/raid1/www/Hosts/bankrupt/TCR_Public/201007.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, October 7, 2020, Vol. 24, No. 280
Headlines
AB KITCHEN CABINETS: US Trustee Objects to Disclosure Statement
ACCESSORAMA LLC: Gets Interim OK to Hire Behar Gutt as Counsel
AETHON UNITED: Fitch Withdraws 'B-(EXP)' IDR on Bond Completion
AGUPLUS LLC: Gets OK to Hire Goodsill Anderson as Special Counsel
ALI A. SABERIOON: Examiner Hires Concierge to Sell Houston Property
ALLEN SUPPLY: Seeks Plan Exclusivity Extension Thru Dec. 8
ALLIANT HOLDINGS: Moody's Affirms 'B3' CFR, Outlook Stable
ALTHAUS FAMILY: Green Bear Buying Temperance Property for $6.2M
AMAZING SECURITY: Seeks to Hire Grossbart Portney as Counsel
ANCHOR GLASS: Moody's Lowers CFR to Caa1, Outlook Negative
ARANDELL HOLDINGS: Oct. 16 Hearing on Bid Procedures for All Assets
ASCENA RETAIL: Ch. 11 Plan Violates Bankruptcy Code, Says Watchdog
ASHFORD HOSPITALITY: Culminates $1.2B Forbearance Deal With Lenders
ATLANTIC & PACIFIC: Veil-Piercing Claims vs Yorktown et al. Junked
BAQUERA'S CHILE PRODUCTS: Files for Chapter 12 Bankruptcy
BAUMANN & SONS: Court Extends Plan Exclusivity Until Next Year
BEACH ON DUVAL: Case Summary & 8 Unsecured Creditors
BEIGNET INC: Seeks to Hire George Ortiz Law as Legal Counsel
BELFOR HOLDINGS: Moody's Alters Outlook on B1 CFR to Stable
BILLINGS LODGE: Quarterly Payment to Paigeville Accounting Okayed
BLACKWOOD REDEVELOPMENT: Unsecureds be Paid From Collateral Sale
BLUE PRAIRIE: Plan Exclusivity Period Extended Until Oct. 30
BURLESON HOME: Seeks Approval to Tap Hajjar Peters as Counsel
CHEETAH RENTALS: Seeks to Hire James S. Wilkins as Legal Counsel
CHESAPEAKE ENERGY: Seek Approval to Hire PwC as Auditor
COASTAL INTERNATIONAL: Says Fourth Amended Disclosures Inadequate
COLORADO WINDOW: Wins Confirmation of Small Business Plan
CONTRACT TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
COSMOLEDO LLC: Rosenburg Represents 3rd and 87th, Central Park
CREATIVE REALITIES: Incurs $2.46-Mil. Net Loss in Second Quarter
CREATIVE REALITIES: Signs 9th Amendment to Slipstream Loan Pact
DALLAS EUROPEAN: Plan Not Proposed in Good Faith, Says City Bank
DETROIT, MI: Moody's Rates Series 2020 $80MM GO Bonds 'Ba3'
DFW WHEEL: Files Voluntary Chapter 7 Bankruptcy Petition
DIBELLA GENERAL: U.S. Trustee Wins Case Dismissal
DMP VENTURES: Files Voluntary Chapter 7 Bankruptcy Petition
DPW HOLDINGS: May Sell up to $8.97M Worth of Common Stock
ETS of WASHINGTON: Seeks Approval to Tap Samuelson Law as Counsel
EXAMINATION MANAGEMENT: Subject to Involuntary Chapter 7 Petition
FIZZ & BUBBLE: Says Sale of All Assets to Address Plan Concerns
FRIENDS OF CITRUS: Plan Exclusivity Extended Until December 6
FUELCELL ENERGY: Closes Public Offering of 50M Common Shares
GARRETT MOTION: Ropes & Gray Represents Noteholder Group
GAVILAN RESOURCES: Mesquite's $50M Bid Wins Bankruptcy Auction
GEMINI REALTY: Small Business Plan Confirmed
GEORGIA DIRECT: Seeks to Hire Overturf Fowler as Legal Counsel
GNIRBES INC: Wins Nov. 21 Extension of Plan Exclusivity Period
GREEN4ALL ENERGY: Plan Exclusivity Extended Thru January 2021
H2 BEVERAGES: Beverage Manufacturer Files for Chapter 11
HAGUE TEXTILES: Unsecureds to Get 20% Dividend in Plan
HARBOR FREIGHT: Moody's Rates $3BB Senior Secured Term Loan 'Ba3'
HEAVEN'S LANDING: Case Summary & 2 Unsecured Creditors
HI-CRUSH INC: Unsecureds to Recover 26.2% to 37.4% in Plan
HIGH GROUND: Pender's Foreclosure Sale of Roswell Property Approved
HOLLINGSWORTH FARMS: Taps Espy Metcalf as Legal Counsel
HRB PROPERTIES: Seeks to Hire Caddell Reynolds as Legal Counsel
INNOVATION PHARMACEUTICALS: FDA Grants Pre-IND Meeting Request
IQOR HOLDINGS: Seeks Approval to Tap Kirkland & Ellis as Counsel
IQOR HOLDINGS: Seeks to Hire Evercore Group as Investment Banker
IQOR HOLDINGS: Seeks to Tap Jackson Walker as Conflicts Counsel
ISHI 30A LLC: Files Voluntary Chapter 7 Bankruptcy Petition
J WICK PRODUCTIONS: Court Confirms Stipulated Plan
JAKE TRUCKING: Seeks to Hire Noah R. Friend as Legal Counsel
JAMES M. THOMPSON: Unsecureds to Get Share of Income for 60 Months
JASON INDUSTRIES: Files Immaterial Modifications to Plan
JRNA INC: Gets Approval to Hire McLaughlin & Glazer as Counsel
K&W CAFETERIAS: Hires Dixon Hughes Goodman as Accountant
K&W CAFETERIAS: Taps SC&H Group as Financial Advisor
L.S.R. INC: Unsecureds Will Get Share of Brickstreet Sale Proceeds
LAKES EDGE: Seeks to Tap Bennett-Guthrie PLLC as Bankruptcy Counsel
LAPIN SYSTEMS: Plan Confirmation Hearing Set for November 18
LDG001 LLC: Case Summary & 7 Unsecured Creditors
LIBBEY GLASS: Unsecured Creditors to Get $100K in Plan
LOG STORM SECURITY: Court Confirms Reorganization Plan
M2 SYSTEMS: Court Confirms Chapter 11 Plan
MAGNOLIA LANE: Plan Exclusivity Period Extended Thru Nov. 9
MAJESTIC HILLS: Court Extends Plan Exclusivity Thru Dec. 17
MARCO GENERAL: Oct. 7 Continued Hearing on Disc. Statement
MARINER SEAFOOD: Seeks to Hire Salter McGowan as Special Counsel
MARINER SEAFOOD: Seeks to Tap Tully & Holland as Investment Banker
MARLEY STATION: Files Voluntary Chapter 7 Bankruptcy Petition
MIKE HONOVICH: Seeks to Hire B2 Legal Management as Accountant
MOTIV8 INVESTMENTS: Unsecureds to Get 4% Dividend in 60 Months
MOTORS LIQUIDATION: Claimant Counsel's Bid to Escrow Funds Denied
NATIONSTAR MORTGAGE: Moody's Assigns B2 CFR, Outlook Stable
NCR AUTO CORES: Unsecureds Will Get Net Proceeds of Litigation
NEFFGEN FAMILY: Creditors Object to Disclosure Statement
NNN 400 CAPITAL: Seeks Approval to Hire Force Ten, Appoint CRO
NORTHERN OIL: Expects to Close Acquisition Deal with W North
NPC INTERNATIONAL: Seeks to Hire Ernst & Young as Tax Advisor
OAKVIEW CROSSING: Case Summary & 4 Unsecured Creditors
OFFSHORE MARINE: Plan of Reorganization Declared Effective
OLIYAN TACOS: Files for Chapter 11 Bankruptcy Protection
OWENS & MINOR: Moody's Hikes CFR to B2 & Alters Outlook to Pos.
