/raid1/www/Hosts/bankrupt/TCR_Public/200911.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, September 11, 2020, Vol. 24, No. 254
Headlines
121 LANGDON STREET: Has Until Nov. 12 to File Plan & Disclosures
ADAMIS PHARMACEUTICALS: Hikes Authorized Common Stock to 200M
ADAMIS PHARMACEUTICALS: Stockholders Approve 1 Proposal at Meeting
AGD SYSTEMS: Seeks to Hire Kelley Fulton as Counsel
ALL IN JETS: Seeks to Hire Ciardi Ciardi as Counsel
AMERICAN BLUE: Unsecured Creditors to Recover 10% to 15% in Plan
ARAL MANAGEMENT: Unsec. Creditors to Have 5% Recovery Over 5 Years
ARANDELL HOLDINGS: Hires HMP Advisory as Financial Advisor
ARANDELL HOLDINGS: Hires Port Advisors as Investment Banker
ARCHDIOCESE OF SANTA FE: Hires Jennifer Cantrell as Consultant
ASTROTECH CORP: Incurs $8.31 Million Net Loss in Fiscal 2020
AVAYA INC: Moody's Rates Proposed Senior Secured Notes 'B2'
B2B TECH: Plus 352 Objects to Second Amended Disclosure & Plan
BBRD LLC: Seeks to Hire Henry & Regel as Legal Counsel
BENEVIS CORP: Hires Conway MacKenzie as Financial Advisor
BIOSTAGE INC: Jeffrey Young Quits as Director
BRAMLETT MECHANICAL: Seeks to Hire Kelley & Clements as Counsel
BRIGGS & STRATTON: Committee Hires Brown Rudnick as Counsel
BROOKS BROTHERS CANADA: Case Summary & 20 Top Unsecured Creditors
CAYO INC: Gets Approval to Hire Darby Law as Bankruptcy Counsel
CENTURY 21: Case Summary & 30 Largest Unsecured Creditors
CLINIGENCE HOLDINGS: To File Second Amendment to Q2 Form 10-Q
COMCAR INDUSTRIES: Sets Sale Procedures for Remaining Assets
CORAL POINTE: Court Confirms Amended Plan of Reorganization
CORNERSTONE BUILDING: Moody's Rates $400MM Unsecured Notes 'Caa1'
DPW HOLDINGS: Construction of Luxury Hotel in Tribeca is Underway
DUNCAN MORGAN: Wants Until Oct. 2 to File Plan & Disclosures
ECI MACOLA: Moody's Affirms 'B3' CFR on Proposed Refinancing
ENERGY ALLOYS: Case Summary & 30 Largest Unsecured Creditors
EP TECHNOLOGY: Sept. 17 Plan Confirmation Hearing Set
EVEN STEVENS: Take 2 Objects to Disclosure Statement
EVERALD F. THOMPSON: Must Pay McNally $3,374 in Attorney Fees
EXTRACTION OIL: Plan to be Funded by Revenues & Asset Proceeds
EXTRACTION OIL: Taps Protiviti Inc. as Internal Controls Servicer
FAIRWAY GROUP: Hires Grant Thornton as Tax Advisor
FENER LLC: Seeks to Hire Alex Cooper as Auctioneer
FIRST CHOICE: Gets Approval to Hire Patel Law as Special Counsel
GADSDEN PROPERTIES: Inks Employment Contracts with Two Executives
GAUCHO GROUP: Stockholders Pass 5 Proposals at Annual Meeting
GDS TRANSPORT: Liquidity Services to Sell 25 Ford Crusader Buses
HI-CRUSH INC: Unsecureds' Recovery at 26.2% to 37.4% in Plan
HOTEL OXYGEN: Noteholders File Reorganization Plan for HOPS
HUDBAY MINERALS: Fitch Rates New Senior Unsecured Notes 'B+/RR4'
HUDBAY MINERALS: Moody's Rates Senior Unsecured Notes 'B3'
HVI CAT: Sept. 23 Trustee Auction of Substantially All Assets
IQOR HOLDINGS: Begins Voluntary, Prepackaged Chapter 11 Process
IQOR HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
JAMES H. G. NAISBY: Selling Long Beach Twp. Property for $1.83M
JEWELTEX ENTERPRISES: Court Approves Disclosure Statement
JONATHAN S. RESNICK: Hires Nicole Testa as Special Counsel
JRNA INC: Case Summary & 20 Largest Unsecured Creditors
JUAN L. LARINO: Vorhand Buying Newark Property for $476K Cash
KAIROS HOMES: Hires John Davis as Tax Accountant
KENTUCKY BIOSCIENCE: Seeks Court Approval to Hire Accountant
L&N TWINS: Unsec. Creditors to be Paid in Full in Liquidating Plan
LAPEER INDUSTRIES: Hires R.J. Montgomery as Appraiser
LEGENDS GOLF: Hires Lighthouse Tax as Accountant
LIZAMA CARRIERS: Unsecured Creditors to Have 50% Recovery in Plan
LUCKY BUMS: Sept. 10 Plan Confirmation Hearing Set
LUKE RAGSDALE: Farm Bureau Suit Stayed Due to Ch. 11 Bankr. Filing
M & H PINE: Newtek Says Plan Violates Absolute Priority Rule
M&T BRYANT: Unsecureds Will be Paid in Full in Plan
MAGNOLIA LANE: Unsec. Creditors to Have 10% Recovery Over 5 Years
MANZANA CAPITAL: Seeks to Hire Daniel Masters as Attorney
MERITAGE COMPANIES: Hires Przywojski LLC as Accountant
MERRICK COMPANY: Simms Buying All Remaining Assets for $142.5K
MESCO INC: Sept. 20 Hearing on Disclosure Statement
MILES SCOTT MCCORMICK: Sept. 17 Hearing on Palo Alto Property Sale
MTE HOLDINGS: Court Quashes Deposition Subpoena to Angelo Gordon
NATES AUTO REPAIR: Court Confirms Subchapter V Plan
NAVICURE INC: Moody's Affirms B3 CFR, Outlook Stable
NEWSTREAM HOTEL: Unsecureds Estimated Recovery 5%
NIELSEN FINANCE: Moody's Rates New Senior Unsecured Notes 'B2'
NKS HOLDINGS: Gets Approval to Hire Krisher-McKay as Broker
NKS HOLDINGS: To Seek Plan Confirmation Sept. 11
NORTHLAND CORPORATION: Hires Kaplan Johnson as Counsel
NPHSS LLC: CALCAP Income Fund Objects to Combined Disclosure & Plan
NTS W. USA: Seeks to Hire Arent Fox as Attorney
OFFSHORE SPECIALTY: Davie Shoring Contract Row Goes to Trial
PETASOS RESTAURANT: Plan Confirmation Hearing Slated for Sept. 11
PIER 1 IMPORTS: Amended Joint Plan Confirmed by Judge
PNW HEALTHCARE: Committee Hires Troutman Pepper as Counsel
POET TECHNOLOGIES: Signs Deal for a 400G Data Center Application
POTENTIAL DYNAMIX: Amazon Request to Depose Cone, Ashworth OK'd
PRO TECH MACHINING: Unsecured Creditors to Recover 20% Over 5 Years
QUICKEN LOANS: Moody's Rates Senior Unsecured Debt 'Ba1'
RADIATE HOLDCO: Moody's Affirms B2 CFR Amid $3.4BB Recapitalization
RAINBOW LAND: Court Conditionally Approves Disclosures Statement
RICH INDUSTRIES: Seeks to Hire Gregory K. Stern as Counsel
RISING PHOENIX: Seeks to Hire Cohen & Cohen as Bankruptcy Counsel
ROCK CREEK: Sept. 17 Hearing On Disclosure Statement
ROSEHILL RESOURCES: Emerges From Chapter 11 Bankruptcy
RWDY INC: Martin Suit Shelved Pending Bankr. Proceeding
SAFE HARBOR: Sept. 17 Deadline to File Plan and Disclosures
SANAM CONYERS: Unsecureds Will be Paid in Full
SCOTTS HOOK: Seeks to Hire Kerry Hettinger as Legal Counsel
SECURITY FIRST: Sept. 11 Deadline Set for Committee Questionnaires
SHEARER'S FOODS: Moody's Hikes CFR to B2, Outlook Stable
SINGLETON FOOD: Hylton Buying Ball Ground Property for $280K Cash
SLIDEBELTS INC: Seeks to Hire Reynolds Law Corp. as Legal Counsel
SUPER HERO KIDS: Unsecureds to Get 19% of Their Claims
SW GOLF: Gets Court Approval to Hire Real Estate Agent
TAMPA BAY MARINE: Taps Jennis Law Firm as Special Counsel
TEEWINOT LIFE: Seeks to Hire Stichter Riedel as Legal Counsel
TEKNIA NETWORKS: Seeks to Hire Buddy D. Ford as Legal Counsel
THEAG NORTH: Seeks to Hire CoreStrength as Financial Advisor
THEE TREE HOUSE: Lombardo Objects to Amended Plan & Disclosures
THOMPSON NATIONAL: Taps Arete Advisors to Provide Tax Services
TP REMAINCO: Unsecureds to Get Paid from GUC Beneficial Interests
TPT GLOBAL: Acquires Clinical Laboratory in West Palm Beach
TRIVASCULAR SALES: Dr. Andrew Kerr Opposes to Disclosure Statement
TRIVASCULAR SALES: U.S. Trustee Says Plan Patently Unconfirmable
TUESDAY MORNING: Hires CBRE as Real Estate Broker
UNIVERSAL HEALTH: Moody's Rates New Senior Secured Notes 'Ba1'
URSA PICEANCE: Sept. 14 Deadline Set for Committee Questionnaires
VIRTUOLOTRY LLC: Creditors to Get Paid from Property Sale Proceeds
VOLUSION LLC: Hires Mr. Stallkamp of Conway MacKenzie as CRO
VOLUSION LLC: Seeks to Hire Jackson Walker as Counsel
WADE PARK: Gets Approval to Hire Stone & Baxter as Legal Counsel
WEEKLEY HOMES: Moody's Rates Proposed $400MM Unsec. Notes 'B1'
X-TREME BULLETS: Court Approves Disclosure Statement
YUM! BRANDS: Moody's Rates Proposed $1.05-Bil. Unsec. Notes 'B1'
[^] BOOK REVIEW: The Rise and Fall of the Conglomerate Kings
*********
121 LANGDON STREET: Has Until Nov. 12 to File Plan & Disclosures
----------------------------------------------------------------
Judge Catherine J. Furay of the U.S. Bankruptcy Court for the
Western District of Wisconsin has entered an order within which the
time for debtor 121 Langdon Street Group, LLP to file a Plan of
Reorganization and to file a disclosure statement are extended to
and through Nov. 12, 2020.
A full-text copy of the order dated July 30, 2020, is available at
https://tinyurl.com/y63dgp89 from PacerMonitor.com at no charge.
About 121 Langdon Street
121 Langdon Street Group, LLP, is a privately held company whose
principal assets are located at 121 Langdon St., Madison, Wis. 121
Langdon Street Group filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Wis. Case No. 20-10125) on Jan.
17, 2020. In the petition signed by Harold Langhammer, partner,
the Debtor was estimated to have $1 million to $10 million in both
assets and liabilities. Judge Catherine J. Furay oversees the
case. Timothy J. Peyton, Esq., represents the Debtor.
ADAMIS PHARMACEUTICALS: Hikes Authorized Common Stock to 200M
-------------------------------------------------------------
Adamis Pharmaceuticals Corporation filed a Certificate of Amendment
of the Company's Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware to increase the number
of authorized shares of the Company's common stock from 100,000,000
to 200,000,000. The Company's stockholders approved the Amendment
on Sept. 3, 2020, which had previously been approved by the board
of directors of the Company, at the Company's 2020 annual meeting
of stockholders.
About Adamis Pharmaceuticals
Adamis Pharmaceuticals Corporation --
http://www.adamispharmaceuticals.com-- is a specialty
biopharmaceutical company primarily focused on developing and
commercializing products in various therapeutic areas, including
respiratory disease, allergy and opioid overdose. The company's
SYMJEPI (epinephrine) Injection 0.3mg and SYMJEPI (epinephrine)
Injection 0.15mg products were approved by the FDA for use in the
emergency treatment of acute allergic reactions, including
anaphylaxis.
Adamis reported a net loss of $29.31 million for the year ended
Dec. 31, 2019, compared to a net loss of $39 million for the year
ended Dec. 31, 2018. As of June 30, 2020, the Company had $39.70
million in total assets, $16.58 million in total liabilities, and
$23.12 million in total stockholders' equity.
Mayer Hoffman McCann P.C., in San Diego, California, the Company's
auditor since 2007, issued a "going concern" qualification in its
report dated March 30, 2020 citing that the Company has incurred
recurring losses from operations and is dependent on additional
financing to fund operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
ADAMIS PHARMACEUTICALS: Stockholders Approve 1 Proposal at Meeting
------------------------------------------------------------------
The 2020 annual meeting of stockholders of Adamis Pharmaceuticals
Corporation was reconvened on Sept. 3, 2020, to consider and vote
on (i) a proposal to approve an amendment to the Company's Restated
Certificate of Incorporation to increase the number of shares of
common stock authorized to be issued by the Company from
100,000,000 to 200,000,000, and (ii) a proposal to adopt and
approve an amendment to the Company's Restated Certificate of
Incorporation to effect a reverse stock split of the Company's
outstanding shares of common stock, if the Company's Board of
Directors in its discretion determines to effect a reverse stock
split at any time before Dec. 31, 2020, at a reverse stock split
ratio ranging from 1-for-2 to 1-for-15, as determined by the Board
of Directors at a later date.
At the reconvened Meeting, the stockholders:
(a) approved an amendment to the Company's Restated
Certificate of Incorporation to increase the number of
shares of common stock authorized to be issued by the
Company from 100,000,000 to 200,000,000; and
(b) did not approve an amendment to the Company's Restated
Certificate of Incorporation to effect a reverse stock
split of the Company's outstanding shares of common stock,
if the Company's Board of Directors in its discretion
determines to effect a reverse stock split at any time
before Dec. 31, 2020, at a reverse stock split ratio
ranging from 1-for-2 to 1-for-15, as determined by the
Board of Directors at a later date.
About Adamis Pharmaceuticals
Adamis Pharmaceuticals Corporation --
http://www.adamispharmaceuticals.com-- is a specialty
biopharmaceutical company primarily focused on developing and
commercializing products in various therapeutic areas, including
respiratory disease, allergy and opioid overdose. The company's
SYMJEPI (epinephrine) Injection 0.3mg and SYMJEPI (epinephrine)
Injection 0.15mg products were approved by the FDA for use in the
emergency treatment of acute allergic reactions, including
anaphylaxis.
Adamis reported a net loss of $29.31 million for the year ended
Dec. 31, 2019, compared to a net loss of $39 million for the year
ended Dec. 31, 2018. As of June 30, 2020, the Company had $39.70
million in total assets, $16.58 million in total liabilities, and
$23.12 million in total stockholders' equity.
Mayer Hoffman McCann P.C., in San Diego, California, the Company's
auditor since 2007, issued a "going concern" qualification in its
report dated March 30, 2020 citing that the Company has incurred
recurring losses from operations and is dependent on additional
financing to fund operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
AGD SYSTEMS: Seeks to Hire Kelley Fulton as Counsel
---------------------------------------------------
AGD Systems Corp., seeks authority from the U.S. Bankruptcy Court
for the Southern District of Florida to employ Kelley Fulton &
Kaplan, P.L., as counsel to the Debtor.
AGD Systems requires Kelley Fulton to:
a. give advice to the Debtor with respect to its powers and
duties as a Debtor in possession and the continued
management of its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
c. prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
d. protect the interest of the Debtor in all matters pending
before the court; and
e. represent the Debtor in negotiation with its creditors in
the preparation of a plan.
Kelley Fulton will be paid at the hourly rate of $550.
Kelley Fulton will be paid a retainer in the amount of $75,000.
Kelley Fulton will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Dana Kaplan, partner of Kelley Fulton & Kaplan, P.L., 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.
Kelley Fulton can be reached at:
Dana Kaplan, Esq.
KELLEY FULTON & KAPLAN, P.L.
1665 Palm Beach Lakes Blvd., Suite 1000
West Palm Beach, FL 33401
Tel: (561) 491-1200
Fax: (561) 684-3773
About AGD Systems Corp.
AGD Systems Corp. is a registered U.S. Defense contractor that
provides services such as aircraft modernization, acquisition,
training, logistics and sustainment.
AGD Systems Corp. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
20-18695) on Aug. 12, 2020. AGD Systems President Mark Daniels
signed the petition. At the time of the filing, Debtor disclosed
estimated assets of $1 million to $10 million and estimated
liabilities of $500,000 to $1 million. Judge Erik P. Kimball
oversees the case. Brian K. McMahon, P.A. is Debtor's legal
counsel.
ALL IN JETS: Seeks to Hire Ciardi Ciardi as Counsel
---------------------------------------------------
All In Jets, LLC d/b/a JetReady, seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Ciardi Ciardi & Astin, a counsel to the Debtor.
All In Jets requires Ciardi Ciardi to:
a. provide legal advice with respect to the Debtor's powers
and duties as the Debtor in possession in the continued
operation of its business and management of its property;
b. draft the Debtor's necessary applications, motions,
answers, orders, reports, and other legal papers to make
sure they conform to Local Rules;
c. appear in Court on behalf of the Debtor and in order to
protect the interests of the Debtor before the Court;
d. prepare and pursue confirmation of a plan and approval of a
disclosure statement; and
e. perform all other legal services for the Debtor that may be
necessary and proper in these proceedings.
Ciardi Ciardi will be paid at these hourly rates:
Albert A. Ciardi, III $515
Jennifer C. McEntee $350
Ciardi Ciardi will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Albert A. Ciardi, III, a partner of Ciardi Ciardi & Astin, 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.
Ciardi Ciardi can be reached at:
Albert A. Ciardi, III, Esq.
Jennifer Cranston McEntee, Esq.
CIARDI CIARDI & ASTIN
2005 Market Street, Suite 3500
Philadelphia, PA 19103
Tel: (215) 557-3550
E-mail: aciardi@ciardilaw.com
jcranston@ciardilaw.com
About All In Jets
All In Jets, LLC -- https://www.flyjetready.com/ -- is a private
jet charter operator and aircraft management company offering
flights worldwide with a floating charter fleet of heavy to midsize
jets including Gulfstream GIVSPs, Gulfstream GIVs, Challenger 601s
and Hawker 800 models.
All In Jets, LLC d/b/a Jet Ready, based in New York, NY, filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-11831) on Aug. 9,
2020. In the petition signed by Seth Bernstein, member, the Debtor
was estimated to have $500,000 to $1 million in assets and $1
million to $10 million in liabilities. The Hon. Michael E. Wiles
presides over the case. CIARDI CIARDI & ASTIN, serves as
bankruptcy counsel.
AMERICAN BLUE: Unsecured Creditors to Recover 10% to 15% in Plan
----------------------------------------------------------------
American Blue Ribbon Holdings, LLC and its affiliates filed the
First Amended Combined Disclosure Statement and Chapter 11 Plan of
Reorganization dated July 31, 2020.
On June 30, 2020, the Debtors filed a Motion of Debtors for Entry
of Order Approving the Sale of Certain of the Debtors' Assets Free
and Clear of All Liens, Claims, Encumbrances and Other Interests
and Authoring the Assumption and Assignment of Unexpired Leases in
Connection Therewith, wherein the Debtors sought Bankruptcy Court
approval of the WalkerDSC Purchase Agreement. On July 24, 2020, the
Bankruptcy Court entered an order approving the sale.
Class 3 consists of General Unsecured Claims. Class 3 is impaired
by the Combined Disclosure Statement and Plan. Holders of allowed
general unsecured claims are entitled to vote to accept or reject
the Combined Disclosure Statement and Plan. Holders of general
unsecured claims will receive a pro rata share of the GUC Plan
Consideration with estimated recovery of 10% to 15%.
A full-text copy of the First Amended Combined Plan and Disclosure
Statement dated July 31, 2020, is available at
https://tinyurl.com/y3tar3eq from PacerMonitor.com at no charge.
Co-Counsel to the Debtors:
NELSON, MULLINS, RILEY & SCARBOROUGH LLP
Shane G. Ramsey
John T. Baxter
150 Fourth Avenue, North, Suite 1100
Nashville, TN 37219
Tel: (615) 664-5355
Fax: (615) 664-5399
E-mail: shane.ramsey@nelsonmullins.com
john.baxter@nelsonmullins.com
- and –
B. Keith Poston
1320 Main Street
Columbia, SC 29201
Tel: (803) 255-9518
Fax: (803) 255-9038
E-mail: keith.poston@nelsonmullins.com
- and –
BAYARD, P.A.
Evan T. Miller
Daniel N. Brogan
Sophie E. Macon
600 N. King Street, Suite 400
Wilmington, DE 19801
Telephone: (302) 655-5000
Facsimile: (302) 658-6395
E-mail: emiller@bayardlaw.com
dbrogan@bayardlaw.com
smacon@bayardlaw.com
About American Blue Ribbon
Based in Nashville, Tennessee, American Blue Ribbon Holdings, LLC--
http://www.americanblueribbonholdings.com/-- operates two distinct
regional family dining restaurant brands -- Village Inn and Bakers
Square, as well as a bakery operation, Legendary Baking. Founded in
1958 and 1969, respectively, Village Inn and Bakers Square are
full-service sit-down family dining restaurant concepts that
feature a variety of menu items for all meal periods. As of the
Petition Date, in connection with the family dining business, the
Debtors operate 97 restaurants in 13 states, franchise 84 Village
Inn restaurants, and maintain an e-commerce presence as well.
Legendary Baking is the Debtors' manufacturing operation that
produces pies in two Debtor-owned production facilities. Legendary
Baking provides those pies to the Family Dining Business for sale
in Village Inn and Bakers Square restaurants while also selling
pies to other restaurants, independent bakers, and customers.
American Blue Ribbon Holdings and four affiliates, namely (1)
Legendary Baking, LLC, (2) Legendary Baking Holdings, LLC, (3)
Legendary Baking of California, LLC, and (4) SVCC, LLC, each filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 20-10161) on
Jan. 27, 2020.
As of the Petition Date, American Blue Ribbon Holdings estimated
between $100 million and $500 million in assets and between $50
million and $100 million in liabilities. The petitions were signed
by Kurt Schnaubelt, chief financial officer.
Judge Laurie Selber Silverstein is assigned to the cases.
Young Conaway Stargatt & Taylor, LLP and KTBS LAW LLP serve as the
Debtors' counsel. Epiq Corporate Restructuring, LLC is the
Debtors' claims and noticing agent.
ARAL MANAGEMENT: Unsec. Creditors to Have 5% Recovery Over 5 Years
------------------------------------------------------------------
Aral Management Group of Fall River, Inc. and its Debtor Affiliates
filed the Modified Disclosure Statement for the Modified Joint
Chapter 11 Plan of Reorganization.
Under the Plan, Mr. Robert Arruda will retain full ownership of his
equity in the Debtors and will remain personally liable for any
debt on which he is currently liable. In accordance with his
franchise agreements, Mr. Arruda cannot sell any of the Debtors
without the permission of Friendly's Franchising, LLC. Mr. Arruda
does not believe that Friendly's would consent to a forced sale by
a bankruptcy trustee or through a competing plan of reorganization.
Furthermore, with his decades of experience and demonstrated
commitment to the Debtors, Mr. Arruda believes he is best
positioned to lead the Debtors' successfully out of bankruptcy.
Class Seven consists of the Allowed General Unsecured Claims in
excess of $10,000. In full and complete satisfaction, settlement,
release and discharge of all Class 7 Claims, holders of Class 7
Claims will receive a 5% dividend on their Claims payable in
quarterly installments over five years commencing on the Effective
Date.
Class Eight consists of all Allowed General Unsecured Claims
totaling less than $10,000. In full and complete satisfaction,
settlement, release and discharge of all Class 8 Claims, holders of
Class 8 Claims shall receive a 5% dividend on their claims payable
in full in cash on the Effective Date.
Class Nine consists of Mr. Arruda's equity interests in the
Debtors. Mr. Arruda will retain his equity interests in the
Debtors.
The Plan will be funded from the Debtors' continued operations.
Upon the Effective Date, the Debtors are authorized to take all
action permitted by their Organization Documents and by the law,
including, without limitation, to use their Cash and other Assets
for all purposes provided for in the Plan and in their operations,
to the borrow funds, to transfer funds between the Reorganized
Debtors for any legitimate purpose, including but not limited to
cash management, to refinance their Secured obligations, and to
sell their existing Assets.
In order to increase the cash reserves of AMG Pembroke and AMG
Plymouth and to ensure their ability to perform their obligations
under the Plan, prior to the Effective Date AMG Fall River will
lend AMG Plymouth $35,000 and ARG S. Weymouth will lend AMG
Pembroke $8,000. These loans will bear interest at 2.5% and will
become due one year after the date of the last quarterly
distribution made under this Plan. No payments of principal or
interest on these loans will be made until the Debtors have
completed all payments required under this Plan.
A full-text copy of the Modified Disclosure Statement and Plan
dated July 31, 2020, is available at https://tinyurl.com/yxropklr
from PacerMonitor at no charge.
The Debtors are represented by:
Kate E. Nicholson
Nicholson P.C.
21 Bishop Allen Drive
Cambridge, MA 02139
Tel: (857) 600-0508
E-mail: knicholson@nicholsonpc.com
About Aral Restaurant Group
Aral Restaurant Group operates franchise of Friendly's Franchising,
LLC, at different locations in Massachusetts -- in Fall River,
Hyannis, Pembroke, Plymouth, and South Weymouth.
On Sept. 26, 2019, each of these branches sought Chapter 11
protection in Boston, Massachusetts, with Aral Restaurant Group of
Fall River, Inc. (Bankr. D. Mass. Case No. 13256) as the lead case.
In the petition signed by Robert Arruda, president, Aral Restaurant
Group of Fall River was estimated to have assets of not more than
$50,000 and liabilities between $1 million and $10 million. Judge
Frank J. Bailey oversees the Debtors' cases. NICHOLSON P.C. is the
Debtors' counsel.
ARANDELL HOLDINGS: Hires HMP Advisory as Financial Advisor
----------------------------------------------------------
Arandell Holdings, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ HMP Advisory Holdings, LLC d/b/a Harney Partners, as
financial advisor to the Debtors.
Arandell Holdings requires HMP Advisory to:
a. assist in managing the relationship and addressing any
issues that arise with the DIP Lenders,
b. assist in monitoring and managing cash availability and
liquidity during the case;
c. assist in evaluating and updating the Debtors' 13-week
cash flow forecast/DIP Budget, and in producing variance
reports and discussing them with the DIP Lenders;
d. assist in identification of cost reduction and operations
improvement opportunities;
e. assist in other financing issues including assistance in
preparation of reports and liaison with creditors;
f. assist with soliciting and negotiating terms of a
disposition of Debtors' assets, by way of a sale or
transfer of assets through a plan of reorganization or
liquidation approved by the Court; a sale or other transfer
of assets pursuant to the Bankruptcy Code;
g. support the investment banker in the preparation of written
materials describing the Assets for prospective buyers;
h. assist related to negotiation of a confidentiality
agreement with any prospective buyers as necessary and
providing them with written materials describing the
assets;
i. support the investment banker in structuring the bid
procedures for any sale of the Debtors' assets and the
related potential auction process, whether consummated
through a sale or under a plan of reorganization or
liquidation, or otherwise;
j. assist in negotiating with various stakeholders of the
Debtors, including but not limited to, secured and
unsecured creditors; and
k. provide other activities as are approved by the Debtors and
agreed to by the Firm.
HMP Advisory current hourly rates:
President/Executive Vice President $450 to $500
Managing Director $400 to $450
Senior Manager/Director $300 to $350
Manager $250 to $300
Senior Consultant $175 to $250
Support Staff $80 to $175
HMP Advisory will also be paid as follows:
a. Monthly Retainer: A retainer in the amount of $20,000
("Monthly Retainer").
b. Transaction Fee: A Transaction Fee will be due and payable
equal to 2.5% of the "Transaction Amount", minus 50% of the
total dollar amount of the Monthly Retainers paid hereunder
(the "Monthly Retainer Offset"). For the removal of doubt,
the Monthly Retainer Offset shall not exceed $120,000.
HMP Advisory will also be reimbursed for reasonable out-of-pocket
expenses incurred.
James G. Keane, managing director of HMP Advisory Holdings, LLC,
d/b/a Harney 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.
HMP Advisory can be reached at:
James G. Keane
HMP Advisory Holdings, LLC
d/b/a Harney Partners
1211 W. 22nd Street, Suite 303
Oak Brook, IL 60523
Tel (630) 655-3002
About Arandell Holdings
Arandell -- https://arandell.com/ -- is a commercial printing
company that is located in Menomonee Falls, Wisconsin. The
Company's largest customers are blue chip major retailers and
recognized brands using direct mail catalogs to promote both
in-store and e-commerce sales. Arandell's products and services
include the production and delivery of higher-end catalogs and
other promotional products along with related data analytics
services supporting the needs of marketers.
Arandell Holdings, Inc., based in Menomonee Falls, WI, and its
debtor affiliates sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 20-11941) on Aug. 13, 2020. The Hon. John T. Dorsey
presides over the case.
In the petition signed by Bradley J. Hoffman, president and CEO,
the Debtor was estimated $10 million to $50 million in assets and
$100 million to $500 million in liabilities.
STEINHILBER SWANSON LLP, and YOUNG CONAWAY STARGATT & TAYLOR, LLP,
serve as counsel. VON BRIESEN & ROPER S.C., is special corporate
counsel. HARNEY PARTNERS, as financial advisor. PROMONTORY POINT
CAPITAL, is investment banker. BMC GROUP, INC., as claims and
noticing agent.
ARANDELL HOLDINGS: Hires Port Advisors as Investment Banker
-----------------------------------------------------------
Arandell Holdings, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Port Advisors, LLC d/b/a Promontory Point Capital, as
investment banker to the Debtors.
Arandell Holdings requires Port Advisors to:
a. solicit and negotiate terms of a disposition of Debtors'
assets, by way of a sale or transfer of Assets, a merger or
other combination through a plan of reorganization or
liquidation approved by the Court; a sale or other transfer
of assets pursuant to the Bankruptcy Code, the Wisconsin
Uniform Commercial Code, Chapter 128 of the Wisconsin
Statutes, or any other transfer of Assets or control
thereof;
b. prepare written materials describing the Assets for
prospective buyers;
c. endeavor to contact prospective Purchasers who may have an
interest in acquiring the Debtors' business or the Assets
and advise the Debtors of the results of such contacts;
d. negotiate a confidentiality agreement with such prospective
Purchasers as necessary and provide them with written
materials describing the Assets;
e. prepare a sale program which may include marketing the
Assets through newspapers, telephone solicitation, the
Internet and such other methods as Professionals may deem
appropriate;
f. respond, provide information to, communicate and negotiate
with, and obtain offers for the Assets from prospective
Purchasers and make recommendations to Debtors on whether
to accept a particular offer;
g. work with the Debtors' counsel on structuring the bid
procedures for a sale of the Assets and the related
potential auction process, whether the final Transaction is
consummated through a sale of the Assets under section 363
of the Bankruptcy Code or under a plan of reorganization or
liquidation or otherwise; and
h. negotiate with various stakeholders of the Debtors,
including but not limited to, secured and unsecured
creditors and stockholders, regarding the possible
financial restructuring of either or both creditors' claims
against and stockholders' interests in the Debtors.
Port Advisors will be paid as follows:
a. A Monthly Retainer of $20,000.
b. Transaction Fee: A Transaction Fee equal to 2.5% of the
"Transaction Amount", minus 50% of the total dollar amount
of the Monthly Retainers paid hereunder (the "Monthly
Retainer Offset"). For the removal of doubt, the Monthly
Retainer Offset shall not exceed $120,000.
Port Advisors will also be reimbursed for reasonable out-of-pocket
expenses incurred.
William T. Penkwitz, a partner of Port Advisors, LLC d/b/a
Promontory Point Capital, 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.
Port Advisors can be reached at:
William T. Penkwitz
PORT ADVISORS, LLC
D/B/A PROMONTORY POINT CAPITAL
322 East Michigan Street, Suite 500
Milwaukee, WI 53202
About Arandell Holdings
Arandell -- https://www.arandell.com/ -- is a commercial printing
company that is located in Menomonee Falls, Wisconsin. The
Company's largest customers are blue chip major retailers and
recognized brands using direct mail catalogs to promote both
in-store and e-commerce sales. Arandell's products and services
include the production and delivery of higher-end catalogs and
other promotional products along with related data analytics
services supporting the needs of marketers.
Arandell Holdings, Inc., based in Menomonee Falls, WI, and its
debtor-affiliates sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 20-11941) on Aug. 13, 2020. The Hon. John T. Dorsey
presides over the case.
In the petition signed by Bradley J. Hoffman, president and CEO,
Arandell was estimated to have $10 million to $50 million in assets
and $100 million to $500 million in liabilities.
The Debtors tapped STEINHILBER SWANSON LLP, and YOUNG CONAWAY
STARGATT & TAYLOR, LLP, as counsel. VON BRIESEN & ROPER S.C., is
special corporate counsel. HARNEY PARTNERS, is the financial
advisor. PROMONTORY POINT CAPITAL, is the investment banker. BMC
GROUP, INC., is the claims and noticing agent.
ARCHDIOCESE OF SANTA FE: Hires Jennifer Cantrell as Consultant
--------------------------------------------------------------
Roman Catholic Church of The Archdiocese of Santa Fe seeks
authority from the U.S. Bankruptcy Court for the District of Mexico
to employ Jennifer Cantrell, CPA, PC, as consultant to the Debtor.
The Archdiocese of Santa Fe requires Jennifer Cantrell to assist in
the application for the Paycheck Protection Program Loan
Forgiveness issued by the U.S. Small Business Administration under
the Payroll Protection Program established by the Coronavirus Aid,
Relief, and Economic Security Act.
Jennifer Cantrell will charge $15,000 for its services, plus out of
pocket costs and gross receipts taxes. Jennifer Cantrell's fees
will be billed in six monthly installments of $2,500, plus out of
pocket expenses and gross receipts tax.
Jennifer Cantrell, partner of Jennifer Cantrell, CPA, PC, 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.
Jennifer Cantrell can be reached at:
Jennifer Cantrell
JENNIFER CANTRELL, CPA, PC
5024 4th Street NW
Albuquerque, NM 87107
Tel: (505) 343-9924
About Roman Catholic Church
of The Archdiocese of Santa Fe
The Roman Catholic Church of the Archdiocese of Santa Fe --
https://www.archdiosf.org/ -- is an ecclesiastical territory or
diocese of the southwestern region of the United States in the
state of New Mexico. At present, the Archdiocese of Santa Fe covers
an area of 61,142 square miles. There are 93 parish seats and 226
active missions throughout this area.
The Archdiocese of Santa Fe sought Chapter 11 protection (Bankr.
D.N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child abuse
claims. It reported total assets of $49,184,579 and total
liabilities of $3,700,000 as of the bankruptcy filing.
Judge David T. Thuma oversees the case.
The archdiocese tapped Elsaesser Anderson, Chtd. and Walker &
Associates, P.C., as bankruptcy counsel; Stelzner, Winter,
Warburton, Flores, Sanchez & Dawes, P.A as special counsel; and
REDW, LLC as accountant.
ASTROTECH CORP: Incurs $8.31 Million Net Loss in Fiscal 2020
------------------------------------------------------------
Astrotech Corporation filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$8.31 million on $488,000 of revenue for the year ended June 30,
2020, compared to a net loss of $7.53 million on $127,000 of
revenue for the year ended June 30, 2019.
"With the sales of our TRACER 1000 product proving the validity of
our next generation mass spectrometry technology, we are eager to
expand the markets we serve. AgLAB, Inc. has licensed the
technology for the agriculture market and is developing the
AgLAB-1000 series of mass spectrometers for the fast-growing hemp
and cannabis industry. In addition, BreathTech Corporation has
licensed the technology for the breath analysis market and is
developing the BreathTest-1000 to screen for volatile organic
compound (VOC) metabolites in the breath caused by diseased lungs.
We hope that 1st Detect will see a growing demand for the TRACER
1000 and that AgLAB and BreathTech will successfully complete the
development of the AgLAB-1000 and the BreathTest-1000. We believe
that we are positioned well for future growth with highly
differentiated products for attractive and growing markets," stated
Thomas B. Pickens, chairman and chief executive officer of
Astrotech Corporation. "This coming fiscal year will be defining
for us as we look to expand sales of the TRACER 1000, launch the
AgLAB-1000 in the hemp and cannabis market, and offer a game
changing breath analysis tool to help in the battle against
COVID-19."
As of June 30, 2020, the Company had $5.93 million in total assets,
$5.30 million in total liabilities, and $625,000 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. 8, 2020, 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.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1001907/000156459020042788/astc-10k_20200630.htm
About Astrotech
Astrotech (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. 1st
Detect develops, manufactures, and sells trace detectors for use in
the security and detection market. AgLAB is developing chemical
analyzers for use in the agriculture market. BreathTech is
developing a breath analysis tool to provide early detection of
lung diseases. Astrotech is headquartered in Austin, Texas.
AVAYA INC: Moody's Rates Proposed Senior Secured Notes 'B2'
-----------------------------------------------------------
Moody's Investors Service affirmed Avaya Inc.'s ratings, including
the B2 Corporate Family Rating and assigned a B2 rating to the
company's proposed senior secured note offering. The new notes will
refinance a similar amount of senior secured term debt, effectively
pushing out maturity on a portion of the term debt that was due in
2024. The ratings outlook is stable.
RATINGS RATIONALE
The affirmation of the B2 CFR reflects Avaya's significant cash
balance, solid Q3 2020 performance, and Moody's expectation of flat
to modestly growing revenues and improving margins. Revenues were
up slightly in the June 2020 quarter. Though it is too early to
determine if June results represent a stabilization of revenues
after years of declines, the results were encouraging. If the
company can maintain stable revenues in its core businesses, the
addition of Avaya Cloud Office ("ACO", the new cloud product from
the Ring Central partnership) should drive modest overall growth.
However, the increasing shift of its core business to a
subscription model will delay cash flow as payments are spread over
time rather than upfront. The subscription model is a more stable
model longer term and generally results in higher revenue over
time. Although the shift to subscription model will result in
significantly lower, and potentially negative free cash flow in the
initial years, Avaya's large cash position ($742 million as of June
30, 2020) should be sufficient to fund the company through the
transition.
The B2 CFR incorporates Avaya's relatively high leverage and the
challenges of stabilizing historical performance declines, partly
offset by the company's scale and leading positions in the unified
communications (UC) and contact center (CC) industries. The UC and
CC industries continue to evolve rapidly and although Avaya has
lost significant market share over the last decade, it remains one
of the largest players in its core segments. Avaya's contact center
business is expected to grow modestly but growth will depend on the
success of the company's new cloud-based offering. The UC business
is showing signs of stabilization largely as a result of the need
of customers to work remotely and could grow moderately driven by
the new multitenant cloud UC line (based on Avaya's recent
partnership with RingCentral) in Q4 fiscal 2020 and fiscal 2021.
Earlier revenue declines arose from competitive pressures
(including the lack of a true multitenant cloud UC or CC offering)
and the winding down of the legacy hardware business and services.
The COVID19 pandemic is accelerating customers' needs for updated
communications systems, particularly with the ability to
accommodate large remote workforces on a secure platform. Pro forma
leverage is estimated around 5x excluding certain one time and
non-cash costs as of June 30, 2020 (and over 5.5x on an actual
basis) and is expected remain at this elevated level.
Financial policy continues to be a ratings driver given the
company's high leverage. Although the company made a significant
level of share buybacks after announcing the RingCentral
transaction in October 2019, Moody's expects the company will limit
buybacks significantly during the transition to a subscription
model, particularly while free cash flow remains limited.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation of flat to low
single digit revenue growth and improving margins as the ACO
product line gains traction but with breakeven or below cash flow
and limited debt repayment through 2021. The ratings could be
upgraded if performance improves, leverage falls below 4.5x and
free cash flow to debt exceeds 10%. The ratings could be downgraded
if revenue and EBITDA levels do not stabilize, leverage exceeds
5.5x on other than a temporary basis or liquidity weakens.
Liquidity is good supported by over $700 million of cash as of June
30, 2020 and an unrated ABL revolving credit facility ($72 million
available on a $300 million facility as of June 30, 2020). Free
cash flow will be weak over the next 12-18 months however due
largely to the growing shift to a subscription model. In addition,
sales of the ACO product were effectively prepaid by RingCentral
and no additional cash will be collected until the prepayment has
been amortized.
Affirmations:
Issuer: Avaya Inc.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured Bank Credit Facility, Affirmed B2 (LGD3)
Assignments:
Issuer: Avaya Inc.
Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3)
Outlook Actions:
Issuer: Avaya Inc.
Outlook, Remains Stable
Avaya Inc. is a global leader in enterprise telephony systems with
approximately $2.8 billion of revenue for the twelve months ended
June 30, 2020.
The principal methodology used in these ratings was Diversified
Technology published in August 2018.
B2B TECH: Plus 352 Objects to Second Amended Disclosure & Plan
--------------------------------------------------------------
Plus 352, S.A., objects to Second Disclosure Statement and the
Second Amended Chapter 11 Plan of debtor B2B Tech USA, LLC.
Plus 352 points out that the Debtor has not provided any objective
fact or factors to support the feasibility of the chapter 11 plan.
The only sizeable "income" the Debtor received since its 2018
inception was in 2019 when the sales and revenue were based solely
on Plus 352’s fulfilled orders direct to Amazon who, in turn,
paid the Debtor direct in full.
Plus 352 claims that the Debtor has failed to account for and
disclose the pre-petition transfers of approximately $39,000 to
Giraud's wife (not an employee of the Debtor), approximately
$15,000 to Giraud's personal account and approximately $20,000 to
the Debtor's non-filing sister operation known as Licensed
Accessories.
Plus 352 states that the Debtor's Plan is to provide a five year
payment plan to Plus 352, interest free, to make up for the "rob
Peter to pay Paul" prepetition scheme to the detriment of Plus 352.
Plus 352 asserts that it is apparent that the filing of the instant
Chapter 11 was motivated by Giraud’s personal Visa interests
knowing that the operation of the Debtor is the sole means of
maintaining the Visa and being able to stay in the United States as
opposed to a true reorganization to the benefit of Plus 352, its
sole creditor for the most part other than two freight company
nominal claims.
Plus 352 further asserts that the Debtor has not provided any
support for the substantial increase in revenue from $65,000 in
2020 to $320,000 in 2021 or thereafter to $650,000 in year 2025.
As such, there is insufficient objective facts presented to
substantiate the predictions made.
A full-text copy of Plus 352, S.A.'s objection to disclosure
statement and plan dated July 30, 2020, is available at
https://tinyurl.com/y4g484pj from PacerMonitor.com at no charge.
Plus 352 is represented by:
VICTOR H. VESCHIO
GIBBONS NEUMAN
3321 Henderson Blvd.
Tampa, Florida 33609
E-mail: bankruptcy@gibblaw.com
Tel: (813) 877-9222
Fax: (813) 877-9290
About B2B Tech USA
B2B Tech USA, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01258) on Feb. 14,
2020. At the time of the filing, the Debtor had estimated assets
of less than $50,000 and liabilities of between $50,001 and
$100,000. The Debtor tapped Buddy D. Ford, P.A., as its legal
counsel.
BBRD LLC: Seeks to Hire Henry & Regel as Legal Counsel
------------------------------------------------------
BBRD, LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to hire Henry & Regel, LLC as its legal
counsel.
The firm will provide the following legal services:
(a) advise Debtor of its powers and duties;
(b) take all necessary actions to protect and preserve
Debtor's estate;
(c) prepare all necessary motions, reports and other legal
papers;
(d) assist Debtor in preparing a disclosure statement and
related documents; and
(e) perform other legal services for Debtor in connection with
its Chapter 11 case.
The firm will be paid at hourly rates as follows:
John P. Henry $450
Partner and Associate Attorneys $350
Paralegals and Legal Assistants $30-$50
On May 13, 2020, the firm received a retainer of $20,000 from
Debtor, plus the filing fee of $1,717.
John Henry, Esq., at Henry & Regel, disclosed in court filings that
his firm is disinterested within the meaning of Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
John Henry, Esq.
Henry & Regel, LLC
2100 Ross Avenue, Suite 800
Dallas, TX 75201
Telephone: (972) 338-3630
Facsimile: (888) 909-9312
Email: John@henryregel.com
About BBRD LLC
BBRD, LLC, a Lubbock, Texas-based company that operates a hamburger
restaurant, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 20-32079) on July 31, 2020.
At the time of the filing, Debtor had estimated assets of between
$1 million and $10 million and liabilities of between $100,000 and
$500,000. Jason Boso, president and manager, signed the petition.
Judge Michelle V. Larson oversees the case. Henry & Regel, PLLC is
Debtor's legal counsel.
BENEVIS CORP: Hires Conway MacKenzie as Financial Advisor
---------------------------------------------------------
Benevis Corp., and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Conway MacKenzie Management Services, LLC, as financial advisor to
the Debtors.
Benevis Corp. requires Conway MacKenzie to:
(a) oversee all cash and liquidity management;
(b) in cooperation with the CEO, the CFO and other applicable
officers of the Debtors, develop and implement cash
management strategies, tactics and processes;
(c) oversee the Debtors' short-term cash flow forecasting
tools and related methodologies and assist with day-to-day
operational planning and for the evaluation of strategic
alternatives as requested by the Debtors;
(d) oversee the development and execution of a tactical re-
opening plan with detailed supporting analysis, action
steps and timelines/objectives;
(e) identify future operational improvements, fixed cost
reductions, and additional cost savings opportunities, as
applicable;
(f) lead the development and execution of the Debtors'
strategy to optimize its office footprint and associated
liability management;
(g) lead the development of the Debtors' strategic business
plan, and such other related forecasts as may be required
by lenders in connection with negotiations or by the
Debtors for other corporate purposes;
(h) oversee the development of restructuring plans or
strategic alternatives intended to maximize the enterprise
value of the Debtors;
(i) assist the Debtors in preparing contingency plans in the
event that a Chapter 11 bankruptcy filing is required and,
if a filing is required, thereafter to support the Debtors
as needed in its Chapter 11 proceedings;
(j) support the development of the Debtors' strategic business
plan, and such other related forecasts as may be required
by lenders in connection with negotiations or by the
Debtors for other corporate purposes;
(k) oversee the development of restructuring plans or
strategic alternatives intended to maximize the enterprise
value of the Debtors;
(l) evaluate the short-term Debtors-prepared cash flows and
financing requirements of the Debtors as it relates to the
Debtors' planned Chapter 11 proceedings;
(m) lead the Debtors in its planned Chapter 11 proceedings,
including preparation and oversight of its financial
statements and schedules related to the bankruptcy
process, monthly operating reports, first day pleadings,
and other information required in the bankruptcy;
(n) assist the Debtors in obtaining court approval for use of
cash collateral or other financing including developing
forecasts and information;
(o) assist the Debtors with respect to its bankruptcy-related
claims management and reconciliation process;
(p) assist the Debtors in development of a plan of
reorganization, including preparation of a liquidation
analysis, historical financial data and projections;
(q) assist management, where appropriate, in communications
and negotiations with other constituents critical to the
successful execution of the Debtors' bankruptcy
proceedings;
(r) work with the Debtors, as appropriate, and its retained
investment banking professionals, to assess any offer(s)
made pursuant to bankruptcy court-approved sale
procedures;
(s) assist the Debtors in communications with key
constituents, as requested, including lenders, equity
holders, customers, and/or other stakeholders;
(t) provide other services as deemed appropriate and as agreed
to by Conway MacKenzie.
Conway MacKenzie will be paid at these hourly rates:
Managing and Senior Managing Directors $575 to $700
Analysts, Senior Associates, and Directors $415 to $500
Paraprofessionals $135 to $250
Conway MacKenzie is currently holding a retainer in the amount of
$200,000.
Conway MacKenzie will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Scott Mell, managing director of Conway MacKenzie Management
Services, LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Conway MacKenzie can be reached at:
Scott Mell
CONWAY MACKENZIE MANAGEMENT
SERVICES, LLC
2515 McKinney Avenue, Suite 1200
Dallas, TX 75201
Tel: (214) 891-5500
About Benevis Corp.
Benevis Corp. -- https://www.benevis.com/ -- provides non-clinical,
business support services to dental practices in 17 states.
Benevis and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 20-33918) on
Aug. 2, 2020. At the time of the filing, Debtors had estimated
assets of between $100 million and $500 million and liabilities of
between $1 billion and $10 billion.
Judge David R. Jones oversees the cases.
Debtors have tapped Jackson Walker LLP as their legal counsel,
Conway MacKenzie Management Services, LLC as restructuring advisor,
and Lincoln Partners Advisors, LLC as financial advisor.
