governance risk but has recently undergone a CEO transition. The
company is also publicly traded on the NYSE and must adhere to its
standards and does not pay any dividends.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Although not likely in the near-term, ratings could be upgraded if
Manitowoc can demonstrate continued earnings growth while
diversifying its product offerings and expanding its customer base,
lowering the volatility in revenue and earnings without materially
increasing its risk profile through such a transition. Higher
ratings could be supported by continuous positive free cash flow
generation throughout industry cycles, allowing the company to keep
ABL indebtedness at low levels. Sustaining credit metrics such as
debt-to-EBITDA of less than 5 times and EBITA margins above 4%
could also support a higher rating.
Ratings could be downgraded if total liquidity falls below $200
million, or if EBITA margins were to fall and be sustained below
0%. Ratings could also be lowered if debt-to-EBITDA rises above 8
times without an expectation it can rapidly deleverage.
Downgrades:
Issuer: Manitowoc Company, Inc. (The)
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Senior Secured Notes, Downgraded to B3 (LGD4) from B2 (LGD4)
Outlook Actions:
Issuer: Manitowoc Company, Inc. (The)
Outlook, Changed to Stable from Negative
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
The Manitowoc Company, Inc. (NYSE: MTW), headquartered in
Milwaukee, WI, was founded in 1902 and through its wholly-owned
subsidiaries, designs, manufactures, markets, and supports
comprehensive product lines of cranes. Crane types include mobile
telescopic cranes, tower cranes, lattice-boom crawler cranes, and
boom trucks under the Grove, Manitowoc, National Crane, Potain,
Shuttlelift and Manitowoc Crane Care brand names. The company has
three reportable segments based on region, including the Americas,
Europe and Africa (EURAF) and Middle East and Asia Pacific (MEAP).
Manitowoc generated revenue of approximately $1.6 billion for the
twelve months ended June 30, 2020.
MANNKIND CORP: Chief Medical Officer Resigns
--------------------------------------------
David Kendall, M.D., MannKind Corporation's chief medical officer,
has resigned from the Company. The Company received notice of the
resignation on Aug. 4, 2020, and the resignation was effective at
the close of business on Aug. 28, 2020.
About MannKind Corporation
MannKind Corporation (NASDAQ: MNKD) focuses on the development and
commercialization of inhaled therapeutic products for patients with
diseases such as diabetes and orphan lung diseases. MannKind is
currently commercializing Afrezza (insulin human) Inhalation
Powder, the Company's first FDA-approved product and the only
inhaled ultra rapid-acting mealtime insulin in the United States,
where it is available by prescription from pharmacies nationwide.
MannKind is headquartered in Westlake Village, California, and has
a state-of-the art manufacturing facility in Danbury, Connecticut.
The Company also employs field sales and medical representatives
across the U.S. For further information, visit
http://www.mannkindcorp.com/
MannKind reported a net loss of $51.90 million for the year ended
Dec. 31, 2019, compared to a net loss of $86.97 million for the
year ended Dec. 31, 2018. As of June 20, 2020, the Company had
$102.78 million in total assets, $282.49 million in total
liabilities, and a total stockholders' deficit of $179.71 million.
Deloitte & Touche LLP, in Los Angeles, California, the Company's
auditor since 2001, issued a "going concern" qualification in its
report dated Feb. 25, 2020, citing that the Company's available
cash resources and continuing cash needs raise substantial doubt
about its ability to continue as a going concern.
MEDCARE PEDIATRIC: Court Approves Disclosure Statement
------------------------------------------------------
Judge Jeffrey P. Norman has ordered that the Disclosure Statement
of MedCare Pediatric Group, LP, et al is approved.
The First Amended Joint Consensual Plan of Reorganization filed by
MedCare Pediatric Group, LP, et al on June 9, 2020 is confirmed.
MedCare Pediatric Group, LP, et al, submitted a First Amended Joint
Consensual Plan of Reorganization.
This Debtors' First Amended Joint Consensual Plan of Reorganization
Under Chapter 11 of the Bankruptcy Code for MedCare Pediatric
Group, LP, et al proposes to pay creditors of the joint Debtors,
MedCare Pediatric Group, LP, MedCare Pediatric Nursing, LP
("MedCare Nursing, LP ("MedCare Nursing", MedCare Pediatric Rehab
Center, LP ("MedCare Rehab"), MedCare Pediatric Therapy, LP,
Kinwan, LLC, Kinkade-Wang Enterprises, LLC, Kinkade-Wang
Properties, LLC, and KW Commercial Holdings, LLC from ongoing
operations and cash flow of the Debtors, liquidations of assets,
and an infusion of capital through the issuance of new equity
interests in the Newly Reorganized Debtors, The Plan is consensual
with the Debtors' secured lender, Veritex Community Bank.
MedCare Group's Claims and Interests
MedCare Group Class 2 Claims. This class consists of the Allowed,
General Unsecured Claims. Allowed MedCare Group Class 2 Claims will
be paid in cash, in full plus interest at a rate of 2.0% in equal
monthly installments over a period of 72 months after the Effective
Date, with the first payment due within 30 days after the Effective
Date.
MedCare Group Class 3 Interests. This class consists of all
Allowed, Equity Interests in MedCare Group. This class consists of
Steve Wang, Paige kinkade, and MedCare Pediatric Group GP, LLC.
MedCare Pediatric Group GP, LLC will retain its 1% partnership
interest in MedCare Group and continue to sense as its general
partner.
MedCare Nursing's Claims and Interests
MedCare Nursing Class 2 Claims. This class consists of the
Allowed, General Unsecured Claims. Allowed MedCare Group Class 2
Claims will be paid in cash, in full plus interest at a rate of
2.0% in equal monthly installments over a period of seventy-two
(72) months after the Effective Date, with the first payment due
within thirty (30) days after the Effective Date.
MedCare Nursing Class 3 Interests. This class consists of all
Allowed, Equity Interests in MedCare Nursing. This class consists
of MedCare Group, MedCare NSG, LLC, Steve Wang, and Paige Kinkade.
MedCare Pediatric NSG, LLC will retain its 1% partnership interest
in MedCare Nursing and continue to serve as its general partner.
Group will surrender its limited partnership interest in MedCare
Nursing.
MedCare Rehab's Claims and Interests
MedCare Rehab Class 2 Claims. This class consists of the Allowed,
General Unsecured Claims. Allowed MedCare Rehab Class 2 Claims will
be paid in cash, in full plus interest at a rate of 2.0% in equal
monthly installments over a period of seventy- two (72) months
after the Effective Date, with the first payment due within 30 days
after the Effective Date.
MedCare Rehab Class 3 Interests. This class consists of all
Allowed, Equity Interests in MedCare Rehab. This class consists of
MedCare Group, MedCare Pediatric Rehab GP, LLC, Steve Wang, and
Paige Kinkade. MedCare Pediatric Rehab Center GP, LLC will retain
its 1% partnership interest in MedCare Rehab and continue to serve
as its general partner. MedCare Group will surrender its limited
partnership interest in MedCare Rehab.
MedCare Therapy's Claims and Interests
MedCare Therapy Class 2 Claims. This class consists of the
Allowed, General Unsecured Claims. Allowed MedCare Therapy Class 2
Claims will be paid in cash, in full plus interest at a rate of
2.0% in equal monthly installments over a period of 72 months after
the Effective Date, with the first payment due within 30 days after
the Effective Date.
MedCare Therapy Class 3 Interests. This class consists of all
Allowed, Equity Interests in MedCare Therapy. This class consists
of MedCare Group, MedCare TPY, LLC, Steve Wang, and Paige Kinkade.
MedCare Pediatric TPY, LLC will retain its 1% partnership interest
in MedCare Therapy and continue to sense as its general partner.
MedCare Group will surrender its limited partnership interest in
MedCare Therapy.
Kinwan's Claims and Interests
Kinwan Class 1 Claim. This class consists of the Allowed, Secured
Claim of Veritex based on the Kinwan Note. Kinwan will make a
monthly principal and interest payment in the amount stated in the
pre-petition note and loan agreement for a period of 60 months
after the Effective Date, with the first such payment due on the
first of the month following the Effective Date and each subsequent
payment due on the first of each month thereafter.
Kinwan Class 3 Interests. This class consists of all Allowed,
Equity Interests in Kinwan. This class consists Steve Wang and
Paige Kinkade. Steve Wang and Paige Kinkade will retain their
membership interests in exchange for their capital contribution of
payment of all administrative expenses for professional fees.
KW Properties' Claims and Interests
KW Properties Class 1 Claim. This class consists of the Allowed,
Secured Claim of Veritex based on the KW Properties Spring Note and
the KW Properties San Houston Note. , If approved KW Properties
shall execute a special warranty deed to Veritex or its assigns on
the Closing Date. Veritex executed its right to credit bid the KW
Properties Spring Note obligation in its discretion in an amount
not less than $1,066,686,52. Veritex will retain its liens.
KW Properties Class 3 Interests. This class consists of all
Allowed, Equity Interests in IAW Properties. This class consists
Steve Wang and Paige Kinkade. Steve Wang and Paige Kinkade will
retain their membership interests in exchange for their capital
contribution of payment of all administrative expenses for
professional fees.
KW Enterprises Claims and Interests
KW Enterprises Class 1 Claim. This class consists of the Allowed,
Secured Claim of Veritex, based on the KW Enterprises Note. KW
Enterprise shall execute a special warranty deed to Veritex or its
assigns on the Closing Date. Veritex executed its right to credit
bid the KW Enterprises Pasadena Note obligation in its discretion
in an amount not less than $1,215,020.12. Veritex will retain its
liens.
KW Enterprises Class 3 Interests. This class consists of all
Allowed, Equity Interests in IAW Enterprises. This class consists
Steve Wang and Paige Kinkade. Steve Wang and Paige Kinkade will
retain their membership interests in exchange for their capital
contribution of payment of all administrative expenses for
professional fees.
KW Commercial's Claims and Interests
KW Commercial Class 1 Claim. This class consists of the Allowed,
Secured Claim of Veritex, based on the IAW Commercial Note. KW
Commercial shall pay the principal sum of $950,000, plus any
accrued but unpaid interest on the KW Commercial Note, to Veritex
in full satisfaction of the I(W Commercial Note and related Veritex
Debt on the Closing Date. All amounts in excess of the balance of
the KW Commercial Note shall be applied to the East Sam Houston
Note, thereby reducing the principal balance of such obligation,
Veritex shall release the Deed of Trust against the Heron Property
upon the payment in full.
KW Commercial Class 3 Interests. This class consists of all
Allowed, Equity Interests in I(W Commercial. This class consists
Steve Wang and Paige Kinkade. Steve Wang and Paige Kinkade will
retain their membership interests in exchange for their capital
contribution of payment of all administrative expenses for
professional fees.
A full-text copy of the First Amended Joint Consensual Plan of
Reorganization dated July 15, 2020, is available at
https://tinyurl.com/y5bs6mrd from PacerMonitor.com at no charge.
Attorneys for the Debtors:
Matthew B. Probus
Comerica Bank Building
One Sugar Creek Center Blvd„ Suite 880
Sugar Land, Texas 77478
Tele. No. (281) 242-0303
Fax No. (281) 242-0306
mbprobus@w-plaw.com
About MedCare Pediatric Group
MedCare Pediatric Group, LP and its subsidiaries provide pediatric
services to families. MedCare Pediatric Group is the parent entity
that provides administrative and executive services such as
information technology, human resources and finance for each of the
MedCare entities.
On March 1, 2020, MedCare Pediatric Group and its subsidiaries
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Lead Case No. 20-31417). At the time of the filing,
MedCare Pediatric Group had estimated assets of between $500,000
and $1 million and liabilities of between $1 million and $10
million. Judge Jeffrey P. Norman oversees the cases. The Debtors
tapped Wauson & Probus as their legal counsel and CMCD LLC as their
accountant.
MEDICAL DIAGNOSTIC: Unsecureds to Get Remaining Funds
-----------------------------------------------------
The Medical Diagnostic Imaging Group, Ltd.; MDIG of Arizona, LLC;
MDIG of Pennsylvania, LLC; and MDIG of Washington PLLC, filed a
Combined Plan of Liquidation and Related Disclosure Statement.
The Bankruptcy Court conducted the sale hearing as scheduled on
Feb. 19, 2018, and approved the sale in all respects, entering the
sale order on Feb. 20, 2020. The Debtors sale to Red Rock had
following practical and legal effects:
(i) The Debtors' last material customer contracts were sold and
assigned, along with certain other assets, to Red Rock free and
clear of any claims against or liens;
(ii) The Debtors received $4,000,000 in sale proceeds from Red
Rock;
(iii) The Debtors used approximately $2,329,719.20 of the Sale
proceeds to satisfy the secured claims of the Western Alliance Bank
in full;
(iv) The remaining Sale proceeds were deposited into accounts
held by MDIG Ltd and MDIG AZ; and
(v) The Debtors began winding down remaining business operation,
rejecting unassigned executory contracts, selling miscellaneous
assets, and collecting remaining receivables.
Class 2 Radiologist Claims are impaired. Each Allowed Radiologist
Claim is bifurcated and treated as follows:
(i) Subordinated Claim. A holder of the subordinated portion of
each Allowed Radiologist Claim receives Pro Rata distributions of
remaining Creditor Trust funds, if any, after payment in full of:
(a) expenses and fees incurred administering the Creditor Trust and
liquidating the Creditor Trust Assets; (b) Priority Claims; and (c)
Allowed General Unsecured Claims.
(ii) General Unsecured Claim. The recovery for the portion of any
Allowed Radiologist Claim in excess of $30,000 will be pari pasu
with the recovery on account of Allowed General Unsecured Claims in
class 3. No Radiologist Claim is included in Class 3.
Class 3 General Unsecured Claims are impaired. Each holder of an
Allowed General Unsecured Claim receives, in full and final
satisfaction of its Allowed General Unsecured Claim, a beneficial
interest in the Creditor Trust. Under the Creditor Trust
Agreement, holders of Allowed General Unsecured Claims receive pro
rata distributions of remaining Creditor Trust funds, if any, after
payment in full of: (a) expenses incurred in administration of the
Creditor Trust; and (b) Priority Claims. General Unsecured Claims
do not include interest.
Class 4 FNB Secured Claims are impaired. FNB's Secured Claim is
satisfied in full by the transfer and assignment to FNB of any
Collateral securing FNB’s Secured Claim, unless FNB and the
Creditor Trust agree otherwise before the Confirmation Hearing.
Class 6 Equity Interests are impaired. Each Equity Related Claim is
subordinated to all Claims or Equity Interests senior or equal to
the Claim or Equity Interest represented by the Equity Related
Claims. As of the Effective Date, all Equity Interests and Equity
Related Claims are extinguished. The holders of Equity Interests
and Equity Related Claims do not receive or retain any rights,
property, or distributions on account of their Equity Interests or
Equity Related Claims.
A full-text copy of the Disclosure Statement dated July 15, 2020,
is available at https://tinyurl.com/y2ee2wuz from PacerMonitor.com
at no charge.
Counsel to Official Committee of Unsecured Creditors:
Bradley A. Cosman
Jordan A. Kroop
Benjamin C. Calleros
PERKINS COIE LLP
2901 North Central Avenue, Suite 2000
Phoenix, Arizona 85012-2788
602.351.8000
BCosman@perkinscoie.com
JKroop@perkinscoie.com
BCalleros@perkinscoie.com
Counsel to MDIG of Arizona, LLC:
Thomas J. Salerno
Christopher C. Simpson
Stinson LLP
1850 N. Central Avenue, Suite 2100
Phoenix, Arizona 85004-4584
Tel: (602) 279-1600
Fax: (602) 240-6925
E-mail: thomas.salerno@stinson.com
christopher.simpson@stinson.com
Counsel to The Medical Diagnostic Imaging Group, Ltd.; MDIG of
Pennsylvania, LLC; and MDIG of Washington PLLC:
Law Offices of Michael W. Carmel, Ltd.
80 East Columbus Avenue
Phoenix, Arizona 85012-2334
Arizona State Bar No. 007356
Telephone: (602) 264-4965
Facsimile: (602) 277-0144
E-mail: Michael@mcarmellaw.com
About Medical Diagnostic
The Medical Diagnostic Imaging Group, Ltd., a provider of
diagnostic radiology services, and its affiliate MDIG of Arizona,
LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Ariz. Case Nos. 19-15722 and 19-15726) on Dec. 16,
2019.
On Dec. 23, 2019, MDIG of Pennsylvania, LLC and MDIG of Washington,
PLLC filed voluntary Chapter 11 petitions (Bankr. D. Ariz. Case
Nos. 19-16025 and 19-16026).
At the time of the filing, the Debtors each disclosed assets of
between $1 million and $10 million and liabilities of the same
range.
Medical Diagnostic, MDIG of Pennsylvania and MDIG of Washington are
represented by Michael W. Carmel, Ltd. while MDIG of Arizona is
represented by Stinson LLP.
On Jan. 13, 2020, the Office of the U.S. Trustee appointed
creditors to serve on the official committee of unsecured creditors
in Medical Diagnostic's Chapter 11 case. The committee tapped
Perkins Coie LLP as its legal counsel, and Resolute Commercial
Services as its financial advisor.
Susan Goodman of JD Pivot Health Law was appointed as patient care
and consumer privacy ombudsman.
MERCURITY FINTEC: Appoints Chief Financial Officer
--------------------------------------------------
Mr. Erez Simha has been appointed as chief financial officer of
Mercurity Fintech Holding Inc., effective Aug. 24, 2020.
Concurrently, Mr. Frank Zhigang Zhao has resigned as the chief
financial officer of the Company for personal reasons.
Mr. Simha brings to the Company rich experience in global finance,
operations management and executive leadership in public companies,
private companies and the road from private to public company
Before joining MFH, he served as chief financial officer and chief
operating officer of two private technology companies Roo Inc. from
2019 to 2020, and Just Inc. from 2017 -2019 where he directed all
aspects of executive leadership. Prior to that, from 2004 to 2017,
Mr. Erez Simha held senior leadership positions at two
Nasdaq-listed companies: SSYS Ltd. (Nasdaq: SSYS) as company global
COO and CFO and Orbotech Ltd. (Nasdaq: ORBK) as Company CFO.
During Mr. Simha's careers executive management with various global
technology companies, mainly in hyper growth environment, he has
assumed broad responsibilities in all aspect of global finance,
Global operations, M&A, IT infrastructure, Human resources, SEC
reporting, Sarbanes-Oxley compliance, risk management, operational
excellence, legal and investor relations. Mr. Simha received his
bachelor's degree in economics and accounting and master's degree
in business administration and finance from Tel Aviv University.
He is a certified public accountant.
Ms. Alva Zhou, Chairperson of the Board of Directors and chief
executive officer of the Company, commented, "We are delighted to
welcome Mr. Erez Simha to join the Company. His extensive
executive leadership and financial and operational management
experience will make a strong impact to the Company as we focus our
business to provide blockchain-based digital asset infrastructure
solutions services. We are thankful for Mr. Frank Zhigang Zhao's
many years of dedication and service to the Company and wish him
success in his future endeavors."
About Mercurity
Formerly known as JMU Limited, Mercurity Fintech Holding Inc.'s
current principal business is to design and develop digital asset
transaction platforms based on blockchain technologies for
customers to facilitate asset trading, asset digitalization and
cross-border payments and provide supplemental services for such
platforms, such as customized software development services,
maintenance services and compliance support services. The Company
started this new business since its acquisition of Mercurity
Limited (previously known as Unicorn Investment Limited) in May
2019.
Mercurity reported a net loss of $1.22 million for the year ended
Dec. 31, 2019, a net loss of $123.24 million for the year ended
Dec. 31, 2018, and a net loss of $161.90 million for the year ended
Dec. 31, 2017.
MICKEY SHORTS: Sale of 2012 Hyundai Accent to Sister Approved
-------------------------------------------------------------
Judge John E. Waites of the U.S. Bankruptcy Court for the District
of South Carolina authorized the sale by Mickey Shorts and MA
Margeliza Rem Shorts of their 2012 Hyundai Accent to Patricia
Crawford for $1,404 or such higher/lower amount resulting from
accruing interest/payment by the Trustee.
The Buyer is a sister of Mickey Shorts.
Upon receipt of payment, Creditor Hyundai Capital America, doing
business as Hyundai Motor Finance, will release the title to the
Property. The Trustee will make no further distributions to
Creditor on account of its lien on the Property.
The Debtors' attorney is to serve a copy of the Order on the
closing attorney, if any. The closing attorney is directed to send
a copy of the closing statement to the Debtors' attorney, Eric
Reed, and to the Chapter 13 Trustee, William K. Stephenson, Jr.,
P.O. Box 8477, Columbia, SC 29202. The Debtors' attorney will file
a report of sale or a report of no sale in substantial conformance
with Exhibit C to SCLBR 6004-1 within 90 days after the closing of
the sale of the Property.
The bankruptcy case is In re Mickey Shorts and MA Margeliza Rem
Shorts (Bankr. D.S.C. Case No. 18-5696-jw).
MLK ALBERTA: Sept. 2 Hearing on Disclosure Statement
----------------------------------------------------
A telephone hearing will be held on Sept. 2, 2020 at 1:30 p.m.,
Call in Number: (888) 684−8852 Access Code: 4950985 to consider
and possibly approve the proposed Disclosure Statement of MLK
Alberta, LLC.
Objections to the proposed disclosure statement must be made in
writing, setting forth the specific grounds and details of
objection, and must be filed no less than 7 days before the date of
the hearing.
Following approval of a proposed disclosure statement, creditors
will be sent copies of it, together with the proposed plan, and
ballots for acceptance or rejection of the plan.
No later than 7 days after the filed date above, the proponent must
serve this notice, the proposed plan, and the disclosure statement
as provided in F.R.B.P. Rule 3017(a).
About MLK Alberta
MLK Alberta, LLC, based in Portland, OR, filed a Chapter 11
petition (Bankr. D. Ore. Case No. 20-31032) on March 18, 2020. In
the petition signed by Meron Alemseghed, sole member, the Debtor
was estimated to have $10 million to $50 million in assets and $1
million to $10 million in liabilities. The Hon. Trish M. Brown
oversees the case. Douglas R. Ricks, Esq., at Vanden Bos &
Chapman, LLP, serves as bankruptcy counsel to the Debtor.
MOHEGAN TRIBAL: Incurs $140 Million Net Loss in Second Quarter
--------------------------------------------------------------
Mohegan Tribal Gaming Authority filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $140.03 million on $314.70 million of net revenues
for the thee months ended March 31, 2020, compared to a net loss of
$12.28 million on $307.70 million of net revenues for the three
months ended March 31, 2019.
For the six months ended March 31, 2020, the Company reported a net
loss of $130.61 million on $713.75 million of net revenues compared
to a net loss of $1.57 million on $627.20 million of net revenues
for the six months ended March 31, 2019.
As of March 31, 2020, the Company had $2.72 billion in total
assets, $2.74 billion in total liabilities, and a total capital of
($24.75) million.
Mohegan Tribal said, "In response to COVID-19, the Company
completed a series of transactions to ensure maximum financial
flexibility, including (i) on March 13, 2020, it drew the remaining
balance of its senior secured revolving credit facility, in the
amount of approximately $125 million and (ii) on August 28, 2020,
it entered into an amendment to its Senior Secured Credit
Facilities which, among other things, waived non-compliance with
certain of its financial covenants through June 30, 2020 and
modified the financial covenants applicable to periods subsequent
to June 30, 2020.
"The Company also took various actions to reduce costs in an effort
to mitigate the operating and financial impact of COVID-19,
including (i) furloughing approximately 98% of its workforce
immediately following the closure of its properties, of which
approximately 50% remain furloughed as of the date of the filing of
this Quarterly Report on Form 10-Q; (ii) enacting meaningful
compensation reductions to its remaining property and corporate
personnel, including executive leadership, during the closure
period; (iii) obtaining relief from certain threshold payments
otherwise due to the OLG for the duration of the closure of the MGE
Niagara Resorts, to be followed by a phased-in approach to such
payments thereafter; (iv) obtaining a three month forbearance of
gaming tax payments due to Connecticut and Pennsylvania; (v)
deferring rental payments due under certain of MGE Niagara's lease
agreements; and (vi) executing other substantial reductions in
operating expenses, capital expenditures and overall costs.
"The Company could experience other potential adverse impacts as a
result of COVID-19, including, but not limited to, charges from
further adjustments to the carrying value of its intangible assets,
as well as other long-lived asset impairment charges. Actual
results may differ materially from the Company's current estimates
as the scope of COVID-19 evolves, depending largely, but not
exclusively, on the duration and extent of the Company's business
disruptions.
"If the Company is unable to (i) execute its business plan (ii)
sufficiently offset declines in revenues with appropriate cost
reductions or (iii) execute certain cost containment initiatives,
it may not have sufficient liquidity to meet its existing debt
obligations, distributions to the Mohegan Tribe, capital
expenditures and working capital requirements. In addition, the
Company may not be able to satisfy its financial covenants under
the senior secured credit facilities. In such event, the Company
would need to seek additional sources of liquidity and obtain
waivers or amendments under the senior secured credit facilities;
however, it can provide no assurance that it would be able to
obtain such liquidity and waivers or amendments. If the Company is
unable to obtain such liquidity and waivers or amendments, it would
be in default under the senior secured credit facilities, which may
result in cross-defaults under its other outstanding indebtedness.
If such defaults or cross-defaults were to occur, it would allow
the Company's lenders to exercise their rights and remedies as
defined under their respective agreements, including their right to
accelerate the repayment of outstanding indebtedness. If such
acceleration were to occur, the Company can provide no assurance
that it would be able to obtain the financing necessary to repay
such accelerated indebtedness."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1005276/000156459020041795/ck1005276-10q_20200331.htm
About Mohegan Tribal
Mohegan Tribal -- http://www.mohegangaming.com/-- is pimarily
engaged in the ownership, operation and development of integrated
entertainment facilities, both domestically and internationally,
including: (i) Mohegan Sun in Uncasville, Connecticut, (ii) Mohegan
Sun Pocono in Plains Township, Pennsylvania, (iii) Niagara
Fallsview Casino Resort, Casino Niagara and the future 5,000-seat
Niagara Falls Entertainment Centre, all in Niagara Falls, Canada,
(iv) Resorts Casino Hotel in Atlantic City, New Jersey, (v) ilani
Casino Resort in Clark County, Washington, (vi) Paragon Casino
Resort in Marksville, Louisiana and (vii) Project Inspire, a
first-of-its-kind, multi-billion dollar integrated resort and
casino under construction at Incheon International Airport in South
Korea.
* * *
As reported by the TCR on May 14, 2020, S&P Global Ratings lowered
all of its ratings on casino operator Mohegan Tribal Gaming
Authority (MTGA) and hotel owner Mohegan Tribal Finance Authority
(MTFA), including its issuer credit ratings, by one notch to 'CCC+'
from 'B-' and removed the ratings from CreditWatch, where it placed
them with negative implications on March 20, 2020. "We believe the
spike in MTGA's leverage in 2020 and our expectation for a slow
recovery increase its refinancing risks over the next 12-18 months
given that its $250 million revolver, $257 million term loan A, and
the proposed $100 million incremental term loan A all mature in
October 2021. We anticipate that MTGA may have difficulty
refinancing this debt on favorable terms because we believe it may
take multiple years for its cash flow to return to pre-pandemic
levels," S&P said.
In April 2020, Moody's Investors Service downgraded Mohegan Tribal
Gaming Authority's Corporate Family Rating to Caa2 from B3. The
downgrade reflects that significant pressure on earnings and free
cash flow will increase leverage and elevate default risk.
MOHEGAN TRIBAL: Incurs $50 Million Net Loss in Third Quarter
------------------------------------------------------------
Mohegan Tribal Gaming Authority filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q reporting
a net loss of $49.93 million on $107.20 million of net revenues for
the three months ended June 30, 2020, compared to net income of
$19.88 million on $347.61 million of net revenues for the three
months ended June 30, 2019.
For the nine months ended June 30, 2020, the Company reported a net
loss of $180.54 million on $820.95 million of net revenues compared
to net income of $18.30 million on $974.80 million of net revenues
for the same period during the prior year.
As of June 30, 2020, the Company had $2.69 billion in total assets,
$2.76 billion in total liabilities, and a total capital of ($77.17)
million.
Mohegan Tribal said, "In response to COVID-19, the Company
completed a series of transactions to ensure maximum financial
flexibility, including (i) on March 13, 2020, it drew the remaining
balance of its senior secured revolving credit facility, in the
amount of approximately $125 million and (ii) on August 28, 2020,
it entered into an amendment to its Senior Secured Credit
Facilities which, among other things, waived non-compliance with
certain of its financial covenants through June 30, 2020 and
modified the financial covenants applicable to periods subsequent
to June 30, 2020.