PD-VALMIERA GLASS: Disclosure Statement Hearing Set for Oct. 15
PENINSULA PACIFIC: Moody's Rates $450MM Sr. Unsec. Notes 'Caa1'
PEPI COMPANIES: Hires MACCO Restructuring as Financial Advisor
PEPI COMPANIES: Seeks to Tap Jones Murray as Legal Counsel
PHILADELPHIA SCHOOL: Seeks to Hire Danek Law Firm as Counsel
PON GROUP: Court Approves Disclosure Statement
QUALITY WELDING: Wants Plan Exclusivity Extended Thru November 8
QUARTER HOMES: Seeks to Hire Maria Todd, A&M as Real Estate Broker
QUEST PATENT: Inks Standstill Agreement with Intelligent Partners
RAYS AMERICAN KARATE: Files Voluntary Chapter 7 Bankruptcy Petition
RENAISSANCE HEALTH: Court Confirms Plan and Approves Disclosures
ROBERT J. AMBRUSTER: Seeks Approval to Hire Bankruptcy Attorney
SCHLETTER INC: Gets OK to Hire Tucker Ellis as Special Counsel
SEASONS CORPORATE: Unsecureds Will Get 5% in Committee-Backed Plan
SEMILEDS CORP: Complies with Nasdaq Annual Meeting Requirement
SPORTCO HOLDINGS: Amended Clawback Suit v Wellspring et al. Junked
STEIN MART INC: Cuts Workers in Headquarters in Three Phases
SUMMIT VIEW: Status Conferen on Disclosures & Plan Reset to Oct. 14
TAILORED BRANDS: Files Debt-for-Equity Plan
TANK HOLDING: Moody's Alters Outlook on B3 CFR to Stable
TAX AND FINANCIAL: Seeks to Hire Caddell Reynolds as Legal Counsel
TOWN SPORTS: Oct. 9 Hearing on Bid Procedures for All Assets
TRAVERSE CITY: Seeks Approval to Hire Keller & Almassian as Counsel
VETERINARY CARE: Seeks Court Approval to Hire Grant Thornton
VISTA PROPPANTS: Taps Baker & Hostetler as Special Counsel
VISTA PROPPANTS: Taps Hire Piper Sandler as Investment Banker
WC 4811 SOUTH: Case Summary & 9 Unsecured Creditors
WC SOUTH CONGRESS: Case Summary & 10 Unsecured Creditors
WC TEAKWOOD: Case Summary & 9 Unsecured Creditors
WEST VIRGINIA POWERSPORTS: Seeks Court Approval to Hire Manager
WEST VIRGINIA POWERSPORTS: Taps Caldwell & Riffee as Legal Counsel
WESTINGHOUSE ELECTRIC: Loses Summary Judgment Bid vs Former Staff
WHITE STONE: Seeks November 30 Plan Exclusivity Extension
X-TREME BULLETS: Tax and Trade Bureau's Appeals Junked as Moot
ZACHAIR LTD: Seeks to Hire Womble Bond as Special Counsel
[*] 2020 May Set Retail Bankruptcies Record, Says BDO Research
[*] NY Restaurants That Closed, Filed for Bankruptcy Due to Covid
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AB KITCHEN CABINETS: US Trustee Objects to Disclosure Statement
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The United States Trustee for Region 20, filed an objection to the
Disclosure Statement filed by AB Kitchen Cabinets, Inc.
The U.S Trustee complains that the Disclosure Statement fails to
provide an adequate explanation of the events leading to the
bankruptcy filing.
The U.S Trustee asserts that the Disclosure Statement's discussion
of the Debtor's present financial condition, at 5-6, is inadequate.
According to U.S Trustee, the Disclosure Statement does not contain
the financial information or financial projections into the future
in fulfilment of its proposed plan which is relevant and necessary
for a creditor to adequately decide whether to accept or reject the
plan of reorganization.
The U.S Trustee complains that the Disclosure Statement fails to
set forth the source(s) of the information contained in the
disclosure statement.
The U.S Trustee complains that the Disclosure Statement does not
contain a disclaimer to the effect that approval of the disclosure
statement does not constitute certification by the Court that the
disclosure statement is without inaccuracy.
About AB Kitchen Cabinets
AB Kitchen Cabinets operates a home furniture business in Hobbs,
New Mexico, with a single location and three employees, including
the principals of the company, Javier Bustillos and Maeda
Bustillos.
AB Kitchen Cabinets sought Chapter 11 protection (Bankr. D.N.M.
Case No. 19-11890) on Aug. 16, 2019. At the time of filing, the
Debtor was estimated to have assets and liabilities of less than
$500,000. The petition was signed by Maeda Bustillos, co-owner.
The Debtor employed NM Financial Law, P.C., as counsel; and Jay
Collins and The Financial Firm LLC, as financial advisor and
accountant.
ACCESSORAMA LLC: Gets Interim OK to Hire Behar Gutt as Counsel
--------------------------------------------------------------
Accessorama, LLC received interim approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Behar Gutt &
Glazer, P.A. as its legal counsel.
The services Behar Gutt will render are as follows:
a. advise Debtor with respect to its powers and duties and the
continued management of its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the United States Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the Court;
c. prepare legal documents; and
d. protect the interests of the Debtor in the preparation of a
Chapter 11 plan.
Behar Gutt will be paid on an hourly basis and will be reimbursed
for out-of-pocket expenses incurred.
Brian Behar, Esq., a member of Behar Gutt, disclosed in court
filings that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
Behar Gutt can be reached at:
Brian S. Behar, Esq.
Behar Gutt & Glazer, P.A.
DCOTA, Suite A-350
1855 Griffin Road
Fort Lauderdale, FL 33004
Tel: (305) 931-3771
Fax: (305) 931-3774
Email: bsb@bgglaw.net
About Accessorama LLC
Accessorama, LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-19840) on Sept.
10, 2020. At the time of the filing, Debtor had estimated assets
of between $100,001 and $500,000 and liabilities of between
$500,001 and $1 million. Behar Gutt & Glazer, P.A. serves as
Debtor's legal counsel.
AETHON UNITED: Fitch Withdraws 'B-(EXP)' IDR on Bond Completion
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Fitch Ratings has withdrawn Aethon United BR LP's 'B-(EXP)' Issuer
Default Rating (IDR) and
'B-(EXP)'/'RR4' senior unsecured rating.
Aethon's expected ratings were predicated on the completion of the
announced unsecured bond offering, which was subsequently
withdrawn. The IDR and unsecured ratings were withdrawn as they are
no longer expected to convert to final ratings.
KEY RATING DRIVERS
Note Issuance Withdrawal: On Sept. 15, 2020, Aethon announced their
inaugural unsecured bond offering, the completion of which was
assumed in Fitch's expected ratings of the notes and Aethon's IDR.
As a result of the subsequent withdrawal of the offering, Fitch
does not expect these ratings to convert to final ratings and has
withdrawn Aethon's IDR and unsecured ratings.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
The principal sources of information used in the analysis are
described in the Applicable Criteria.
AGUPLUS LLC: Gets OK to Hire Goodsill Anderson as Special Counsel
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AguPlus, LLC received approval from the U.S. Bankruptcy Court for
the District of Hawaii to employ Goodsill Anderson Quinn and Stifel
as its special counsel.
The firm will assist Debtor in pursuing the bankruptcy estate's
claim in the following cases:
(1) Hannan Ribiyou Kabushikigaisha v. Agu Ramen LLC, Hisashi
Teddy Uehara and Agu Isenberg, LLC, et. al., Civil No. 19-00379
(U.S.D.C. Hawaii);
(2) Hannan Ribiyou Kabushikigaisha v. Personal Representative
of the Estate of Hisashi Teddy Uehara, et al., No. 20-DCV-272740 in
the District Court for the 434th Judicial District of Fort Bend
County, Texas; and
(3) Hannan Ribiyou Kabushikigaisha v. Personal Representative
of the Estate of Hisashi Teddy Uehara, et al., Civil No. 20-0000198
DEO in the Circuit Court of the First Circuit, State of Hawaii.
Goodsill Anderson will be paid at hourly rates as follows:
Johnathan C. Bolton $460
Edmund Saffery $385
Rachel Zelman $325
Christopher P. St. Sure $285
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Johnathan Bolton, Esq., a partner at Goodsill Anderson, disclosed
in court filings that his 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.
Goodsill Anderson can be reached at:
Johnathan C. Bolton, Esq.
Goodsill Anderson Quinn and Stifel
999 Bishop Street, Suite 1600
Honolulu, HI 96813
Tel: (808) 547-5600
Fax: (808) 547-5880
About AguPlus LLC
AguPlus, LLC, a Hawaii-based company that operates ramen
restaurants, and its affiliate Agu-V, Inc. filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Hawaii Lead Case No. 19-01529) on Nov. 29, 2019.
In the petitions signed by Rika Takahashi, manager, AguPlus was
estimated to have $500,000 to $1 million in assets and $10 million
to $50 million in liabilities while Agu-V was estimated to have
$500,000 to $1 million in assets and $500,000 to $1 million in
liabilities.
Judge Robert J. Faris oversees the case. O'Connor Playdon Guben &
Inouye LLP serves as Debtor's legal counsel.
ALI A. SABERIOON: Examiner Hires Concierge to Sell Houston Property
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Randy W. Williams, Examiner of Ali A. Saberioon, asks the U.S.
Bankruptcy Court for the Southern District of Texas to authorize
his retention of Concierge Auctions, LLC to assist him in selling
the real property located at 8823 Harness Creek Lane, Houston,
Texas by public auction.
For over two years, the Debtor listed the Property with Martha
Turner Sotheby's International Realty for sale at a list price of
$28 million. After the Examiner's appointment, he inspected the
Property with the Debtor and the Debtor's counsel, and then began
arranging interviews with potential brokers and auctioneers,
including the current listing broker. All those interviewed,
including the Debtor's listing broker, agreed that the list price
of $28 million was not realistic and in fact left potential buyers
with the impression that the Debtor was not interested in selling
the Property. The Debtor unsuccessfully appealed the Order
authorizing the Examiner's retention of Martha Turner.