BIOSTAGE INC: Jeffrey Young Quits as Director
---------------------------------------------
Jeffrey Young notified the Chairman of the Board of Directors of
Biostage, Inc. of his intention to resign as a director of the
Company, effective Sept. 3, 2020. At the time of his resignation,
Mr. Young was the chair of the Companys Audit Committee. The
Company is actively in the process of identifying a qualified
candidate to replace Mr. Young on the Board and its Audit
Committee.
About Biostage Inc.
Headquartered in Holliston, Massachusetts, Biostage --
http://www.biostage.com/-- is a bio-engineering company that is
developing next-generation esophageal implants. The Company's
Cellspan technology combines a proprietary, biocompatible scaffold
with a patient's own cells to create an esophageal implant that
could potentially be used to treat pediatric esophageal atresia and
other conditions that affect the esophagus. The Company's
esophageal implant leverages the body's inherent capacity to heal
itself as it is a "living tube" that facilitates regeneration of
esophageal tissue and triggers a positive host response resulting
in a tissue-engineered neo-conduit that restores continuity of the
esophagus. These implants have the potential to dramatically
improve the quality of life for children and adults.
Biostage reported a net loss of $8.33 million for the year ended
Dec. 31, 2019, compared to a net loss of $7.53 million for the year
ended Dec. 31, 2018. As of June 30, 2020, the Company had $1.38
million in total assets, $1.15 million in total liabilities, and
$230,000 in total stockholders' equity.
RSM US LLP, in Boston, Massachusetts, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
March 27, 2020 citing that the Company has suffered recurring
losses from operations, has an accumulated deficit, uses cash flows
in operations, and will require additional financing to continue to
fund operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
BRAMLETT MECHANICAL: Seeks to Hire Kelley & Clements as Counsel
---------------------------------------------------------------
Bramlett Mechanical Company, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire
Kelley & Clements, LLP as its legal counsel.
Bramlett Mechanical requires the firm's legal assistance for the
following purposes:
a. advise and consult with Debtor concerning the
administration of the estate and its rights and remedies with
regard to the estate's assets;
b. represent Debtor's interest in the Chapter 11 case;
c. investigate and prosecute preference and other actions
arising under Debtor's avoidance powers; and
d. assist in the preparation of legal papers and advise Debtor
in connection with the operation of its business.
The law firm's billing rates range from $350 per hour for partners
to $125 per hour for paraprofessionals.
Jonathan Clements, Esq., a partner at Kelley & Clements, disclosed
in court filings that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
Kelley & Clements can be reached at:
Jonathan D. Clements, Esq.
Kelley & Clements LLP
PO Box 2758
Gainesville, GA 30503-2758
Telephone: (770) 531-0007
Email: jclements@kelleyclements.com
About Bramlett Mechanical Company
Bramlett Mechanical Company, Inc., a Winder, Ga.-based plumbing
company, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 20-21135) on Aug. 20, 2020. At the time
of the filing, Debtor had estimated assets of up to $50,000 and
liabilities of between $1 million and $10 million. Kelley &
Clements LLP is Debtor's legal counsel.
BRIGGS & STRATTON: Committee Hires Brown Rudnick as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Briggs & Stratton
Corporation, and its debtor-affiliates seeks authorization from the
U.S. Bankruptcy Court for the Eastern District of Missouri to
employ Brown Rudnick, LLP, as counsel to the Committee.
Briggs & Stratton requires Brown Rudnick to:
a. assist and advise the Committee in its discussions with the
Debtors and other parties-in-interest regarding the overall
administration of these cases;
b. 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;
c. assist and advise the Committee in its examination and
analysis of the conduct of the Debtors' affairs;
d. review and analyze pleadings, orders, schedules, and other
documents filed and to be filed with this Court by
interested parties in these Cases; advising the Committee
as to the necessity, propriety, and impact of the foregoing
upon these Cases; and consenting or objecting to pleadings
or orders on behalf of the Committee, as appropriate;
e. 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;
f. assist, advise and represent the Committee with respect to
the Debtors' retention of professionals and advisors with
respect to the Debtors' business and these Cases;
g. confer with the professionals retained by the Debtors and
other parties-in-interest, as well as with such other
professionals as may be selected and employed by the
Committee;
h. 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 Committee or other parties-in-
interest in these cases;
i. assist, advise and represent the Committee in the
evaluation of claims and on any litigation matters,
including avoidance actions;
j. participate in such examinations of the Debtors and other
witnesses as may be necessary in order to analyze and
determine, among other things, the Debtors' assets and
financial condition, whether the Debtors have made any
avoidable transfers of property, or whether causes of
action exist on behalf of the Debtors' estates;
k. assist and advise the Committee in connection with any sale
of any or substantially all of the Debtors' assets;
l. assist and advise the Committee in connection with
analyzing estate assets, including, without limitation, any
estate causes of action against any parties;
m. negotiate and, if necessary or advisable, formulating a
plan of reorganization or liquidation for the Debtors; and
n. assist the Committee generally 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.
Brown Rudnick will be paid at these hourly rates:
Attorneys $510 to $1,700
Paraprofessionals $375 to $465
Brown Rudnick will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Oksana P. Lashko, partner of Brown Rudnick, LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) is not creditors,
equity security holders or insiders of the Debtors; (b) has not
been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
Brown Rudnick can be reached at:
Robert J. Stark, Esq.
Oksana P. Lashko, Esq.
Andrew M. Carty, Esq.
BROWN RUDNICK LLP
Seven Times Square
New York, NY 10036
Tel: (212) 209-4800
E-mail: rstark@brownrudnick.com
olashko@brownrudnick.com
acarty@brownrudnick.com
About Briggs & Stratton
Briggs & Stratton Corporation is a producer of gasoline engines for
outdoor power equipment and a designer, manufacturer and marketer
of power generation, pressure washer, lawn and garden, turf care,
and job site products. The Company's products are marketed and
serviced in more than 100 countries on six continents through
40,000 authorized dealers and service organizations. Visit
https://www.basco.com for more information.
Briggs & Stratton Corporation and four affiliates concurrently
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 20-43597) on July
20, 2020. The petitions were signed by Mark A. Schwertfeger, senior
vice president and chief financial officer. At the time of the
filing, Briggs & Stratton Corporation disclosed total assets of
$1,589,398,000 and total liabilities of $1,350,058,000 as of March
29, 2020.
Judge Barry S. Schermer oversees the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as bankruptcy
counsel; Carmody MacDonald P.C. as local counsel; Foley & Lardner
LLP as corporate counsel; Houlihan Lokey Inc. as investment banker;
Ernst & Young, LLP as restructuring and tax advisor; Deloitte LLP
as auditor and tax consultant; and Kurtzman Carson Consultants, LLC
as claims and noticing agent.
The Office of the U.S. Trustee appointed a committee to represent
unsecured creditors in Debtors' Chapter 11 cases.
BROOKS BROTHERS CANADA: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Brooks Brothers Canada Ltd.
100 Phoenix Avenue
Enfield, CT 06082
Business Description: Brooks Brothers --
https://www.brooksbrothers.com --
is a clothing retailer with over
1,400 locations in over 45 countries.
While famous for its clothing offerings
and related retail services, Brooks
Brothers is known as a lifestyle brand
for men, women, and children, which
markets and sells footwear, eyewear,
bags, jewelry, watches, sports articles,
games, personal care items, tableware,
fragrances, bedding, linens, food items,
beverages, and more.
Chapter 11 Petition Date: September 10, 2020
Court: United States Bankruptcy Court
District of Delaware
Case No.: 20-12112
Judge: Hon. Christopher S. Sontchi
Debtor's
Chapter 11
Counsel: Zachary I. Shapiro, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square, 920 North King Street
Wilmington, Delaware 19801
Tel: (302) 651-7700
Email: shapiro@rlf.com
- and -
Garrett A. Fail, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Email: garrett.fail@weil.com
Debtor's
Recognition
Proceedings
Counsel: OSLER, HOSKIN & HARCOURT LLP
100 King St. W
Toronto, Ontario M5X 1B8
Debtor's
Investment
Banker: PJ SOLOMON, L.P.
1345 Avenue of the Americas
31st Floor
New York, New York 10105
Debtor's
Financial
Advisor: ANKURA CONSULTING GROUP LLC
485 Lexington Avenue, 10th Floor
New York, New York 10017
Debtor's
Claims,
Noticing &
Solicitation
Agent: PRIME CLERK
One Grand Central Place
60 East 42nd Street, Suite 1440
New York, NY 10165
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Stephen Marotta, chief restructuring
officer.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/RLUA3IY/Brooks_Brothers_Canada_Ltd__debke-20-12112__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. 110 Bloor Street West, Inc. Rent $2,832,096
One Queen St. East,
Ste 1925 Box 72
c/o Cushman & Wakefield Asset Services
Toronto, On M5C 2W5 Canada
Attn: Violet Wytiuk
Tel: 416-360-7940
Email: violet.wytiuk@cushwake.com
2. Royal Bank Plaza Rent $1,011,343
Oxford Properties Group Inc
c/o Royal Bank Plaza
200 Bay Street Suite 1305 South Tower
Toronto, ON M5J 2J1
Canada
Attn: John Spano
Tel: 416-865-6832
Email: jspano@oxfordproperties.com
3. Warrington PCI Management Rent $522,385
475189 British Columbia Ltd.
1700-1030 West Georgia Street
Vancouver, Bc V6E 2Y3 Canada
Attn: Adam Spear
Tel: 604-602-1887
Email: dcousins@warringtonpci.com
4. BCIMC Realty Corporation Rent $355,617
2901 Bayview Ave., Unit C-105
Toronto, On M2K 1E6 Canada
Attn.: Jennifer Miller
Tel: 416-572-3628
Email: jennifermiller@quadreal.com
5. Ivanhoe Cambridge II Rent $337,667
1 Bass Pro Mills Drive
Vaughan, On L4K 5W4
Canada
Attn: Stephen Gascoine
Tel: 905-879-1777 x572113
Email: stephen.gascoine@ivanhoecambridge.com
6. Halton Hills Shopping Center Rent $316,262
Partners
P.O. Box 15659, Stn. A
Toronto, On M5W 1C1 Canada
Attn: Amanda Louden
Tel: 317-464-8981
Email: Amanda.louden@simon.com
7. Expert Customs Broker Trade Debt $279,524
2595 Inkster Blvd.
Winnipeg, Mb R3C 2E6 Canada
Attn: Louie Tolaini
Tel: 204-633-1200
Email: ar@ecb.com
8. The Outlet Collection at Niagara Rent $237,562
95 Wellington Street West, Suite 300
Toronto, ON M5J 2R2 Canada
Attn: April Daku
Tel: 905-687-7011 x 562107
Email: april.daku@ivanhoecambridge
9. Templeton Doc Limited Rent $193,249
7899 Templeton Road
Richmond, BC V7B 1Y7 Canada
Attn: Christie Lim
Tel: 604-231-5521
Email: christie.Lim@mcarthurglen.com
10. Riocan Management, Inc Rent $150,645
700 Lawrence Avenue West Suite 315
Toronto, ON M6A 3B4 Canada
Attn: Eric Topolnisky
Tel: 613-741-0751 x 33037
Email: etopolnisk@riocan.com
11. Beyersbergen Interior Trade Debt $138,146
15327-116 Avenue
Edmonton, Ab T5M 3Z5 Canada
Attn.: Casey Beyersbergen
Tel: 780-451-4714
Email: reception@beyersbergen.com
12. Ivanhoe Cambridge, Inc Rent $72,339
P.O. Box 19097 1153
56Th Street
Delta, BC V4L 2P8 Canada
Attn: Angel Zhang
Tel: 604-948-8241
Email: angel.zhang@ivanhoecambridge.com
13. Ivanhoe Cambridge In Rent $72,291
Crossiron Mills
Unit #800-261055 Crossiron Blvd.
Rocky View, Ab T4A 0G3 Canada
Attn: Kate Davies
Tel: 403-984-6812
Email: kate.davies@ivanhoecambridge.com
14. Kone, Inc Trade Debt $69,666
Postal Station A
P.O. Box 4269
Toronto, On M5W 5V2 Canada
Attn.: Jo-Anne Gilbert
Tel: 905-858-8383
Email: Jo-anne.gilbert@kone.com
15. Rapid Response Restoration Trade Debt $63,772
7862 - 10Th Street Ne
Calgary, Ab T2E 8W1 Canada
Attn.: Cam Wight
Tel: 403-295-4693
Email: cwight@rapid-response-restoration.com
16. Bell Canada Utilities $33,927
Acct. #520053160
Customer Payment Centre
P.O. Box 3650 Station Don Mills
Toronto, On M3C 3X9 Canada
Attn.: Mirko Bibic
Tel: 866-310-2355
17. Koolspace Trade Debt $28,250
427 Parkside Drive
Toronto, On M6R 2Z7 Canada
Attn.: Steven Alikakos
Tel: 416-560-2880
Email: steve@koolspace.com
18. Ainsworth, Inc Trade Debt $19,454
#104 - 17741 65A Ave.
Surrey, Bc V3S 1Z8
Canada
Attn.: Craig Stanford
Tel: 604 576 1357
Email: nosc@ainsworth.com
19. CEC Leaseholds Inc. Rent $15,189
333 7th Ave Sw, Suite 900
C/O Cushman & Wakefield Asset Services
Calgary, AB T2P 2Z1 Canada
Attn.: Pina Dennis
Tel: 403-441-4901
Email: corereception@cushwake.com
20. DLA Piper (Canada) LLC Trade Debt $13,040
1 First Canadian Place, Ste. 6000
P.O. Box 367, 100 King Street West
Toronto, On M5X 1E2 Canada
Attn.: Simon Levine
Tel:416-365-3500
Email: diana.hobden@dlapiper.com
Related Cases
On July 8, 2020, Brooks Brothers Group, Inc. and 12 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Delaware. The cases are pending before the Honorable
Christopher S. Sontchi and are jointly administed under Case No.
20-11785.
On Sept. 10, 2020, Brooks Brothers Canada Ltd. filed a voluntary
petition in the Court. The Debtors are seeking to have the chapter
11 case of BB Canada jointly administered with the Chapter 11 cases
of the Original Debtors.
CAYO INC: Gets Approval to Hire Darby Law as Bankruptcy Counsel
---------------------------------------------------------------
Cayo Inc. received approval from the U.S. Bankruptcy Court for the
District of Nevada to employ Darby Law Practice, Ltd. as its
bankruptcy counsel.
Darby Law Practice will render the following services:
a. advise Debtor of its rights, powers and duties;
b. take all necessary actions to protect and preserve Debtor's
estate;
c. prepare motions, reports and other legal papers;
d. attend meetings and negotiations;
e. appear before the bankruptcy court, any appellate courts
and the Office of the U.S. Trustee;
f. pursue approval of confirmation of a plan of reorganization
and approval of the corresponding solicitation procedures and
disclosure statement; and
g. perform all other necessary legal services.
Darby Law's hourly rates for professionals range from $400 to
$450.
Debtor paid Darby Law a retainer fee in the amount of $5,000,
including the Chapter 11 filing fee.
The firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, according to court filings.
Darby Law can be reached through:
Kevin A. Darby, Esq.
Darby Law Practice, Ltd.
4777 Caughlin Parkway
Reno, NV 89519
Telephone: (775) 322-1237
Facsimile: (775) 996-7290
Email: kad@darbylawpractice.com
About Cayo Inc.
Cayo Inc., an agency that markets and sells web-based life
insurance, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 20-50785) on Aug. 13, 2020. At the
time of the filing, Debtor had estimated assets of less than
$50,000 and liabilities of between $1 million and $10 million.
Judge Bruce T. Beesley oversees the case. Darby Law Practice is
Debtor's legal counsel.
CENTURY 21: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Century 21 Department Stores LLC
22 Cortlandt Street
5th Floor
New York, NY 10007
Business Description: The Debtors are pioneers in off-price
retail offering access to designer
brands at amazing prices. They opened
their iconic flagship location in
downtown Manhattan in 1961. As of the
Petition Date, the Debtors have 13
stores across New York, New Jersey,
Pennsylvania and Florida and an online
retail presence, operate seasonal pop-
ups, and employ other innovative retail
concepts. Visit www.c21stores.com for
additional information.
Chapter 11 Petition Date: September 10, 2020
Court: United States Bankruptcy Court
Southern District of New York
Eleven affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Century 21 Department Stores LLC 20-12097
L.I. 2000, Inc. 20-12098
C21 Department Stores Holdings LLC 20-12099
Giftco 21 LLC 20-12100
Century 21 Fulton LLC 20-12101
C21 Philadelphia LLC 20-12102
Century 21 Department Stores of New Jersey, L.L.C. 20-12103
Century 21 Gardens of Jersey, LLC 20-12104
C21 Sawgrass Blue, LLC 20-12105
C21 GA Blue LLC 20-12106
Century Paraus Realty, LLC 20-12107
Judge: Hon. Shelley C. Chapman
Debtors' Counsel: Lucy F. Kweskin, Esq.
Matthew A. Skrzynski, Esq.
PROSKAUER ROSE LLP
Eleven Times Square
New York, New York 10036
Tel: (212) 969-3000
Fax: (212) 969-2900
Email: lkweskin@proskauer.com
mskrzynski@proskauer.com
- and -
Peter J. Young, Esq.
PROSKAUER ROSE LLP
2029 Century Park East, Suite 2400
Los Angeles, CA 90067-3010
Tel: (310) 557-2900
Fax: (310) 557-2193
Email: pyoung@proskauer.com
- and -
Jeff J. Marwil, Esq.
Brooke H. Blackwell, Esq.
PROSKAUER ROSE LLP
70 West Madison, Suite 3800
Chicago, IL 60602
Tel: (312) 962-3550
Fax: (312) 962-3551
Email: jmarwil@proskauer.com
bblackwell@proskauer.com
Debtors'
Financial
Advisor: BERKELEY RESEARCH GROUP, LLC
Debtors'
Claims &
Noticing
Agent: STRETTO
https://cases.stretto.com/Century21/court-docket/
Debtors'
Liquidation
Consultant: HILCO MERCHANT RESOURCES, LLC
Estimated Assets
(on a consolidated basis): $100 million to $500 million
Estimated Liabilities
(on a consolidated basis): $100 million to $500 million
The petitions were signed by Norman R. Veit Jr., chief financial
officer and chief information officer.
A copy of Century 21 Department Stores' petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/JMQVU3I/Century_21_Department_Stores_LLC__nysbke-20-12097__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. The CIT Group Trade $5,935,975
PO Box 37998
Charlotte, NC 28237
Email: Kathy.show@cit.com
2. Phillips Van Heusen Corp. Trade $4,769,123
P.O. Box 532513
Atlanta, GA 30353-2513
Email: JessicaHoffman@PVH.COM
3. G-III Leather Fashions Trade $4,154,816
PO Box 29242
New York, NY 10087
Email: ddeserio@g-iii.com
4. Wells Fargo Trade $3,330,659
PO Box 842665
Boston, MA 02284-2665
Email: Almarie.D.Maxwell@wellsfargo.com
5. Rosenthal & Rosenthal Trade $3,283,069
PO Box 88926
Chicago, IL 60695-1926
Email: TTorian@rosenthalinc.com
6. Peerless Clothing Int. Trade $1,429,291
200 Industrial Park Rd
St. Albans, VT 5478
Email: RoseM@peerless-clothing.com
7. Adidas America Inc. Trade $1,184,130
Dept CH 19361
Palatine, IL 60055-9361
Email: kay.oliver@adidas-group.com
8. Delta Galil USA Trade $1,091,979
PO Box 870014
Kansas City, MO 64187-0014
Email: carly.buchwald@us.deltagalil.com
9. Michael Kors USA Trade $1,038,396
PO Box 732670
Dallas, TX 75373-2670
Email: robyn.forbes@michaelkors.com
10. Zara USA Inc. Trade $908,513
500 5th Ave Suite #400
New York, NY 10110
Email: diegofe@inditex.com
11. Fitch Inc. Operating $853,960
P.O. Box 7247-6130 Expense
Philadelphia, PA 19170-6130
Email: kevin.schmidt@fitch.com
12. Milberg Factors Trade $790,176
99 Park Avenue
New York, NY 10016
Email: OWong@milfac.com
13. Sterling National Trade $789,585
PO Box 75359
Chicago, IL 60675-5359
Email: floayza@snb.com
14. Hanesbrands, Inc. Trade $783,855
21692 Network Place
Chicago, IL 60673-1216
Email: Ann.Mciver@hanes.com
15. Haddad Brands Trade $649,755
131 Docks Corner Road
Dayton, NJ 8810
Email: samh@haddad.com
16. Theory LLC Trade $570,447
PO Box 338
Hewlett, NY 11557
Email: paula.stallone@theory.com
17. Great American Beauty, Inc. Trade $542,866
124 N Swinton Avenue
Delray Beach, FL 33444
Email: jchacon@gabinc.net
18. Hilldun Corp Trade $520,747
225 W. 35th Street
New York, NY 10001
Email: Jaime@hilldun.com
19. Impact Tech, Inc. Operating $512,598
223 E. De La Guerra Street Expense
Santa Barbara, CA 93101
Email: notification@app.impact.com
20. Puma North America Trade $455,572
PO Box 74007020
Chicago, IL 60674
Email: mia.crawford@puma.com
21. Levi's Levi Strauss & Co. Trade $437,389
Atlanta, GA 30384-8831
Email: nzimmerman@levi.com
22. GI KBS Corporation Operating $432,237
1575 Henthorne Drive Expense
Maumee, OH 43537
Email: tlime@kbs-services.com
23. Nike Inc. Trade $431,046
7932 Collections Center Dr,
Chicago, IL 60693
Email: Franck.miternique@nike.com
24. Cole Haan Trade $423,162
P.O. Box 6007
Boston, MA 02212-6007
Email: randee.lewis@colehaan.com
25. United Parcel Service Operating $403,552
PO Box 7247-0244 Expense
Philadelphia, PA 19170-0001
Email: joshuavesely@ups.com
26. Make-Up Art Cosmetics, Inc. Trade $394,585
PO Box 223491
Pittsburgh, PA 15251-2491
Email: jstevens@estee.com
27. Deposco, Inc. Operating $379,520
Dept LA 24078 Expense
Pasadena, CA 91185-4078
Email: accounting@deposco.com
28. Direct Energy Business Operating $375,933
P.O. Box 70020 Expense
Philadelphia, PA 19176-0220
29. White Oak Comm Trade $353,537
PO Box 100895
Atlanta, GA 30384-4174
Email: agoldsmith@whiteoakcf.com
30. HFC Prestige Products, Inc. Trade $352,929
28740 Network Place
Chicago, IL 60673-1287
Email: kathleen_dempsey@cotyinc.com
CLINIGENCE HOLDINGS: To File Second Amendment to Q2 Form 10-Q
-------------------------------------------------------------
The board of directors of Clinigence Holdings, Inc., following
discussion by the audit committee of the board of directors with
the Company's independent registered public accounting firm,
Prager-Metis CPA LLC, concluded that the following previously filed
financial statements of the Company should not be relied upon:
* The Company's unaudited financial statements for the
quarterly period ended June 30, 2020, contained in the
Company's Quarterly Reports on Form 10-Q, originally filed
with the Securities and Exchange Commission on Aug. 19, 2020
the Company's Quarterly Reports on Form 10-Q/A, originally
filed with the SEC on Aug. 20, 2020.
The conclusion to prevent future reliance on the Q2 financial
statements for the period ended June 30 2020 filed with the SEC on
Aug. 19, 2020 and the Company's Quarterly Reports on Form 10-Q/A,
originally filed with the SEC on Aug. 20, 2020, resulted from the
determination that the Company made the Q2Q2/A Report filings
prematurely before the Company's independent registered public
accounting firm completed its review. The Q2Q2/A Report should not
be relied upon. These filings were management-prepared and filed
by management and should not have been filed.
The Company expects to file an Amendment No. 2 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2020, which will have been reviewed by the Company's
independent registered public accounting firm, as soon as
practicable after the filing of this Current Report on Form 8-K.
About Clinigence Holdings
Clinigence Holdings, a fully reporting, publicly-held company --
http://www.clinigencehealth.com/-- is a healthcare information
technology company providing an advanced, cloud-based platform that
enables healthcare organizations to provide value-based care and
population health management. The Clinigence platform aggregates
clinical and claims data across multiple settings, information
systems and sources to create a holistic view of each patient and
provider and virtually unlimited insights into patient
populations.
Clinigence recorded a net loss of $7.12 million for the year ended
Dec. 31, 2019, compared to a net loss of $950,129 for the year
ended Dec. 31, 2018. As of June 30, 2020, the Company had $7.17
million in total assets, $1.41 million in total liabilities, and
$5.76 million in total stockholders' equity.
Prager Metis CPA's LLC, in Hackensack, New Jersey, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated May 14, 2020 citing that the Company has an
accumulated deficit of $12,568,795, and a working capital deficit
of $3,367,101 at Dec. 31, 2019. These factors, among others, raise
substantial doubt regarding the Company's ability to continue as a
going concern.
COMCAR INDUSTRIES: Sets Sale Procedures for Remaining Assets
------------------------------------------------------------
Comcar Industries, Inc., and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to authorize the
procedures for the sale of their remaining assets and de minimis
assets.
The Debtors commenced their cases to wind-down their operations and
effectuate a sale of substantially all of their assets. To that
end, the Court has entered orders authorizing the sales of
substantially all of the assets of CT Transportation, LLC, CTL
Transportation, LLC, and MCT Transportation, LLC. The Debtors will
ask approval of sales of substantially all of the assets of CCC
Transportation, LLC and Commercial Truck and Trailer Sales, LLC at
the hearing scheduled for Aug. 21, 2020 ("Asset Sales").
To support their efforts to wind-down their business operations, by
the Motion, the Debtors ask to establish procedures to sell their
remaining assets in one or multiple sales and to establish
procedures for the sale of assets with a fair market value of under
$500,000. Following consummation of the Asset Sales, the Remaining
Assets and the De Minimis Assets will constitute substantially all
of the assets of the Debtors. The sale of the Remaining Assets and
De Minimis Assets will free and clear of all liens, claims,
interests, and encumbrances.
Recognizing their limited liquidity and fragile operational state,
the Debtors and their advisors have already commenced an initial
marketing process that asks to: (i) identify the remaining assets
that individual buyers wish to acquire, (ii) the purchase price and
other consideration for these assets, (iii) any material conditions
to a purchase and (iv) the diligence required by the respective
buyers.
Further, the Debtors will make available, if necessary, a form of
asset purchase agreement, similar to that made available to
potential purchasers pursuant to the Asset Sales. Finally,
potential purchasers have been made aware that the Debtors intend
to move forward expeditiously with the marketing and sale of their
assets, subject to higher and otherwise better offers, in
consultation with the Committee and the DIP Agent, and the Debtors'
obligations to maximize the value of their assets.
The Debtors ask that they'd be authorized to market and consummate
the sale or transfer of the Remaining Assets, in one or several
lots and in any individual transaction or series of transactions to
a single buyer or group of related buyers, for which the Debtors
have determined, in the reasonable exercise of their business
judgment, in consultation with the Consultation Parties, that such
transaction(s) is in the best interest of their estates; provided
that the Debtors adhere to the following procedures:
(a) The Debtors are currently marketing the Remaining Assets
and may continue to market each Remaining Asset until sold subject
to a sale order entered by the Court (a “Sale Order”).
(b) Any bid submissions to the Debtors pursuant to the
Remaining Asset Sale Procedures must be directed to the Bid Notice
Parties.
(c) In the exercise of their reasonable business judgment,
and upon receiving approval from the Committee and the DIP Agent,
the Debtors will be authorized to accept a bid to purchase a
Remaining Asset or Remaining Assets by executing a purchase
agreement, provided that such Bid meets the following requirements:
i. Each Bid must clearly state which Remaining Assets
the bidder is offering to purchase.
ii. Each Bid must clearly set forth the purchase price
to be paid. The Debtors reserve the right to accept or reject any
Bid.
iii. With a Bid, a bidder must submit by wire transfer
of immediately available funds, a cash deposit in the amount not
less than 10% of the aggregate Purchase Price set forth in the Bid,
to be held in a noninterest-bearing account to be identified by the
Debtors.
iv. Each Bid must expressly identify the liabilities,
contracts and leases (if any) related to such Remaining Asset or
Remaining Assets that the bidder desires to (A) assume or (B)
provide for or satisfy, including cure amounts as required under
section 365 of the Bankruptcy Code.
v. A Bid will not be conditioned on (A) obtaining
financing, (B) shareholder, board of directors, or other internal
approval, or (C) the outcome or completion of a due diligence
review by the bidder.
vi. Each Bid must fully disclose the identity of each
entity that will be bidding or otherwise participating in
connection with such Bid, and the complete terms of any such
participation.
(d) Sale Notice and Objection Period: The Debtors will file a
certificate of counsel. If only one acceptable Bid is received,
the Debtors may file a Certification of Counsel asking approval of
such Bid, or if multiple Bids are received, the Debtors may file a
Certification of Counsel asking approval of the highest or
otherwise best Bid or proceed to conduct an Auction. After 10
calendar days after filing the Certification of Counsel, without
objection, the Debtors may file a certificate of no objection
attaching a proposed order approving the purchase agreement
attached to the Certificate of Counsel. If the Debtors have
previously received alternate Bids for certain Remaining Assets, or
within the Notice Period receive higher or otherwise better Bids,
they may conduct a telephonic or other style of auction that will
proceed under procedures and on a date and time that will be set in
the Debtors’ discretion, in consultation with the Consultation
Parties. At the conclusion of the Auction, the Debtors will file a
Certificate of Counsel. If a written objection to any such
Certification of Counsel is filed with the Court within the Notice
Period, then the relevant Remaining Assets will only be sold or
transferred upon submission of a consensual form of order resolving
the objection as between the Debtors and the objecting party or
further order of the Court after a hearing, which will be not later
than the next omnibus hearing after the submission of any such
objection.
(e) At all times prior to the entry of a Sale Order approving
the sale of a Remaining Asset, the Debtors will reserve the right
to exercise their fiduciary duties and terminate a purchase
agreement.
(f) All Remaining Asset sales will be free and clear of any
and all liens, claims, encumbrances and interests.
With regard to sales or transfers of the De Minimis Assets in any
individual transaction or series of related transactions to a
single buyer or group of related buyers with an aggregate selling
price equal to or less than $500,000:
(a) The Debtors are authorized to consummate such
transaction(s) if the Debtors determine in the reasonable exercise
of their business judgment that such sales or transfers are in the
best interest of their estates without further order of the Court
or notice to any party; and
(b) Any such transaction(s) will be free and clear of all
liens, with such liens attaching only to the sale or transfer
proceeds, if any, with the same validity, extent, and priority as
had attached to the De Minimis Assets immediately prior to such
sale or transfer.
(c) The Debtors will give De Minimis Sale Notice upon the De
Minimis Notice Parties.
(d) If no written objections from the De Minimis Notice
Parties are filed with the Court within seven days after service of
such De Minimis Sale Notice, then the Debtors are authorized to
immediately consummate such sale or transfer;
(e) If any De Minimis Notice Party files a written objection
to any such sale or transfer with the Court within seven days after
service of such De Minimis Sale Notice, then the relevant De
Minimis Asset will only be sold or transferred upon submission of a
consensual form of order resolving the objection as between the
Debtors and the objecting party or further order of the Court after
notice and a hearing.
(f) All De Minimis Asset sales will be free and clear of any
and all liens, claims, encumbrances and interests.
Additionally, during these chapter 11 cases, the Debtors will
provide a written report or reports, within 30 days after each
calendar quarter (to the extent De Minimis Asset Sales were
consummated for the relevant quarter), concerning any such sales or
transfers
made in accordance with the relief requested in this Motion
(including the names of the purchasing parties and the types of
amounts of the sales) to the De Minimis Notice Parties and those
parties requesting notice under Bankruptcy Rule 2002.
The relief requested in the Motion will best position the Debtors
to maximize the net value of the Remaining Assets and the De
Minimis Assets for their benefit, their estates, their creditors,
and other parties in interest.
The Debtors are asking relief from the stay imposed by Bankruptcy
Rule 6004(h) for the private sale.
A hearing on the Motion is set for Aug. 21, 2020 at 2:00 p.m. (ET).
The objection deadline is at the hearing.
About Comcar Industries
Comcar Industries is a transportation and logistics company
headquartered in Auburndale, Fla., with over 40
strategically-located terminal and satellite locations across the
United States. For more information, visit https://comcar.com/
On May 17, 2020, Comcar Industries and related entities sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11120). In
the petitions signed by CRO Andrew Hinkelman, Comcar Industries was
estimated to have $50 million to $100 million in assets and
liabilities as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the presiding judge.
The Debtors tapped DLA Piper LLP (US) as counsel; FTI Consulting,
Inc. as financial advisor; and Bluejay Advisors, LLC as investment
banker. Donlin Recano & Company, Inc. is the claims agent.
CORAL POINTE: Court Confirms Amended Plan of Reorganization
-----------------------------------------------------------
This is an Order Confirming Amended Plan of Reorganization of Coral
Pointe 604, LLC.
The Court makes the following findings of fact and conclusions of
law pursuant to Rule 7052, Federal Rules of Bankruptcy Procedure,
and Rule 52(a), Federal Rules of Civil Procedure.
In accordance with section 1122(a) of the Bankruptcy Code, Article
II of the Plan classifies all Claims that are substantially similar
to each other in discrete classes. The Plan, therefore, satisfies
section 1122(a) of the Bankruptcy Code.
Articles II through V of the Plan specify any class of Claims or
Interests that are impaired or unimpaired under the Plan, and
accordingly, satisfy section 1123(a)(2) and (3) of the Bankruptcy
Code.
Each of the unsecured Voting Classes have accepted the Plan as
amended herein and by the Joint Stipulation Setting Forth Plan
Terms and Granting Prospective Relief from Automatic Stay in the
requisite number of ballots, and in the requisite dollar amount, as
required pursuant to 11 U.S.C § 1126(c) and as set forth in the
Ballot Certificate.
All other objections to confirmation were announced to be settled
at the Confirmation Hearing.
All payments made, or to be made, by the Debtor in connection with
this Chapter 11 case or in connection with the Plan as amended
herein and by the Joint Stipulation Setting Forth Plan Terms and
Granting Prospective Relief from Automatic Stay either have been
approved by or are subject to the approval of the Bankruptcy Court,
including applications for compensation and reimbursement of
expenses and, therefore, the Plan satisfies the requirements of 11
U.S.C. § 1129(a)(4).
The ongoing operation of the property and income of Debtor will
provide sufficient funds available for the payment in whole of: (i)
Allowed Administrative Expense Claims (unclassified),which will be
paid on the Effective Date; (ii) United States Trustee's Fees
(unclassified);secured claims and a dividend to unsecured
creditors.
Judge Laurel M. Isicoff has ordered that the Plan as amended
herein and by the Joint Stipulation Setting Forth Plan Terms and
Granting Prospective Relief from Automatic Stay is confirmed
pursuant to 11 U.S.C. Sec. 1129.
The findings of fact and conclusions of law set forth above will
constitute the findings of fact and conclusions of law of this
Court pursuant to Bankruptcy Rule 7052.
All of the Terms and provisions of the Disclosure Statement and
Plan as modified herein and via the Joint Stipulation Setting Forth
Plan Terms and Granting Prospective Relief are approved.
About Coral Pointe 604
Coral Pointe 604, LLC, owns a condo unit at Coral Pointe, at 1690
SW 27 Ae. Unit 604, Miami, Florida, rented for $1,600 per month and
valued at $175,000.
Based in Miami Beach, Florida, Coral Pointe 604, LLC, filed a
voluntary petition under Chapter 11 of the US Bankruptcy Code (S.D.
Fla. Case No. 18-23013) on Oct. 19, 2018, estimating less than $1
million in assets and liabilities. Joel M. Aresty, Esq., serves as
counsel to the Debtor.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
CORNERSTONE BUILDING: Moody's Rates $400MM Unsecured Notes 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Cornerstone
Building Brands, Inc.'s proposed $400 million senior unsecured
notes due 2029. All other ratings for the company remain unchanged,
including the B2 Corporate Family Rating, B2-PD Probability of
Default Rating, B2 senior secured credit facilities rating and Caa1
senior unsecured rating. The SGL-2 Speculative Grade Liquidity
Rating is also unchanged. The outlook is stable.
The proceeds from the new notes will be used to repay outstanding
borrowings under the company's ABL facility, to pay all fees and
expenses related to the issuance, and to use the remaining net
proceeds, if any, to repay outstanding amounts under its cash
flow-based revolving credit facility. The transaction will be
leverage neutral while improving the company's debt maturity
profile. Pro forma for the proposed offering, Moody's projects
Cornerstone's debt-to-EBITDA (inclusive of Moody's adjustments)
will be 6.1x at year end 2020.
"With the proposed $400 million offering Cornerstone will enhance
its financial flexibility by extending its debt maturity profile,"
said Emile El Nems, a Moody's VP-Senior Analyst.
The following rating actions were taken:
Assignments:
Issuer: Cornerstone Building Brands, Inc.
Senior Unsecured Notes, Assigned Caa1 (LGD5)
LGD Adjustment:
Senior Unsecured LGD changed to (LGD5) from (LGD6)
RATINGS RATIONALE
Cornerstone's B2 Corporate Family Rating reflects the company's
leading position as the largest integrated manufacturer of exterior
building products in North America for the commercial, residential,
and repair and remodel construction industries, commitment to
reduce leverage and good liquidity profile with no significant debt
expiring until 2023. At the same time, Moody's rating takes into
consideration the company's exposure to cyclical end markets and
its high debt leverage.
The stable outlook reflects Moody's expectation that during this
uncertain economic environment Cornerstone will maintain stable
profitability and generate cash that will be used to de-lever its
balance sheet, despite declining revenue from weaker economic
activity.
Cornerstone's SGL-2 Speculative-Grade Liquidity Rating reflects
Moody's expectation of a good liquidity profile over the next 12-18
months. At July 4, 2020, the company's liquidity profile was
supported by (i) $483 million of cash and (ii) $146 million of
availability under the company's $611 million asset-based lending
revolver (ABL). The ABL facility has a springing fixed charge
covenant ratio of 1:1 which gets triggered when availability under
the ABL is below 10% of total commitments or the borrowing base,
whichever is lower. Moody's expects the company to remain in
compliance with all its financial covenants over the next 12 to 18
months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if:
-- Debt-to-EBITDA is below 5.0x for a sustained period of time
-- EBITA-to-Interest expense is above 2.25x for a sustained
period of time
-- The company improves its free cash flow and its liquidity
profile
-- The outlook for the homebuilding industry is favorable
The ratings could be downgraded if:
-- Debt-to-EBITDA is above 6.0x for a sustained period of time
-- EBITA-to-Interest expense is below 1.5x for a sustained period
of time
-- The company's liquidity deteriorates
-- The homebuilding industry outlook turns negative
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
Headquartered in Cary, North Carolina, Cornerstone Building Brands,
is the largest manufacturer of exterior building products for
residential and low-rise non-residential buildings in North
America. Its products include windows and vinyl siding as well as
engineered metal building systems, metal components, coil coatings,
and insulated metal panels. For the LTM period ended July 2020,
Cornerstone generated $4.8 billion in pro forma net sales.
DPW HOLDINGS: Construction of Luxury Hotel in Tribeca is Underway
-----------------------------------------------------------------
DPW Holdings, Inc., reports that construction is fully underway on
the Tribeca Hotel at 456 Greenwich Street, New York, NY. The
foundation has been completed and the superstructure has emerged
from the ground. The opening date of the luxury hotel is slated
for the summer of 2022. The Company is a limited partner in the
Tribeca Hotel development project.
Background on the NY Partnership
On June 8, 2018, the Company entered into a limited partnership
agreement, in which it agreed to become a limited partner in the NY
Partnership and has invested an aggregate of $1,869,000. On June
12, 2019, the agreement was restructured whereby DPW has no further
funding obligations until the hotel is open for business to the
public.
The NY Partnership is a limited partner in the partnership that is
responsible for the construction and related activities of
developing a 5-Star luxury hotel on a premium development site in
Tribeca. The eight-story, 93,900-square-foot hotel will consist of
96 guest rooms and suites, several restaurants with a private
members bar, a 1,500-square-foot interior courtyard, a spa, a
swimming pool, meeting space and a 100+ person screening room. It
is slated to open in the summer of 2022 under the operation of the
premier hospitality group, Groupe Lucien Barriere, of Hotel
Barriere Le Fouquet's Paris.
The development project has secured a $145 million construction
loan commitment from Hana Financial Investment of Hana Financial
Group, one of the largest bank holding companies in South Korea
with over $350 billion in assets under management.
Westchester-based Caspi Development entities will lead the hotel
construction project and make all management decisions including
decisions relating to the Construction Loan.
"We are excited with the progress on the construction of this
landmark US flagship property in the premier Tribeca area and
thrilled to be a long-term partner in the hotel," said Milton
"Todd" Ault, III, the Company's CEO and Chairman.
About DPW Holdings
DPW Holdings, Inc. -- http://www.DPWHoldings.com/-- is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, the Company provides mission-critical
products that support a diverse range of industries, including
defense/aerospace, industrial, telecommunications, medical, and
textiles. In addition, the Company owns a select portfolio of
commercial hospitality properties and extends credit to select
entrepreneurial businesses through a licensed lending subsidiary.
DPW's headquarters are located at 201 Shipyard Way, Suite E,
Newport Beach, CA 92663.
DPW Holdings recorded a net loss available to common stockholders
of $32.93 million for the year ended Dec. 31, 2019, compared to a
net loss available to common stockholders of $32.34 million for the
year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$40.49 million in total assets, $37.46 million in total
liabilities, and $3.03 million in total stockholders' equity.
Ziv Haft., Certified Public Accountants (Isr.) BDO Member Firm, the
Company's auditor since 2012, issued a "going concern"
qualification in its report dated May 29, 2020 citing that the
Company has a working capital deficiency, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
DUNCAN MORGAN: Wants Until Oct. 2 to File Plan & Disclosures
------------------------------------------------------------
Duncan Morgan, LLC filed its petition pursuant to Chapter 11 of the
United States Bankruptcy Code on July 8, 2019 in the United States
Bankruptcy Court for the Eastern District of North Carolina.
Since his appointment, the Trustee has actively been working to
administer this Chapter 11 estate and to determine the amount and
nature of claims against this Debtor. A substantial number of
proofs of claims were filed against the Debtor, primarily by
insiders of the Debtor. The Trustee has discussed these claims with
the Bankruptcy Administrator’s Office and both parties believe
that discovery is necessary to determine the validity, if any, and
amount of such claims. As the Court is aware, certain parties have
delayed the discovery process which has impaired the Trustee’s
ability to administer the estate. The determination of these claim
issues will help determine issues relating to any plan of
reorganization/liquidation.
The Trustee is working on plan formulation however needs time to
complete the deposition of MacGregor before being able to fully
assess the validity of the Claims filed against the Debtor and the
proper administration of the Debtor's assets.
The Trustee thus requests an additional sixty days, though and
including Oct. 2, 2020, of the deadline to file a Plan and
Disclosure Statement for the Debtor.
Chapter 11 Trustee:
Kevin L. Sink
NICHOLLS & CRAMPTON, PA.
P.O. Box 18237
Raleigh, NC 27619
Telephone: 919-781-1311
Facsimile: 919-782-0465
Email: ksink@nichollscrampton.com
About Duncan Morgan
Duncan Morgan LLC is primarily engaged in renting and leasing real
estate properties.
Duncan Morgan sought Chapter 11 protection (Bankr. E.D.N.C. Case
No. 19-03113) on Oct. 10, 2019. The Debtor was estimated to have
$1 million to $10 million in assets and liabilities as of the
bankruptcy filing.
The Hon. David M. Warren is the case judge.
J.M. Cook, Esq., is the Debtor's counsel.
Kevin L. Sink was appointed as Chapter 11 trustee on Aug. 21,
2019.
The Chapter 11 Trustee can be reached at:
Kevin L. Sink
NICHOLLS & CRAMPTON, PA.
P.O. Box 18237
Raleigh, NC 27619
Telephone: 919-781-1311
Facsimile: 919-782-0465
E-mail: ksink@nichollscrampton.com
On Dec. 31, 2019, the Court appointed Jeff Horton of Allen Tate
Realty as the realtor for the Trustee.
ECI MACOLA: Moody's Affirms 'B3' CFR on Proposed Refinancing
------------------------------------------------------------
Moody's Investors Service affirmed ECi Macola/Max Holding, LLC's B3
Corporate Family Rating and B3-PD Probability of Default Rating.
Moody's also assigned a B2 rating to the new first lien credit
facilities and a Caa2 rating to the new second lien notes. The
outlook is stable.
Net proceeds from the proposed $990 million refinancing will be
used to repay $514 million of first lien term loan and $168 million
of second lien term loan, fund an acquisition, and pay a dividend
distribution to shareholders. The rating on the debt instruments
that will be repaid as part of this refinancing will be withdrawn
upon repayment.
The rating affirmation reflects Moody's view that although ECi's
leverage will increase materially to 8.9x (before synergies) as a
result of this transaction, the company's high proportion of
recurring revenue and strong retention rates will support low to
mid-single digit organic revenue growth and deleveraging toward
7.5x in the next 12 months. Nevertheless, Moody's views the
combination of a debt funded dividend payment along with M&A
activity during the uncertain economic environment as aggressive
financial policies under private equity ownership.
Affirmations:
Issuer: ECI Macola/Max Holding, LLC
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Assignments:
Issuer: ECI Macola/Max Holding, LLC
Senior Secured Bank Credit Facilities, Assigned B2 (LGD3)
Senior Secured Regular Bond/Debenture, Assigned Caa2 (LGD5)
Outlook Actions:
Issuer: ECI Macola/Max Holding, LLC
Outlook, Remains Stable
RATINGS RATIONALE
ECi's B3 CFR reflects the company's high leverage, small business
scale relative to competitors, exposure to cyclical end markets,
and small customer business risk. Pro forma for the transaction,
ECi's leverage will increase to 8.9x excluding certain one-time
costs (or 8.4x if including 50% of planned synergies) as of the LTM
ended June 30, 2020. Moody's expects the pandemic and the economic
recession to result in bookings and non-recurring sales declines in
2020, especially given ECi's focus on the smaller end of the "small
and medium size business" (SMB) market segment. However, a healthy
portion of recurring revenue will help sustain ECi's organic
revenue growth in the low to mid-single digits over the next 12
months. As a result, Moody's expects ECi to reduce its leverage
toward 7.5x debt/EBITDA. ECi's acquisition appetite and aggressive
financial policies under private equity ownership also weigh on the
ratings. Moody's expects the company to continue to adhere to a
debt-funded acquisition-based growth strategy, which will likely
sustain the high leverage and limit free cash flow generation over
the long term.
The CFR is supported by ECi's strong operating track record and
successful integration of prior acquisitions. ECi benefits from its
differentiated product positioning in the manufacturing,
distribution, building & construction and field services end
markets. Configurable functionalities tailored to each verticals'
requirements make ECi's offerings more cost effective for the end
customers, creating a sticky relationship that results in barriers
to entry for competitors and high retention rates for the company
of over 90%. This combined with a high portion of recurring revenue
provides a degree of resilience to the economic downturn and
predictability of revenue and cash flow.
The stable outlook reflects Moody's expectation for deleveraging
toward 7.5x and the maintenance of adequate liquidity supported by
an estimated cash balance of $10 million at the close of the
transaction, full revolver availability, and positive free cash
flow in the next 12 months. Moody's also expects that ECi will not
attempt new M&A transactions prior to reducing its leverage to well
below 8x.
The rapid spread of the coronavirus outbreak, deteriorating global
economic outlook, low oil prices, and high asset price volatility
have created an unprecedented credit shock across a range of
sectors and regions. Moody's regards the coronavirus outbreak as a
social risk under its ESG framework, given the substantial
implications for public health and safety. Given ECi's exposure to
the U.S. economy, the company remains vulnerable to shifts in
market demand and sentiment in these unprecedented operating
conditions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Although unlikely in the near term, Moody's could upgrade ECi's
ratings if leverage is expected to be sustained below 6x and free
cash flow to debt is in the mid-to-high single digits.
Moody's could downgrade ECi's ratings if revenue declines for an
extended period and free cash flow falls to a near breakeven level.
The ratings could also be downgraded if operating challenges or
more aggressive financial policies lead to leverage being sustained
above 8x or deteriorating liquidity.
The proposed first lien credit facility is expected to contain
incremental facility capacity up to the greater of $139.6 million
or 100% consolidated EBITDA, plus an additional amount subject to
either a 5.04x pro forma First Lien Leverage Ratio, 7.02x Senior
Secured Leverage Ratio or 7.02x Total Leverage Ratio. There are
step-downs in the asset sale prepayment requirement to 50% and 0%
if the First Lien Leverage Ratio is less than 4.54x and 4.04x,
respectively. In addition, ECi will have the ability to release a
guarantee when a subsidiary is not wholly-owned. The new debt
facilities are "portable" to new owners subject to certain
leverage-based tests. The proposed terms and the final terms of the
credit agreement can be materially different.
ECi is a provider of vertical-focused ERP systems and related
products primarily to small and medium-sized enterprises (SME). Pro
forma for the acquisitions, LTM June 30, 2020 revenue was $340
million. ECi is owned by Apax Partners.