"The Company also took various actions to reduce costs in an effort
to mitigate the operating and financial impact of COVID-19,
including (i) furloughing approximately 98% of its workforce
immediately following the closure of its properties, of which
approximately 50% remain furloughed as of the date of the filing of
this Quarterly Report on Form 10-Q; (ii) enacting meaningful
compensation reductions to its remaining property and corporate
personnel, including executive leadership, during the closure
period; (iii) obtaining relief from certain threshold payments
otherwise due to the OLG for the duration of the closure of the MGE
Niagara Resorts, to be followed by a phased-in approach to such
payments thereafter; (iv) obtaining a three month forbearance of
gaming tax payments due to Connecticut and Pennsylvania; (v)
deferring rental payments due under certain of MGE Niagara's lease
agreements; and (vi) executing other substantial reductions in
operating expenses, capital expenditures and overall costs.
"The Company could experience other potential adverse impacts as a
result of COVID-19, including, but not limited to, charges from
further adjustments to the carrying value of its intangible assets,
as well as other long-lived asset impairment charges. Actual
results may differ materially from the Company's current estimates
as the scope of COVID-19 evolves, depending largely, but not
exclusively, on the duration and extent of the Company’s business
disruptions.
"If the Company is unable to (i) execute its business plan (ii)
sufficiently offset declines in revenues with appropriate cost
reductions or (iii) execute certain cost containment initiatives,
it may not have sufficient liquidity to meet its existing debt
obligations, distributions to the Mohegan Tribe, capital
expenditures and working capital requirements. In addition, the
Company may not be able to satisfy its financial covenants under
the senior secured credit facilities. In such event, the Company
would need to seek additional sources of liquidity and obtain
waivers or amendments under the senior secured credit facilities;
however, it can provide no assurance that it would be able to
obtain such liquidity and waivers or amendments. If the Company is
unable to obtain such liquidity and waivers or amendments, it would
be in default under the senior secured credit facilities, which may
result in cross-defaults under its other outstanding indebtedness.
If such defaults or cross-defaults were to occur, it would allow
the Company's lenders to exercise their rights and remedies as
defined under their respective agreements, including their right to
accelerate the repayment of outstanding indebtedness. If such
acceleration were to occur, the Company can provide no assurance
that it would be able to obtain the financing necessary to repay
such accelerated indebtedness."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1005276/000156459020041805/ck1005276-10q_20200630.htm
About Mohegan Tribal
Mohegan Tribal -- http://www.mohegangaming.com/-- is pimarily
engaged in the ownership, operation and development of integrated
entertainment facilities, both domestically and internationally,
including: (i) Mohegan Sun in Uncasville, Connecticut, (ii) Mohegan
Sun Pocono in Plains Township, Pennsylvania, (iii) Niagara
Fallsview Casino Resort, Casino Niagara and the future 5,000-seat
Niagara Falls Entertainment Centre, all in Niagara Falls, Canada,
(iv) Resorts Casino Hotel in Atlantic City, New Jersey, (v) ilani
Casino Resort in Clark County, Washington, (vi) Paragon Casino
Resort in Marksville, Louisiana and (vii) Project Inspire, a
first-of-its-kind, multi-billion dollar integrated resort and
casino under construction at Incheon International Airport in South
Korea.
* * *
As reported by the TCR on May 14, 2020, S&P Global Ratings lowered
all of its ratings on casino operator Mohegan Tribal Gaming
Authority (MTGA) and hotel owner Mohegan Tribal Finance Authority
(MTFA), including its issuer credit ratings, by one notch to 'CCC+'
from 'B-' and removed the ratings from CreditWatch, where it placed
them with negative implications on March 20, 2020. "We believe the
spike in MTGA's leverage in 2020 and our expectation for a slow
recovery increase its refinancing risks over the next 12-18 months
given that its $250 million revolver, $257 million term loan A, and
the proposed $100 million incremental term loan A all mature in
October 2021. We anticipate that MTGA may have difficulty
refinancing this debt on favorable terms because we believe it may
take multiple years for its cash flow to return to pre-pandemic
levels," S&P said.
In April 2020, Moody's Investors Service downgraded Mohegan Tribal
Gaming Authority's Corporate Family Rating to Caa2 from B3. The
downgrade reflects that significant pressure on earnings and free
cash flow will increase leverage and elevate default risk.
MUSCLEPHARM CORP: Incurs $19 Million Net Loss in 2019
-----------------------------------------------------
MusclePharm Corporation filed with the Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$18.93 million on $79.67 million of net revenue for the year ended
Dec. 31, 2019, compared to a net loss of $10.76 million on $88.11
million of net revenue for the year ended Dec. 31, 2018.
As of Dec. 31, 2019, the Company had $14.54 million in total
assets, $42.49 million in total liabilities, and a total
stockholders' deficit of $27.95 million.
SingerLewak LLP, in Los Angeles, California, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated Aug. 24, 2020, citing that the Company has suffered recurring
losses from operations, accumulated deficit and its total
liabilities exceed its total assets. This raises substantial doubt
about the Company's ability to continue as a going concern.
COVID-19
MusclePharm said, "Our results of operations are affected by
economic conditions, including macroeconomic conditions and levels
of business confidence. There continues to be significant
volatility and economic uncertainty in many markets and the ongoing
COVID-19 pandemic has increased that level of volatility and
uncertainty and has created economic disruption. As COVID-19
infections have been reported throughout the United States, certain
federal, state and local governmental authorities have issued
stay-at-home orders, proclamations and/or directives aimed at
minimizing the spread of the infection. Additionally, more
restrictive proclamations and/or directives may be issued in the
future.
"The ultimate impact of the COVID-19 pandemic on the Company's
operations is unknown and will depend on future developments, which
are highly uncertain and cannot be predicted with confidence,
including the duration of the COVID-19 outbreak, new information
which may emerge concerning the severity of the COVID-19 pandemic,
and any additional preventative and protective actions that
governments, or the Company, may direct, which may result in an
extended period of continued business disruption, reduced customer
traffic and reduced operations. Any resulting financial impact
cannot be reasonably estimated at this time but may have a material
impact on our business, financial condition and results of
operations.
"While we expect our revenue for 2020 to be down compared to 2019,
there are multiple factors contributing to this decline. While
revenue for April 2020 was lower due to COVID-19, as evidenced by a
decline in the Company's FDM sales, sales in other months were in
line with the Company's expectations. Management continues to
monitor the business environment for any significant changes that
could impact the Company's operations. The Company has taken
proactive steps to manage costs and discretionary spending, such as
remote working and reducing facility related expense.
Outlook
"As we continue to execute our growth strategy and focus on our
core products, we believe that we can, over time, continue to
improve our operating margins and expense structure. In addition,
we have implemented plans focused on cost containment, customer
profitability, product and pricing controls that we believe will
improve our gross margin and reduce our losses.
"We expect that our advertising and promotion expense will continue
to decrease as we focus on reducing our
expenses and shifting our promotional costs, in part, from general
branding and product awareness to acquiring
customers and driving sales from existing customers. We expect
that our discounts and allowances will continue to decrease, both
overall and as a percentage of revenue, as we further reduce
certain discretionary promotional activity that does not result in
a commensurate increase in revenues. In addition, we expect our
gross margin to increase in future periods due to a decrease in
protein prices which began in the fourth quarter of 2019, although
protein prices will continue to fluctuate."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1415684/000165495420009485/mslp_10k.htm
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTCQB:MSLP) -- http://www.musclepharm.com/and
http://www.musclepharmcorp.com/-- develops, manufactures, markets
and distributes branded nutritional supplements. The Company
offers a broad range of performance powders, capsules, tablets and
gels that satisfy the needs of enthusiasts and professionals alike.
MUSCLEPHARM CORP: Incurs $4.5 Million Net Loss in Q1 2019
---------------------------------------------------------
MusclePharm Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing
a net loss of $4.51 million on $18.77 million of net revenue for
the three months ended March 31, 2019, compared to a net loss of
$2.51 million on $24.18 million of net revenue for the three months
ended March 31, 2018.
As of March 31, 2019, the Company had $20.17 million in total
assets, $52.53 million in total liabilities, and a total
stockholders' deficit of $32.36 million.
The Company has incurred significant losses and experienced
negative cash flows since inception. As of March 31, 2019, the
Company had cash of $0.6 million, a decline of $1.7 million from
the Dec. 31, 2018 balance of $2.3 million. As of March 31, 2019,
the Company had a working capital deficit of $34.4 million, a
stockholders' deficit of $32.4 million and an accumulated deficit
of $181.4 million resulting from recurring losses from operations.
The Company said that as a result of its history of losses and
financial condition, there is substantial doubt about its ability
to continue as a going concern.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1415684/000165495420009482/mslp_10q.htm
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTCQB:MSLP) -- http://www.musclepharm.com/and
http://www.musclepharmcorp.com/-- develops, manufactures, markets
and distributes branded nutritional supplements. The Company
offers a broad range of performance powders, capsules, tablets and
gels that satisfy the needs of enthusiasts and professionals
alike.
MusclePharm reported a net loss of $18.93 million on $79.67 million
of net revenue for the year ended Dec. 31, 2019, compared to a net
loss of $10.76 million on $88.11 million of net revenue for the
year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$14.54 million in total assets, $42.49 million in total
liabilities, and a total stockholders' deficit of $27.95 million.
SingerLewak LLP, in Los Angeles, California, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated Aug. 24, 2020, citing that the Company has suffered recurring
losses from operations, accumulated deficit and its total
liabilities exceed its total assets. This raises substantial doubt
about the Company's ability to continue as a going concern.
MUSCLEPHARM CORP: Incurs $5.88 Million Net Loss in Q2 2019
----------------------------------------------------------
MusclePharm Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $5.88 million on $22.30 million of net revenue for the three
months ended June 30, 2019, compared to a net loss of $280,000 on
$21.83 million of net revenue for the three months ended June 30,
2018.
For the six months ended June 30, 2019, the Company recorded a net
loss of $10.39 million on $41.07 million of net revenue compared to
a net loss of $2.79 million on $46.01 million of net revenue for
the six months ended June 30, 2018.
As of June 30, 2019, the Company had $20.54 million in total
assets, $58.37 million in total liabilities, and a total
stockholders' deficit of $37.83 million.
The Company has incurred significant losses and experienced
negative cash flows since inception. As of June 30, 2019, the
Company had cash of $1.1 million, a decline of $1.2 million from
the Dec. 31, 2018 balance of $2.3 million. As of June 30, 2019,
the Company had a working capital deficit of $39.7 million, a
stockholders' deficit of $37.8 million and an accumulated deficit
of $187.3 million resulting from recurring losses from operations.
According to the Company, there is substantial doubt about its
ability to continue as a going concern as a result of its history
of losses and financial condition.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1415684/000165495420009483/mslp_10q.htm
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTCQB:MSLP) -- http://www.musclepharm.com/and
http://www.musclepharmcorp.com/-- develops, manufactures, markets
and distributes branded nutritional supplements. The Company
offers a broad range of performance powders, capsules, tablets and
gels that satisfy the needs of enthusiasts and professionals
alike.
MusclePharm reported a net loss of $18.93 million on $79.67 million
of net revenue for the year ended Dec. 31, 2019, compared to a net
loss of $10.76 million on $88.11 million of net revenue for the
year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$14.54 million in total assets, $42.49 million in total
liabilities, and a total stockholders' deficit of $27.95 million.
SingerLewak LLP, in Los Angeles, California, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated Aug. 24, 2020, citing that the Company has suffered recurring
losses from operations, accumulated deficit and its total
liabilities exceed its total assets. This raises substantial doubt
about the Company's ability to continue as a going concern.
MUSCLEPHARM CORP: Issues Amended $2.7M Convertible Note to CEO
--------------------------------------------------------------
MusclePharm Corporation issued to Ryan Drexler, the Company's chief
executive officer, president and chairman of the Board of
Directors, an amended and restated convertible secured promissory
note in the original principal amount of $2,735,199, which amends
and restates (i) a secured revolving promissory note dated as of
Oct. 4, 2019, (ii) a collateral receipt and security agreement
dated as of Dec. 27, 2019 and (iii) a convertible secured
promissory note dated as of Nov. 8, 2017.
The Refinanced Convertible Note bears interest at the rate of 12%
per annum. Interest accrues and is to be paid in kind by adding
such interest to the unpaid principal amount of the Refinanced
Convertible Note, compounded annually. Both the principal and the
interest under the Refinanced Convertible Note are due on
Nov. 1, 2020, unless converted earlier.
On the Maturity Date, the Holder may, upon written notice to the
Company, convert the outstanding principal and accrued interest
into shares of the Company's common stock, $0.001 par value per
share, at a conversion price equal to the greater of (i) the
closing price per share of the Common Stock on the last business
date immediately preceding the Maturity Date and (ii) seventeen
cents ($0.17), in each case rounded down to the nearest whole
share. The Company may prepay the Refinanced Convertible Note by
giving the Holder between 15 and 60 days' notice depending upon the
specific circumstances, subject to the Holder's conversion right.
The Refinanced Convertible Note contains customary events of
default, including, among others, the failure by the Company to
make a payment of principal or interest when due. Following an
event of default, at the option of the Holder and upon written
notice to the Company, or automatically under certain
circumstances, all outstanding principal and accrued interest will
become due and payable. The Refinanced Convertible Note also
contains customary restrictions on the ability of the Company to,
among other things, grant liens or incur indebtedness other than
certain obligations incurred in the ordinary course of business.
The restrictions are also subject to certain additional
qualifications and carveouts, as set forth in the Refinanced
Convertible Note. The Refinanced Convertible Note is subordinated
to certain other indebtedness of the Company.
In connection with the issuance of the Refinanced Convertible Note,
the Company and Mr. Drexler entered into a Fourth Amended and
Restated Security Agreement to amend and restate the Third Amended
and Restated Security Agreement, pursuant to which the Prior Notes
were secured by all of the assets and properties of the Company and
its subsidiaries whether tangible or intangible, to reaffirm Mr.
Drexler's continuing first priority lien (except as to certain
excluded property) granted therein.
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTCQB:MSLP) -- http://www.musclepharm.com/and
http://www.musclepharmcorp.com/-- develops, manufactures, markets
and distributes branded nutritional supplements. The Company
offers a broad range of performance powders, capsules, tablets and
gels that satisfy the needs of enthusiasts and professionals
alike.
MusclePharm reported a net loss of $18.93 million for the year
ended Dec. 31, 2019, compared to a net loss of $10.76 million for
the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$14.54 million in total assets, $42.49 million in total
liabilities, and a total stockholders' deficit of $27.95 million.
SingerLewak LLP, in Los Angeles, California, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated Aug. 24, 2020, citing that the Company has suffered recurring
losses from operations, accumulated deficit and its total
liabilities exceed its total assets. This raises substantial doubt
about the Company's ability to continue as a going concern.
NOBLE CORPORATION: Foley, Kramer Represent Guaranteed Group
-----------------------------------------------------------
In the Chapter 11 cases of Noble Corporation PLC, et al., the law
firms of Foley & Lardner LLP and Kramer Levin Naftalis & Frankel
LLP submitted a verified statement under Rule 2019 of the Federal
Rules of Bankruptcy Procedure, to disclose that they are
representing the Ad Hoc Guaranteed Group.
As of Aug. 20, 2020, members of the Ad Hoc Guaranteed Group and
their disclosable economic interests are:
Avenue Energy Opportunities Fund II, L.P.
399 Park Avenue
New York, NY 10022
* $50,891,000 face amount of the 7.875% notes due 2026, issued
pursuant to the Indenture dated as of January 31, 2018.
Pacific Investment Management Company LLC
650 Newport Center Drive
Newport Beach, CA 92660
* $80,750,000 face amount of the 8.95% due 2045, issued pursuant
to the First Supplemental Indenture dated as of March 16, 2015.
* $19,901,000 face amount of the 7.95% due 2025, issued pursuant
to the First Supplemental Indenture dated as of March 16, 2015.
* $356,468,000 face amount of the 7.875% notes due 2026, issued
pursuant to the Indenture dated as of January 31, 2018.
GoldenTree Asset Management LP
300 Park Avenue, 21st Floor
New York, NY 10022
* $11,000,000 face amount of the 8.95% due 2045, issued pursuant
to the First Supplemental Indenture dated as of March 16, 2015.
* $17,000,000 face amount of the 5.25% due 2042, issued pursuant
to the Fourth Supplemental Indenture dated as of February 10,
2012.
* $15,000,000 face amount of the 6.05% due 2041, issued pursuant
to the Third Supplemental Indenture dated as of February 3,
2011.
* $144,596,000 face amount of the 7.875% notes due 2026, issued
pursuant to the Indenture dated as of January 31, 2018.
Each member of the Ad Hoc Guaranteed Group has separately engaged
Counsel to represent it in connection with these Chapter 11
proceedings. In addition, each member of the Ad Hoc Guaranteed
Group does not purport to act, represent or speak on behalf of any
other entity in connection with these proceedings.
Counsel does not hold, nor has it ever held, any claims against the
Debtors except for claims for services rendered to the Ad Hoc
Guaranteed Group. Counsel does not perceive any actual or potential
conflict of interest with respect to the representation of the Ad
Hoc Guaranteed Group, as applicable, in these Chapter 11 Cases.
All of the information contained herein is intended only to comply
with Bankruptcy Rule 2019 and is not intended for any other
purpose. Nothing in this Statement shall be construed as (i) a
limitation upon, or waiver of, each member of the Ad Hoc Guaranteed
Group's right to assert, file, or amend its or their claims in
accordance with applicable law and any orders entered in these
cases, or (ii) an admission with respect to any fact or legal
theory.
Counsel reserves the right to supplement or amend this Statement at
any time for any reason.
Counsel for Ad Hoc Guaranteed Group can be reached at:
John P. Melko, Esq.
FOLEY & LARDNER LLP
1000 Louisiana St. Suite 2000
Houston, TX 77002
Telephone: 713.276.5727
E-mail: jmelko@foley.com
- and -
Stephen D. Zide, Esq.
Andrew Pollack, Esq.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
1177 Avenue of the Americas
New York, NY 10036
Telephone: 212.715.9100
E-mail: szide@kramerlevin.com
apollack@kramerlevin.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/gk3mHF
About Noble Corporation
Noble Corporation plc -- http://www.noblecorp.com/-- is an
offshore drilling contractor for the oil and gas industry. It
provides contract drilling services to the international oil and
gas industry with its global fleet of mobile offshore drilling
units. Noble Corporation focuses on a balanced, high-specification
fleet of floating and jackup rigs and the deployment of its
drilling rigs in oil and gas basins around the world.
On July 31, 2020, Noble Corporation and its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 20-33826). Richard B. Barker,
chief financial officer, signed the petitions. Debtors disclosed
total assets of $7,261,099,000 and total liabilities of
$4,664,567,000 as of March 31, 2020.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and
Porter Hedges LLP as legal counsel, AlixPartners, LLP as financial
advisor, and Evercore Group LLC as investment banker. Epiq
Corporate Restructuring, LLC is the claims and noticing agent.
NORTH PACIFIC: Seeks to Defer Disclosures Hearing to Sept. 16
-------------------------------------------------------------
North Pacific Canners & Packers, Inc., Hermiston Foods, LLC, and
NPCP Quincy, LLC, move the Bankruptcy Court for an order continuing
to Sept. 16, 2020 the hearing scheduled to consider and possibly
approve the Disclosure Statement.
On April 15, 2020, Debtors and the Official Committee of Unsecured
Creditors filed a Joint Disclosure Statement and proposed Joint
Plan of Liquidation.
Accordingly, to allow the Member-Grower settlement process to
continue and to allow Debtors and the Committee an opportunity, if
appropriate, to amend the Plan and Disclosure Statement, Debtors
request that:
* a deadline for Debtors and the Committee to file an amended
Plan and Disclosure Statement be set for Aug. 25, 2020.
* a deadline to file objections to the Plan and Disclosure
Statement, as amended, be set for Sept. 8, 2020.
* the Disclosure Statement hearing be continued to Sept. 16,
2020 at 2:00 p.m., and that such hearing may be attended by
telephone.
Attorneys for the Debtors:
Albert N. Kennedy
Direct Dial: 503.802.2013
Facsimile: 503.972.3713
E-Mail: albert.kennedy@tonkon.com
Michael W. Fletcher
Direct Dial: (503) 802-2169
Facsimile: (503) 972-3867
E-mail: michael.fletcher@tonkon.com
Ava L. Schoen, OSB No. 044072
Direct Dial: (503) 802-2143
Facsimile: (503) 972-3843
E-Mail: ava.schoen@tonkon.com
Danny Newman, OSB No. 200518
Direct Dial: (503) 802-2089
Facsimile: (503) 274-8779
E-mail: danny.newman@tonkon.com
TONKON TORP LLP
888 SW Fifth Avenue, Suite 1600
Portland, OR 97204-2099
About NORPAC Foods
Founded in 1924 and headquartered in Salem, Ore., NORPAC Foods,
Inc. (www.norpac.com), a farmer-owned cooperative, along with its
wholly-owned subsidiaries Hermiston Foods, LLC and Quincy Foods,
LLC is an independent, standalone processor of organic and
conventional frozen vegetables and fruits in the Pacific Northwest.
NORPAC is a cooperative owned by more than 140 members.
Quincy and Hermiston are single-member limited liability companies
whose sole member is NORPAC. The Debtors own and operate raw
processing plants in Brooks and Stayton, Ore., a packaging plant in
Salem, Ore., and a raw processing, packaging, and roasting facility
in Quincy, Wash. The Debtors have more than 1,125 full-time
employees along with up to 1,100 seasonal employees. The Debtors
have a diverse supplier base built on an extensive network of more
than 220 contract growers made up of family-owned farms (145 farms
in Oregon and 75 farms in Washington) spanning more than 40,000
acres.
North Pacific Canners & Packers, Inc. (formerly known as NORPAC
Foods, Inc.), Hermiston Foods and NPCP Quincy, LLC (formerly known
as Quincy Foods, LLC), sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Lead Case No. 19-62584) on Aug. 22,
2019.
At the time of the filing, NORPAC Foods was estimated to have
assets of between $100 million and $500 million and liabilities of
the same range. The other debtors had estimated assets of between
$10 million and $50 million and liabilities of between $100 million
and $500 million.
Judge Peter C. McKittrick oversees the cases.
The Debtors tapped Tonkon Torp LLP as legal counsel;
SierraConstellation Partners LLC as restructuring advisor; and
Kurtzman Carson Consultants LLC as noticing agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Aug. 30, 2019. The committee tapped Lowenstein
Sandler as bankruptcy counsel; Leonard Law Group LLC as local
counsel; and Alvarez & Marsal North America, LLC as financial
advisor.
NORTH PACIFIC: Sept. 16 Hearing on Disclosure Statement
-------------------------------------------------------
A rescheduled hearing will be held on Sept. 16, 2020 at 2:00 p.m.,
which may be attended telephonically, Call in Number: (888)
684−8852 Access Code: 1238244, to consider and possibly approve
the proposed disclosure statement of North Pacific Canners &
Packers, Inc., Hermiston Foods, LLC, and NPCP Quincy, LLC., or any
amendments thereto.
The deadline for the Debtors and Committee of Unsecured Creditors
to file any amendments to the disclosure statement or plan is
August 25, 2020.
This hearing was previously scheduled for July 29, 2020.
Objections to the proposed disclosure statement must be filed by
September 8, 2020.
Attorneys for the Debtors:
Albert N. Kennedy
Michael W. Fletcher
TONKON TORP LLP
About NORPAC Foods
Founded in 1924 and headquartered in Salem, Ore., NORPAC Foods,
Inc. (www.norpac.com), a farmer-owned cooperative, along with its
wholly-owned subsidiaries Hermiston Foods, LLC and Quincy Foods,
LLC is an independent, standalone processor of organic and
conventional frozen vegetables and fruits in the Pacific Northwest.
NORPAC is a cooperative owned by more than 140 members.
Quincy and Hermiston are single-member limited liability companies
whose sole member is NORPAC. The Debtors own and operate raw
processing plants in Brooks and Stayton, Ore., a packaging plant in
Salem, Ore., and a raw processing, packaging, and roasting facility
in Quincy, Wash. The Debtors have more than 1,125 full-time
employees along with up to 1,100 seasonal employees. The Debtors
have a diverse supplier base built on an extensive network of more
than 220 contract growers made up of family-owned farms (145 farms
in Oregon and 75 farms in Washington) spanning more than 40,000
acres.
North Pacific Canners & Packers, Inc. (formerly known as NORPAC
Foods, Inc.), Hermiston Foods and NPCP Quincy, LLC (formerly known
as Quincy Foods, LLC), sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Lead Case No. 19-62584) on Aug. 22,
2019.
At the time of the filing, NORPAC Foods was estimated to have
assets of between $100 million and $500 million and liabilities of
the same range. The other debtors had estimated assets of between
$10 million and $50 million and liabilities of between $100 million
and $500 million.
Judge Peter C. McKittrick oversees the cases.
The Debtors tapped Tonkon Torp LLP as legal counsel;
SierraConstellation Partners LLC as restructuring advisor; and
Kurtzman Carson Consultants LLC as noticing agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Aug. 30, 2019. The committee tapped Lowenstein Sandler
as bankruptcy counsel; Leonard Law Group LLC as local counsel; and
Alvarez & Marsal North America, LLC as financial advisor.
NORTHWEST CHRISTIAN: Moody's Rates 2020A/B Revenue Bonds Ba2
------------------------------------------------------------
Moody's Investors Service has assigned an initial Ba2 rating to
Northwest Christian School, AZ's $7 million Economic Development
Revenue Bonds (Northwest Christian School), Series 2020A and
$800,000 Economic Development Revenue Bonds (Northwest Christian
School), Series 2020B (Taxable), issued through the Phoenix
Industrial Development Authority. The bonds have a final maturity
in 2055. The outlook is stable.
RATINGS RATIONALE
The assignment of the Ba2 rating reflects Northwest Christian
School's (NCS) sound market position as a large private independent
school in Arizona with steady enrollment and relatively manageable
leverage. The rating is offset by the school's very low total
wealth and liquidity, small scope of operations, and very limited
revenue diversity. The rating also incorporates the school's
financial strategy, including board oversight of various policies,
and management's track record of generally favorable results, in
line with its governance analysis under its ESG framework.
Student demand is expected to continue, with the school projecting
1,470 students for fall 2020, slightly higher than the average of
1,465 from 2015 to 2019. Enrollment stability is aided by the
school's identified market niche and by a tax credit program within
the State of Arizona (Aa1 stable) which provides tax credits for
donations made by individuals to school tuition organizations (STO)
for the purpose of providing tuition assistance to in-state
students attending private schools. However, this also leave the
school vulnerable to any changes that could occur to the tax credit
program. Tuition and fees made up a very high 89% of Northwest
Christian School's operating revenue in fiscal 2019, and
approximately 47% of that tuition revenue was received through
STOs.
Moody's expects the school to continue to generate overall sound
operating performance, with debt service coverage in the 2.5x - 4x
range. Favorably, operating performance improved in fiscal 2020
despite the coronavirus, which Moody's regards as a social risk
within its ESG framework given the substantial implications for
public health and safety. The school's rapid response supports its
view of future financial stability. NCS transitioned all academic
programs to an online format in response to the outbreak of the
virus and did not see an adverse effect on enrollment. NCS also
implemented a spending freeze and other cost cutting initiatives
that supported an improved operating margin in fiscal 2020. The
school's weaker operating performance in fiscal 2019 was due to
elevated one-time capital expenses, including replacing ventilation
systems.
The school's approximately $1.5 million in total cash and
investments as of June 30, 2019 is very low, and decreased from
approximately $3 million the previous year as the school used cash
to fund the construction of a classroom building. NCS reports cash
and investments as of June 30, 2020 rebounded to roughly $3.3
million, including the $1.1 million of PPP loan proceeds that the
school expects to be forgiven. However, with little donor support,
material growth in total wealth remains unlikely. NCS is favorably
reducing its exposure to variable rate debt and swaps through its
proposed Series 2020 issuance, moving to an entirely fixed rate
debt structure.
RATING OUTLOOK
The stable outlook incorporates its expectations of continued
steady enrollment and sustained healthy operating performance. The
outlook also reflects expectations that the school will maintain
total cash and investments of at least $3 million.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
- Material increase in wealth and liquidity
- Sustained strengthening of operating performance
- Successful launch of online school initiative, yielding
increasing tuition revenue and growing enrollment
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
- Decline in unrestricted liquidity
- Inability to maintain positive operating performance
- Additional debt absent significant growth in wealth and
stronger operating performance
LEGAL SECURITY
The 2020 bonds represent an unconditional obligation of Northwest
Christian School, secured by a lien on the school's receipts and
revenues, a mortgage on the school's land and facilities, and a
debt service reserve fund.
USE OF PROCEEDS
Proceeds from the proposed Series 2020A & 2020B bonds will be used
to refund the school's outstanding 2013 bonds, terminate the
associated swap, fund a debt service reserve fund, provide funds
for capital projects and online school investments, and pay the
costs of issuance. The portion of the proceeds used for capital
projects will fund various capital improvement projects at the
school. The funds to be used for investment in NCS's online school
initiative will finance hardware and infrastructure improvements
and other startup costs.