The Debtor built the Property almost 20 years ago and has a high
opinion of its quality and value. He based his listing price on
what he considers comparable listing prices of other homes. The
home is located in a gated community in the Memorial area of
Houston, Texas. While a "safe" and certainly exclusive
neighborhood, the house is not located in the most sought-after
luxury neighborhood in Houston.
The Debtor listed the property for over two years at an unrealistic
price. The Examiner with the assistance of Martha Turner and
Kellie Geitner reduced the listing to $12.5 million and the later
reduced the listing price to just below $10 million. Since listed
by the Examiner, and despite significant advertising and listing on
MLS, the Harness Creek Property has showed only twice. He does not
believe that further reductions in list price are warranted and
that the market needs to be convinced that the Harness Creek
Property will be sold.
Originally the Examiner interviewed three auctioneers before
deciding to list the Property. Two of those auctioneers, Concierge
and Platinum Luxury Auctions had very impressive credentials in
selling real estate like the Property and submitted the best
proposals. Concierge and Platinum submitted new proposals and both
did not favor any reduction in the current list price. After
consideration of the two proposals, the Examiner selected
Concierge.
The Examiner asks authority to retain Concierge to conduct a public
auction on Nov. 21, 2020 on the terms set forth in Exhibit A.
Kellie Geitner will continue to list the Property and agrees to
work with Concierge. Concierge Auctions is one of the premier
auction companies in the United States focused on selling high end
residential real estate.
The proposed compensation of Concierge is a 12% buyer's premium
which in the high-end auction market is in the opinion of the
Examiner reasonable. Concierge does not require any advance for
expenses and is not seeking recovery of expenses. After Concierge
is retained, any sale by contract, as opposed to auction, will be
subject to the buyer's premium, and the Examiner agrees to
incorporate such terms in any sale contract. If the Property goes
under contract prior to the Auction, the Examiner will seek court
authority to sell the Property pursuant to the Agreement.
To the extent the current listing agreement between the Examiner
and Martha Turner is still in effect, it will be deemed cancelled
and/or terminated on the date of the public auction, Nov. 21, 2020.
The Examiner believes that pursuant to the confirmed plan, the
Debtor had and has an obligation to maintain the Property in its
best condition for sale. As a result, he asks that in addition to
approving the retention of the Auctioneer, the Court approves the
marketing, inspections, showings and auction, and directs the
Debtor to cooperate with Concierge and continue to cooperate with
the Examiner and Martha Turner.
The Debtor and his family (and/or any invitee of the Debtor or his
family) should be required to maintain all insurance and utilities
during their term of their occupancy. In addition, the Examiner
asks that the Debtor and his family (and/or any invitee of the
Debtor or his family) be required to vacate the Property at least
one hour before and continuing throughout all inspections and/or
showings (and provide Concierge, Kellie Geitner and Examiner with
the ability to access, inspect and show the Property without the
Debtor and his family, or any of their respective invitees,
present). Reasonable notice of at least24 hours will be given by
Concierge, Kellie Geitner and the Examiner for inspections and/or
showings. If the Debtor intends to be absent from the Property for
a day or more, the Debtor will provide the Examiner with at least
24 hours of notice of any such departure and will designate a
contact person who will provide access to the Property in the
Debtor's absence.
The Debtor must cooperate with the Examiner and his professionals
so that the Property can be successfully marketed and sold. In
this regard, the Examiner asks that the Debtor be ordered to
provide an inventory of the personal property associated with the
Property that he says he sold to his son several years ago no later
than 10 days after entry of an Order approving the relief sought.
The Debtor has provided an "exclusion" list which is essentially
every expensive light fixtures in the premises, such as antique
wall sconces and large chandeliers. Although requested, the Debtor
did not provide a list of other personal property that he alleges
was sold. The Examiner and his professionals need to know whether
as the Debtor intends to remove items such as window coverings,
electronic equipment related to the home for security, HVAC,
utilities, etc., the media room equipment, the wine cellar and
kitchen equipment, as well as plumbing fixtures.
The Examiner has been provided with a copy of an assignment that
simply states the "personal property" in the Property was
transferred by the Debtor and his wife to their son and daughter in
law. While typically window coverings, lighting and plumbing
fixtures, the computers that run the house HVAC, security and other
systems, as well as the items in the media room, tea room and wine
cellar contents would be sold with the Property, the Confirmed Plan
is silent on the issue of whether these items constitute part of
the realty or are regarded as personal property. The Examiner and
his professionals need to know what will be excluded and included
in the sale.
The Examiner also asks that the Debtor be ordered to vacate the
Property and remove the "personal property" no later than 30 days
after the approval of the sale. In this regard, the Debtor should
be required to coordinate transfer of utilities, gate, security and
access to the house with the Examiner prior to the Property being
vacated.
The Confirmed Plan gives the Examiner authority to sell the
Property as if the Examiner were a bankruptcy trustee. As a
result, in the case, and the confirmed plan, the Examiner is
authorized to sell the Property free and clear of liens, claims and
encumbrances. If the Examiner's foregoing request for authority to
hire Concierge and implement the Auction procedures and the Exhibit
A are approved, then the Examiner asks authority to sell the
Property by public auction on or after Nov. 21, 2020 and close the
sale as expeditiously as possible thereafter.
Immediately upon entry of an Order approving the Motion, Concierge
will be authorized to survey the Property as well as have the
Property inspected. Concierge will also be entitled to begin
marketing the Property for the public auction sale. Concierge will
also be authorized to register qualified bidders, who will be
required to provide evidence of financial capacity to close as well
as a cash deposit of $50,000. In order to bid at the Auction, a
bidder must qualify. Concierge, in consultation with the Examiner,
will determine whether financial information submitted is
sufficient to provide evidence of ability to close. Concierge will
maintain the cash deposits for each qualified bidder.
Concierge, in consultation with the Examiner, will in its sole
discretion have authority on how to proceed with the Auction,
including but not limited to, the starting bid and bid increments.
Concierge, in consultation with the Examiner, will announce the
conclusion of bidding and identify the high bid and high bidder.
Concierge and the Examiner also request authority to take a back up
bid and proceed to closing with a back-up bidder in the event the
high bidder at the Auction fails to close. Concierge will hold the
high bidder and back-up bidder’s deposits. All other deposits
will be returned by Concierge within at least five business days of
the conclusion of the Auction. If the high or back-up bidder fail
to close, their respective deposit will be deemed forfeit.
The Examiner in consultation with Concierge and the secured lenders
will have authority to declare the high bidder in default if they
fail to timely close and give notice to the back-up bidder to
proceed with closing.
Finally, the Examiner asks authority to pay all reasonable and
necessary costs and expenses of closing. In addition, he asks
authority to pay the claims of secured creditors as set forth in
the Confirmed Plan. A proposed closing statement will be
circulated to the Debtor and the Debtor's counsel no less than five
business days prior to closing. To the extent the Debtor objects
no less than two business days prior to closing, the closing agent
may pay all undisputed amounts at closing with the net proceeds
being paid to the Examiner to be held in a segregated account until
further order of the Court.
To the extent an expense and /or pay off item is subject to
objection, the disputed as well as net proceeds will be paid to the
Examiner, who will keep same in a segregated account until further
order of the Court. The Examiner's fees and expenses will not be
paid at closing but will be paid upon approval by this Court of a
fee request filed in the case on notice to the Debtor and all other
parties in interest. To the extent the Auction proceeds are not
sufficient to pay all secured claims, Veritex and Texas Capital
Bank agree that they will pay pro rata out of their share of
proceeds the fees and expenses of the Examiner as allowed by the
Court.
About Ali Saberioon
Ali A. Saberioon is an individual residing in Houston, Harris
County, Texas. He is a petroleum engineer, and has been
successfully engaged in the oil and gas industry for over 30
years.
The Debtor owns interests in several oil and gas companies,
including Alvand Interests, LLC, Sabco Energy, LLC, Sabco
Enterprises, Inc., Sabco Oil, LLC, Sabco, LLC, and Saberioon &
Ramesh Holdings Company.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 15-35160).
This case started when an involuntary petition under Chapter 7 of
Title 11 of the U.S. Code was filed on Oct. 2, 2015. The original
petitioning creditors include Green Bank, N.A., Texas Capital Bank,
N.A., and Mostafa Alavi. The Bank of River Oaks later joined as a
petitioning creditor. The Debtor was represented as an alleged
debtor by Matthew Okin and George Nino of Okin & Adams, LLC.
William West was appointed as an examiner after the Petition Date.
An agreed court order on the motion for entry of and court order
for relief was entered on May 5, 2016. Thereafter, the Debtor
moved to convert the case to one under Chapter 11. On May 6,
2016, the Court entered its order converting the case to one under
Chapter 11. The Debtor remains a debtor-in-possession.
Kell C. Mercer, Esq., of Kell C. Mercer, P.C., represents the
Debtor.
On Feb. 12, 2019, the Court appointed Randy W. Williams as
Examiner. On May 15, 2019, the Court appointed Martha Turner
Sotheby's International Realty as Realtor.