The principal methodology used in these ratings was Software
Industry published in August 2018.
ENERGY ALLOYS: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Energy Alloys Holdings, LLC
9450 West Wingfoot Road
Houston, TX 77041
Business Description: Founded in 1995, the Debtors and their non-
debtor affiliates are privately-owned
distributors and resellers of tube and bar
products sold into the oil and gas industry
for the exploration of hydrocarbons. The
Debtors operate through two distinct
business segments governed largely by
geography, with the Debtors having primarily
operated in the United States and Canada
and the Non-Debtor Entities operating in
Asia, Europe, and the Middle East. Visit
https://www.ealloys.com for more
information.
Chapter 11 Petition Date: September 9, 2020
Court: United States Bankruptcy Court
District of Delaware
Eight affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Energy Alloys Holdings, LLC (Lead Debtor) 20-12088
Energy Alloys, L.L.C. 20-12089
Energy Alloys Services, L.L.C. 20-12090
Energy Alloys Louisiana, LLC 20-12091
Energy Alloys Cayman Holding, L.L.C. 20-12092
Energy Alloys Canada Holding, L.L.C. 20-12093
Energy Alloys Mexico Holding Co. - Majority, LLC 20-12094
Energy Alloys Mexico Holding Co. - Minority, LLC 20-12095
Judge: Hon. Mary F. Walrath
Debtors' Counsel: Daniel J. DeFranceschi, Esq.
Paul N. Heath, Esq.
Zachary I. Shapiro, Esq.
Brendan J. Schlauch, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 N. King Street
Wilmington, Delaware 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
Email: defranceschi@rlf.com
heath@rlf.com
shapiro@rlf.com
schlauch@rlf.com
Debtors'
Interim
Management
Services
Provider: ANKURA CONSULTING GROUP, LLC
Debtors'
Corporate
Counsel: AKIN GUMP STRAUSS HAUER & FELD LLP
Debtors'
Investment
Banker: MOELIS & COMPANY
Debtors'
Claims &
Noticing
Agent and
Administrative
Advisor: EPIQ CORPORTE RESTRUCTURING, LLC
https://dm.epiq11.com/case/eal/dockets
Estimated Assets
(on a consolidated basis): $10 million to $50 million
Estimated Liabilities
(on a consolidated basis): $100 million to $500 million
The petitions were signed by Bryan Gaston, chief restructuring
officer.
A copy of Energy Alloys Holdings' petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/XHYBYOI/Energy_Alloys_Holdings_LLC__debke-20-12088__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Seah Steel America Trade Vendor, $2,642,603
20445 State Highway 249 AP
Suite 490
Houston, TX 77070
Contact: Alexander G Sutton III, CO
Tel: 1-949-655-8000
Email: andy@seahusa.com;
dhan@seah.global;
jhlee@seahusa.com;
genelee@seahusa.com;
jlee@seahusa.com;
cjeon@jeonparklaw.com
(Counsel)
2. 3 Waterway Holdings LLC Landlord, $691,763
Two Hughes Landing Real Estate
1790 Hughes Landing Bldv. Lease
Suite 650
The Woodlands, TX 77380
Contact: Jason Kang
Tel: 1-832-442-2200
Email: robin.parker@howardhughes.com;
laura.manning@howardhughes.com;
jim.carman@howardhughes.com
3. Alvarez & Marsal Trade Vendor, $538,343
600 Madison Avenue AP
8th Floor
New York, NY 10022
Contact: Steven Lindsey
Tel: 1-212-759-4433
Email: chall@alvarezandmarsal.com
4. Liberty Specialty Steel Trade Vendor, $522,725
7 Fox Valley Way AP
Stocksbridge
Sheffield S36 2JA
United Kingdom
Contact: Sanjeev Gupta
Tel: +44 333 015 3100
Email: cahel.ferguson@specialityuk.com;
craig.chappell@kebles.com
(Counsel)
5. Fortis Alliance Trade Vendor, $271,607
1155 Dairy Ashford AP
Suite 208
Houston, TX 77079
Contact: Yuki Matsunaga
Tel: 1-281-617-3888
Email: mustafa@fortisalliance.com;
yuki@fortisalliance.com
6. TMK Artrom, S.A. Trade Vendor, $233,802
10713 W Sam Housston Pkwy N AP
Suite 380
Houston, TX 77064
Contact: Adrian Popescu
Tel: 1-346-206-3790
Mike.christopher@tmkis.com;
adrian.popescu@tmkartrom.eu;
leon.williams@tmkis.com;
florin.filea@tmk-is.com
7. Trek Metals Inc. Trade Vendor, $157,400
5221 N. O'Connor Blvd. AP
Suite 750
Irving, TX 75039
Contact: Hugo Scala
Tel: 1-972-331-9570
Email: matt@trek-metals.com;
derrick@trekmetals.com
8. Frisa Metals LLC Trade Vendor, $129,766
8350 Ashlane Way AP
Suite 202
The Woodlands, TX 77382
Contact: Boyd Adams
Tel: 1-832-246-8801
Email: aalvarez@frisa.com;
mguevara@frisa.com;
pchapman@pchapmanlaw.com
(Counsel)
9. Pentagon Freight Trade Vendor, $122,802
Servics, Inc. AP
1211 E Richey Rd
Houston, TX 77073
Contact: Les Watson
Tel: 1-281-209-8800
Email: les.watson@pentagonfreight.com;
ashley.taylor@pentagonfreight.com
10. HDH Instruments Corp Trade Vendor, $116,552
3166 Hwy. 359 AP
Pattison, TX 77466
Contact: Greg Hovas
Tel: 1-281-375-6835
Email: ghovas@hdhinst.com;
mckitzman@hdhinst.com
11. Triple-S Tube Supply, LP Contract $112,716
6000 Jensen Drive Counterparty
Houston, TX 77026
Contact: Gary W. Stein
Tel: 1-713-354-4126
Email: gary.w.stein@ssssteel.com;
mstockstill@winston.com
(Counsel)
12. Schmolz & Bickenbach Trade Vendor, $87,617
International AP
365 Village Drive
Carol Stream, IL 60188
Contact: Clemens Iller
Tel: 1-630-682-3900
Email: allie.wells@schmolzbickenbach.us
13. Marubeni-Itochu Trade Vendor, $87,573
Tubulars America Inc. AP
750 Town & Country Blvd.
Suite 300
Houston, TX 77024
Contact: Yukio Yamada
Tel: 1-281-368-7000
Email: dalealbert@mitube.com;
kojimato@benichu.com;
sohamnaik@mitube.com;
mishitani@mitube.com;
ken-sakai@mitube.com
14. A Dependable Logistics, Inc. Trade Vendor, $76,607
22307 Gosling Road AP
Spring, TX 77389
Contact: Richard Madubunyi
Tel: 1-281-350-5505
Email: info@addshouston.com
15. Specialty Pipe & Tube Trade Vendor, $75,301
P.O. Box 890800 AP
Charlotte, NC 28289-0800
Contact: Debbie Parish
Tel: 1-330-505-8262
Email: rlenhart@specialtypipe.com
16. Transportation Insight Trade Vendor, $74,928
310 Main Avenue Way SE AP
Hickory, NC 28602
Contact: Rennie Faulkner
Tel: 1-828-485-5000
Email: ba@t-insight.com
17. Specialty Heat Treat Inc. Trade Vendor, $73,207
11307 W. Little York AP
Houston, TX 77041
Contact: Matt Moore
Tel: 1-713-937-3101
Email: sales@specialtyheattreat.com
18. Vallourec USA Corp. Trade Vendor, $66,224
1050 E Richey Rd AP
Houston, TX 77073
Contact: Stuart Cole
Tel: 1-713-479-3200
Email: hector.arevalo@vallourec.com;
anellina.carbone@ext.vallourec.com
19. Oracle USA, Inc. Trade Vendor, $60,250
500 Oracle Pkwy AP
Redwood City, CA 94065
Contact: Safra A. Catz
Tel: 1-888-803-7414
Email: collections_us@oracle.com
20. PTSolutions Trade Vendor, $34,546
8655 East Eight Mile Road AP
Warren, MI 48089
Contact: Jessica Peters
Tel: 1-989-413-8169
Email: sales@pts-tools.com
21. Lone Star Heat Treating Corp Trade Vendor, $33,717
3939 Blaffer Street AP
Houston, TX 77026
Contact: Scott Simmons
Tel: 1-713-672-6616
Email: lshtinfo@lsht.com
22. Magellan Corporation Trade Vendor, $33,164
3250 Solutions Center AP
Chicago, IL 60677
Contact: Keith Weiss
Tel: 1-847-205-1155
Email: info@e-magellan.com
23. Eaton Steel Corporation Trade Vendor, $33,080
10221 Capital Street AP
Oak Park, MI 48237
Contact: Mark Candy
Tel: 1-248-398-3434
Email: esbar@eatonsteel.com
24. DSV Road, Inc. Trade Vendor, $28,500
3525 Excel Drive AP
Medford, OR 97504
Contact: Chief Financial Officer
Chad Atkinson
Tel: 1-541-773-3993
Email: info@cc.us.dsv.com
25. ESP Specialty Steel Products Trade Vendor, $24,723
7404 Railhead Lane AP
Houston, TX 77086
Contact: David Landis
Tel:1-281-760-0400
Email: marketing@espsteel.com
26. Sigma Tube & Bar Trade Vendor, $23,965
363 N. Sam Houston AP
Pkwy E
Suite 770
Houston, TX 77060
Contact: Christopher Friend
TEl: 1-281-369-5525
Email: sales@sigmatb.com
27. Groves Industrial Supply Trade Vendor, $22,963
4814 Solution Center AP
Chicago, IL 60677
Contact: David Whitley
Tel: 1-713-675-4747
Fax: 1-713-675-6924
Email: dwhitley@grovesindustrial.com
28. BGH Edelstahlwerke GMBH Trade Vendor, $20,182
AM Stahlwerk 1 AP
Freital 01705
Germany
Contact: Frank Hippenstiel
Tel: 49-3516460
Email: andreas.scharf@bgh.de
29. TDC Integrated Services Trade Vendor, $19,462
210, 8507 112 ST NW AP
Edmonton, AB T6G 2L7
Canada
Contact: Lasse Pilgaard
Tel: 1-780-463-8923
Email: operations@tdcsi.com
30. Scot Forge Company Trade Vendor, $19,344
105 Scot Dr AP
Clinton, WI 53525
Contact: John Cain
Tel: 1-815-675-1000
Email: sales@scotforge.com
EP TECHNOLOGY: Sept. 17 Plan Confirmation Hearing Set
-----------------------------------------------------
On May 28, 2020, debtor EP Technology Corporation U.S.A. filed with
the U.S. Bankruptcy Court for the Central District of Illinois a
Disclosure Statement and Plan.
On July 30, 2020, Judge Mary P. Gorman approved the Disclosure
Statement and established these dates and deadlines:
* Sept. 11, 2020 is fixed as the last day for filing written
acceptances or rejections of the Plan.
* Sept. 11, 2020 is fixed as the last day for filing and serving
written objections to confirmation of the Plan.
* Sept. 17, 2020 at 9:00 a.m., by video conference is fixed for
the hearing on consideration of the confirmation of the Plan and of
such objections as may be made or have already been filed to the
confirmation of the Plan.
A full-text copy of the order dated July 30, 2020, is available at
https://tinyurl.com/y2f3y8ro from PacerMonitor.com at no charge.
About EP Technology
Founded in 1997, EP Technology Corporation U.S.A. is a developer
and manufacturer of video surveillance products, digital video
recorders, security cameras.
EP Technology Corporation sought Chapter 11 protection (Bankr. C.D.
Ill. Case No. 19-90927) on Sept. 23, 2019 in Urbana, Illinois. In
the petition signed by Kevin Wan, president, the Debtor was
estimated to have assets at $10 million to $50 million and
liabilities within the same range. Judge Mary P. Gorman oversees
the Debtor's case. FactorLaw is the Debtor's counsel.
EVEN STEVENS: Take 2 Objects to Disclosure Statement
----------------------------------------------------
Take 2, LLC, objects to the approval of Even Stevens Sandwiches,
LLC, et al.'s Disclosure Statement on the grounds that it does not
contain sufficient information regarding the treatment of Take 2's
postpetition secured financing loan to Debtors, nor does the
proposed Plan treatment of this loan reflect the loan’s proper
treatment.
Take 2 points out that the Disclosure Statement and Plan do not
make any provision for the repayment of Take 2's administrative
claim in the event Take 2 is not the highest bidder.
Take 2 further points out that there is no provision in the
Disclosure Statement or Plan for breakup fees to Take 2 in the
event it is not the successful bidder.
Attorney for Take 2, LLC:
Harold E. Campbell
LAW OFFICES OF HAROLD E. CAMPBELL P.C.
910 West McDowell
Phoenix, Arizona 85007
Tel: (480) 839-4828
Fax: (480) 897-1461
E-mail: heciii@haroldcampbell.com
About Even Stevens Sandwiches
Even Stevens Sandwiches, LLC opened its first restaurant in
downtown Salt Lake City, Utah, in June 2014. It has eight operating
locations: seven in Utah and one in Idaho.
Even Stevens Sandwiches and its affiliates each filed voluntary
Chapter 11 petitions (Bankr. D. Ariz. Lead Case No. 19-03236) on
March 21, 2019. At the time of the filing, the Debtor was
estimated to have $1,000,001 to $10 million in both assets and
liabilities.
Pernell W. McGuire, Esq., at Davis Miles Mcguire Gardner, PLLC, is
the Debtor's legal counsel.
EVERALD F. THOMPSON: Must Pay McNally $3,374 in Attorney Fees
-------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr. held that the plaintiff,
Barbara McNally, may recover from the defendant, Everald Fitzgerald
Thompson, and his attorney, Tony Graham, the sum of $3,374.75 as
attorney's fees she incurred in opposing the Motion for Protective
Orders and seeking sanctions in that regard in the case captioned
BARBARA McNALLY, Plaintiff, v. EVERALD FITZGERALD THOMPSON,
Defendant, Adversary Proceeding No. 19-10017 (Bankr. D.D.C.).
In the Plaintiff's Reply to the Defendant's Response to the Court's
Show Cause Order filed on June 8, 2020, the plaintiff included a
list of the attorney's fees she incurred in opposing the
defendant's Motion for Protective Order. The plaintiff sought an
award of fees based on 5.5 hours at $364/hour for Michael A.
Fortini plus 2.25 hours at $865/hour for Billy Lee Ponds. At the
hearing held on June 23, 2020, Graham and the defendant objected to
the amount of time as well as to the hourly fee rates as
unreasonable.
Fortini and Ponds (1) prepared and filed an Opposition to the
Motion for Protective Orders; and (2) after the court issued its
Order Denying Motion for Protective Order and Directing Defendant
and His Counsel to Show Cause Why Rule 37(b)(5) Sanctions Ought Not
Be Imposed of May 13, 2020, they prepared and timely filed on June
8, 2020, the Plaintiff's Reply to Defendant's Response to the
Court's Show Cause Order to Show Cause briefing the plaintiff's
position that an award of sanctions was warranted. Counsel attached
affidavits to the Reply documenting their hours expended on these
filings. Fortini spent 3.75 hours researching, drafting, editing
and filing the plaintiff's Opposition to the Motion for Protective
Orders and 1.75 hours drafting, editing and filing Plaintiff's
Reply to Defendant's Response to the Court's Show Cause Order.
Ponds spent 0.75 hours reviewing and conferring with Fortini
regarding the plaintiff's Opposition to the Motion for Protective
Orders, and reviewing the court's Show Cause Order. Ponds spent 1.5
hours reviewing the Defendant's Response to the Court's Show Cause
Order, and reviewing, researching, and modifying the plaintiff's
Reply as well as conferring with Fortini regarding edits to the
Reply.
Judge Teel said the 7.75 hours spent performing those tasks was
reasonable. Weighing in favor of treating the time as reasonable is
that the bulk of the work was performed by Fortini, who was billing
at a lower hourly fee than Ponds. In addition, some modest time was
spent by Ponds at the hearing of June 23, 2020, addressing the
appropriateness of the fees sought.
In the Memorandum Decision and Order Fixing Fees for Successful
Motion to Compel of August 4, 2020, Judge Teel awarded fees for the
plaintiff's successful pursuit of the plaintiff's Motion to Compel,
stating that: Based on the billing rates the court has seen in
matters of similar complexity for work performed by attorneys of
comparable experience, the rates of $637 per hour and $353 per hour
are more reasonable rates for fees to be awarded than the higher
rates from the Salazar/LSI Matrix. The defendant has not stated any
valid basis for reducing these rates, nor does the court find any.
Similarly, for the same reasons, Judge Teel said that reasonable
fees should be limited to $637 per hour for Ponds and $353 per hour
for Fortini.
The result is that the plaintiff is entitled to recover 5.5 hours
at $353/hour for Fortini plus 2.25 hours at $637/hour for Ponds,
respectively, fees of $1,941.50 and $1,433.25, for a total fee
award of $3,374.75.
A copy of the Court's Memorandum Decision and Order dated August
13, 2020 is available at https://bit.ly/2ZelFdf from Leagle.com.
Everald F. Thompson filed for chapter 11 bankruptcy protection
(Bankr. D.D.C. Case No. 19-00132) on March 5, 2019, and is
represented by Richard B. Rosenblatt, Esq. of the Law Offices of
Richard B. Rosenblatt, PC.
EXTRACTION OIL: Plan to be Funded by Revenues & Asset Proceeds
--------------------------------------------------------------
Extraction Oil & Gas, Inc. and its Debtor Affiliates filed with the
U.S. Bankruptcy Court for the District of Delaware a Joint Plan of
Reorganization dated July 30, 2020.
Class 6 consists of all General Unsecured Claims. Each Holder of an
Allowed General Unsecured Claim will receive in full and final
satisfaction, compromise, settlement, release, and discharge of,
and in exchange for such Allowed General Unsecured Claim, either:
(i) if the Combination Transaction Restructuring occurs, its Pro
Rata share of (A) the Claims Equity Allocation pro forma for the
Combination Transaction and/or (B) the Claims Alternative
Allocation; or (ii) if the Stand-Alone Restructuring occurs, its
Pro Rata share of the Claims Equity Allocation.
Class 7 consists of all Existing Preferred Interests. Each Existing
Preferred Interest shall be canceled, released, and extinguished,
and will be of no further force or effect, and each Holder of an
Allowed Existing Preferred Interest shall receive, in full and
final satisfaction, compromise, settlement, release, and discharge
of, and in exchange for such Existing Preferred Interest, either:
(i) [if the Combination Transaction Restructuring occurs, its Pro
Rata share of (A) (1) 50% of the Existing Interests Equity
Allocation pro forma for the Combination Transaction and/or (2) 50%
of the Existing Interests Alternative Allocation, (B) 50% of the
Tranche A Warrants pro forma for the Combination Transaction, and
(C) 50% of the Tranche B Warrants pro forma for the Combination
Transaction]; or (ii) if the Stand-Alone Restructuring occurs, its
Pro Rata share of (A) 50% of the Existing Interests Equity
Allocation, (B) the Existing Preferred Interest Subscription
Rights, (C) 50% of the Tranche A Warrants, and (D) 50% of the
Tranche B Warrants.
Class 8 consists of all Existing Common Interests. Each Existing
Common Interest shall be canceled, released, and extinguished, and
will be of no further force or effect, and each Holder of an
Allowed Existing Common Interest shall receive, in full and final
satisfaction, compromise, settlement, release, and discharge of,
and in exchange for such Existing Common Interest either: (i) if
the Combination Transaction Restructuring occurs, its Pro Rata
share of (A) (1) 50% of the Existing Interests Equity Allocation
pro forma for the Combination Transaction and/or (2) 50% of the
Existing Interests Alternative Allocation, (B) 50% of the Tranche A
Warrants pro forma for the Combination Transaction, and (C) 50% of
the Tranche B Warrants pro forma for the Combination Transaction;
or (ii) if the Stand-Alone Restructuring occurs, its Pro Rata share
of (A) 50% of the Existing Interests Equity Allocation, (B) the
Existing Common Interest Subscription Rights, (C) 50% of the
Tranche A Warrants, and (D) 50% of the Tranche B Warrants.
On the Effective Date, the provisions of the Plan shall constitute
a good-faith compromise and settlement of all Claims, Interests,
Causes of Action, and controversies released, settled, compromised,
discharged, satisfied, or otherwise resolved pursuant to the Plan.
The Plan shall be deemed a motion to approve the good-faith
compromise and settlement of all such Claims, Interests, Causes of
Action, and controversies pursuant to Bankruptcy Rule 9019, and the
entry of the Confirmation Order shall constitute the Bankruptcy
Court’s approval of such compromise and settlement under section
1123 of the Bankruptcy Code and Bankruptcy Rule 9019, as well as a
finding by the Bankruptcy Court that such settlement and compromise
is fair, equitable, reasonable, and in the best interests of the
Debtors and their Estates.
The Reorganized Debtors will fund distributions under the Plan with
Cash on hand on the Effective Date, the revenues and proceeds of
all assets of the Debtors, including proceeds from all Causes of
Action not settled, released, discharged, enjoined, or exculpated
under the Plan or otherwise on or prior to the Effective Date, the
Exit Facility, the Equity Rights Offering, the New Common Shares,
and the New Warrants.
On the Effective Date, Reorganized XOG shall issue the New Common
Shares and the New Warrants to fund distributions to certain
Holders of Allowed Claims and Allowed Interests. Reorganized XOG
shall enter into the Exit Facility, if any, which shall be in an
amount sufficient to pay on the Effective Date certain Holders of
Claims, and to provide incremental liquidity, if any.
A full-text copy of the Joint Plan dated July 30, 2020, is
available at https://tinyurl.com/y24mf8sy from PacerMonitor at no
charge.
The Debtors are represented by:
Kirkland & Ellis LLP
Kirkland & Ellis International LLP
601 Lexington Avenue
New York, New York 10022
Attn: Christopher Marcus, P.C.
Allyson Smith Weinhouse
Ciara Foster
- and -
Whiteford, Taylor & Preston LLC
The Renaissance Centre
405 North King Street, Suite 500
Wilmington, Delaware 19801
Attn: Marc R. Abrams
Richard W. Riley
Stephen B. Gerald
About Extraction Oil & Gas
Denver-based Extraction Oil & Gas, Inc.
--http://www.extractionog.com/-- is an independent energy
exploration and development company focused on exploring,
developing and producing crude oil, natural gas and NGLs primarily
in the Wattenberg Field in the Denver-Julesburg Basin of Colorado.
Extraction Oil & Gas and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
20-11548) on June 14, 2020. At the time of the filing, the Debtors
disclosed assets of between $1 billion and $10 billion and
liabilities of the same range.
Judge Christopher S. Sontchi oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis
International, LLP and Whireford, Taylor & Preston, LLC as legal
counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; and Moelis & Company and Petrie Partners Securities, LLC,
as investment banker and financial advisor. Kurtzman Carson
Consultants, LLC is the claims and balloting agent and
administrative advisor.
EXTRACTION OIL: Taps Protiviti Inc. as Internal Controls Servicer
-----------------------------------------------------------------
Extraction Oil & Gas, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to hire
Protiviti Inc. to provide internal controls services.
The firm's services are as follows:
(a) update process and control documentation for in-scope
processes;
(b) perform walk-throughs of in-scope processes;
(c) execute test plans approved by management over the
operating effectiveness of key Internal Control Over Financial
Reporting;
(d) summarize potential control deficiencies identified in the
design and operating effectiveness assessments of ICFR; and
(e) provide on-going project management and reporting to
senior management and the audit committee.
Protiviti anticipates all phases of the services will take
approximately 1,450 to 1,600 hours and have an overall blended rate
of approximately $120 per hour and fees of $174,000 to $192,000,
based on prior engagements with Debtors.
In addition to fees payable to Protiviti, Debtors will reimburse
the firm for out-of-pocket expenses incurred. The firm will also
receive a retainer of $40,000.
Andrew Willis, managing director at Protiviti, disclosed that his
firm is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Andrew Willis
Protiviti Inc.
600 Travis St
Houston, TX 77002
Telephone: (713) 314-4900
About Extraction Oil & Gas
Denver-based Extraction Oil & Gas, Inc. is an independent energy
exploration and development company focused on exploring,
developing and producing crude oil, natural gas and NGLs primarily
in the Wattenberg Field in the Denver-Julesburg Basin of Colorado.
Visit http://www.extractionog.comfor more information.
Extraction Oil & Gas and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
20-11548) on June 14, 2020. At the time of the filing, Debtors
disclosed $1 billion to $10 billion in both assets and
liabilities.
Judge Christopher S. Sontchi oversees the cases.
Debtors have tapped Kirkland & Ellis, LLP, Kirkland & Ellis
International, LLP and Whireford, Taylor & Preston, LLC as legal
counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; and Moelis & Company and Petrie Partners Securities, LLC
as investment banker and financial advisor. Kurtzman Carson
Consultants, LLC is the claims and balloting agent and
administrative advisor and PricewaterhouseCoopers LLP (PwC) is
Debtors' independent audit services provider.
FAIRWAY GROUP: Hires Grant Thornton as Tax Advisor
--------------------------------------------------
Fairway Group Holdings Corp., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Grant Thornton LLP, as tax advisor to the
Debtors.
Fairway Group requires Grant Thornton to:
-- provide advisory services relating to the tax implications
of potential bankruptcy scenarios, including the sales of
certain assets and the liquidation of or bankruptcy
reorganization around certain assets; and
-- advise the Debtors with respect to issues and alternative
scenarios relating to cancellation of debt income, tax
attribute modeling, attribute reduction, consolidated tax
return regulation impact, and other relevant tax
considerations and assumptions.
Grant Thornton will be paid at these hourly rates:
Partner/Principal/Managing Director $816
Senior Manager/Director $696
Manager $608
Senior Associate $492
Associate $300
Grant Thornton will be paid a retainer in the amount of $150,000.
Grant Thornton will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Barry G. Grandon, a partner of Grant Thornton LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Grant Thornton can be reached at:
Barry G. Grandon
GRANT THORNTON LLP
757 Third Avenue, 9th Floor
New York, NY 10017
Tel: (212) 599-0100
About Fairway Group Holdings Corp.
Fairway Group -- https://www.fairwaymarket.com/ -- is a food
retailer operating 14 supermarkets across the New York, New Jersey
and Connecticut tri-state area, including two with freestanding
wine and liquor stores (the Stamford and Pelham locations) and two
with in-store wine and liquor stores (the Woodland Park and Paramus
locations). The company's flagship store is located at Broadway and
West 74th Street, on the Upper West Side of Manhattan, featuring a
cafe, Sur la Route, and state of the art cooking school. Fairway's
stores emphasize an extensive selection of fresh, natural, and
organic products, prepared foods, and hard-to-find specialty and
gourmet offerings, along with a full assortment of conventional
groceries.
Fairway Group Holdings Corp. and 25 affiliated companies sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10161) on
Jan. 23, 2020.
In the petitions signed by CEO Abel Porter, the Debtors were
estimated to have $100 million to $500 million in assets and
liabilities.
Judge James L. Garrity, Jr., is assigned to the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
Peter J. Solomon and Mackinac Partners, LLC as financial advisor;
and Omni Agent Solutions as claims, noticing and solicitation
agent.
FENER LLC: Seeks to Hire Alex Cooper as Auctioneer
--------------------------------------------------
Fener, LLC, and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the District of Maryland to employ Alex Cooper
Auctioneers, Inc., as auctioneer to the Debtors.
Fener, LLC, requires Alex Cooper to market sell and auction the
Debtors' real property and improvements located at 801-03 S.
Broadway, Baltimore, Maryland.
Alex Cooper will be paid a commission of 6% of the purchase price.
To the best of the Debtors' knowledge 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.
Alex Cooper can be reached at:
Alex Cooper Auctioneers, Inc.
908 York Rd.
Towson, MD 21204
Tel: (410) 828-4838
About Fener LLC
Fener, LLC, is a Maryland limited liability company with its
principal place of business in Baltimore City. It owns the real
property and improvements located at 801 S. Broadway, Baltimore,
Md.
Kuru, Inc., operates Jimmy's Restaurant of Fells Point from the
property.
Fener, LLC and Kuru, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Md. Lead Case No. 20-10720) on Jan.
20, 2020.
At the time of the filing, Fener, LLC, disclosed assets of between
$1 million and $10 million and liabilities of the same range.
Kuru, Inc., had estimated assets of between $50,000 and $100,000
and liabilities of between $1 million and $10 million.
The Debtors tapped McNamee, Hosea, Jernigan, Kim, Greenan & Lynch,
P.A., as their legal counsel.
FIRST CHOICE: Gets Approval to Hire Patel Law as Special Counsel
----------------------------------------------------------------
First Choice Medical Group of Brevard, LLC, an affiliate of First
Choice Healthcare Solutions, Inc., received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to retain Patel
Law Group, P.A. as its special counsel.
First Choice Medical Group needs the firm's continued legal
assistance to deal with insurance companies and recover personal
injury protection benefits for its patients.
Patel Law Group will be compensated on a contingent fee basis.
Purvi Patel, Esq., at Patel Law Group, disclosed in court filings
that the firm does not represent interests adverse to First Choice
Medical Group.
Patel Law can be reached through:
Purvi S. Patel, Esq.
Patel Law Group, P.A.
1790 Highway A1A, Suite 203
Satellite Beach, FL 32937
Telephone: (321) 428-4046
Facsimile: (321) 428-4047
Email: patellawgroupfl@gmail.com
About First Choice Healthcare Solutions
Headquartered in Melbourne, Fla., First Choice Healthcare Solutions
is implementing a defined growth strategy aimed at building a
network of localized, integrated care platforms comprised of
non-physician-owned medical centers, which concentrate on treating
patients in the following specialities: orthopaedics, spine
surgery, neurology, interventional pain management and related
diagnostic and ancillary services in key expansion markets
throughout the Southeastern U.S. Visit https://www.myfchs.com for
more information.
First Choice Healthcare Solutions and its affiliates concurrently
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 20-03355) on June
15, 2020. The petitions were signed by Phillip J. Keller, interim
chief executive officer and chief financial officer.
Judge Karen S. Jennemann oversees the cases.
At the time of the filings, First Choice Healthcare Solutions had
total assets of $1,283,553 and total liabilities of $1,855,427;
First Choice Medical Group of Brevard, LLC had total assets of
$2,260,116 and total liabilities of $3,016,161; FCID Medical, Inc.
had total assets of $1,832,489 and total liabilities of $642,515;
and Marina Towers, LLC had total assets of $6,149,380 and total
liabilities of $6,558,440.
Debtors have tapped Akerman LLP as their bankruptcy counsel, Trenam
Kemker Scharf Barkin Frye O'Neil & Mullis, P.A. and Patel Law
Group, P.A. as special counsel, and CBIZ MHM, LLC as accountant.
Aaron Cohen has been appointed the Subchapter V trustee.
GADSDEN PROPERTIES: Inks Employment Contracts with Two Executives
-----------------------------------------------------------------
Gadsden Properties, Inc., entered into an employment agreement with
Douglas Funke, its chief executive officer on Sept. 1, 2020. On
that same day, the Board of Directors of the Company appointed
Michael Cha, a member of the Company's Board, as chief of staff for
the Company.
Funke Employment Agreement
On Sept. 1, 2020, the Company entered into an employment agreement
with Douglas Funke, its chief executive officer. The term of the
Employment Agreement with Mr. Funke is for a period of one year and
automatically renews for two additional one year periods unless
terminated by either the Company or an Executive in writing by
notice to such Executive or the Company delivered no fewer than two
months' prior to expiration of the then-applicable term.
Under the Employment Agreement, Mr. Funke is entitled to a base
salary of $250,000 per annum, payable in accordance with the
Company's normal payroll practices. The Executive is also eligible
for an annual bonus and to participate in the Company's stock
compensation programs as determined by the Company's Board of
Directors.
Pursuant to the Employment Agreement, the Executive and his
dependents are entitled to participate in the Company's healthcare
plans, welfare benefit plans, life insurance plans or policies,
fringe benefit plans and any qualified or non-qualified retirement
plans as in effect from time to time, on the same basis as those
benefits are made available to the other senior executives of the
Company, in accordance with the Company policy as in effect from
time to time and in accordance with the terms of the applicable
plan documents (if any).
The Executive will also be entitled to receive such perquisites as
are or have previously been made available to other senior
executives of the Company in accordance with Company policies as in
effect from time to time. The Executive will be entitled to
reimbursement for reasonable and necessary business expenses
incurred by him in the performance of his duties and
responsibilities, such expenses to be documented and reimbursed in
accordance with the Company's reimbursement and expenses policies
as in effect from time to time. The Executives shall also be
entitled to paid vacation, sick time and other leave per annum as
provided to other employees of the Company.
The Executive's employment under the Employment Agreement may be
terminated by the Company for Cause, immediately upon the delivery
of a notice of termination by the Company to the Executive. If an
Executive's employment is terminated by the Company for Cause, if
the Executive resigns other than for Good Reason, or if the term of
the Agreement expires, the Executive will be entitled to receive
any amounts earned, accrued and owing but not yet paid under
Section 2 above and any benefits accrued and due under any
applicable benefit plans and programs of the Company.
The Executive's employment under the Employment Agreement may be
terminated by the Company other than for Cause with thirty day's
written notice of termination by the Company to the Executive and
likewise shall terminate upon the Executive's resignation for Good
Reason with the provision of thirty days' written notice. Unless
the Executive enters into a release of all claims against the
Company and related parties, the Executive will receive only such
severance as is provided to other employees under the Company's
severance provisions. Should the Executive enter into a release
within 60 days from the end of his employment, the Executive shall
continue to receive his base salary through the end of the
applicable term; any bonus set for the applicable term; payments
for the health insurance coverage of the Executive and his family,
as well as payments to cover the cost of disability and/or life
insurance converted from a Company-provided policy to a personal
policy; and such other employee benefits, unreimbursed business
expenses, or other payments to which the Executive may be entitled
upon termination of employment. In addition, any non-vested stock
awards shall vest.
Cha Employment Agreement
Due to his employment with the Company, Mr. Cha has resigned, as
required, as Chairman of the Company's Audit Committee, but remains
a member of the Board. BJ Parrish was appointed to serve as
Chairman of the Audit Committee.
Mr. Cha has been the senior trader and senior energy analyst at BBT
Capital Management Advisors LLC, the Connecticut-based hedge fund
for the Bass Family of Fort Worth, Texas for the past 14 years. He
was head trader for the $1 billion long-short energy and utilities
fund, managing beta exposure, prime brokerage, portfolio
allocation, and directing commission schedules for over 40
institutional brokers. From 2016 through January 2019 he was also
responsible for identifying, analyzing and managing the investments
in the hedge fund.
Prior to that, Mr. Cha was a founding member of J.P. Morgan's
corporate debt and equity securities division in 1989-1990
following the repeal of the Glass-Steagall Act, when the J.P.
Morgan was first granted powers to underwrite corporate securities.
He brought the first equity-linked public offering by any
commercial bank since 1933, when he led the due diligence,
roadshow, and research coverage on a Dow Chemical Exchangeable Note
in 1991. At J.P. Morgan, Mr. Cha led the Independent Power
Producer (IPP) sector research team where he raised the firm to
number 3 in the IPP equity underwriting league tables from a
previously unranked position. He later headed the Oil and Gas
Exploration and Production (E&P) sector research team and lead or
co-managed over 30 primary and secondary offerings, elevating J.P.
Morgan to number 1 in the E&P league tables from a previously
unranked position. He conducted due diligence, built financial
models, published research, and marketed globally on over 25 energy
companies with assets in North America, Asia, FSU, South America,
and West Africa.
Mr. Cha was appointed until his successor is duly elected and
qualified. There are no arrangements or understandings between Mr.
Cha and any other person pursuant to which Mr. Cha was appointed to
serve as the Chief of Staff of the Company. There are no family
relationships among Mr. Cha and the Company's directors or
officers. There has been no transaction, nor is there any
currently proposed transaction, between Mr. Cha and the Company
that would require disclosure under Item 404(a) of Regulation S-K
under the Securities Exchange Act of 1934, as amended.
On Sept. 1, 2020, the Company entered into an employment agreement
with Mr. Cha. The term of the Employment Agreement with Mr. Cha is
for a period of one year and automatically renews for two
additional one year periods unless terminated by either the Company
or an Executive in writing by notice to such Executive or the
Company delivered no fewer than two months' prior to expiration of
the then-applicable term.
Under the Employment Agreement, Mr. Cha entitled to a base salary
of $250,000 per annum, payable in accordance with the Company's
normal payroll practices. The Executive is also eligible for an
annual bonus and to participate in the Company's stock compensation
programs as determined by the Company's Board of Directors.
Pursuant to the Employment Agreement, the Executive and his
dependents are entitled to participate in the Company's healthcare
plans, welfare benefit plans, life insurance plans or policies,
fringe benefit plans and any qualified or non-qualified retirement
plans as in effect from time to time, on the same basis as those
benefits are made available to the other senior executives of the
Company, in accordance with the Company policy as in effect from
time to time and in accordance with the terms of the applicable
plan documents (if any).
The Executive will also be entitled to receive such perquisites as
are or have previously been made available to other senior
executives of the Company in accordance with Company policies as in
effect from time to time. The Executive will be entitled to
reimbursement for reasonable and necessary business expenses
incurred by him in the performance of his duties and
responsibilities, such expenses to be documented and reimbursed in
accordance with the Company's reimbursement and expenses policies
as in effect from time to time. The Executives shall also be
entitled to paid vacation, sick time and other leave per annum as
provided to other employees of the Company.
The Executive's employment under the Employment Agreement may be
terminated by the Company for Cause, immediately upon the delivery
of a notice of termination by the Company to the Executive. If an
Executive's employment is terminated by the Company for Cause, if
the Executive resigns other than for Good Reason, or if the term of
the Agreement expires, the Executive will be entitled to receive
any amounts earned, accrued and owing but not yet paid under
Section 2 above and any benefits accrued and due under any
applicable benefit plans and programs of the Company.
The Executive's employment under the Employment Agreement may be
terminated by the Company other than for Cause with thirty day's
written notice of termination by the Company to the Executive and
likewise will terminate upon the Executive's resignation for Good
Reason with the provision of thirty days' written notice. Unless
the Executive enters into a release of all claims against the
Company and related parties, the Executive will receive only such
severance as is provided to other employees under the Company's
severance provisions. Should the Executive enter into a release
within 60 days from the end of his employment, the Executive shall
continue to receive his base salary through the end of the
applicable term; any bonus set for the applicable term; payments
for the health insurance coverage of the Executive and his family,
as well as payments to cover the cost of disability and/or life
insurance converted from a Company-provided policy to a personal
policy; and such other employee benefits, unreimbursed business
expenses, or other payments to which the Executive may be entitled
upon termination of employment. In addition, any non-vested stock
awards shall vest.
Resignation of Officers
Scott Crist, the Company's chief financial officer, has resigned
from the Company, effective as of Aug. 28, 2020, in order to accept
a position at another firm. The Board of Directors thanks Mr.
Crist for all his contributions, and wishes him well in his future
endeavors. Michael Cha will assume the position of interim CFO
while the Company continues its process to identify a permanent
CFO. The Company expects to identify a full-time successor within
90 days.
About Gadsden
Willow Grove, PA-based Gadsden Properties, Inc. fka FC Global
Realty Incorporated is a Nevada corporation that was formed on Dec.
28, 2010. Gadsden concentrates primarily on investments in high
quality income-producing assets, residential developments and other
opportunistic commercial properties in secondary and tertiary
markets across the United States.
FC Global reported a net loss attributable to common stockholders
and participating securities of $4.67 million for the year ended
Dec. 31, 2018, compared to a net loss attributable to common
stockholders and participating securities of $19.38 million for the
year ended Dec. 31, 2017. As of June 30, 2019, Gadsden Properties
had $134.31 million in total assets, $52.88 million in total
liabilities, $22.23 million in series A redeemable convertible
preferred stock, $3 million in Class B OPCO Units subject to
redemption, and $56.20 million in total stockholders' equity.
Fahn Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, the
Company's auditor since 2011, issued a "going concern"
qualification in its report dated April 1, 2019, citing that the
Company has incurred net losses for each of the years ended Dec.
31, 2018 and 2017 and has not yet generated any significant
revenues from real estate activities. As of Dec. 31, 2018, there
is an accumulated deficit of $139,690,000. These conditions, along
with other matters raise substantial doubt about the Company's
ability to continue as a going concern.
GAUCHO GROUP: Stockholders Pass 5 Proposals at Annual Meeting
-------------------------------------------------------------
Gaucho Group Holdings, Inc., convened its 2020 Annual Stockholder
Meeting on Sept. 2, 2020 at 4:00 p.m. Eastern Time virtually, at
which the stockholders:
(1) elected Steven A. Moel and Reuben Cannon to serve a three-
year term as Class I directors until their respective
successors are elected and qualified;
(2) approved an amendment to the Company's Amended and
Restated Certificate of Incorporation to increase the
number of authorized shares of common stock from
80,000,000 to 150,000,000;
(3) approved a reverse stock split of the outstanding shares
of common stock in a range from one-for-two (1:2) up to
one-for-twenty-five (1:25), or anywhere between, to be
implemented at the discretion of the Board if necessary to
effect a listing of the Company's common stock on the
Nasdaq;
(4) approved, on an advisory basis, the compensation of the
Company's executive officers;
(5) ratified and approved Marcum, LLP as the Company's
independent registered accounting firm for the year ended
Dec. 31, 2019; and
(6) rejected the proposal to immediately commence proceedings
to liquidate Company assets to maximize return of capital
to common stockholders.
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc. --
http://www.algodongroup.com/-- was incorporated on April 5, 1999.
Effective Oct. 1, 2018, the Company changed its name from Algodon
Wines & Luxury Development, Inc. to Algodon Group, Inc., and
effective March 11, 2019, the Company changed its name from Algodon
Group, Inc. to Gaucho Group Holdings, Inc. Through its
wholly-owned subsidiaries, GGH invests in, develops and operates
real estate projects in Argentina. GGH operates a hotel, golf and
tennis resort, vineyard and producing winery in addition to
developing residential lots located near the resort. In 2016, GGH
formed a new subsidiary and in 2018, established an e-commerce
platform for the manufacture and sale of high-end fashion and
accessories. The activities in Argentina are conducted through its
operating entities: InvestProperty Group, LLC, Algodon Global
Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties
II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its
wines in Europe through its United Kingdom entity, Algodon Europe,
LTD.
Gaucho Group reported a net loss attributable to common
stockholders of $7.38 million for the year ended Dec. 31, 2019,
compared to a net loss attributable to common stockholders of $6.40
million for the year ended Dec. 31, 2018. As of March 31, 2020,
the Company had $5.98 million in total liabilities, $7.05 million
in total liabilities, $9.02 million in series B convertible
redeemable preferred stock, and a total stockholders' deficiency of
$10.09 million. As of June 30, 2020, the Company had $5.62 million
in total assets, $7.82 million in total liabilities, $9.01 million
in series B convertible redeemable preferred stock, and a total
stockholders' deficiency of $11.20 million.
Marcum LLP, in New York, the Company's auditor since 2013, issued a
"going concern" qualification in its report dated March 30, 2020
citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
GDS TRANSPORT: Liquidity Services to Sell 25 Ford Crusader Buses
----------------------------------------------------------------
GDS Transport, LLC has proposed to sell 25 2019 Ford E-350 Champion
Crusader buses by utilizing Liquidity Services, a publicly traded
e-commerce marketplace operator based in Bethesda, Maryland.
The Debtor and Liquidity Services have entered into a Self-Listing
Consignment Sales Agreement. Pursuant to same, Liquidity Services
has developed a marketing program and is prepared to inspect and
certify all of the buses as ready for sale at cost of $200 per
inspection. Subsequently, the buses will be listed on line for
sale to qualified buyers.
The Debtor desires to sell the buses free and clear of any liens,
subject to the reserve price of $45,000 per bus.
From the sale proceeds, the Debtor asks authority to pay the
following post-petition administrative expense claims from the sale
proceeds:
(a) Any property tax obligation of the Debtor to Tarrant
County for the personal property;
(b) A sales commission of $500 per bus payable to Mark Galvan,
the independent sales representative employed by the Debtor
pursuant to the Court's Order to Employ Independent Sales
Representative filed July 27, 2020; and,
(c) Authorize Liquidity Services to receive a 6.95% sales
premium from the buyers.
The Debtor and Liquidity Services desire to close the sale of the
buses as soon as possible to prospective purchasers and consider
time to be of the essence. As such, the Debtor asks that the Court
waives the automatic stay provision set forth in Bankruptcy Rule
6004(h).
A copy of the Asset List and the Agreement is available at
https://tinyurl.com/y6rup7hx from PacerMonitor.com free of charge.
About GDS Transport
GDS Transport -- https://logisticorpgroup.com/ -- is part of
Logisticorp Group -- a full-service logistics, transportation,
supply chain and fleet services company servicing customers
globally. It serves as an end-to-end deployment partner
delivering
core supply chain services and warehouse management services.
GDS Transport, LLC, filed its voluntary petition under Chapter 11
of the Bankruptcy Court (Bankr. N.D. Tex. Case No. 20-41765) on May
15, 2020. In the petition signed by Thomas Thacker, president, the
Debtor estimated $4,685,801 in assets and $3,837,395 in
liabilities. Corey W. Haugland, Esq. at James & Haughland P.C.,
represents the Debtor.
HI-CRUSH INC: Unsecureds' Recovery at 26.2% to 37.4% in Plan
------------------------------------------------------------
Hi-Crush Inc., et al., submitted a Plan and a Disclosure
Statement.
The Plan contemplates certain transactions, including, without
limitation, the following transactions (described in greater detail
in Section IV herein):
* The Chapter 11 Cases will be financed by two
debtor-in-possession financing facilities, including (a) the DIP
ABL Facility, which consists of a $25 million super priority senior
secured asset-based revolving loan financing facility, which will
refinance and satisfy in full the Debtors’ obligations under the
Prepetition Credit Agreement and (b) the DIP Term Loan Facility,
which consists of a $40 million super priority secured delayed-draw
term loan financing facility funded by the members of the Ad Hoc
Noteholders Committee.
* On the effective date of the Plan, the Reorganized Debtors will
enter into a new credit agreement providing for a new senior
secured asset-based revolving loan facility with an aggregate
principal commitment amount of $25 million and a $25 million letter
of credit sublimit (the "Exit Facility Loans"), which will
refinance and replace the DIP ABL Facility;
* As set forth in the Restructuring Term Sheet (which is attached
as Exhibit A to the Restructuring Support Agreement, itself
attached as Exhibit A to the Plan), the Debtors will conduct a
$43.3 million Rights Offering to eligible Holders of Allowed
Prepetition Notes Claims and Allowed General Unsecured Claims, to
be fully backstopped by the Backstop Parties on the terms and
conditions set forth in the Backstop Purchase Agreement, and in
accordance with the Rights Offering Procedures, pursuant to which
the rights offering in the New Secured Notes Term Sheet (attached
as Exhibit 3 to the Restructuring Term Sheet)and described in
further detail below:
* The New Secured Convertible Notes (including the Put Option
Notes) to be issued pursuant to the Rights Offering and the
Backstop Purchase Agreement are, in the aggregate, convertible into
95% of the total number of shares of New Equity Interests that are
issued on the Effective Date after giving effect to the
consummation of the Restructuring Transactions (subject to dilution
by the New Management Incentive Plan Equity);
* The New Secured Convertible Notes will be convertible at any
time in whole or in part at the sole option of the holder thereof;
and
* There are no mandatory conversion events with respect to the
New Secured Convertible Notes except for mandatory conversion upon
the consummation of a merger or acquisition transaction involving
all, or substantially all, of the Reorganized Debtors’ assets
that has been consented to by holders of at least two-thirds in
amount of the aggregate principal amount of all then outstanding
New Secured Convertible Notes.
* The claims arising under the DIP Term Loan Facility will be
paid in full in cash from the proceeds of the Rights Offering.
The treatment of certain Classes of Claims and Equity Interests
will be as follows:
-- Payment in full of all administrative expense claims, DIP
Facility Claims, priority tax claims, other priority claims, other
secured claims, and secured tax claims (or such other treatment
rendering such claims unimpaired);
-- With respect to holders of Prepetition Notes Claims and General
Unsecured Claims:
(a) Subscription rights to participate in the Rights Offering
(which shall be attached to each applicable claim and transferable
with such claim as set forth in the Rights Offering Procedures, but
such subscription rights may only be exercised to the extent the
holder is an Accredited Investor as of the Questionnaire Deadline)
in accordance with the Disclosure Statement Order and the Rights
Offering Procedures; and
(b) Its pro rata share of 100% of the New Equity Interests
Pool, subject to dilution by(i) the New Equity Interests issued
upon conversion of the New Secured Convertible Notes and (ii) the
New Management Incentive Plan Equity;
Holders of Prepetition Notes Claims and General Unsecured
Claims are advised that the new equity interests issued to the
holders of Allowed Prepetition Notes Claims and Allowed General
Unsecured Claims under the plan are (a) subject to dilution by (i)
the new equity interests to be issued upon conversion of the new
secured convertible notes and (ii) the new management incentive
plan equity and (b) subject to the terms of the new stockholders
agreement of reorganized parent, in substantially the form to be
filed with the plan supplement, which agreement shall contain terms
and conditions acceptable to the debtors and the required
consenting noteholders.