PROFILE
Founded in 1980, Northwest Christian School (NCS) is a private
Christian school in Phoenix, Arizona. The school offers a
religious-based curriculum in its programs that span early
education (pre-kindergarten) through twelfth grade. In fall 2019,
the school reported total enrollment of 1,473 students, of which,
approximately 450 students were in high school grades 9-12.
METHODOLOGY
The principal methodology used in these ratings was Nonprofit
Organizations (Other Than Healthcare and Higher Education)
published in May 2019.
NRCT LLC: Unsecured Claims Unimpaired in Plan
---------------------------------------------
Ronald L. Glass, as Chapter 11 Trustee for debtors Bay Circle
Properties, LLC, DCT Systems Group, LLC, Sugarloaf Centre, LLC,
Nilhan Developers, LLC and NRCT, LLC, filed a Fourth Amended Plan
for debtor NRCT.
The Debtor's assets consist of cash in the approximate amount of
$1,909,301, investments in two Asia funds with an approximate value
of $1,159,684, and real property with a value of at least
$3,850,000.
The Plan provides for payment from funds on hand of Allowed
Administrative Claims, Allowed Priority Claims and Allowed General
Unsecured Claims, (which claims exclude Nilhan Financial's
scheduled claim in the amount of $13,953,776 which has been
disallowed by the Court), on the Effective Date, or as soon as
practicable thereafter. Thereafter, the Plan Agent will preserve
and maintain all Assets unless and until liquidation of them is
necessary under the terms of this paragraph and the Plan.
No assets of the Debtor will be liquidated by the Plan Agent unless
and until either (i) the funds on hand are insufficient to pay all
Allowed Claims, including post-confirmation professional fees, and
Plan Expenses or (ii) a final judgment is entered against Debtor in
the Contribution Action or the Court enters an order approving a
settlement of the Contribution Action whereby Debtor is to make
payment to Bay Circle (the "Bay Circle Obligation") and the Bay
Circle Obligation exceeds the available funds on hand. (Each of the
foregoing (i) and (ii) is referred to herein as a "Liquidation
Event"). Upon the occurrence of a Liquidation Event, the Plan
Agent will sell such of Debtor's Assets as is necessary to satisfy
the Allowed Claims, Plan Expenses or Bay Circle Obligation,
whichever triggered the Liquidation Event. All Assets not sold
pursuant hereto will continue to be owned by Debtor and any cash
remaining after the case is closed will be property of the Debtor.
Holders of Equity Interests in Debtor will retain those interests.
Class 3 Administrative Convenience Unsecured Claims are unimpaired.
Holders of Allowed Class 3 Claims will be paid in full on the
Effective Date together with interest between the Petition Date and
Distribution Date calculated at the federal judgment interest rate.
If a Class 3 Claim becomes an Allowed Claim after the Effective
Date, the Holder of such Allowed Claim will be paid in full with
interest between the Effective Date and the Distribution Date
calculated at the federal judgment interest rate.
As to Class 5 Equity Interests, the Debtor's assets remaining after
payment in full of all Allowed Administrative Claims, Allowed
Priority Claims and all Allowed Claims in Classes 1, 2 and 3 will
continue to be owned by Debtor and Holders of Equity Interests in
Debtor will retain their Equity Interests.
A full-text copy of the Fourth Amended Plan dated July 15, 2020, is
available at https://tinyurl.com/y5j5rey9 from PacerMonitor.com at
no charge.
Attorneys for Ronald L. Glass, as Chapter 11 Trustee:
Frank W. DeBorde
Lisa Wolgast
MORRIS, MANNING & MARTIN, LLP
3343 Peachtree Road, N.E.
Suite 1600
Atlanta, Georgia 30326
Tel: (404) 233-7000
About Bay Circle Properties, et al.
Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf
Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16
different real properties including significant undeveloped
acreage. The properties also include office and warehouse
buildings, retail shopping centers and free standing single tenant
buildings.
Bay Circle Properties, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May
4, 2015. The Chapter 11 cases are jointly administered. In the
petition signed by Chuck Thakkar, manager, Bay Circle estimated $1
million to $10 million in assets and liabilities.
The Debtors tapped John A. Christy, Esq., J. Carole Thompson
Hord,Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler &
Flint, LLP, as bankruptcy attorneys. The Debtors engaged RG Real
Estate, Inc., as real estate broker.
Ronald L. Glass was appointed as Chapter 11 trustee for the
Debtors. The trustee tapped Morris, Manning & Martin, LLP as his
bankruptcy counsel; GlassRatner Advisory & Capital Group, LLC as
his financial advisor; and Nelson Mullins Riley & Scarborough LLP
as special counsel.
NUZEE INC: Clarifies Statements Regarding its Business
------------------------------------------------------
NuZee, Inc., filed a current report on Form 8-K to correct or
clarify, as of, Aug. 28, 2020, certain statements regarding the
Company and its business that were made (a) in the final week of
July 2020 by an employee of NuZee Investment Co., Ltd., a
wholly-owned Japanese subsidiary of the Company, during an
interview to Radio Nikkei and (b) in the first week of August 2020
by the Employee during an interview and concurrent slide
presentation broadcast over the internet by Stock Squadron
Agarunger.
To correct or clarify certain statements made in connection with
the Interviews, the Company provides the following information:
* The Company had previously been party to an exclusivity
agreement with FUSO Industries Co. Ltd., pursuant to which
the Company acquired certain of the machines it uses to
produce single serve pour over coffee products. As the
Company previously reported in a filing with the Securities
and Exchange Commission, this exclusivity agreement expired
pursuant to its terms on June 30, 2020.
* Despite the statements made in the Interviews, the Company
no longer tracks for public disclosure purposes the market
for single serve coffee consumption of all types generally
in the United States by number of cups per year and the
market for single serve pour over coffee in the U.S. by
number of cups per year. Based on a market study by FUSO
Industries Co. Ltd., the Company believes that the market
for single serve pour over coffee products in Japan is
approximately 2.5 billion cups per year.
* The Company believes it is currently the only commercial-
scale producer of single serve drip cup coffee serving the
North American market.
* Despite the statements made in the Interviews, the Company
no longer tracks for public disclosure purposes the number
of retail accounts it maintains with large retail and
grocery chains.
* The Company believes its operational capacity is currently
sufficient to provide its top-quality services and products
to its currently foreseeable and projected customer base.
* The Company has entered into co-packing contracts with
several customers, certain of which are well-known "name
brands". As of Aug. 28, 2020, the Company generates an
immaterial amount of revenues from such co-packing contracts
with well-known "name brands". However, the Company
continues to pursue and focus on fostering co-packing
arrangements with such larger and well-known companies that
are developing pour over coffee products, which the Company
expects will lead to increased co-packing opportunities for
the Company as pour over coffee becomes more widely adopted
in North America.
About Nuzee
NuZee, Inc. (d/b/a Coffee Blenders) is a specialty coffee company
and a single-serve pour-over coffee producer and co-packer. The
Company owns sophisticated packing equipment developed in Asia for
pour over coffee production and it believes its long-standing
experience with this equipment and associated pour over filters,
and its relationships with their manufacturers provide the Company
with an advantage over its North American competitors. NuZee
reported a net loss of $12.21 million for the year ended Dec. 31,
2019, compared to a net loss of $3.57 million for the year ended
Dec. 31, 2018. As of June 30, 2020, the Company had $8.57 million
in total assets, $1.77 million in total liabilities, and $6.79
million in total stockholders' equity.
MaloneBailey, LLP, in Houston, Texas, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
Dec. 24, 2019, citing that the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern.
OCEAN POWER: Taps Gilar Prakoso as Asia-Pacific Representative
--------------------------------------------------------------
Ocean Power Technologies, Inc., reports the addition of Gilar
Prakoso to the OPT Commercial team as Asia-Pacific Representative,
based in Jakarta, Indonesia.
"The Asia-Pacific region presents significant opportunities for
OPT's power and communications solutions among nations concerned
with maritime border enforcement and safeguarding vast oceanic
resources," said George H. Kirby, president and chief executive
officer of OPT. "Gilar's fluency with local maritime agencies and
industry, and his established relationships are essential to
growing OPT's customer base and cultivating regional partnerships.
We are excited to have him on board to execute our market expansion
strategy and promote our capabilities in this area of the world."
In Indonesia and throughout the Asia-Pacific region, OPT is
developing new opportunities for protecting territorial waters,
fortifying illegal fishing prosecution and prevention, and
supporting oil well decommissioning in the area. The Company said
the addition of an Asia-Pacific Representative builds on its
existing business relationship with Taiwan-based satellite data
solutions provider BAP Precision, Inc. to pursue joint surveillance
solutions for government agencies announced earlier this year.
In his role, Mr. Prakoso will provide local and regional support of
OPT's commercial activities, including direct sales, strategic
relationships, and project execution.
Mr. Prakoso was most recently senior officer at Directorate General
of Capture Fisheries with the Ministry of Marine Affairs and
Fisheries for the Republic of Indonesia. In that role, he
monitored the Food and Agriculture Organization (FAO) of the United
Nations' Regional Fisheries Livelihood Program, supported and
monitored the FAO Regional Fisheries Livelihood Programme (RFLP) in
Kupang, East Nusa Tenggara, and developed an alternative livelihood
program for small-scale fishermen. He was also the main
contributor to the marine and fisheries geographic information
system for Indonesia's One Map Policy, specifically informing the
national map and geodatabase of fishing ports, fisheries management
areas, and utilization level of fish resources.
Mr. Prakoso holds a Master of Environmental Science and Management
degree from the University of Rhode Island as well as a Bachelor of
Science degree in Fisheries from Bogor Agricultural University in
Indonesia. He also has a Post-Baccalaureate Certificate in
geographic information systems and remote sensing from the
University of Rhode Island.
About Ocean Power Technologies
Headquartered in Monroe Township, New Jersey, Ocean Power
Technologies, Inc. -- http://www.oceanpowertechnologies.com/-- is
a marine power solutions provider that designs, manufactures,
sells, and services its products while working closely with
partners that provide payloads, integration services, and marine
installation services.
Ocean Power reported a net loss of $10.35 million for the 12 months
ended April 30, 2020, compared to a net loss of $12.25 million for
the 12 months ended April 30, 2019. As of April 30, 2020, the
Company had $13.54 million in total assets, $3.04 million in total
liabilities, and $10.49 million in total stockholders' equity.
KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor
since 2004, issued a "going concern" qualification in its report
dated June 29, 2020, citing that the Company has suffered recurring
losses from operations and has an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.
OHIO CITY NAILS: Seeks Approval to Hire Bankruptcy Attorney
-----------------------------------------------------------
Ohio City Nails, Inc. seeks approval from the U.S. Bankruptcy for
the Northern District of Ohio to hire Donald Butler, Esq., an
attorney practicing in Cleveland, Ohio, to handle its Chapter 11
case.
Mr. Butler will provide the following services:
a. advise Debtor as to its rights, duties and power;
b. prepare and file court documents;
c. represent Debtor at all hearings, meetings of creditors,
conferences, trials and other court proceedings; and
d. perform other necessary legal services.
The attorney will be paid at the rate of $125 per hour for his
services while the paralegal assisting him will be paid at $75 per
hour. Debtor will also reimburse the attorney for work-related
expenses incurred.
Mr. Butler disclosed in a court filing that he and his firm are
"disinterested persons" within the meaning of Section 101(14) of
the Bankruptcy Code.
Mr. Butler holds office at:
Donald Butler, Esq.
1220 West 6th St., Ste 203
Cleveland, OH 44113
Telephone: (216) 621-7260
Facsimile: (216) 241-1312
Email: butdon@aol.com
About Ohio City Nails
Ohio City Nails, Inc., a Cleveland, Ohio-based nail salon, sought
Chapter 11 protection (Bankr. N.D. Ohio Case No. 20-13542) on July
29, 2020. At the time of the filing, Debtor had estimated assets
of less than $50,000 and liabilities of between $50,001 and
$100,000. Judge Arthur I. Harris oversees the case. Donald
Butler, Esq. is Debtor's legal counsel.
OLIVER C&I: Seeks to Hire POA Law as Special Counsel
----------------------------------------------------
Oliver C & I Corp. seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to hire Pedro E. Ortiz Alvarez,
Esq. at POA Law, LLC as its special counsel.
Services POA Law will render are:
a. prepare complaints and all necessary pleadings;
b. manage all initial discovery process in the cases
including, reviewing records, sending and answering
interrogatories, initial motion for discovery, etc.;
c. attend hearings;
d. handle motions and dispositive motions;
e. meet with defendants and plaintiff;
f. negotiate of possible settlement; and
g. address any other legal issue that may be brought up during
the case.
POA Law's standard hourly rates are:
Senior Partner $300
Junior Partner $200
Associates $150
Assistants/Paralegals $75
POA Law nor ant of its employees represent or hold any interest
adverse to the Debtor or the estate in the matters upon which they
are to be engaged, according to court filings.
The counsel can be reached through:
Pedro E. Ortiz Alvarez, Esq.
POA LAW, LLC
G-8 Calle O'Neill
San Juan, PR 00918
Tel: (787) 758-9356
Fax: (787) 758-9243
Email: pedro@poalaw.com
About Oliver C & I Corp.
Oliver C & I Corp., based in Guaynabo, Puerto Rico, is a profit
corporation organized under the laws of Puerto Rico. It was
incorporated on Dec. 17, 2003. The Debtor is wholly owned by Maria
del Carmen Magraner Folch. The Debtor's main assets are
participations in certain limited partnerships and the corporations
which serve as general partners of the limited partnerships.
The Debtor filed a Chapter 11 petition (Bankr. D.P.R. Case No.
16-08311) on Oct. 17, 2016. The petition was signed by Max
Olivera, vice-president and treasurer. The case is assigned to
Judge Mildred Caban Flores. In its petition, the Debtor indicated
$29.94 million in total assets and $1.06 million in total
liabilities.
The Debtor is represented by Carmen D. Conde Torres, Esq., at C.
Conde & Assoc. The Debtor employed Doris Barroso Vicens of RSM
Puerto Rico as its accountant; and Aurora Oti-Yvonnet of Villafane
& Oti, Certified Public Accountants, PSC, as its external auditor.
OMNI BAY: Unsecureds to be Paid in Full in Plan
-----------------------------------------------
Omni Bay Colony L.P., submitted a First Amended Disclosure
Statement explaining its Chapter 11 Plan.
Omni Bay's bankruptcy schedules (which were filed with the
Bankruptcy Court on February 18, 2020 and are available for review
by interested parties) reflected assets of approximately $3,365,000
and liabilities of approximately $2,053,282 as of February 3,
2020.
Class 3 Allowed Secured Claim of Agrow Credit Corporation is
impaired. Agrow will retain its liens on all collateral to secure
its Allowed Claim and will be paid in full under the Plan.
Class 4 Claims Allowed Unsecured Claims are impaired. Allowed
Class 4 claims shall be paid in full with interest at 3% per annum
upon the sale of the Property after payment of Allowed Claims in
classes 1 through 5.
Class 5 Allowed equity interests holder, Gregory Hall, will retain
his interest.
The Debtor plans to satisfy all creditors from the sale or
disposition of the Property.
A full-text copy of the First Amended Disclosure Statement dated
July 15, 2020, is available at https://tinyurl.com/y5v3wcys from
PacerMonitor.com at no charge.
Attorneys for Omni Bay Colony:
Todd Headden
HAJJAR PETERS LLP
3144 Bee Caves Rd
Austin, Texas 78746
Tel: 512.637.4956
Fax: 512.637.4958
E-mail: theadden@legalstrategy.com
About Omni Bay Colony
Omni Bay Colony, L.P., is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
Omni Bay Colony sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-10178) on Feb. 3,
2020. At the time of the filing, the Debtor was estimated to have
assets of between $1 million and $10 million and liabilities of the
same range. Judge Christopher H. Mott oversees the case. Ron
Satija, Esq., at Hajjar Peters, LLP, is the Debtor's legal counsel.
ORIGINCLEAR INC: Holders Convert $21K Notes Into Equity
-------------------------------------------------------
As previously reported, OriginClear, Inc. issued notes to various
investors convertible into shares of the Company's common stock. On
Aug. 25, 2020, holders of convertible notes converted an aggregate
principal and interest amount of $21,475 into an aggregate of
859,000 shares of the Company's common stock.
Conversion of Preferred Shares
As previously reported, on April 3, 2019, the Company filed a
certificate of designation of Series J Preferred Stock. Pursuant
to the Series J COD, the Company designated 100,000 shares of
preferred stock as Series J. The Series J has a stated value of
$1,000 per share, and is convertible into shares of the Company's
common stock, on the terms and conditions set forth in the Series J
COD.
On Aug. 26, 2020, a holder of Series J Preferred Stock converted an
aggregate of 25 Series J shares into an aggregate of 823,764 shares
of common stock, including make-good shares, of the Company's
common stock.
As previously reported, on Aug. 19, 2019, the Company filed a
certificate of designation of Series L Preferred Stock. Pursuant
to the Series L COD, the Company designated 100,000 shares of
preferred stock as Series L. The Series L has a stated value of
$1,000 per share, and is convertible into shares of the Company's
common stock, on the terms and conditions set forth in the Series L
COD.
Between Aug. 26, 2020 and Aug. 27, 2020, holders of Series L
Preferred Stock converted an aggregate of 37.5 Series L shares into
an aggregate of 1,518,724 shares, including make-good shares, of
the Company's common stock.
Amendments to Articles of Incorporation
On Aug. 21, 2020, the Company filed a certificate of designation of
Series Q Preferred Stock with the Secretary of State of Nevada.
Pursuant to the Series Q COD, the Company designated 2,000 shares
of preferred stock as Series Q. The Series Q will have a stated
value of $1,000 per share, and will be entitled to cumulative
dividends in cash at an annual rate of 12% of the stated value,
payable quarterly within 60 days from the end of such fiscal
quarter. The Series Q will not be entitled to any voting rights
except as may be required by applicable law. The Series Q be
convertible into common stock of the Company in an amount
determined by dividing 200% of the stated value of the Series Q
being converted by the conversion price, provided that, the Series
Q may not be converted into common stock to the extent such
conversion would result in the holder beneficially owning more than
4.99% of the Company's outstanding common stock. The conversion
price will be equal to the average closing sale price of the common
stock for the five trading days prior to the conversion date. The
Company will have the right (but no obligation) to redeem the
Series Q at any time while the Series Q are outstanding at a
redemption price equal to the stated value plus any accrued but
unpaid dividends.
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 June 30, 2020, the Company had
$1.64 million in total assets, $28.24 million in total liabilities,
and a total shareholders' deficit of $26.60 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.
PENNYMAC MORTGAGE: Moody's Confirms Ba3 CFR, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service confirmed PennyMac Mortgage Investment
Trust's corporate family rating at Ba3 and its long-term issuer
rating at B2, concluding the review for downgrade initiated on May
21, 2020. The outlook is negative.
The review followed financial losses reported in the first quarter
of 2020. The confirmation of PMT's ratings reflects the company's
improved capitalization and the expectation that profitability will
continue to benefit from strong origination volumes over the next
12-18 months. In addition, the company has maintained a solid
liquidity profile, with a lessened reliance on mark-to-market
financing, making it more resilient to market shocks.
The rapid and widening spread of the coronavirus outbreak has led
to a severe and extensive credit shock across many sectors, regions
and markets. Given Moody's expectation for deteriorating asset
quality, profitability, capital and liquidity, the residential
mortgage Real Estate Investment Trust (REIT) sector is among those
most affected by this credit shock. Moody's regards the coronavirus
outbreak as a social risk under its environmental, social and
governance (ESG) framework, given the substantial implications for
public health and safety.
RATINGS RATIONALE
The confirmation of PMT's ratings reflects an unchanged ba3
standalone assessment, following the large financial loss PMT
reported in the first quarter of 2020, which significantly reduced
its capitalization. While Moody's expects the mortgage market to
remain volatile over the next 12-18 months in this challenging
operating environment, PMT's standalone credit profile benefits
from strengthened, higher capital levels.
The company experienced an approximately 29% decline in book equity
in the first quarter of 2020 due to a $600.9 million net loss
driven by a $1 billion non-cash fair value decline on its
government-sponsored enterprise (GSE) credit risk transfer (CRT)
investments.
However, in the second quarter of 2020, PMT reported net income of
$458.4 million, driven by record correspondent mortgage loan
production segment results and a partial recovery of approximately
$453 million in the fair value of its GSE CRT investments.
The company's capitalization as measured by tangible common equity
to tangible managed assets (TCE/TMA) increased to 24.6% as of 30
June 2020 from 15.3% as of 31 March 2020. The improved
capitalization was achieved through strong profitability, as well
as a decline in assets in the second quarter, resulting in higher
capital metrics, evidencing the company's greater ability to absorb
unexpected losses.
Elevated origination volumes, strong gain-on-sale margins and
reduced reliance on mark-to-market financing should support solid
profitability for PMT over the next 12-18 months, from what it
experienced in the first quarter of 2020 when it reported a net
loss of $600.9 million, driven by a non-cash fair value loss of
approximately $1 billion on its CRT investments. Furthermore, the
company's liquidity profile benefits from lessened reliance on
mark-to-market financing through term financing, which does not
contain mark-to-market provisions, for all of its funded CRT
investments. As a result of the term financing structure, PMT has
not been subject to margin calls.
The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, and asset price declines are
creating a severe and extensive credit shock across many sectors,
regions and markets. The residential mortgage Real Estate
Investment Trust (REIT) sector has been one of the sectors affected
by the shock and PMT has experienced significant volatility in the
fair value of its CRT investments, incurring a sizable net loss in
the first quarter of 2020 and a partial recovery in the second
quarter of 2020, which led to volatility in its capital levels for
the first half of 2020. Moody's regards the coronavirus outbreak as
a social risk under its environmental, social and governance (ESG)
framework, given the substantial implications for public health and
safety. The actions reflect the impact on PMT of the breadth and
severity of the shock, and the deterioration in credit quality it
has triggered.
The negative outlook reflects Moody's view that challenging
operating conditions will continue, including uncertainty and
volatility in the mortgage market, over the next 12-18 months. The
negative outlook reflects the risks for creditors from the
volatility of the company's performance in this challenging
environment, with uncertainty about future mortgage loan
delinquencies and related realized, actual losses on PMT's CRT
investments, as well as volatility of capital levels stemming from
fair value changes to PMT's CRT investments.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook indicates that a ratings upgrade is unlikely
over the next 12-18 months. The outlook could return to stable if
the company continues to maintain its strong profitability and
capital levels; for example, net income to average managed assets
and TCE/TMA remain above 4.0% and 20.0%, respectively.
The ratings could be downgraded if the company's liquidity position
deteriorates beyond an adequate buffer to its debt covenants, its
franchise deteriorates demonstrated by materially weakened
profitability, or its capitalization as measured by tangible common
equity to tangible managed assets deteriorates below 15%.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
PETSWAY INC: Unsecured Creditors Will be Paid 50% in Plan
---------------------------------------------------------
Petsway, Inc., submitted a Plan and a Disclosure Statement.
The Plan generally proposes that the Debtor will pay its secured
and priority obligations in full with interest. Unsecured
creditors will be paid 50% of their allowed claims over the life of
the Plan. The Debtor will continue in possession of its assets and
continue its business of selling pets and pet supply products, as
well as engaging in future operations with PSP.
A full-text copy of the Disclosure Statement dated July 20, 2020,
is available at https://tinyurl.com/yyg6pohn from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Ronald S. Weiss, MO #21215
BERMAN, DeLEVE, KUCHAN & CHAPMAN, LLC
2850 City Center Square
1100 Main Street
Kansas City, Missouri 64105
Tel: (816) 471-5900
Fax: (816) 842-9955
E-mail: rweiss@bdkc.com
About Petsway Inc.
Founded in 1951, Petsway, Inc. -- https://petsway.com/ -- is a pet
store offering pet food and supplies. Based in Springfield,
Missouri, with additional locations in St. Louis and Poplar Bluff,
Petsway also offers pet grooming services, dog training, monthly
vet clinics, and self-serve dog washes (at select locations).
Petsway filed for Chapter 11 bankruptcy protection (Bankr. W.D. Mo.
Case No. 19-61542) on Dec. 30, 2019.
In its petition, the Debtor was estimated to have $50,000 to
$100,000 in assets and $1 million to $10 million in liabilities.
The petition was signed by Karl W. Keller, II, vice president and
co-owner.
The Hon. Cynthia A. Norton oversees the case.
The Debtor is represented by Ronald S. Weiss, Esq. and Joel
Pelofsky, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC.
PHYTO-PLUS: Unsecureds Will Get Pro Rata of Cash From Plan Trust
----------------------------------------------------------------
Phyto-Plus, Inc., submitted a Plan and a Disclosure Statement.
The primary factor precipitating the Chapter 11 filing was the
Debtor's inability to service its debt on an ongoing basis. There
was no specific triggering event. However, the Debtor's current
debt load was unsustainable under the contractual repayment
obligations.
Each Allowed Secured Claim, at the election of the Debtor, may (i)
remain secured by a Lien in property of the Debtor retained by such
Holder, (ii) paid in full in cash (including allowable interest)
over time or through a refinancing or a sale of the respective
Asset securing such Allowed Secured Claim, (iii) offset against,
and to the extent of, the Debtor’s claims against the Holder, or
(iv) otherwise rendered unimpaired as provided under the Bankruptcy
Code.
Each Holder of an Allowed Unsecured Claim shall receive, on account
of such Allowed Claim, a Pro Rata Distribution of Cash from the
Plan Trust. To the extent the Holder of an Allowed General
Unsecured Claim receives less than full payment on account of such
Claim, the Holder of such Claim may be entitled to assert a bad
debt deduction or worthless security deduction with respect to such
Allowed Unsecured Claim.
The Debtor's Plan will be funded by the continued operations of the
Debtor and/or refinancing of the Debtor’s post-confirmation
secured debt by third-parties.
A full-text copy of the Disclosure Statement dated July 15, 2020,
is available at https://tinyurl.com/y3rep5oe from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Buddy D. Ford, Esquire
Jonathan A. Semach, Esquire
Heather M. Reel, Esquire
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, Florida 33615-3008
Telephone #: (813) 877-4669
Office Email: All@tampaesq.com
E-mail: Buddy@tampaesq.com
E-mail: Jonathan@tampaesq.com
E-mail: Heather@tampaesq.com
About Phyto-Plus
Phyto-Plus Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-10837) on Nov. 14,
2019. At the time of the filing, the Debtor disclosed assets of
between $100,001 and $500,000 and liabilities of the same range.
Judge Michael G. Williamson oversees the case. Buddy D. Ford,
P.A., is the Debtor's legal counsel.
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case.
PORTERS NECK COUNTRY: $4M Private Sale of PNCC Property Approved
----------------------------------------------------------------
Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized Porters Neck Country
Club, Inc.'s private sale of interest in the Porters Neck Country
Club located at 1202 Porters Neck Road, Wilmington, North Carolina
to Porters Neck Country Club Acquisition, LLC for $4 million, plus
the cure payments required on the Assigned Contracts, as more
particularly set forth in the Amended and Restated Asset Purchase
Agreement.
The PNCC Property consists generally of an 18-hole golf course, a
clubhouse, a driving range, pool, tennis courts and other amenities
and supporting personal property.
The sale is free and clear of all liens, claims, encumbrances, or
other interests of any kind or nature whatsoever, except for the
lien of Key Equipment Finance, a division of KeyBank, N.A. (UCC-1
dated June 17, 2016 bearing file number 20160062366C) which
evidences an Assumed Contract or Lease. All such liens, claims or
encumbrances will attach to the proceeds of sale.
The Equipment Finance Agreement ("EFA") dated June 20, 2019 between
the Debtor and Highland Capital Corporation ("HCC") for the lease
of four Precor TRM 885/GMS Treadmills is assumed by the Debtor and
said lease is further assigned by the Debtor to the Purchaser
effective at Closing. The Purchaser assumes all of the Debtor's
obligations to HCC under said EFA.
To the extent that the Debtor is in default on the EFA at the time
the Order is entered, the Debtor and the Purchaser will cure said
default within five business days of the Order being entered. HCC
will retain ownership of the Treadmills until such time as the EFA
is paid in full and the Purchaser elects to purchase the Treadmills
pursuant to the terms of the Purchase Option Rider to the EFA. To
the extent that there is a default under the terms of the EFA
post-assumption, HCC will have the right to assert a claim against
the Debtor. Based upon the foregoing, HCC's Renewed Limited
Objection to Debtor Motion for Private Sale of Real and Personal
Property Free and Clear of Liens is overruled.
Similarly, all other leases set forth and identified as "Assigned
Contracts" in Schedule 2.1(c) of the Purchase Agreement are assumed
and said Assigned Contracts are further assigned by the Debtor to
the Purchaser effective at Closing. The Purchaser assumes all of
Debtor's obligations under the Assigned Contracts. To the extent
that the Debtor is in default on any Assigned Contracts at the time
the order is entered, the Debtor and the Purchaser will cure said
default within five business days of the Order being entered.