ALLEN SUPPLY: Seeks Plan Exclusivity Extension Thru Dec. 8
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The Allen Supply & Laundry Service, Inc., asks the U.S. Bankruptcy
Court for the District of New Jersey to extend the Debtor's
exclusive period to file a Chapter 11 plan for approximately 60
days, to December 8, 2020.
"Due to COVID-19 and the shut-down of restaurants and large
gatherings, the business operations have been basically shut down
as of March 14, 2020. Recently, with outdoor dining starting and
authorization for limited indoor dining last week, we are able to
generate some income but nowhere close to normal operations,"
Herbert Allen, the president and stockholder of the Allen Supply &
Laundry, says.
Allen adds that prior to the COVID-19 situation, the Debtor was on
the cusp of an agreement with a party in the same line of business
to sell its accounts. Unfortunately, because of the COVID-19
situation, the sale discussions were delayed as both the Debtor's
business and the purchaser's business were shut down. Both
businesses now are opened on a limited basis. Notwithstanding, sale
discussions have recommenced and the Debtor expects to file papers
with the Court to approve the sale in the next few weeks. The
Debtor has also recently retained a real estate broker to market
its real property for sale.
Since the filing of the bankruptcy petition, the Debtor has made
good faith progress in this case. The Debtor has retained a
business broker and real estate broker to market the Debtor's
business and assets for sale.
The Debtor has filed all monthly operating reports and paid all
U.S. Trustee fees.
About The Allen Supply & Laundry Service
Founded in 1920, The Allen Supply & Laundry Service, Inc. provides
dry cleaning and laundry services. The Allen Supply & Laundry
Service sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D.N.J. Case No. 19-10132) on Jan. 3, 2019. At the time of
the filing, the Debtor was estimated to have assets of $1 million
to $10 million and liabilities of less than $1 million.
The Honorable John K. Sherwood oversees the case. The Debtor tapped
Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel; New &
Karfunkel, P.C. as special counsel; and Speed Financial Services,
Inc. as accountant. Beechwood Capital Advisors was hired as the
Debtor's business broker; and Re/Max Traditions as its real estate
broker.
ALLIANT HOLDINGS: Moody's Affirms 'B3' CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of Alliant Holdings
Intermediate, LLC, a subsidiary of Alliant Holdings, L.P. (together
will its subsidiaries, Alliant) following the company's
announcement of a partial recapitalization. The rating agency has
assigned B2 ratings to Alliant's new $425 million seven-year senior
secured term loan and its new $425 million of five-year senior
secured notes. Alliant is also borrowing an additional $350 million
of seven-year senior unsecured notes, rated Caa2. Alliant will use
proceeds from these offerings plus cash on hand to repurchase
equity, make acquisitions, pay related fees and expenses, and for
general corporate purposes. The rating outlook for Alliant is
stable.
RATINGS RATIONALE
Alliant's ratings reflect its leading position in several niche
markets, steady organic revenue growth and strong operating
margins, said Moody's. Alliant's emphasis on specialty programs,
where the broker offers distinct value to both insurance buyers and
insurance carriers, has been a successful strategy. Alliant has
built its specialty and middle market insurance business by
expanding through a mix of organic growth, lateral hires (seasoned
producers, mostly with specialty books of business) and
acquisitions. The company has reported strong revenue growth,
healthy EBITDA margins, and good free-cash-flow-to-debt metrics.
These strengths are offset by Alliant's substantial borrowing to
help fund an equity buyback, although Moody's expects the company
to reduce its leverage relatively quickly following the partial
recapitalization. Other credit challenges include contingent/legal
risk related to lateral hires, integration risk related to
acquisitions, and potential liabilities from errors and omissions,
a risk inherent in professional services. Alliant's pro forma
capital structure includes $600 million of preferred equity that
could be subject to refinancing via debt in the future.
Alliant's performance is holding up well through the
coronavirus-related recession with first half revenues amounting to
$796 million, compared to $714 million in the prior-year period.
The company generated solid organic growth in the first half along
with some acquisitions that boosted revenue on a pro forma basis.
The company also generated higher EBITDA margins through expense
savings. Moody's expects that Alliant will maintain good liquidity
in the months ahead to support its credit profile.
Giving effect to the transaction, Alliant will have pro forma
debt-to EBITDA of about 8x, (EBITDA - capex) interest coverage of
about 2x, and free-cash-flow-to-debt in the low to mid-single
digits, according to Moody's estimates. These pro forma metrics
reflect Moody's accounting adjustments for operating leases,
contingent earnout obligations, certain non-recurring and unusual
items, and run-rate EBITDA from acquisitions. The rating agency
views Alliant's leverage as aggressive for its rating category but
expects the company to reduce leverage over the next several
quarters consistent with past practices.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade of Alliant's ratings include:
(i) debt-to-EBITDA ratio consistently below 7x, (ii) (EBITDA -
capex) coverage of interest exceeding 2x, and (iii)
free-cash-flow-to-debt ratio exceeding 5%.
Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio above 8x, (ii) (EBITDA - capex) coverage of
interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below
2%.
Moody's has affirmed the following ratings (and loss given default
(LGD) assessments):
Corporate family rating at B3;
Probability of default rating at B3-PD;
$300 million guaranteed senior secured revolving credit
facility maturing in May 2023 at B2 (LGD3) (rating to be
withdrawn at closing);
$2.6 billion guaranteed senior secured term loans maturing in
May 2025 at B2 (LGD3);
$1,340 billion (including pending $350 million increase)
guaranteed senior unsecured notes maturing in October 2027
at Caa2 (LGD5).
Moody's has assigned the following ratings:
$400 million five-year guaranteed senior secured revolving
credit facility at B2 (LGD3);
$425 million seven-year guaranteed senior secured term loan at
B2 (LGD3);
$425 million five-year guaranteed senior secured notes at
B2 (LGD3).
Alliant Holdings Co-Issuer, Inc. is a co-issuer of the existing and
new senior secured and unsecured notes.
The rating outlook for Alliant is stable.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.
Alliant, based in Newport Beach, California, is a
specialty-oriented insurance broker providing property & casualty
and employee benefits products and services to middle-market
clients across the US. The company generated revenue of $1.7
billion for the 12 months through June 2020.
ALTHAUS FAMILY: Green Bear Buying Temperance Property for $6.2M
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Althaus Family Investors, LTD, asks the U.S. Bankruptcy Court for
the Northern District of Ohio to authorize the private sale of the
real property located at 100 Reed Drive, Temperance, Michigan,
consisting of the following parcels as designated by Monroe County
Michigan: 0290005015; 0203604620; and 0203604621, to Green Bear
Holdings, LLC for $6.2 million.
The Debtor's primary asset consist of the Real Property. The Real
Property holds a 120,300 sq. ft. manufacturing facility. An
Appraisal conducted of the Real Property estimated its value to be
$4.83 million as of April 18, 2019.
In the Unique bankruptcy case, the Court entered an Order, on April
2, 2020, appointing a Chapter 11. Ricardo I. Kilpatrick was named
as the Chapter 11 Trustee. In the Unique Bankruptcy Case, the
Trustee filed a motion to sell certain equipment owned by Unique.
On Sept. 2, 2020, the Court entered an Agreed Order approving the
sale of the Equipment.
The Debtor has two primary creditors in the case: (1) Waterford
Bank, N.A., and (2) the Monroe County Treasurer. The Waterford
indebtedness is based upon two notes executed by the Debtor.
First, in March of 2013, Waterford made a loan to the Debtor in the
principal amount of $1.3 million to refinance a prior loan made to
the Debtor with respect to the Real Property. Second, in November
of 2013, Waterford made a loan to the Debtor in the principal
amount of $2,932.937. The proceeds of the loan were used to expand
the Facility. Both these loans are secured by mortgages against
the Real Property.
Based upon the above loans, Waterford filed a proof of claim in the
case on Nov. 22, 2019, in the amount of $3,773,512. The Claim is
assert as fully secured. Both of the loans made by Waterford are
also secured by an assignment of leases and rents. Waterford also
filed a proof of claim in this case in the amount of $1,681,801.
The claim is based upon the Debtor's guarantee of a loan made to
Unique. It is asserted as fully secured against the Real Property.
The indebtedness to Monroe County is for unpaid real estate taxes.
Based upon proofs of claim filed in the case, the sum of $65,889 is
owed to Monroe County for unpaid, prepetition real estate taxes.
The Debtor also owes postpetition real estate taxes to Monroe
County in the unliquidated amount of $50,172.
The Debtor and Rob Keleghan, Senior Broker of Signature Associates,
entered into an Exclusive Listing Agreement for the sale of the
Real Property. Under the Listing Agreement, the Broker is entitled
to a 5% commission on the aggregate sale price of the Real
Property.
After the approval of the Application, the Broker undertook efforts
to market the Real Property. These efforts yielded a number of
inquiries and offers. After negotiations with the interested
parties, the highest and best offer received by the Broker to
Purchase the Real Property was for the Sum of $6.2 million.
Under the Sale Agreement, the Real Property would be sold to the
Purchaser. The Sale Agreement provides for the Purchaser to
deposit with the Broker the sum of $50,000 upon the execution of
the Sale Agreement, with said deposit being applied to the Purchase
Price. The Sale Agreement is subject to the Court's approval of
the Motion. The sale will be free and clear, including the
interests claimed by Waterford and Monroe County in the Real
Property, with the interests of any party attaching to the net sale
proceeds.