Upon conversion of the New Secured Convertible Notes, holders
of such New Secured Convertible Notes will (a) own 95% of the new
equity interests and (b) share ownership of the remaining 5% of the
new equity interests pro rata with holders of Allowed Prepetition
Notes Claims and Allowed General Unsecured Claims who do not
participate in the rights offering, in each case, subject to
dilution by the new management incentive plan equity. accordingly,
the Debtors recommend that eligible holders of Prepetition Notes
Claims and General Unsecured Claims participate in the rights
offering to maximize their recovery under the Plan.
-- The New Equity Interests issued pursuant to the Plan to the
holders of Prepetition Notes Claims and General Unsecured Claims is
(a) subject to the terms of the New Stockholders Agreement of
Reorganized Parent, in substantially the form to be filed with the
Plan Supplement, which agreement shall contain terms and conditions
acceptable to the Debtors and the Required Consenting Noteholders,
and (b) subject to dilution by (i) the New Equity Interests issued
upon conversion of the New Secured Convertible Notes and (ii) the
New Management Incentive Plan Equity; and
-- The Old Parent Interests will be cancelled, and each holder of
an Old Parent Interest will not receive any distribution or retain
any property on account of such Old Parent Interest.
-- After the Effective Date, the New Board will adopt a management
equity incentive plan for the benefit of the new management of the
Reorganized Debtors. The New Management Incentive Plan Equity
issued pursuant to such management equity incentive plan shall
dilute all New Equity Interests equally, including the New Equity
Interests issued upon conversion of the New Secured Convertible
Notes after the Effective Date.
Class 5 General Unsecured Claims total $86.7 million, and holders
of these claims may recover 26.2% to 37.4%. Each Holder of an
Allowed Class 5 Claim will receive, in full satisfaction,
settlement, discharge and release of, and in exchange for, such
Allowed Class 5 Claim its Pro Rata share of the following or such
other less favorable treatment as to which the Debtors or
Reorganized Debtors, as applicable, and the Holder of such Allowed
Class 5 Claim will have agreed upon in writing:
(i) The Subscription Rights (which will be attached to each
Allowed General Unsecured Claim and transferable with such Allowed
General Unsecured Claim as set forth in the Rights Offering
Procedures, but such Subscription Rights may only be exercised to
the extent such Holder is an Accredited Investor) in accordance
with the Disclosure Statement Order and Rights Offering
Procedures.
(ii) 100% of the New Equity Interests Pool, shared Pro Rata with
the Holders of Allowed Prepetition Notes Claims (subject to
dilution by (A) the New Equity Interests issued upon conversion of
the New Secured Convertible Notes and (B) the New Management
Incentive Plan Equity).
A full-text copy of the Disclosure Statement dated July 27, 2020,
is available at https://tinyurl.com/y2a4sbyo from PacerMonitor.com
at no charge.
[Proposed] Counsel for the Debtors and Debtors-in-Possession:
Timothy A. ("Tad") Davidson II
Ashley L. Harper
HUNTON ANDREWS KURTH LLP
600 Travis Street, Suite 4200
Houston, Texas 77002
Telephone: (713) 220-4200
Facsimile: (713) 220-4285
- and -
George A. Davis
Keith A. Simon
David A. Hammerman
Annemarie V. Reilly
Hugh K. Murtagh
LATHAM & WATKINS LLP
885 Third Avenue
New York, New York 10022
Telephone: (212) 906-1200
Facsimile: (212) 751-4864
About Hi-Crush
Hi-Crush Inc. -- http://www.hicrushinc.com/-- is a
fully-integrated provider of proppant and logistics services for
hydraulic fracturing operations, offering frac sand production,
advanced wellsite storage systems, flexible last mile services, and
innovative software for real-time visibility and management across
the entire supply chain. The Company's strategic suite of
solutions provides operators and service companies in all major
U.S. oil and gas basins with the ability to build safety,
reliability and efficiency into every completion.
Hi-Crush and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 20-33495) on
July 12, 2020. As of March 31, 2020, Debtors had total assets of
$953.082 million and total liabilities of $699.137 million.
Judge David R. Jones oversees the cases.
The Debtors tapped Hunton Andrews Kurth LLP and Latham & Watkins
LLP as their legal counsel, Alvarez & Marsal North America LLC as
financial advisor, and Lazard Freres & Co. LLC as investment
banker. Kurtzman Carson Consultants LLC is the claims and noticing
agent and solicitation agent.
HOTEL OXYGEN: Noteholders File Reorganization Plan for HOPS
-----------------------------------------------------------
A group of creditors holding 42 partially secured promissory notes
referred to in the bankruptcy cases of Hotel Oxygen Midtown I, LLC,
et al., as the Profectus Noteholders, has filed a proposed Plan of
Reorganization for Hotel Oxygen Palm Springs, LLC (HOPS).
HOPS was formed to acquire the Ivy Palm Resort Hotel in Palm
Springs, California ("Ivy Hotel") for $8.75 Million dollars. As
described on its web page, the Ivy Hotel is a 100-room resort
surrounded by lush landscape and towering palm trees. The Ivy
Hotel has two pools, two Jacuzzis. Its rooms are accessible from a
two-story exterior corridor. As represented to the Proponents,
after acquiring the Ivy Hotel, HOPS would "power-clean" the hotel,
bring in "world class management," boost revenue and profitability
and refinance it within a year and use the refinancing to pay off
the Proponents and fund a major renovation of the hotel. HOPS
closed on its acquisition of the Ivy Hotel on May 1, 2018 with
money raised from the Proponents, and a $4.75 million six-month
seller carry-back loan that would mature November 1, 2018.
The Proponents assert that the HOPS estate has fraudulent transfer
or preferential transfer claims against Hotel Oxygen Midtown I, LLC
("HOMS"), Oxygen Hospitality Group, Inc., ("OHG"), arising out the
use of HOPS funds to acquire the Wyndham Garden Phoenix.
Proponents intend to file such actions on behalf of the Reorganized
Debtor shortly after the Plan Effective Date. In addition, the
Proponents believe that the HOPS estate has claims against OHG,
Yaron Ashkenazi, Merv Chia, Peter Anadranistakis and David Valade
for breaching their fiduciary duties of care, loyalty and candor to
HOPS and its creditors.
Class 2 Claims of Downtown Associates secured by the Ivy Hotel,
Class 3 claims of Riverside County Tax Assessor, and Class 4 Claims
of One TIJ, Inc., for its materialman's liens against the Ivy
Hotel, and Class 5 DIP Financing claims are unimpaired in the
Plan.
Class 6 Non-Insider Unsecured Claims are impaired. The Proponents
estimate, after eliminating duplicate claims, that there are
$12,349,838 Class 6 claims. On the Plan Effective Date, each
holder of an allowed Class 6 claim will be issued membership
interest in the Reorganized Debtor. Each Class 6 claim holder's
capital account in the Reorganized Debtor will equal the face
amount of their allowed claim. Each holder's percentage of
ownership in the Reorganized Debtor will equal their pro rata share
of the total allowed Class 6 Claims.
Class 7 Insider Claims are impaired and will receive nothing on
their claims.
Class 8 Equity Interests will be cancelled, and holders will
receive nothing on account of those interests.
Payments and distributions under the Noteholder Plan will be funded
by the following: Exit/Bridge Financing, operating the Ivy Hotel,
and possibly converting some or all of the Ivy Hotel to extended
stay or apartments, refinance or sale of the Ivy Hotel.
A full-text copy of the Disclosure Statement dated July 25, 2020,
is available at https://tinyurl.com/yyuxo2h6 from PacerMonitor.com
at no charge.
Counsel for Profectus Wealth Management Company Noteholders:
Kasey C. Nye
WATERFALL, ECONOMIDIS, CALDWELL,
HANSHAW & VILLAMANA, P.C.
Williams Center, Suite 800
5210 E. Williams Circle
Tucson, AZ 85711
Tel: (520) 790-5828
E-mail: knye@waterfallattorneys.com
About Hotel Oxygen Midtown I
Hotel Oxygen Midtown, I, LLC, and Hotel Oxygen Palm Springs, LLC,
are affiliate companies which operate hotels in Phoenix, Ariz. The
companies are wholly owned subsidiaries of Oxygen Hospitality
Group, Inc., an owner-operator hospitality company that acquires,
renovates and manages a portfolio of mid-to upper scale branded and
independent hotel assets in the U.S. Founded in 2017, Oxygen
Hospitality is privately held and is headquartered in Phoenix,
Ariz.
Hotel Oxygen Midtown, I and its affiliates, Hotel Oxygen Palm
Springs, A Great Hotel Company, Arizona LLC, and A Great Hotel
Company, LLC, filed Chapter 11 petitions (Bankr. D.Ariz. Lead Case
No. 19-14399) on Nov. 12, 2019. In the petitions signed by David
Valade, chief financial officer, Hotel Oxygen Midtown was estimated
to have assets of $1 million to $10 million and liabilities of
$100,000 to $500,000. Judge Paul Sala oversees the cases. Guidant
Law, PLC, is the Debtors' legal counsel.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors. The committee is represented by Dickinson Wright PLLC.
HUDBAY MINERALS: Fitch Rates New Senior Unsecured Notes 'B+/RR4'
----------------------------------------------------------------
Fitch Ratings has assigned a 'B+'/'RR4' rating to Hudbay Minerals
Inc.'s new senior unsecured notes. The proceeds will be used to
refinance the company's $400 million senior unsecured notes due
2023 and for general corporate purposes.
The ratings reflect Hudbay Minerals Inc.'s modest size,
concentration in four mines and extensive track record of operating
copper mines from exploration to production. The ratings consider
Hudbay's low-cost position at Lalor; average cost position and long
mine life at Constancia; and modest mine lives in Manitoba, Canada.
Hudbay's mines are in low-risk jurisdictions and leverage is in
line with the ratings.
The ratings reflect Hudbay's commodity diversification and Fitch's
expectation for significant FCF generation beginning in 2022,
following a period of elevated growth capital spending to improve
the production profile. Fitch believes the organic growth pipeline
and ability to offer operational expertise in a potential
partnership provides optionality, should Rosemont be delayed longer
than expected.
KEY RATING DRIVERS
Low-Cost Position: Hudbay's key mines have a first- or
second-quartile cost position and are located in low-risk
mining-friendly jurisdictions in Canada and Peru. The mine plan for
Constancia supports a 17-year mine life, Lalor supports an initial
10-year mine life, Pampacancha supports a six-year mine life and
the 777 mines are expected to be depleted in 2022. Hudbay has since
conducted exploration drilling and advanced engineering studies on
regional deposits in the Snow Lake region, which resulted in the
mine life of Snow Lake operations now totaling 18 years.
Hudbay has an extensive track record of operating copper mines from
exploration to production and has a number of projects in the
exploration and development phases. Fitch expects annual copper
production to generally average between 110,000 tonnes and 120,000
tonnes in the next few years.
Exposure to Copper: Fitch views Hudbay as having meaningful
commodity diversification through its gold and zinc production.
However, the company has a longer-term focus on copper, which
accounted for 58% of consolidated revenues in 2019. Hudbay
estimated, as of YE 2019, a $0.10/lb change in the price of copper
from the company's 2020 base case of $2.75/lb would change
operating cash flow before working capital changes by $62 million
in 2020. Hudbay's average realized copper price was $2.73/lb in
2019, compared with $2.93/lb in 2018. Copper prices started trading
below $2.72/lb in 2Q19, as a result of lower growth expectations in
China. This was due to the escalation of trade tensions between the
U.S. and China, as China accounts for about half of global copper
consumption.
Prices began trading above $2.72/lb with the announcement of the
phase one trade deal, peaking at about $2.86/lb, prior to awareness
of the coronavirus pandemic, after which copper prices fell
precipitously to below $2.54/lb. Current spot prices are around
$3.01/lb, which compares with Fitch's assumptions of $2.65/lb in
2020, $2.72/lb in 2021 and $2.81/lb in 2022.
FCF Expectations: The combination of lower copper production and
elevated growth capital spending results in its expectation for
negative FCF in 2020 and 2021. The New Britannia mill refurbishment
costs are expected to total approximately $115 million in 2020 and
2021. Hudbay announced in 2Q20 it entered into a gold forward sale
and pre-pay, in which it received $115 million for delivery of
approximately 80,000 ounces of gold in 2022 and 2023. This
transaction bolstered liquidity and pre-funded the entire capital
budget for the New Britannia mill refurbishment.
Fitch expects Pampacancha development capex to be $70 million
before costs associated with recognizing current uses of the land
by certain community members. Fitch expects significantly higher
FCF generation, averaging around $170 million in 2022 and 2023,
following a period of elevated capital spend, driven by higher
copper and gold production and reduced growth capital spending.
High-Grade Pampacancha Deposit: Production of copper in Peru is
forecast to decline by about 35% in 2020 compared with 2019,
primarily due to planned lower copper grades at Constancia and
coronavirus-related suspension of mining activities. Hudbay
received approval in February 2020 of a surface rights agreement
for the Pampacancha deposit and expects to begin mining ore in
early 2021. The addition of Pampacancha, a higher-grade deposit,
helps offset lower grade Constancia production and results in total
expected copper production in Peru increasing by roughly 18% from
2020 to 2022.
Significant Gold Production: The New Britannia mill restart is
expected to be completed in 2021, in concert with higher grade gold
production at Lalor beginning in 2022. The combination results in
significantly higher gold production, which Fitch expects to
account for roughly 20% of sales in 2022 and 2023, given its price
assumptions.
Once the New Britannia mill is commissioned, annual gold production
from Snow Lake is expected to be approximately 140,000 ounces
during the first five years at a sustaining cash cost, net of
by-product credits, of approximately $450/ounce of gold. Fitch
expects total gold production in 2022 to be roughly double 2019
gold production. Fitch views the higher gold production as
diversifying Hudbay's commodity exposure and benefiting FCF
generation.
Rosemont Development Delayed: Rosemont is a $1.9 billion project in
Arizona expected to average 112,000 tonnes of copper over the
19-year life-of-mine plan at cash costs of $1.29/lb. The U.S. Army
Corps of Engineers issued the Section 404 Water Permit in March
2019 for Rosemont. The Final Record of Decision (FROD), the final
administrative step in the permitting process before the project
can move forward to development, was received from the U.S. Forest
Service (USFS) in June 2017.
The USFS approved the Mine Plan of Operations for Rosemont in March
2019. The U.S. District Court issued a ruling on July 31, 2019,
where it vacated the USFS's issuance of the FROD, suspending
construction work at Rosemont. Hudbay appealed the decision to the
U.S. 9th District Court of Appeals, and the company is expecting a
decision by YE 2021.
Fitch has conservatively not included Rosemont production or
spending over the rating horizon in its rating case, given the
uncertainty in timing of completion of the court process. Fitch
views Hudbay's exploration success, organic growth pipeline and its
ability to offer operational expertise in a potential partnership
as providing optionality should the Rosemont project be delayed
beyond expectations.
Declining Leverage Profile: Given Fitch's commodity price
assumptions, Fitch expects total debt/EBITDA to peak in 2020 at
roughly 4.8x before trending to below 3.0x in 2022, driven by
higher copper and gold production. Rosemont spending, not included
in Fitch's forecast, will require substantial capital. Fitch
believes Hudbay will likely pursue a partnership for Rosemont and
any other considerably large capital spending projects in order to
de-risk projects and protect its balance sheet.
Hudbay entered into a stream agreement with Wheaton Precious Metals
contemplating an upfront initial deposit of $230 million in
exchange for the delivery of approximately 100% of payable gold and
silver produced from Rosemont at a cash price of $450/ounce for
gold and $3.90/ounce for silver. This arrangement provides upfront
capital to fund Rosemont development.
DERIVATION SUMMARY
Hudbay compares favorably in size, in terms of EBITDA, and in
commodity diversification with diamond producer Mountain Province
Diamonds Inc. (CCC/Negative). Hudbay is smaller than copper
producer First Quantum Minerals Ltd. (B-/Stable). However, First
Quantum has significant exposure to higher risk jurisdictions and
less favorable leverage metrics. Hudbay is larger and more
diversified by commodity, has less-concentrated operations and a
favorable reserve life compared with Gran Columbia Gold Corp.
(B/Stable). However, Gran Columbia has favorable leverage metrics.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
Include:
-- Production generally in line with the life-of-mine plan;
-- Copper prices of $5,850/tonne in 2020, $6,000/tonne in 2021,
$6,200/tonne in 2022 and $6,400/tonne in 2023;
-- Zinc prices of $2,100/tonne in 2020 and 2021, $2,000/tonne in
2022 and $2,100/tonne in 2023;
-- Gold prices of $1,700/ounce in 2020, $1,400/ounce in 2021 and
$1,200/ounce in 2022 and 2023;
-- New Britannia mill refurbishment is completed in 2021 and
begins production in 2022 in line with higher grade gold production
at Lalor;
-- Significant Rosemont capital spending is delayed beyond the
rating horizon.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Improved copper price environment and/or higher metal
recoveries leading to total debt/EBITDA sustained below 3.0x;
-- FFO net leverage sustained below 3.0x;
-- Reduced completion risks and funding strategy, which mitigates
risk associated with the Rosemont project;
-- Improved size and scale or improved commodity
diversification.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Total debt/EBITDA sustained above 4.0x;
-- FFO net leverage sustained above 4.0x;
-- Sustained negative FCF beyond 2021, excluding Rosemont
development capital;
-- Material delays in completion of the New Britannia mill
refurbishment beyond 2021, which drives a material shift in
expected production and commodity mix;
-- Shift in financial policy resulting in shareholder returns
being prioritized in combination with the average mine life
depleting materially.
LIQUIDITY AND DEBT STRUCTURE
Solid Liquidity: Cash and cash equivalents were $391 million as of
June 30, 2020, and $293 million was available under the $400
million, in aggregate, revolving credit facilities after
utilization for LOC. The Hudbay Minerals Inc. revolver and the
Hudbay Peru S.A.C. revolver both mature on July 14, 2022. Given its
commodity price assumptions, Fitch expects FCF drain of $290
million in 2020 and positive FCF beginning in 2022. Debt maturities
are modest before the notes due January 2025.
The highest level of Environmental, Social and Governance (ESG)
credit relevance is a score of '3'. ESG issues are credit neutral
or have only a minimal credit impact on the entity(ies), either due
to their nature or the way in which they are being managed by the
entity(ies).
HUDBAY MINERALS: Moody's Rates Senior Unsecured Notes 'B3'
----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to HudBay Minerals,
Inc.'s proposed new senior unsecured notes. Proceeds will be used
to refinance existing unsecured notes and for general corporate
purposes, including additional debt repayment and to pay related
fees and expenses.
Assignments:
Issuer: HudBay Minerals, Inc.
Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD4)
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'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 RATING
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 this rating 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.
HVI CAT: Sept. 23 Trustee Auction of Substantially All Assets
-------------------------------------------------------------
Judge Martin R. Barash of the U.S. Bankruptcy Court for the
Southern District of New York authorized the bidding procedures
proposed by Michael A. McConnell, the Chapter 11 Trustee for the
estate of HVI Cat Canyon, Inc., in connection with the auction sale
of substantially all assets.
A hearing on the Motion was held on Sept. 4, 2020 at 3:00 p.m.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Sept. 18, 2020 at 12:00 p.m. (PT)
b. Initial Bid: Any Bid for the Purchased Assets will be not
less than the sum of the value under the Stalking Horse Bidder's
APA plus the sum of (i) the $300,000 Expense Reimbursement and (ii)
a minimum initial overbid increment in the amount of $250,000.
c. Deposit: 10% of the aggregate cash and non-cash Purchase
Price of the Bid
d. Auction: Sept. 23, 2020 at 10:00 a.m. (PT) is the date and
time the Auction, if one is needed, will be held virtually via Zoom
or similar videoconference technology, or at such later date and
time as the Trustee will notify all Qualified Bidders that have
submitted Qualified Bids (which will be deemed to include the
Stalking Horse Bidder). The Auction may be postponed, adjourned,
or cancelled as the Trustee deems appropriate.
e. Bid Increments: $250,000
f. Sale Hearing: Oct. 5, 2020 at 10:00 a.m. (PT)
g. Sale Objection Deadline: Sept. 21, 2020
h. UBS AG, London Branch and UBS AG, Stamford Branch will have
the right to credit bid all or any portion of its allowed secured
claim at the Auction, in accordance with the applicable terms of
the Trustee Financing and the UBS Secured Debt, respectively. Any
assignee of UBS may only credit bid upon agreement of the Trustee
or upon order of the Court. Santa Barbara County's request to
credit bid is denied.
i. Expense Reimbursement: $300,000
The form of Sale Notice is approved. Within three days after the
entry of the Order, the Trustee will serve the Sale Notice upon all
the Sale Notice Parties. The Trustee is authorized and directed to
publish the Sale Notice, as modified for publication, in the Los
Angeles Times or other suitable regional newspaper, and in the
Santa Barbara Independent or other suitable local Santa Barbara
newspaper within five business days of the date of service of the
Sale Notice.
The form of Post-Auction Notice is approved. No later than noon
the calendar day after the conclusion of the Auction, if any, the
Trustee will file the Post-Auction Notice identifying any
Successful Bidder(s) on the Court's docket and, to the extent that
any non-Debtor party to an executory contract or unexpired lease
that is proposed to be assumed and assigned to the Successful
Bidder(s) has not filed a notice of appearance on the docket in the
Case, serve the Post-Auction Notice on such parties and on all
parties who have requested notice.
The Assumption Notice is approved. Within five days after the
entry of the Order, the Trustee will file with the Court the
Assumption Notice and a list of the Designated Contracts.
Notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, or
otherwise, the Court, for good cause shown, orders that the terms
and conditions of the Order will be immediately effective and
enforceable upon its entry.
A copy of the Bidding Procedures is available at
https://tinyurl.com/y59zfdc8 from PacerMonitor.com free of charge.
About HVI Cat Canyon Inc.
HVI Cat Canyon, Inc., is a privately held oil and gas extraction
company based in New York.
HVI Cat Canyon sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 19-12417) on July 25, 2019. In the
petition signed by Alex G. Dimitrijevic, president and COO, the
Debtor was estimated to have assets of between $100 million and
$500 million and liabilities of the same range.
On Aug. 28, 2019, the New York Court entered an order transferring
the venue to U.S. Bankruptcy Court for the Northern District of
Texas, and assigned Case No. 19-32857.
Weltman & Moskowitz, LLP, is the Debtor's bankruptcy counsel.
The Office of the U.S. Trustee on Aug. 9, 2019, appointed three
creditors to serve on the official committee of unsecured creditors
in the Debtor's case.
IQOR HOLDINGS: Begins Voluntary, Prepackaged Chapter 11 Process
---------------------------------------------------------------
iQor, a managed services provider of customer engagement and
technology-enabled BPO solutions, announced Sept. 10, 2020, that
iQor Holdings Inc. and each of its U.S. subsidiaries have filed
voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in
the United States Bankruptcy Court for the Southern District of
Texas to implement an agreement between a majority of its secured
lenders to recapitalize its funded debt.
The Debtors have commenced these Chapter 11 cases with a
pre-packaged plan of reorganization (the "Plan") that includes the
requisite stakeholder support in favor of the Plan. The Plan has
the overwhelming support of the Company's lenders, with holders of
97% of the Company's first lien notes and 84% of the Company's
second lien notes already voting to approve the Plan. The company
has not received any votes to reject the plan. The Company's
filing and the Plan represent an essential step to improve the
Company's financial stability and address certain upcoming debt
maturities.
The Company's Chapter 11 cases are limited to the Company's U.S.
entities and operations. International operations in the
Philippines, India, Mexico, Poland, Canada, Panama, Trinidad and
Hong Kong are not included in the filing. Importantly, all of
iQor's businesses, whether included in the filing or not, are
operating in the ordinary course and anticipate continuing to do so
throughout the duration of the Chapter 11 process, from which the
Company fully expects to emerge financially stronger within
approximately 45 days.
"Over the past year, iQor has explored strategic initiatives to
reduce our debt load and right-size our capital structure following
an ambitious acquisition that ultimately underperformed," said Gary
Praznik, President and Chief Executive Officer of iQor. "The
recent steps we have taken toward achieving and executing our BPO
platform strategy have moved us forward, as has our efficient
response to COVID-19 disruptions. While we have made progress in
rapidly expanding our end-to-end customer strategy, our capital
structure remains over-levered relative to the current size of our
operations. Accordingly, we determined that additional measures
were necessary and in the Company's long-term best interest as we
work to reach our goals and capitalize on new opportunities."
"Our guiding principle in making the decision to pursue an in-court
restructuring is to provide iQor with the best path forward to
achieve long-term stability, growth and profitability," Mr. Praznik
continued. "With the support of our lenders, today’s action is a
meaningful, strategic step and the right choice to realize the full
benefit of our efforts and best position iQor for future success."
To support continuity, iQor has filed a motion seeking U.S.
Bankruptcy Court approval of $130 million of debtor-in-possession
("DIP") financing, consisting of a $80 million A/R facility and $50
million term loan, which will be available to support the Company's
ongoing operations through the restructuring process. iQor expects
the DIP financings to be refinanced with a new $80 million exit A/R
facility and a new exit term loan of up to $97.5 million upon
emergence from Chapter 11.
Additionally, iQor has filed a series of other First Day Motions
that, subject to approval of the U.S. Bankruptcy Court, will allow
the Company to continue to operate in the ordinary course of
business while it works to reshape its capital structure. According
to the First Day Motions, iQor has sought authority to allow it to
continue to satisfy employee-related claims, obtain access to
additional financing under the proposed post-petition financing
agreement, pay vendors for all postpetition obligations in the
ordinary course, and perform other critical functions and processes
necessary for the Company to continue operations.
Further information about the Chapter 11 case can be found at:
https://omniagentsolutions.com/iqor
iQor has also established a dedicated hotline for inquiries
pertaining to this matter, which can be reached at (888) 626-8512.
iQor is advised in this process by FTI Consulting as financial
advisor, Evercore as investment banking advisor, and Kirkland &
Ellis LLP as legal advisor.
About iQor
iQor is a managed services provider of customer engagement and
technology-enabled BPO solutions. With 35,000 employees in 9
countries, we partner with many of the world's best-known brands to
deliver aftermarket product and customer support solutions that
span the consumer value chain, from customer care and receivables
management to product diagnostics and repair services. Its
award-winning technology, logistics, and analytics platforms enable
us to measure, monitor, and analyze brand interactions, improve
business processes, and find operational efficiencies that lead to
superior outcomes for our partners across the customer and product
life cycles. For more information, visit http://www.iqor.com/or
follow us at www.twitter.com/iqor
IQOR HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: iQor Holdings Inc.
200 Central Avenue, 7th Floor
St. Petersburg, FL 33701
Business Description: The Debtors, together with their non-
Debtor affiliates, comprise a
multinational business process
outsourcing company that provides a
range of customer support and
outsourcing services to some of the
world's largest brands. The
Debtors' operations consist of two
primary business segments -- the
customer care/call center business and
the product support business. The
Debtors' call center business provides
customers with multiple service
offerings, including technical support
solutions, omnichannel customer
experience solutions, analytical enabled
customer retention solutions and revenue
generation support services. The
Debtors' product support business
provides customers with technical
services and supply chain solutions,
including repair services, quality
assurance, kitting and packing, asset
recovery and recycling services, supply
chain management, and service parts
logistics. The Debtors are
headquartered in St. Petersburg,
Florida, but their operations are
extensive and span across North America,
Europe, and Asia. Visit
https://www.iqor.com for more
information.
Chapter 11 Petition Date: September 10, 2020
Court: United States Bankruptcy Court
Southern District of Texas
Twenty-three affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
iQor Holdings Inc. (Lead Debtor) 20-34500
RMS Canada Holding Corp. 20-34479
Interactive Response Technologies, LLC 20-34483
iQor Global Services, LLC 20-34486
IQor MPC, LLC 20-34491
Telmar Holdings I, Inc. 20-34495
First Contact LLC 20-34497
IQor I LLC 20-34499
iQor of Texas, LP 20-34478
Receivable Management Services Recovery Division LLC 20-34480
The Receivable Management Services LLC 20-34481
Cyber City Teleservices Marketing, Inc. 20-34482
iQor Seller Services LLC 20-34484
Receivable Management Services International, LLC 20-34485
Allied Interstate LLC 20-34487
iQor Holdings US LLC 20-34488
Collectech Systems LLC 20-34489
iQor Technologies Inc. 20-34490
iQor Texas Holdings, LLC 20-34492
TechFive, LLC 20-34493
Telmar Allied, LLC 20-34494
THC Holdings, Inc. 20-34496
iQor US Inc. 20-34498
Judge: Hon. David R. Jones
Debtors'
Generll
Bankruptcy
Counsel: Christopher Marcus, P.C.
Rachael M. Bazinski, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: christopher.marcus@kirkland.com
rachael.bazinski@kirkland.com
Debtors'
Local
Bankruptcy
Counsel: Matthew D. Cavenaugh, Esq.
Jennifer F. Wertz, Esq.
Genevieve M. Graham, Esq.
Vienna F. Anaya, Esq.
JACKSON WALKER L.L.P.
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
Email: mcavenaugh@jw.com
jwertz@jw.com
ggraham@jw.com
vanaya@jw.com
Debtors'
Financial
Advisor &
Investment
Banker: EVERCORE GROUP L.L.C.
Debtors'
Restructuring
Advisor: FTI CONSULTING INC.
Debtors'
Notice &
Claims
Agent: OMNI AGENT SOLUTIONS
https://cases.omniagentsolutions.com/documents?clientid=CsgAAncz%2b6Y0Ome3MVOwvSSMZGtAac31oRfkj8XEdqLHXEprid49%2bboNtI%2bK2Iovl8Ceo5s%2bFjg%3d&tagid=1182
Estimated Assets
(on a consolidated basis): $1 billion to $10 billion
Estimated Liabilities
(on a consolidated basis): $1 billion to $10 billion
The petitions were signed by David A. Kaminsky, chief financial
officer.
A copy of iQor Holdings' petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/DKHVWBQ/iQor_Holdings_Inc__txsbke-20-34500__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Ivy Technology Global Imdemnification $7,124,682
Services, LLC
Ivy Technology Master
Holdings, LLC
c/o Staple Street Capital
1290 Avenue of the Americas,
10th Floor
New York, New York 10104
Attn: Hootan Yaghoobzadeh
hootan@staplestreetcapital.com
2. California District Attorneys Litigation $4,028,364
Hoon Chun
211 W. Temple Street, 10th Floor,
Los Angeles, CA 90012
Email: hchun@da.lacounty.gov
3. Deloitte Consulting LLP Professional $1,053,141
2200 Ross Ave, Ste 1600 Services
Dallas, TX 75201
Email: deloittepayments@deloitte.com;
Kritee.Sachdeva@iqor.com
4. AT&T Trade $964,415
225 W Randolph St
Chicago, IL 60606
Email: CSSControl@rdsmail.ims.att.com
5. Nice Systems Inc. Trade $907,200
P.O. Box 7247-7301
Philadelphia, PA 19170-7301
Email: Customer.orders@nice.com;
navit.bitton@nice.com
6. Oracle America Inc. Trade $901,351
500 Oracle Pkwy
Rewood Shores, CA 94065
Email: maribel.hernandez@oracle.com
7. Redacted Deferred $794,924
Compensation
8. EPE USA Trade $728,636
17654 Newhope St, Ste A
Fountain Valley, CA 92708
Email: jlopez@epeusa.com;
cortiz@epeusa.com
9. Benefit Packaing of Trade $672,716
Kansas City Inc.
P.O. Box 411145
Kansas City, MO 64141-1145
Email: ar@bpkc.com
10. CDW Direct LLC Trade $582,070
P.O. Box 75723
Chicago, IL 60675-5723
Email: briawin@cdw.com
11. LiveVox Inc. Trade $580,200
P.O. Box 775337
Chicago, IL 60677-5337
Email: madler@livevox.com
12. Microsoft Licensing GP Trade $531,683
1950 N Stemmons Fwy, Ste 5010
Dallas, TX 75207
Email: janet.cooper@microsoft.com
13. Cable Technologies Trade $508,550
International, Inc.
720 Johnsville Blvd.,Suite 925
Warminster, PA, 18974
Email: pcardelljr@cabletechnologies.com;
abirch@cabletechnologies.com
14. Redacted Deferred $460,397
Compensation
15. Bain and Company Inc. Professional $459,000
131 Dartmouth St Services
Boston, MA 02116
Email: Borjana.Pesikan@bain.com
16. Amazon Web Srvcs Inc. Trade $359,739
410 Terry Ave N
Seattle, WA 98109
Email: aws-receivables-
support@email.amazon.com
17. Eagle Business Trade $312,500
Solutions, LLC
111 2nd Ave Ne, Ste 1006
St Petersburg, FL 33701
Email: accounting@eagledatagistics.com;
baffonso@eagledatagistics.com
18. Successfactors Trade $302,885
1 Tower Pl, Ste 1100
South San Francisco, CA 94080
Email: successfactors@acctrec.com
19. Meridian IT Inc. Trade $256,183
P.O. Box 33950
Chicago, IL 60694-3950
Email: bweigel@meridianleasing.net;
mike.stisser@meridianitinc.com
20. Redacted Deferred $240,435
Compensation
21. Communication Test Trade $240,388
Design Inc.
1373 Enterprise Drive
West Chester, PA 19380
Email: Shartshone@ctdi.com
sdenno@ctdi.com
22. PrideStaff, Inc. Trade $209,347
P.O. Box 205287
Dallas, TX 75320-5287
Email: jbergstrom@pridestaff.com
23. Computer Design and Trade $161,797
Integration
696 Rt 46
West Teterboro, NJ 07608
Email: Rich.Falcone@CDILLC.com;
Brad.Curtis@CDILLC.com;
Tim.Watrous@CDILLC.com
24. Redacted Deferred $151,136
Compensation
25. Qwest Communications Trade $150,068
Company LLC
1801 California St 1220
Denver, CO 80202-2658
Email: cashops@centurylink.com;
Jerrilynn.Ward@qwest.com
26. Redacted Deferred $147,350
Compensation
27. Zhuhai Senyang Packing $138,607
Technology Co,Ltd
2nd Baiteng Rd,
Doumen District, Zhuhai,
190 519000 China
Email: Jessie.huang@senyangpacking.com;
kevin.du@senyangpacking.com
28. Redacted Deferred $134,773
Compensation
29. Indeed Inc. Trade $130,055
Mail Code 5160
P.O. Box 660367
Dallas, TX 75266-0367
Email: Billing@indeed.com;
Tomas@indeed.com
30. Redacted Deferred $127,952
Compensation
JAMES H. G. NAISBY: Selling Long Beach Twp. Property for $1.83M
---------------------------------------------------------------
James H. G. Naisby and Diane H. Naisby ask the U.S. Bankruptcy
Court for the District of New Jersey to authorize the sale of their
real property commonly known as 123 E. Mariner's Lane, Long Beach
Twp., New Jersey to LBI Property Development, LLC $1.83 million,
free and clear of liens, claims and interests.
A hearing on the Motion is set for Sept. 15, 2020. Objections, if
any, must be filed at least seven days before the hearing date of
the Motion.
James H. G. Naisby and Diane H. Naisby sought Chapter 11 protection
(Bankr. D.N.J. Case No. 20-13088) on Feb. 25, 2020. The Debtors
tapped Gary Marks, Esq., as counsel.
JEWELTEX ENTERPRISES: Court Approves Disclosure Statement
---------------------------------------------------------
Judge Brenda T. Rhoades has ordered that the Jeweltex Enterprises,
Inc.'s Disclosure Statement is approved on a final basis and the
Plan is confirmed.
The Court ruled that the Plan complies with Section 1129 of the
Bankruptcy Code.
The following provisions will be added to the treatment of Class 3
(Priority Claims) under the Plan:
(1) Notwithstanding anything in the Plan to the contrary, the
Plan shall not limit the Comptroller's setoff rights under 11
U.S.C. Sec. 553. This provision is not admission by any party that
such setoff rights exist.
(2) A failure by the Reorganized Debtor to make a payment to the
Comptroller pursuant to the terms of the Plan shall be an Event of
Default. If the Reorganized Debtor fails to cure an Event of
Default as to tax payments within ten (10) days after service of
written notice of default from the Comptroller, the Comptroller may
(a) enforce the entire amount of its claim, (b) exercise all rights
and remedies under applicable nonbankruptcy law, and (c) seek such
relief as may be appropriate in this court. Notice of the default
shall be served by first class mail upon the reorganized Debtor at:
170 Cedar Sage Dr., Garland, TX 75040, Attn: Chief Executive
Officer and upon Debtor’s attorney at: The Mitchell Law Firm,
L.P., 1412 Main Street, Suite 500, Dallas, TX 75202, Attn: Gregory
W. Mitchell, Esq., greg@mitchellps.com. The Debtor shall be allowed
to cure up to two (2) defaults. Upon a third default, the
Comptroller, at its option, may declare the default non-cureable
and proceed to collect the remainder of the debt.
That the treatment of Class 4 under Article V of the plan shall be
replaced in its entirety with the following:
Class 4 – Secured Claim of Kapitus, LLC. The Class 4 Claim
will be paid as Allowed as follows:
1. Kapitus, LLC shall have a valid, unavoidable, enforceable,
Allowed Secured Claim on all of Debtor's assets, and any other
property described in Kapitus' Proof of Claim No. 6 (the "Kapitus
Collateral"), financing documents, and financing statements (the
"Financing Documents"), in the amount of $203,194.43 (the "Kapitus
Secured Claim Amount"), which amount includes all interest, fees
and other expenses permitted to be charged under the Financing
Documents. Any terms of the Financing Document not modified by
this Plan or the Confirmation Order shall remain in full force and
effect and shall be binding upon and enforceable against the Debtor
to the fullest extent under applicable law.
2. Debtor shall pay Kapitus the Kapitus Secured Claim Amount in
full over 60 months, with interest on such amount at 7 percent per
annum. Payments will be made in the amount of $4,023 per month.
All payments by the Debtor to Kapitus will be remitted via ACH
payment. The Debtor authorizes Kapitus to ACH debit from the
account set forth on the voided check to be provided by the Debtor
at least five business days in advance of the due date of the first
payment due to Kapitus under the Plan. If the Debtor changes the
bank account from which such ACH debits are being remitted, it
shall provide Kapitus, within 5 business days of such change, the
new bank account information and a written authorization to deduct
payments via ACH from such account in accordance with the terms of
this Plan. Debtor shall be charged and liable for $75.00 for each
rejected ACH debit incurred by Kapitus, unless such rejection is
caused by Kapitus or the bank; provided that, if the rejection is
caused by the bank then Debtor shall provide Kapitus documentary
evidence of such. In the event there is a rejected ACH debit, then
the Debtor may pay such fee by contacting Kapitus to make such
payment. So long as the Debtor continues to make the required
monthly payments set forth in this plan, there will be no default
or penalties for the Debtor’s failure to pay any such NSF fee;
provided that, all outstanding amounts owed by the Debtor to
Kapitus, including any unpaid NSF fees shall be due in connection
with the final payment hereunder.
3. Payments shall be due on the first day of the month following
the Effective Date and shall continue on the first day of each
month thereafter until paid in full. Payments shall be considered
late after the 5th day of the month. However, as long as payments
are being made via ACH as scheduled, payments shall not be
considered late. Once all payments have been made, any unpaid
amounts of principal, interest, attorneys’ fees, expenses and
other charges remaining unpaid, shall be paid, and when paid to
Kapitus shall be in addition to the required minimum monthly
payments stated above.
The treatment of secured ad valorem tax claims pursuant to Class 2
of the Plan is clarified to make clear that payments shall be made
over 60 months from the petition date consistent with Sec.
1129(a)(9)(C).
A copy of the Plan Confirmation Order is available at
PacerMonitor.com at
https://is.gd/O1phJK
Counsel for the Debtor:
Gregory W. Mitchell
The Mitchell Law Firm, L.P.
1412 Main Street, Suite 500
Dallas, Texas 75202
(972)463-8417 – Office
(972)432-7540 – Facsimile
greg@mitchellps.com – E-mail
About Jeweltex Enterprises
Jeweltex Enterprises, Inc., owner of a jewelry store, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Tex. Case No. 20-40485) on Feb. 18, 2020. At the time of the
filing, the Debtor had estimated assets of between $100,000 and
$500,000 and liabilities of between $1 million and $10 million.
Judge Brenda T. Rhoades oversees the case. The Mitchell Law Firm,
L.P., is the Debtor's legal counsel.
JONATHAN S. RESNICK: Hires Nicole Testa as Special Counsel
----------------------------------------------------------
Zvi Guttman, the Chapter 11 Trustee of The Law Offices of Jonathan
S. Resnick, LLC, and its debtor-affiliates, seek authority from the
U.S. Bankruptcy Court for the District of Maryland to employ the
Law Office of Nicole Testa Mehdipour, P.A., as special counsel to
the Trustee.
On June 15, 2020, Jonathan Resnick, the principal of the JSR Debtor
and the PLLC Debtor filed a voluntary petition for relief under
Chapter 7 in the United States Bankruptcy Court Southern District
of Florida commencing Case 20-16515-MAM (the "Personal Case").
The Trustee requires Nicole Testa to monitor the Personal Case,
advise the Trustee and his professionals regarding the Personal
Case, and participate in the Personal Case to protect the interests
of these Estates as directed by the Trustee.
Nicole Testa will be paid at the hourly rate of $495.
Nicole Testa will also be reimbursed for reasonable out-of-pocket
expenses incurred.
To the best of the Trustee's knowledge 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.
Nicole Testa can be reached at:
Law Office of Nicole
Testa Mehdipour, P.A.
200 E Broward Blvd Ste 1110
Fort Lauderdale, FL 33301-3535
Tel: (954) 858-5880
Fax: (954) 208-0888
About The Law Offices of Jonathan S. Resnick
The Law Offices of Jonathan S. Resnick, LLC, and The Law Offices of
Perry A. Resnick, LLC, Maryland-based law firms, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case Nos.
20-12822 and 20-12820) on March 4, 2020. On April 6, 2020, The Law
Offices of Jonathan S. Resnick, PLLC, filed a voluntary Chapter 11
petition (Bankr. D. Md. Case No. 20-14188). The cases are jointly
administered under Case No. 20-12822.
At the time of the filing, Jonathan S. Resnick, LLC and Jonathan S.
Resnick, PLLC each had estimated assets of between $1 million and
$10 million and liabilities of between $10 million and $50
million.
Perry A. Resnick disclosed assets of between $1 million and $10
million and liabilities of the same range.
The Debtors hired The VerStandig Law Firm and McNamee Hosea
Jernigan Kim Greenan & Lynch, P.A as their legal counsel.
Zvi Guttman was appointed as Debtors' Chapter 11 trustee. The
Trustee is represented by The Law Offices of Zvi Guttman, P.A.
JRNA INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: JRNA, Inc.
DBA Unclaimed Freight
2260 Industrial Drive
Bethlehem, PA 18017
Business Description: JRNA, Inc. DBA Unclaimed Freight --
https://www.saveatthefreight.com -- operates
as a furniture store. The Company offers
sofa sets, beds, dining tables, and
mattresses.
Chapter 11 Petition Date: September 10, 2020
Court: United States Bankruptcy Court
Eastern District of Pennsylvania
Case No.: 20-13645
Judge: Hon. Patricia M. Mayer
Debtor's Counsel: Robert Glazer, Esq.
MCLAUGHLIN & GLAZER
26 N. Third Street
Easton, PA 18042
Tel: 610-258-5609
Email: usbcglazer@gmail.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Henry R. Newton, Jr., Esq., guardian of
the Estate of Joseph Colabella, 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/EBT24KI/JRNA_Inc__paebke-20-13645__0001.0.pdf?mcid=tGE4TAMA
JUAN L. LARINO: Vorhand Buying Newark Property for $476K Cash
-------------------------------------------------------------
Juan Luis Larino asks the U.S. Bankruptcy Court for the District of
New Jersey to authorize the sale of the real property located at
41-43 Manufacturer's Place, Newark, New Jersey to Eli Vorhand for
$476,250, cash.
The Debtor and co-owner, Neil Gelardo, jointly own the property.
The 7,300 sq. ft. property is a mixed used building with two
residential apartments (3 bedrooms and 2 baths each), a warehouse,
and an office space with garage for 3 vehicles. The property is
currently occupied by tenants.
Prior to the Petition Date, the Debtor and the co-owner were
attempting to sell the Property, but the Internal Revenue Service
filed liens in the amount of $935,626 against the Debtor, the
co-owner, and Property. Thus, the Debtor filed for bankruptcy with
the intention of selling the property and using the funds to cure
the tax arrears owed to the IRS.
Subject to Court authorization, the Debtor has entered into an all
cash contract for the sale of the property to the Purchaser for a
purchase price of $476,250. The closing is scheduled for Aug. 31,
2020. The property is being sold "as is." The Seller agrees to
maintain the grounds, buildings, and improvements subject to
ordinary wear and tear until closing. It is expressly understood
and agreed that each of the parties warrants to the other that the
sale was not brought about by any real estate broker or any other
person.
The Liens that may encumber the Property include: (i) any and all
unpaid property taxes; (ii) any and all unpaid municipal charges
for water and/or sewer; (iii) mortgage lien held by ConnectOne Bank
in the amount of $331,305 (Proof of Claim No. 2); (iv) federal tax
lien in favor of the IRS in the amount of $935,626 (Proof of Claim
No. 1); (v) judgment lien in favor of the State of New Jersey
Worker's Compensation Dept. in the amount of $155,160
(DJ-091451-2018); (vi) UCC-1 Financing Statements Filed by
ConnectOne Bank Instrument No. 13066433; Instrument No. 13066436;
and Instrument No. 26392820; and (vii) the joint ownership rights
of Neil Gelardo.
Special Counsel Adolfo Lopez, Esq., was retained for the purposes
of representing the Debtor in the sale of the Property. The
Special Counsel has drafted, reviewed, and negotiated the Purchase
Agreement in connection the sale of the Property. The net sales
proceeds are being realized only because of the Debtor's efforts,
with the assistance of the Special Counsel, to consummate the sale.
But for the efforts of the Special Counsel and the Debtor, the
senior secured creditors would not have realized any sale proceeds
until an eventual foreclosure sale, and subordinate secured
creditors may have not realized any recovery. Thus, the Court
should allow
the Realtor's fees to be paid from the sale proceeds at closing.
Finally, the closing for the sale of the Property is scheduled for
Aug. 31, 2020. The Debtor asserts that given the goal by the
parties in the case to sell the Property and bring the case to
conclusion in the short term, there is cause to waive the stay and
the Debtor requests that upon approval of the sale, the 14-day
period pursuant to Rule 6004(h) be waived by the Court.
A hearing on the Motion is set for Aug. 25, 2020 at 11:00 a.m.
A copy of the Agreements is available at
https://tinyurl.com/y3tbtxeq from PacerMonitor.com free of charge.
Juan Luis Larino sought Chapter 11 protection (Bankr. D.N.J. Case
No. 19-30898) on Nov. 4, 2019. The Debtor tapped David L. Stevens,
Esq., at Scura, Wigfield, Heyer & Stevens, as counsel.
KAIROS HOMES: Hires John Davis as Tax Accountant
------------------------------------------------
Kairos Homes, LLC, seeks authority from the U.S. Bankruptcy Court
for the Northern District of Texas to employ John Davis, as tax
accountant to the Debtor.
Kairos Homes requires John Davis to:
a. resolve tax matters and prepare franchise tax returns for
the Debtor;
b. assist the Debtor in calculating all payments to taxing
authorities under the plan; and
c. prepare financial, accounting, or tax reports as requested.
John Davis will be paid at the hourly rate of $200.
John Davis will also be reimbursed for reasonable out-of-pocket
expenses incurred.
John Davis 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.
John Davis can be reached at:
John Davis
6777 Camp Bowie Blvd., Suite 127
Fort Worth, TX 76116
Tel: (817) 377-7992
E-mail: johndavis09@att.net
About Kairos Homes
Kairos Homes, L.L.C. -- http://www.kairoshomesllc.com/-- is a home
builder in Fort Worth, Texas. Kairos Homes filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 18-43969) on Oct. 3, 2018. In
the petition signed by Brian Frazier, president, the Debtor
disclosed $3,006,914 in assets and $1,116,717 in liabilities. The
Hon. Mark X. Mullin oversees the case. John Park Davis, Esq., at
Davis Law Firm, serves as bankruptcy counsel to the Debtor.
KENTUCKY BIOSCIENCE: Seeks Court Approval to Hire Accountant
------------------------------------------------------------
Kentucky Bioscience International, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Kentucky to hire Diane
Moats, a certified public accountant in Smiths Grove, Ky.
Ms. Moats will assist Debtor in maintaining and reconciling
financial records and preparing monthly operating reports.
Ms. Moats disclosed in court filings that she is a "disinterested
person" as defined by Section 101(14) of the Bankruptcy Code.