At the Closing of the sale of the PNCC Property to Purchaser,
following the payment of normal and customary closing costs and
prorated property taxes owed by the Debtor, the net closing
proceeds will first be applied to the satisfactions of all
principal, interest and costs owed to First Citizens Bank
(excluding post-petition attorneys' fees, which will be paid
separately following approval by the Court). The payment due to
First Citizens Bank will be delivered by the closing attorney
directly to First Citizens Ban on the date of closing.
The remaining closing proceeds will be disbursed by the closing
attorney to the trust account of Hendren, Redwine & Malone, PLLC,
for further disbursement in accordance with the priorities of the
Bankruptcy Code and orders of the Court. The liens of First
Citizens Bank for post-petition attorneys' fees will attach to the
remaining closing proceeds to the same extent and priority as such
liens attached to the PNCC Property pending the Court's
determination of the approved amount of such fees.
No stay will apply to the effectiveness of the Order upon entry.
Rather, the 14-day stay of the Order provided under Fed. R. Bankr.
P. 6004(h), and any other rule, is expressly waived for all
purposes, and the parties to the Purchase Agreement are authorized
to promptly close and consummate the sale of the PNCC Property on
the Closing Date as set forth in the Purchase Agreement and
pursuant to the terms and conditions thereof upon the entry of the
Order.
About Porters Neck Country Club
Porters Neck Country Club, Inc.
--https://www.portersneckcountryclub.com/ -- is a full-service
country club, boasting an 18-hole, Tom Fazio-designed golf course,
in Wilmington, North Carolina. The club, which promotes a
family-oriented environment, also has seven state-of-the-art
Har-Tru tennis courts, a swimming complex, a fitness center and
dining facilities.
Porters Neck Country Club sought Chapter 11 protection (Bankr.
E.D.N.C. Case No. 19-04309) on Sept. 19, 2019, in Wilmington, N.C.
The club was estimated to have $1 million to $10 million in assets
and liabilities as of the bankruptcy filing.
Judge Joseph N. Callaway oversees the cases. Hendren Redwine &
Malone, PLLC serves as Porters Neck Country Club's legal counsel.
On Dec. 17, 2019, two special committees were formed to represent
current and former members of Porters Neck Country Club who hold
equity membership certificates. Ayers & Haidt, PA represents the
committee comprised of current members of the club while Stubbs &
Perdue, P.A., represents the special committee of the club's
former
members.
PRECIPIO INC: Hikes CEO & CFO's Base Salaries by US$50K
-------------------------------------------------------
Following the recommendation of the Compensation Committee of the
Board of Directors of Precipio Inc., the Board approved an
adjustment to the base salaries of Mr. Ilan Danieli, Precipio's
chief executive officer, and Carl Iberger, Precipio's chief finance
officer.
The adjustments to the base salaries, which are set forth in the
table below, are effective Aug. 1, 2020:
New Base Salary
Executive Increase in Base Salary (Annual)
--------- ----------------------- ----------------
Ilan Danieli US$50,000 US$300,000
Carl Iberger US$50,000 US$250,000
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.
Precipio, Inc., reported a net loss of $13.24 million for the year
ended Dec. 31, 2019, compared to a net loss of $15.69 million for
the year ended Dec. 31, 2018. As of March 31, 2020, the Company
had $18.99 million in total assets, $7.71 million in total
liabilities, and $11.28 million in total stockholders' equity.
Marcum LLP, in Hartford, CT, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated
March 27, 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.
PURE BIOSCIENCE: Needs Positive Cash Flow to Remain Going Concern
-----------------------------------------------------------------
Pure Bioscience, Inc., filed its quarterly report on Form 10-Q,
disclosing net income of $473,000 on $2,221,000 of net product
sales for the three months ended April 30, 2020, compared to a net
loss of $1,873,000 on $312,000 of net product sales for the same
period in 2019.
At April 30, 2020, the Company had total assets of $4,786,000,
total liabilities of $1,491,000, and $3,295,000 in total
stockholders' equity.
The Company said, "During the nine months ended April 30, 2020, we
incurred a net loss of $1,318,000 and used cash in operations of
$1,162,000. These factors raise substantial doubt about our
ability to continue as a going concern within one year after the
date of the financial statements being issued. Our ability to
continue as a going concern is dependent upon our ability to
generate positive operating cash flow and implement the Company's
business plan. The financial statements do not include any
adjustments that might be necessary if we are unable to continue as
a going concern. In addition, our independent registered public
accounting firm, in its report on the Company's July 31, 2019
financial statements, has raised 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/78ha5m
El Cajon, Calif.-based Pure Bioscience, Inc., manufactures and
sells silver dihydrogen SDC-based disinfecting and sanitizing
products, which are registered by the Environmental Protection
Agency, or EPA, to distributors and end users. The Company also
manufactures and sells various SDC-based formulations to
manufacturers for use as a raw material in the production of
personal care and other products. Silver dihydrogen citrate, or
SDC, is a broad-spectrum, non-toxic antimicrobial.
R.A. BORRUSO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: R.A. Borruso, Inc.
720 E. Fletcher Ave., #212
Tampa, FL 33612
Chapter 11 Petition Date: August 27, 2020
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 20-06495
Debtor's Counsel: Scott A. Stichter, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 E. Madison St., Suite 200
Tampa, FL 33602
Tel: 813-229-0144
E-mail: sstichter@srbp.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ryan A. Borruso, president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/E54ZCUA/RA_Borruso_Inc__flmbke-20-06495__0001.0.pdf?mcid=tGE4TAMA
RALPH M. COOKE: $1.3M Sale of DC Properties to 46th Place Approved
------------------------------------------------------------------
Judge S. Martin Teel, Jr., of the U.S. Bankruptcy Court for the
District of Columbia authorized Ralph M Cooke, IV's sale to 46th
Place, LLC of the two parcels of real property located (i) at 114
Quincy Place, NE, Washington DC for $650,000, and (ii) at 2727
Jasper Street, SE, Washington DC for $600,000, pursuant to the
terms set forth in the Debtor's confirmed Amended Chapter 11 Plan
of Reorganization.
At the closing of the sale of the Quincy Property, Deutsche Bank
National Trust, the holder of the Class IV Claim under the Plan,
will receive $600,000, and the title agent or person supervising
the closing is authorized to pay such amount in satisfaction of
the Class IV Claim.
From the proceeds of the sale of the Quincy Property, the title
agent or person supervising the closing is authorized to pay the
ordinary and necessary costs of closing the sale, including a real
estate commission of $37,500.
From proceeds of the sale of the Quincy Property, the title agent
or person supervising the closing will pay into escrow with
Debtor's counsel the amount of $7,480, which amount will be used to
fund payment of administrative claims and claims of general
unsecured creditors pursuant to the Plan.
At the closing of the sale of the Jasper Property, Deutsche Bank
National Trust, the holder of the Class VI Claim under the Plan,
will receive $300,000, and the title agent or person supervising
the closing is authorized to pay such amount in satisfaction of the
Class IV Claim.
At the closing of the sale of the Jasper Property, no proceeds will
be distributed to Ocwen Loan Servicing or Lindsay Holmes, the
holders of subsidiary deeds of trust against the property, such
deeds of trust having been avoided in the Plan
From the proceeds of the sale of the Jasper Property, the title
agent or person supervising the closing is authorized to pay the
ordinary and necessary costs of closing the sale, including a real
estate commission of $18,000.
From proceeds of the sale of the Jasper Property, the title agent
or person supervising the closing will pay into escrow with the
Debtor's counsel the amount of $20,000, which amount will be used
to fund payment of administrative claims and claims of general
unsecured creditors pursuant to the Plan.
The sales of the Quincy Property and Jasper Property are sales
pursuant to the Debtor's confirmed Plan, and accordingly are exempt
from transfer and recordation taxes.
The stay imposed pursuant to Fed. R. Bankr. P. 6004(h) does not
apply to the Order.
Ralph M Cooke, IV sought Chapter 11 protection (Bankr. D.C. Case
No. 19-00413) on June 24, 2019. The Debtor tapped Augustus T.
Curtis, Esq., at Cohen, Baldinger & Greenfeld, LLC as counsel.
REMINGTON OUTDOOR: Sandy Hook Families' Discovery Bid Okayed
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama on
Thursday ruled from the bench on the Sandy Hook Families' motion
for discovery, granting, in part, their requests for additional
information from Remington Outdoor Company, Inc.
Selendy & Gay partner Faith Gay, who argued on behalf of the
families, said: "We are very grateful for the Court's careful
consideration of today's Rule 2004 motion, and we look forward to
reviewing the information to be provided by the Debtor."
Meanwhile, the Court has continued to Tuesday, Sept. 1, the hearing
on the request of the Official Committee of Unsecured Creditors for
authority to issue its own discovery pursuant to Fed. R. Bankr. P.
2004.
The nine Sandy Hook families lost loved ones in the mass shooting
at Sandy Hook Elementary School on December 14, 2012. The shooter
killed 26 people that day -- including 20 children between 6 and 7
years old. The shooter used a Bushmaster brand AR-15 made and
marketed by Remington. The Sandy Hook families brought wrongful
death claims against Remington in Connecticut state court, and a
trial is scheduled for next year. Recently, Remington filed for
bankruptcy, with Franklin Templeton, global hedge fund Whitebox and
other financial institutions potentially benefiting from the sale
of the assets. The bankruptcy may effectively cut off the families'
rights to obtain justice and make public Remington's marketing
practices in the Connecticut wrongful death suit, Selendy & Gay
said in a statement provided to Troubled Company Reporter.
Representing the families pro bono in the bankruptcy case, Selendy
& Gay has argued that Remington's decision to rush the bankruptcy
while omitting the families and their claims from the filings and
not listing them among the unsecured creditors raises concerns that
Remington is using the bankruptcy to dodge its liability to the
families.
In August, the bankruptcy judge rejected the families' attempt to
slow the bankruptcy proceedings. Now the families are continuing
their effort to have their voices heard, the statement said.
"While speed is important in a bankruptcy case, it is not more
important than fairness, and we are honored to represent the Sandy
Hook families in their pursuit of justice in this case," Selendy &
Gay's David Elsberg said.
On July 28, 2020, the Debtors filed a motion to sell substantially
all of their assets. On August 20, the Bankruptcy Court entered an
order approving bidding and auction procedures in connection with
such sale. The Auction, if required, will be held on September 17
at 10:00 a.m. (CT) virtually via video-conference technology. The
Bankruptcy Court will hold a hearing to consider approval of the
sale on September 23 at 10:00 a.m. (CT).
About Remington Outdoor
Remington Outdoor Company, Inc. and its affiliates are
manufacturers of firearms, ammunition and related products for
commercial, military, and law enforcement customers throughout the
world. They operate seven manufacturing facilities located across
the United States. The companies' principal headquarters are
located in Huntsville, Alabama.
Remington and 12 affiliated debtors previously sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 18-10684) on
March 25, 2018. The Company obtained confirmation of a prepackaged
plan of reorganization and emerged from Chapter 11 on May 4, 2018.
Remington Outdoor Company and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case
No. 20-81688) on July 27, 2020. At the time of the filing, Debtors
disclosed assets of between $100 million and $500 million and
liabilities of the same range.
Judge Clifton R. Jessup Jr. oversees the cases.
The Debtors tapped O'Melveny & Myers LLP as their bankruptcy
counsel, Burr & Forman LLP as local counsel, M-III Advisory
Partners LP as financial advisor, Ducera Partners LLC as investment
banker, and Prime Clerk LLC as notice, claims and balloting agent.
The U.S. Bankruptcy Administrator for the Northern District of
Alabama appointed a committee of unsecured creditors on August 6,
2020. The committee is represented by Fox Rothschild, LLP and Baker
Donelson Bearman Caldwell & Berkowitz, PC.
REWALK ROBOTICS: Court of Appeals Dismisses Securities Lawsuit
--------------------------------------------------------------
The U.S. Court of Appeals for the First Circuit dismissed a class
action lawsuit filed in 2017 against ReWalk Robotics, Ltd.
The lawsuit alleged that ReWalk violated the Securities Act of 1933
and Securities Exchange Act of 1934 by misrepresenting itself in
the Company's initial public offering in September of 2014 and in
public statements made after its IPO.
In its decision, the Court of Appeals agreed with the U.S. District
Court decision, dismissing the Securities Act claims for failure to
state a claim. The lower court decision had found that the
plaintiffs did not have standing to bring the Exchange Act claims.
Although the appeals court disagreed on the standing issue, it
determined that no claim was stated against the Company for a
violation of the Exchange Act and the years-long case was
ultimately dismissed.
"Justice was served in the dismissal of this action, both in the
District and Appeals Courts," said ReWalk CEO Larry Jasinski.
"These decisions are consistent with our expectations and that of
our counsel. Removal of this lingering concern allows the Company
to focus more effectively our energies on our commercial activities
of expanding reimbursement, helping more members of the disabled
community and in continuing to improve our financial position."
Douglas Baumstein, partner at White and Case LLP, which represented
the Company in the litigation, stated that "we are very pleased
with the court's ruling, which vindicates our defense and
demonstrates that ReWalk made accurate disclosures to the market."
The U.S. Court of Appeals issued the decision on Aug. 25, 2020.
About ReWalk Robotics
ReWalk Robotics Ltd. -- http://www.rewalk.com-- develops,
manufactures, and markets wearable robotic exoskeletons for
individuals with lower limb disabilities as a result of spinal
cord injury or stroke. ReWalk's mission is to fundamentally change
the quality of life for individuals with lower limb disability
through the creation and development of market leading robotic
technologies. Founded in 2001, ReWalk has headquarters in the
U.S., Israel and Germany.
ReWalk incurred net losses of $15.55 million in 2019, $21.67
million in 2018, and $24.72 million in 2017. As of June 30, 2020,
the Company had $22.71 million in total assets, $10.81 million in
total liabilities, and $11.90 million in total shareholders'
equity.
Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, in
Haifa, Israel, the Company's auditor since 2014, issued a "going
concern" qualification in its report dated Feb. 20, 2020, citing
that the Company has suffered recurring losses from operations, has
a working capital deficiency, and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
RGN-ATLANTA XXXV: Case Summary & Unsecured Creditor
---------------------------------------------------
Debtor: RGN-Atlanta XXXV, LLC
3000 Kellway Drive
Suite 140
Carrollton, TX 75006
Business Description: RGN-Atlanta XXXV primarily engages in
renting and leasing real estate properties.
Chapter 11 Petition Date: August 29, 2020
Court: United States Bankruptcy Court
District of Delaware
Case No.: 20-12018
Debtor's Counsel: Patrick A. Jackson, Esq.
FAEGRE DRINKER BIDDLE & REATH LLP
222 Delaware Avenue, Suite 1410
Wilmington, Delaware 19801
Tel: (302) 467-4200
Email: Patrick.Jackson@faegredrinker.com
Debtor's
Financial
Advisor: ALIXPARTNERS
Debtor's
Restructuring
Advisor: DUFF & PHELPS, LLC
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James S. Feltman, responsible officer.
The Debtor listed SPUS8 CCC, LP as its sole unsecured creditor
holding a claim of $288,644.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/MH3IGEA/RGN-Atlanta_XXXV_LLC__debke-20-12018__0001.0.pdf?mcid=tGE4TAMA
RGN-LEHI: Voluntary Chapter 11 Case Summary
-------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
RGN-Lehi I, LLC 20-12009
3000 Kellway Drive
Suite 140
Carollton, TX 75006
RGN-Lehi II, LLC 20-12010
3000 Kellway Drive
Suite 140
Carollton, TX 75006
Business Description: The Debtors are primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: August 27, 2020
Court: United States Bankruptcy Court
District of Delaware
Debtors' Counsel: Patrick A. Jackson, Esq.
FAEGRE DRINKER BIDDLE & REATH LLP
222 Delaware Avenue, Suite 1410
Wilmington, Delaware 19801
Tel: (302) 467-4200
Email: Patrick.Jackson@faegredrinker.com
Debtors'
Financial
Advisor: ALIXPARTNERS
Debtors'
Restructuring
Advisor: DUFF & PHELPS, LLC
RGN-Lehi I's
Total Assets as of July 31, 2020: $453,077
RGN-Lehi I's
Total Liabilities as of July 31, 2020: $390,228
RGN-Lehi II's
Total Assets as of July 31, 2020: $1,089,908
RGN-Lehi II's
Total Liabilities as of July 31, 2020: $1,762,015
The petitions were signed by James S. Feltman, responsible
officer.
The Debtors filed empty lists of their 20 largest unsecured
creditors.
Copies of the petitions are available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/GDOPVWY/RGN-Lehi_I_LLC__debke-20-12009__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/GLTPO7A/RGN-Lehi_II_LLC__debke-20-12010__0001.0.pdf?mcid=tGE4TAMA
RILEY DRIVE: $25K Sale of Resto Bar Assets to City Center Approved
------------------------------------------------------------------
Judge Dale L. Somers of the U.S. Bankruptcy Court for the District
of Kansas authorized Riley Drive Entertainment XV, Inc.'s sale of
restaurant-related assets necessary for its restaurant and sports
bar business operations to City Center Pub, LLC for $25,000.
The Debtor is approved to execute the Agreement.
The sale is free and clear of any and all Liens, except for claims
for successor liability, if any, or as otherwise limited in the
Order.
The sale proceeds will be paid to OakStar Bank and be held in trust
pending further Order of the Court. The Liens will attach to the
sale proceeds to be held by OakStar in trust with the same
priority, validity, force, and effect, if any, as they now have in
or against the Assets subject to all claims and defenses the
Debtor, other parties-in-interest, and the Estate may possess with
respect thereto.
Nothing in the Order is a determination as to whether particular
assets constitute improvements to real property or a
trade-fixtures, and all rights of the various parties asserting a
Lien in the Assets to determine the issue and any attendant lien
rights are expressly preserved.
All oral rulings and findings made at the Aug. 6, 2020 hearing, as
supplemented and/or modified at the Aug. 12, 2020 hearing, are
incorporated in the Order by reference.
The Order is effective immediately and that the stay provisions of
Bankruptcy Rule 6004(h) do not apply.
About Riley Drive Entertainment
Riley Drive Entertainment XV, Inc., which conducts business under
the name Saints Lenexa, is a hospitality and management company.
Founded by Marc Mundt and Scott Anderson in 2005, Riley Drive owns
and operates numerous restaurants and bars in the Des Moines and
Kansas City metro areas.
Riley Drive -- http://rileydrive.com/-- filed a Chapter 11
petition (Bankr. D. Kan. Case No. 19-41328) on Oct. 29, 2019 in
Topeka, Kansas. At the time of the filing, the Debtor was
estimated with assets between $100,000 to $500,000, and liabilities
between $1 million to $10 million. The petition was signed by
Scott Anderson, president. Judge Dale L. Somers oversees the case.
McDowell, Rice, Smith & Buchanan, PC is the Debtor's legal
counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
RIOT BLOCKCHAIN: Signs New Sale and Purchase Agreement with Bitmain
-------------------------------------------------------------------
Riot Blockchain continues its commitment to bitcoin mining with the
new purchase of 5,100 next generation Bitmain S19 Pro Antminers
(110 TH) for US$11.2 million from BitmainTech PTE. LTD., scheduled
for receipt and deployment starting in February 2021.
In line with Riot's goal of miner expansion, and together with
Bitmain's increased production capacity during early 2021, this
purchase and the recently disclosed order of 8,000 S19 Pros,
results in 13,100 miners scheduled to be received and deployed in
the first half of 2021. As a result of this order size, the
Company was able to secure advantageous pricing per unit on both
this order and the recent order of 8,000 S19 Pro miners. The
additional volume discount provided by Bitmain reduced the
previously announced purchase price for the 8,000 S19 Pros from
$17.7 million to $17.5 million.
As far as the Company is aware, no other publicly traded bitcoin
mining company has disclosed a hashing capacity exceeding 2 EH/s.
Riot anticipates that based upon current factors, Riot would
achieve positive cash flow in late 2020 when the Company's total
hashing capacity is expected to reach 566 PH/s. With the full
deployment of these 13,100 S19 Pros, Riot is expected to more than
triple that hash rate capacity by the end of June 2021.
"Riot has made a commitment to being a global player in the bitcoin
mining sector," said Remo Mancini, Independent Chairman of Riot
Blockchain. "We are believers in bitcoin's opportunity to be a
disruptive force in the traditional finance and currency systems.
Riot is making strides in positioning itself to be a part of that
future, and this purchase is a hallmark of those efforts."
Hash Rate Summary
At full deployment of 20,140 next-generation miners, Riot estimates
its total operational hash rate capacity will be 2.007 EH/s (2,007
PH/s) with the Company's aggregate mining efficiency of 32.65±% 5
joules per terahash (J/TH), consuming 64 MW of power. Riot expects
to then have a fully deployed fleet totaling approximately 20,140
miners, the vast majority being the next-generation S19 Pro
Antminer from Bitmain.
All of the new miner purchases continue to be funded using
available working capital. Riot continues to maintain no long-term
debt. The Company is continuing to assess the bitcoin landscape
with the assistance of XMS Capital to evaluate opportunities to
further increase shareholder value.
Co-location Relationship
The Company's on-hand fleet of miners are deployed at Coinmint
LLC's Massena, NY facility. Coinmint is a valued partner of Riot
as both companies are diligently working to increase North
America's presence in the bitcoin mining landscape. The Coinmint
facility draws a significant portion of its energy from
hydroelectric sources and the annual average power generation cost
has been approximately 1.5 cents per kWh. A majority of bitcoin
mining currently takes place overseas, however, recent industry
announcements reflect a potential shift in network hash rate to
North America. Riot views increasing the North American aggregate
hash rate of strategic importance.
"Our partnership with Riot has allowed us to add a significant
number of new tech jobs in the region," said Ashton Soniat, CEO of
Coinmint. "Coinmint currently operates the largest and lowest-cost
cryptocurrency mining facility in the U.S., and we are continuing
to expand to meet the needs of our institutional partners like
Riot."
About Riot Blockchain
Headquartered in Castle Rock, Colorado, Riot Blockchain --
http://www.RiotBlockchain.com/-- specializes in cryptocurrency
mining with a focus on bitcoin. Riot also holds non-controlling
investments in blockchain technology companies. Riot is
headquartered in Castle Rock, Colorado, and the Company's mining
facility is located in Oklahoma City.
Riot incurred a net loss of $20.30 million in 2019 compared to a
net loss of $60.21 million in 2018. As of June 30, 2020, the
Company had $29.87 million in total assets, $2.06 million in total
liabilities, and $27.81 million in total stockholders' equity.
ROBBIN'S NEST: Seeks to Hire Margaret M. McClure as Counsel
-----------------------------------------------------------
Robbin's Nest for Children LLC seeks authority from the US
Bankruptcy Court for the Southern District of Texas to hire the Law
Office of Margaret M. McClure as its counsel.
Margaret M. McClure will give the debtor legal advice with respect
to debtor's powers and duties as debtor-in-possession in the
continued operation of the debtor's business and management of the
debtor's property and to perform all legal services for the
debtor-in-possession which may be necessary.
Margaret M. McClure charges an hourly fee of $400 per hour for
attorney time and $150 per hour for paralegal time.
The firm can be reached through:
Margaret M. McClure, Esq.
LAW OFFICE OF MARGARET M. MCCLURE
909 Fannin, Suite 3810
Houston, Tx 77010
Phone: (713) 659-1333
Fax: (713) 658-0334
Email: margaret@mmmcclurelaw.com
About Robbin's Nest for Children LLC
Robbin's Nest for Children LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
20-33824) on July 31, 2020, listing under $1 million in both assets
and liabilities. Margaret M. McClure, Esq. at the LAW OFFICE OF
MARGARET M. MCCLURE represent the Debtor as counsel.
ROCK CREEK: Unsecureds to Have 100% Payout in Plan
---------------------------------------------------
Rock Creek Baptist Church of the District of Columbia, proposed and
filed an Amended Disclosure Statement.
The Church Property consists of approximately 24 acres of land,
improved by a church, school, gym and administrative buildings. The
Debtor estimates the "as is" value of the Church Property to be
approximately $6,200,000. As of October 2018, Ministry Partners
commissioned an appraisal of the Church Property, which valued the
Church Property at $5,200,000.00.
Class 2 Allowed Secured Claim of Ministry Partners Investment
Company, LLC ($4,000,789) is impaired. The Ministry Partners
Allowed Secured Claim will be paid, with interest at the
non-default rate of interest of 5 percent per annum, and will be
paid as follows: (i) a curtailment payment in the amount of $50,000
shall be paid within six months of the Effective Date and applied
first to accrued but unpaid interest, and then to principal; (ii)
equal monthly installment payments beginning on the Effective Date
and continuing on the first day of each month thereafter in the
amount of $7,000.00 per month until the Class 2 Secured Claim is
paid in full; (iii) payments of Fifty Thousand Dollars ($50,000.00)
on each of the first, second and third anniversaries of the
Effective Date; and (iv) if the Class 2 Allowed Secured Claim is
not paid in full sooner, payment on the fourth anniversary of the
Effective Date in the amount of no less than $500,000. On the date
that is five years (or 60 months) from the Effective Date, the
Allowed Secured Claim of Ministry Partners will be paid in full.
Class 3: Disputed Secured Claim of Coester Financing, LLC
($1,076,493) is impaired. The Disputed Secured Claim of Coester,
if and when Allowed, will be paid with interest at the rate of 5
percent, at closing on the sale of the Ritchie Marlboro Property to
RCBCRM (or the successful purchaser). For purpose of the Plan,
Coester's Disputed Class 3 Secured Claim is estimated to be no more
than $225,000.00. Coester shall retain its alleged lien to the
extent of its Disputed Secured Claim until such time as its claim
is Allowed, and at that time, its lien, if permitted by the Court
or agreement of the parties, will be limited to the Allowed portion
of its Disputed Secured Claim until paid in full.
Class 4 Allowed Secured Claim of Coester Financing, LLC ($175,970)
is impaired. The Class 4 Allowed Secured Claim of Coester will be
paid with interest, at the rate of 5 percent per annum at closing
on the sale of the Ritchie Marlboro Property to RCBCRM (or the
successful purchaser). Coester shall retain its lien until such
time as its Allowed Secured 4 Secured Claim is paid in full.
Class 5 Allowed Secured Claim of Mark Vogel ($166,527) is impaired.
The Class 5 Allowed Secured Claim of Vogel will be paid with
interest, at the rate of 5 percent per annum, at closing on the
sale of the Ritchie Marlboro Property to RCBCRM (or the successful
purchaser). Vogel shall retain its lien until such time as its
Class 5 Allowed Secured Claim is paid in full.
Class 6 Allowed Secured Claim of TCF Equipment Finance ($30,578)
is impaired. The Allowed Class 6 Secured Claim of TCF will be paid
as follows: (i) on or before Oct. 15, 2019 and continuing on the
15th day of each month thereafter until and including Dec. 15,
2020, the Debtor will pay modified regular monthly payments under
the Note of $868 per month directly to TCF; (ii) on or before Jan.
15, 2021, the Debtor will remit to TCF a payment of $819.20,
representing Debtor's January 2021 installment under the Note and
the remainder of its prepetition arrearage to TCF; (iii) on or
before Feb. 15, 2021 and continuing on the fifteenth (15th) day of
each month thereafter until and including Feb. 15, 2023, Debtor
shall pay regular monthly payments under the Note of $768.00 per
month directly to TCF, continuing until its monetary obligations to
TCF under the Note are paid in full, including principal, interest,
fees and costs in accordance with the Promissory Note.
Class 7 Allowed Secured Claim of Leaf Capital Funding, LLC
($25,000) is impaired. The Secured Claim of Leaf Capital Funding,
LLC will be allowed in the amount of $25,000, and will accrue
interest at the rate of 5% thereon, and will be paid, beginning on
the Effective Date and continuing on the first day of each quarter
thereafter, the sum of no less than $1,400 per quarter. On the
date that is 48 months from Effective Date, the Allowed Secured
Claim of Leaf Capital will be paid in full.
Class 8: Allowed Secured Claim of BB&T Commercial Equipment Capital
($10,000) is impaired. The Secured Claim of BB&T will be allowed
in the amount of $10,000, and will accrue interest at the rate of
5% thereon, and will be paid, beginning on the Effective Date and
continuing on the first day of each quarter thereafter, the sum of
no less than $550.00 per quarter. On the date that is 48 months
from Effective Date, the Allowed Secured Claim of BB&T will be paid
in full.
Class 10 Allowed General Unsecured Claims totaling $438,000 is
impaired. Holders of Class 10 Claims will receive distributions
totaling 100% of their allowed claims, in cash, with interest at
the rate of 5 percent per annum, as follows: (i) beginning on the
date that is six months from the Effective Date and continuing on
the anniversary of each such date for a period of four years,
Holders of Class 10 General Unsecured Creditors will receive their
pro-rata share of an aggregate sum of $40,000 each year. All Class
10 General Unsecured Claims will be paid in full no later than the
date that is forty-eight (48) months from the Effective Date.