The Sale Agreement provides that Purchaser, as a part of taking
title to the Real Property, would also be transferred certain
personal property located at the Real Property. In particular
certain air compressors, cranes, tool room machinery and cubicles
as delineated in Exhibit A to the Sale Agreement. That the
Personal Property included under the Sale Agreement also includes
some of the Equipment subject to sale by the Chapter 11 Trustee in
the Unique bankruptcy case.
The Chapter 11 Trustee has been informed of the arrangement
regarding the sale of the Personal Property and Equipment, and had
no fundamental objection. Based thereon, the proposed order will
provide that the Trustee will be kept apprised of the sale of the
Personal Property and will be authorized to have any communications
with the Broker and/or Debtor he deems necessary to protect in the
bankruptcy case of Unique the estate's interest in the Equipment,
and nothing in the propose order will preclude the Trustee from
asserting his interest in any proceeds received on account of the
sale of the Equipment.
The Debtor asks the Court authorizes and directsthe Broker or any
other entity designated by the Court to retain the net sale
proceeds from the sale of the Real Property and Personal Property
pending until further order of the Court.
It asks the stay of Bankruptcy Rule 6004(h) be held inapplicable
and waived.
A copy of the Listing Agreement is available at
https://tinyurl.com/y28d28ta PacerMonitor.com free of charge.
About Althaus Family Investors
Althaus Family Investors Ltd., filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ohio Case No. 19-32357) on July 26, 2019,
estimating under $1 million in both assets and liabilities. The
Debtor is represented by Steven L. Diller, Esq., at Diller and
Rice, LLC.
On March 13, 2020, the Court appointed Rob Keleghan, Senior Broker
of Signature Associates, as Realtor.
AMAZING SECURITY: Seeks to Hire Grossbart Portney as Counsel
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Amazing Security & Investigations, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Maryland to employ Grossbart,
Portney and Rosenberg, P.A. as counsel.
The firm will render these legal services to the Debtor:
(a) advise the Debtor of its rights, powers and duties as a
debtor and debtor-in-possession;
(b) advise the Debtor concerning, and assist in the
negotiation and documentation of, financing agreements, debt
restructurings, and related transactions;
(c) represent the Debtor in defense of any proceedings
instituted to reclaim property or to obtain relief from the
automatic stay under Sec. 362(a) of the Bankruptcy Code;
(d) review the nature and validity of liens asserted against
the property of the Debtor and advise the Debtor concerning the
enforceability of such liens;
(e) advise the Debtor on objections to claims filed in the
Chapter 11 case and represent the Debtor in any hearings based on
those objections;
(f) prepare on behalf of the Debtor all necessary and
appropriate applications, motions, pleadings, draft orders,
notices, schedules and other documents, and review all financial
and other reports to be filed in this Chapter 11 case;
(g) advise the Debtor concerning, and prepare responses to,
applications, motions, pleadings, notices and other papers that may
be filed and served in this Chapter 11 case;
(h) counsel the Debtor in connection with the formulation,
negotiation and promulgation of plans of reorganization and related
documents; and
(i) perform all other legal services, it is qualified to
handle for and on behalf of the Debtor that may be necessary or
desirable in this Chapter 11 case and the Debtor's affairs.
The firm received $1,618.00 plus court costs of $1,717.00 on August
20, 2020, from Dawn Speth on behalf of the Debtor's managing
member, Angel Borden. The firm presently holds the balance of
$1,618.00 as a retainer.
The current hourly rates charged by the firm for its professional
are as follows:
Partner $500
Paralegal $145
The firm will also seek reimbursement for actual and necessary
expenses incurred in this representation.
Robert Grossbart, Esq., a partner at Grossbart Portney, disclosed
in court filings that the firm is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert N. Grossbart, Esq.
Grossbart, Portney and Rosenberg, P.A.
One Charles Center, 20th Floor
Baltimore, MD 21201-3710
Telephone: (410) 837-0590
Facsimile: (410) 837-0085
About Amazing Security & Investigations
Amazing Security & Investigations, LLC filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md.
Case No. 20-18791) on Sept. 28, 2020. Judge Thomas J. Catliota
oversees the case. Robert N. Grossbart, Esq., at Grossbart, Portney
and Rosenberg, P.A. serves as the Debtor's counsel.
ANCHOR GLASS: Moody's Lowers CFR to Caa1, Outlook Negative
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Moody's Investors Service downgraded the Corporate Family Rating
(CFR) of Anchor Glass Container Corporation (Anchor) to Caa1 from
B3 and the Probability of Default Rating (PDR) to Caa1-PD from
B3-PD and appended a limited default (LD) designation to the PDR.
Moody's also assigned a Caa1 rating to the new $60 million 1st line
senior secured term loan due 2023. Moody's also downgraded the
rating on the company's existing 1st lien senior secured term loan
due 2023 to Caa1 from B3 and the rating on the existing 2nd lien
senior secured term loans due 2024 to Caa3 from Caa2. The outlook
remains negative.
On October 2, 2020, Anchor completed an exchange offer of $83
million of 2nd lien term loans into $60 million of new 1st lien
senior secured term loans. The terms and conditions for the new 1st
lien senior secured term loans are expected to be identical to the
existing except that the interest rate will be higher and contain a
partial PIK toggle feature. The exchange was offered pro rata to
all second lien lenders. Moody's considers the transaction as a
distressed exchange for the 2nd lien term loan, which is a default
under Moody's definition. Therefore, Moody's appended the Caa1-PD
PDR with an "/LD" designation indicating limited default. The LD
designation will be removed after three business days.
The downgrade of the CFR to Caa1 reflects Anchor's lack of progress
in replacing the sales from the loss of a major customer, an
expectation of slightly negative free cash flow and a lack of
cushion under the financial covenant for the revolver. Moody's
expects leverage to remain high at approximately 6.75x and free
cash flow to debt to be -1% by the end of 2021 (pro forma for the
debt exchange). The company has benefitted from the slow run off
business from the loss of a major customer in 2018, but that
business is expected to continue to decline into 2021.
Additionally, Anchor is expected to experience an additional loss
of sales as mass beer continues to decline due to a change in
consumer preference. While the company has benefitted in volume
from the coronavirus pandemic, that benefit is not expected to
offset the continued loss of business. Anchor continues to pursue
new business, but the process is expected to continue to be slow
and the commercialization of any new business lengthy. While the
company is expected to have significant availability under its
revolver, it is not expected to meet the fixed charge covenant
ratio test of 1.0x which will prevent Anchor from accessing the
last $7.5 million or 10% of the borrowing base of the asset-based
revolver (whichever is greater).
The negative outlook reflects the continued uncertainty surrounding
Anchor's ability to win enough new business to replace volume
losses and sustainably improve credit metrics including generating
positive free cash flow.
Anchor has little exposure to industries that may be significantly
negatively affected by the rapid and widening spread of the
coronavirus outbreak and high exposure to those that are expected
to benefit including food and beverage. Moody's regards the
coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
Governance risks are heightened given Anchor's private equity
ownership, which carries the risk of an aggressive financial
policy, which could include additional debt funded acquisitions or
dividends or additional distressed exchanges that result in
creditors receiving less than the principal outstanding on the
company's obligations.
The following rating actions were taken:
Downgrades:
Issuer: Anchor Glass Container Corporation
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD /LD from
B3-PD
Gtd. Senior Secured 1st Lien Term Loan, Downgraded to Caa1 (LGD4)
from B3 (LGD3)
Gtd. Senior Secured 2nd Lien Term Loan, Downgraded to Caa3 (LGD6)
from Caa2 (LGD6)
Assignments:
Issuer: Anchor Glass Container Corporation
Senior Secured 1st Lien Term Loan, Assigned Caa1 (LGD4)
Outlook Actions:
Issuer: Anchor Glass Container Corporation
Outlook, Remains Negative
The ratings are subject to the receipt and review of the final
documentation.
RATINGS RATIONALE
Weaknesses in Anchor's credit profile include a high customer and
product concentration of sales and smaller scale (revenue) than
rated competitors. Approximately 48% of the company's sales are
generated from three customers and Anchor has a high concentration
of sales in the beer end market (undisclosed). Most of the
company's revenue is generated in the mature, low growth U.S.
market with little exposure to faster growing and more profitable
international and emerging markets.
Strengths in the company's credit profile include the consolidated
industry structure in glass packaging in the US and the company's
long-term relationships with large, well-known customers. Anchor
has most of its business under long term contract with strong
cost-pass through provisions which raise switching costs for
customers and do not leave the company exposed to increases in raw
material costs. The difficulty in shipping fragile glass packaging
more than 200-300 miles provides some support to revenues.