The accountant holds office at:
Diane J. Moats, CPA
154 Vincent St
Smiths Grove, KY 42171
Telephone: (270) 563-9944
About Kentucky BioScience
Kentucky BioScience International, LLC is engaged in the business
of growing, harvesting and selling CBD biomass. Its principal
office is located in Murray, Ky.
On April 4, 2020, an involuntary petition for Chapter 7 (Bankr.
W.D. Ky. Case No. 20-50220) was filed against Kentucky BioScience
by its creditor, R Hilltop Farm, LLC, which is represented by Todd
A. Farmer, Esq. On June 17, 2020, the court issued an order
converting the case to a Sub-Chapter V of Chapter 11.
Judge Alan C. Stout oversees the case.
Kentucky BioScience has tapped David M. Cantor, Esq., at Seiller
Waterman, LLC, as its legal counsel.
L&N TWINS: Unsec. Creditors to be Paid in Full in Liquidating Plan
------------------------------------------------------------------
L&N Twins Place LLC filed with the U.S. Bankruptcy Court for the
Southern District of New York a Disclosure Statement in connection
with Chapter 11 Plan of Liquidation dated July 30, 2020.
The Plan will be implemented through, and the distributions
contemplated to be made under the Plan that will be funded by, the
proceeds of the Debtor's sale of its rights, title and interests
with regard to the real property located at 2-4 Virginia Place,
Pleasantville, New York and any funds received from on-going
litigation. The Property was sold pursuant to Bankruptcy Court
Order on August 4, 2017 for a purchase price of $1,490,000. As
provided in the sale Order, the remaining net proceeds from the
sale are being held in escrow by the law firm of Reich, Reich &
Reich, P.C.
Under the Plan, the Sale Proceeds will be used to fully pay all
Statutory Fees, Administrative Claims and General Unsecured Claims
on the effective date of the Plan. David Balaj and Maria Balaj
shall retain their respective 50 percent interests in the
Debtor/Post-Confirmation Debtor and any surplus funds remaining in
the Estate after full payment of the claims and obligations will be
distributed to them by consent agreement by and among themselves.
A full-text copy of the Disclosure Statement dated July 30, 2020,
is available at https://tinyurl.com/y3mlfvh3 from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Reich, Reich & Reich, P.C.
Jeffrey A. Reich
235 Main Street, Suite 450
White Plains, New York 10601
Tel: (914) 949-2126
E-mail: jreich@reichpc.com
About L&N Twins Place
L&N Twins Place, LLC, a single asset real estate, as defined in 11
U.S.C. Section 101(51B), owns a multi-family residential building
located at 2-4 Virginia Place, Pleasantville, New York, valued at
$1.27 million.
L&N Twins Place sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 17-22758) on May 23, 2017. The petition was signed by David
Balaj, managing member. The Debtor disclosed assets at $1.28
million and liabilities at $650,449.
Judge Robert D. Drain is assigned to the case.
The Debtor tapped Jeffrey A. Reich, Esq., at Reich Reich & Reich,
P.C., as counsel.
LAPEER INDUSTRIES: Hires R.J. Montgomery as Appraiser
-----------------------------------------------------
Lapeer Industries, Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Michigan to employ R.J.
Montgomery & Associates, Inc., as appraiser to the Debtor.
Lapeer Industries requires R.J. Montgomery to appraise all
inventory, equipment, vehicles, tools, office equipment, removable
improvements to real estate, and other tangible personal property
and fixtures used in the operation of its business.
R.J. Montgomery will be paid fee of $7,000 for the appraisal
services.
Richard Montgomery, partner of R.J. Montgomery & Associates, 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.
R.J. Montgomery can be reached at:
Richard Montgomery
R.J. MONTGOMERY & ASSOCIATES, INC.
695 Amelia St.
Plymouth, MI 48170
Tel: (734) 459-2323
About Lapeer Industries
Lapeer Industries, Inc., is a design, machining and fabrication
company serving the automotive and defense industries. It provides
fabrication, automated welding, machining, painting, assembly and
kitting services.
Lapeer Industries sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-31375) on Aug. 5,
2020. The case was initially assigned to Judge Joel D. Applebaum.
On Aug. 13, 2020, the case was reassigned to Judge Phillip
Shefferly and was assigned a new case number (Case No. 20-48744).
At the time of the filing, the Debtor had estimated assets of less
than $50,000 and liabilities of between $10 million and $50
million.
Winegarden, Haley, Lindholm, Tucker & Himelhoch P.L.C. is the
Debtor's legal counsel.
LEGENDS GOLF: Hires Lighthouse Tax as Accountant
------------------------------------------------
Legends Golf Orlando LLC, seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Lighthouse Tax
Accounting and Valuation, Inc., as accountant to the Debtor.
Legends Golf requires Lighthouse Tax to:
a. assist with the preparation of monthly operating reports
during the course of the bankruptcy proceeding;
b. perform general accounting services, create and maintain
records of monthly and annual income and expenses;
c. prepare federal and state tax returns;
d. assist in preparing documents necessary for confirmation;
e. provide accounting advice to the Debtor;
f. provide such other functions as requested by the Debtor or
counsel to assist the Debtor in the Chapter 11 case.
Lighthouse Tax will be paid at the hourly rates of $75 to $135.
Lighthouse Tax will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kevin L. Moyer, partner of Lighthouse Tax Accounting and Valuation,
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.
Lighthouse Tax can be reached at:
Kevin L. Moyer
LIGHTHOUSE TAX ACCOUNTING
AND VALUATION, INC.
229 W. Franklin Street
Winter Garden, FL 34787
Tel: (407) 656-5656
About Legends Golf Orlando
Legends Golf Orlando, LLC -- https://www.golfsbw.com/ -- owns and
operates a golf course in Clermont, Fla.
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 the Debtor's legal counsel.
LIZAMA CARRIERS: Unsecured Creditors to Have 50% Recovery in Plan
-----------------------------------------------------------------
Lizama Carriers, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, a Disclosure
Statement regarding the Original Plan of Reorganization dated July
31, 2020.
The Debtor anticipates making distributions to Creditors, pursuant
to the terms in the Plan. As of the Effective Date of the Plan,
the Debtor will be responsible for all payments and distributions
to be made under the Plan to the holders of allowed claims as
provided in the Plan. Each executory contract and unexpired lease
to which the Debtor is a party shall be deemed assumed pursuant to
the Plan.
General unsecured claims will receive a 50% recovery, while all
interestholders of the the Debtor will maintain their ownership
interests in the reorganized Debtor.
Upon the Effective Date, the Debtor or its officers will continue
to operate the reorganized Debtor as a going concern. The Debtor
will be required to implement the terms of the Plan in full.
Creditors and interestholders, whether or not they voted on the
Plan, will be bound by the Plans terms.
All pre-confirmation owners of the Debtor will maintain their
ownership interests in the Debtor.
A full-text copy of the Disclosure Statement dated July 31, 2020,
is available at https://tinyurl.com/y4wtggjs from PacerMonitor.com
at no charge.
About Lizama Carriers
Lizama Carriers, LLC is a privately held company in the general
freight trucking industry. For more information, visit
https://www.lizamacarriers.com/
Lizama Carriers filed a Chapter 11 petition (Bankr. N.D. Tex. Case
No. 20-40283) on Jan. 22, 2020. In the petition signed by Nelson
Lizama, manager, the Debtor disclosed $3,267,357 in assets and
$4,870,039 in liabilities. Judge Edward L. Morris oversees the
case.
The Debtor is represented by:
H. Joseph Acosta
DORSEY & WHITNEY LLP
300 Crescent Court, Suite 400
Dallas, Texas 75201
Tel: 214-981-9970
Fax: 214-853-5887
LUCKY BUMS: Sept. 10 Plan Confirmation Hearing Set
--------------------------------------------------
On April 24, 2020, debtor Lucky Bums Subsidiary LLC filed with the
U.S. Bankruptcy Court for the District of Montana a Disclosure
Statement.
On July 30, 2020, Judge Benjamin P. Hursh approved the Disclosure
Statement and ordered that:
* Sept. 10, 2020, at 9:00 a.m. in the Bankruptcy Courtroom,
Russell Smith Courthouse, 201 East Broadway, Missoula, Montana is
the hearing on confirmation of the Debtor's Chapter 11 Plan of
Reorganization.
* Sept. 1, 2020, is fixed as the last day for filing and serving
written objections to confirmation of Debtor's Plan, and for filing
written acceptances or rejections of said Plan.
A full-text copy of the order dated July 30, 2020, is available at
https://tinyurl.com/y63pj7jy from PacerMonitor.com at no charge.
About Lucky Bums Subsidiary
Lucky Bums Subsidiary LLC -- https://www.luckybums.com/ -- is a
wholesaler of sporting and recreation goods.
Lucky Bums Subsidiary filed a voluntary Chapter 11 petition (Bankr.
D. Mont. Case No. 19-61084) on Oct. 28, 2019, and is represented by
Matt Shimanek, Esq., at Shimanek Law P.L.L.C. In its petition, the
Debtor was estimated to have under $10 million in both assets and
liabilities. Judge Benjamin P. Hursh oversees the case.
LUKE RAGSDALE: Farm Bureau Suit Stayed Due to Ch. 11 Bankr. Filing
------------------------------------------------------------------
Magistrate Judge Carmen E. Garza stayed the action captioned FARM
BUREAU PROPERTY & CASUALTY INSURANCE COMPANY, Plaintiff, v. LUKE W.
RAGSDALE, et al., Defendants, CIV No. 19-409 RB/CG (D.N.M.) due to
the Defendant's filing for chapter 11 bankruptcy.
Judge Garza directed that the Defendants must file a Status Report
by Jan. 5, 2021, advising the Court on the posture of the
bankruptcy proceedings.
A copy of the Magistrate's Order dated August 13, 2020 is available
at https://bit.ly/3jS0qWq from Leagle.com.
Luke W. Ragsdale and Adriann D. Ragsdale filed for chapter 11
bankruptcy (Bankr. D.N.M. Case No. 20-10792) on April 15, 2020, and
are represented by Thomas D. Walker, Esq. Chris W. Pierce, Esq.,
and Samuel I. Roybal, Esq. of Walker & Associates, P.C.
M & H PINE: Newtek Says Plan Violates Absolute Priority Rule
------------------------------------------------------------
Newtek Small Business Finance, LLC submitted an objection to
Approval of the M & H Pine Straw, Inc.'s proposed Disclosure
Statement and Confirmation of Chapter 11 Plan.
Newtek complains that the Disclosure Statement fails to contain
adequate information as required by 11 U.S.C. Sec. 1125(a)(1).
Newtek also points out that:
* The Plan violates Sec. 1122 as Newtek's claims are
substantially dissimilar.
Newtek's Claims are listed together Class 4 of the Plan as a single
claim. The Debtor proposes to combine the Subject Loans into a
single Note in the sum of $178,865, with the remainder of the claim
included in the general unsecured class. Newtek asserts its Claims
are substantially dissimilar, and therefore require separate
classification.
* The Debtor failed to disclose how it arrived at the proposed
valuations for the collateral. The Debtor estimates Newtek's
claims total $1.9 million. It is unclear how the Debtor valued the
Collateral and what evidence the Debtor is relying upon to
determine the amount of Newtek's proposed secured claim ($178,865).
As the Debtor proposes to bifurcate the total Claim into a secured
claim and an unsecured claim based on the alleged value of the
Collateral, additional information is necessary regarding how the
Debtor arrived at the proposed valuations.
* The Debtor's valuation of the secured collateral is inaccurate
and incomplete.
* The Plan must be amended to provide for Newtek's Sec. 1111(b)
election.
* The Plan violates the absolute priority rule. Newtek's Claims
must be treated as fully secured in the Debtor's Plan to satisfy
the 1111(B) Election. However, even assuming Newtek had not made
an 1111(b) Election, any unsecured claim must also be paid in full
to satisfy the absolute priority rule. Newtek's security interest
in the Collateral is senior to Debtor's interest in the Property.
The Plan does not provide for Newtek's Claims in full, but Debtor
attempts to retain an interest in the Collateralas a junior class
member in violation of the absolute priority rule.
* The Plan lacks feasibility.
Moreover, Newtek asserts that the Disclosure Statement fails to
contain adequate information as to how the Debtor intends to fund
the large balloon payment to pay Newtek's secured claim in full
upon the Effective Date of the Plan.
Newtek further complains that the Plan fails to include an adequate
discussion of apparent favorable treatment to insiders. Julie
Wright, the daughter of Mr. Maloy, is the sole owner and officer of
BDL, which will become the new sole owner of the Reorganized
Debtor.
Attorney for Secured Creditor:
Brian K. Jordan
Aldridge | Pite LLP
Fifteen Piedmont Center
3575 Piedmont Road, N.E., Suite 500
Atlanta, GA 30305
Tel: (404) 994-7629
Fax: (888) 701-8994
About M & H Pine Straw
M & H Pine Straw, Inc., a wholesaler of pine straw, filed a
voluntary Chapter 11 petition (BAnkr. N.D. Ga. Case no. 20-20099)
on Jan. 17, 2020. The petition was signed by Harris Maloy, owner.
At the time of the filing, the Debtor was estimated to have
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. William A. Rountree, Esq., at Rountree Leitman &
Klein, LLC, is the Debtor's legal counsel.
M&T BRYANT: Unsecureds Will be Paid in Full in Plan
---------------------------------------------------
M&T Bryant Construction and Inspection Services, LLC, filed a Plan
and a Disclosure Statement.
The Debtor's primary asset is the vacant land located at 14400 E.
Andrews Drive, Denver, CO 80239. The fair market value ("FM V") of
this land in Amended Schedule A/B is listed at $2,500,000. (It is
uncertain what effect, if any, the COVID-19 pandemic will have on
the value of the land at this time.)
Class 5 General Unsecured Claims are impaired. Class 5 consists of
unsecured claims in the sum of $19,466 per the Court's claims
register. Class 5 will be paid in full from the Debtor's Creditor
Fund on the third anniversary of the Effective Date. Class 5
unsecured creditors will receive 1% interest starting on the
Effective Date until paid in full.
Payments and distributions under the Plan will be funded by the
Debtor's income from future residential real estate sales, and any
cash remaining in the Debtor's Debtor-in-Possession account after
paying administrative claims.
Attorney for the Debtor:
David M. Serafin
501 S. Cherry St., #1100
Denver, CO 80246
Tel: (303) 862-9124
E-mail: david@davidserafinlaw.com
About M&T Bryant Construction and
Inspection Services
M&T Bryant Construction and Inspection Services, LLC, is a single
asset real estate debtor (as defined in 11 U.S.C. Section
101(51B)).
M&T Bryant Construction filed a Chapter 11 petition (Bankr. D.
Colo. Case No. 20-10658) on Jan. 29, 2020. The petition was signed
by Mark Bryant, president. At the time of the filing, the Debtor
was estimated to have assets of between $1 million and $10 million
and liabilities of the same range. Judge Elizabeth E. Brown
oversees the case. The Law Office of David Serafin represents the
Debtor.
MAGNOLIA LANE: Unsec. Creditors to Have 10% Recovery Over 5 Years
-----------------------------------------------------------------
Magnolia Lane Condominium Association, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida, Miami
Division, a Disclosure Statement in support of Plan of
Reorganization dated July 31, 2020.
General unsecured creditors are classified in Class Four and Class
Five and will receive a distribution of 10% of their allowed claims
in 60 equal monthly installments, to be distributed from cash flow,
reserves and Special Assessments paid by unit owners. Secured
Creditors are classified in Class Three and shall receive a
distribution of thirty-one (31)% of their allowed claims, to be
distributed from cash flow, reserves and Special Assessments paid
by unit owners.
The Debtor is a duly organized condominium association under the
laws of the State of Florida. As such insiders of the Debtors are
the 208 owners of the individual condominium units contained in the
condominium. The unit owners receive no compensation.
The unit owners of the Debtor will retain ownership of the Debtor
in exchange for new value. The new value will be in the form of a
special bankruptcy assessment issued to pay the terms of the Plan.
The means necessary for the execution of the Plan include the
Debtor's income derived from assessments for monthly maintenance
and special assessments from unit owners.
The funding must be considered in light of the continued need for
maintenance of the premises, regular operations of the premises as
well as deferred maintenance on the condominium's common areas,
which must be performed in the foreseeable future.
A full-text copy of the disclosure statement dated July 31, 2020,
is available at https://tinyurl.com/y5klloba from PacerMonitor.com
at no charge.
The Debtor is represented by:
John Paul Arcia, Esq.
John Paul Arcia, P.A.
175 SW 7th Street, Suite 2000
Miami, FL 33130
Telephone: (786) 429-0410
Facsimile: (786) 429-0411
E-mail: parcia@arcialaw.com
About Magnolia Lane Condominium Association
Based in Miami, Fla., Magnolia Lane Condominium Association, Inc.
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-24437) on
Oct. 28, 2019. In the petition signed by Mercedes Rodriguez, vice
president, the Debtor was estimated to have $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. Judge Laurel
M. Isicoff oversees the case.
The Debtor has tapped John Paul Arcia, P.A., as its bankruptcy
counsel; Florida Property Management Solutions, Inc., as its
property manager; and Preferred Accounting Services and Kapila
Mukamal, LLP as its accountants.
MANZANA CAPITAL: Seeks to Hire Daniel Masters as Attorney
---------------------------------------------------------
Manzana Capital, Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of California to employ Daniel
Masters, Esq., as attorney to the Debtor.
Manzana Capital requires Daniel Masters to:
a. advise and consult with the Debtor concerning questions
arising in this estate and concerning the rights and
remedies in regard to the assets of the estate,
secured creditors, priority, or unsecured creditors;
b. appear, prosecute, and to defend suits and proceedings
concerning assets of this estate, and to take all necessary
and proper steps in other matters involving the affairs of
the estate;
c. assist the Debtor with the preparation of applications,
answers, orders, and any other pleadings which may be
required to be filed by the Court;
d. assist the Debtor to formulate, negotiate, and
implement a disclosure statement and plan of
reorganization;
e. provide all other legal services which may be
necessary and proper herein.
Daniel Masters will be paid at these hourly rates:
Attorneys $350
Paralegals $150
Daniel Masters will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Daniel Masters 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.
Daniel Masters can be reached at:
Daniel Masters, Esq.
P. O. Box 66
La Jolla, CA 92038
Tel: (858) 459-1133
About Manzana Capital
Manzana Capital, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 20-04045) on Aug. 10, 2020, disclosing
under $1 million in both assets and liabilities. The Debtor hired
Daniel Masters, Esq., as counsel.
MERITAGE COMPANIES: Hires Przywojski LLC as Accountant
------------------------------------------------------
Meritage Companies, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Arizona to employ Przywojski, LLC, as
accountant to the Debtor.
Meritage Companies requires Przywojski LLC to:
a. prepare outstanding tax returns;
b. provide accounting and bookkeeping services;
c. render services for preparation of monthly reports,
including Balance Sheet, Profit & Loss Statement and
Statement of Cash Flows;
d. prepare Monthly Operating Reports to be filed with the U.S.
Bankruptcy Court; and
e. provide any other task that may be requested related to the
bankruptcy proceedings.
Przywojski LLC will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Elizabeth M. Przywojski, a partner of Przywojski, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Przywojski LLC can be reached at:
Elizabeth M. Przywojski
PRZYWOJSKI, LLC
PO Box 552
Holmen, WI 54636
Tel: (907) 947-3001
E-mail: przycpa@gmail.com
About Meritage Companies
Meritage Companies, LLC, a land developer in Wasilla, Alaska,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Ariz. Case No. 20-07718) on June 30, 2020. At the time of the
filing, the Debtor had estimated assets of less than $50,000 and
liabilities of between $10 million and $50 million. Judge Brenda
K. Martin oversees the case. Lamar D. Hawkins, Esq., at Guidant
Law, PLC, is the Debtor's legal counsel.
MERRICK COMPANY: Simms Buying All Remaining Assets for $142.5K
--------------------------------------------------------------
Merrick Co., LLC, asks the U.S. Bankruptcy Court for the Western
District of Kentucky to authorize the sale of substantially all
assets to Chris J. Simms, doing business as Trinity Mechanical
Services, Inc., for $142,500.
The Debtor has determined that the best opportunity that creditors
may have to recover value from the bankruptcy estate is through the
sale of its remaining assets as a going concern.
Simms has submitted a Conditional Bid for Assets and Assumption of
Uncompleted Project Offers to the Debtor. Through the Purchase
Offer, Simms proposes to purchase (a) certain vehicles owned by the
Debtor, and (b) all tangible equipment, tools, supplies, office
furniture and equipment (including computers), and all books and
records related to on-going construction work. Simms also asks
assignment of all uncompleted construction contracts capable of
being assigned by the Debtor in the Purchase Offer. Its total bid
for the Purchased Assets and Assigned Contracts is $142,500.
The United States Department of the Treasury - Internal Revenue
Service asserts a perfected security interest in all the Debtor's
right, title and interest to property. The amount of the
indebtedness owed to the IRS by the Debtor and secured by the
Purchased Assets exceeds the Purchase Price.
Republic Bank & Trust Co. asserts a perfected security interest in
all the Debtor's personal property pursuant to a financing
statement filed of record with the Kentucky Secretary of State.
The amount of the indebtedness owed to Republic by the Debtor and
secured by the Purchased Assets exceeds the Purchase Price.
Ford Motor Credit Co. ("FMCC") asserts perfected security interests
in three vehicles included within the Purchased Assets and more
particularly identified as a 2013 Ford F-250 Extended Cab (VIN:
1FT7X2B65DEB71276), a 2018 Ford F-150 Single Cab (VIN:
1FTMF1CB5JKE84420), and a 2018 Ford F-150 Single Cab (VIN:
1FTMF1CB2JKD15777). The amount of the indebtedness owed to FMCC by
the Debtor and secured by the FMCC Vehicles exceeds the Purchase
Price.
The IRS, Republic, and FMCC may dispute their respective priorities
in the Purchased Assets.
Prior to filing the Motion, the Debtor privately solicited interest
from individuals and entities that its management identified as
prospective purchasers of the Debtor as a going concern. Following
discussions and sharing of information subject to customary
confidentiality terms, Simms is the only person to have submitted
an offer to purchase the assets.
The Debtor presently has outstanding performance obligations under
two contracts with Dugan & Meyers, LLC: (i) MSD Hite Creek - WQTC
Expansion; and (ii) Jeffersonville WWTP - HVAC Installation.
Pursuant to the Purchase Offer, the Debtor will be required to
assume and assign the Contracts to Simms.
By the Motion, the Debtor asks (i) authority from the Court to sell
the Purchased Assets to Simms free and clear of any interest in the
Purchased Assets, and (ii) the Court's approval of its assumption
of the Contracts and assignment to Simms upon closing of the
transaction contemplated by the Purchase Offer.
At the closing of the proposed sale, the liens of the respective
lienholders will attach to the sale proceeds as determined in
accordance with the proposed sale prices as set forth in the
Purchase Offer. The Debtor proposes to retain the sale proceeds
for disbursement to the appropriate lienholders or other claimants
upon further order of the Court.
A copy of the Purchase Agreement is available at
https://tinyurl.com/y3mvsf67 from PacerMonitor.com free of charge.
About Merrick Company
Merrick Company, LLC -- http://www.merrickco.com/-- is a
mechanical contractor in Louisville, Ky., that repairs, upgrades,
designs, and installs piping and HVAC systems.
Merrick Company sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-31201) on April 15,
2019. In the petition signed by Michelle Merrick, member, the
Debtor disclosed $824,992 in assets and $3,656,559 in liabilities.
The case is assigned to Judge Thomas H. Fulton. Kaplan Johnson
Abate & Bird, LLP, is the Debtor's legal counsel.
MESCO INC: Sept. 20 Hearing on Disclosure Statement
---------------------------------------------------
A hearing will be held on Sept. 20, 2020 at 10:30 a.m. in Courtroom
5A of the United States Bankruptcy Court, located at 411 West
Fourth, Santa Ana, California, for the Court to consider and rule
on the adequacy of the information contained in the Disclosure
Statement of Mesco, Inc. and to consider any other matters that may
properly come before the Court at that time.
Any objections to the adequacy of the Disclosure Statement must be
filed and served no later than August 27, 2020.
Attorneys for Mesco, Inc.:
Michael G. Spector
Vicki L. Schennum
LAW OFFICES OF MICHAEL G. SPECTOR
2122 N. Broadway
Santa Ana, California 92706
Telephone: 714.835.3130 - Michael G. Spector
Telephone: 949.502.6255 - Vicki L. Schennum
Facsimile: 714.558.7435
E-mail: mgspector@aol.com
schennumlaw@icloud.com
About MESCO, Inc.
MESCO, Inc. is the fee simple owner of three real properties in
Silverado, Calif., consisting of a single-family residence and a
parcel of land. The properties have a total current value of $1.45
million.
MESCO filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal.
Case No. 20-10262) on Jan. 27, 2020, disclosing $2,087,458 in
assets and $1,897,255 in liabilities. The petition was signed by
Michael E. Silbermann, president. Judge Catherine E. Bauer oversees
the case. Michael G. Spector, Esq., at the Law Offices of Michael
G. Spector, serves as the Debtor's legal counsel.
MILES SCOTT MCCORMICK: Sept. 17 Hearing on Palo Alto Property Sale
------------------------------------------------------------------
Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California will convene a hearing on Sept. 17,
2020 at 11:00 a.m. to consider Miles Scott McCormick's sale of his
residence at 1039 University Ave., Palo Alto, California,
Assessor's Parcel No. 003-05-006, to Yong Zhang and Yushi Zhang for
$8.28 million.
The assets of the Debtor include the Property. The Property
consists of a 5 bedroom, 5 baths home of 5,617 square feet on a
20,000 square foot lot.
Robert Parish and Miles McCormick were unregistered domestic
partners and had ownership interests in the Property as well as
another property in Carmel, California. They also have joint legal
custody of a child. Because of a rift in the domestic partner
relationship, the parties entered into an agreement dated July 24,
2012, which provided in pertinent part that on execution of the
agreement, except as provided for in the Agreement, neither Mr.
Parish nor Mr. McCormick would have any claims against each other
nor would either party have any obligations or duties to each
other. Except as to their child, the agreement on its face was
intended to resolve any and all financial issues between the
parties.
Pursuant to the terms of the Agreement, Robert was to transfer to
Miles all of Robert's interest in the Property and the Carmel
property. Further, Miles agreed to pay Robert $122,000 for Robert
to release his interests in the properties. Miles was to pay
Robert $122,000 as follows: (1) $35,000 upon execution of the
Agreement; the balance in three equal installments due on Dec. 1,
2012, April 1, 2013 and Sept. 1, 2013. These installments were
secured by the Junior Trust Deed.
Miles was to maintain insurance on the Property, pay County and
City transfer taxes associated with Robert's release of his
interest in the properties, and by Aug. 1, 2019, have refinanced or
paid all debts secured by the Properties so that Robert has no
liability for any debt secured by the properties.
In the event of default, the Agreement provided that the Property
be sold. On information and belief Mr. Parish has now submitted
his zero demand to escrow and escrow is in receipt of an executed a
re-conveyance.
The Debtor listed the Property for sale with Yarkin Realty. On
July 30, 2020 Linda Xu of Parc Agency brought the Buyers who
offered to purchase the Property for $8 million payable with a
$240,000 earnest money deposit and the balance in cash on closing.
Pursuant to Counter-offer No. 2, the purchase price was to be $8.28
million, certain personal property was excluded from the sale and
close of escrow was extended up to 75 days from ratification.
Escrow has been opened at Fidelity National Title Co., 675 No.
First St., 4th Floor, San Jose, CA 95112 (408)448-1600. The escrow
officer is Katherine Gutierrez. The escrow is FSBC-8011801061-KG.
From the proceeds, the Debtor proposes to pay-off in full of all
trust deeds and liens of record.
The Debtor will provide notice to secured creditors and the trustee
Via email or facsimile and to interested parties by Sept. 9, 2020.
Miles Scott McCormick sought Chapter 11 protection (Bankr. N.D.
Cal. Case No. 19-50223) on Feb. 3, 2019. The Debtor tapped Arasto
Farsad, Esq., at Farsad Law Offices as counsel.
MTE HOLDINGS: Court Quashes Deposition Subpoena to Angelo Gordon
----------------------------------------------------------------
In the case captioned Angelo, Gordon & Co., L.P., Movant, v. MTE
Holdings, LLC, et al., Respondent, No. 20 Misc. 23 (S.D.N.Y.),
District Judge Analisa Torres granted Angelo, Gordon & Co., L.P.'s
motion seeking an order quashing a deposition subpoena issued in
connection with an action pending in the United States Bankruptcy
Court for the District of Delaware by Debtors and Plaintiffs MTE
Holdings LLC and affiliates. Judge Torres also granted Angelo
Gordon's request for attorney's fees and costs incurred in
contesting the subpoena.
On October 22, 23, and Nov. 8, 2019, each of the seven Debtors
commenced cases under Chapter 11 of the Bankruptcy Code, which the
Bankruptcy Court is jointly administering. Angelo Gordon is not a
creditor of the Debtors and is not a party to the bankruptcy
actions, but is an affiliate of AG Energy Funding, LLC. AG Energy,
in turn, is a creditor of the Debtors under a term loan credit
agreement for which Riverstone Credit Management LLC serves as an
administrative agent.
In November 2019, a number of stakeholders, including Riverstone,
filed motions for the appointment of a Chapter 11 trustee. The
Bankruptcy Court scheduled a hearing on those motions for Jan. 17,
2020. On Jan. 9, 2020, the Debtors filed notices of intent to serve
Angelo Gordon with a subpoena requiring a representative to testify
at a deposition, and a subpoena for documents. The Deposition
Subpoena required a representative of Angelo Gordon to sit for a
deposition at the offices of the Debtors' counsel in Wilmington,
Delaware, on Jan. 14. The Document Subpoena required Angelo Gordon
to produce by Jan. 13 communications and records related to the
Debtors and Riverstone.
On Jan. 10, 2020, the Debtors served the subpoenas on Angelo
Gordon. That same day, Angelo Gordon's counsel sent a letter to the
Debtors' counsel claiming that the subpoenas were defective, and
demanding their withdrawal. The Debtors did not withdraw the
subpoenas. The Debtors also failed to file a response brief by Feb.
4 and the Feb. 14 extension as ordered by the District Court.
According to Judge Torres, Rule 45(d)(3) of the Federal Rules of
Civil Procedure provides that "on timely motion, the court for the
district where compliance is required must quash or modify a
subpoena that: (i) fails to allow a reasonable time to comply; (ii)
requires a person to comply beyond the geographical limits
specified in Rule 45(c); . . . or, (iv) subjects a person to undue
burden." Fed. R. Civ. Proc. 45(d)(3)(A). Rule 45(c), in turn,
provides in relevant part that "a subpoena may command a person to
attend a trial, hearing, or deposition only . . . within 100 miles
of where the person resides, is employed, or regularly transacts
business in person."
In determining whether a subpoena subjects a witness to undue
burden, a court must balance "the interests served by demanding
compliance with the subpoena against the interests furthered by
quashing it; this process of weighing a subpoena's benefits and
burdens calls upon the trial court to consider whether the
information is necessary and whether it is available from any other
source."
According to Judge Torres, the Deposition Subpoena is facially
defective on at least two grounds -- the time provided to comply
and the lack of requisite witness fees -- and, therefore, must be
quashed.
First, although Rule 45 does not define a "reasonable time to
comply," courts in this circuit have found fourteen days to be
"presumptively reasonable," whereas notice of a week or less has
generally been considered unreasonable. Here, the Debtors served
the Deposition Subpoena on Angelo Gordon on Jan. 10, 2020, with an
appearance date of Jan. 14. Four days' notice did not afford Angelo
Gordon a reasonable time to comply.
Second, Rule 45 states that a subpoena must be accompanied by "fees
for 1 day's attendance." "This requirement is strictly enforced,"
and "courts in this [d]istrict as well as this [c]ircuit have
deemed subpoenas invalid and granted motions to quash where a party
failed to tender a witness fee with service of the subpoena."
Angelo Gordon asserted that the Debtors failed to provide witness
fees, and the proof of service does not indicate such fees were
tendered.
In addition to the Deposition Subpoena's procedural faults, the
Court concluded it is unnecessary, duplicative, and sought
information readily available from other sources and, as a result,
should be quashed as unduly burdensome on Angelo Gordon. The
"process of weighing a subpoena's benefits and burdens calls upon
the trial court to consider whether the information is necessary
and whether it is available from any other source." The topics
designated in the Deposition Subpoena are substantially similar to
the topics in the subpoena for Riverstone. The topics include
Angelo Gordon's communications with Riverstone, MTE Holdings LLC,
and Natixis, all parties already involved in the underlying action.
As the issuer of the subpoena, MTE Holdings LLC would be seeking
information about communications involving itself, making the
subpoena at least partially redundant and the information sought
readily available from other sources.
In addition, the Debtors' need to obtain the information urgently
is low compared to its potential value. The Debtors had ample time
to properly serve Angelo Gordon along with other parties, such as
Riverstone, but instead chose to do so only days before the
hearing. Further, the Debtors also failed to file a response brief
to the motion to quash by Feb. 4, 2020, even with an extension by
the Court to Feb. 14. Accordingly, the Court has been presented
with no justification for such a far-reaching demand on such short
notice. The Court concluded, therefore, that the information the
Deposition Subpoena sought is unnecessary, duplicative, and readily
available to the Debtors without the need to subpoena Angelo
Gordon.
The Court also found that reimbursement of attorney's fees is
appropriate here. The Court said that Angelo Gordon's counsel
informed the Debtors' counsel of the deficiencies in the subpoena
and requested its withdrawal without success. Those flaws were
patent: it is obvious that four days is not a reasonable time to
comply with a deposition subpoena, and the Debtors had no excuse
for waiting until the eleventh hour to seek deposition testimony.
In changing the notice requirement of Rule 45 from 10 days to 14
days, the intent of the 1991 advisory committee was to allow
parties more time to object to such subpoenas.
When deciding whether sanctions should be imposed, the court must
determine whether the "subpoena imposed an undue burden," and, if
so, what "reasonable steps" the issuing party took to "avoid
imposing such a burden." As the Court has explained, the burden
created by the subpoena was significant. And the Debtors did not
demonstrate any measures taken to mitigate the burden on Angelo
Gordon. They failed to provide the acceptable fourteen days to
respond, or mandatory witness fees, and took no steps to modify the
subpoena upon notice of its deficiencies. Moreover, the Debtors
caused Angelo Gordon to bring the instant motion because of the
Debtors' refusal to withdraw, and then failed to file a response
brief to justify the subpoena. Because the Debtors have needlessly
wasted Angelo Gordon's and the Court's resources in resolving the
motion, Angelo Gordon is entitled to reimbursement of expenses,
including reasonable attorney's fees, incurred in pursuing the
motion.
A copy of the Court's Order dated August 13, 2020 is available at
https://bit.ly/2QWlezT from Leagle.com.
About MTE Holdings LLC
MTE Holdings LLC is a privately held company in the oil and gas
extraction business. MTE sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 19-12269) on Oct. 22,
2019. In the petition signed by its authorized representative,
Mark A. Siffin, the Debtor disclosed assets of less than $50
billion and debts of $500 million.
Judge Karen B. Owens has been assigned to the case.
The Debtor tapped Kasowitz Benson Torres LLP as its bankruptcy
counsel; Morris, Nichols, Arsht & Tunnell, LLP as its local
counsel; Greenhill & Co., LLC, as financial advisor and investment
banker; Ankura Consulting LLC, as chief restructuring officer; and
Stretto as its claims and noticing agent.
NATES AUTO REPAIR: Court Confirms Subchapter V Plan
---------------------------------------------------
Judge Brenda T. Rhoades entered an order confirming Nates Auto
Repair & Performance, Inc. d/b/a All Hooked Up Towing's First
Amended Chapter 11 Plan of Reorganization Under Subchapter V.
On June 2, 2020, the Court entered an order (I) Setting Hearing on
Confirmation of Subchapter V Plan; (II) Setting Hearing on Fee
Application; (III) Describing Various Deadlines; and (IV)
Describing Debtor's Obligations.; and on June 17, 2020, entered an
Order continuing the Confirmation Hearing to July 16, 2020.
The Court ruled that the Subchapter V Plan satisfies 11 U.S.C. Sec.
1122(a) and adequately and properly classifies all claims and
interests required to be classified, and accordingly, satisfies 11
U.S.C. Sec. 1123(a)(2) and (3).
The Subchapter V Plan provides the same treatment for each claim or
interest in each class, and accordingly, satisfies 11 U.S.C. Sec.
1123(a)(4).
Article VI of the Subchapter V Plan sets forth the means by which
the Subchapter V Plan will be implemented, and accordingly, makes
adequate means for its implementation and satisfies 11 U.S.C. Sec.
1123(a)(5). The Subchapter V Plan will be funded through income
generated by Debtor and payments by the Debtor.
The Subchapter V Plan has been accepted in writing by the class of
creditors whose acceptance is required by law.
The Debtor's Amended Certificate correctly sets forth the
tabulation of votes, as required by the Bankruptcy Code, Bankruptcy
Rules, and Local Rules of the Bankruptcy Court for the Southern
District of Florida.
The Plan was voted on by the holders of Classes 1, 3, 5, 6, 7, 9,
10, and 12.
The Debtor's cash on hand will be available for the payment in
whole or in part of the Allowed Administrative Expense Claims,
Priority Tax Claims, Subchapter V Trustee Fees, and the amounts due
to creditors as set for in the Proponent’s Certificate.
The Debtor estimates that Class 12 creditors will receive a
distribution of approximately 3 percent of the Allowed General
Unsecured Claims.
The treatment of secured Class 5 creditor, Eastern Funding in the
Subchapter V Plan is amended to include the following language:
"Notwithstanding any provision herein, all personal guarantees
shall remain in full force and effect".
The Debtor's counsel:
Chad Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
330 N Andrews Ave., Suite 450
Fort Lauderdale, FL 33301
Telephone: (954) 765-3166
Facsimile: (954) 756-7103
E-mail: Chad@cvhlawgroup.com
About Nates Auto Repair
Nates Auto Repair & Performance, Inc. provides 24-hour car and
heavy truck towing and roadside services in Jupiter, Port St.
Lucie, Stuart, Fort Pierce and Interstate 95, Florida. For more
information, visit https://allhookeduptowing.co/
Nates Auto Repair & Performance filed a voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
20-12446) on Feb. 25, 2020. In the petition signed by Nathan
Miskulin, president, the Debtor was estimated to have under $50,000
in assets and $1 million to $10 million in liabilities.
Judge Erik P. Kimball oversees the case.
Chad Van Horn, Esq., at Van Horn Law Group, P.A., is the Debtor's
legal counsel.
NAVICURE INC: Moody's Affirms B3 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service affirmed Navicure, Inc.'s, ratings,
including its B3 corporate family rating, B3-PD probability of
default rating, and B2 ratings on the company's first-lien debt
instruments, which include an upsized $1.54 billion term loan and
an upsized $200 million revolving credit facility. The term loan's
$620 million incremental proceeds, plus $190 million incremental
proceeds from an existing, unrated second-lien term loan, as well
as $560 million of new equity and a small amount of cash will be
used to facilitate Navicure's $1.35 billion purchase of eSolutions,
and to pay transaction fees. The outlook remains stable.
Affirmations:
Issuer: Navicure, Inc.
Corporate family rating, affirmed B3
Probability of default rating, affirmed B3-PD
Gtd Senior Secured 1st lien Term Loan due 2026, affirmed B2 (LGD3)
Gtd Senior Secured 1st lien Revolving Credit Facility due 2024,
affirmed B2 (LGD3)
Outlook, remains stable
RATINGS RATIONALE
Navicure's ratings are constrained by a somewhat small scale, very
high, approximately 9.0 times Moody's-adjusted debt-to-EBITDA
leverage that Moody's expects will moderate, and renewed
acquisition-integration risks as the healthcare
revenue-cycle-management ("RCM") technology provider relevers
itself for another acquisition. As a result of the proposed
acquisition, however, the company's revenue base will expand by
more than 25% and diversify into Medicare and dental connectivity
for processing healthcare claims. Since the company had met its
expectations for deleveraging and its own goals for synergy
realization after its late-2017 acquisition of the much larger and
less profitable ZirMed, Moody's believes the company can repeat its
success acquiring the smaller eSolutions target. Navicure's already
strong profitability, even without achieving synergies, should be
enhanced because eSolutions is meaningfully more profitable than
Navicure currently.
Moody's believes that servicing Navicure's now $2.0 billion debt
load (a 70% increase in Moody's-adjusted debt) limits the company's
operational and financial flexibility in a highly competitive,
consolidating environment that includes many players, some
considerably larger and less leveraged than Navicure. The company,
however, has had some success distinguishing itself by offering a
next-generation, SaaS-based suite of products serving a broad,
loyal customer base of thousands of small to medium sized
physicians' offices and hospitals and post-acute care facilities.
eSolutions has a national web-based network that provides
connectivity between healthcare providers (hospitals, skilled
nursing facilities, and federally qualified healthcare centers) and
the CMS, the single largest healthcare payor in the US. An RCM
platform that offers connectivity between providers and both
commercial insurance payers and Medicare would be unique in the
market as of this day.
Market share inroads and cross-selling opportunities at the
combined company should allow for healthy revenue gains over the
next few years and Moody's expects, in the absence of debt-financed
acquisitions, that Navicure will again delever steadily. Healthcare
industry trends -- including increased healthcare spending, higher
patient volumes with lower margins, a rise in costs attributed to
waste and abuse, and greater, regulatory-driven complexity in the
billing process itself -- also support the B3 rating.
Moody's views Navicure's liquidity as good, as demonstrated by free
cash flows that, with the company facing a 70% increase in annual
interest expense (to about $110 million) and integration expenses,
will be pressured in the short term. Cash balances will be modest
initially, but Moody's anticipates they will grow. Revenue and
margin growth should allow for positive free cash flow, in the low
single-digits as a percentage of debt over the next 12 to 18
months, consistent with the ratings category. The $200 million
revolving credit facility, upsized from $125 million and undrawn at
closing, will support any weakness in cash flows, which can be
unpredictable due to Navicure's small size, one-time costs, and
working capital swings. The transaction's loose covenant package,
including a springing first-lien leverage limit of 8.5 times when
the revolver is 35% drawn and no maintenance covenants associated
with the term loans, suggests the company will have unimpeded
access to the liquidity facility in early quarters.
Navicure's corporate governance poses risks through both the high
financial leverage employed and private equity ownership, which
typically places shareholder interests above those of creditors. A
track record of aggressive, largely debt-funded acquisitions
highlights governance risk, and is incorporated into the B3 CFR.
Navicure is paying a high-teens EBITDA multiple for eSolutions.
The stable rating outlook reflects Moody's expectation that
top-line growth in the high-single-digit percentages and moderate
corresponding margin improvement will allow for positive free cash
flow as well as for steady deleveraging, to below 8.0 times by the
end of 2021, still high for the B3 ratings category. (Navicure's
low level of capitalized software has negligible impact on Moody's
EBITDA calculation.)
Terms in the first lien credit agreement contain provisions for
incremental debt capacity up to the greater of $149.0 million and
100% of consolidated EBITDA for the trailing twelve months plus
additional amounts subject to pro-forma first-lien net leverage of
5.5 times (if pari passu secured). The maturity of the incremental
facilities must be no later than the maturity of the existing
facilities. Incremental equivalent debt capacity is subject to a
total secured leverage ratio of 7.5 times if junior. There are no
anticipated "blocker" provisions providing additional restrictions
on top of the covenant carve-outs to limit collateral leakage
through transfers of assets to unrestricted subsidiaries.
Subsidiaries are required to provide guarantees only if
wholly-owned; the sale or disposition of partial equity interests
will result in an automatic release of guarantees. There are no
leverage-based step-downs to the requirement that net assets sale
proceeds be used to reinvest or repay the loans.
FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if earnings growth enables Navicure
to sustain Moody's-adjusted debt-to-EBITDA leverage below 6.0
times, and if free cash flow as a percentage of debt is expected to
be sustained in at least the mid-single digits. A ratings downgrade
could result if Moody's expects free cash flow to turn negative, or
if access to the revolver appears threatened. Failure to achieve at
least mid-single-digit revenue growth or to make progress towards
delevering would also pressure the rating.
Louisville, Kentucky-based Navicure, Inc. provides SaaS-based
revenue cycle management services, focusing on healthcare claims
management and patient payment solutions for physicians' offices,
small hospitals, post-acute-care facilities, and, including the
late-2020-anticipated acquisition of eSolutions, for dental offices
and Medicare-related entities. Moody's expects Navicure to generate
2020 revenues of $490 million, pro-forma for a full year's worth of
eSolutions revenue. As the result of a second-half 2019 LBO, EQT
Partners and the Canadian Pension Plan Investment Board own
approximately 75% of Navicure, while Bain Capital, the company's
owner since 2016, owns the vast majority of the balance.
The principal methodology used in these ratings was Software
Industry published in August 2018.
NEWSTREAM HOTEL: Unsecureds Estimated Recovery 5%
-------------------------------------------------
Newstream Hotel Partners–IAH LLC, submits this Disclosure
Statement.
The Debtor had, among other assets: Cash as of the Petition Date in
the amount of approximately $125,478, insurance proceeds in excess
of $1.1 Million, and the Property.
Class 2: Secured Claims of UC Red Lion Houston Holder, LLC. This
class is impaired with amount of claims of $3,553,689.34 and may
recover 100% of claims. In full and final satisfaction, discharge,
and release of the UC Red Lion Secured Claim, UC Red Lion shall
receive (i) Cash in an amount equal to the Prepetition Lender
Insurance Carve-Out, and (ii) the New UCF Note.
Class 3: M&M Claims. This class is impaired with amount of claims
of approximately $1.6 Million and may recover 49.5% of claims. Each
holder of an Allowed M&M Claim shall receive its Pro Rata share of
the M&M Claim Carve-Out. Upon receipt of its Pro Rata share of the
M&M Claim Carve-Out.
Class 5: Unsecured Claims of UC Red Lion Houston Holder, LLC. This
class is impaired with amount of claims of approximately $1.2
Million and may recover 5% of claims. In full and final
satisfaction of the UC Red Lion Deficiency Claim, UC Red Lion shall
receive on or before the Effective Date Cash in an amount equal to
sixty-five thousand dollars ($65,000).
Class 6: Prepetition Operating Facility. This class is impaired
with amount of claims of approximately $75,000. The holder of the
Allowed Class 6 Claims shall receive a Pro Rata percentage of the
New Equity Interests as if the amount of the Allowed Class 6 Claims
had been contributed as part of the New Equity Capitalization.
Class 7: Ongoing Trade Claims. This class is impaired with amount
of claims of approximately $199,753.77 and may recover 50% of
claims. Each holder of an Allowed Ongoing Trade Claim shall receive
on or before the Initial Distribution Date, its Pro Rata share of
Class 7 Carve-Out.
Class 8: General Unsecured Claims. This class is impaired with
amount of claims of approximately $1,026,542.17 and may recover 5%
of claims. Each holder of Allowed General Unsecured Claim shall
receive, on the Initial Distribution Date and Final Distribution
Date, as applicable, in full and final satisfaction of such claim
its Pro Rata share of the GUC Cash Pool.
Class 9: Insider Claims. This class is impaired with amount of
claims of approximately $400,000. Each holder of an Allowed Class 9
Class shall receive no distributions or cash from the Debtor or
Reorganized Debtor.
Class 10: Equity Interest Holders. This class is impaired. The
Newstream IAH Equity Interests shall be cancelled and
extinguished.
The Plan will be funded from the New Equity Cash received for the
purchase of the New Equity Interests.
A full-text copy of the Disclosure Statement dated July 27, 2020,
is available at https://tinyurl.com/y5mea87e from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Jason P. Kathman
Megan F. Clontz
PRONSKE & KATHMAN, P.C.
2701 Dallas Parkway, Suite 590
Plano, Texas 75093
Tel: (214) 658-6500
Fax: (214) 658-6509
E-mail: jkathman@pronskepc.com
E-mail: mclontz@pronskepc.com
About Newstream Hotel Partners-IAH
Newstream Hotel Partner-IAH, LLC, is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)).
Newstream Hotel Partner-IAH sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Tex. Case No. 20-41064) on April
28, 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 Brenda T. Rhoades oversees the case.
Pronske & Kathman, P.C., is the Debtor's legal counsel.
NIELSEN FINANCE: Moody's Rates New Senior Unsecured Notes 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Nielsen Finance
LLC's proposed senior unsecured notes offering. Nielsen Finance is
an indirect wholly-owned subsidiary of Nielsen Holdings plc.
Nielsen's Ba3 Corporate Family Rating (CFR) and negative outlook
remain unchanged.
Following is a summary of the rating actions:
Assignment:
Issuer: Nielsen Finance LLC (Co-Borrower: Nielsen Finance Co.)
Senior Unsecured Notes, Assigned B2 (LGD5)
The assigned rating is subject to review of final documentation and
no material change in the size, terms and conditions of the
transaction as advised to Moody's. The new notes will be pari passu
with the existing senior unsecured notes issued by Nielsen Finance
and benefit from the same guarantors on a senior unsecured basis.