The payments required to be funded under the Plan are to be made
from revenues of the Debtor’s operations, payments from the sale
of the Ritchie Marlboro Property to RCBCRM, and the profits and
distributions that would accrue to the Reorganized Debtor by virtue
of its initial 49% interest (which is reduced to 39% if the
$1,000,000 installments are paid in year 4 and 5).
A full-text copy of the Amended Disclosure Statement dated July 15,
2020, is available at https://tinyurl.com/y4cpuyau from
PacerMonitor.com at no charge.
Counsel to Rock Creek Baptist
Church of the District of Columbia:
McNamee Hosea Jernigan Kim
Greenan & Lynch, P.A.
Janet M. Nesse (Fed. Bar No.07804)
6411 Ivy Lane, Suite 200
Greenbelt, Maryland 20770
About Rock Creek Baptist Church
of the District of Columbia
Rock Creek Baptist Church of the District of Columbia, based in
Upper Marlboro, MD, filed a Chapter 11 petition (Bankr. D. Md. Case
No. 19-16565) on May 14, 2019. In the petition signed by Jeffrey L.
Mitchell, Sr., pastor, the Debtor was estimated to have up to
$50,000 in assets and $1 million to $10 million in liabilities. The
Hon. Lori S. Simpson oversees the case. The Debtor hires The Weiss
Law Group, LLC, and McNamee Hosea Jernigan Kim Greenan & Lynch,
P.A., as bankruptcy counsel.
ROCKPORT DEVELOPMENT: Oct. 8 Status Conference
----------------------------------------------
Judge Scott C. Clarkson has ordered that the Status Conference is
continued to October 8, 2020, at 11:00 a.m. Rockport Development,
Inc, must file a status report 14 days in advance of the hearing.
The last day to file an objection to any claim filed against the
Estate is Feb. 28, 2021.
The Debtor must file a disclosure statement and chapter 11 plan by
Dec. 15, 2020.
Attorneys for the Debtor:
Matthew W. Grimshaw
David A. Wood
MARSHACK HAYS LLP
870 Roosevelt
Irvine, California 92620
Telephone: (949) 333-7777
Facsimile: (949) 333-7778
E-mail: rmarshack@marshackhays.com
dwood@marshackhays.com
About Rockport Development
Rockport Development, Inc., a company based in Irvine, Calif.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Cal. Case No. 20-11339) on May 7, 2020. On June 11, 2020,
Rockport's affiliate Tiara Townhomes LLC filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 20-11683). Judge Scott C.
Clarkson oversees the cases, which are jointly administered under
Case No. 20-11339.
At the time of the filing, Rockport was estimated to have $10
million to $50 million in both assets and liabilities. Tiara
Townhomes LLC disclosed assets of between $1 million and $10
million and liabilities of the same range.
The Debtor tapped Marshack Hays, LLP as its legal counsel, and
Michael VanderLey of Force Ten Partners, LLC as its chief
restructuring officer.
ROVIG MINERALS: Claims Have Reached to Settlement
-------------------------------------------------
The Trustee of Rovig Minerals, Inc., filed a Second Amended
Disclosure Statement of Rovig Minerals, Inc. dated June 12, 2020,
as immaterially modified on July 15, 2020, for Trustee's Second
Amended Joint Chapter 11 Plan dated June 12, 2020, as immaterially
modified on July 15, 2020.
Causes of Action Settled, Pending or to be Retained
To date, the Trustee has filed two such suits, the first against
Skiff Point Enterprises, LLC, challenging a payment received in the
amount of $50,000. That matter has been settled for $35,000, with
the hearing on approval of the settlement heard on June 16, 2020.
No objections were filed to the settlement by the June 9, 2020
deadline. the settlement was approved and the $35.000 has been
received by the Trustee. The second suit was filed on June 4, 2020
against Mountain States Leasing - Missoula, LLC (AP No. 20-5015)
seeking avoidance and recovery of $26,250 paid in a lump sum amount
within 90 days of the bankruptcy for seven months of back rent on
one of the Debtor's office leases in Montana. That matter has been
settled for $35,000, with the hearing on approval of the settlement
heard on June 16, 2020. No objections were filed to the settlement
by the June 9, 2020 deadline. The settlement was approved and the
$35,000 has been received by the Trustee.
The second suit was filed on June 4, 2020 against Mountain States
Leasing - Missoula, LLC (AP No. 20-5015) seeking avoidance and
recovery of $26,250 paid in a lump sum amount within 90 days of the
bankruptcy for seven months of back rent on one of the Debtor's
office leases in Montana. That matter has been tentatively settled
for $20,000 and a hearing on the approval of the settlement is
scheduled for July 28. 2020.
Written demand was also made upon American Express for
approximately $107,000 it received during the preference period on
a purported company credit card. The Trustee engaged in discussions
and informal discovery with American Express, which led to a
tentative settlement of the matter for $29,000. While the amount
may seem low in comparison with the original demand, the Trustee
determined that American Express had a very strong subsequent
advance defense to most of the claims made. The hearings on
approval of that settlement is scheduled for July 28.
Cash Projections Through Consummation
The Trustee receive roughly $105,000 in oil and gas revenues for
the month of May. The Trustee has also recently received $200.000
in preference recoveries and, if approved and consummated, two more
preference recovery settlements will result in payments to the
Estate of $49,000 before the confirmation hearing.
Miscellaneous revenues from the sale of pipe and the Key Operating
transaction involving Grand Coteau # 3 have generated another
$33,000 total. Finally, the Estate's modest portion of any Excess
Cash realized will total approximately $20,800. Thus, the
remaining expenses of the Estate will be deducted from
approximately $4.758 million.
Who Gets Paid Under the Plano How Much and When?
Now that the settlement with LPSO has been approved. Priority Tax
Claims and Priority Non-Tax Claims should be no more than $212,600
and will be paid in Cash on or before the Effective Date. Two
proofs of claim filed by Rusco Services, Inc. and Elite Wellhead
Solutions LLC do not assert entitlement to priority in the
aggregate amount of $267,000 on the actual claims but when
electronically filing the claims, a mistake was made that shows the
claims as priority on the Claims Resister. The Trustee has
determined there is no basis for priority treatment of these
claims, and the creditors have agreed that the Claims Resister
indication is a mistake. The Trustee has objected to one other
priority claimed filed by Energy Exploration Services, Inc., in the
amount of $10,836 and that hearing is scheduled on July 28,2020.
The relative amounts available for distributions to Classes 2-6
claimants have been further clarified by the settlement reached
between the Trustee and LVC Consulting, LLC ("LVC"). That
settlement, which was approved at the hearing held on July 14,
2020, calls for LVC to limit its lien claims in all lien classes to
50% of the principal balances claimed against each wellbore, an
overall reduction of liens against Classes 2-6 of $341,185. All
other amounts claimed due by LVC- as further reduced by a
pre-petition attorney fee award limited to $10,000 and pre-petition
interest at 12% per annum, are to be treated as a Class 7 General
Unsecured Claim.
Class 2 consists of the oil and gas liens against the Libby &
Blouin leases and wellbore in Lake Boeuf Field, Southwest. The
eventual aggregate amount of allowed claims in Class 2 is still
dependent upon the results of certain lien challenges pending in
the adversary proceeding but the range is anywhere from
approximately $2.159 million down to $1.976 million. The Trustee
believes the Class 2 Excess Cash will be roughly $31,200.
If the Plan is confirmed, Allowed Class 2 claimants will be paid at
least 49.56% and perhaps as much as 54.16% of their principal
balance due, plus any pro rata share of Bonus Payments earned and
payable on the one year anniversary of the closing with Golden
Hawk. Deficiency balances will be treated in Class 7.
Class 3 consists of the oil and gas liens against the Morvant #1
leases and wellbore. The amount of allowed claims in Class 3 is
$65,307.90.
If the Plan is confirmed, allowed Class 3 claimants will be paid
17.36% of their principal balance due, plus any pro rata share of
Bonus Payments earned and payable on the one year anniversary of
the closing with Golden Hawk.
Class 4 consists of the oil and gas liens against the Morvant #2
leases and wellbore, aggregating $64,618.65. Based on the
Allocation made by Golden Hawk, Class 4 claimants will be paid 100%
of their principal balance due if the Plan is confirmed. Excess
Cash shall total $104.012.
Class 5 consists of the oil and gas liens against the Bordelon
Ranch leases and wellbore. The eventual aggregate amount of
allowed claims ranges anywhere from approximately $5.31 million to
as low as $5.06 million dependent upon the results of certain lien
challenges in the pending adversary proceeding.
The Trustee believes the Class 5 Excess Cash will be $52,006.
If the Plan is confirmed, allowed Class 5 claimants will be paid at
least 16.29% and perhaps as much as 17.09% of their principal
balance due plus any pro rata share of Bonus Payments earned and
payable on the one year anniversary of the closing with Golden
Hawk.
Class 6 consists of the oil and gas liens against the Peltier #2
leases and wellbore. The eventual aggregate amount of allowed
claims in Class 6 is dependent upon the results of certain lien
challenges pending in the adversary proceeding but the range is
anywhere from $345,578 to as low as $158,490.48.
If the Plan is confirmed, allowed Class 6 claimants will be paid at
least 19.57% and perhaps as much as 42.66% of their principal
balance due plus any pro rata share of Bonus Payments earned and
payable on the one year anniversary of the closing with Golden
Hawk.
Class 8 consists of holders of potential plugging and abandoning
claims against the Estate, including the DNR, provided any such
holder files an application for an Administrative Expense Claim in
a timely manner. The DNR filed its application for allowance of an
administrative expense claim in the amount of $1,050,000 on July 7
and the hearing is scheduled for July 28, 2020.
A full-text copy of the Second Amended Disclosure Statement dated
July 15, 2020, is available at https://tinyurl.com/y55r7qzo from
PacerMonitor.com at no charge.
Attorneys for CHAPTER 11 TRUSTEE DWAYNE M. MURRAY:
Michael A. Crawford
Taylor, Porter, Brooks & Phillips, LLP
Post Office Box247l
450 Laurel Street, 8th Floor
Baton Rouge, Louisiana 70821-247I
Tel: (225) 381-0223
Fax: (225) 346-8049
About Rovig Minerals
Rovig Minerals, Inc. -- http://www.rovigminerals.com/-- was
founded in 1980 in Billings, Mont., to pursue exploration and
development of mineral, oil and gas projects around the world.
On Sept. 25, 2019, creditors FDF Energy Services LLC, Tri-City
Services Inc., Oil Country Tubular Corp., DH Rock Bit Inc., Aldonsa
Inc. filed an involuntary Chapter 11 petition against the Debtor
(Bankr. W.D. La. Case No. 19-51133). The creditors are represented
by Michael A. Crawford, Esq., at Taylor, Porter, Brooks &
Phillips.
On Oct. 18, 2019, the Debtor and the Petitioning Creditors signed a
joint stipulation to convert the involuntary to a voluntary chapter
11 and for entry of a consent order for relief pursuant to 11
U.S.C. Sec. 303(h)(1).
The case is assigned to Judge John W. Kolwe.
The Debtor tapped H. Kent Aguillard, Esq., and Caleb Aguillard,
Esq., as its bankruptcy attorneys.
SADDY FAMILY: $209K Sale of Seaside Heights to Velpax Property OK'd
-------------------------------------------------------------------
Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey authorized Saddy Family, LLC's sale of the
real property, commonly known as 117 Webster Avenue, Seaside
Heights, County of Ocean, New Jersey, Lot 15, Block 13, to Velpax,
LLC for $208,750, free and clear of all liens, claims, encumbrances
and interests.
The Agreement of Sale is approved.
At the closing on the sale of the Property and pursuant to the
Notice of Private Sale filed along with the Sale Motion, The
Auctioneers Group, as Auctioneer for the Debtor, will be paid the
sum of $8,750 and Eugene D. Roth, Esq., as counsel for the Debtor,
will be paid the sum of $1,750 from the closing proceeds.
At the closing on the sale of the Property, the Debtor will redeem
the Tax Lien with the Seaside Heights Tax Collector in the manner
provided for by N.J.S.A. Section 54:5-1 et seq.
The Debtor will utilize the proceeds from the sale of the 117
Webster Property to pay creditors in accordance with the terms and
conditions found in the Combined First Modified Chapter 11 Plan
that was Confirmed by the Court by Order dated Jan. 27, 2020.
The Debtor is authorized and directed to execute and deliver such
documents and take such other actions as may be necessary,
desirable or appropriate to effect, implement and/or consummate the
sale of the 117 Webster Property to the Purchaser without further
application to the Court.
The Order may be recorded as conclusive evidence of authorization
to convey the Debtor's interest in the 117 Webster Property to the
Purchaser.
The Debtor's counsel will serve a true and correct copy of the
Order on all parties who were served with copies of the Sale Motion
by email, fax or first-class mail, postage pre-paid, within seven
calendar days from the date of entry.
About Saddy Family
In 1995, SJV, Inc., was formed for the purposes of operating Karma,
a nightclub in Seaside Heights, NJ. In 1997, LASV, Inc. was formed
for the purposes of operating, Bamboo, another associated nightclub
in Seaside Heights, NJ. Saddy Family was formed as a real estate
holding company for the properties used by SJV and LASV.
Saddy Family, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 19-14223) on Feb. 28, 2019.
The Debtor is related to, and associated with, debtors LASV Inc.
under Case No. 19-14218 and SJV, Inc. under Case No. 19-14220-KCF.
At the time of the filing, Saddy Family was estimated to have
assets of less than $50,000 and liabilities of $1 million to $10
million.
The case is assigned to Judge Christine M. Gravelle.
The Law Office of Eugene D. Roth is the Debtors' counsel.
SADDY FAMILY: $79K Sale of Seaside Heights to Velpax Property OK'd
------------------------------------------------------------------
Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey authorized Saddy Family, LLC's sale of the
real property known as 126 Hamilton Avenue, Seaside Heights, County
of Ocean, New Jersey, Lot 26, Block 13, to Velpax, LLC for $78,750,
free and clear of all liens, claims, encumbrances and interests.
The Agreement of Sale is approved.
At the closing on the sale of the Property and pursuant to the
Notice of Private Sale filed along with the Sale Motion, The
Auctioneers Group, as Auctioneer for the Debtor, will be paid the
sum of $3,750 and Eugene D. Roth, Esq., as counsel for the Debtor,
will be paid the sum of $1,750 from the closing proceeds.
At the closing on the sale of the Property, the Debtor will redeem
the Tax Lien with the Seaside Heights Tax Collector in the manner
provided for by N.J.S.A. Section 54:5-1 et seq.
The Debtor will utilize the proceeds from the sale of the 126
Hamilton Property to pay creditors in accordance with the terms and
conditions found in the Combined First Modified Chapter 11 Plan
that was Confirmed by the Court by Order dated Jan. 27, 2020.
The Debtor is authorized and directed to execute and deliver such
documents and take such other actions as may be necessary,
desirable or appropriate to effect, implement and/or consummate the
sale of the 126 Hamilton Property to the Purchaser without further
application to the Court.
The Order may be recorded as conclusive evidence of authorization
to convey the Debtor's interest in the 126 Hamilton Property to the
Purchaser.
The Debtor's counsel will serve a true and correct copy of the
Order on all parties who were served with copies of the Sale Motion
by email, fax or first-class mail, postage pre-paid, within seven
calendar days from the date of entry.
About Saddy Family
In 1995, SJV, Inc. was formed for the purposes of operating Karma,
a nightclub in Seaside Heights, NJ. In 1997, LASV, Inc. was formed
for the purposes of operating, Bamboo, another associated nightclub
in Seaside Heights, NJ. Saddy Family was formed as a real estate
holding company for the properties used by SJV and LASV.
Saddy Family, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 19-14223) on Feb. 28, 2019.
The Debtor is related to, and associated with, debtors LASV Inc.
under Case No. 19-14218 and SJV, Inc. under Case No. 19-14220-KCF.
At the time of the filing, Saddy Family was estimated to have
assets of less than $50,000 and liabilities of $1 million to $10
million.
The case is assigned to Judge Christine M. Gravelle.
The Law Office of Eugene D. Roth is the Debtors' counsel.
SAEXPLORATION HOLDINGS: Case Summary & 31 Top Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: SAExploration Holdings, Inc.
1160 Dairy Ashford Road, Suite 160
Houston, TX 77079
Business Description: The Debtors are a full–service global
provider of seismic data acquisition,
logistical support, and processing
services to their customers in the oil
and natural gas industry that operate
through wholly–owned subsidiaries,
branch offices and variable interest
entities in North America, South
America, Asia Pacific, West Africa and
the Middle East. For more information,
visit https://saexploration.com.
Chapter 11 Petition Date: August 27, 2020
Court: United States Bankruptcy Court
Southern District of Texas
Five affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
SAExploration Holdings, Inc. (Lead Debtor) 20-34306
SAExploration Sub, Inc. 20-34307
SAExploration, Inc. 20-34308
SAExploration Seismic Services (US), LLC 20-34309
NES, LLC 20-34310
Judge: Hon. Marvin Isgur
Debtors'
Bankruptcy
Counsel: John F. Higgins, Esq.
Eric M. English, Esq.
M. Shane Johnson, Esq.
Megan Young-John, Esq.
PORTER H EDGES LLP
1000 Main St., 36th Floor
Houston, Texas 77002
Tel: (713) 226-6000
Fax: (713) 226-6248
Email: jhiggins@porterhedges.com
eenglish@porterhedges.com
sjohnson@porterhedges.com
myoungjohn@porterhedges.com
Debtors'
Investment
Banker and
Financial
Advisor: IMPERIAL CAPITAL, LLC
- and -
WINTER HARBOR LLC
Debtors'
Claims,
Noticing &
Solicitation
Agent: EPIQ CORPORATE RESTRUCTURING, LLC
https://dm.epiq11.com/case/sae/dockets
Lead Debtor's
Estimated Assets: $1 million to $10 million
Lead Debtor's
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Michael Faust, chairman, chief
executive officer, and president.
A full-text copy of SAExploration Holdings' petition is available
for free at:
https://www.pacermonitor.com/view/S5SAROI/SAExploration_Holdings_Inc__txsbke-20-34306__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 31 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Wilmington Savings Fund Convertible $60,000,000
Society, FSB Notes
500 Delaware Avenue
Wilmington, DE 19801
Contact: Geoffrey J. Lewis
Tel: 302-792-6000
Fax: 612-217-5651
Email: glewis@wsfbank.com
2. Texas Champions Bank PPP Loan $6,801,372
6124 S. Staples
Corpus Christi, TX 78413
Contact: Daniel Walker
Tel: 361-992-9850
Fax: 512-475-1313
Email: walkerd@texaschampionbank.com
3. Kuukpik Noncontrolling $419,910
801 B Street, Suite 300 Interest/
Anchorage, AK 99501-3657 Royalties
Contact: Kimberly M. Gregory
Tel: 907-480-6220
Fax: 907-279-6126
Email: kgregory@kuukpik.com
4. Kaplan Hecker & Fink LLP Legal Fees $299,170
350 Fifth Avenue, Suite 7110
New York, NY 10118
Contact: Julie E. Fink, Partner
Tel: 212-763-0883
Fax: 212-564-0883
Email: jfink@kaplanhecker.com
5. World Wide Customs Trade $200,000
Brokers Ltd.
133, 10710-25th Street NE
Calgary, AB T3N 0A1
Canada
Contact: D. Gouveia
Tel: 403-291-2543
Fax: 403-291-0361
Email: dgouveia@wwcb.ca
6. Bruch Hanna LLP Legal Fees $164,901
1099 New York Ave NW Ste 500
Washington, DC 20001
Contact: Gregory Bruch
Tel: 202-969-1630
Fax: 202-969-1625
Email: gbruch@bruch-hanna.com
7. Gerger Kahlil & Hennessy LLP Legal Fees $159,609
1001 Fannin, Suite 2450
Houston, TX 77002
Contact: David Gerger
Tel: 713-224-4400
Fax: 713-224-5153
Email: dgerger@gkfirm.com
8. Fairweather Science, LLC Trade $100,000
301 Calista Court
Anchorage, AK 99518
Contact: General Manager
Tel: 907-346-3247
Fax: 907-349-1920
Email: sheyna.widsom@fairweather.com
9. Lankler Siffert & Wohl LLP Legal Fees $99,856
500 Fifth Avenue, 34th Floor
New York, NY 10110-3398
Contact: Jillian Berman, Partner
Tel: 212-921-8399
Fax: 212-764-3701
Email: jberman@lswlaw.com
10. Vinson & Elkins LLP Legal Fees $98,590
2001 Ross Ave 3900
Dallas, TX 75201
Contact: Wendey Trahan Salinas
Tel: 214-220-7700
Fax: 214-220-7716
Email: wsalinas@velaw.com
11. Hughes Arrell Kinchen LLP Legal Fees $97,464
1221 McKinney St. Ste 3150
Houston, TX 77010
Contact: Greg Arrell, Partner
Tel: 713-942-2255
Fax: 713-942-2266
Email: garrell@hakllp.com
12. Vehicle Source Trade $91,000
Products, Inc.
4003 Chance LN
Roscharon, TX 77583
Contact: Don Stewart, President
Tel: 281-431-7766
Fax: 281-431-7729
Email: don.stewart@vsp-inc.com
13. Ewell, Brown, Blanke & Legal Fees $67,644
Knight LLP
111 Congress Avenue, Ste. 2800
Austin, TX 78701
Contact: David Blanke, Partner
Tel: 512-770-4000
Fax: 877-851-6384
Email: dblanke@ebbklaw.com
14. Magseis Fairfield Trade $66,094
9811 Katy Fwy Suite 1200
Houston, TX 77024
Contact: Carel Hooijkaas, CEO
Tel: 47 23 36 80 20
Email: post@magseisfairfield.com
15. Jeffrey Hastings COBRA $50,211
4721 Golden Spring Circle
Anchorage, AK 99507
Tel: 907-346-3390
16. Northern Oilfield Trade $50,000
Solutions, LLC
450 Alaskan Way S Ste 707
Seattle, WA 98104-2785
Contact: Sheldon Vanvoast, CEO
Tel: 206-792-0077
17. Airport Equipment Rentals, Inc. Trade $47,931
1285 Van Horn Rd
Fairbanks, AK 99701
Contact: Jerry Sadler, President
Tel: 907-456-2000
Fax: 907-456-2066
Email: scontento@aer-inc.net
18. Softchoice Corporation Trade $34,293
16609 Collections Center Drive
Chicago, IL 60693
Contact: Christine Fisher, SR CR MGR
Tel: 416-588-9002
Fax: 312-655-9001
Email: christine.fisher@softchoice.com
19. Brooks Range Supply Trade $30,000
1 Old, Spine Rd
Prudhoe Bay, AK 99734
Contact: Curt Christenson, GM
Tel: 907-563-1080
Fax: 907-562-1317
Email: manager@brooksrangesupply.com
20. Fibertown Houston, LLC Trade $30,000
2501 Earl Rudder Fwy South
College Station, TX 77845
Contact: Joe Langston, VP
Tel: 979-393-9100
Email: noc@fibertown.com
21. Stewart & Stevenson LLC Trade $30,000
55 Waugh Dr Ste 800
Houston, TX 77007
Contact: Arty Labarbera, Manager
Tel: 833-385-0284
Fax: 866-409-8503
Email: headquarters@ssss.com;
a.labarbera@ssss.com
22. Bounce LLC Trade $25,000
15814 Champions Forest 129
Spring, TX 77379
Contact: Michael Miller -
Owner/President
Tel: 832-820-3914
Email: info@bouncefirm.com
23. Pathfinder Aviation, LLC Trade $25,000
1936 Merrill Field Drive
Anchorage, AK 99501
Contact: Chuck Constant, CEO
Tel: 907-257-1555
Fax: 907-226-2801
Email: aoc@pathfinderaviation.com
24. Tucker SNO-CAT (R) Trade $25,000
Corporation
2872 South Pacific Highway
Medford, OR 97501
Contact: Marcus McNeil
President
Tel: 541-779-3731
Fax: 541-779-3735
Email: marcus@sno-cat.com
25. Genuent Global, LLC Trade $24,360
1400 Post Oak Blvd, Suite 200
Houston, TX 77056
Contact: Matt Eckert
Tel: 713-547-4444
Email: meckert@genuent.com
26. C & C Seismic Inc. Trade $20,000
1731 S San Marcos, Bldg 934
San Antonio, TX 78207
Contact: General Counsel
Tel: 210-532-2253
27. Hamilton Y Compania SA Trade $20,000
Avenida De Las Petroliferas S/N
LasPalmas DE
Las Palmas 35008
Spain
Contact: Javier Sanchez -
Simon Munoz Presidente
TEl: +34 928 46 30 62
Fax: +34 928 46 02 98
Email: hamiltonlaspalmas@hamiltonycia.com
28. Lynden Transport Inc. Trade $20,000
18000 International Blvd 800
Seattle, WA 98188
Contact: Paul Grimaldi,
President
Tel: 907-245-1544
Fax: 907-245-1744
Email: information@lynden.com
29. Pathfinder Navigation, Inc. Trade $20,000
22503 Lain Road
Spring, TX 77379
Contact: Murray Clift, President
Tel: 281-251-7594
Email: info@pathfindergeo.com
30. Pentagon Freight Trade $20,000
Services (S) Pte Ltd.
27F Loyang Crescent
Singapore, Singapore
Contact: Jack Wong-
Managing Director
Tel: 65 6542 0922
Fax: 65 6545 4912
Email: singapore.pentagon@pe
ntagonfreight.com
31. Shell Fleet Navigator Trade $20,000
P.O. Box 4337
Caron Stream, IL 60197-4337
Contact: Rusty Barron,
Vice President and
General Manager
Tel: 888-212-8916
Fax: 800-767-1325
SALEM MEDIA: Incurs $2.51 Million Net Loss in Second Quarter
------------------------------------------------------------
Salem Media Group, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $2.51 million on $52.87 million of total net revenue for the
three months ended June 30, 2020, compared to a net loss of $3.64
million on $64.68 million of total net revenue for the three months
ended June 30, 2019.
For the six months ended June 30, 2020, the Company reported a net
loss of $57.72 million on $111.12 million of total net revenue
compared to a net loss of $3.32 million on $125.15 million of total
net revenue for the six months ended June 30, 2019.
As of June 30, 2020, the Company had $541.30 million in total
assets, $409.82 million in total liabilities, and $131.47 million
in total stockholders' equity.
Salem Media said, "Given the expected decreases in revenue caused
by the COVID-19 pandemic, we assessed a variety of factors,
including media industry forecasts, expected operating results,
forecasted net cash flows from operations, future obligations and
liquidity, and capital expenditure commitments. We concluded that
the potential that we could incur a considerable decrease in
operating income and the resulting impact on our ability to fund
interest payments on our debt, were probable conditions which gave
rise to a need for an assessment of whether substantial doubt
existed of our ability to continue as a going concern.
We reforecast our anticipated results extending through August
2021. Our reforecast includes the impact of certain cost-cutting
measures associated with reductions in staffing, reductions in
commissions and royalty expenses based on lower revenue forecasts,
reductions in travel and entertainment expenses due to stay-at-home
mandates, reductions in event costs, company-wide pay cuts,
furloughs of certain employees that are non-essential at this time,
and the temporary suspension of the company 401K match. We are
considering sales-leaseback of owned facilities if the adverse
economic impact of the COVID-19 pandemic continues beyond 2020.
Based on our current assessment, we believe that we have the
ability to meet our obligations as they come due for one year from
the issuance of the financial statements."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1050606/000119312520213730/d17064d10q.htm
About Salem Media Group
Salem Media Group -- http://www.salemmedia.com/-- is a multimedia
company specializing in Christian and conservative content, with
media properties comprising radio, digital media and book and
newsletter publishing.
Salem Media reported a net loss of $27.84 million for the year
ended Dec. 31, 2019, compared to a net loss of $3.19 million for
the year ended Dec. 31, 2018.
* * *
As reported by the TCR on April 21, 2020, S&P Global Ratings
lowered its issuer credit rating on Salem Media Group Inc. to 'CCC'
from 'B-'. "We do not believe Salem will have sufficient sources
of liquidity to cover its cash uses over the next year. Salem has
historically operated with minimal cash on its balance sheet ($0.1
million as of Dec. 31, 2019). Given its limited cash generation,
the company relies on its $30 million asset-based lending (ABL)
revolving credit facility (unrated) to provide it with liquidity,"
S&P said.
In March 2020, Moody's Investors Service downgraded Salem Media
Group, Inc.'s corporate family rating and senior secured notes
rating to Caa1 from B3. The downgrade reflects weaker than
expected performance that Moody's projects will persist in the next
few quarters.