Moody's expects Anchor to maintain adequate liquidity over the next
12 months with slightly negative free cash flow offset by adequate
availability under the revolver. Anchor's liquidity is supported by
a $105 million asset-based revolver (not rated by Moody's) which
expires in September 2023 and is subject to borrowing base
limitations. Free cash flow is expected to be slightly negative
over the next 12 months as the company continues to seek new
business to replace the loss of volumes from a major customer and
the projected continued decline of mass beer. The only financial
covenant is a springing fixed charge coverage ratio of 1.0x which
applies if excess availability is less than the greater of $7.5
million or 10% of the borrowing base. Cushion under the fixed
charge covenant is not expected to be adequate over the horizon
leaving the company without full access to the revolver.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if there is evidence of a sustainable
improvement in free cash flow and credit metrics within the context
of a stable competitive environment and the maintenance of adequate
liquidity. Anchor would need to show significant progress in
replacing the lost business, generating positive free cash flow,
and achieving adequate cushion under the financial covenant for the
revolver. Specifically, the ratings could be upgraded if free cash
flow to debt is above 1.0%, debt to EBITDA is below 6.5x, and/or
EBITDA to interest expense is above 2.5x.
The ratings could be downgraded if there is any deterioration in
credit metrics, liquidity, or the competitive environment. Further
distressed exchanges or capital structure changes that impair
creditors could also prompt a downgrade. Specifically, the ratings
could be downgraded if free cash flow to debt is below -1.0%, debt
to EBITDA is above 7.0 times, and/or EBITDA to interest expense is
below 2.0x.
Headquartered in Tampa, Florida, Anchor Glass Container Corporation
is a North American manufacturer of premium glass packaging
products, serving the beer, liquor, food, beverage, ready-to-drink
("RTD") and consumer end-markets. The company operates six
manufacturing facilities located in Florida, Georgia, Indiana,
Minnesota, New York and Oklahoma. For the 12 months ended June 30,
2020, Anchor generated approximately $560 million in revenue.
Anchor is a portfolio company of CVC Capital Partners (acquired
late 2016), with a minority ownership by BA Glass. The company does
not publicly disclose financial information.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers Methodology
published in September 2020.
ARANDELL HOLDINGS: Oct. 16 Hearing on Bid Procedures for All Assets
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Judge John T. Dorsey of the U.S. Bankruptcy Court for the District
of Delaware will convene a hearing on Oct. 16, 2020 at 11:00 a.m.
(ET) to consider the bidding procedures proposed by Arandell
Holdings, Inc. and affiliates in connection with the sale of
substantially all assets of Arandell Corp. and Arandell Holdings to
Arandell Acquisition Co. ("AAC"), subject to overbid.
In exchange, AAC offers approximately $31,325,000 (subject to
potential adjustments up or done), consisting of (i) an aggregate
cash amount equal to the sum of (A) the DIP Loan Payment Amount
(including the Administrative Claims Cash Amount) estimated to be
$20,500,000, plus (ii) a credit bid (A) by Farragut in the amount
of $2.4 million, and (iii) AAC's assumption of the Assumed
Liabilities.
The Objection Deadline is Oct. 13, 2020 at 4:00 p.m. (ET).
On Sept. 30, 2020, the Debtors entered into a stalking horse asset
purchase agreement with AAC for the sale of substantially all of
the assets of the Debtors and certain insurance rights and other
assets of Holdings. AAC was formed by Saothair Capital Partners
and Farragut Mezzanine Partners III, L. P. (one of the Debtors'
junior secured creditors) for the purpose of making the proposed
acquisition. Substantially concurrent with the execution of the
Stalking Horse APA, AAC has made a deposit with the Debtors'
counsel in the amount of $225,000.
Subject to entry of the Bidding Procedures Order and those
conditions specified in the Stalking Horse APA, AAC will be
entitled to payment of (i) a Break-up Fee equal to $225,000 (i.e.,
an amount equal to less than 1% of the Closing Payment Amount plus
the Credit Bid) and (ii) Expense Reimbursement of up to $550,000
for reasonable and documented out-of-pocket fees and expenses
incurred in connection with preparation, negotiation and
documentation of the Stalking Horse APA and related agreements.
The Debtors believe that the auction process and time periods set
forth in the Bidding Procedures are the only viable means to ensure
a value-maximizing sale, which is in the best interests of all
their constituencies.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Nov. 13, 2020 at 5:00 p.m. (ET)
b. Initial Bid: At least equal to the value of the Stalking
Horse Bid, plus the amount of the Stalking Horse Protections, plus
$100,000
c. Deposit: 5% of the aggregate cash portion of the Purchase
Price of the bid
d. Auction: The Auction, if any, will take place on Nov. 18,
2020 at 10:00 a.m. (ET) at the offices of Young Conaway Stargatt &
Taylor, LLP, or such later date, time, and location as selected by
the Debtors after consultation with the Consultation Parties,
including the written consent of the Agents, or by videoconference
(and/or such other form of remote communication established by the
Debtors in consultation with the Consultation Parties). If no
Qualified Bids other than the bid by AAC is received in accordance
with the Bidding Procedures, then the Debtors will cancel the
Auction, and promptly file a notice of cancellation of the Auction
and designation of the bid by the AAC as the Successful Bid.
e. Bid Increments: To be announced at the Auction
f. Sale Hearing: Nov. 24, 2020
g. Sale Objection Deadline: Nov. 17, 2020, at 5:00 p.m. (ET)
h. Closing: Dec. 4, 2020
i. Any Qualified Bidder who has a valid, undisputed and
perfected lien on any Purchased Assets will have the right to
credit bid all or a portion of such Secured Creditor's allowed
secured claims.
In connection with the Sale Transaction, the Debtors anticipate
that they will assume and assign to the Successful Bidder (or its
designated assignee(s)) certain of the Contracts and Leases. At
least 14 calendar days prior to the deadline to file a Sale
Objection, the Debtors will file with the Court, and cause to be
published on the Case Information Website, the Contracts Schedule.
The Assumption and Assignment Objection Deadline is Nov. 17, 2020,
at 4:00 p.m. (EDT).
The Debtors will serve a copy of the Order on the Notice Parties as
soon as practicable after its entry.
A copy of the Stalking Horse APA and the Bidding Procedures is
available at https://tinyurl.com/ycu6q2k8 from PacerMonitor.com
free of charge.
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.
ASCENA RETAIL: Ch. 11 Plan Violates Bankruptcy Code, Says Watchdog
------------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that the DOJ watchdog says that
Ascena Retail Group Inc. is promoting a Chapter 11 plan that
violates the bankruptcy code, and the court should mandate its
revision or strike the "offending provisions."
The parent of Ann Taylor and other clothing retail brands would
seemingly pass on non-insider and executive bonus programs for
which the company didn't seek approval during the Chapter 11 case,
the U.S. Trustee's office said in an objection filed Monday,
October 5, 2020, with the U.S. Bankruptcy Court for the Eastern
District of Virginia.
The plan also includes litigation releases for company fiduciaries
that are “non-consensual and overly broad."
About Ascena Retail Group Inc.
Ascena Retail Group, Inc. (Nasdaq: ASNA) is a national specialty
retailer offering apparel, shoes, and accessories for women under
the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus
Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, through its retail brands, operates
ecommerce websites and approximately 2,800 stores throughout the
United States, Canada, and Puerto Rico. Visit
http://www.ascenaretail.com/for more information.
Ascena Retail reported a net loss of $661.4 million for the fiscal
year ended Aug. 3, 2019, a net loss of $39.7 million for the year
ended Aug. 4, 2018, and a net loss of $1.06 billion for the year
ended July 29, 2017.
On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 rotection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.
The Hon. Kevin R. Huennekens is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as
bankruptcy counsel, Guggenheim Securities, LLC as financial
Advisor, and Alvarez and Marsal North America, LLC as restructuring
advisor. Prime Clerk, LLC is the claims agent.
ASHFORD HOSPITALITY: Culminates $1.2B Forbearance Deal With Lenders
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Bill Hethcock of Dallas Business Journal reports that Ashford
Hospitality Trust Inc., a Dallas-based hotel company that received
-- then returned -- one of the largest loans from a federal
coronavirus relief program, has signed forbearance agreements on
loans representing about $1.2 billion of debt.
Ashford (NYSE: AHT) said Thursday, October 1, 2020, that the
company has signed forbearance agreements on its KEYS Loan Pools
representing 34 hotels and roughly $1.2 billion of debt. The
forbearance agreements allow the company to defer interest on the
loans for six months.
Ashford hadn't made any principal or interest payments under nearly
all of its loan agreements since April 1 and has been working with
its lenders to reach forbearance agreements.
Additionally, the new forbearance agreements allow the company to
use lender- and manager-held reserve accounts, which are included
in restricted cash on the company's balance sheet, to fund
operating shortfalls at the hotels.
With the completion of these agreements, Ashford Hospitality now
has loan forbearance or modification agreements in place for 61
properties representing about 69 percent of its current outstanding
mortgage debt balance, the company reported Thursday.
"We are pleased with the recent completion of the forbearance
agreements for these loans," J. Robison Hays, Ashford Trust's
president and CEO, said in a prepared statement. "While we have
made significant progress in our forbearance efforts, we continue
to work with our lenders and special servicers to address our
remaining defaults."
"These forbearances play a crucial role in helping the company
navigate the difficulties caused by the COVID-19 pandemic," Hays
added. "We continue to focus on strengthening our balance sheet,
mitigating our cash utilization, and expanding the company’s
liquidity profile."