RATINGS RATIONALE
The transaction is leverage and ratings neutral since there will be
no change to the outstanding debt quantum or classes of debt.
Moody's expects the net offering proceeds will be used to partly
repay the $425 million outstanding 5.5% Senior Unsecured notes due
2021 residing at The Nielsen Company (Luxembourg) S.à.r.l. and
partially repay the $2.3 billion outstanding 5% Senior Unsecured
notes due 2022 issued by Nielsen Finance. Moody's views the
transaction favorably given the extension of the debt maturity
structure.
Nielsen's Ba3 CFR reflects the company's leading international
positions within its Global Media and Global Connect operating
segments; relatively high entry barriers with high client switching
costs; long-standing contractual relationships across its client
base; and solid EBITDA margins. Nielsen has sustained historical
margin pressure in its Connect business from: (i) slowing revenue
growth amid a competitive landscape, (ii) reduced spend from
consumer packaged goods (CPG) clients and (iii) growth in
e-commerce and private label sales, coupled with investments in the
Media business to adapt to shifts in advertising spend and consumer
viewing habits. On July 7, 2020, Nielsen announced a plan to
achieve $250 million of permanent cost savings spanning Media and
Connect.
Further challenges include cyclical and secular spending pressures,
temporarily high financial leverage and moderating EBITDA.
Nielsen's contractual revenue (around 70% of total revenue) will
provide some cushion against client spending pullbacks.
Nonetheless, with the global economic recession, Moody's expects
client spending in short-cycle products (roughly 30% of total
revenue) will be weak this year as some customers in challenged
sectors such as CPG, automotive and non-grocery retail will reduce
or delay purchases. Exposure to sectors less affected by the virus,
such as food and beverage, supermarkets, healthcare, pharmacies,
telecom, financial services and in-home entertainment and media,
will help to partially offset challenged sectors.
The negative outlook considers that Nielsen's constant currency
organic revenue growth will turn negative, declining in the
mid-single digit percentage range, and Moody's adjusted EBITDA
margins will migrate to the low end of the 27% to 30% range over
the coming year. The outlook captures Moody's view that financial
leverage as measured by total debt to EBITDA will increase
temporarily above the 5x downgrade trigger (Moody's adjusted,
including one-time separation and restructuring costs) arising from
the challenged operating environment and global economic
recession.
On November 7, 2019, Nielsen announced plans to spin off Connect
into a new publicly traded standalone entity by distributing the
business unit's shares to shareholders. The transaction is expected
to be completed by the end of Q1 2021. An expected cash
distribution from the completed spin-off would be applied towards
partial repayment of Media's debt. Following the Connect
separation, the remaining Media business will continue as a
publicly traded company. While Moody's views the pending separation
favorably given the prospects for debt reduction, enhanced free
cash flow generation and improved organic revenue growth in 2021,
as more information becomes available closer to the spin-date,
Moody's will evaluate Nielsen RemainCo's pro forma debt capital
structure, leverage target and financial policies, as well as the
impact and timing of expected transition costs on EBITDA and cash
flows. Moody's assessment will also consider that Nielsen RemainCo
will become a more narrowly focused business with reduced revenue
and profitability after the spin-off.
Over the next 12-15 months, Moody's expects Nielsen to maintain
good liquidity (SGL-2 Speculative Grade Liquidity) supported by
positive, albeit weakened, free cash flow generation in the range
of 1%-2% of total debt (Moody's adjusted), solid cash levels (cash
balances totaled $438 million at June 30, 2020) and access to a
$850 million revolving credit facility (RCF) ($165 million
outstanding at June 30, 2020).
The rapid spread of the coronavirus outbreak, deteriorating global
economic outlook, low oil prices, and high asset price volatility
have created an unprecedented credit shock across a range of
sectors and regions. Moody's regards the coronavirus outbreak as a
social risk under its ESG framework, given the substantial
implications for public health and safety. Given Nielsen's exposure
to the US and overseas economies as well as consumer discretionary
spend, the company remains vulnerable to shifts in market demand
and consumer sentiment in these unprecedented operating
conditions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The rating outlook could be revised to stable if financial leverage
declines to the 4.5x area (Moody's adjusted) and free cash flow to
debt improves to the mid-single digit percentage range (Moody's
adjusted) coupled with constant currency revenue growth in the
low-to-mid-single digit percentage band. A ratings upgrade is
unlikely over the near-term, especially if the coronavirus outbreak
continues to impact clients' spending on Nielsen's measurement and
analytics products. Over time, an upgrade could occur if the
company demonstrates constant currency revenue growth in the
mid-single digit percentage range and higher EBITDA margins in the
30% to 35% area. Additionally, upward rating pressure could occur
if total debt to EBITDA declines below 4x (Moody's adjusted) and
free cash flow to debt (Moody's adjusted) improves to the 5% to 6%
range.
Ratings could be downgraded if EBITDA margins contracted or debt
levels increased resulting in total debt to EBITDA above 5x
(Moody's adjusted) on a sustained basis and free cash flow
generation weakened to below 1% of adjusted debt due to
deterioration in operating performance. A deterioration in
liquidity could also result in ratings pressure.
Nielsen Holdings plc, headquartered in Oxford, England and New
York, NY, is a global provider of consumer information and
measurement with operations in more than 100 countries. Revenue
totaled approximately $6.4 billion for the twelve months ended June
30, 2020.
The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.
NKS HOLDINGS: Gets Approval to Hire Krisher-McKay as Broker
-----------------------------------------------------------
NKS Holdings, Inc. received approval from the U.S. Bankruptcy Court
for the Southern District of Texas to employ Krisher-McKay, Inc. as
its real estate broker.
Krisher-McKay will assist in the sale of Debtor's real estate at
4508 Park Shadow, Baytown, Texas.
The firm will receive 5 percent of the sales price as commission.
Krisher-McKay does not represent interests adverse to Debtor's
bankruptcy estate in the matters upon which it is to be employed,
according to court filings.
The realtor can be reached through:
LaNelle McKay
Krisher-McKay, Inc., Realtors
1000 Massey Tompkins Rd.
Baytown, TX 77521
Phone: 713-254-0163
Email: mckay@krishermckay.com
About NKS Holdings
NKS Holdings, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Texas Case No. 20-10244) on June 1, 2020. On July 13, 2020,
the case was transferred to the U.S. Bankruptcy Court for the
Southern District of Texas and was assigned a new case number (Case
No. 20-80198).
At the time of the filing, Debtor had estimated assets of between
$500,001 and $1 million and liabilities of between $100,001 and
$500,000.
Debtor has tapped Maida Clark Law Firm, P.C. as its legal counsel
and Krisher-McKay, Inc. as its real estate broker.
NKS HOLDINGS: To Seek Plan Confirmation Sept. 11
------------------------------------------------
Judge Jeffrey P. Norman has ordered that the NKS Holdings, Inc.'s
Disclosure Statement is waived.
The hearing to consider the confirmation of the Debtor's proposed
Chapter 11 Plan (if a written objection has been timely filed) is
fixed and will be conducted at 9:30 a.m. on Sept. 11, 2020, in the
Courtroom of the United States Bankruptcy Court, 601 Rosenberg St.,
Room 411, Galveston, Texas 77550.
Sept. 4, 2020 is fixed as the last day for filing and serving
written objections to confirmation of the Debtor's proposed Chapter
11 plan.
Sept. 4, 2020 is fixed as the last day for filing written
acceptances or rejections of the Debtors’ proposed Chapter 11
plan which must be received by 5:00 p.m. (CST/CDT).
About NKS Holdings
NKS Holdings, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Tex. Case No. 20-10244) on June 1, 2020, listing under $1
million in both assets and liabilities. Maida Clark Law Firm,
P.C., is the Debtor's counsel.
NORTHLAND CORPORATION: Hires Kaplan Johnson as Counsel
------------------------------------------------------
Northland Corporation seeks authority from the U.S. Bankruptcy
Court for the Western District of Kentucky to employ Kaplan Johnson
Abate & Bird LLP as counsel to the Debtor.
Northland Corporation requires Kaplan Johnson to:
a. give legal advice with respect to the Debtor's powers and
duties as debtor in possession in the continued management
of its financial affairs and estate assets;
b. take all necessary action to protect and preserve the
estate, including prosecution of actions on behalf of the
Debtor, the defense of any actions commenced against the
Debtor, negotiations concerning all litigation in which the
Debtor is involved, if any, objecting 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 the Debtor's estate;
d. perform all other services for the Debtor in connection
with the Chapter 11 case and the formulation and
implementation of the Debtor's Chapter 11 plan.
Kaplan Johnson will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Tyler R. Yeager, a partner of Kaplan Johnson Abate & Bird, 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.
Kaplan Johnson can be reached at:
Tyler R. Yeager, Esq.
Charity S. Bird, Esq.
KAPLAN JOHNSON ABATE & BIRD LLP
710 West Main Street, 4th Floor
Louisville, KY 40202
Tel: (502) 416-1630
Fax: (502) 540-8282
E-mail: tyeager@kaplanjohnsonlaw.com
cbird@kaplanjohnsonlaw.com
About Northland Corporation
Northland Corporation -- http://northlandcorp.com/-- is in the
primary business of drying, sorting, and grading hardwood lumber.
Northland Corporation, based in La Grange, KY, filed a Chapter 11
petition (Bankr. W.D. Ky. Case No. 20-31934) on July 27, 2020.
In the petition signed by Orn E. Gudmundsson, Jr., CEO, the Debtor
was estimated to have $1 million to $10 million in both assets and
liabilities.
KAPLAN JOHNSON ABATE & BIRD LLP, serves as bankruptcy counsel to
the Debtor.
NPHSS LLC: CALCAP Income Fund Objects to Combined Disclosure & Plan
-------------------------------------------------------------------
Secured Creditor CALCAP Income Fund I, LLC, objects to the Combined
Disclosure Statement and Chapter 11 Plan of Reorganization of
debtor NPHSS, LLC.
CALCAP claims that:
* Allowing a facially nonconfirmable plan to accompany a
disclosure statement is both inadequate disclosure and a
misrepresentation.
* The Debtor is attempting to modify Secured Creditor's rights
by reducing the interest rate to 6% interest per year from and
after Plan confirmation. However, Secured Creditor is an over
secured creditor and therefore, entitled to the default rate
interest of 13.25% pursuant to the terms of the Note.
* Secured Creditor's claim is fully secured and is entitled to
be paid at the 13.24% default interest. Unless the Debtor cures
this defect, the Disclosure Statement/Plan cannot be approved.
A full-text copy of Secured Creditor's objection to Combined
Disclosure Statement and Plan dated July 30, 2020, is available at
https://tinyurl.com/yxurjlb4 from PacerMonitor.com at no charge.
Attorneys for Secured Creditor:
GERACI LAW FIRM
Marisol Nagata, Esq.
90 Discovery
Irvine, CA 92618
Tel: (949) 379-2600
Fax: (949) 379-2610
E-mail: m.nagata@geracillp.com
About NPHSS LLC
NPHSS, LLC, is a single asset real estate debtor (as defined in 11
U.S.C. Section 101(51B)) based in Carmel by the Sea, Calif.
NPHSS filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
20-50296) on Feb. 19, 2020. The petition was signed by Franklin
Davis Loffer, III, Debtor's managing member. 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
Stephen L. Johnson oversees the case. Stanley Zlotoff, Esq., is
the Debtor's bankruptcy counsel.
NTS W. USA: Seeks to Hire Arent Fox as Attorney
-----------------------------------------------
NTS W. USA Corp., seeks authority from the U.S. Bankruptcy Court
for the Southern District of New York to employ Arent Fox LLP, as
attorney to the Debtor.
NTS W. USA requires Arent Fox to:
a. take all necessary action to protect and preserve the
estate of the Debtor, including the prosecution of actions
on the Debtor's behalf (including the currently pending
adversary proceeding NTS W. USA Corp. v. 605 Fifth Property
Owner, LLC, AP No. 20-09035-CGM), 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;
b. provide legal advice with respect to the Debtor's powers
and duties as debtor-in-possession in the continued
operation of its business and management of its properties;
c. negotiate, prepare, and pursue confirmation of a plan and
approval of a disclosure statement and any other
restructuring alternative;
d. prepare on behalf of the Debtor, as debtor-in-possession,
necessary motions, applications, answers, orders, reports,
and other legal papers in connection with the
administration of the Debtor's estate;
e. appear in court and protecting the interests of the Debtor
before the Bankruptcy Court;
f. review all pleadings filed in this Chapter 11 Case; and
g. perform all other legal services in connection with this
Chapter 11 Case as may reasonably be required.
Arent Fox will be paid at these hourly rates:
Partners $690 to $1,140
Of Counsel $655 to $1,095
Associates $410 to $710
Paraprofessionals $195 to $395
The Debtor paid Arent Fox the amount of $200,000 payment as an
advance payment retainer. In addition, the Debtor paid Arent Fox
$75,000.00 (the "Initial Payment") for services rendered prior to
the filing of the petition. Arent Fox issued an invoice for the
actual fees, charges, and disbursements incurred for the period
prior to the Petition Date in the amount of $91,717.00 (the
"Prepetition Bill Amount"). To satisfy the Prepetition Bill Amount,
Arent Fox applied the Initial Payment and, pursuant to the
Engagement Agreement, deducted the remaining $16,717 from the
Advanced Payment Retainer existing as of the Petition Date. As of
the commencement of this chapter 11 case, Arent Fox holds
approximately $183,283.00 as the Advanced Payment Retainer.
During the 90 days prior to the Petition Date, Arent Fox received
total payments in the aggregate amount of $275,000.00 for
professional services performed and to be performed on behalf of
the Debtor.
Arent Fox will also be reimbursed for reasonable out-of-pocket
expenses incurred.
George P. Angelich, partner of Arent Fox LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Arent Fox can be reached at:
George P. Angelich, Esq.
ARENT FOX LLP
1301 Avenue of the Americas, Floor 42
New York, NY 10019
Telephone: (212) 484-3900
Facsimile: (212) 484-3990
E-mail: george.angelich@arentfox.com
About NTS W. USA Corp.
NTS W. USA Corp., based in Central Valley, NY, filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 20-35769) on July 22, 2020. The
Hon. Cecelia G. Morris presides over the case.
In the petition signed by CRO Brian K. Ryniker, the Debtor was
estimated to have $1 million to $10 million in assets and $10
million to $50 million in liabilities.
ARENT FOX LLP, serves as bankruptcy counsel to the Debtor. Stretto
is the claims agent and administrative advisor.
OFFSHORE SPECIALTY: Davie Shoring Contract Row Goes to Trial
------------------------------------------------------------
District Judge Wendy B. Vitter denied Davie Shoring, Inc.'s Motion
for Partial Summary Judgment in the contract dispute captioned
DAVID WEINHOFFER, as liquidating Trustee of OFFSHORE SPECIALTY
FABRICATORS LLC, v. DAVIE SHORING, INC., Civil Action No. 19-11175
(E.D. La.).
On Oct. 1, 2017, Offshore Specialty Fabricators LLC filed for
bankruptcy in the United States Bankruptcy Court, Southern District
of Texas. On Oct. 28, 2018, the Bankruptcy Court issued an Order
confirming the First Amended Plan of Liquidation under Chapter 11
of the Bankruptcy Code proposed by the official committee of
unsecured creditors, and approved David Weinhoffer as the Trustee
of the Liquidating Trust. On Dec. 5, 2018, OSF and Weinhoffer
entered into a Liquidating Trust Agreement, which vests in
Weinhoffer the right to pursue any and all portions of the
Liquidating Trust Assets. OSF sought the Bankruptcy Court's
approval of a sale of its non-barge assets on behalf of the Trust,
including a large housing module. The Bankruptcy Court approved
OSF's request and the sale of the module pursuant to a public bid
process.
On April 24, 2018, OSF entered into an Auction Agreement with
Henderson Auctions in which OSF agreed to sell the Module to the
highest bidder. On May 16, 2018, the Module was placed for sale via
online auction. Davie Shoring placed the highest bid at $177,500
to purchase the Module. Although the module was for sale online,
Warren Davie of Davie Shoring testified that he placed his bid by
calling Jeff McCon of Henderson Auctions. Warren Davie submitted an
affidavit in which he attests that he reviewed certain Henderson
Auction Terms and Conditions, which included a stipulated damages
clause, for the sale of the Module online before the sale. But when
questioned at his deposition, Davie could not say where he read the
Terms and Conditions. Moreover, McCon states in his affidavit that
he had no personal knowledge of the Terms and Conditions.
Davie Shoring did not remit payment for the Module. On June 12,
2019, the Liquidating Trustee sued Davie Shoring to recover for the
failed auction sale.
Davie Shoring argues that its damages are limited by a stipulated
damages clause in the Terms and Conditions which states that
"[u]npaid bidders will be declared in default and will be liable
for 20% of the bid price or a minimum of $500, whichever is
greater." In its Motion for Partial Summary Judgment, Davie Shoring
argues that this term was listed on the Henderson Auction website
which was used to auction the Module, that Davie reviewed the Terms
and Conditions before entering a contract to buy the module, and
that enforcement of the stipulated damages clause is not manifestly
unreasonable.
In his opposition, the plaintiff argues there are issues of
material fact regarding whether the Terms and Conditions, including
the stipulated damages clause, are binding on the parties. He first
argues that stipulated damages provision did not apply to the sale
of the Module, as that term is pulled from a digital archive and a
review of the digital archive from 2018 shows terms that differ
from the ones defendants claim control the contract, including the
stipulated damages clause. The Plaintiff also argues that Henderson
Auctions was not authorized by the plaintiff to limit the damages
for the plaintiff with a stipulated damages clause. The Plaintiff
next argues that there was no "meeting of the minds" between Davie
and Jeff McCon as to the stipulated damages clause, and therefore
the clause is either not enforceable or was superseded by the
verbal agreement between Davie and McCon. Finally, the plaintiff
contends the terms are ambiguous, and if they are to be enforced,
they must be enforced along with provisions requiring the defendant
to pay interest as well as moving/storage fees.
The Defendant counters that the plaintiff's use of a digital
archive to identify the relevant terms is flawed, and that using
the website correctly yields a webpage with the full Terms and
Conditions, including the stipulated damages clause. The Defendant
contends that Henderson Auctions had the authority to set the terms
for the sale, including limiting damages, or, alternatively, that
Davie acted reasonably in relying on the terms. It further argues
that Davie Shoring is not bound by an agreement between Henderson
Auctions and the plaintiff. Finally, it points out Davie stated in
his affidavit and at his deposition that he reviewed the terms
before the auction, so there was necessarily a "meeting of the
minds" between the parties.
According to Judge Vitter, the row involved the formation of a
contract. "Four elements are necessary for the formation of a
contract in Louisiana: (1) capacity, (2) consent, (3) certain
object, and (4) lawful cause." "A contract is formed by the consent
of the parties established through offer and acceptance." "Unless
the law prescribes a certain formality for the intended contract,
offer and acceptance may be made orally, in writing, or by action
or inaction that under the circumstances is clearly indicative of
consent." Moreover, "it is horn book law that the consent of the
parties is necessary to form a valid contract and where there is no
meeting of the minds between the parties the contract is void for
lack of consent." "A party who demands performance of an obligation
must prove the existence of the obligation." The existence or the
validity of a contract is a question of fact.
According to Judge Vitter, a defendant need not demonstrate
numerous issues of fact to defeat a motion for summary judgment; a
single disputed issue of material fact will suffice. Drawing all
inferences in favor of the plaintiff, the Court found that an issue
of material fact exists as to whether there was a "meeting of the
minds" of the parties regarding the Terms and Conditions that
precludes summary judgment. Davie attested in his declaration that
he reviewed the Terms and Conditions for the sale of the Module on
Henderson Auctions' website "[i]n preparation for participating in
the auction." And in his deposition, he stated that he would have
read the Terms and Conditions "at some point" and that he
couldn’t say when he read it. But other portions of Davie's
deposition call this into question. When asked if he reviewed the
Terms and Conditions on Henderson Auction's website, Davie stated
he didn’t know where he read it. Moreover, Davie testified at his
deposition that although he was "following [the auction] on [his]
iPad" he did not fill out any paperwork to make a bid, but rather
communicated his bid to Jeff McCon by telephone. And McCon
specifically testified in his declaration that he has "no personal
knowledge of the details of the advertisement prepared by Henderson
Auctions for the Module and placed on its webpage, including any
terms and conditions for the auction of the Module, outside of what
I have been told by others."
Judge Vitter said that this evidence, taken together, is sufficient
to create an issue of material fact as to whether there was a
"meeting of the minds" between the parties regarding the Terms and
Conditions. And because it is "horn book law that . . . where there
is no meeting of the minds between the parties the contract is void
for lack of consent," this issue of material precludes summary
judgment as to the enforceability of the stipulated damages
clause.
A copy of the Court's Order dated August 12, 2020 is available at
https://bit.ly/3btUO1R from Leagle.com.
About Offshore Specialty Fabricators
Offshore Specialty Fabricators, LLC -- http://www.osf-llc.com/--
provides decommissioning project management utilizing its heavy
lift derrick barges for the installation and removal of oil and gas
facilities in the Gulf of Mexico. Its facility is located at 115
Menard Rd. in Houma, Louisiana.
Offshore Specialty has been providing offshore construction
solutions to the international and domestic oil and gas industry
for more than 20 years.
Offshore Specialty sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-35623) on Oct. 1,
2017. In the petition signed by CEO Tammy Naron, the Debtor
estimated assets of $50 million to $100 million and estimated
liabilities of $10 million to $50 million.
The Debtor hired Diamond McCarthy LLP as counsel, and Koch &
Schmidt Law Firm, as special counsel.
Judge Marvin Isgur presides over the case.
On Oct. 25, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
PETASOS RESTAURANT: Plan Confirmation Hearing Slated for Sept. 11
-----------------------------------------------------------------
Judge Elizabeth S. Stong has ordered that the Disclosure Statement
filed by Petasos Restaurant Corp. is conditionally approved.
A telephonic hearing to consider final approval of the Disclosure
Statement and confirmation of the Plan will be held on Sept. 11,
2020 at 11:00 a.m. before the Honorable Elizabeth S. Stong, United
States Bankruptcy Judge, Eastern District of New York.
Any responses or objections to final approval of the Disclosure
Statement or confirmation of the Plan must be filed and served no
later than 5:00 p.m. on Aug. 28, 2020.
To be counted as votes to accept or reject the Plan, all Ballots
must be properly executed, completed and delivered to Morrison
Tenenbaum PLLC and all Ballots are received by MT Lawno later than
5:00 p.m., Eastern Time, on Au. 28, 2020.
About Petasos Restaurant Corp.
Petasos Restaurant Corp., operates a restaurant known as Emphasis
Restaurant located at 6820 Fourth Avenue, Brooklyn, New York. It
sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 19-45410) on
September 10, 2019, listing under $1 million in both assets and
liabilities.
The Hon. Elizabeth S. Stong is the case judge.
The Debtor tapped Morrison Tenenbaum PLLC as its counsel.
PIER 1 IMPORTS: Amended Joint Plan Confirmed by Judge
-----------------------------------------------------
Judge Kevin R. Huennekens has entered findings of fact,
conclusions of law and an order confirming the Amended Joint
Chapter 11 Plan of Pier 1 Imports, Inc. and its debtor affiliates.
The Debtors have proposed the Plan in good faith and not by any
means forbidden by law. In determining that the Plan has been
proposed in good faith, the Bankruptcy Court has examined the
totality of the circumstances surrounding the filing of the Chapter
11 Cases, the Plan itself, and the process leading to its
formulation.
The Plan is the product of good faith, arm's-length negotiations by
and among the Debtors, the Debtors' directors, officers and
managers, and the other constituencies involved in the Chapter 11
Cases.
All documents and agreements necessary to implement the
transactions contemplated by the Plan, including those contained or
summarized in the Plan Supplement, and all other relevant and
necessary documents have been negotiated in good faith and at
arm's-length, are in the best interests of the Debtors, and shall,
upon completion of documentation and execution, be valid, binding,
and enforceable documents and agreements not in conflict with any
federal, state, or local law.
A full-text copy of the order dated July 30, 2020, is available at
https://tinyurl.com/y59lcnxa from PacerMonitor at no charge.
Co-Counsel to the Debtors:
Michael A. Condyles
Peter J. Barrett
Jeremy S. Williams
Brian H. Richardson
KUTAK ROCK LLP
901 East Byrd Street, Suite 1000
Richmond, Virginia 23219-4071
Telephone: (804) 644-1700
Facsimile: (804) 783-6192
- and -
Joshua A. Sussberg, P.C.
Emily E. Geier
AnnElyse Scarlett Gains
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
- and -
Joshua M. Altman
300 North LaSalle Street
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
Chicago, Illinois 60654
Telephone: (312) 862-2000
About Pier 1 Imports
Founded with a single store in 1962, Pier 1 Imports, Inc. --
http://www.pier1.com/-- is a leading omni-channel retailer of
unique home decor and accessories. Its products are available
through approximately 930 Pier 1 stores in the U.S. and online at
pier1.com.
Pier 1 Imports and seven affiliates sought Chapter 11 protection
(Bankr. E.D. Va. Lead Case No. 20-30805) on Feb. 17, 2020, to
pursue a sale of the assets.
Pier 1 Imports disclosed $426.6 million in assets and $258.3
million in debt as of Jan. 2, 2020.
Judge Kevin R. Huennekens oversees the cases.
A&G Realty Partners is assisting Pier 1 Imports with its previously
announced store closures and lease modifications. Pier 1 Imports
landlords are encouraged to contact A&G Realty Partners through its
Web site, http://www.agrep.com/
Kirkland & Ellis LLP and Osler, Hoskin & Harcourt LLP serve as
legal advisors to Pier 1 Imports and its affiliated debtors in the
U.S. and Canada, respectively. The Debtors tapped AlixPartners LLP
as restructuring advisor; Guggenheim Securities, LLC as investment
banker; and Epiq Bankruptcy Solutions as claims agent.
PNW HEALTHCARE: Committee Hires Troutman Pepper as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of PNW Healthcare
Holdings, LLC, and its debtor-affiliates, seeks authorization from
the U.S. Bankruptcy Court for the Western District of Washington to
retain Troutman Pepper Hamilton Sanders LLP, as counsel to the
Committee.
The Committee requires Troutman Pepper to:
a. advise the Committee with respect to its rights, duties and
powers in this Bankruptcy Case;
b. assist and advise the Committee in its consultations with
the Debtors relating to the administration of this
Bankruptcy Case;
c. assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and
in negotiating with the holders of claims and, if
appropriate, equity interests;
d. assist the Committee's investigation of the acts, conduct,
assets, liabilities and financial condition of the Debtors
and other parties involved with the Debtors, and of the
operation of the Debtors' businesses;
e. assist the Committee in analyzing intercompany transactions
and issues relating to the Debtors' non-debtor affiliates;
f. assist the Committee in its analysis of, and negotiations
with the Debtors or any other third party concerning
matters related to, among other things, the assumption or
rejection of certain leases of non-residential real
property and executory contracts, asset dispositions,
financing of other transactions and the terms of a plan of
reorganization for the Debtors;
g. assist and advise the Committee as to its communications,
if any, to the general creditor body regarding significant
matters in this Bankruptcy Case;
h. represent the Committee at all hearings and other
proceedings;
i. review, analyze, and advise the Committee with respect to
all applications, orders, statements of operations and
schedules filed with the Court;
j. assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the
Committee's interests and objectives; and
k. perform such other services as may be required and are
deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set
for the in the Bankruptcy Code.
Troutman Pepper will be paid at these hourly rates:
Partners $615 to $1,125
Of Counsel $635 to $935
Associates $395 to $695
Paraprofessionals $110 to $340
Troutman Pepper will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Francis J. Lawall, a partner of Troutman Pepper, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) is not creditors,
equity security holders or insiders of the Debtors; (b) has not
been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
Troutman Pepper can be reached at:
Francis J. Lawall, Esq.
TROUTMAN PEPPER HAMILTON SANDERS LLP
3000 Two Logan Square
Philadelphia, PA 19103-2799
Tel: (215) 981-4000
About PNW Healthcare Holdings
PNW Healthcare Holdings, LLC and other subsidiaries of Aldercrest
Health & Rehabilitation Center --
http://www.aldercrestskillednursing.com/-- are providers of
long-term skilled nursing care and short-term rehabilitation
solutions. On Nov. 22, 2019, the Debtors filed Chapter 11 petitions
(Bankr. W.D. Wa. Lead Case No. 19-43754) in Seattle, Wash.
At the time of the filing, PNW Healthcare had estimated assets of
less than $50,000 and liabilities of between $1 million and $10
million.
Judge Christopher M. Alston oversees the cases.
The Debtors tapped Foley & Lardner LLP as lead bankruptcy counsel;
D. Bugbee & Scalia, PLLC as co-counsel with Foley; Getzler Henrich
& Associates LLC as financial advisor; and Omni Agent Solutions as
notice, claims and balloting agent, and as administrative advisor.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Dec. 12, 2019. The committee tapped Pepper Hamilton
LLP as bankruptcy counsel; Bush Kornfeld LLP as local counsel; and
FTI Consulting, Inc. as financial advisor.
POET TECHNOLOGIES: Signs Deal for a 400G Data Center Application
----------------------------------------------------------------
POET Technologies Inc. has signed a development and supply
agreement with a leading European optical systems company with
global operations for a 400G data center application.
The contract includes a nominal amount of Non-Recurring Engineering
(NRE) funding to design optical engines based on the POET Optical
Interposer for a 400G application, along with a Purchase Order for
initial production units. The design and development stage is
expected to extend through March 2021, with production planned for
June 2021, consistent with the Company's recently updated roadmap
presented at its shareholder meeting held on Aug. 26, 2020. The
customer is a leading provider of optical networking systems for
data center and enterprise applications. However, due to
confidentiality, the name of the customer and the specifics of the
end application cannot be disclosed.
Also highlighted at the recent shareholder meeting by Dr. Suresh
Venkatesan, POET's chief executive officer, unprecedented levels of
demand are driving massive investments in global internet
infrastructure. 400G represents the next generation of optical
interconnect solutions for data communications, now in the initial
stages of adoption by cloud data center operators. Such demand
translates directly to fiber and related optical devices, including
for optical engines based on the POET Optical Interposer, a
platform that integrates diverse components into a single
chip-scale device at lower cost and higher performance.
"The agreement is further evidence of the expanding customer
interest in POET's optical engines and the pace at which our
product development is progressing," said Vivek Rajgarhia, POET's
president & general manager. "Over the next several months, we
expect demand from additional customers will increase further as we
continue to demonstrate the full capabilities of the Optical
Interposer. Our platform utilizes a novel approach to integrating
key electronic, photonic and optical components into a full
transmit and receive optical engine, broadly applicable to data
center and telecommunications products. We look forward to
reporting our progress on a regular basis and announcing additional
customer engagements and partnerships as we are able."
About POET Technologies
POET Technologies -- http://www.poet-technologies.com/-- is a
design and development company offering integration solutions based
on the POET Optical Interposer, a novel platform that allows the
seamless integration of electronic and photonic devices into a
single multi-chip module using advanced wafer-level semiconductor
manufacturing techniques and packaging methods. POET's Optical
Interposer eliminates costly components and labor-intensive
assembly, alignment, burn-in and testing methods employed in
conventional photonics. The cost-efficient integration scheme and
scalability of the POET Optical Interposer brings value to any
device or system that integrates electronics and photonics,
including some of the highest growth areas of computing, such as
Artificial Intelligence (AI), the Internet of Things (IoT),
autonomous vehicles and high-speed networking for cloud service
providers and data centers. POET is headquartered in Toronto, with
operations Allentown, PA and Singapore.
POET Technologies reported a net loss of US$5.95 million for the
year ended Dec. 31, 2019, compared to a net loss of US$16.32
million for the year ended Dec. 31, 2018. As of March 31, 2020,
the Company had US$21.21 million in total assets, US$4.36 million
in total liabilities, and US$16.85 million in shareholders' equity.
POTENTIAL DYNAMIX: Amazon Request to Depose Cone, Ashworth OK'd
---------------------------------------------------------------
In the case captioned TIMOTHY H. SHAFFER, Chapter 11 Trustee,
Plaintiff, v. AMAZON SERVICES LLC, Defendant, Adversary No.
2:13-ap-00799 (Bankr. D. Ariz.), Bankruptcy Judge Daniel P. Collins
addressed the issue of the permissible scope of depositions to be
taken by Defendant Amazon Services LLC. The Defendant wished to
depose Jeff Cone and Stephen Ashworth. The Plaintiff did not
contest the Defendant's ability to depose Cone or Ashworth but
wished to have the scope of their depositions limited.
Upon analysis, Judge Collins directed that Cone and Ashworth be
available for deposition. The Defendant's counsel is ordered not to
ask questions directly related to Cone or Ashworth's opinions about
Morones' expert report. Judge Collins also ordered the Plaintiff's
counsel to refrain from directing Cone or Ashworth to refuse to
answer any questions posed by the Defendant's counsel.
On August 10, 2020, the Court held a hearing on a discovery dispute
in this matter. Both the Plaintiff and the Defendant referenced
several cases at that hearing and subsequently filed supplemental
briefs. At the hearing and in the Plaintiff's Memorandum, the
Plaintiff conceded that the Defendant is permitted to depose Cone
and Ashworth. Cone worked closely with Serena Morones in the
preparation of her expert report for the Plaintiff. It appeared
Cone may have penned a significant portion of Morones' expert
report. Ashworth provided a considerable body of information to
Morones, including two reports he had earlier prepared for the
Plaintiff. Ashworth is a consulting expert for the Plaintiff but
neither Ashworth nor Cone are opining experts for the purposes of
this Adversary Proceeding.
The issue is whether Cone and Ashworth may be examined by the
Defendant regarding their opinions concerning the opinions of
Plaintiff's testifying expert Morones and whether Cone's or
Ashworth's opinions support or undermine Morones' expert opinions.
The Plaintiff argued that such questioning is impermissible under
Federal Rule of Civil Procedure 26(b)(4)(D) and the questioning of
Cone and Ashworth must be limited to their involvement in assisting
in the preparation of Morones' expert report. The Plaintiff
expressly disputed the Defendant's ability to question Cone or
Ashworth concerning their own opinions about matters at issue in
the case.
The Defendant argued that questioning Cone and Ashworth about their
opinions of Morones' expert report is permitted because they have
adequately demonstrated exceptional circumstances exist in this
case. The Defendant focused on the Court's Oct. 25, 2019 Under
Advisement Order Regarding Discovery Disputes, several cases and
the fact that Cone and Ashworth substantially participated and
collaborated with Plaintiff's expert in the preparation of her
expert report.
According to Judge Collins, even when courts have found that the
party seeking to depose a non-testifying expert met their burden to
demonstrate the existence of exceptional circumstances, such a
deposition cannot be open-ended.
Judge Collins also said that none of the cases cited by the
Defendant in the first five pages of its Supplemental Authority
support their argument that questioning Cone or Ashworth on their
opinions is permissible. The case, Pinal Creek Grp. v. Newmont Min.
Corp., 2006 WL 1817000, is a case regarding the work product
doctrine and only ordered the deposition of non-testifying experts.
Pinal Creek Group provides the solution which the Court will
endorse. That is, deposing Cone and Ashworth on their involvement
in assisting Morones in preparing her expert report and on any
communications between Cone or Ashworth and Morones. The
information gleaned from Cone and Ashworth will then presumably be
used by Defendant to cross-examine Morones.
Judge Collins stated that the Court will not specifically enumerate
or outline the types of questions the Defendant is permitted to ask
Cone or Ashworth at their depositions. Nor will the Court permit
the Plaintiff to instruct Cone or Ashworth to refuse to answer
questions the Plaintiff believes are outside the scope of this
Order. Instead, the Court agreed with the approach discussed in
Interface Group -- Nevada, Inc. v. Men's Apparel Guild in Cal.,
Inc. To the extent that questioning concerns Cone's drafting of the
expert report, the Defendant is permitted to ask about the basis
underlying his written product. However, the Defendant may not ask
either Cone or Ashworth whether they have opinions which differ
from Morones' expert report opinions nor may the Defendant ask if
Cone or Ashworth have additional opinions or whether they agree or
disagree with the opinions expressed in Plaintiff's expert report.
Similar to the court in Interface Group, the Court recognized that
there is a "fine line" as to proper questions. The Plaintiff's
counsel is reminded that nothing in the order precludes making a
proper record through appropriate objections to questions it deems
outside the permissible scope of examination.
A copy of the Court's Order dated August 12, 2020 is available at
https://bit.ly/356HXS5 from Leagle.com.
About Potential Dynamix
Potential Dynamix LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 11-28944) on Oct. 13,
2011. In the petition signed by Daniel Bellino, its managing
member, the Debtor estimated assets and liabilities of $1,000,001
to $10,000,000. Judge Daniel P. Collins presides over the case.
James F. Kahn, P.C., was the Debtor's legal counsel.
On Jan. 27, 2012, Timothy H. Shaffer was appointed as Chapter 11
trustee. The trustee hired Schian Walker P.L.C. as bankruptcy
counsel.
An official committee of unsecured creditors was appointed in the
Debtor's case. Allen Barnes & Jones, PLC represents the committee
as legal counsel.
PRO TECH MACHINING: Unsecured Creditors to Recover 20% Over 5 Years
-------------------------------------------------------------------
Pro Tech Machining, Inc., filed an Amended Disclosure Statement to
accompany its Amended Plan dated July 30, 2020.
Class 6 General Unsecured Creditors will receive approximately 20%
of their allowed claims pursuant to the Plan. Class 6 will
receive an aggregate amount of $2,100 via quarterly payment for 60
months. Class 6 is impaired by the Plan.
Class 7 Equity Security Holders will not change as result of the
Plan and Edward C. Nelson will continue to own 100% of the Debtor.
Class 7 is not impaired by the Plan.
All Plan payments will be made from the ongoing revenue of the
Debtor's business from normal business operations.
The Plan calls for ongoing payments to creditors in the amount of
$5,725 per month. The June 2020 operating report begins to show
the change in revenue and expenses and the Debtor showed a profit
of $5,780 which would have been sufficient to fund the Plan
payment. The Debtor anticipates that profit will be closer to
$7,708 based on the budget which clearly is sufficient to fund the
proposed Plan.
A full-text copy of the Amended Disclosure Statement dated July 30,
2020, is available at https://tinyurl.com/y2fj52ra from
PacerMonitor.com at no charge.
The Debtor is represented by:
Steidl and Steinberg, P.C.
Suite 2830 – Gulf Tower
707 Grant Street
Pittsburgh, PA 15219
Christopher M. Frye, Esquire
About Pro Tech Machining
Pro Tech Machining, Inc., is an S-Corporation that does business as
a machining shop. The Debtor sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-10690) on July 10,
2019. The petition was signed by Edward C. Nelson, president. At
the time of the filing, the Debtor was estimated to have assets of
less than $50,000 and liabilities of less than $1 million. The
Debtor tapped Steidl & Steinberg as its legal counsel, and McGill
Power Bell & Associates, LLP, as its accountant.
QUICKEN LOANS: Moody's Rates Senior Unsecured Debt 'Ba1'
--------------------------------------------------------
Moody's Investors Service affirmed Quicken Loans, LLC's Ba1 senior
unsecured debt and corporate family ratings. In addition, Moody's
assigned Ba1 unsecured debt ratings to the company's recently
announced new senior unsecured bond issuance. The rating outlook is
stable.
Assignments:
Issuer: Quicken Loans, LLC
Senior Unsecured Regular Bond/Debenture, Assigned Ba1
Affirmations:
Issuer: Quicken Loans, LLC
LT Corporate Family Rating, Affirmed Ba1
Senior Unsecured Regular Bond/Debenture, Affirmed Ba1
Outlook Actions:
Issuer: Quicken Loans, LLC
Outlook, Remains Stable
RATINGS RATIONALE
The Ba1 ratings reflect Quicken Loans' strong franchise in the US
mortgage market. For the first six months of 2020, Quicken Loans
was the largest overall US mortgage originator with around an 8%
market share up from just under 7% in 2019 and around 5% from 2014
through 2018. In addition, the company was also the largest retail
originator. With interest rates declining, mortgage originations,
particularly refinance originations, have surged resulting in
constrained industry capacity. As a result, gain-on-sale margins
have increased materially. With origination volumes and
gain-on-sale margins increasing materially, Quicken Loan's
profitability was exceptionally strong in the first half of 2020
with the company reporting $3.2 billion in net income or just under
30% of assets during the first six months of the year versus $750
million or 5.0% of assets for all of 2019. Moody's expects
profitability to remain very strong over the next year as the
refinance boom continues. Longer term, Moody's expects the company
to continue to generate strong profitability with net income to
assets of 5% or higher.
The stable outlook reflects Moody's expectation that Quicken will
maintain its strong franchise and solid financial performance over
the next 12-18 months.
Historically, the company's capitalization has been strong with
tangible common equity (TCE) to tangible managed assets (TMA) above
20%. In 2019, as interest rates declined, while origination volumes
increased, profitability was constrained due to fair value
write-downs of the company's mortgage servicer rights assets. As a
result, the company's capitalization fell with TCE to TMA of 16.4%
as of year-end 2019, with balance sheet growth outpacing
profitability. With the strong profitability, capitalization
improved increasing to 18.1% as of June 30. However, subsequent to
Q2 the company made a capital distribution to its parent Rock
Holdings Inc. which more than offset the increase in
capitalization, a credit negative. Nevertheless, given the
company's exceptionally strong profitability, Moody's expects
capitalization to improve.
Similar to most non-depository mortgage banking companies, Quicken
Loans has modest financial flexibility and elevated refinancing
risk owing to its reliance on short-term secured repurchase
facilities to fund its mortgage originations. As a result, almost
all of its mortgage loans are encumbered by the repurchase
facilities, limiting its financial flexibility. However, the firm's
liquidity is aided by a number of factors, including that virtually
all originations are government and agency loans, the vast majority
of its mortgage servicing right assets are not encumbered, the more
than 5-year current average remaining tenor of its unsecured
corporate debt. Moreover, the company recently closed a $950
million three-year, syndicated, unsecured revolving credit
facility, and half of its warehouse/repurchase facilities have
tenors of more than a year. Additionally, the company's strong
profitability provides for significant cash flow generation
On September 9, the company also announced it is planning a new
$1.25 billion senior unsecured bond issuance to refinance the $1.25
billion in bonds maturing in 2025.
In August, Rocket Companies, Inc., the parent of Quicken Loans,
completed its initial public equity offering (IPO) that raised
almost $2 billion for the selling stockholders. Moody's considers
Rocket's IPO as credit positive for Quicken Loans, because of the
additional disclosure and market discipline associated with being a
public company. The IPO's benefits will be somewhat offset by the
pressure on management from the quarterly earnings and market share
growth expectations of public investors In addition, Dan Gilbert,
the company's founder and chairman, will continue to control the
company as the company's principal stockholder, holding
approximately 79% of all voting rights. Finally, only three of the
seven board members will be required to be independent directors.
The company has recently communicated a long-term market share
target of 25%, a substantial increase from its current 8%. While
the company has a solid track record of managing rapid growth over
the last ten years, fast growth is a credit negative due to the
potential for increased operational risks which may lead to stress
on liquidity, controls, management and system resources. In
addition, sacrificing profitability to continue rapid growth or to
defend market share could further increase credit risks. The
company's ambitious market share target could also lead to an
increase in its very modest share of non-GSE and non-government
loan origination volumes, or could cause the firm to transition
away from its mortgage banking focus of selling all new
originations within a couple of weeks after loan closing. Were this
to occur without a commensurate increase in alternative liquidity
sources and capital to address the risker liquidity and asset
quality profile that such an increase would entail, it would be a
material credit negative.
Over the next several quarters, Moody's expects that Quicken Loans
will likely face an increase in its servicer advance obligations
because of the establishment of borrower-forbearance arrangements
and rising delinquencies. Nonetheless, Moody's believes the company
will be able to meet its servicer advance obligations, due to its
strong profitability and its solid liquidity. In addition, industry
forbearance levels have moderated to just over 7.0% down from a
peak in June of 8.6% versus some initial industry forecasts as high
a 20% or more.
Besides strengthening capitalization, a stronger purchase market
franchise as demonstrated by improved profitability from such
originations is the most critical prerequisite to sustained
improvement in Quicken's credit strength. Quicken's franchise
strength in refinance residential mortgages compares favorably to
investment-grade finance companies, but the firm's franchise in the
purchase residential mortgage market is weaker and as a result much
less profitable.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The company's ratings could be upgraded if the company is able to
strengthen its purchase market franchise as demonstrated by
improved profitability from such originations as well as clearly
elaborate its financial policies and key metrics while achieving a)
strong profitability such as net income to assets (excluding MSR
fair value marks) in excess of 5.0% b) a strong capital position
with its ratio of tangible common equity (TCE) to tangible managed
assets (TMA) remaining above 20%, c) modest financial flexibility
with its secured debt to gross tangible assets ratio of less than
50%, and d) modest refinance risk on its warehouse facilitates with
at least 40% of its warehouse lines being two year or longer
facilities.
The company's ratings could be downgraded if its financial profile
or franchise position weaken. In addition, an aggressive reach for
market share would be viewed negatively. Negative ratings pressure
may develop if Quicken Loans' 1) origination market share falls
below 6.0%, 2) profitability weakens whereby net income to assets
is expected to remain below 3.5% for an extended period of time, 3)
TCE to TMA ratio declines to less than 17.5% or 4) percentage of
non-GSE and non-government loan origination volumes grow to more
than 7.5% of its total originations without a commensurate increase
in alternative liquidity sources and capital to address the risker
liquidity and asset quality profile that such an increase would
entail.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
RADIATE HOLDCO: Moody's Affirms B2 CFR Amid $3.4BB Recapitalization
-------------------------------------------------------------------
Moody's Investors Service affirmed Radiate Holdco, LLC's B2
Corporate Family Rating (CFR) and B2-PD Probability of Default
(PDR) following the Company's planned $3.4 billion dividend
recapitalization. Moody's also assigned a a B1 rating to the Senior
Secured Bank Credit Facility including the amended and extended
$1.19 billion 6-year, Term Loan B (due 2026) and amended, extended,
and upsized 5-year, $415 million Revolving Credit Facility (RCF,
due 2025). Moody's affirmed the B1 rating on the existing Term Loan
B (due 2024) and existing Revolving Credit Facility (due 2022),
which are expected to be fully repaid/retired at transaction close
and ratings withdrawn at that time. Moody's also assigned a B1
rating to new 8-year, $2.25 billion Senior Secured Notes (due 2028)
and a Caa1 rating to new 8-year, $1 billion Senior Unsecured Notes
(due 2028). Moody's also affirms the Caa1 rating on the $700
million existing Senior Unsecured Notes, which are expected to be
fully repaid at transaction close and withdrawn at that time. The
outlook is stable.
Radiate (D/B/A Astound Broadband) intends to refinance its capital
structure. The Company intends to raise $3.4 billion in debt to
fully repay outstanding borrowings under its RCF (of about $175
million), partially prepay the existing Term Loan B (of
approximately $2.065 billion) and fully repay $700 million in
existing senior unsecured notes. Incremental debt proceeds, net of
debt repayment, of approximately $500 million will be used
principally to pay a sponsor dividend, plus transaction fees and
expenses. Pro forma for the Transaction, Moody's projects total
consolidated leverage will be approximately 6.6x at close (Moody's
adjusted, pro forma for pending acquisitions). The transaction is
expected to close by September 21, 2020 (the "Close").
Assignments:
Issuer: Radiate HoldCo, LLC
Senior Secured Bank Credit Facility, Assigned B1 (LGD3)
Senior Secured Regular Bond/Debenture, Assigned B1 (LGD3)
Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD6)
Affirmations:
Issuer: Radiate HoldCo, LLC
Probability of Default Rating, Affirmed B2-PD
Corporate Family Rating, Affirmed B2
Senior Secured Bank Credit Facility, Affirmed B1 (LGD3)
Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD6)
Outlook Actions:
Issuer: Radiate HoldCo, LLC
Outlook, Remains Stable
RATINGS RATIONALE
Radiate HoldCo, LLC's (Radiate or the Company) Corporate Family
Rating (CFR) reflects the company's small scale, weak free cash
flow, and private equity ownership which poses event risk and
tolerates aggressive financial policies including high leverage.
The company's video and voice business are also under increasing
pressure, as it competes in highly competitive markets. The Company
has been losing video and voice subscribers at an accelerating rate
as customers migrate to lower-cost video streaming services and
substitute wireline voice with wireless mobile services. Also
constraining the rating is the company's weak market share
evidenced by below average performance metrics including EBITDA to
homes passed and Triple Play Equivalent (TPE; defined as a simple
average of the company's three main product penetration rates).
Supporting the rating is organic growth in its residential
broadband (or HSD) product and business services segment, driven by
higher demand for bandwidth and speed as subscribers consume more
data. The Company's ability to protect and grow its market position
is supported by significant investments in its fiber-rich network,
with industry leading speeds. The rating is also supported by a
predictable business model that produces stable revenues, pricing
power, and strong EBITDA growth and margins.
Radiate has good liquidity supported by positive internal cash
flows, an undrawn revolver, springing covenants with solid expected
headroom, and a favorable maturity profile with no near-term
maturities until 2025.