SELLING N ATLANTA: Hires Lewis Brisbois as Bankruptcy Counsel
-------------------------------------------------------------
Selling N Atlanta, LLC, seeks authority from the US Bankruptcy
Court for the Northern District of Georgia to hire Lewis Brisbois
Bisgaard & Smith LLP as its counsel.
Services the counsel will render are:
a. advise the Debtor with respect to its rights, powers, and
duties as a debtor in possession in the continued management and
operation of its business and management of its business;
b. advise the Debtor with respect to the conduct of its
chapter 11 case, including all of the legal and administrative
requirements in chapter 11;
c. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on the
Debtor's behalf, the defense of any actions commenced against the
Debtor, the negotiation of disputes in which the Debtor is
involved, and the preparation of objections to claims filed against
the Debtor's estate;
d. prepare on behalf of the Debtor all necessary motions,
applications, answers, orders, reports, and other papers in
connection with the administration of the Debtor's estate;
e. appear before the Court and any other courts to represent
the interests of the Debtor's estate before such courts;
f. attend meetings and represent the Debtor in negotiations
with representatives of creditors and other parties in interest;
g. negotiate and prepare documents relating to the disposition
of assets, as requested by the Debtor;
h. negotiate and prepare on behalf of the Debtor one or more
chapter 11 plans, disclosure statements, and all related documents;
and
i. perform such other legal services for the Debtor as may be
necessary and appropriate.
Lewis Brisbois' current hourly rates are:
Partners $550
Associates $375
Paralegals $170
Law Clerks $170
Leron E. Rogers, Esq. disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Leron E. Rogers, Esq.
LEWIS BRISBOIS BISGAARD & SMITH, LLP
1700 Lincoln Street, Suite 4000
Denver, CO 80203
Tel: (303) 861-7760
720-292-2016
Fax: (303) 861-7767
E-mail: leron.rogers@lewisbrisbois.com
About Selling N Atlanta, LLC
Selling N Atlanta, LLC, sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-67875) on
July 7, 2020, listing under $1 million in both assets and
liabilities. Leron E. Rogers, Esq. at LEWIS BRISBOIS BISGAARD &
SMITH, LLP, represents the Debtor as counsel.
STAR PETROLEUM: Court Approves Disclosure Statement
---------------------------------------------------
Judge Enrique S. Lamoutte has ordered that the Disclosure Statement
filed by Star Petroleum Corp is approved.
A hearing for the consideration of confirmation of the Plan and of
such objections as may be made to the confirmation of the Plan will
be held on October 13, 2020 at 10:00 a.m. at Jose V. Toledo Fed.
Bldg. & U.S. Courthouse, Courtroom 2, 300 Recinto Sur Street, Old
San Juan, Puerto Rico.
Any objection to confirmation of the plan must be filed on/or
before 21 days prior to the date of the hearing on confirmation of
the Plan.
Acceptances or rejections of the Plan may be filed in writing by
the holders of all claims on/or before 14 days prior to the date of
the hearing on confirmation of the Plan.
Objections to claims must be filed 45 days prior to the hearing on
confirmation.
About Star Petroleum
Star Petroleum, Corp., based in Toa Alta, PR, filed a Chapter 11
petition (Bankr. D.P.R. Case No. 20-00558) on Feb. 5, 2020. In the
petition signed by Sami Abraham, president, the Debtor disclosed
$6,782,500 in liabilities. CHARLES A. CUPRILL, PSC LAW OFFICES,
serves as bankruptcy counsel to the Debtor.
SUGARLOAF HOLDINGS: Trustee Hires McKay Burton as Counsel
---------------------------------------------------------
David L. Miller, as trustee of the Chapter 11 bankruptcy estate of
Sugarloaf Holdings, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Utah to hire McKay Burton & Thurman,
P.C., as his counsel.
Legal services will be required to assist the Trustee in the
operation and/or liquidation of the potential asset, including
legal analysis and obtaining Court approval of actions taken by
Trustee and as required under the Bankruptcy Code.
McKay Burton's regular hourly rates are:
David L. Miller $325
Mark C. Rose $275
Brian J. Porter $225
Mark C. Rose, Esq., attorney at McKay, Burton & Thurman, P.C.,
attests that he and his firm do not hold or represent any interest
adverse to the estate and are disinterested under 11 U.S.C.
101(14).
The firm can be reached through:
Mark C. Rose, Esq.
McKAY BURTON & THURMAN
15 West South Temple, Suite 1000
Salt Lake City, UT 84101
Tel: (801) 521-4135
Fax: (801) 521-4252
About Sugarloaf Holdings
Sugarloaf Holdings, LLC -- http://sugarloafholdings.com/-- is a
privately-held company in Lehi, Utah, whose business consists of
farming and ranching operations.
Sugarloaf Holdings filed a Chapter 11 petition (Bankr. D. Utah Case
No. 18-27705) on Oct. 15, 2018. In the petition signed by David J.
Gray, manager, the Debtor disclosed $21,067,619 in total assets and
$15,666,618 in total debt. The case is assigned to Judge Kevin R.
Anderson. The Debtor is represented by Parsons Behle & Latimer.
SUMMIT MIDSTREAM: Launches Tender Offers for 2025 and 2022 Notes
----------------------------------------------------------------
Summit Midstream Partners, LP, reports that its subsidiaries,
Summit Midstream Holdings, LLC and Summit Midstream Finance Corp.,
have commenced cash tender offers to purchase a principal amount of
the Issuers' outstanding 5.75% Senior Notes due 2025 and
outstanding 5.50% Senior Notes due 2022 in separate modified "Dutch
Auctions" pursuant to the terms and subject to the conditions set
forth in the Offer to Purchase, dated Aug. 25, 2020. The maximum
amount of 2025 Notes that may be purchased in the Tender Offers
will be a principal amount of 2025 Notes that could be purchased
with a purchase price, excluding Accrued Interest, of up to
$60,000,000, and the maximum amount of 2022 Notes that may be
purchased in the Tender Offers will be a principal amount of 2022
Notes that could be purchased with a purchase price, excluding
Accrued Interest, of up to $60,000,000 less the aggregate purchase
price, excluding Accrued Interest, of 2025 Notes purchased in the
Tender Offers.
The Tender Offers are being conducted as separate modified "Dutch
Auctions" with respect to each series of Notes. This means that if
a holder of the Notes elects to participate, the Holder must
specify the minimum total consideration the Holder would be willing
to receive in exchange for each $1,000 principal amount of 2025
Notes and/or 2022 Notes the Holder chooses to tender in the Tender
Offers. The Bid Price specified by the Holder with respect to any
series of Notes must be within the applicable Bid Price Range as
shown in the table below. Whether and to what extent the tendered
Notes are accepted for purchase in the Tender Offers will depend
upon how the Bid Price specified by the Holder for any series of
Notes compares to Bid Prices specified by other tendering Holders
of Notes for such series of Notes. All 2025 Notes validly tendered
at or prior to Expiration Time (as defined herein) will be accepted
before any 2022 Notes validly tendered at or prior to the
Expiration Time are accepted.
The following table sets forth some of the terms of the Tender
Offers:
Total
Principal Consideration
Amount (Bid Price
Title of Notes Outstanding Range)
-------------- ----------- -----------------
5.75% Senior Notes due 2025 $393,765,000 $525.00 - $600.00
5.50% Senior Notes due 2022 $267,586,000 $675.00 - $725.00
Holders of Notes who validly tender (and do not validly withdraw)
their Notes at or prior to 5:00 p.m., New York City time, on
Tuesday, Sept. 8, 2020, unless extended, will receive the
applicable "Total Consideration," including an "Early Tender
Payment" of $25.00 per $1,000 principal amount of Notes tendered.
Holders who validly tender their Notes after the Early Tender
Deadline, and do not validly withdraw before 5:00 p.m., New York
City time, on Tuesday, Sept. 8, 2020, will not be eligible to
receive the Early Tender Payment. In addition, Holders of Notes
accepted for purchase will receive accrued and unpaid interest,
less any applicable withholding taxes, from the last payment date
to, but not including, the settlement date.
D.F. King & Co., Inc. is acting as the Tender and Information Agent
and Guggenheim Securities, LLC is acting as the Dealer Manager for
the Tender Offers.
The Tender Offers are scheduled to expire at 11:59 p.m., New York
City time, on Sept. 22, 2020, unless extended. The Company plans
to settle the Tender Offers on Sept. 24, 2020.
The complete terms and conditions of the Tender Offers are set
forth in the Offer to Purchase that is being sent to the Holders.
Copies of the Offers to Purchase may be obtained from the Tender
and Information Agent, D.F. King & Co., Inc., at 800-967-5084 (toll
free) for noteholders, 212-269-5550 for banks and brokers or
smlp@dfking.com.
About Summit Midstream Partners
Summit Midstream Partners is a value-driven limited partnership
focused on developing, owning and operating midstream energy
infrastructure assets that are strategically located in
unconventional resource basins, primarily shale formations, in the
continental United States. SMLP provides natural gas, crude oil
and produced water gathering services pursuant to primarily
long-term and fee-based gathering and processing agreements with
customers and counterparties in six unconventional resource basins:
(i) the Appalachian Basin, which includes the Utica and Marcellus
shale formations in Ohio and West Virginia; (ii) the Williston
Basin, which includes the Bakken and Three Forks shale formations
in North Dakota; (iii) the Denver-Julesburg Basin, which includes
the Niobrara and Codell shale formations in Colorado and Wyoming;
(iv) the Permian Basin, which includes the Bone Spring and Wolfcamp
formations in New Mexico; (v) the Fort Worth Basin, which includes
the Barnett Shale formation in Texas; and (vi) the Piceance Basin,
which includes the Mesaverde formation as well as the Mancos and
Niobrara shale formations in Colorado. SMLP has an equity
investment in Double E Pipeline, LLC, which is developing natural
gas transmission infrastructure that will provide transportation
service from multiple receipt points in the Delaware Basin to
various delivery points in and around the Waha Hub in Texas. SMLP
also has an equity investment in Ohio Gathering, which operates
extensive natural gas gathering and condensate stabilization
infrastructure in the Utica Shale in Ohio. SMLP is headquartered
in Houston, Texas.
SMLP reported a net loss of $369.83 million for the year ended Dec.
31, 2019, compared to net income of $42.35 million for the year
ended Dec. 31, 2018. As of March 31, 2020, the Company had $2.62
billion in total assets, $1.80 billion in total liabilities, $62.34
million in mezzanine capital, and $757.92 million in total
partners' capital.
* * *
As reported by the TCR on Aug. 11, 2020, S&P Global Ratings raised
its issuer credit rating on Summit Midstream Partners L.P. (SMLP)
to 'CCC' from 'SD'. "We could lower our rating on SMLP if it
announced a restructuring of its general partner's debt or missed
an interest or amortization payment over the next 6 months," S&P
said.
SUMMIT MIDSTREAM: Posts $56.7-Mil. Net Income in Second Quarter
---------------------------------------------------------------
Summit Midstream Partners, LP, filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
net income of $56.72 million on $92.01 million of total revenues
for the three months ended June 30, 2020, compared to net income of
$3.03 million on $99.68 million of total revenues for the three
months ended June 30, 2019.
For the six months ended June 30, 2020, the Company reported net
income of $60.48 million on $196.91 million of total revenues
compared to a net loss of $37.25 million on $231.09 million of
total revenues for the same period in 2019.
As of June 30, 2020, the Company had $2.58 billion in total assets,
$1.71 billion in total liabilities, $78.56 million in mezzanine
capital, and $796.24 million in total partners' capital.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1549922/000156459020038480/smlp-10q_20200630.htm
About Summit Midstream Partners
Summit Midstream Partners is a value-driven limited partnership
focused on developing, owning and operating midstream energy
infrastructure assets that are strategically located in
unconventional resource basins, primarily shale formations, in the
continental United States. SMLP provides natural gas, crude oil
and produced water gathering services pursuant to primarily
long-term and fee-based gathering and processing agreements with
customers and counterparties in six unconventional resource basins:
(i) the Appalachian Basin, which includes the Utica and Marcellus
shale formations in Ohio and West Virginia; (ii) the Williston
Basin, which includes the Bakken and Three Forks shale formations
in North Dakota; (iii) the Denver-Julesburg Basin, which includes
the Niobrara and Codell shale formations in Colorado and Wyoming;
(iv) the Permian Basin, which includes the Bone Spring and Wolfcamp
formations in New Mexico; (v) the Fort Worth Basin, which includes
the Barnett Shale formation in Texas; and (vi) the Piceance Basin,
which includes the Mesaverde formation as well as the Mancos and
Niobrara shale formations in Colorado. SMLP has an equity
investment in Double E Pipeline, LLC, which is developing natural
gas transmission infrastructure that will provide transportation
service from multiple receipt points in the Delaware Basin to
various delivery points in and around the Waha Hub in Texas. SMLP
also has an equity investment in Ohio Gathering, which operates
extensive natural gas gathering and condensate stabilization
infrastructure in the Utica Shale in Ohio. SMLP is headquartered
in Houston, Texas.
SMLP reported a net loss of $369.83 million for the year ended Dec.
31, 2019, compared to net income of $42.35 million for the year
ended Dec. 31, 2018. As of March 31, 2020, the Company had $2.62
billion in total assets, $1.80 billion in total liabilities, $62.34
million in mezzanine capital, and $757.92 million in total
partners' capital.
* * *
As reported by the TCR on Aug. 11, 2020, S&P Global Ratings raised
its issuer credit rating on Summit Midstream Partners L.P. (SMLP)
to 'CCC' from 'SD'. "We could lower our rating on SMLP if it
announced a restructuring of its general partner's debt or missed
an interest or amortization payment over the next 6 months," S&P
said.
SUN PACIFIC: Board Approves Reverse Stock Split
-----------------------------------------------
The Board of Directors of Sun Pacific Holding Corp. voted to
approve a Reverse Stock Split of the Common Stock of the Company at
the ratio of 1000:1. The Board was granted such authority pursuant
to Schedule 14C Information Statement as filed with the SEC on Aug.
26, 2019 which gave the Board the option to effectuate a Reverse
Stock Split of the Common Stock of the Company at the sole
discretion of the Board within 12 months of said Information
Statement, without the issuance of another Information Statement,
within the range of 100:1 through 1000:1. The Information Statement
is available at the following link:
https://www.sec.gov/Archives/edgar/data/1343465/000149315219013387/def14c.htm
About Sun Pacific
Headquartered in Manalapan NJ, Sun Pacific Holding Corp --
http://www.sunpacificholding.com-- offers "Next Generation" solar
panel and lighting products by working closely with design,
engineering, integration and installation firms in order to deliver
turnkey solar and other energy efficient solutions. It provides
solar bus stops, solar trashcans and "street kiosks" that utilize
advertising offerings that provide State and local municipalities
with costs efficient solutions. The Company provides general,
electrical, and plumbing contracting services to a range of both
public and commercials customers in support of its goals
ofexpanding its green energy market reach.
Sun Pacific reported a net loss of $1.78 million for the year ended
Dec. 31, 2019, compared to a net loss of $1.77 million for the year
ended Dec. 31, 2018. As of June 30, 2020, the Company had $8.79
million in total assets, $13.87 million in total liabilities, and a
total stockholders' deficit of $5.07 million.
Turner, Stone & Company, L.L.P., in Dallas, Texas, the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated May 20, 2020, citing that the Company has suffered
recurring losses from operations since inception and has a
significant working capital deficiency, both of which raise
substantial doubt about its ability to continue as a going concern.
SUNEX INTERNATIONAL: Unsecureds may recover 5-10% of Claim
----------------------------------------------------------
Sunex International, Inc., filed a Plan and a Disclosure
Statement.
Class 2 consists of Byline Bank with estimated amount of claim
$35,980 and may recover $0. Class 3 consists of ExWorks with
estimated amount of claim $598,652 and may recover $0. Class 5
consists of unsecured claim with estimated amount of claim
$2,590,699 and may recover 5 percent to 10 percent.
Class 2 comprises allowed secured claims of Byline Bank, which
filed proofs of claim for (i) a secured claim in the amount of
$35,980, and (ii) an unsecured claim in the amount of $1,683,647.
Upon information and belief, Byline Bank subsequently recovered
from the disposition of collateral securing personal guarantees
from the Debtor’s principal and then assigned its claim against
the Debtor to Jerry Rand and Netti Rand, as tenants by the
entirety, as evidenced by the Notice of Transfer of Claim Other
Than For Security. Accordingly, the Debtor does not believe that
Byline Bank, including the assignee of Byline Bank’s claim, has
any claim to or against the Domestic Purchaser Note.
Class 3 Allowed Secured Claim of ExWorks Capital Fund I, L.P.
ExWorks filed a proof of claim for a secured claim in the amount of
$854,593. ExWorks Capital Fund I, L.P. was paid approximately
$255,941 by the Debtor from the Export Sale in accordance with the
Order Granting Debtor's Motion for Entry of Order Authorizing
Disbursement of Sale Proceeds. Moreover, Sun Windows & Doors, LLC,
the purchaser of the Debtor's domestic assets, acquired ExWorks
Capital Fund I, L.P.'s claim against the Debtor. As part of the
Export Sale, Sun Windows & Doors, LLC agreed to subordinate its
claim to holders of Allowed Claims. As a result of subordination,
the Allowed Class 3 Claim shall only be entitled to receive any
distributions from the Debtor, the Estate or under the Plan
following satisfaction of any and all remaining Allowed Claims.
Moreover, the holder of the Allowed Class 3 Claim further
subordinates any Allowed Class 5 Claim to which it would otherwise
be entitled against the Debtor or the Estate and, therefore, shall
only be entitled to receive any Distribution of Liquidating Trust
Distributable Cash following satisfaction of Allowed Class 5
Claims.
Causes of Action
The Debtor also reserves any and all Actions against Insiders of
the Debtor. The Debtor has identified potential Avoidance Actions
against American Express, Bank of America, Barclay’s Bank and
Macy’s arising from or relating to payment of credit cards for
the benefit of Insiders. Additionally, the
Debtor has identified a potential cause of action against Jerry
Rand for amounts owed to the Debtor; provided, however, Mr. Rand
may have set off rights. Finally, again, the Debtor has identified
potential Avoidance Actions against any creditor who may have
received payments from the Debtor within ninety (90) days prior to
the Petition Date; these payments are identified in response to
Question 3 on the Debtor’s Statement of Financial Affairs filed
in the Case. See ECF No. 40.
Discharge of Debtor
As of the Effective Date, (a) the rights afforded herein and the
treatment of all Claims and Interests herein, including, without
limitation, the grant of Liquidating Trust Units, shall be in
exchange for and in complete satisfaction, discharge and release of
Claims and Interests of any nature whatsoever, including any
interest accrued on such Claims from and after the Commencement
Date, against the Debtor and the Debtor in Possession, the Estate,
or any of the assets or properties under the Plan, and (b) all
Persons shall be precluded and enjoined from asserting against the
Debtor, its successors and assigns, or their assets or properties
any other or further Claims or Interests based upon any act or
omission, transaction or other activity of any kind or nature that
occurred prior to the Confirmation Date, whether or not such holder
has filed a proof of Claim or Proof of Interest and whether or not
such holder has voted to accept or reject the Plan. The foregoing
shall be subject to any limitations of section 1141(d)(3) of the
Code, which provides that confirmation of a plan does not discharge
a debtor if (a) the plan provides for the liquidation of all or
substantially all of property of the estate, or (b) if the debtor
does not engage in business after consummation of the plan.
Payment of Statutory Fees
In accordance with the Export Sale, Sun Windows & Doors, LLC agreed
to fund amounts necessary to pay fees owed pursuant to 28 U.S.C. §
1930(a)(6) until such time as the Debtor, the estate, or the
Liquidating Trust has funds sufficient to pay such fees. While Sun
Windows & Doors, LLC agreed to fund amounts necessary to pay such
fees, the Liquidating Trustee shall be responsible for timely
payment of fees incurred pursuant to 28 U.S.C. § 1930(a)(6).
Establishment of Liquidating Trust
Notwithstanding anything herein to the contrary, the Liquidating
Trustee shall be obligated to obtain a bond in favor of the estate
in an amount equal to the estimated value of the Liquidating Trust
Assets. The bond may be paid for by the estate or as an expense
from the Liquidating Trust Assets.
A full-text copy of the Disclosure Statement dated July 15, 2020,
is available at https://tinyurl.com/y5m6bzlt from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Michael D. Seese
SEESE, P.A.
101 N.E. 3rd Avenue
Suite 1270
Ft. Lauderdale, FL 33301
Telephone: 954-745-5897
About Sunex International
Founded in 1985, Sunex International --http://www.sunexintl.com/--
is a supplier of architectural products and complete turn-key
building materials for builders, architects, and designers
throughout the Caribbean and South Florida.
Pompano Beach, Fla.-based Sunex International, Inc., filed a
Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-14372) on April
3, 2019. At the time of the filing, the Debtor was estimated to
have assets of between $1 million and $10 million and liabilities
of the same range. Judge Raymond B. Ray oversees the case.
Michael D. Seese, Esq., at Seese P.A., is the Debtor's bankruptcy
counsel.
SUNPOWER CORP: Closes Maxeon Solar Spin-Off Transaction
-------------------------------------------------------
SunPower Corporation completed the spin-off of Maxeon Solar
Technologies, Ltd., a Singapore public company limited by shares.
The Spin-off was completed by way of a pro rata distribution of all
of the then-issued and outstanding ordinary shares, no par value,
of Maxeon Solar to holders of record of SunPower's common stock as
of the close of business on Aug. 17, 2020.
"Now is the right time for this strategic spin-off, allowing both
SunPower and Maxeon to invest in key programs to drive their future
profitable growth," said Tom Werner, SunPower CEO and chairman of
the board. "Solar power is poised for significant growth and now
each company is well-positioned to succeed based on specific areas
of specialization, technology innovation and economies of scale."
Tom Werner continues as CEO and chairman of the board of SunPower,
headquartered in California's Silicon Valley, with an employee and
economic investment footprint across the U.S. and Canada. It also
has an exclusive U.S. dealer network, the largest domestic
residential and light commercial franchise. The company's
Hillsboro, Ore. manufacturing facility will remain part of
SunPower.
"The new SunPower will further develop as the leading North
American distributed generation (DG), storage and energy services
company with an end-to-end software platform, differentiated
products and solutions and an asset-light approach," added Werner.
"And I also want to thank our majority shareholder Total, strongly
engaged in low carbon electricity, for its continued support since
2011."
Maxeon is a global solar innovation leader with a strong channel to
market that includes a worldwide network of more than 1,100
authorized sales and installation partners, and a strategy to move
beyond the roof into adjacent DG products outside of the U.S. and
Canada. Jeff Waters is CEO of Maxeon, headquartered in Singapore
with panel and cell manufacturing facilities located in France,
Malaysia, Mexico and the Philippines. Concurrent with this
transaction is an equity investment of $298 million into Maxeon by
long-time partner Tianjin Zhonghuan Semiconductor Co., Ltd. (TZS),
a premier global supplier of silicon wafers. The TZS investment
facilitates scale–up Maxeon production capacity of the newest
generation of its Maxeon product family.
"We are prepared to start our first day as Maxeon, with
industry-leading technology, a strong brand, a unique global sales
channel and strong investment partners," said Jeff Waters, CEO of
Maxeon. "TZS has been a proven, long-time strategic partner of
SunPower's, cooperating on seven joint ventures and joint
development projects since 2012. We are excited to have TZS's
backing at this important juncture in the emergence of solar power
as a mainstream energy source."
Maxeon and SunPower are cooperating to develop and commercialize
next generation solar panel technologies, with early stage research
conducted by SunPower's Silicon Valley-based research and
development group, and deployment-focused innovation and scale-up
carried out by Maxeon.
"The creation of two separate public companies, that Total has
fully supported as the majority shareholder, is a strategic
milestone in SunPower's development and in our decade-long
partnership," said Patrick Pouyanne, Chairman of the board and CEO
of Total. "I want to offer my congratulations on the successful
transaction and express my support to the teams whose remarkable
efforts allowed us to make this operation a success. This will
enable both companies to fully leverage their strengths on focused
businesses: distributed generation marketing on the U.S. market on
one side and solar panels manufacturing on the other side."
"We invested in SunPower nearly ten years ago next Spring and our
partnership has come far," said Patrick Pouyanne, chairman of the
board and CEO of Total. "Today is a significant step in our
evolution. We believe the time is right for each company to start
off on their own, leveraging their own strengths, with focused
business plans and defined markets."
SunPower has distributed to holders of its shares one Maxeon share
for every eight SunPower shares held on close of business on Aug.
17, 2020, the record date for the spin-off. Maxeon's ordinary
shares begin trading today on NASDAQ under MAXN.
About SunPower
Headquartered in San Jose, California, SunPower Corporation --
http://www.sunpower.com-- is a global energy company that delivers
complete solar solutions to residential, commercial, and power
plant customers worldwide through an array of hardware, software,
and financing options and through solar power solutions, operations
and maintenance services, and "Smart Energy" solutions. The
Company's Smart Energy initiative is designed to add layers of
intelligent control to homes, buildings and grids -- all
personalized through easy-to-use customer interfaces.
SunPower reported a net loss of $7.72 million for the fiscal year
ended Dec. 29, 2019, a net loss of $917.5 million for the fiscal
year ended Dec. 30, 2018, and a net loss of $1.17 billion for the
year ended Dec. 31, 2017. As of June 28, 2020, the Company had
$1.94 billion in total assets, $1.89 billion in total liabilities,
and $41.30 million in total equity.
TAILORED BRANDS: Law Firm of Russell Represents Utility Companies
-----------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Law Firm of Russell R. Johnson III, PLC submitted a verified
statement to disclose that it is representing the utility companies
in the Chapter 11 cases of Tailored Brands, Inc., et al.
The names and addresses of the Utilities represented by the Firm
are:
a. American Electric Power
Attn: Dwight C. Snowden
American E1ectric Power
1 Riverside Plaza, l3th Floor
Columbus, Ohio 43215
b. Georgia Power Company
Attn: Daundra Fletcher
2500 Patrick Henry Parkway
McDonough, GA 30253
c. Consolidated Edison Company of New York, Inc.
Attn: Rosalie Zuckerman, Esq.
4 Irving Place — Room l 875S
New York, NY 10003
d. Orange and Rockland Utilities, Inc.
Attn: Jennifer Woehrle
390 W. Route 59
Spring Valley, New York 10977
e. Florida Power & Light Company
Gulf Power Company
Attn: Joseph Ianno, Esq.
Law Department
700 Universe Blvd.
Juno Beach, FL 33408
f. New York State Electric and Gas Corporation
Attn: Kelly Potter
James A. Carrigg Center
Bankruptcy Department
18 Link Drive
Binghamton, NY 13904
g. Rochester Gas and Electric Corporation
Attn: Patricia Cotton
89 East Avenue
Rochester, NY 14649
h. Central Maine Power Company
Attn: Richard P. Hevey, Esq.
Senior Counsel
83 Edison Drive
Augusta, Maine 04336
i. Salt River Project
Attn: Breanna Holmes/ISB 232
2727 E. Washington St.
P.O. Box 52025
Phoenix, AZ 85072-2025
j. San Diego Gas & Electric Company
Attn: A.J. Moreno, Bankruptcy Specialist
8326 Century Park Court
San Diego, CA 92123
k. Boston Gas Company
Colonial Gas Cape Cod
KeySpan Energy Delivery Long Island
KeySpan Energy Delivery New York
Massachusetts Electric Company
Narragansett Electric Company
Niagara Mohawk Power Corporation
Attn: Christopher S. Aronson
Senior Counsel
National Grid
40 Sylvan Road
Waltham, MA 02451
l. Tampa Electric Company
Peoples Gas System
Attn: Barbara Taulton FRP, CAP
Florida Registered Paralegal
Tampa Electric Company
702 N. Franklin Street
Tampa, FL 33602
m. Tucson Electric Power Company
UNS Gas, Inc.
Attn: Sandra Gallego
Credit, Collections and Remittance
Mail Stop SC122
P.O. Box 711
Tucson, AZ 85702
n. Southern California Edison Company
Attn: Patricia A. Cirucci, Esq.
Director and Managing Attorney
Commercial Litigation
2244 Walnut Grove Avenue
P.O. Box 800
Rosemead, California 91770
o. Evergy, Inc.
Attn: Katie Lee, Esq.
1200 Main Street
Kansas City, MO 64105
p. The Connecticut Light & Power Company
Yankee Gas Services Company
NStar Electric Company, Western Massachusetts
NStar Electric Company
NStar Gas Company
Public Service Company of New Hampshire
Attn: Honor S. Heath, Esq.
Eversource Energy
107 Selden Street
Berlin, CT 06037
q. Oklahoma Gas and Electric Company
Attn: Jennifer Castillo, Esq.