Ashford Hospitality Trust is a real estate investment trust focused
on investing predominantly in upper upscale, full-service hotels.
Ashford Hospitality, Dallas-based Braemar Hotels & Resorts Inc.
(NYSE: BHR) and Dallas-based Ashford Inc. (NYSE: AINC), which own
luxury hotels nationwide, are companies of Dallas hotelier Monty
Bennett that combined applied for $126 million in potentially
forgivable loans from the U.S. Small Business Administration's
Paycheck Protection Program, or PPP, according to public filings.
Collectively, the trio of companies were the biggest beneficiary of
the program aimed at softening the COVID-19 pandemic's blow to the
nation’s economy.
The three companies, however, in May returned the SBA loans, which
were part the CARES Act, after an outcry from politicians and small
businesses who claimed the Ashford companies took unfair advantage
of the program.
Ashford, in a statement at the time, said it was returning the
loans, "due to the agency's recently changed rules and inconsistent
federal guidance that put the companies at compliance risk."
The impact of COVID-19 on the U.S. hospitality industry and
Ashford's day-to-day operations has been "profound," said Hays, who
was named president and CEO effective May 14 after Douglas Kessler
resigned as president and CEO.
Hotels across Dallas-Fort Worth and the nation furloughed countless
employees when occupancies plunged as the coronavirus pandemic hit
in March, and now they're facing waves of layoffs, foreclosures and
bankruptcies.
A survey of 1,000 hotels conducted in mid-September by the American
Hotel and Lodging Association found that almost 75 percent of
hotels anticipate more layoffs before the end of the year. As it
is, most hotels are operating with less than half of their
pre-pandemic staff, the AHLA found.
Texas hotel industry revenues plummeted an unprecedented 64.1
percent in the second quarter, with the drop in Dallas and Fort
Worth even more severe.
Dallas-area hotels saw their revenues fall 72.9 percent, the third
most dramatic drop in the state, according to a recent analysis by
San Antonio-based hotel data collection firm Source Strategies
Inc.
Austin was down 79.7 percent in revenue, San Antonio fell 74.1
percent, Fort Worth-Arlington dropped 70 percent and Houston
declined 61.4 percent.
About Ashford Hospitality Trust
Ashford Hospitality Trust Inc., together with its subsidiaries, is
an externally-advised REIT. While the company's portfolio currently
consists of upscale hotels and upper upscale full-service hotels,
our investment strategy is predominantly focused on investing in
upper upscale full-service hotels in the U.S. that have a revenue
per available room ("RevPAR") generally less than two times the
U.S. national average. The company is based in Dallas, Texas.
ATLANTIC & PACIFIC: Veil-Piercing Claims vs Yorktown et al. Junked
------------------------------------------------------------------
In the case captioned THE GREAT ATLANTIC & PACIFIC TEA COMPANY,
INC., Plaintiff, v. 380 YORKTOWN FOOD CORPORATION, JOSEPH FRIEDMAN.
COUNTRY MARKETS OF WESTCHESTER LTD., 344 FOOD CORP., 6040 F.P. FOOD
LLC, JESTAM GLOBAL LTD., JESTAM INTERNATIONAL LTD., JESTAM REALTY,
LLC, and 71-76 YELLOWSTONE LLC, Defendants, No. 16-cv-5250 (NSR)
(S.D.N.Y.), District Judge Nelson S. Roman granted in part and
denied in part Plaintiff The Great Atlantic & Pacific Tea Company,
Inc.'s motion for summary judgment to impose alter ego liability on
the Defendants for the full amount of the judgments against 380
Yorktown Food Corporation and to avoid and recover Defendants'
alleged fraudulent conveyances. The Court also granted the
Defendants' motion for summary judgment dismissing A&P's claims
seeking to pierce the corporate veil, A&P's fraudulent conveyance
claims, and all claims asserted against Defendants Jestam Global
and Jestam Realty.
A&P brought the action against Defendants seeking (1) enforcement
of two New York State Supreme Court monetary judgments against
Yorktown, totaling $3,878,083.83 plus interest; (2) a finding of
alter ego liability or piercing the corporate veil against Friedman
and the Affiliated Companies; (3) declaratory judgment against
Friedman and the Affiliated Companies for alter ego and veil
piercing liability under 28 U.S.C. section 2201(a); (4) avoidance
and recovery of fraudulent conveyances under New York Debt and
Credit Law ("NYDCL") section 273-a; (5) avoidance and recovery of
fraudulent conveyances under NYDCL section 276; and (6) attorneys'
fees under NYDCL section 276-a.
Under the doctrine of veil piercing, courts may "'disregard the
corporate form' and hold a third party liable for a corporate
entity's debts in certain circumstances." Am. Federated Title Corp.
v. GFI Mgmt. Servs., Inc., 126 F.Supp.3d 388, 401 (S.D.N.Y. 2015).
A party seeking to pierce the corporate veil must establish two
elements set forth in Morris v. N.Y.S. Dep't of Taxation and Fin.,
82 N.Y.2d 135, 141 (1993): "(1) the owner[] exercised complete
domination of the corporation in respect to the transaction
attacked; and (2) [] such domination was used to commit a fraud or
wrong against the plaintiff." Both elements must be met to pierce
the corporate veil.
Both parties move for summary judgment on A&P's veil piercing
claim. A&P contends that the undisputed facts reveal that, as a
matter of law, Friedman dominated and controlled the Affiliated
Companies in a manner that wronged A&P by rendering Yorktown unable
to pay any portion of the Judgment. A&P maintains that it is
appropriate to pierce Yorktown's corporate veil and hold Friedman
and the other Affiliated Companies liable for the entirety of the
Judgment. Defendants counter that, as a matter of law, the Court
cannot conclude that Friedman exercised complete domination over
the Affiliated Companies or used any purported domination to shield
Yorktown from creditors.
After analyzing both prongs of veil-piercing, the Court found that
A&P has established that Friedman dominated Yorktown and the
Affiliated Companies but neither party has met its burden regarding
the appropriateness of resolving the veil-piercing issue on summary
judgment. The issues make clear that reasonable triers of fact
could reach differing conclusions as to whether the evidence
establishes that Friedman's exercise of control over the Affiliated
Companies is what precluded Yorktown from satisfying the Judgment.
Accordingly, the Court denies A&P's motion for summary judgment on
its veil-piercing claim and Defendants' motion for summary judgment
to dismiss A&P's veil-piercing claim.
Turning to the loan and loan repayments, the Court notes that
transactions between corporate insiders, even in satisfaction of an
antecedent debt, carry a presumption of a lack of good faith that
Defendants must rebut. On this point, A&P reiterates its primary
contention that Defendants' no-interest loans were generally made
without an agreement or any repayment terms. And although
Defendants challenge the classification of certain of the loans and
disbursements flagged by A&P, they do not rebut the otherwise
undisputed evidence that loan and loan repayments were made by and
to a corporate insider at a time when Yorktown was in the midst of
litigation with A&P.
According to the Court, American Federated reveals why this
category of loan and loan repayments should, as a matter of law,
qualify as constructively fraudulent conveyances. In American
Federated, defendants had ownership of and/or managerial authority
over certain companies that were "significantly 'in arrears'" on
its lease obligations to plaintiff. Notwithstanding this
insolvency, defendants caused these companies to repay antecedent
debts. The court determined that defendants qualified as corporate
insiders because of their ownership of or managerial authority over
the companies and that, as a result, the payments lacked fair
consideration. in the A&P case, the Court notes Friedman maintained
ownership and control of Yorktown, and, while exercising such
dominance, he caused various loans and loan repayments from
Yorktown during the pendency of the litigation. Coupled with the
record establishing that loan balances were not necessarily paid
off at year's end, the undisputed evidence establishes that these
loan and loan payments qualified as constructively fraudulent
conveyances under NYDCL section 273-a.
The Court reaches a similar conclusion as it relates to Friedman's
distributions to himself. Defendants point to their expert report
to maintain that any distribution Friedman triggered was done when
the entity at issue was profitable. This contention, however, fails
to raise a triable issue as to the absence of good faith underlying
Friedman's triggering of distributions during the pendency of
Yorktown's suit vs A&P. The Court, therefore, concludes that, as a
matter of law, the distributions from Yorktown to Friedman lack
fair consideration and thus can also be avoided as constructively
fraudulent conveyances.
Defendants challenge the specific transactions that fall within the
category of loan, loan repayments, and distributions from Yorktown
to Friedman. However, a review of the record indicates there is no
real dispute that at least $412,861, which reflects the "Net
Payments to Friedman" between 2004 and 2015, falls within the
category of conveyances that the Court has determined can be
avoided. Accordingly, the Court concludes A&P is entitled to avoid
$412,861 in loans and distribution as constructively fraudulent
conveyances.
A&P, however, is not entitled to summary judgment on its
constructively fraudulent conveyances premised on Yorktown's loan
repayment to HSBC, the Court says. That loan began prior to the
commencement of the Underlying Action and, unlike other loan and
loan repayments identified by A&P, the conveyances were to a third
party (not a corporate insider). A&P thus retained the burden of
establishing that these transactions lacked fair consideration or
good faith. In moving for summary judgment, A&P has failed to meet
this burden at this time.