Radiate's financial policies reflect moderate governance risks. The
company has a less than conservative financial policy. Private
equity ownership tolerates high leverage and shareholder
distributions. At close, Moody's estimates the leverage ratio will
be 6.6x. The ratio will fall to near 5.7x within 2 years, by the
end of 2022.
The rapid and widening spread of coronavirus, deteriorating global
economic outlook, falling oil prices, and asset price declines are
creating a severe and extensive shock that is unprecedented in many
sectors, regions, and markets. The combined credit effects of these
developments are unprecedented. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety.
However, Moody's believes the cable sector has less exposure than
many others. Moody's believes subscriber losses in voice and video
have temporarily moderated, and there has been much greater demand
in residential broadband. Video viewership and engagement is rising
sharply, with subscribers spending extraordinary time watching TV
for news, and there has been a significant rise in viewership for
entertainment programming, with a complete shut-down of US cinemas.
Usage has become more evenly distributed with a sharp rise in
online commerce and the shift to remote work and distance
learning.
Any negative implications — disruptions to direct selling,
on-premise installations and service, small and medium sized
businesses, advertising, certain programming (sports and new
production / content), and operations (component supply chains,
construction / network upgrades) - will likely be only a temporary
and partial offset. Moody's expects higher bad debt expense and the
loss of advertising revenue will be the most significant most
negative implications, but largely offset by savings in operating
expenses with operators benefiting from lower sales, marketing, and
service costs.
In conjunction with the refinancing, the company will amend its
existing Credit Agreement. Material changes will include features
that will allow for the portability of the credit facility, in line
with the features of the new senior secured and senior unsecured
notes. These features will allow a buyer to assume the existing
capital structure and claim priorities, if there is a change in
control by a new creditor as permitted by the credit agreement and
indenture and assuming the ratings on the instruments are not lower
than the current ratings.
The capital structure is largely secured (about 77% secured). The
credit facilities are secured by substantially all property and
assets of the borrower and guarantors including a first priority
pledge of all equity interests of the borrower and the direct
subsidiaries of each guarantor, limited, in the case of the voting
stock of any first tier foreign subsidiary holding company, to a
pledge of 65% of the voting capital of such foreign subsidiary and
all communication licenses, to the extent permitted. The bank
facility is guaranteed by the direct parent company of the borrower
and each of the borrower's present and future, direct and indirect
wholly owned material domestic restricted subsidiaries, subject to
certain exceptions.
The instrument ratings reflect the probability of default of the
company, as reflected in the B2-PD Probability of Default Rating,
an average expected family recovery rate of 50% at default given
the mix of secured and unsecured debt in the capital structure, and
the particular instruments' ranking in the capital structure.
Moody's rates the bank facilities B1 (LGD3), one notch above the
CFR with a priority claim on the assets of the operating company.
The unsecured notes are rated Caa1 (LGD6), 2 notches below the CFR
given subordination in the capital structure that is dominated by
secured bank lenders.
Outlook
Its outlook reflects revenue growth in the low single-digit percent
over the next 12-18 months, to approximately $1.5-$1.6 billion,
generating up $800 million in EBITDA on margins in the mid 40%
range. Moody's expects leverage to be high, 6.6x at close, falling
by about .9x over the next 12-18 months to near 5.7x. Moody's
projects free cash flow to debt of no more than 1-3%. Moody's
projects its calculation of market penetration (the
Triple-Play-Equivalent) will fall to near 17% and EBITDA to Homes
Passed to be up to $240. Moody's expects mid-single-digit percent
broadband subscriber growth and video and voice subscriber losses
of 10%-15%. Its outlook reflects certain key assumptions including
CAPEX to revenues to average at least mid-20% and average borrowing
costs of approximately 5%. Moody's expects liquidity to remain
good. All figures are Moody's adjusted unless otherwise noted.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider a positive rating action if:
-- Total gross debt/EBITDA (Moody's adjusted) is sustained below
5.0x; and
-- Free cash flow to total gross debt (Moody's adjusted) is
sustained above 5.0%
A positive rating action would also be considered if cash flows
were positive and rising, market penetration and loss rates in
video and voice lose rates stabilized or improved substantially, or
were materially offset by growth in broadband or other services.
Moody's could consider a negative rating action if:
-- Total gross debt/EBITDA (Moody's adjusted) rises above 6.25x,
or
-- Free cash flow to total gross debt (Moody's adjusted) turns
negative, or
-- Liquidity deteriorates
Radiate, based in Princeton, New Jersey, is the parent of RCN
Telecom Services, LLC, Grande Communications Networks LLC, and Wave
Broadband. The Company provides video, high-speed internet and
voice services to residential and commercial customers in 16
markets located on the West coast, the Northeast coast and Chicago
and in Texas. As of the period ended June 30, 2020, the Company
served approximately 375 thousand video, 948 thousand HSD, and 271
thousand voice subscribers. Revenue for the last twelve months
ended June 30, 2020 was over $1.4 billion. Radiate is owned by TPG
Capital, the majority shareholder (with approximately 85% share),
as well as Capital G (through Google Capital, a wholly-owned
subsidiary of Alphabet Inc. (Aa2 stable), and Patriot Media
Consulting, Radiate's executive management company.
The principal methodology used in these ratings was Pay TV
published in December 2018.
RAINBOW LAND: Court Conditionally Approves Disclosures Statement
----------------------------------------------------------------
The Court ordered Disclosure Statement of Rainbow Land & Cattle
Company, LLC, a Nevada limited liability company is conditionally
approved.
A hearing on final approval of the Debtor's Disclosure Statement
and confirmation of the Debtor's Plan of Reorganization will be
held on September 15, 2020 at 2:00 p.m..
All objections to the Debtor's Plan of Reorganization, or to the
adequacy of the Disclosure Statement, must be filed and served on
or before September 1, 2020.
All ballots for the acceptance or rejection of the Debtor's Plan of
Reorganization must be received on or before September 8, 2020.
The Debtor must file a ballot summary pursuant to Local Rule 3018
on or before September 8, 2020.
Counsel for the Debtor:
HOLLY E. ESTES, ESQ.
Estes Law, P.C.
605 Forest Street
Reno, Nevada 89509
Telephone (775) 321-1333
Facsimile (775) 321-1314
Email: hestes@esteslawpc.com
About Rainbow Land & Cattle Company
Rainbow Land & Cattle Company, LLC, a privately held company
engaged in activities related to real estate, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
19-50627) on May 30, 2019. At the time of the filing, the Debtor
disclosed assets of between $1 million and $10 million and
liabilities of the same range. The case has been assigned to Judge
Bruce T. Beesley. The Debtor is represented by Holly E. Estes,
Esq., at Estes Law, P.C.
RICH INDUSTRIES: Seeks to Hire Gregory K. Stern as Counsel
----------------------------------------------------------
Rich Industries, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to hire Gregory K. Stern,
P.C. as its legal counsel.
The services to be rendered by the firm include:
(a) reviewing assets, liabilities and other relevant
documents;
(b) preparing Debtor's bankruptcy schedules, statement of
financial affairs and other documents;
(c) advising Debtor of its powers and duties;
(d) preparing legal papers;
(f) negotiating with creditors and other parties, and
attending court hearings and meetings; and
(g) reviewing proofs of claim and soliciting creditors'
acceptances of Debtor's Chapter 11 plan.
The hourly rates for the firm's attorneys are as follows: $500 for
Gregory Stern, Esq., and Dennis Quaid, Esq., $475 for Monica
O'Brien, Esq., and $350 for Rachel Sandler, Esq.
The firm received a pre-bankruptcy minimum fee in the amount of
$5,000.
The firm's attorneys do not represent interests adverse to Debtor
and its estate in the matters upon which they are to be employed,
according to court filings.
The attorneys hold office at:
Gregory K. Stern, Esq.
Dennis E. Quaid, Esq.
Monica C. O'Brien, Esq.
Rachel S. Sandler, Esq.
Gregory K. Stern, P.C.
53 West Jackson Boulevard, Suite 1442
Chicago, IL 60604
Telephone: (312) 427-1558
Facsimile: (312) 427-1289
Email: greg@gregstern.com
About Rich Industries Inc.
Rich Industries, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-16032) on Aug. 23,
2020. At the time of the filing, Debtor had estimated assets of
less than $50,000 and liabilities of between $100,000 and $500,000.
Gregory K. Stern, P.C. is Debtor's legal counsel.
Ken Novak has been appointed Subchapter V trustee in Debtor's case.
RISING PHOENIX: Seeks to Hire Cohen & Cohen as Bankruptcy Counsel
-----------------------------------------------------------------
Rising Phoenix Investments, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to employ Cohen &
Cohen, P.C. as its bankruptcy counsel.
The firm's services will include:
a. advising Debtor with respect to its powers and duties;
b. advising Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
c. preparing motions, pleadings and other legal documents;
d. representing Debtor in negotiating with its creditors to
prepare a plan of reorganization or another exit plan; and
e. protect Debtor's interests in all matters pending before
the court.
The hourly rates for the attorneys and paralegals expected to
handle Debtor's Chapter 11 case are as follows:
Roberston Cohen $350
Associates $195 - $275
Paralegal $100
Cohen & Cohen received $15,000, of which $6,172 was used to pay the
firm's pre-bankruptcy fees and expenses. The remaining amount of
$8,828 is held in trust and is an advance payment retainer to
secure payment of the firm's post-petition fees and expenses.
Cohen & Cohen is a "disinterested person" within the meaning of
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robertson B. Cohen, Esq.
Cohen & Cohen, P.C.
S. Bellaire St., Ste 205
Denver, CO 80222
Telephone: (303) 933-4529
Facsimile: (866) 230-8268
Email: rcohen@cohenlawyers.com
About Rising Phoenix Investments
Rising Phoenix Investments, LLC is a Wheat Ridge, Co.-based company
that conducts business under the names DS Liquors and Hi Up
Liquors.
Rising Phoenix Investments sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Colo. Case No. 20-15711B) on Aug.
27, 2020. At the time of the filing, Debtor had estimated assets
of between $100,000 and $500,000 and liabilities of between
$500,000 and $1 million.
Judge Elizabeth E. Brown oversees the case. Cohen & Cohen, P.C. is
Debtor's legal counsel.
ROCK CREEK: Sept. 17 Hearing On Disclosure Statement
----------------------------------------------------
Judge Lori S. Simpson has ordered that the hearing to consider the
approval of the Disclosure Statement of Rock Creek Baptist Church
of the District of Columbia will be held in Virtual Courtroom (for
hearing access information see www.mdb.uscourts.gov/hearings or
call 410−962−2688), on September 17, 2020 at 10:00 a.m. via
ZOOM Video Conference.
September 1, 2020, is fixed as the last day for filing and serving
written objections to the Disclosure Statement.
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.
ROSEHILL RESOURCES: Emerges From Chapter 11 Bankruptcy
------------------------------------------------------
Rosehill Resources Inc. ("RRI") and Rosehill Operating Company, LLC
("Rosehill Operating") announced that, on September 4, 2020 (the
"Effective Date"), they emerged from chapter 11 bankruptcy pursuant
to their prepackaged chapter 11 plan. The Plan implements the
previously announced Restructuring Support Agreement between
certain of the Company’s consenting creditors and preferred
equity holders.
Pursuant to the Plan, all general unsecured creditors, including
the Company's trade creditors and vendors, will be paid in full by
Rosehill Operating in the ordinary course of business. All of
Rosehill's prepetition equity interests have been cancelled as of
the Effective Date, and as of the Effective Date, Rosehill
Operating's equity is majority owned by funds managed by EIG Global
Energy Partners.
Court filings and information about the Chapter 11 Cases can be
found at a website maintained by Rosehill's claims agent, Epiq
Corporate Restructuring, LLC, at https://dm.epiq11.com/rosehill, or
by calling 1-866-897-6433 (Domestic) or 1-646-282-2500
(International).
Advisors to Rosehill and EIG
Gibson, Dunn & Crutcher LLP and Haynes and Boone, LLP are acting as
legal counsel, and Jefferies LLC and Opportune LLP are acting as
financial advisors, to Rosehill in connection with the Chapter 11
Cases. Kirkland & Ellis LLP is acting as legal counsel, and
Rothschild & Co. and Intrepid Partners, LLC are acting as financial
advisors, to EIG.
About EIG Global Energy Partners
EIG Global Energy Partners is a leading institutional investor to
the global energy and infrastructure sectors with $22.9 billion
under management as of June 30, 2020. EIG specializes in private
investments in energy and related infrastructure on a global basis.
During its 38-year history, EIG has committed over $34.2 billion to
the energy and infrastructure sectors through 363 projects or
companies in 36 countries on six continents. EIG’s clients
include many of the leading pension plans, insurance companies,
endowments, foundations and sovereign wealth funds in the U.S.,
Asia and Europe. EIG is headquartered in Washington, D.C. with
offices in Houston, London, Sydney, Rio de Janeiro, Hong Kong and
Seoul. For additional information, please visit EIG’s website at
www.eigpartners.com.
About Rosehill Resources
Rosehill Resources Inc., is an independent oil and natural gas
company, focuses on the acquisition, exploration, development, and
production of unconventional oil and associated liquids-rich
natural gas reserves in the Permian Basin. The company was founded
in 2015 and is headquartered in Houston, Texas. Rosehill Resources
Inc. is a subsidiary of Tema Oil & Gas Company.
Rosehill Resources Inc. and its affiliate Rosehill Operating
Company, LLC, sought Chapter 11 protection (Bankr. S.D. Tex. Lead
Case No. 20-33695 and 20-33696) on July 26, 2020.
As of Dec. 31, 2019, the Debtors disclosed $872,512,000 in assets
and $496,370,000 in liabilities.
The Hon. David R. Jones is the case judge.
The Debtors tapped tapped GIBSON, DUNN & CRUTCHER LLP as bankruptcy
counsel; HAYNES AND BOONE, LLP, as co-bankruptcy counsel; OPPORTUNE
LLP as financial advisor; and JEFFERIES LLC as investment banker.
EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent.
RWDY INC: Martin Suit Shelved Pending Bankr. Proceeding
-------------------------------------------------------
Magistrate Judge Carmen E. Garza stayed the action captioned GARY
MARTIN, Plaintiff, v. TAP ROCK RESOURCES, LLC., et al., Defendants,
CV No. 20-170 WJ/CG (D.N.M.) pending the resolution of third-party
Defendant RWDY, Inc.'s chapter 11 bankruptcy proceeding.
Defendant Tap Rock Resources, LLC filed the Suggestion of
Bankruptcy for Third-Party Defendant RWDY, Inc. on August 7, 2020.
Judge Garza directed the parties to file a Joint Status Report no
later than Jan 5, 2021, advising the Court of the status of the
bankruptcy proceeding.
On May 5, 2020, Chief District Judge William P. Johnson denied the
Defendant's FRCP 12(b)(6) Partial Motion to Dismiss Plaintiff's
Original Complaint filed March 31, 2020.
The Plaintiff brought the lawsuit against Tap Rock Resources, LLC
to recover unpaid overtime wages and other damages, as a collective
action under the Fair Labor Standards Act, 29 U.S.C. section 216(b)
and as a Rule 23 Class Action under the New Mexico Minimum Wage
Act, NMSA section 50-4-19 et seq.
Plaintiff Martin worked for Tap Rock as a Drilling Consultant from
approximately February 2018 until October 2018. Tap Rock is an oil
and gas company doing business throughout the United States and is
focused on Exploration and Production in the geological formation
known as the Delaware Basin. Plaintiff claims that Tap Rock used
day-rate contractors in New Mexico and Texas and that he and other
workers like him worked for more than 40 hours each week. Instead
of paying these workers overtime, Tap Rock misclassified them as
independent contractors and paid them a daily rate with no overtime
pay. The Plaintiff and the putative class members seek overtime
wages equal to 1 and one-half times their regular rates for each
overtime hour worked in excess of 40 hours in any one week,
including all available penalty wages.
The Plaintiff alleged that he represents "at least two classes of
similarly situated co-workers," that is, a FLSA class and a NMMWA
class. The FLSA class of similarly situated workers is alleged to
consist of "[a]ll oilfield workers employed by or performing work
on behalf of Tap Rock who were classified as independent
contractors and paid a day-rate without overtime during the past
three years" and is referred to as "the Day-Rate Workers." The
Plaintiff alleged that the New Mexico class consists of "[a]ll
oilfield workers employed by or performing work on behalf of Tap
Rock in New Mexico who were classified as independent contractors
and paid a day-rate without overtime during the past three years"
and refers to this class as "the New Mexico Class." The "Day-Rate
Workers" and the "New Mexico Class" comprise the putative class
members.
In denying the Defendant's motion, Judge Johnson found that hat the
category of "oilfield workers" is not vague and overbroad when
considered together with the other allegations in the complaint,
which provides a plausible description of the putative class. The
classes alleged in the complaint include only workers (1) who
worked in the oilfields (as opposed to in offices, stores, etc.);
(2) who were classified as independent contractors (excluding, for
example, all W-2 employees); and (3) who were paid on a day rate
basis (as opposed to on a salary basis as is required for
application of the white collar exemptions, on hourly basis, on a
piece-rate basis, etc.). A full-text copy of the May 5, 2020
decision is available at https://bit.ly/324TE9T from Leagle.com.
A copy of the Magistrate's Order dated August 13, 2020 is available
at https://bit.ly/2Zb0AjX from Leagle.com.
About RWDY Inc.
RWDY, Inc. -- http://www.rwdyinc.com/-- is an internationally
recognized provider of oil field consultants. RWDY Inc. filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. La. Case No. 20-10616) on June 23, 2020. In the
petition signed by Brian T. Owen, president, the Debtor was
estimated to have up to $50,000 in assets and $10 million to $50
million in liabilities. Robert W. Raley, Esq., represents the
Debtor.
SAFE HARBOR: Sept. 17 Deadline to File Plan and Disclosures
-----------------------------------------------------------
Judge Michael B. Kaplan has ordered that the deadline to file New
Chapter 11 Plan and Disclosure Statement of Safe Harbor
Construction Group Inc. is extended to and including Sept. 17,
2020.
Attorney for the Debtor:
Steven J. Abelson, Esq..
ABELSON & TRUESDALE
80 West Main Street
P.O. Box 7005
Freehold, New Jersey 07728
Tel: (732) 462-4773
About Safe Harbor Construction
Safe Harbor Construction Group Inc. sought Chapter 11 protection
(Bankr. D.N.J. Case No. 19-24968) on Aug. 1, 2019, in Trenton, New
Jersey. Steven J. Abelson, Esq., at ABELSON & TUESDALE, is the
Debtor's counsel.
SANAM CONYERS: Unsecureds Will be Paid in Full
----------------------------------------------
Sanam Conyers Lodging, LLC., et al, submitted a Plan and a
Disclosure Statement.
The Debtor has examined payments made within 90 days of the
Petition Date, and payments to insiders within 12 months of the
Petition Date. While there were intercompany transfers between the
related debtors, the Debtor's counsel has determined that the
maximum amount for recovery to be insignificant. Other payments to
vendors within the preference period appear to be in the ordinary
course of Debtor's business and there may be partial or complete
defenses. The cost to litigate small claims and the challenges in
recovering has also been taken into account. The net recovery from
avoidance actions is believed to be diminimis and Debtor does not
intend to pursue preference, fraudulent conveyance, or other
avoidance actions.
Class B allowed prepetition claim of Microtel Inns and Suites. This
class is impaired. This claim will be paid in accordance with the
settlement agreement described in Section II-E (5) above.
Class C Allowed Secured Claims of Dr. Kiran & Pallavi Patel 2017
Foundation For Global Understanding, Inc., is impaired. Dr. Kiran
& Pallavi Patel 2017 Foundation For Global Understanding, Inc., as
successors to NOA Bank, have a Claim in the mount of $1,552,830.28,
which claim is secured by a first priority deed to secure debt on
the Debtor’s real and personal property. This Claim will be paid
in full with interest at the rate of Wall Street Prime plus 2%,
which at the time of the filing of this Plan result in an APR of
5.25%. Monthly payments of $9,305.30 will commence on the Effective
Date and continue for sixty consecutive months, with the balance to
be paid on the 61st month.
Class D: Allowed Secured Claim of U.S. Small Business
Administration is impaired. SBA filed a claim in the amount of
$1,085,783, secured by a second priority deed to secure debt
Debtor's real and personal property, arising from a promissory Note
that matures on April 1, 2036, and which Note accrues interest at
the contractual rate of 2.300%. The SBA will be paid the full
amount of their allowed claim at the contractual rate of interest
amortized over a period of 25 years. Payment of principal and
interest in the amount of $4,762.36 will commence on the Effective
Date and be paid monthly thereafter until the maturity date, or
upon a sale of the real property securing this obligation, at which
time the balance will be come due and owing.
Class E: Allowed General Unsecured Claims Less Than $1,000.00
(Convenience Class) is impaired. All allowed claims of less than
$1,000 will be paid on the Effective Date. Claimants having claims
greater than $1,000 may elect to be classified in this Class and,
upon doing so, will be entitled to payment of $999.99 on the
Effective Date.
Class F: Allowed General Unsecured Claims More Than $1,000 are
impaired. Allowed claims of general unsecured claimants will be
paid in full. Payments will be issued pro-rata to all allowed
claims in this class at the rate of not less than $6,000 per month
("the Plan Funding Pool") with payments commencing immediately
after the payment of Class A priority tax claims. Payments will be
issued pro-rata to claimants in this class. The Reorganized Debtor
may pre-pay any or all of the Class F claims, subject to
availability of funds.
Class G: Equity Interests are impaired. Equity Security Interests
will retain their equity interests, but will be prohibited from
receiving any distributions until all senior classes of unsecured
claims have been paid in full.
The Plan will be funded initially from cash accrued during the
pendency of the case and on an ongoing basis from income realized
from the operation of the Debtor's Hotel.
A full-text copy of the Disclosure Statement dated July 27, 2020,
is available at https://tinyurl.com/y4zg2x26 from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Danowitz Legal, PC
300 Galleria Parkway, Suite 960
Atlanta, GA 30339
Tel: 770-933-0960
About Janam Madison
Janam Madison owns and operates a single hotel located at 1972
Eaton Rd. Madison, GA 30650 d/b/a Red Roof Inn and Suites which was
purchased in February 2016 for $1,850,000. The Hotel has 56 guest
rooms. At the time the Hotel was acquired, Sunita Patel contributed
approximately $300,000 and financed the balance of the purchase
through loans with NOA Bank and the U.S. Small Business
Administration.
Equity interests are held by Sunita Patel, having 80 membership
units, and Galaxy Management, having 20 membership units. Galaxy
Management, LLC, in turn, is owned 100% by Sunita Patel.
Janam Madison Lodging, Inc., along with related debtor entities
sought Chapter 11 protection on March 26, 2019 in the U.S.
Bankruptcy Court for the Northern District of Georgia. Their cases
are jointly administered In re Sanam Conyers Lodging, LLC (Bankr.
Lead Case No. 19-54798). Judge Wendy L. Hagenau oversees the
cases. Danowitz Legal, PC, is the Debtors' counsel.
SCOTTS HOOK: Seeks to Hire Kerry Hettinger as Legal Counsel
-----------------------------------------------------------
Scotts Hook & Cleaver, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Michigan to hire Kerry Hettinger
PLC as its legal counsel.
The Debtor proposes to employ the firm for the following purposes:
a. represent Debtor in its Chapter 11 case;
b. prepare and file all necessary documents and negotiate
plans of reorganization for Debtor;
c. represent Debtor at all court hearings and proceedings;
and
d. perform other legal services.
The firm's services will be provided mainly by Kerry Hettinger,
Esq., who will be paid at the rate of $250 per hour. Paralegals
will charge $120 per hour.
Mr. Hettinger neither holds nor represents an interest adverse to
the estate with respect to the matters on which he is to be
employed, according to court filings.
Mr. Hettinger holds office at:
Kerry D. Hettinger, Esq.
Kerry Hettinger, PLC
4341 South Westnedge Avenue, Suite 1202
Kalamazoo, MI 49008
Telephone: (269) 344-0700
(269) 459-6100
Facsimile: (269) 459-6111
About Scotts Hook & Cleaver Inc.
Scotts Hook & Cleaver, Inc. is a Scotts, Mich.-based meat
processing company. It conducts business under the name Pease
Packaging.
Scotts Hook & Cleaver sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Mich. Case No. 20-02748) on Aug. 25,
2020.
At the time of the filing, Debtor disclosed assets of $868,651 and
liabilities of $2,292,164.
Judge John T. Gregg oversees the case.
Kerry Hettinger PLC is Debtor's legal counsel.
SECURITY FIRST: Sept. 11 Deadline Set for Committee Questionnaires
------------------------------------------------------------------
Security First Corp, which filed for Chapter 11 protection,
authorizes the United States Trustee to appoint an Official
Committee of Unsecured Creditors in its bankruptcy case. The
Committee represents the interests, and acts on behalf, of all
unsecured creditors.
If a party wishes to be considered for membership on the Committee,
it must complete a required Questionnaire available at
https://tinyurl.com/y2vep8r5 and return it via email to o
Juliet.M.Sarkessian@usdoj.gov at the Office of the United States
Trustee so that it is received no later than Friday, Sept. 11, 2020
at 4:00 p.m.
Under the Bankruptcy Code, the Committee has the right to demand
that the debtor consult with the Committee before making major
decisions or changes, to request the appointment of a trustee or
examiner, to participate in the formation of a plan of
reorganization, and in some cases, to propose its own plan of
reorganization.
About Security First
Security First Corp. -- https://securityfirstcorp.com -- is a
developer of advanced data-centric cyber security solutions. Its
flagship product, DataKeepTM, serves as a data firewall by using
advanced encryption, scalable hierarchical key management,
extensive policy enforcement and monitoring of unauthorized access
to deliver the highest levels of availability, resiliency and time
to value.
Security First Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del., Lead Case No. 20-12053) on Aug.
31, 2020. The petition was signed by Pankaj Parekh, chief
executive officer. Hon. Brendan Linehan Shannon oversees the
cases.
The Debtor estimated assets of $1 million to $10 million and
estimated liabilities of $10 million to $50 million.
William D. Sullivan, Esq. of Sullivan Hazeltime Allinson LLC has
been tapped as counsel to the Debtor.
SHEARER'S FOODS: Moody's Hikes CFR to B2, Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
Probability of default rating of Shearer's Foods, LLC to B2 and
B2-PD from B3 and B3-PD respectively. Moody's also assigned a B1
rating on Shearer's new first lien term loan and a Caa1 on the
company's second lien term loan. The rating outlook is stable.
The actions follow the announcement that the company will
refinance, increasing its first and second lien term loans and
extending the maturities to 2027 and 2028 respectively. In addition
to refinancing the existing first and second lien debt, the company
will repay a subordinated seller note, repay revolver outstandings
and plans to pay a one-time $388 million special dividend to equity
sponsors including Ontario Teachers' Pension Plan. The increased
borrowings will lift debt to EBITDA leverage by a turn and a half,
from 5.1x as of the LTM ended June, 2020 to approximately 6.6x at
the close of the transaction, including Moody's adjustments.
Moody's views the dividend payout and resulting increase in
leverage to be financially aggressive, but closing debt-to-EBITDA
leverage of 6.6x will remain below 2017-2018 levels of over 7x when
the company was faced with integration challenges following
acquisitions and a poor potato crop.
Moody's is upgrading the CFR to B2 because the rating agency
expects that operational improvements that have generated
efficiencies generated efficiencies and good business momentum as a
result of pricing, mix shifts and innovation will sustain the
improvement in margins achieved over the last 18 months. Improved
earnings will provide sufficient free cash flow to reduce
debt-to-EBITDA leverage to closer to 6x over the next year. Free
cash has improved meaningfully over the last two years and Moody's
projects that it will exceed $55 million over the next 12 months.
The following ratings/ assessments are affected in the action:
New Assignments:
Issuer: Shearer's Foods, LLC.
$985M Senior Secured 1st Lien Term Loan; Assigned B1 (LGD3)
$340M Senior Secured 2nd Lien Term Loan; Assigned Caa1 (LGD6)
Ratings Upgraded:
Issuer: Shearer's Foods, LLC.
Corporate Family Rating, Upgraded to B2 from B3
Probability of Default Rating, Upgraded to B2-PD from B3-PD
Outlook Actions:
Issuer: Shearer's Foods, LLC.
Outlook, Changed to Stable from Positive
Ratings on the existing first and second lien term loans of B3 and
Caa2 will be withdrawn upon closing of the transaction and
repayment of those facilities.
RATING RATIONALE
Shearer's B2 Corporate Family Rating reflects the company's high
financial leverage following the planned dividend recapitalization,
aggressive financial policies under private equity ownership and
significant customer concentration. Profitability and free cash
flow have been improving after the company addressed challenges
that followed a period of rapid growth through acquisition, with
free cash flow of approximately $56 million expected in 2020
(before the special dividend payout). The company has performed
well amid the disruptions brought on by coronavirus, with high
demand for snacking items at retail offset by disruption in its
smaller food service channels and higher costs which the company
believes largely offset the benefit of higher volumes. The rating
reflects the company's leading position as a producer of private
label snacks, its scale as a contract manufacturer with nationwide
reach and its very good liquidity supported by improving projected
free cash flow, growing cash balances, its expectation that after
the refinancing it will maintain an unutilized $125 million
revolver and a covenant lite structure.
Environmental, Social and Governance considerations:
The rapid spread of the coronavirus outbreak, deteriorating global
economic outlook, low oil prices, and high asset price volatility
have created an unprecedented credit shock across a range of
sectors and regions. Moody's regards the coronavirus outbreak as a
social risk under its ESG framework, given the substantial
implications for public health and safety.
Shearer's environmental impact remains low and the associated risks
are limited. Environmental considerations are not a material factor
in the rating.
Shearer's governance is influenced by its private ownership. Like
other private equity sponsored firms, Shearer's has been
comfortable operating with high financial leverage. Moody's views
Shearer's private equity ownership, including the willingness to
lever up to pay a large dividend and its historically aggressive
acquisition strategy, as governance risks that create risk that
debt and leverage will increase. However, the company's intention
to rapidly pay down debt following the dividend recap is a partial
mitigant.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The stable rating outlook reflects Moody's view that continued
revenue growth and realization of cost efficiencies will sustain
earnings growth and comfortably positive free cash flow. The
outlook also reflects Moody's view that debt-to-EBITDA leverage
will decline to a 6.0x range over the next year and that Shearer's
will maintain very good liquidity.
Ratings could be upgraded if the company sustains debt to EBITDA
below 5x, maintains good operating performance, generates
consistently strong free cash flow, and adopts a more conservative
financial policy.
Ratings could be downgraded if the company's liquidity
deteriorates, operating performance weakens, if it engages in large
debt financed acquisitions or shareholder returns, or if debt to
EBITDA leverage is sustained above 6.5x.
Shearer's Foods, LLC, headquartered in Massillon, Ohio,
manufactures snack food products such as kettle chips, tortilla
chips, potato chips, extruded cheese snacks, cookies, and crackers
for other companies. Revenue was approaching $1.3 billion for the
12 months ending June, 2020. Shearer's is majority owned by Ontario
Teachers' Pension Plan and does not publicly disclose financial
information.
The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.
SINGLETON FOOD: Hylton Buying Ball Ground Property for $280K Cash
-----------------------------------------------------------------
Singleton Food Services, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Georgia to authorize the sale of the
nonresidential real property and personal property located at 9970
Ball Ground Highway, Ball Ground, Cherokee County, Georgia to
Michael M.T. Hylton for the cash purchase price of $280,000.
The Debtor is the owner of record of the Real Property. It is also
the owner of certain personal property located in and about the
Real Property and used in the operation of a Subway branded
restaurant. This includes, but is not limited to, furniture,
fixtures, equipment, consumable items and food. A more detailed
description of the Purchased Assets, including exclusions, is
contained in the Agreement. The public deed records reflect that
Debtor is the record owner of the Real Property.
The Debtor received an offer to purchase the Purchased Assets from
Hylton, a Georgia resident and existing Subway franchisee. After
engaging in negotiations with the Purchaser, the Debtor entered
into an agreement with the Purchaser dated Aug. 5, 2020. The
Purchased Assets are being sold "as is, where is" with all faults.
The Debtor asks authority to sell and transfer the Purchased Assets
free and clear of all liens and encumbrances, with such liens and
encumbrances to attach to the proceeds of the sale of the Purchased
Assets.
Upon information and belief, the only encumbrances of record on the
Real Property is a deed to secure debt in favor of Soaring Eagle
Cherokee Investments, LLC. The Soaring Eagle deed to secure debt
was recorded on Jan. 27, 2017 in the Cherokee County real estate
records, Book 14150, page 1616. In its Schedule D, the Debtor
scheduled a secured debt to Soaring Eagle secured by the Real
Property. Upon information and belief, the outstanding balance of
the Soaring Eagle Note secured by the Real Property is
approximately $130,000 as of the date of the Motion. Upon
information and belief, there are no liens or encumbrances on the
personal property.
Under the Agreement, the Purchaser will purchase the Purchased
Assets for a cash price of $280,000. The Purchase Price is
allocated as follows: (i) Real Property and Improvements -
$220,000; (ii) Inventory - $2,500; (iii) Fixtures, Equipment and
Other Personal Property - $47,500; and (iv) Goodwill - $10,000.
The Purchaser has agreed to deposit $15,000 in earnest money with
the Debtor's counsel as Escrow Agent, with the balance of the
Purchase Price to be paid in cash or its equivalent at Closing.
In the Debtor's business judgment, the Agreement is reasonable and
adequate, and is the highest and best offer, and the sale of the
Purchased Assets is in the best interests of the Bankruptcy Estate
and creditors.
The Debtor asks authority to pay the remaining balance of the
Soaring Eagle indebtedness, secured by the Real Property, from
proceeds of the sale at closing. In addition, it asks authority to
pay at closing any outstanding property taxes as of the closing
date, and prorated 2020 property taxes as of the Closing Date of
the sale. The pro-rated property taxes for 2020 may be in the form
of a reduction in the Purchase Price at closing.
The Debtor asks that any order approving the Sale Motion be
effective immediately by providing that the 14-day stay is
inapplicable, so that that the Debtor may proceed as expeditiously
as possible with the closing of the sale following Court approval
thereof.
A hearing on the Motion is set for Sept. 10, 2020 at 1:30 p.m.
Objections, if any, must be filed at least two business days before
the hearing.
A copy of the Agreement is available at
https://tinyurl.com/y4tmycrh from PacerMonitor.com free of charge.
About Singleton Food Services
Singleton Food Services, Inc., is a privately-held company in
Ellijay, Georgia, operating in the restaurants industry.
Singleton Food Services sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-22157) on Nov. 3,
2018. In the petition signed by Edward J. Singleton Jr., chairman
and CEO, the Debtor estimated assets of $1 million to $10 million
and liabilities of $1 million to $10 million. The Debtor tapped
the Law Office of Scott B. Riddle, LLC, as its legal counsel, and
Drew Eckl & Farnham LLP, as special counsel.
SLIDEBELTS INC: Seeks to Hire Reynolds Law Corp. as Legal Counsel
-----------------------------------------------------------------
SlideBelts Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of California to employ Reynolds Law
Corporation as its legal counsel.
Debtor needs the firm's legal assistance to handle its Chapter 11
case. The firm's services are as follows:
a. prepare and file Debtor's bankruptcy schedules and
statements of financial affairs;
b. seek court approval to employ bankruptcy professionals;
d. communicate with and negotiate with creditors and other
parties;
e. seek court approval for any and all actions necessary to
administer Debtor's bankruptcy estate;
f. propose and seek confirmation of a plan of reorganization;
and
g. seek court approval to sell property of the estate.
The firm's services will be provided mainly by Stephen Reynolds,
Esq., who will be paid at the rate of $350 per hour.
Reynolds Law received a pre-bankruptcy retainer of $30,000, of
which $25,184.50 was used for pre-bankruptcy legal fees and costs,
including the $1,717 court filing fee.
Mr. Reynolds assured the court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Mr. Reynolds holds office at:
Stephen M. Reynolds, Esq.
Reynolds Law Corporation
424 Second Street, Suite A
Davis, CA 95616
Telephone: (530) 297-5030
Facsimile: (530) 297-5077
Email: sreynolds@lr-law.net
About SlideBelts Inc.
SlideBelts, Inc. is an El Dorado Hills, Calif.-based belt company
founded in 2004. Visit https://slidebelts.com for more
information.
SlideBelts sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Cal. Case No. 20-24098) on Aug. 25, 2020. At the
time of the filing, Debtor had estimated assets of between $1
million and $10 million and liabilities of between $1 million and
$10 million.
Judge Clement oversees the case.
Reynolds Law Corporation is Debtor's legal counsel.
SUPER HERO KIDS: Unsecureds to Get 19% of Their Claims
------------------------------------------------------
Super Hero Kids Home Health, LLC, filed a Chapter 11 Plan.
General unsecured creditors are classified in Classes 8 and 9, and
will receive a distribution of approximately 19% of their allowed
claims, to be distributed monthly over approximately 5 years in
monthly installments.
Class 3 Aetna, Inc. Administrative Claim totaling $27,516.30 is
impaired. The Plan will be paid in 12 equal installments of $2,330
including 3% interest commencing on the effective date of the
Plan.
Class 4 United Healthcare Administrative Claim totaling $149,491 is
impaired. The Plan will be paid in 18 equal installments of $8,638
including 5% interest commencing on the effective date of the
Plan.
Class 5 Aetna Priority Claim in the amount of $115,484 is impaired.
The Plan will be paid in 60 equal monthly installments of $1,925
commencing on the effective date of the Plan.
Class 7 Gateway Acceptance Secured Claim is impaired. The
$1,759,489 will be bifurcated with $800,000 treated as a secured
claim to be paid at 5% interest over 10 years at $8,485 per month
commencing on the effective date of the Plan.
Class 9 General Unsecured Claims are impaired. Unsecured claims
shall be paid pro-rata, total of $50,000 for five years, in equal
monthly installments of $833.33 commencing on the effective date of
the Plan.
The Plan is based upon the distribution to the creditors by the
debtor by means of the following: (a) cash presently held by the
Debtor and cash to be acquired through the operation of its
business; (b) collection of accounts receivable; and (c) collection
of Judgments. As of July 27, 2020, the debtor estimates accounts
receivable to be $486, 166.74.
A full-text copy of the Disclosure Statement dated July 27, 2020,
is available at https://tinyurl.com/y2ttns9o from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Martin Seidier
LAW OFFICES OF MARTIN SEIDLER
11107 Wurzbach Road, Suite 504
San Antonio, Texas 78230
Tel: (210) 694-0300
Fax: (210) 690-9886
E-mail: Marty@SeidlerIaw.com
About Super Hero Kids Home Health
Established in 2004, Super Hero Kids Home Health, LLC --
https://www.superherokidshh.com/ -- operates a pediatric home
health care agency offering skilled private duty nursing, speech,
physical, and occupational therapies, serving in four major Texas
cities: San Antonio, Houston, McAllen and Tyler. The business was
incorporated in 2005 under the name of Heart to Heart, LLC and
attempted to officially change the name to Super Hero Kids Home
Health, LLC after purchase by William Revill, LVN in 2017. The
Company's corporate office is now located at 8700 Crownhill Blvd,
suite 105, San Antonio Texas 78209.
Super Hero Kids Home Health filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
19-50861) on April 11, 2019. In the petition signed by William M.
Revill, president, the Debtor was estimated to have $1 million to
$10 million in both assets and liabilities. The case is assigned
to Judge Craig A. Gargotta. The Law Offices of Martin Seidler, is
the Debtor's counsel.
SW GOLF: Gets Court Approval to Hire Real Estate Agent
------------------------------------------------------
SW Golf, LLC received approval from the U.S. Bankruptcy Court for
the District of Arizona to hire Beverly Best, a real estate agent
at West USA Realty – Pinetop, to assist in the sale of its real
property in Lakeside, Ariz.
Debtor will pay the real estate agent and West USA Realty a 3
percent commission on the gross sales price if they are able to
bring a buyer without the help of a co-broker.
Meanwhile, Debtor will pay a total commission of no more than 7
percent of the gross sales price, with 2 percent going to the real
estate agent and West USA Realty, if there is a buyer's broker who
will be paid 3 percent to 5 percent of the gross sales price.
Ms. Best disclosed in court filings that she and West USA Realty do
not hold any interest adverse to Debtor and its bankruptcy estate.
The agent can be reached through:
Beverly R. Best
West USA Realty – Pinetop
2482 E. White Mountain Blvd., Suite #B
Pinetop, AZ 85935
Telephone: (928) 367-3535
Email: bev@bevbest.com.
About SW Golf LLC
SW Golf, LLC owns and operates a restaurant in Logan, Ohio. Visit
www.hungrybuffalo.com for more information.
SW Golf filed its voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-07328) on June 18,
2020. In the petition signed by Robert "Scott" Waddle, owner and
general manager, Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in liabilities.
Lexington Law Firm and Joseph Hayes CPA PC serve as Debtor's legal
counsel and accountant, respectively.
TAMPA BAY MARINE: Taps Jennis Law Firm as Special Counsel
---------------------------------------------------------
Tampa Bay Marine Towing & Service, Inc. seeks approval from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Jennis Law Firm as special litigation counsel.
Debtor needs the firm's legal assistance to pursue a malpractice
case against certain individuals. Jennis Law Firm will also assist
David Jennis, Esq., the firm's attorney and the proposed litigation
trustee under Debtor's Chapter 11 plan of reorganization.
Jennis Law Firm will receive a contingency fee of 40 percent of the
gross amount recovered from the malpractice case. Meanwhile, the
firm will charge between $250 and $500 per hour for attorney's
services and between $120 and $160 per hour for paralegal services
provided to the litigation trustee.
The firm required a $5,000 retainer to be provided either by Debtor
or its principal, Kathleen Moreno.
Jennis Law Firm 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:
David Jennis, Esq.
Jennis Law Firm
606 East Madison Street
Tampa, FL 33602
Telephone: (813) 229-2800
Facsimile: (813) 405-4046
Email: ecf@jennislaw.com
About Tampa Bay Marine Towing & Service
Tampa Bay Marine Towing & Service, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-01418) on Feb. 14, 2020, listing under $1 million in both assets
and liabilities. Judge Caryl E. Delano oversees the case.
Blanchard Law P.A. is Debtor's legal counsel.
TEEWINOT LIFE: Seeks to Hire Stichter Riedel as Legal Counsel
-------------------------------------------------------------
Teewinot Life Sciences Corporation seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Stichter, Riedel, Blain & Postler, P.A. to handle its Chapter 11
case.
The firm's services are as follows:
a. advise Debtor with respect to its powers and duties;
b. prepare legal papers;
c. appear before the bankruptcy court and the U.S. trustee;
d. assist Debtor in its negotiations with creditors and other
parties;
e. represent Debtor in all adversary proceedings and matters
involving administration of its Chapter 11 case;
f. represent Debtor in negotiations with potential financing
sources, and prepare documents necessary to obtain financing; and
g. perform all other legal services.
The firm will be compensated on an hourly basis.
Stichter Riedel received from Debtor a retainer in the sum of
$15,100 and will be provided an additional retainer in the sum of
$20,000 from the proceeds of its proposed debtor-in possession
financing.
Daniel Fogarty, Esq., at Stichter Riedel, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 327(a) of the Bankruptcy Code.
The firm can be reached through:
Daniel R. Fogarty, Esq.
Stichter, Riedel, Blain & Postler, P.A.
110 East Madison Street, Suite 200
Tampa, FL 33602
Telephone: (813) 229-0144
Email: dfogarty@srbp.com
About Teewinot Life Sciences Corp.
Teewinot Life Sciences Corp. operates as a Tampa, Fla.-based
biotechnology pharmaceutical company focused on the biosynthetic
production of pure pharmaceutical grade cannabinoids.
Teewinot Life Sciences sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06489) on Aug. 27,
2020. Scott Foss-Kilburn, chief restructuring officer, signed the
petition. At the time of the filing, Debtor had estimated assets
of $25,993,546 and liabilities of $13,671,110.
Stichter, Riedel, Blain & Postler, P.A. is Debtor's legal counsel.
TEKNIA NETWORKS: Seeks to Hire Buddy D. Ford as Legal Counsel
-------------------------------------------------------------
Teknia Networks & Logistics Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Buddy
D. Ford, P.A. as its legal counsel.
The law firm will render the following services:
a. advise Debtor of its powers and duties;
b. prepare and file legal documents required by the court;
c. represent Debtor at the Section 341 creditor's meeting;
d. advise Debtor of its responsibilities in complying with the
U.S. Trustee's Guidelines and Reporting Requirements and with the
rules of the court;
e. prepare legal papers and appear at hearings;
f. represent the Debtor in negotiation with its creditors in
the preparation of a Chapter 11 plan; and
g. protect the interest of the Debtor in all matters pending
before the court.
The firm's services will be provided mainly by Buddy Ford, Esq.,
who will be paid at the rate of $425 per hour. The firm will charge
$375 per hour for senior associate attorneys, $300 per hour for
junior associate attorneys, $150 per hour for senior paralegals,
and $100 per hour for junior paralegals.
Debtor paid the firm an advance fee of $25,000, which included the
pre-bankruptcy retainer of $2,000, post-petition retainer of
$21,283, and filing fee of $1,717.
Buddy D. Ford has no connection with Debtor, creditors or any other
"party in interest," according to court filings.
The firm can be reached through:
Buddy D. Ford, Esq.
Jonathan A. Semach, Esq.
Heather M. Reel, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Telephone: (813) 877-4669
Email: buddy@tampaesq.com
jonathan@tampaesq.com
heather@tampaesq.com
About Teknia Networks & Logistics
Teknia Networks & Logistics, Inc. is a Pinellas Park, Fla.-based
distributor of warehouse and office printing-related items.
Teknia Networks & Logistics sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06479) on Aug.
27, 2020. Jorge L. Monsalve, president, signed the petition.
At the time of the filing, Debtor had estimated assets of between
$1 million and $10 million and liabilities of between $1 million
and $10 million.
Buddy D. Ford, P.A. is Debtor's legal counsel.
THEAG NORTH: Seeks to Hire CoreStrength as Financial Advisor
------------------------------------------------------------
Theag North Arlington LLC and its affiliates seek approval from the
U.S. the U.S. Bankruptcy Court for the Northern District of Texas
to employ CoreStrength Financial Advisors as their financial
advisor.
The firm will provide the following services in connection with
Debtors' Chapter 11 cases:
(a) assist in the identification and implementation of cost
reductions;
(b) assist with the overall financial reporting;
(c) provide assistance in such areas as testimony on matters
that are within the scope of CoreStrength Financial's employment;
(d) provide other professional services necessary to Debtors'
cases.
Brian Breithaupt, a principal at CoreStrength Financial, will be
paid at an hourly rate of $150.
Mr. Breithaupt disclosed in court filings that his firm does not
represent any interest adverse to Debtors and their estates.
CoreStrength Financial can be reached through:
Brian Breithaupt, CPA
CoreStrength Financial Advisors
126 Lakeridge Drive
Dallas, TX 75218
Telephone: (214) 535-9247
Email: brian@corestrengthfinancial.com
About Theag North Arlington LLC
Theag North Arlington, LLC, THEAG Management, LLC and THEAG North
Dallas LLC, a sign, graphics and visual communications company,
filed Chapter 11 petitions (Bankr. N.D. Texas Lead Case No.
19-30957) on March 18, 2019. At the time of the filing, each
Debtor disclosed assets of between $1 million and $10 million and
liabilities of the same range.
Judge Edward L. Morris oversees the cases.
Debtors have tapped Hayward & Associates PLLC as their legal
counsel, Lain Faulkner & Co., P.C. as accountant, and CoreStrength
Financial Advisors as financial advisor.
THEE TREE HOUSE: Lombardo Objects to Amended Plan & Disclosures
---------------------------------------------------------------
Kiel Lombardo objects to the Second Amended Disclosure Statement
and Confirmation of Second Amended Plan of Reorganization of debtor
Thee Tree House, LLC:
* The Disclosure Statement does not contain accurate and adequate
information that would enable a hypothetical investor to make an
informed judgment about the Plan.
* The Debtor's Plan does not satisfy the absolute priority rule.
* The Plan is not filed in good faith and is contrary to
applicable law.
* The Plan does not otherwise satisfy all the requirements of
Sec. 1129(a), and the Debtor is unable to satisfy all requirements
of Sec. 1129 (a) and (b).
* Lombardo adopts all other objections to the Disclosure
Statement and to confirmation of the Plan filed by all other
parties in connection with the case and reserves the right to argue
same in the event the Debtor goes forward with confirmation.
A full-text copy of Lombardo's objection to Second Amended
Disclosure Statement and Plan dated July 30, 2020, is available at
https://tinyurl.com/yxoccah5 from PacerMonitor.com at no charge.
Counsel for Kiel Lombardo:
KEVIN P. O'BRIEN
LAW OFFICES OF KEVIN P. O'BRIEN, P.A.