Sr. Attorney | OGE Legal Department
321 N. Harvey Ave.
MC 1208
Oklahoma City, OIL 73102
r. Virginia Electric and Power Company
d/b/a Dominion Energy Virginia
Attn: Sherry Ward
600 East Canal Street, 10th floor
Richmond, VA 23219
s. The Cleveland Electric Illuminating Company
Ohio Edison Company
Pennsylvania Power Company
West Penn Power Company
Monongahela Power Company
Potomac Edison Company
Metropolitan Edison Company
Jersey Central Power & Light Company
Pennsylvania Electric Company
The Toledo Edison Company
Attn: Kathy M. Hofacre
FirstEnergy Corp.
76 S. Main St., A-GO-15
Akron, OH 44308
t. Constellation NewEnergy, Inc.
Attn: C. Bradley Burton
Credit Analyst
Constellation Energy
1310 Point Street, 12th Floor
Baltimore, MD 21231
u. Arizona Public Service Company
Attn: Sandra Rosales
2043 W. Cheryl Dr., Bldg. M
Mail Station 3209
Phoenix, Arizona 85021-1915
v. Baltimore Gas and Electric Company
Commonwealth Edison Company
PECO Energy Company
The Potomac Electric Power Company
Delmarva Power & Light Company
Atlantic City Electric Company
Assistant General Counsel
Exelon Corporation
2301 Market Street, 523-1
Philadelphia, PA 19103
The nature and the amount of claims of the Utilities, and the times
of acquisition thereof are as follows:
a. The following Utilities have unsecured claims against the
above-referenced Debtors arising from prepetition utility usage:
American Electric Power, Georgia Power Company, Gulf Power Company,
Consolidated Edison Company of New York, Inc., Orange and Rockland
Utilities, Inc., Florida Power & Light Company, New York State
Electric and Gas Corporation, Rochester Gas & Electric Corporation,
Central Maine Power Company, Salt River Project, San Diego Gas and
Electric Company, Boston Gas Company, Colonial Gas Cape Cod,
KeySpan Energy Delivery Long Island, KeySpan Energy Delivery New
York, Massachusetts Electric Company, Narragansett Electric
Company, Niagara Mohawk Power Corporation, Tucson Electric Power
Company, Southern California Edison Company, Energy, Inc., The
Connecticut Light & Power Company, Yankee Gas Services Company,
NStar Electric Company, Western Massachusetts, NStar Electric
Company, Eastern Massachusetts, NStar Gas Company, Public Service
Company of New Hampshire, Oklahoma Gas and Electric Company, Salt
River Project, Virginia Electric and Power Company d/b/a Dominion
Energy Virginia, West Penn Power Company, Pennsylvania Power
Company, Monongahela Power Company, Potomac Edison Power Company,
The Toledo Edison Power Company, Ohio Edison Power Company, The
Cleveland Electric Illuminating Company, Metropolitan Edison
Company, Jersey Central Power and Light Company, Constellation
NewEnergy, Inc., Arizona Public Service Company, Baltimore Gas and
Electric Company, Commonwealth Edison Company, PECO Energy Company,
The Potomac Electric Power Company, Delmarva Power & Light Company,
and Atlantic City Electric Company.
b. American Electric Power, Tucson Electric Power, UNS Gas,
Inc., Oklahoma Gas and Electric Company, Tampa Electric Company,
Peoples Gas System, Pennsylvania Electric Company, Georgia Power
Company, Gulf Power Company, Florida Power and Light Company,
Arizona Public Service Company, and PECO Energy Company each held a
prepetition deposit that wholly or partially secured prepetition
debt.
c. Salt River Project, Georgia Power Company, Arizona Public
Service Company, and PECO Energy Company each holds one or more
surety bonds that fully or partially secures prepetition debt.
d. For more information regarding the claims and interests of
the Utilities in these jointly-administered cases, refer to the
Motion and Memorandum of Certain Utility Companies to: (a) Vacate,
and/or Reconsider, and/or Modify Order (i) Approving the Debtors'
Proposed Adequate Assurance of Payment For Future Utility Services,
(ii) Prohibiting Utility Providers From Altering, Refusing, or
Discontinuing Utility Services, (iii) Establishing Procedures For
Determining Adequate Assurance of Payment, (iv) Authorizing Certain
Fee Payments For Services Performed, and (v) Requiring utility
Providers To Return Deposits For Utility Services No Longer In Use,
and (b) Determine Adequate Assurance of Payment as to the Utilities
(Docket No. 383 filed in the above-captioned, jointly-administered,
bankruptcy cases.
The Law Firm of Russell R. Johnson III, PLC was retained to
represent the foregoing Utilities in August 2020. The
circumstances and terms and conditions of employment of the Firm by
the Companies is protected by the attorney-client privilege and
attorney work product doctrine.
The Firm can be reached at:
Russell R. Johnson III, Esq.
LAW FIRM OF RUSSELL R. JOHNSON III, PLC
2258 Wheatlands Drive
Manakin-Sabot, VA 23103
Tel: (804) 749-8861
Fax: (804) 749-8862
Email: russell@russelljohnsonlawfirm.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/Hrl6lM
About Tailored Brands
Tailored Brands, Inc., (NYSE: TLRD) is an omni-channel specialty
retailer of menswear, including suits, formalwear and a broad
selection of polished and business casual offerings. It delivers
personalized products and services through its convenient network
of over 1,400 stores in the United States and Canada as well as
its
branded e-commerce websites at http://www.menswearhouse.com/and
http://www.josbank.com. Its brands include Men's Wearhouse, Jos.
A. Bank, Moores Clothing for Men and K&G.
Tailored Brands reported a net loss of $82.28 million for the year
ended Feb. 1, 2020, compared to net earnings of $83.24 million for
the year ended Feb. 2, 2019. As of Feb. 1, 2020, the Company had
$2.42 billion in total assets, $2.52 billion in total liabilities,
and a total shareholders' deficit of $98.31 million.
On Aug. 2, 2020, Tailored Brands and its subsidiaries sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33900) on
Aug. 2, 2020. As of July 4, 2020, Tailored Brands disclosed
$2,482,124,043 in total assets and $2,839,642,691 in total
liabilities.
The Hon. Marvin Isgur is the case judge.
The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel; Jackson Walker L.L.P., Stikeman Elliot LLP and Mourant
Ozannes as co-bankruptcy counsel; PJT Partners LP as financial
advisor; Alixpartners, LLP as restructuring advisor; and A&G Realty
Partners, LLC as the real estate consultant and advisor. Prime
Clerk LLC is the claims agent.
TASEKO MINES: Moody's Alters Outlook on Caa1 CFR to Stable
----------------------------------------------------------
Moody's Investors Service revised the rating outlook for Taseko
Mines Limited to stable from negative. At the same time, Moody's
affirmed Taseko's Corporate Family Rating (CFR) at Caa1, its
Probability of Default Rating at Caa1-PD and its senior secured
note ratings at Caa1. The company's Speculative Grade Liquidity
Rating ("SGL") is unchanged at SGL-4.
"The outlook revision to stable reflects our expectation the
company will generate marginally positive free cash flow as copper
prices have strengthened," said Jamie Koutsoukis, Moody's Vice
President, Senior Analyst.
Affirmations:
Issuer: Taseko Mines Limited
Corporate Family Rating, Affirmed Caa1
Probability of Default Rating, Affirmed Caa1-PD
Senior Secured Regular Bond/Debenture, Affirmed Caa1 (LGD4)
Outlook Actions:
Issuer: Taseko Mines Limited
Outlook, Changed to Stable from Negative
RATINGS RATIONALE
Taseko's Caa1 corporate family rating is constrained by the
company's concentration of cash flows from one metal (copper) at a
single mine (Gibraltar), variability in grade and costs due to mine
sequencing, and high leverage (5.0x LTM Q2/20). The company
benefits from its mine location in a favorable mining jurisdiction
(Canada) and long reserve life (19 years). Moody's expects there to
be some volatility in Taseko's metrics, as changes in ore grade,
strip ratio, copper prices, and the Canadian/US exchange rate can
substantively change leverage.
Taseko is exposed to environmental risks typical for a company in
the mining industry. This includes, but is not limited to
wastewater discharges, site remediation and mine closure, waste
rock and tailings management, and air emissions. The company is
subject to environmental laws and regulations in the areas in which
it operates.
Taseko's liquidity is weak over the next 12 months (SGL-4). Taseko
had CAD64 million in cash and equivalents at June 30, 2020, against
Moody's expectation that the company will have marginal free cash
flow during this period (using a $2.50/lb copper price sensitivity,
after deducting capex and stripping costs). The company does not
have a credit facility. Taseko has no debt maturities until June
2022.
The stable outlook reflects its expectation that Taseko will
maintain copper equivalent production at about 110 million lbs/year
and the company will generate marginal free cash flow during the
next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if it becomes more likely that
Taseko will not be able to refinance its debt prior to the June
2022 maturity, the company experiences operating challenges at
Gibraltar, or if liquidity weakens.
Taseko's CFR could be upgraded if there the company is able to
generate sustained positive free cash flow, demonstrate stability
in its credit metrics. An upgrade would also require that the
company generate a positive EBIT margin (-10% LTM Q2/20) and
maintain total adjusted debt/EBITDA below 5x (5x as LTM Q2/20).
The principal methodology used in these ratings was Mining
published in September 2018.
Headquartered in Vancouver, Canada, Taseko Mines Limited operates
Gibraltar, an open-pit copper and molybdenum mine located in
British Columbia (BC), Canada, producing about 130 million
pounds/year. Gibraltar is an unincorporated joint venture, 75%
owned by Taseko and 25% owned by Cariboo Copper Corp. (a Japanese
consortium). The Company also owns the New Prosperity gold-copper
(BC), Aley niobium (BC), Florence copper (Arizona) and Yellowhead
copper-gold-silver (BC) projects. Revenues in 2019 were CAD330
million.
TD HOLDINGS: Disposes of Hong Kong Subsidiary
---------------------------------------------
TD Holdings, Inc., entered into certain share purchase agreement by
and among Vision Loyal Limited (the "Purchaser"), HC High Summit
Limited, a company incorporated under the laws of the Hong Kong
S.A.R. of the PRC (the "Subsidiary") and HC High Summit Holding
Limited (the "Seller"). Pursuant to the Disposition SPA, the
Purchaser agreed to purchase the Subsidiary in exchange for nominal
consideration of $1.00 based on a valuation report presented by
Beijing North Asia Asset Assessment Firm to the Company's board of
directors. The Board approved the transaction contemplated by the
Disposition SPA. The Disposition closed on Aug. 28, 2020 when all
closing conditions were satisfied, including the payment of the
Purchase Price, the receipt of the Report, and all consents
required to be obtained from or made with any governmental
authorities.
Upon the closing of the Disposition, the Purchaser became the sole
shareholder of the Subsidiary and as a result, assumed all assets
and liabilities of all the subsidiaries and variable interest
entities owned or controlled by the Subsidiary.
About TD Holdings
Headquartered in Beijing, People's Republic of China, TD Holdings,
Inc., (formerly known as Bat Group, Inc.) operates a luxurious car
leasing business as well as a commodities trading business
operating in China.
As of June 30, 2020, the Company had $95.54 million in total
assets, $6.78 million in total liabilities, and $88.76 million in
total equity.
For the year ended Dec. 31, 2019, the Company incurred net loss
from continuing operations of approximately $6.94 million, and
reported cash outflows of approximately $2.17 million from
operating activities. These factors caused concern as to the
Company's liquidity as of Dec. 31, 2019.
TEKNIA NETWORKS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Teknia Networks & Logistics, Inc.
10451 66th Street North
Pinellas Park, FL 33782
Business Description: Teknia Networks & Logistics, Inc.
is a distributor of warehouse/office &
printing related items, including
forklifts, computers, printers, printing
presses & accessories, racking, servers,
and server components.
Chapter 11 Petition Date: August 27, 2020
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 20-06479
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Email: All@tampaesq.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jorge L. Monsalve, 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://www.pacermonitor.com/view/CNAXYHQ/Teknia_Networks__Logistics_Inc__flmbke-20-06479__0001.0.pdf?mcid=tGE4TAMA
TEMPLAR ENERGY: Plan Mulls Up to $8.7M for Wind Down
----------------------------------------------------
Templar Energy LLC, et al., submitted a Second Amended Joint
Prepackaged Plan of Liquidation.
The Plan contemplates the winding down the Debtors' business after
closing of the sale.
There will be a budget to be prepared by the Debtors, which shall
be acceptable to the RBL Agent and the Requisite Lenders and may be
modified from time to time with the consent of the RBL Agent and
the Requisite Lenders, to be filed with the Plan Supplement, which
budget will estimate the funds necessary to administer the Plan
(including payment in full in cash or such other treatment as to
render unimpaired all Allowed Administrative Expense Claims
(excluding DIP Claims and Fee Claims), Priority Tax Claims, Secured
Claims, and Other Priority Claims), pay certain amounts under the
Plan, wind down the Estates, fund the Disputed Secured and
Priority Claims Reserve, and conduct the Plan Administration
Process.
"Wind Down Amount" means Cash in an amount sufficient to (a)
administer the Plan (including payment in full in Cash or such
other treatment as to render Unimpaired all Allowed Administrative
Expense Claims, Priority Tax Claims, Other Secured Claims, and
Other Priority Claims), (b) wind down the Estates, (c) fund the
Disputed Secured and Priority Claims Reserve, and (d) conduct the
Plan Administration Process, all in accordance with the Wind Down
Budget; but which shall in no event exceed $8.7 million (excluding
any amounts funded by the Buyer to pay taxes relating to the Sale),
plus the Severance Amount, plus the KERP Amount, unless otherwise
agreed by the Debtors, the RBL Agent, and the Requisite Lenders.
A full-text copy of the Second Amended Joint Prepackaged Plan of
Liquidation dated July 15, 2020, is available at
https://tinyurl.com/y6aborek from PacerMonitor.com at no charge.
Counsel to the Debtors:
Paul M. Basta
Robert A. Britton
PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP
1285 Avenue of the Americas
New York, New York 10019
Tel: (212) 373-3000
Fax: (212) 757-3990
Pauline K. Morgan
Jaime Luton Chapman
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
About Templar Energy
Templar Energy LLC and its affiliates, founded in 2012, are
independent exploration and production companies, with a core focus
on the development and acquisition of oil and natural gas reserves
in the Greater Anadarko Basin of Western Oklahoma and the Texas
Panhandle.
Templar Energy and its operating subsidiaries --
http://templar.energy/-- have acquired substantial assets in the
Mid-Continent region covering, as of the Petition Date, 273,400 net
acres by directly leasing oil and gas interests from mineral
owners.
Templar Energy LLC and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 20-11441) on June 1, 2020.
Templar Energy was estimated to have $100 million to $500 million
in assets and $500 million to $1 billion in liabilities.
Guggenheim Securities, LLC is acting as the Company's investment
banker, Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as
legal counsel, and Alvarez & Marsal North America, LLC, is acting
as financial advisor. Young Conaway Stargatt & Taylor, LLP, is
local co-counsel. Kurtzman Carson Consultants LLC is claims agent,
maintaining the page http://www.kccllc.net/TemplarEnergy
TH REMODELING: Court Approves Disclosure Statement
--------------------------------------------------
Judge Cecelia G. Morris has ordered that the Disclosure Statement
filed by TH Remodeling & Renovations, Inc. is approved.
Aug. 21, 2020 is fixed as the last day for filing and noticing
applications for allowances; the hearing on all such applications
is set for SEPTEMBER 15, 2020 at 9:00 a.m. and held at the U.S.
Bankruptcy Court, 355 Main Street, Poughkeepsie, New York.
Sept. 15, 2020 at 9:00 a.m. is fixed for the hearing on
confirmation of said Plan to be held at the United States
Bankruptcy Court, 355 Main Street, Poughkeepsie, New York.
Written objections to confirmation of said Plan must be filed and
served on or before Sept. 8, 2020.
Sept. 8, 2020 is fixed as the last day for filing written
acceptances or rejections of the Plan.
Copies of the approved Disclosure Statement, the proposed Plan of
Reorganization, the official form ballot for accepting or rejecting
the said Plan, and a copy of this Order shall be transmitted to all
creditors.
About TH Remodeling & Renovations
TH Remodeling & Renovations -- https://thremodeling.com/ -- builds
and renovates all types of properties from private homes to
manufacturing facilities and commercial buildings. The company
provides every service property owners need, including roofing,
siding, gutter systems, decks & porches, windows & doors, additions
and sunrooms.
TH Remodeling & Renovations filed a petition under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-35919) on May
31, 2019. In the petition signed by Thomas Hazard, president, the
Debtor disclosed $524,027 in assets and $1,551,506 in liabilities.
Michelle L. Trier, Esq., at Genova & Malin, is the Debtor's
counsel.
TRB RICHARDSON: Seeks to Hire Henry & Regel as Counsel
------------------------------------------------------
TRB Richardson, LLC. seeks authority from the US Bankruptcy Court
for the Northern District of Texas to hire the law firm of Henry &
Regel, PLLC, as its counsel.
TRB Richardson requires Henry & Regel to:
(a) provide legal advice with respect to Debtor's powers and
duties as Debtor in possession in the continued operation of its
business and the management of its property;
(b) take all necessary action to protect and preserve the
Debtor's estate, including all prosecution of actions on behalf of
the Debtor, the defense of any actions commenced against the
Debtor, negotiations concerning litigation in which the Debtor is
involved, and objections to claims filed against the Debtor's
estate;
(c) prepare on behalf of the Debtor all necessary motions,
answers, orders, reports, and other legal papers in connection with
the administration of its estate;
(d) assist the Debtor in preparing for and filing a
disclosure statement, or a brief history of business operations, a
liquidation analysis, and projections demonstrating the ability of
the Debtor to make proposed plan payments as required by Subsection
V of Chapter 11;
(e) perform any and all other legal services for the Debtor
in connection with the Chapter 11 case; and
(f) perform such legal services as the Debtor may request
with respect to any matter, including, but not limited to,
corporate finance and governance, contracts, labor, and tax.
On May 13, 2020, Henry & Regel received a retainer of $15,000.
Henry & Regel's hourly billing rates are:
John P. Henry $450
Partner and Associate Attorneys $350
Paralegals and Legal Assistants $30 - $50
John Henry, Esq. of Henry & Regel attests that the firm does not
presently hold or represent any interest adverse to the interest of
the Debtor or this Estate and is disinterested within the meaning
of 11 U.S.C. Sec. 101(14).
The firm can be reached through:
John Henry, Esq.
Henry & Regel, LLC
2100 Ross Avenue, Suite 800
Dallas, T 75201
Phone: 972-299-8445
About TRB Richardson, LLC
TRB Richardson, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-31866) on July 6,
2020, listing under $1 million in both assets and liabilities.
John P. Henry, Esq. at HENRY & REGEL, PLLC, represents the Debtor
as counsel.
TROIANO TRUCKING: Trustee's $3M Sale of Assets to Homeland Approved
-------------------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Steven Weiss, the duly
appointed Chapter 11 Trustee of Troiano Trucking, Inc. and Troiano
Realty, LLC, to sell assets to Recycleworks Green, LLC's bid of
$3.05 million
An auction was held on Aug. 13, 2020 at which the Buyer's bid was
deemed to be the highest and best offer for the acquired assets.
The acquired assets, include the following: (i) the real estate at
109 Creeper Hill Road, North Grafton, Massachusetts; (ii) all of
Trucking's equipment and inventory; (iii) all of Trucking's motor
vehicles and dumpsters; and (iv) all other assets of Trucking
except the Excluded Assets.
The Trustee will circulate to the parties a proposed form of Order
approving the sale and will submit the proposed Order to the Court
in word format to the Court's proposed order e-mail address
(cjp@mab.uscourts.gov).
About Troiano Trucking
Troiano Trucking, Inc. -- http://www.troianotrucking.com/-- is a
privately held company in Grafton, Mass., in the waste hauling
business. The company maintains a fleet of four trucks, which
allows it to service its customers with removal of bakery waste,
rubbish, demolition materials and recyclables. It serves
construction companies, roofing companies, bakeries and individual
home owners.
Troiano Realty, LLC, is a real estate lessor whose principal assets
are located at 109 Creeper Hill Road, North Grafton, Mass. The
property is valued at $1.48 million based on tax valuation
assessment method.
Troiano Trucking and Troiano Realty sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 19-40656)
on April 23, 2019. At the time of the filing, Troiano Trucking was
estimated to have assets and liabilities of between $1 million and
$10 million. Troiano Realty disclosed $1,485,000 in assets and
$4,220,210 in liabilities.
TROIANO TRUCKING: Trustee's $3M Sale of Assets to Recycleworks OK'd
-------------------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Steven Weiss, the duly
appointed Chapter 11 Trustee of Troiano Trucking, Inc. and Troiano
Realty, LLC, to sell assets to Recycleworks Green, LLC for $3.05
million.
The purchase price is allocated as follows: $1.95 million to the
assets owned by Realty and $1.1 million to the assets owned by
Trucking.
The opposition to the Sale Motion filed by Flynn's, Harvard
Funding, LLC, Michael Rezuke, Chris Khali, and Mohammad Djamshidi
and the response and objection filed by the Massachusetts
Department of Correction are overruled for the reasons stated on
the record at the Sale Hearing.
With respect to the limited objection to the Sale Motion filed by
Financial Pacific Leasing, Inc., upon the consummation of the Sale,
the Trustee will retain the sum of $31,000, subject to the liens of
Avidia Bank and Financial Pacific, pending further order of the
Court with respect to the priority of such liens or otherwise
resolving the Limited Objection.
The Agreement, all ancillary documents, and all of the terms and
conditions thereof are approved.
In connection with the Sale, the Trustee is authorized to pay from
the proceeds of the Sale: (i) ordinary closing costs including deed
stamps; all real estate taxes, and municipal charges; (ii) all fees
owed by the Debtors to the United States Trustee, and (iii) the
breakup fee in the amount of $75,000 to the initial stalking horse
bidder, Homeland Group Realty, LLC. Upon completion of the Sale,
the Trustee will retain the sum of $450,000 for the Debtors'
bankruptcy estates, plus the amount of $31,000 to be escrowed with
respect to the claim of Financial Pacific as described. The
remaining proceeds will be remitted to Avidia Bank to be applied to
its secured claims.
The sale is free and clear of all Claims of any kind or nature
whatsoever.
Pursuant to Sections 105(a) and 365 of the Bankruptcy Code, and
subject to and conditioned upon Closing of the Sale, the Trustee's
assumption and assignment to the Purchaser, and the Purchaser's
assumption on the terms set forth in the Agreement, of the Assigned
Contracts is approved.
Homeland Group is released from any further liability under the
asset purchase agreement with the Trustee.
Notwithstanding the potential applicability of Bankruptcy Rules
6004, 6006, 9014, or otherwise, the Order will be immediately
effective and enforceable upon entry.
About Troiano Trucking
Troiano Trucking, Inc. -- http://www.troianotrucking.com/-- is a
privately held company in Grafton, Mass., in the waste hauling
business. The company maintains a fleet of four trucks, which
allows it to service its customers with removal of bakery waste,
rubbish, demolition materials and recyclables. It serves
construction companies, roofing companies, bakeries and individual
home owners.
Troiano Realty, LLC, is a real estate lessor whose principal assets
are located at 109 Creeper Hill Road, North Grafton, Mass. The
property is valued at $1.48 million based on tax valuation
assessment method.
Troiano Trucking and Troiano Realty sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 19-40656)
on April 23, 2019. At the time of the filing, Troiano Trucking was
estimated to have assets and liabilities of between $1 million and
$10 million. Troiano Realty disclosed $1,485,000 in assets and
$4,220,210 in liabilities.
TWISTLEAF HOLDINGS: Files Brief in Support of Plan Confirmation
---------------------------------------------------------------
Twistleaf Holdings LLC, a Nevada limited liability company,
submitted a brief in support of final approval of its Disclosure
Statement and confirmation of its Plan of Reorganization.
The Disclosure Statement to accompany the Plan was conditionally
approved by an order entered on June 9, 2020. The Debtor served
its solicitation package regarding the Plan on June 10, 2020. The
Court entered the order conditionally approving the Debtor's
Disclosure Statement prior to the solicitation of ballots in
support of the Plan. Since solicitation of ballots only occurred
after the Court entered the order conditionally approving the
Debtor's Disclosure Statement, the requirements of Section 1125(b)
are satisfied, if the Disclosure Statement also contained adequate
information as required by Section 1125(a)(1). See, e.g., In re
Trans Max Techs., Inc., 349 B.R. 80, 86 (Bankr. D. Nev. 2006).
The conditionally approved Disclosure Statement accompanying the
Plan contains a full description of the valuation and operating
performance of Debtor. The Disclosure Statement further discusses
the Sea Venture Secured Claim, Roundup Secured Claim, Sweeping Glen
Secured Claim, and Eastern Secured Claim, and it also details the
stipulated agreement that Debtor and each respective creditor
entered into regarding the value of their corresponding Secured
Claim. It advises that the estimated return to creditors under a
Chapter 7 liquidation would be less than the dividend resulting
from liquidation. Id. The Disclosure Statement contains a
liquidation analysis at Exhibit B. Said liquidation analysis
states that the values reflected therein are based on Debtor's
business judgment and were not compiled or examined by any
independent accountants.
Debtor demonstrates herein, or will demonstrate at the confirmation
hearing, that the Plan satisfies each subsection of Section 1129.
Section 1122: Classification of Claims and Interests:
Other than Administrative Claims and Priority Tax Claims, which are
not separately classified as they are treated as required by
Section 1123(a)(1), the Plan provides for six separate Classes of
Claims.2 Class 1 is comprised of the Sea Venture Secured Claim.
Class 2 is comprised of the Roundup Secured Claim. Class 3 is
comprised of the Sweeping Glen Secured Claim, as amended by the
Stipulation and Order regarding the treatment of the Sweeping Glen
Secured Claim. Class 4 is comprised of the Eastern Secured Claim.
Class 5 is comprised of General Unsecured Claims. Class 6 is
comprised of Equity Interest in Debtor. Classes 1, 2, 3, 4, and 5
are impaired, and each Allowed Claim Holder is entitled to vote on
the Plan. Class 6 is unimpaired, and, as a result, is not entitled
to vote on the Plan. No party in interest has alleged that the
Plan improperly classifies Claims, and there are reasonable and
good faith reasons for Debtor's classification of creditors.
Accordingly, the Plan complies with Section 1122.
Section 1123(b): Permissive Plan Provisions:
Here, the Plan constitutes (i) a motion by the Debtor to assume
each of their executory contracts or unexpired leases that were not
rejected or that are not being rejected, either pursuant to the
Plan or by separate motion, see Plan Sec. 5.1.1, and (ii) a motion
to reject each executory contract or expired lease that the Debtor
specifically designates as being rejected, if any. See Plan Sec.
5.1.4. Debtor reviewed each of its executory contracts and
unexpired leases and determined that the assumption, assumption and
assignment, or rejection as provided by the Plan is beneficial to
the Debtor and its creditors and is supported by valid business
justifications. Accordingly, the Debtor submits that the proposed
assumption, assignment, and rejection of executory contracts and
unexpired leases under the Plan satisfies the requirement of
Section 365. Further, the Plan provides that timely filed claims
for amounts owed under Section 365(b)(1) as a consequence of the
Debtor’s assumption or assignment of an executory contract or
unexpired lease shall be treated as Administrative Claims and also
provides an appropriate mechanism for the filing, resolution, and
treatment of claims for rejection damages. See Plan Sec. 5.3. Based
on the foregoing, the Plan complies fully with the requirements of
Sections 1122 and 1123 and, thus, satisfies the requirements of
Section 1129(a)(1).
Section 1129(a)(2): Plan Proponent's Compliance with the Bankruptcy
Code:
Here, Debtor complied with the applicable provisions of the
Bankruptcy Code, including the provisions of Sections 1125 and 1126
regarding disclosure and plan solicitation. Specifically, the Court
entered an order approving the Disclosure Statement under Section
1125 as containing adequate information of a kind and in sufficient
detail as far as is reasonably practical, such that the holders of
Claims and interests can make an informed judgment about the Plan.
ECF No. 234. Further, through this order, the Court approved the
Debtor’s proposed solicitation and voting procedures, which
Procedures the Debtor did in fact follow in soliciting acceptances
of the Plan. Id. As such, the Plan complies with Section
1129(a)(2).
Section 1129(a)(3): Good Faith:
Under the Plan, Debtor will pay the Holders of the Allowed Class 1
Sea Venture Secured Claim a monthly principal, interest, taxes, and
insurance payments in the amount of $1,343.64, which is based on
the stipulated amount of the Sea Venture Secured Claim, including
escrow arrears, $207,929.81, calculated on a 360-month amortization
schedule, at a fixed rate of 5.25%, with all amounts due upon the
maturity date of date April 1, 2035; Debtor agrees that any escrow
shortage that may result between the entry of the order approving
the Sea Venture Stipulation on May 14, 2020, and the entry of the
confirmation order shall be added to the stipulated amount of the
Sea Venture Secured Claim, and the monthly payment of $1,343.64,
shall be adjusted accordingly; the first monthly payment of
principal, interest, taxes, and insurance will have commenced on
June 1, 2020.