805 West Azeele Street
Tampa, FL 33606
Tel: (813) 549-1490
Fax: (813) 387-3050
E-mail: KevinPaOBrien@aol.com
About Thee Tree House
Thee Tree House, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-11768) on Dec. 13,
2019. At the time of the filing, the Debtor was estimated to have
assets of between $100,001 and $500,000 and liabilities of between
$500,001 and $1 million. Judge Caryl E. Delano oversees the case.
The Debtor is represented by McIntyre Thanasides Bringgold Elliott
Grimaldi Guito & Matthews, P.A.
THOMPSON NATIONAL: Taps Arete Advisors to Provide Tax Services
--------------------------------------------------------------
Thompson National Properties, LLC received approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Arete Advisors for tax matters.
The firm's services will include the preparation and filing of
Debtor's consolidated tax filings that are required to be completed
for the years 2015 to 2020.
The hourly rates for the firm's employees who will be providing the
services are as follows:
Andy Dixon $375
Cody Hetherington $225
Bea Mac $125
Arete Advisors neither holds nor represents any interest adverse to
Debtor and its bankruptcy estate, according to court filings.
The firm can be reached through:
Andy Dixon, CPA
Arete Advisors
8875 Research Drive
Irvine, CA 92618
Telephone: (949) 203-3010
Facsimile: (949) 203-3011
About Thompson National Properties
Thompson National Properties LLC is a real estate advisory company,
specializing in acquisitions for high net worth investors and their
joint venture partners, along with third party property management,
asset management and receivership advisory services.
Founded in April 2008, Thompson National has a headquarter in Costa
Mesa, Calif., and has three regional offices. As of Aug. 16, 2013,
Thompson National manages a portfolio of 106 commercial properties
in 24 states totaling approximately 11.02 million square feet on
behalf of over 6,000 investor, owners or lenders with an overall
purchase value of $1.2 billion.
Thompson National sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-13728) on Sept. 26,
2019. Anthony W. Thompson, chief executive officer, signed the
petition. At the time of the filing, Debtor had $983,766 in assets
and $12,990,235 in debts.
Judge Scott C. Clarkson oversees the case.
Debtor has tapped Shulman Bastian Friedman & Bui LLP as its legal
counsel and Arete Advisors as its tax advisor.
TP REMAINCO: Unsecureds to Get Paid from GUC Beneficial Interests
-----------------------------------------------------------------
TP RemainCo, LLC, f/k/a Techniplas, LLC, and its debtor affiliates
filed the First Amended Disclosure Statement with respect to Plan
of Liquidation dated July 31, 2020.
Under the agreed upon restructuring proposal, the Ad Hoc Group
agreed to provide approximately $6.7 million under the Interim
Financing Agreement on April 21, 2020. This was critical liquidity
at a crucial time, given the Debtors' precarious condition and
frozen markets in the wake of the COVID-19 outbreak. The Ad Hoc
Group's willingness to provide liquidity in the weeks preceding the
bankruptcy filing allowed the Debtors to meet ongoing cash needs,
negotiate these transactions, and prepare for an orderly chapter 11
filing. Without that bridge financing, the Debtors may have faced
imminent liquidation and could not have pursued the
value-maximizing transactions contemplated in these cases.
As of June 19, 2020, the Debtors had sold substantially all of
their assets. As such, they commenced a wind down of their
operations. Among other things, this entails the rejection of
various executory contracts and unexpired leases and disposition of
any remaining property. The pursuit of a chapter 11 plan of
liquidation is a component of the wind down process and enables the
Committee Settlement to be implemented, and distributions made to
creditors.
The central component of the Plan is the establishment of the
Liquidating Trust to liquidate the assets vested in it, including
but not limited to the Committee Settlement's GUC Cash Pot and
Causes of Action, and make distributions to creditors.
The Plan is the product of extensive arms'-length negotiations
between the Debtors, Creditors' Committee and the Secured Parties.
The Debtors submit the Plan maximizes recoveries to creditors and
provides for a fair allocation of remaining estate assets following
the sales of substantially all of their operating assets. The Plan
effectuates this goal by implementing the Settlement Term Sheet.
The Plan provides for full payment of all Allowed Administrative
Claims, Allowed Priority Tax Claims, if any, Allowed Priority
Claims, if any and Allowed Other Secured Claims, if any, in
accordance with the provisions of the Bankruptcy Code, as well as
for the cancellation of any all of the existing Equity Interests
in, and the extinguishment and cancellation of all Claims against,
the Debtors.
All holders of Allowed General Unsecured Claims will receive their
pro rata share of the GUC Beneficial Interests in the Liquidating
Trust and receive Liquidating Trust Distributions in accordance
with the Plan and the terms and provisions of the Liquidating
Trust.
The Debtors' obligations on account of the Interim Financing as of
the Petition Date were satisfied in full from the proceeds of the
DIP Financing. The Debtors' obligations on account of the
Prepetition ABL Obligations and the DIP ABL Facility were satisfied
through such facility and proceeds of the Sale-Designated Assets.
A full-text copy of the Amended Disclosure Statement dated July 31,
2020, is available at https://tinyurl.com/y4z5phte from
PacerMonitor.com at no charge.
Counsel to Debtors:
Jeffrey M. Schlerf
Carl D. Neff
Daniel B. Thompson
FOX ROTHSCHILD LLP
Citizens Bank Center
919 North Market Street, Suite 300
Wilmington, Delaware 19801
Telephone: (302) 654-7444
E-mail: jschlerf@foxrothschild.com
cneff@foxrothschild.com
danielthompson@foxrothschild.com
- and -
David M. Turetsky
Andrew T. Zatz
WHITE & CASE LLP
1221 Avenue of the Americas
New York, NY 10020
Tel: (212) 819-8200
E-mail: david.turetsky@whitecase.com
azatz@whitecase.com
- and -
Fan B. He
Robbie T. Boone Jr.
WHITE & CASE LLP
200 S Biscayne Blvd
Miami, FL 33131
Tel: (305) 371-2700
E-mail: fhe@whitecase.com
robbie.boone@whitecase.com
About Techniplas LLC
Techniplas, LLC, headquartered in Nashotah, Wisconsin USA, is a
privately held producer of technical plastic components for the
automotive, transportation and electrical industry. Techniplas is
specialized in thermoplastic and thermo-set molding and has
expertise in metal-to-plastic conversion, light weighting and tool
design. Techniplas employed about 2,357 employees in its operations
as of December 2018 and generated revenue of $529 million in 2018.
As of December 2020, Techniplas had total assets worth $258.6
million and liabilities worth $331 million, according to court
filing.
Techniplas, LLC, and its affiliates sought Chapter 11 protection
(D. Del. Lead Case No. 20-11049) on May 6, 2020.
The Debtors were estimated to have $100 million to $500 million in
assets and liabilities.
The Debtors tapped WHITE & CASE LLP as counsel; FOX ROTHSCHILD LLP
as restructuring counsel; MILLER BUCKFIRE & CO., LLC as investment
banker; FTI CONSULTING, INC., as restructuring advisor; and EPIQ
CORPORATE RESTRUCTURING, LLC, as claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a committee to
represent unsecured creditors in the Chapter 11 cases of
Techniplas, LLC and its affiliates. Potter Anderson & Corroon LLP,
and Akin Gump Strauss Hauer & Feld LLP, as co-counsel; Berkeley
Research Group, LLC, as financial advisor.
TPT GLOBAL: Acquires Clinical Laboratory in West Palm Beach
-----------------------------------------------------------
TPT Global Tech, Inc., has completed an agreement with Rennova
Health, Inc. to purchase Epic Reference Labs, a high complexity
clinical laboratory located in West Palm Beach, Florida. The
agreement includes EPIC's current CLIA certificate of registration
that enables TPT MedTech's Mobile QuikLABs to operate in 46 US
States delivering rapid Covid-19 Point-of-Care testing and
monitoring. Closing of the acquisition is subject to normal change
of ownership application and notification to certain regulatory and
licensing bodies. Until the change of ownership is complete
Rennova will operate the laboratory under agreement on behalf of
TPT .
Epic Reference Labs is a state of the art modern clinical
laboratory with over 7000 sq. ft. space and is licensed as a
comprehensive clinical laboratory providing molecular testing in
the heart of West Palm Beach, Florida. The laboratory in addition
to basic clinical services will be the core lab for the new Mobile
"QuikLAB" initiative that delivers clinical laboratory testing
directly to patient locations. The state of the art facility
supports the infrastructure for comprehensive follow up molecular
testing plus on site rapid testing for a wide variety of medical
conditions. These range from testing nucleic acids, antigens and
host antibodies for detecting viral infections to tests for
diagnosis and treatment of cardio-metabolic and neuropsychiatric
diseases.
The immense cost efficiency of preventive healthcare will allow
corporations to host the mobile units' onsite for large-scale
voluntary testing and monitoring of workforce wellness with results
and guidance communicated to users in minutes.
"We are excited to complete the acquisition of Epic Reference Labs
from Rennova Health to secure our CLIA certifications as we prepare
to launch our "QuikLAB" operations in Florida before expanding to
the rest of the United States.", says Stephen Thomas CEO of TPTW.
"Our first purpose built QuikLAB was recently delivered to Miami
and we look forward to initiating testing in the coming weeks"
On Aug. 6, 2020, TPT MedTech, LLC, a subsidiary of TPT Global Tech,
Inc., signed a binding letter of intent with Rennova to acquire
EPIC Reference Labs, Inc., wholly owned subsidiary of Rennova, for
$750,000, comprised of a deposit of $25,000 within five days of
signing and the remainder due either from 20% of net proceeds
received from fund raising that the Company has initiated and as
evidence by SEC Filings or a minimum payment of $25,000 per month
until paid in full. The first $25,000 payment has been made. All
defined laboratory equipment and a $100,000 lease deposit were
excluded from the sales price. All liabilities incurred up to
signing are to be discharged. Receivables existing at signing are
to be 100% ownership of Rennova. There are no other significant
assets.
About TPT Global Tech
TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is
a Technology/Telecommunications Media Content Hub for Domestic and
International syndication and also provides technology solutions to
businesses domestically and worldwide. TPT Global offers Software
as a Service (SaaS), Technology Platform as a Service (PAAS),
Cloud-based Unified Communication as a Service (UCaaS) and
carrier-grade performance and support for businesses over its
private IP MPLS fiber and wireless network in the United States.
TPT's cloud-based UCaaS services allow businesses of any size to
enjoy all the latest voice, data, media and collaboration features
in today's global technology markets. TPT's also operates as a
Master Distributor for Nationwide Mobile Virtual Network Operators
(MVNO) and Independent Sales Organization (ISO) as a Master
Distributor for Pre-Paid Cellphone services, Mobile phones
Cellphone Accessories and Global Roaming Cellphones.
TPT Global reported a net loss of $14.03 million for the year ended
Dec. 31, 2019, compared to a net loss of $5.38 million for the year
ended Dec. 31, 2018. As of June 30, 2020, the Company had $15.45
million in total assets, $35.38 million in total liabilities, $4.79
million in total mezzanine equity, and $24.77 in total
stockholders' deficit.
Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, the
Company's auditor since 2016, issued a "going concern"
qualification in its report dated April 14, 2020 citing that the
Company has suffered recurring losses from operations and has a net
capital deficiency which raise substantial doubt about its ability
to continue as a going concern.
TRIVASCULAR SALES: Dr. Andrew Kerr Opposes to Disclosure Statement
------------------------------------------------------------------
Dr. Andrew Kerr files this opposition to the Disclosure Statement
for the Joint Plan of Reorganization of TriVascular Sales, LLC and
its Debtor Affiliates.
Dr. Kerr claims that the failure to disclose information about Dr.
Kerr's claims and the Patent Infringement Litigation is a material
omission. The Disclosure Statement should not be approved because
it does not contain adequate information.
Dr. Kerr points out that the generic description of the Debtors'
patent infringement exposure does not even disclose that the
Debtor-Defendants have been engaged in actual patent litigation
brought by Dr. Kerr and pending over the last year, let alone
provide adequate information concerning the substantial claims
asserted by Dr. Kerr for the Debtor-Defendants' ongoing willful
infringement of his patents.
Dr. Kerr asserts that the failure to disclose anything about Dr.
Kerr's claims is particularly significant because the
Debtor-Defendants' infringement is continuing during the pendency
of these cases and therefore gives rise to an administrative
expense claim.
Dr. Kerr further asserts that the ongoing and willful infringement
implicates other confirmation-related matters as well, including
whether the Plan, which attempts to wash away the infringement upon
which its cornerstone product has been able to flourish, is
proposed in good faith and not by any means forbidden by law, and
whether the Plan is feasible.
A full-text copy of Dr. Kerr's opposition to disclosure statement
dated July 31, 2020, is available at https://tinyurl.com/y3uw7pye
from PacerMonitor.com at no charge.
Attorneys for Dr. Andrew Kerr:
BLANK ROME LLP
Ira L. Herman
1271 Avenue of the Americas
New York, New York 10020
Telephone: (212) 885-5000
Facsimile: (212) 885-5001
E-mail: IHerman@BlankRome.com
Jeffrey Rhodes, Esquire
1825 Eye Street NW
Washington, D.C. 20006
Telephone: (202) 420-3150
Facsimile: (202) 420-2201
E-mail: JRhodes@BlankRome.com
About TriVascular Sales
TriVascular Sales, LLC and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No.
20-31840) on July 5, 2020. At the time of the filing, TriVascular
Sales had estimated assets of less than $50,000 and liabilities of
between $100 million to $500 million. Judge Stacey G. Jernigan
oversees the cases.
The Debtors tapped DLA Piper LLP (US) as their legal counsel, and
FTI Consulting, Inc., as their financial advisor. Omni Agent
Solutions is the claims, noticing and administrative agent.
The Office of the U.S. Trustee appointed a committee to represent
unsecured creditors in Debtors' bankruptcy cases.
TRIVASCULAR SALES: U.S. Trustee Says Plan Patently Unconfirmable
----------------------------------------------------------------
The United States Trustee for Region 6 objects to Approval of
Disclosure Statement and Confirmation of Joint Plan of
Reorganization of TriVascular Sales, LLC and its Debtor
Affiliates.
The United States Trustee claims that the Court should decline to
approve the Disclosure Statement because the Plan is patently
unconfirmable. The Plan it patently unconfirmable because it
contains impermissible release and exculpation provisions.
The United States Trustee points out that the Court should decline
to confirm the Plan because the proposed releases are impermissible
under 11 U.S.C. § 524(e) and Fifth Circuit authority. The proposed
releases grant releases of third party claims against nondebtor
third parties.
The United States Trustee asserts that approval of the MIP and
severance plans should be governed 11 U.S.C. § 503(c). Where a
more specific statutory provision exists, the Court should apply it
rather than a more general provision.
The United States Trustee further asserts that the Debtors should
put on evidence at the confirmation hearing sufficient to meet the
burden under section 503(c). The Court should not approve the MIP
as part of any confirmation order unless and until the Debtors meet
their burdens of proof under section 503(c) for each program.
The United States Trustee states that the Debtors should modify the
Plan to clarify that no party shall be released from any causes of
action or proceedings brought by any governmental agencies in
accordance with their regulatory functions, including but not
limited to criminal and environmental matters.
A full-text copy of the United States Trustee's objection to
disclosure statement and plan dated July 31, 2020, is available at
https://tinyurl.com/yxz4q2l9 from PacerMonitor.com at no charge.
About TriVascular Sales
TriVascular Sales, LLC and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No.
20-31840) on July 5, 2020. At the time of the filing, TriVascular
Sales had estimated assets of less than $50,000 and liabilities of
between $100 million to $500 million. Judge Stacey G. Jernigan
oversees the cases.
The Debtors tapped DLA Piper LLP (US) as their legal counsel, and
FTI Consulting, Inc., as their financial advisor. Omni Agent
Solutions is the claims, noticing and administrative agent.
The Office of the U.S. Trustee appointed a committee to represent
unsecured creditors in Debtors' bankruptcy cases.
TUESDAY MORNING: Hires CBRE as Real Estate Broker
-------------------------------------------------
Tuesday Morning Corporation, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Northern District
of Texas to employ CBRE, Inc., as real estate broker to the
Debtors.
The Debtors are interested in a pursuing a potential sale leaseback
of the Debtors' Owned Real Estate. The Debtors require CBRE to
market and sell the Owned Real Estate for the sole purpose of
obtaining a sale leaseback agreement.
CBRE will be paid a commission as follows: 2.5% of the gross sales
price of certain of the Debtors' Owned Real Estate and 1% of the
gross sales price of the remaining Owned Real Estate.
Jack Fraker, a partner 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 Debtors and their estates.
CBRE can be reached at:
Jack Fraker
CBRE, INC.
2100 McKinney Avenue, Suite 700
Dallas, TX 75201
Tel: (214) 979-6100
About Tuesday Morning Corporation
Tuesday Morning Corporation, together with its subsidiaries, is a
closeout retailer of upscale home furnishings, housewares, gifts,
and related items. It operates under the trade name "Tuesday
Morning" and is one of the original "off-price" retailers
specializing in providing unique home and lifestyle goods at
bargain values. Based in Dallas, Tuesday Morning operated 705
stores in 40 states as of Jan. 1, 2020. For more information,
visit http://www.tuesdaymorning.com/
On May 27, 2020, Tuesday Morning and six affiliates sought Chapter
11 protection (Bankr. N.D. Tex. Lead Case No. 20-31476). Tuesday
Morning disclosed total assets of $92 million and total liabilities
of $88.35 million as of April 30, 2020.
The Hon. Harlin Dewayne Hale is the case judge.
The Debtors tapped Haynes and Boone, LLP as general bankruptcy
counsel; Alixpartners LLP as financial advisor; Stifel, Nicolaus &
Co., Inc. as investment banker; A&G Realty Partners, LLC as real
estate consultant; and Great American Group, LLC as liquidation
consultant. Epiq Corporate Restructuring, LLC is the claims and
noticing agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on June 9, 2020. The committee is represented by Munsch
Hardt Kopf & Harr, P.C.
UNIVERSAL HEALTH: Moody's Rates New Senior Secured Notes 'Ba1'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Universal Health
Services, Inc.'s new senior secured notes. There is no change to
the Ba1 Corporate Family Rating, Ba1-PD Probability of Default
Rating, and Ba1 senior secured ratings for UHS. There is also no
change to the Speculative Grade Liquidity Rating of SGL-1. The
outlook is stable.
Moody's expects that UHS will use proceeds from the new senior
secured notes to fund the refinancing of roughly $700 million of
secured bonds that come due in August 2022 and associated fees, and
add cash to the balance sheet to the extent proceeds are left
over.
With hospital volumes now recovering but still below levels prior
to the onset of the ongoing coronavirus outbreak, UHS continues to
maintain very good liquidity. The company reported having
approximately $540 million of cash on June 30, 2020, with an
untapped $1.0 billion senior secured revolver and $450 million
accounts receivable securitization program. The company received
roughly $375 million of accelerated Medicare payments from the
Coronavirus Aid, Relief and Economic Security (CARES) Act; these
funds will be repaid during the August 2020 -- March 2021
timeframe. Through June 30, 2020, UHS has also received a total of
$320 million in grant funds from the CARES Act. Moody's expects the
company to receive additional financial relief from the CARES Act
and related legislation.
Ratings assigned:
Universal Health Services, Inc.
New senior secured notes at Ba1 (LGD3)
RATINGS RATIONALE
Universal Health Services' Ba1 CFR is supported by its low
financial leverage. UHS has the lowest financial leverage among all
rated for-profit hospital peers. This positions the company well to
maintain solid interest coverage and good free cash flow in the
face of severe pandemic-related headwinds, which Moody's believes
could add a turn or more of leverage to UHS over the next year. Pro
forma for the refinancing, the company's adjusted debt/EBITDA
approximated 2.4 times as of June 30, 2020. The CFR is also
supported by UHS' considerable scale and strong market positions in
both its acute care hospital and behavioral health segments. The
CFR benefits from the behavioral health business, which has a
national footprint, and affords the company good business and
geographic diversification as a whole. The CFR is constrained by
the necessary response to the COVID-19 pandemic. This significantly
impacted UHS' hospital volumes in March and April, and then again
in late-June and July, albeit to a lesser extent, as COVID-19 cases
surged in many of its acute care hospital markets. Elective
surgeries at UHS' hospitals in July represented 85%-90% of
pre-pandemic volumes. The CFR also reflects geographic
concentration within its acute care business. Further, the rating
is constrained by general industry-wide hospital challenges
relating to cost and reimbursement pressures.
The stable outlook reflects Moody's view that UHS' liquidity will
be strong enough to mitigate near-term business headwinds. It also
reflects Moody's expectation that demand for UHS' services will
return to pre-pandemic levels in 2021.
With respect to governance, UHS has operated with uniquely low
leverage relative to other for-profit hospital operators. That
said, the company has not committed to a public leverage target. As
a for-profit hospital operator, UHS faces high social risk. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety. Beyond coronavirus, the affordability of hospitals, the
lack of price transparency, and the practice of balance billing
have garnered substantial social and political attention.
Additionally, hospitals rely on Medicare and Medicaid for a
substantial portion of reimbursement. Any changes to reimbursement
to Medicare or Medicaid directly impacts hospital revenue and
profitability. In addition, the social and political push for a
single payor system would drastically change the healthcare system,
resulting in significant headwinds to hospital companies'
earnings.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
UHS' ratings could be downgraded if the company undertakes
significant debt-financed acquisitions or cash payouts to
shareholders. A downgrade could also result if debt/EBITDA is
sustained above 3.5 times.
The ratings could be upgraded if UHS maintains conservative
financial policies and a disciplined approach to capital
deployment. An upgrade could occur if Moody's expects debt/EBITDA
to be sustained below 2.5 times.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Universal Health Services, Inc., based in King of Prussia,
Pennsylvania, owned and operated 26 acute care hospitals and 331
behavioral health centers (300 inpatient and 31 outpatient) as of
June 30, 2020. Facilities are located in 37 states, Washington,
D.C., the United Kingdom, Puerto Rico and the U.S. Virgin Islands.
Revenues are approximately $11.3 billion.
URSA PICEANCE: Sept. 14 Deadline Set for Committee Questionnaires
-----------------------------------------------------------------
Ursa Piceance Holdings LLC and its affiliates, which filed for
Chapter 11 protection, authorize the United States Trustee to
appoint an Official Committee of Unsecured Creditors in its
bankruptcy case. The Committee represents the interests, and acts
on behalf, of all unsecured creditors.
If a party wishes to be considered for membership on the Committee,
it must complete a required Questionnaire available at
https://tinyurl.com/y2kol7oe and return it via email to
Joseph.McMahon@usdoj.gov and Richard.Schepacarter@usdoj.gov at the
Office of the United States Trustee so that it is received no later
than Monday, Sept. 14, 2020 at 5:00 p.m.
Under the Bankruptcy Code, the Committee has the right to demand
that the debtor consult with the Committee before making major
decisions or changes, to request the appointment of a trustee or
examiner, to participate in the formation of a plan of
reorganization, and in some cases, to propose its own plan of
reorganization.
About Ursa Piceance Holdings
Ursa Piceance Holdings LLC -- http://www.ursaresources.com-- is
engaged in the development and production of oil and gas in the
Piceance Basin, principally in rural areas of Western Colorado.
The Company's operations are focused on natural gas and natural gas
liquids.
Ursa Piceance Holdings LLC and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case
No. 20-12065) on Sept. 2, 2020. The petitions were signed by Jamie
Chronister, chief restructuring officer. Hon. Karen B. Owens
oversees the cases.
The Debtor posted estimated Assets of $100 million to $500 million
and estimated Liabilities: $100 million to $500 million.
Sidley Austin LLP has been tapped as general bankruptcy counsel to
the Debtors while Young Conaway Stargatt & Taylor LLP has been
tapped as Delaware counsel. Conway MacKenzie Management Services
LLC serves as interim management services provider to the Debtors.
Lazard Freres & Co. LLC is the Debtors' investment banker and Prime
Clerk LLC is the Debtors' claims and noticing agent.
VIRTUOLOTRY LLC: Creditors to Get Paid from Property Sale Proceeds
------------------------------------------------------------------
Virtuolotry, LLC filed with U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division, a Disclosure Statement in
support of Chapter 11 Plan of Reorganization dated July 31, 2020.
The primary purpose of the Plan is to facilitate the resolution and
treatment of the Debtor's outstanding claims, liens, and equity
interests. The Plan contemplates the sale of the Debtor's primary
asset, the Denton Property, to fund its obligations under the
Plan.
Class 5 Unsecured Claims are impaired under the Plan. On and after
the Effective Date, except to the extent that a Holder of a General
Unsecured Claim agrees to different treatment, the Debtor or
Reorganized Debtor, as applicable, shall continue to pay or dispute
each General Unsecured Claim in the ordinary course of business as
if the Bankruptcy Case has never been commenced.
On account of their Class 7 Equity Interests, the Holders of Equity
Interests in the Debtor shall retain their interests in in the
Debtor (which Interests will become Interests in the Reorganized
Debtor post-confirmation).
The Plan incorporates the Court's Order Approving Settlement and
Compromise of Fraudulent Transfer and Wrongful Foreclosure Claims
Pursuant to Federal Rule of Bankruptcy Procedure 9019, entered on
July 24, 2020.
The Reorganized Debtor will market for sale the Denton Property,
and shall use the proceeds from the sale of the Denton Property
first to the pay the Denton Property Closing Costs and any Allowed
Class 1 (Secured Ad-Valorem) claims. The sale proceeds thereafter
remaining (the "Denton Property Gross Sale Proceeds") will next be
used to fund the Westwood Escrow, an amount necessary to pay
Administrative Expenses, including Professional Claims, and an
amount necessary to pay Class 4 (Convenience Claims). Any Denton
Property Gross Sale Proceeds remaining after funding of the
Westwood Escrow, payment of Administrative Expenses, including
Professional Claims, and payment of Class 4 Claims may be used by
the Reorganized Debtor without any restriction.
Contemporaneously with the closing of the sale of the Denton
Property, the Debtor or Reorganized Debtor, as applicable, shall
deposit or cause to be transferred into the Westwood Escrow, from
the Denton Property Gross Sale Proceeds, an amount equal to the
Westwood Escrow Amount. Such amounts shall remain in the Westwood
Escrow until the amount of Westwood Claim is finally determined.
A full-text copy of the Disclosure Statement dated July 31, 2020,
is available at https://tinyurl.com/y5e7fagd from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Jason P. Kathman
Megan F. Clontz
PRONSKE & KATHMAN, P.C.
2701 Dallas Pkwy, Suite 590
Plano, Texas 75093
Tel: (214) 658-6500
Fax: (214) 658-6509
E-mail: jkathman@pronskepc.com
E-mail: mclontz@pronskepc.com
About Virtuolotry
Virtuolotry, LLC, a company engaged in renting and leasing real
estate properties, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-33900) on Nov. 22,
2019. At the time of the filing, the Debtor had estimated assets
of less than $50,000 and liabilities of between $1 million and $10
million. Judge Harlin DeWayne Hale oversees the case. Jason
Patrick Kathman, Esq., at Pronske & Kathman, P.C., is the Debtor's
legal counsel.
VOLUSION LLC: Hires Mr. Stallkamp of Conway MacKenzie as CRO
------------------------------------------------------------
Volusion, LLC, seeks authority from the U.S. Bankruptcy Court for
the Southern District of Texas to employ Mr. Timothy B. Stallkamp
of Conway MacKenzie Management Services, LLC, as chief
restructuring officer to the Debtor.
Volusion, LLC requires Conway MacKenzie to:
(a) oversee all cash and liquidity management, including
direct authority for disbursements;
(b) evaluate and lead the preparation of a weekly 13-week cash
flow forecast;
(c) lead treasury functions including disbursements of Debtor
monies, assets or other value; debt monitoring,
compliance, and banking relationships;
(d) lead accounting functions including payroll, tax and the
books and records of the Debtor;
(e) lead financial management functions, including review of
monthly financial statements and various financial
reporting packages;
(f) evaluate company management and key personnel (including
non-employee contractors) at the Debtor, including
providing recommendations to the Board as to both
retention and termination for company personnel as well as
company contractors;
(g) identify and execute on operational improvements, fixed
cost reductions, and restructuring initiatives and
implement appropriate go-forward cost structure,
subject to Board approval;
(h) provide leadership and operational execution on various
company operations, including finance, accounting, human
resources, and technology/security, subject to Board
authority;
(i) evaluate the reasonableness of the Debtor's financial
projections and operating plan and assist with go-forward
recommendations;
(j) review the Debtor's capital needs and make recommendations
to the Board as to any restructuring scenario(s) that will
maximize value to the Debtor's stakeholders;
(k) lead the Debtor in communications with key constituents,
as requested, including lenders, equity holders,
customers, and/or other stakeholders;
(l) lead management, where appropriate, in communications and
negotiations with stakeholders critical to the successful
execution of the Debtor's business plan;
(m) render duties and functions granted to the Chief
Restructuring Officer by the Unanimous Written Consent of
the Board of Managers of the Debtor dated as of June 24,
2020; and
(n) provide other services as deemed appropriate and as agreed
to by the Firm.
Conway MacKenzie will be paid at these hourly rates:
Managing and Senior Managing Directors $660 to $1,185
Analysts, Senior Associates, and Directors $300 to $600
Conway MacKenzie is currently holding a retainer in the amount of
$8,528.
Conway MacKenzie will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Timothy B. Stallkamp, a senior managing director of Conway
MacKenzie, 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.
Conway MacKenzie can be reached at:
Timothy B. Stallkamp
CONWAY MACKENZIE MANAGEMENT
SERVICES, LLC
401 South Old Woodward Avenue, Suite 340
Birmingham, MI 48009
Tel: (248) 433-3100
Fax: (248) 433-3143
About Volusion
Volusion, LLC -- http://www.volusion.com/-- is an ecommerce
software company based in Austin, TX. The Company designs and
builds custom websites for clients.
Volusion, LLC, based in Austin, TX, filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 20-50082) on July 27, 2020. The Hon.
David R. Jones oversees the case.
In the petition signed by CRO Timothy B. Stallkamp, the Debtor was
estimated to have $10 million to $50 million in both assets and
liabilities.
JACKSON WALKER LLP, serves as bankruptcy counsel to the Debtor.
CONWAY MACKENZIE MANAGEMENT SERVICES, LLC, is the restructuring
advisor.
VOLUSION LLC: Seeks to Hire Jackson Walker as Counsel
-----------------------------------------------------
Volusion, LLC, seeks authority from the U.S. Bankruptcy Court for
the Southern District of Texas to employ Jackson Walker LLP, as
counsel to the Debtor.
Volusion, LLC, requires Jackson Walker to:
(a) advise the Debtor with respect to its powers and duties as
debtor in possession in the continued management and
operation of its business and property;
(b) advise and consult on the conduct of this chapter 11 case,
including all of the legal and administrative requirements
of operating in chapter 11;
(c) attend meetings and negotiating with representatives of
creditors and other parties in interest;
(d) take all necessary actions to protect and preserve the
Debtor's estate, including prosecuting actions on the
Debtor's behalf, defending actions commenced against the
Debtor, and representing the Debtor in negotiations
concerning litigation in which the Debtor is involved,
including objections to claims filed against the Debtor's
estate;
(e) prepare pleadings in connection with this chapter 11 case,
including motions, applications, answers, orders, reports,
and papers necessary or otherwise beneficial to the
administration of the Debtor's estate;
(f) represent the Debtor in connection with obtaining
authority to continue using cash collateral and
postpetition financing;
(g) advise the Debtor in connection with any potential sale of
assets;
(h) appear before the Court and any appellate courts to
represent the interest of the Debtor's estate;
(i) advise the Debtor regarding tax matters;
(j) take any necessary action on behalf of the Debtor 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 Debtor
in connection with the prosecution of this chapter 11
case, including but not limited to: (i) analyzing certain
of the Debtor's leases and contracts and the assumption
and assignment or rejection thereof; (ii) analyzing the
validity of certain liens against the Debtor; and (iii)
advising the Debtor on corporate, litigation, and other
matters.
Jackson Walker will be paid at these hourly rates:
Matthew D. Cavenaugh $750
Jennifer F. Wertz $600
Attorneys $420 to $895
Legal Assistants $185
On July 6, 2020, Jackson Walker received a retainer of $50,000.
Jackson Walker will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: The rates of other restructuring attorneys in the
Firm range from $420 to $895 per hour, and the
legal assistant rate is $185.00 per hour. The Firm
represented the Debtor during the week immediately
before the Petition Date, using the foregoing
hourly rates.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: No.
Matthew D. Cavenaugh, a partner of Jackson Walker LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Jackson Walker can be reached at:
Matthew D. Cavenaugh, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4284
E-mail: mcavenaugh@jw.com
About Volusion, LLC
Volusion, LLC -- http://www.volusion.com/-- is an ecommerce
software company based in Austin, TX. The Company designs and
builds custom websites for clients.
Volusion, LLC, based in Austin, TX, filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 20-50082) on July 27, 2020. The Hon.
David R. Jones presides over the case.
In the petition signed by CRO Timothy B. Stallkamp, the Debtor was
estimated to have $10 million to $50 million in both assets and
liabilities.
JACKSON WALKER LLP, serves as bankruptcy counsel to the Debtor.
CONWAY MACKENZIE MANAGEMENT SERVICES, LLC, is the restructuring
advisor.
WADE PARK: Gets Approval to Hire Stone & Baxter as Legal Counsel
----------------------------------------------------------------
Wade Park Land Holdings, LLC and Wade Park Land, LLC received
approval from the U.S. Bankruptcy Court for the Northern District
of Georgia to hire Stone & Baxter, LLP as their legal counsel.
The firm will provide the following services in connection with
Debtors' Chapter 11 cases:
a. give Debtors legal advice with respect to their powers and
duties;
b. prepare necessary legal papers;
c. continue existing litigation;
d. take necessary actions for the proper preservation and
administration of Debtors' estates;
e. assist Debtors in the preparation and filing of their
statement of financial affairs, bankruptcy schedules and creditors'
lists;
f. assist Debtor in obtaining approval to use their property
pledged as collateral;
g. assert, as directed by Debtors, all claims through
litigation in any court of competent jurisdiction; and
h. assist Debtors in connection with claims for taxes made by
governmental units.
The firm's standard rates for its attorneys range between $175 and
$525 per hour. Paralegals and research assistants charge $135 per
hour.
David Bury Jr., Esq., a partner at Stone & Baxter, disclosed in
court filing 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:
Ward Stone, Jr., Esq.
David L. Bury, Jr., Esq.
Matthew S. Cathey, Esq.
Stone & Baxter, LLP
Suite 800, Fickling & Co. Bulding
577 Mulberry Street
Macon, GA 31201-8256
Telephone: (478) 750-9898
Facsimile: (478) 750-9899
Email: wstone@stoneandbaxter.com
dbury@stoneandbaxter.com
mcathey@stoneandbaxter.com
About Wade Park Land Holdings
Wade Park Land Holdings, LLC and Wade Park Land, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga.
Lead Case No. 20-11192) on Aug. 26, 2020. The petitions were
signed by Stanley E. Thomas, authorized representative.
At the time of the filing, Wade Park Land Holdings had estimated
assets of between $100 million and $500 million and liabilities of
between $100 million and $500 million. Wade Park Land had an
estimated assets of between $100 million and $500 million and
liabilities of between $50 million and $100 million.
Stone & Baxter, LLP is Debtors' legal counsel.
WEEKLEY HOMES: Moody's Rates Proposed $400MM Unsec. Notes 'B1'
--------------------------------------------------------------
Moody's Investors Service (Moody's) assigned a B1 rating to Weekley
Homes, LLC's proposed $400 million notes due 2028. Weekley Homes'
other ratings and stable outlook remain unchanged. The proceeds of
the new notes, along with cash on hand, will be used to refinance
the company's $200 million 6% senior unsecured notes due 2023 and
$250 million 6.625% senior unsecured notes due 2025. The
transaction is credit positive, reflecting a modest reduction in
leverage, annual interest savings and an improved debt maturity
profile. Pro forma for the transaction, homebuilding debt to total
capitalization would have been 40.3% at June 30, 2020.
Assignments:
Issuer: Weekley Homes, LLC
Senior Unsecured Notes, Assigned B1 (LGD4)
RATINGS RATIONALE
Weekley Homes' B1 Corporate Family Rating (CFR) reflects the
company's successful asset-lite business model, which minimizes
land impairment risk associated with long land exposure. The rating
also incorporates solid credit metrics, including gross operating
margin above the industry average, low leverage and high interest
coverage. These factors are offset by the company's geographic
concentration in the state of Texas, which represents roughly 45%
of annual revenues. Finally, the home building sector is facing
broad based affordability challenges which is expected to constrain
growth.
Weekley Homes' proposed and existing senior notes are unsecured and
the creditors have the same priority of claim as Weekley Homes'
unsecured revolving credit facility. The B1 rating assigned to the
senior unsecured notes, at the same level with the CFR, reflects
that this class of debt represents the preponderance of debt in the
capital structure.
Moody's expects Weekley Homes to maintain good liquidity over the
next 12 to 18 months. In addition to $119 million of unsecured cash
at June 30, 2020, the company had full availability on its $400
million unsecured revolver.
As a family owned, private homebuilder, the company pays dividends
to cover tax obligations of shareholders as well as a discretionary
profit distribution. The discretionary profit distribution has
currently been capped at 15% of net income, which should help
support future deleveraging efforts.
The stable outlook reflects Moody's expectation that Weekley Homes
will continue to diversify its geographic presence while
maintaining a conservative capital structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Moody's stated that an upgrade would be predicated on profitable
growth such that total revenue exceeds $3 billion, while
geographical diversity continues to improve and gross margin is
maintained at or above 21%. An upgrade would also require adjusted
homebuilding debt to book capitalization to remain below 45%
consistently throughout the year and homebuilding interest coverage
to be sustained above 4.0x.
A downgrade could result should homebuilding debt to book
capitalization be sustained above 55%, the company engages in
aggressive shareholder friendly activities or if the company's
liquidity profile weakens.
Established in 1976 and headquartered in Houston, TX, Weekley
Homes, LLC is one of the largest private homebuilders in the US,
constructing entry level, first move-up, second move-up, and custom
homes. Owned entirely by the Weekley family, senior management, a
charitable trust and an ESOP, the company has a presence in 20
metropolitan areas across 12 states. For the 12 months ended June
30, 2020, the company generated approximately $2.3 billion in
revenues and $164 million in net income.
The principal methodology used in this rating was Homebuilding and
Property Development Industry published in January 2018.
X-TREME BULLETS: Court Approves Disclosure Statement
----------------------------------------------------
Judge Bruce T. Beesley has ordered that the X-Treme Bullets, Inc.,
et al.'s First Amended Disclosure Statement is approved.
Sept. 16, 2020 at 3:00 p.m. is fixed as the date and time for the
hearing on the confirmation of the Debtors' First Amended Plan.
Aug. 26, 2020 is fixed as the last day for creditors, equity
security holders, or any other parties-in-interest to file and
serve an objection to the confirmation of the First Amended Plan.
Any Plan Objection must be filed with the Court by 5:00 p.m.
Pacific Time on August 26, 2020, and served such that the Plan
Objection is actually received, by 5:00 p.m. Pacific Time on August
26, 2020.
Aug. 26, 2020 is fixed as the last day for equity security holders
and creditors entitled to vote on the First Amended Plan to return
to the Debtors’ counsel a Ballot to accept or reject the First
Amended Plan, such that the Ballot is actually received, by 5:00
p.m. Pacific Time on August 26, 2020.
Sept. 9, 2020 is fixed as the last day for the Debtors to file and
serve the following pleadings: (a) a brief in support of the
confirmation of the First Amended Plan; (b) a tally of the Ballots
received with respect to the confirmation of the First Amended
Plan; and (c) declarations and any other evidence in support of the
confirmation of the First Amended Plan.
Sept. 9, 2020 is fixed as the last day for the Debtors or any other
party-in-interest to file and serve a reply to any Plan Objection.
Any Reply must be filed with the Court by 5:00 p.m. Pacific Time on
September 9, 2020, and served such that the Reply is actually
received, by 5:00 p.m. Pacific Time on September 9, 2020.
General Insolvency Counsel for Debtors:
ROBERT E. OPERA
PETER W. LIANIDES
WINTHROP GOLUBOW HOLLANDER, LLP
1301 Dove Street, Suite 500
Newport Beach, CA 92660
Telephone: (949) 720-4100
Facsimile: (949) 720-4111
E-mail: ropera@wghlawyers.com
plianides@wghlawyers.com
STEPHEN R. HARRIS
HARRIS LAW PRACTICE LLC
6151 Lakeside Drive, Suite 2100
Reno, NV 89511
Telephone: (775) 786-7600
steve@harrislawreno.com
About X-Treme Bullets
X-Treme Bullets, Inc., and its subsidiaries are in the business of
manufacturing and selling small arms ammunition components,
assembling ammunition, custom building ammunition manufacturing
equipment, and repairing and refurbishing existing ammunition
manufacturing equipment. They sell ammunition from company-owned
brands, which they manufacture in-house, as well as ammunition
from
third-party brands, which they source as finished goods. They
operate a production facility in Carson City, Nevada and operate
four facilities in Idaho, including three production facilities and
one distribution center.
X-Treme Bullets and certain affiliates filed sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
18-50609) on June 8, 2018. In the petition signed by David Howell,
president, the Debtor was estimated to have assets and liabilities
at $10 million to $50 million.
The case is assigned to Judge Bruce T. Beesley.
The Debtor tapped Harris Law Practice LLC as counsel, and Winthrop
Couchot Golubow Hollander, LLP, as co-counsel. J. Michael Issa of
GlassRatner Advisory & Capital Group, LLC, serves as chief
restructuring officer.
On July 23, 2018, the U.S. Trustee for Region 17 appointed an
official committee of unsecured creditors in the case. The
Committee retained Goldstein & McClintock LLLP as its counsel.
YUM! BRANDS: Moody's Rates Proposed $1.05-Bil. Unsec. Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Yum! Brands
Inc.'s proposed $1.05 billion senior unsecured note offering. All
other ratings remain unchanged including Yum's Ba2 Corporate Family
Rating, Ba2-PD Probability of Default Rating (PDR) and B1 senior
unsecured ratings. KFC Holdings CO.'s (KFC) Ba1 senior secured
ratings and Ba3 senior unsecured ratings also remain unchanged.
Yum's Speculative Grade Liquidity rating is SGL-2 and the outlook
is negative.
Proceeds from the proposed $1.05 billion senior unsecured notes
offering at Yum will be used repay $1.05 billion of outstanding
senior unsecured notes at KFC as well as general corporate
purposes.
Assignments:
Issuer: Yum! Brands Inc.
Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5)
RATINGS RATIONALE
Yum's credit profile benefits from the continuation of drive-thru,
delivery and curbside pick-up operations which has provided a base
level of revenues at its franchise locations as they navigate the
restaurant restrictions enacted by local jurisdictions in response
to COVID-19. Moody's expect quick service restaurants such as Yum
to fair better in the current operating environment. Yum's credit
profile is also supported by its good liquidity largely provided by
its significant cash balances which support its ability to manage
through several months of significant revenue declines. Moody's
expect that Yum will manage the business to preserve liquidity and
then use cash flow to reduce debt once the crisis subsides. Yum
also benefits from its significant scale, geographic reach, brand
diversity and franchise-based business model which helps add
stability to revenues and earnings as compared to some other
restaurant operators and reduces overall capital requirements. Yum
is constrained by its relatively high leverage driven in part by
its target leverage of about 5.0 times (as defined by Yum) and
reliance on securitizations to support cash flows. For the LTM
period ending June 30, 2020, debt to EBITDA exceeded 6.7 times as
calculated by Moody's.
The negative outlook reflects the risk that there may be a
sustained weakening in Yum's credit metrics as the company faces
significant uncertainty surrounding the potential length and
severity of restaurant restrictions and the ultimate impact it will
have on Yum's revenues, earnings and liquidity. The outlook also
takes into account the negative impact on consumers ability and
willingness to spend on eating out until the crisis materially
subsides.
The rapid spread of the coronavirus outbreak, deteriorating global
economic outlook, low oil prices, and high asset price volatility
have created an unprecedented credit shock across a range of
sectors and regions. The restaurant sector has been one of the
sectors most significantly affected by the shock given its
sensitivity to consumer demand and exposure to widespread location
restrictions and closures. Moody's regards the coronavirus outbreak
as a social risk under its ESG framework, given the substantial
implications for public health and safety.
Yum's board of directors is a good mix of industry and industry
related experience, as well as directors with large company
experience and varied periods of board tenure. Yum's board has 12
members, 11 of which are independent. The board's involvement in
business strategy, succession planning and responsible leadership
are also important qualitative factors and served it well during
the orderly transition and appointment of two different CEO's over
the past 5-years.
Restaurants are deeply entwined with sustainability, social and
environmental concerns given their operating model with regards to
sourcing food and packaging, as well as having an extensive labor
force and constant consumer interaction. To this end, Yum's has a
publicly stated goal to reduce average restaurant energy use and
greenhouse gas emissions by an additional 10 percent by the end of
2025. While these may not directly impact the credit, these factors
could impact brand image and result in a more positive view of the
brand overall.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could result in an upgrade include a sustained
improvement in Pizza Hut US while maintaining good operating
performance at KFC and Taco Bell along with a financial policy that
results in debt to EBITDA of around 5.0 times and EBIT to Interest
of about 3.0 times on a sustained basis.
Factors that could result in a downgrade include a sustained
deterioration in credit metrics despite a lifting of restrictions
on restaurants and a subsequent recovery in earnings and liquidity
with adjusted debt to EBITDA remaining at or above 5.7 times or
EBIT to Interest below 2.5 times.
Yum is headquartered in Louisville, Kentucky, and is the owner,
operator and franchisor of quick service restaurants with brands
that include KFC, Taco Bell, Pizza Hut and The Habit Burger.
Revenues are around $4.2 billion (excluding franchisee
contributions for advertising) although systemwide sales exceed $52
billion.
The principal methodology used in these ratings was Restaurant
Industry published in January 2018.
[^] BOOK REVIEW: The Rise and Fall of the Conglomerate Kings
------------------------------------------------------------
Author: Robert Sobel
Publisher: Beard Books
Softcover: 240 pages
List Price: $34.95
Review by David Henderson
Order your personal copy today at http://is.gd/1GZnJk
The marvelous thing about capitalism is that you, too, can be a
Master of the Universe. If you are of a certain age, you will
recall that is the name commandeered by Wall Street bond traders in
their Glory Days. Being one is a lot like surfing: you have to
catch the crest of the wave just right or you get slammed into the
drink, and even the ride never lasts forever. There are no Endless
Summers in the market.
This book is the behind-the-scenes story of the financial wizards
and bare-knuckled businessmen who created the conglomerates, the
glamorous multi-form companies that marked the high noon of
post-World War II American capitalism. Covering the period from
the end of the war to 1983, the author explains why and how the
conglomerate movement originated, how it mushroomed, and what
caused its startling and rapid decline. Business historian Robert
Sobel chronicles the rise and fall of the first Masters of the
Universe in the U.S. and describes how the era gave rise to a cadre
of imaginative, bold, and often ruthless entrepreneurs who took
advantage of a buoyant stock market to create giant enterprises,
often through the exchange of overvalued paper for real assets. He
covers the likes of Royal Little (Textron), Text Thornton (Litton
Industries), James Ling (Ling-Temco-Vought), Charles Bludhorn (Gulf
& Western) and Harold Geneen (ITT). This is a good read to put the
recent boom and bust in a better perspective.
While these men had vastly different personalities and processes,
they had a few things in common: ambition, the ability to seize
opportunities that others were too risk-averse to take, willing
bankers, and the expansive markets of the 1960s. There is
something about an expansive market that attracts and creates
Masters of the Universe. The Greek called it hubris.
The author tells a good joke to illustrate the successes and
failures of the period. It seems the young son of a Conglomerateur
brings home a stray mongrel dog. His father asks, "How much do you
think it's worth?" To which the boy replies, "At least $30,000."
The father gently tries to explain the market for mongrel dogs, but
the boy is undeterred and the next afternoon proudly announces that
he has sold the dog for $50,000. The father is proudly
flabbergasted, "You mean you found some fool with that much money
who paid you for that dog?" "Not exactly," the son replies, "I
traded it for two $25,000 cats."
While it lasted, the conglomerate struggles were a great slugfest
to watch: the heads of giant corporations battling each other for
control of other corporations, and all of it free from the rubric
of "synergy." Nobody could pretend there was any synergy between
U.S. Steel and Marathon Oil. This was raw capitalist power at
work, not a bunch of fluffy dot.commies pretending to defy market
gravity.
History repeats itself, endlessly, because so few people study
history. The stagflation of the 1970s devalued the stock of
conglomerates and made it useless a currency to keep the schemes
afloat. The wave crashed and waiting on the horizon for the next
big wave: the LBO Masters of the 1980s.
Robert Sobel was born in 1931 and died in 1999. He was a prolific
chronicler of American business life, writing or editing more than
50 books and hundreds of articles and corporate profiles. He was a
professor of business history at Hofstra University for 43 years
and he a Ph.D. from NYU.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
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The Sunday TCR delivers securitization rating news from the week
then-ending.
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Point your Web browser to http://TCRresources.bankrupt.com/and use
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2020. All rights reserved. ISSN: 1520-9474.
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