Section 1129(a)(5): Disclosure of Management and Insiders:
Under Section 1129(a)(5), the Plan discloses that on and after the
Effective Date, Debtor's present management will continue in such
roles on behalf of the Reorganized Debtor. Specifically, 365 REAL
ESTATE INVESTMENTS, LLC, will continue to serve as the managing
member and sole owner of Debtor. Importantly, 365 REAL ESTATE
INVESTMENTS, LLC’s involvement in the Reorganized Debtor is
imperative and serves the best interest of the creditors, as it
will infuse Debtor with any necessary funding to ensure the
feasibility of Debtor's Plan. In turn, 365 REAL ESTATE
INVESTMENTS, LLC is uniquely qualified to continue in its role and
to consummate and effectuate the Plan. Based on the foregoing
disclosures, the Plan satisfies Section 1129(a)(5).
Section 1129(a)(8): Class Acceptance:
Here, Class 1 (Sea Venture Secured Claim) is impaired and has voted
to accept the Plan. Class 2 (Roundup Secured Claim) is impaired and
has voted to accept the Plan. Class 3 (Sweeping Secured Claim) is
impaired and has voted to accept the Plan. Class 4 (Eastern
Secured Claim) is impaired and has voted to accept the Plan. Class
5 (General Unsecured Claims) is impaired and has voted to accept
the Plan. Class 6 (Equity Interest in Debtor) is unimpaired, and,
thus, is deemed to have accepted the Plan under Section 1126(f).
Section 1129(a)(10): Impaired Accepting Class:
Section 1129(a)(10) requires that "[i]f a class of claims is
impaired under the plan, at least one class of claims that is
impaired under the plan has accepted the plan, determined without
including any acceptance of the plan by an insider." 11 U.S.C. Sec.
1129(a)(10). Based upon the Ballot Summary, Class 1, Class 2, Class
3, and Class 5 are impaired and have accepted the Plan, and these
Classes do not include "insiders" as defined in Section 101(31).
Class 4 is impaired and an insider; however, as noted in the Ballot
Summary, its vote is not counted for purposes of achieving an
impaired accepting class. Thus, the Plan satisfies Section
1129(a)(10) as a non-insider impaired class has voted to accept the
Plan.
Section 1129(a)(11): Feasibility:
Here, the Plan is feasible. With respect to Class 1, the Plan
requires Debtor to pay the Holder of the Allowed Class 1 Sea
Venture Secured Claim a monthly principal, interest, taxes, and
insurance payments in the amount of $1,343.64, which is based on
the stipulated amount of the Sea Venture Secured Claim, including
escrow arrears, $207,929.81, calculated on a 360-month amortization
schedule, at a fixed rate of 5.25%, with all amounts due upon the
maturity date of date April 1, 2035; Debtor agrees that any escrow
shortage that may result between the entry of the order approving
the Sea Venture Stipulation on May 14, 2020, and the entry of the
confirmation order shall be added to the stipulated amount of the
Sea Venture Secured Claim, and the monthly payment of $1,343.64,
shall be adjusted accordingly; the first monthly payment of
principal, interest, taxes, and insurance will have commenced on
June 1, 2020.
Counsel for the Debtor:
Ryan A. Andersen, Esq.
Ani Biesiada, Esq.
ANDERSEN LAW FIRM, LTD.
3199 E Warm Springs Rd, Ste 400
Las Vegas, Nevada 89120
Phone: 702-522-1992
Fax: 702-825-2824
E-mail: ryan@vegaslawfirm.legal
E-mail: ani@vegaslawfirm.legal
About Twistleaf Holdings
Based in Las Vegas, Twistleaf Holdings LLC filed a Chapter 11
petition (Bankr. D. Nev. Case No. 19-10654) on Feb. 4, 2019. In
the petition signed by Shawn Samol, authorized representative, the
Debtor disclosed $399,233 in assets and $1,306,756 in liabilities.
The Hon. August B. Landis oversees the case. Andersen Law Firm,
Ltd., is the Debtor's bankruptcy counsel.
VERITAS FARMS: Incurs $1.23 Million Net Loss in Second Quarter
--------------------------------------------------------------
Veritas Farms, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.23 million on $2.21 million of sales for the three months
ended June 30, 2020, compared to a net loss of $1.33 million on
$2.97 million of sales for the three months ended June 30, 2019.
Alexander M. Salgado, CEO, and co-founder of Veritas Farms,
commented, "The 2020 business climate required us to make strategic
pivots to our business plan. Punctuated by our reduction in SG&A
expenses, our expansive e-commerce initiatives, and our launch of
Veritas Farms Hand Sanitizer, we continue to deliver the best hand
sanitizer and full spectrum hemp oil products to our customers and
grow our business despite COVID-19 related challenges. I applaud
our team's efforts and look forward to bringing our premium full
spectrum hemp oil to new customers."
For the six months ended June 30, 2020, the Company reported a net
loss of $3.55 million on $3.36 million of sales compared to a net
loss of $3.16 million on $4.49 million of sales for the six months
ended June 30, 2019.
As of June 30, 2020, the Company had $14.02 million in total
assets, $4.36 million in total liabilities, and $9.65 million in
total stockholders' equity.
"The accompanying financial statements have been prepared in
conformity with accounting principles generally accepted in the
United States, which contemplate continuation of the Company as a
going concern. However, the Company has sustained substantial
losses from operations since its inception. At June 30, 2020, the
Company had an accumulated deficit of $22,627,912, and a net loss
of $3,553,304 for the six months ended June 30, 2020. These
factors, among others, raise substantial doubt about the ability of
the Company to continue as a going concern. Continuation as a
going concern is dependent on the ability to raise additional
capital and financing, though there is no assurance of success. The
consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.
"The adverse public health developments and economic effects of the
current COVID-19 pandemic in the United States, could adversely
affect the Company's customers and suppliers as a result of
quarantines, facility closures, closing of "brick and mortar"
retail outlets and logistics restrictions imposed or which
otherwise occur in connection with the pandemic. More broadly, the
high degree unemployment resulting from the pandemic could
potentially lead to an extended economic downturn, which would
likely decrease spending, adversely affect demand for our products
and services and harm our business, results of operations and
financial condition. At this time, we cannot accurately predict
the effect the COVID-19 pandemic will have on the Company."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1669400/000121390020022631/f10q0620_veritasfarmsinc.htm
About Veritas Farms
Veritas Farms is a vertically-integrated agribusiness focused on
producing, marketing, and distributing whole plant, full spectrum
hemp oils and extracts containing naturally occurring
phytocannabinoids. Veritas Farms owns and operates a 140-acre farm
in Pueblo, Colorado, capable of producing over 200,000 proprietary
full spectrum hemp plants containing naturally occurring
phytocannabinoids which can potentially yield a minimum annual
harvest of over 200,000 pounds of outdoor-grown industrial hemp.
Veritas Farms reported a net loss of $11.15 million for the year
ended Dec. 31, 2019, compared to a net loss of $3.83 million for
the year ended Dec. 31, 2018.
Prager Metis CPA's LLC, in Hackensack, New Jersey, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated May 14, 2020 citing that the Company has sustained
substantial losses from operations since its inception. As of and
for the year ended Dec. 31, 2019, the Company had an accumulated
deficit of $19,074,608, and a net loss of $11,147,608. These
factors, among others, raise substantial doubt about the ability of
the Company to continue as a going concern.
WALKER INVESTMENT: Sept. 14 to File Disclosures and Plan
--------------------------------------------------------
Judge Neil P. Olack has ordered that the deadline for filing a
Disclosure Statement and proposed Plan of Reorganization of Walker
Investment Properties, LLC is extended from July 15, 2020, to Sept.
14, 2020.
About Walker Investment Properties
Walker Investment Properties, LLC, is a privately held real estate
investment company in Madison, Mississippi. The company sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Miss. Case No. 19-04313) on Dec. 4, 2019. The petition was signed
by Andrew C. Walker, manager/member. At the time of filing, the
company was estimated to have assets under $50,000 and liabilities
under $10 million. The case is assigned to Judge Neil P. Olack.
The company tapped R. Michael Bolen, Esq. at HOOD & BOLEN, PLLC as
counsel.
WILDWOOD VILLAGES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Wildwood Villages, LLC
d/b/a Wildwood Country Resort
5600 Heritage Blvd.
Wildwood, FL 34785
Business Description: Wildwood Villages, LLC is engaged in
activities related to real estate.
Chapter 11 Petition Date: August 28, 2020
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 20-02569
Debtor's Counsel: Matthew S. Kish, Esq., Esq.
SHAPIRO BLASI WASSERMAN & HERMANN, PA
7777 Glades Road, Suite 400
Boca Raton, FL 33434
Tel: 561-477-7800
E-mail: mkish@sbwh.law
Total Assets: $3,150,861
Total Liabilities: $3,428,386
The petition was signed by Jonathan Woods, manager.
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://www.pacermonitor.com/view/N4U2QIQ/Wildwood_Villages_LLC__flmbke-20-02569__0001.0.pdf?mcid=tGE4TAMA
WSRE GEORGIA: Seeks to Hire Lewis Brisbois as Counsel
-----------------------------------------------------
WSRE Georgia, LLC seeks authority from the US Bankruptcy Court for
the Northern District of Georgia to hire Lewis Brisbois Bisgaard &
Smith LLP as its counsel.
Services the counsel will render are:
a. advise the Debtor with respect to its rights, powers, and
duties as a debtor in possession in the continued management and
operation of its business and
management of its business;
b. advise the Debtor with respect to the conduct of its
chapter 11 case, including all of the legal and administrative
requirements in chapter 11;
c. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on the
Debtor's behalf, the defense of any actions commenced against the
Debtor, the negotiation of disputes in which the Debtor is
involved, and the preparation of objections to claims filed against
the Debtor's estate;
d. prepare on behalf of the Debtor all necessary motions,
applications, answers, orders, reports, and other papers in
connection with the administration of the Debtor's estate;
e. appear before the Court and any other courts to represent
the interests of the Debtor's estate before such courts;
f. attend meetings and represent the Debtor in negotiations
with representatives of creditors and other parties in interest;
g. negotiate and prepare documents relating to the disposition
of assets, as requested by the Debtor;
h. negotiate and prepare on behalf of the Debtor one or more
chapter 11 plans, disclosure statements, and all related documents;
and
i. perform such other legal services for the Debtor as may be
necessary and appropriate.
Lewis Brisbois' current hourly rates are:
Partners $550
Associates $375
Paralegals $170
Law Clerks $170
Leron E. Rogers, Esq. disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Leron E. Rogers, Esq.
LEWIS BRISBOIS BISGAARD & SMITH, LLP
1700 Lincoln Street, Suite 4000
Denver, CO 80203
Tel: (303) 861-7760
720-292-2016
Fax: (303) 861-7767
E-mail: leron.rogers@lewisbrisbois.com
About WSRE Georgia, LLC
WSRE Georgia, LLC, sought protection for relief under Chapter 11 of
the Bankruptcy Code ( Bankr. N.D. Ga. Case No. 20-67876) on July 7,
2020, listing under $1 million in both assets and liabilities.
Leron E. Rogers, Esq. at LEWIS BRISBOIS BISGAARD & SMITH, LLP,
represents the Debtor as counsel.
[^] BOND PRICING: For the Week from August 24 to 28, 2020
---------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
24 Hour Fitness Worldwide HRFITW 8.000 0.250 6/1/2022
24 Hour Fitness Worldwide HRFITW 8.000 1.741 6/1/2022
AECOM Global II LLC /
URS Fox US LP ACM 5.000 106.040 4/1/2022
AMC Entertainment Holdings AMC 5.750 28.136 6/15/2025
Activision Blizzard Inc ATVI 2.300 101.996 9/15/2021
Ahern Rentals Inc AHEREN 7.375 40.327 5/15/2023
Ahern Rentals Inc AHEREN 7.375 39.057 5/15/2023
American Airlines 2011-1
Class A Pass
Through Trust AAL 5.250 88.090 1/31/2021
American Airlines 2013-1
Class B Pass
Through Trust AAL 5.625 85.097 1/15/2021
American Energy- Permian
Basin LLC AMEPER 12.000 2.750 10/1/2024
American Energy- Permian
Basin LLC AMEPER 12.000 2.339 10/1/2024
American Energy- Permian
Basin LLC AMEPER 12.000 2.339 10/1/2024
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bank of America Corp BAC 2.087 99.749 9/3/2020
Basic Energy Services Inc BASX 10.750 20.142 10/15/2023
Basic Energy Services Inc BASX 10.750 18.914 10/15/2023
Bon-Ton Department
Stores Inc/The BONT 8.000 6.250 6/15/2021
Bristow Group Inc/old BRS 6.250 6.382 10/15/2022
Bristow Group Inc/old BRS 4.500 6.375 6/1/2023
Buffalo Thunder
Development Authority BUFLO 11.000 50.125 12/9/2022
CBL & Associates LP CBL 5.250 40.480 12/1/2023
CEC Entertainment Inc CEC 8.000 12.250 2/15/2022
CONSOL Energy Inc CEIX 11.000 40.399 11/15/2025
Calfrac Holdings LP CFWCN 8.500 10.497 6/15/2026
Calfrac Holdings LP CFWCN 8.500 10.420 6/15/2026
California Resources Corp CRC 8.000 2.500 12/15/2022
California Resources Corp CRC 8.000 2.090 12/15/2022
California Resources Corp CRC 6.000 2.250 11/15/2024
California Resources Corp CRC 6.000 2.119 11/15/2024
Callon Petroleum Co CPE 6.250 34.604 4/15/2023
Callon Petroleum Co CPE 6.125 33.347 10/1/2024
Callon Petroleum Co CPE 8.250 31.657 7/15/2025
Callon Petroleum Co CPE 6.125 30.632 10/1/2024
Callon Petroleum Co CPE 6.125 30.632 10/1/2024
Chaparral Energy Inc CHAP 8.750 10.000 7/15/2023
Chaparral Energy Inc CHAP 8.750 9.534 7/15/2023
Chesapeake Energy Corp CHK 11.500 12.500 1/1/2025
Chesapeake Energy Corp CHK 5.500 4.450 9/15/2026
Chesapeake Energy Corp CHK 6.625 4.000 8/15/2020
Chesapeake Energy Corp CHK 11.500 11.375 1/1/2025
Chesapeake Energy Corp CHK 7.000 4.000 10/1/2024
Chesapeake Energy Corp CHK 5.750 4.050 3/15/2023
Chesapeake Energy Corp CHK 4.875 4.050 4/15/2022
Chesapeake Energy Corp CHK 8.000 4.938 6/15/2027
Chesapeake Energy Corp CHK 8.000 4.250 1/15/2025
Chesapeake Energy Corp CHK 7.500 4.250 10/1/2026
Chesapeake Energy Corp CHK 8.000 3.500 3/15/2026
Chesapeake Energy Corp CHK 8.000 4.125 1/15/2025
Chesapeake Energy Corp CHK 8.000 4.189 6/15/2027
Chesapeake Energy Corp CHK 8.000 4.189 6/15/2027
Chesapeake Energy Corp CHK 8.000 4.083 3/15/2026
Chesapeake Energy Corp CHK 8.000 4.083 3/15/2026
Chesapeake Energy Corp CHK 8.000 4.125 1/15/2025
Continental Airlines
2000-1 Class A-1 Pass
Through Trust UAL 8.048 94.780 11/1/2020
Continental Airlines
2000-1 Class B Pass
Through Trust UAL 8.388 95.191 11/1/2020
Dean Foods Co DF 6.500 2.250 3/15/2023
Dean Foods Co DF 6.500 1.106 3/15/2023
Denbury Resources Inc DNR 9.000 51.000 5/15/2021
Denbury Resources Inc DNR 9.250 49.500 3/31/2022
Denbury Resources Inc DNR 6.375 15.500 12/31/2024
Denbury Resources Inc DNR 9.000 49.625 5/15/2021
Denbury Resources Inc DNR 9.250 41.875 3/31/2022
Denbury Resources Inc DNR 4.625 1.750 7/15/2023
Denbury Resources Inc DNR 5.500 1.750 5/1/2022
Denbury Resources Inc DNR 6.375 13.750 12/31/2024
Diamond Offshore Drilling DOFSQ 7.875 10.875 8/15/2025
Diamond Offshore Drilling DOFSQ 5.700 11.000 10/15/2039
Diamond Offshore Drilling DOFSQ 4.875 11.000 11/1/2043
Diamond Offshore Drilling DOFSQ 3.450 12.250 11/1/2023
ENSCO International Inc VAL 7.200 10.723 11/15/2027
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 22.500 5/15/2026
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 8.000 0.125 11/29/2024
EP Energy LLC / Everest
Acquisition Finance Inc EPENEG 7.750 27.000 5/15/2026
EnLink Midstream Partners ENLK 6.000 40.250 N/A
Endologix Inc ELGX 3.250 93.875 11/1/2020
Energy Conversion Devices ENER 3.000 7.875 6/15/2013
Energy Future Competitive
Holdings Co LLC TXU 1.041 0.072 1/30/2037
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 27.821 7/15/2023
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 28.256 7/15/2023
Extraction Oil & Gas Inc XOG 5.625 25.000 2/1/2026
Extraction Oil & Gas Inc XOG 7.375 23.780 5/15/2024
Extraction Oil & Gas Inc XOG 5.625 22.400 2/1/2026
Extraction Oil & Gas Inc XOG 7.375 23.795 5/15/2024
FTS International Inc FTSINT 6.250 35.273 5/1/2022
Federal Farm Credit
Banks Funding Corp FFCB 1.520 99.811 5/20/2030
Federal Farm Credit
Banks Funding Corp FFCB 2.140 99.567 9/4/2026
Federal Farm Credit
Banks Funding Corp FFCB 1.600 99.815 12/2/2030
Federal Farm Credit
Banks Funding Corp FFCB 1.780 99.862 6/2/2033
Federal Home Loan Banks FHLB 2.150 99.238 3/2/2029
Federal Home Loan Banks FHLB 1.700 99.765 3/3/2025
Federal Home Loan Banks FHLB 2.180 99.734 9/3/2026
Federal Home Loan Mortgage FHLMC 0.670 99.686 6/4/2024
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
Frontier Communications FTR 10.500 40.750 9/15/2022
Frontier Communications FTR 7.125 41.250 1/15/2023
Frontier Communications FTR 7.625 41.563 4/15/2024
Frontier Communications FTR 8.750 43.250 4/15/2022
Frontier Communications FTR 6.250 41.750 9/15/2021
Frontier Communications FTR 9.250 30.520 7/1/2021
Frontier Communications FTR 10.500 42.982 9/15/2022
Frontier Communications FTR 10.500 42.982 9/15/2022
GNC Holdings Inc GNC 1.500 1.375 8/15/2020
GTT Communications Inc GTT 7.875 35.588 12/31/2024
GTT Communications Inc GTT 7.875 35.455 12/31/2024
General Electric Co GE 5.000 80.875 N/A
Goodman Networks Inc GOODNT 8.000 43.000 5/11/2022
Great Western Petroleum
LLC / Great Western
Finance GRTWST 9.000 56.607 9/30/2021
Great Western Petroleum
LLC / Great Western
Finance GRTWST 9.000 56.607 9/30/2021
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
Grizzly Energy LLC VNR 9.000 6.000 2/15/2024
Guitar Center Inc GTRC 9.500 70.287 10/15/2021
Guitar Center Inc GTRC 9.500 70.491 10/15/2021
Hertz Corp/The HTZ 6.250 40.000 10/15/2022
Hi-Crush Inc HCR 9.500 3.500 8/1/2026
Hi-Crush Inc HCR 9.500 11.000 8/1/2026
High Ridge Brands Co HIRIDG 8.875 3.500 3/15/2025
High Ridge Brands Co HIRIDG 8.875 3.000 3/15/2025
HighPoint Operating HPR 7.000 25.083 10/15/2022
HighPoint Operating HPR 8.750 25.076 6/15/2025
Hornbeck Offshore Services HOSS 5.875 0.664 4/1/2020
International Wire Group ITWG 10.750 89.250 8/1/2021
International Wire Group ITWG 10.750 88.750 8/1/2021
J Crew Brand LLC /
J Crew Brand JCREWB 13.000 52.955 9/15/2021
JC Penney Corp JCP 6.375 0.750 10/15/2036
JC Penney Corp JCP 7.400 1.312 4/1/2037
JC Penney Corp JCP 5.875 37.970 7/1/2023
JC Penney Corp JCP 7.625 1.055 3/1/2097
JC Penney Corp JCP 8.625 0.625 3/15/2025
JC Penney Corp JCP 5.875 37.725 7/1/2023
JC Penney Corp JCP 7.125 0.802 11/15/2023
JC Penney Corp JCP 8.625 1.710 3/15/2025
JC Penney Corp JCP 6.900 0.304 8/15/2026
Jonah Energy LLC / Jonah
Energy Finance JONAHE 7.250 12.250 10/15/2025
Jonah Energy LLC / Jonah
Energy Finance JONAHE 7.250 15.254 10/15/2025
K Hovnanian Enterprises HOV 5.000 10.899 2/1/2040
K Hovnanian Enterprises HOV 5.000 10.899 2/1/2040
LSC Communications Inc LKSD 8.750 14.000 10/15/2023
LSC Communications Inc LKSD 8.750 14.080 10/15/2023
Lexicon Pharmaceuticals LXRX 5.250 61.000 12/1/2021
Liberty Media LMCA 2.250 48.150 9/30/2046
Lonestar Resources America LONE 11.250 16.242 1/1/2023
Lonestar Resources America LONE 11.250 14.853 1/1/2023
MAI Holdings MAIHLD 9.500 16.110 6/1/2023
MAI Holdings MAIHLD 9.500 16.110 6/1/2023
MAI Holdings MAIHLD 9.500 16.110 6/1/2023
MF Global Holdings Ltd MF 6.750 15.625 8/8/2016
MF Global Holdings Ltd MF 9.000 15.625 6/20/2038
Mashantucket Western
Pequot Tribe MASHTU 7.350 16.000 7/1/2026
McClatchy Co/The MNIQQ 6.875 2.500 3/15/2029
McClatchy Co/The MNIQQ 7.150 1.999 11/1/2027
McClatchy Co/The MNIQQ 6.875 11.528 7/15/2031
Men's Wearhouse Inc/The TLRD 7.000 2.125 7/1/2022
Men's Wearhouse Inc/The TLRD 7.000 1.505 7/1/2022
Moody's MCO 2.750 102.589 12/15/2021
Morgan Stanley MS 2.120 99.406 9/1/2020
Murray Energy MURREN 12.000 0.635 4/15/2024
Murray Energy MURREN 12.000 0.635 4/15/2024
NWH Escrow HARDWD 7.500 41.971 8/1/2021
NWH Escrow HARDWD 7.500 41.971 8/1/2021
Nabors Industries Inc NBR 5.750 27.198 2/1/2025
Nabors Industries Inc NBR 0.750 25.250 1/15/2024
Nabors Industries Inc NBR 5.750 28.020 2/1/2025
Nabors Industries Inc NBR 5.750 28.032 2/1/2025
Neiman Marcus Group NMG 7.125 8.500 6/1/2028
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 5.000 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 14.000 29.500 4/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 5.038 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 4.715 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 5.038 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 14.000 28.399 4/25/2024
Neiman Marcus Group Ltd NMG 8.000 58.750 10/15/2021
Neiman Marcus Group Ltd NMG 8.750 53.625 10/15/2021
Neiman Marcus Group Ltd NMG 8.000 58.750 10/15/2021
Neiman Marcus Group Ltd NMG 8.750 53.625 10/15/2021
NiSource NI 3.850 100.226 2/15/2023
Nine Energy Service Inc NINE 8.750 36.269 11/1/2023
Nine Energy Service Inc NINE 8.750 34.050 11/1/2023
Nine Energy Service Inc NINE 8.750 34.050 11/1/2023
Northwest Hardwoods Inc HARDWD 7.500 35.000 8/1/2021
Northwest Hardwoods Inc HARDWD 7.500 33.628 8/1/2021
OMX Timber Finance
Investments II LLC OMX 5.540 0.573 1/29/2020
Oasis Petroleum Inc OAS 6.875 17.747 3/15/2022
Oasis Petroleum Inc OAS 2.625 17.000 9/15/2023
Oasis Petroleum Inc OAS 6.875 19.702 1/15/2023
Oasis Petroleum Inc OAS 6.500 18.654 11/1/2021
Oasis Petroleum Inc OAS 6.250 18.047 5/1/2026
Oasis Petroleum Inc OAS 6.250 18.046 5/1/2026
Optimas OE Solutions
Holding LLC / Optimas
OE Solutions Inc OPTOES 8.625 53.000 6/1/2021
Optimas OE Solutions
Holding LLC / Optimas
OE Solutions Inc OPTOES 8.625 52.533 6/1/2021
Owens-Brockway Glass
Container Inc OI 5.000 100.995 1/15/2022
Owens-Brockway Glass
Container Inc OI 5.000 103.366 1/15/2022
PHH PHH 6.375 75.713 8/15/2021
Party City Holdings Inc PRTY 6.625 23.000 8/1/2026
Party City Holdings Inc PRTY 6.125 24.750 8/15/2023
Party City Holdings Inc PRTY 6.625 15.796 8/1/2026
Party City Holdings Inc PRTY 6.125 25.910 8/15/2023
Peabody Energy BTU 6.000 46.506 3/31/2022
Peabody Energy BTU 6.375 33.185 3/31/2025
Peabody Energy BTU 6.000 46.105 3/31/2022
Pride International LLC VAL 6.875 4.811 8/15/2020
Pride International LLC VAL 7.875 8.721 8/15/2040
Renco Metals RENCO 11.500 24.875 7/1/2003
Revlon Consumer Products REV 5.750 26.602 2/15/2021
Revlon Consumer Products REV 6.250 13.254 8/1/2024
Rolta LLC RLTAIN 10.750 5.693 5/16/2018
SESI LLC SPN 7.125 26.117 12/15/2021
SESI LLC SPN 7.125 40.250 12/15/2021
SESI LLC SPN 7.750 33.695 9/15/2024
SanDisk LLC SNDK 0.500 83.850 10/15/2020
SandRidge Energy Inc SD 7.500 0.500 2/15/2023
Sears Holdings SHLD 8.000 1.750 12/15/2019
Sears Holdings SHLD 6.625 9.000 10/15/2018
Sears Holdings SHLD 6.625 6.080 10/15/2018
Sears Roebuck Acceptance SHLD 6.750 0.692 1/15/2028
Sears Roebuck Acceptance SHLD 7.000 0.538 6/1/2032
Sears Roebuck Acceptance SHLD 6.500 0.818 12/1/2028
Sempra Texas Holdings TXU 5.550 13.500 11/15/2014
Summit Midstream Partners SMLP 9.500 15.250 N/A
Tapstone Energy LLC /
Tapstone Energy Finance TAPENE 9.750 0.742 6/1/2022
Tapstone Energy LLC /
Tapstone Energy Finance TAPENE 9.750 0.742 6/1/2022
Teligent Inc/NJ TLGT 4.750 40.681 5/1/2023
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tesla Energy Operations TSLAEN 3.600 91.570 11/5/2020
Transworld Systems Inc TSIACQ 9.500 27.000 8/15/2021
Ultra Resources Inc/US UPL 11.000 5.750 7/12/2024
Ultra Resources Inc/US UPL 7.125 0.250 4/15/2025
Ultra Resources Inc/US UPL 7.125 0.565 4/15/2025
Unit UNTUS 6.625 14.500 5/15/2021
Voyager Aviation Holdings
LLC / Voyager Finance Co VAHLLC 8.500 69.991 8/15/2021
Voyager Aviation Holdings
LLC / Voyager Finance Co VAHLLC 8.500 71.249 8/15/2021
Whiting Petroleum WLL 5.750 23.625 3/15/2021
Whiting Petroleum WLL 6.625 23.000 1/15/2026
Whiting Petroleum WLL 6.250 23.000 4/1/2023
Whiting Petroleum WLL 6.625 22.388 1/15/2026
Whiting Petroleum WLL 6.625 22.388 1/15/2026
Windstream Services LLC /
Windstream Finance WIN 6.375 2.666 8/1/2023
Windstream Services LLC /
Windstream Finance WIN 10.500 3.022 6/30/2024
Windstream Services LLC /
Windstream Finance WIN 9.000 1.315 6/30/2025
Windstream Services LLC /
Windstream Finance WIN 9.000 1.315 6/30/2025
Windstream Services LLC /
Windstream Finance WIN 7.500 5.000 6/1/2022
Windstream Services LLC /
Windstream Finance WIN 6.375 2.666 8/1/2023
Windstream Services LLC /
Windstream Finance WIN 8.750 2.750 12/15/2024
Windstream Services LLC /
Windstream Finance WIN 8.750 1.187 12/15/2024
Windstream Services LLC /
Windstream Finance WIN 10.500 3.022 6/30/2024
*********
Monday's edition of the TCR delivers a list of indicative prices
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*********
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