In conclusion, the Court has determined that, as a matter of law,
any loan transactions from Yorktown to Friedman, as well as any
distribution caused by Friedman, during the pendency of Yorktown's
suit against A&P qualify as constructively fraudulent conveyances
under NYDCL Sec. 237-a, and A&P is entitled to avoid at least
$412,816 in net payments to Friedman that fall within this
category. Accordingly, the Court grants A&P's motion for summary
judgment on this specific category of conveyances and further holds
that A&P is entitled to avoid $412,816 in conveyances.
The Court, however, concludes that A&P has failed to establish the
absence of a genuine dispute of material fact regarding whether
Yorktown loan payments to HSBC qualify as constructively fraudulent
discharges. To the extent A&P seeks summary judgment on this branch
of its claim, the Court denies its motion for summary judgment.
A copy of the Court's Amended Opinion and Order is available at
https://bit.ly/2YbQH51 from Leagle.com.
About Atlantic & Pacific
Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately 300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states. The primary retail operations consist of
supermarkets operated under a variety of well known trade names, or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors.
Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and
in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.
On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
15-23007) after reaching deals for the going concern sales of 120
stores. As of Feb. 28, 2015, the Debtors reported total assets of
$1.6 billion and liabilities of $2.3 billion. Judge Robert D.
Drain of the U.S. Bankruptcy Court for the Southern District of New
York presides over the 2015 cases.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.
BAQUERA'S CHILE PRODUCTS: Files for Chapter 12 Bankruptcy
---------------------------------------------------------
Baquera's Chile Products LLC filed for voluntary Chapter 12
bankruptcy protection (Banrk. D.N.M. Case No. 20-11775) on Sept.
11, 2020.
According to the Albuquerque Business Journal, the debtor listed an
address of 13149 Hwy. 187, Derry, and is represented in court by
attorney R. Arvizu III. Baquera's Chile Products LLC listed assets
up to $0 and debts up to $270,011. The largest creditor was listed
as First Savings Bank with an outstanding claim of $268,011.
Baquera's Chile Products LLC is a company that produces,
manufactures and sells different kinds of chile products.
BAUMANN & SONS: Court Extends Plan Exclusivity Until Next Year
--------------------------------------------------------------
At the behest of Baumann & Sons Buses, Inc. and its affiliates,
Judge Robert E. Grossman extended the periods within which the
Debtors have the exclusive right to file a plan of reorganization
to February 26, 2021, and to solicit acceptances of the plan to
April 27, 2021.
The Debtors believe the extension will provide sufficient
additional time to allow them to file a confirmable Chapter 11
plan, as they proceed diligently toward the completion of the
Chapter 11 cases; and to negotiate the terms of a confirmable
chapter 11 plan with the Official Committee of Unsecured Creditors.
Until a general claims bar date and governmental claims bar date
are established, the Debtors will not know what claims have been
filed. The Debtors have proposed a general bar date of October 30,
2020, and a governmental bar date of February 1, 2021.
"The extension of the exclusive periods will enable us to analyze
the full universe of claims against the estates prior to proposing
a chapter 11 plan," the Debtors said.
Absent the extension, ACME and Sons' initial exclusive filing
period will expire on October 29, 2020, and ACME and Sons' initial
exclusive solicitation period will expire on December 28, 2020. In
addition, ABA, Brookset, and Baumann's initial exclusive filing
period will expire on December 1, 2020, and ABA, Brookset, and
Baumann's initial exclusive solicitation period will expire on
February 1, 2021.
About Baumann & Sons Buses
On May 27, 2020, A&A Auto Glass Plus, Mondial Automotive, Inc.,
Jenthony Enterprises, Inc., Nesco Bus Maintenance, Bevel Engine
Inc. and Bangs Towing filed an involuntary petition under chapter 7
of the Bankruptcy Code against Baumann & Sons Buses, Inc., in the
United States Bankruptcy Court for the Eastern District of New
York. Also on the Initial Debtors' Petition Date, Nesco Bus
Maintenance, Bangs Towing, Acme Radiator & Glass Works Inc. and
Jenthony Enterprises Inc. filed an involuntary petition under
chapter 7 of the Bankruptcy Code against ACME Bus Corp. in the
Bankruptcy Court.
On June 18, 2020, the Court entered orders for relief under chapter
7 of the Bankruptcy Code against Sons and ACME. By orders dated
July 1, 2020, upon motions of Sons and ACME, the Court converted
the chapter 7 cases to cases under chapter 11 of the Bankruptcy
Code.
On August 3, 2020, ABA, Brookset and Baumann each filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code.
The cases are jointly administered with Baumann & Sons Buses, Inc.
(Bankr. E.D.N.Y. Case No. 20-72121) as the lead case. Bankruptcy
Judge Robert E. Grossman oversees the cases.
Klestadt Winters Jurellersouthard & Stevens, LLP, serves as counsel
to the Debtors.
On July 27, 2020, the United States Trustee appointed an Official
Committee of Unsecured Creditors. The Committee selected
SilvermanAcampora LLP as its general bankruptcy counsel.
BEACH ON DUVAL: Case Summary & 8 Unsecured Creditors
----------------------------------------------------
Debtor: Beach on Duval, LLC
501 Green Street Space A
Key West, FL 33040
Chapter 11 Petition Date: October 6, 2020
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 20-20904
Judge: Hon. Jay A. Cristol
Debtor's Counsel: Kevin C. Gleason, Esq.
FLORIDA BANKRUPTCY GROUP, LLC
4121 N31 Ave
Hollywood, FL 33021
Tel: 954-893-7670
Email: bankruptcylawyer@aol.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Blake A. Feldman, president.
A copy of the Debtor's list of eight unsecured creditors is
available for free at:
https://www.pacermonitor.com/view/RH7QGPQ/Beach_on_Duvall_LLC__flsbke-20-20904__0003.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/GDNTJUQ/Beach_on_Duvall_LLC__flsbke-20-20904__0001.0.pdf?mcid=tGE4TAMA
BEIGNET INC: Seeks to Hire George Ortiz Law as Legal Counsel
------------------------------------------------------------
Beignet, Inc. seeks authority from the U.S. Bankruptcy Court for
the Southern District of New York to employ the Law Office of
George Ortiz as its legal counsel.
The services that will be provided by the firm are as follows:
a. advise Debtor regarding its powers and duties and the
continued management of its property and affairs;
b. negotiate with creditors and work out a plan of
reorganization and take the necessary legal steps in order to
effectuate such a plan;
c. prepare legal papers;
d. appear before the bankruptcy court;
e. attend meetings and negotiate with representatives of
creditors and other parties;
f. advise Debtor in connection with any potential refinancing
of its secured debt or any potential sale of its business and
assets;
g. represent Debtor in connection with obtaining post-petition
financing;
h. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
i. perform all other legal services.
The firm's 2019 to 2020 hourly rates are as follows:
Attorneys $350 to $400
Paraprofessionals $150
George Ortiz, Esq., a partner at the Law Office of George Ortiz,
disclosed in court filings that his firm is a "disinterested
person" as that phrase is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
George Ortiz, Esq.
Law Office of George Ortiz
3391 E Silver Springs Blvd suite g
Ocala, FL 34470
Phone: +1 352-732-2000
About Beignet Inc.
Beignet, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 19-13121) on Sept. 30, 2019, disclosing under $1
million in both assets and liabilities. Judge James L. Garrity Jr.
oversees the case. The Debtor has tapped the Law Office of George
Ortiz as its legal counsel.
BELFOR HOLDINGS: Moody's Alters Outlook on B1 CFR to Stable
-----------------------------------------------------------
Moody's Investors Service affirmed all the ratings of Belfor
Holdings, Inc., including its B1 Corporate Family Rating, B1-PD
Probability of Default Rating and Ba3 senior secured debt rating.
Moody's also changed the outlook to stable from negative.
The ratings affirmation and outlook change reflect the company's
good liquidity and Moody's expectation of financial metrics to
improve over the next year, including de-levering from debt
reduction beyond mandatory amortization. Moody's anticipates that
relatively steady demand in the base business will underpin
moderate organic revenue growth in 2021 after an expected decline
this year, and support modest margin expansion, aided by cost
management. This should enable Belfor to generate positive free
cash flow that can support debt repayment. Moody's does not
anticipate any dividends and expects the company to maintain good
liquidity over the next year, including ample revolver availability
that helps offset seasonal working capital swings.
RATINGS RATIONALE
The ratings, including the B1 CFR, consider Belfor's high debt
burden and currently elevated financial leverage in the face of
competitive pressures and a slowdown in demand amid the coronavirus
outbreak, the timing of which remains uncertain. These conditions
will weigh on the company's base revenue and negatively its impact
credit metrics into 2021. Moody's expects debt/EBITDA to approach
the low 5x range (including Moody's standard adjustments) this year
before gradually improving towards a mid 4x range in 2021. Belfor
has undertaken cost measures and working capital management to
temper the earnings headwinds and coronavirus impacts, and improve
cash flow. However, earnings can fluctuate significantly due to the
irregularity of large-scale disaster recovery projects from major
weather events, such as hurricanes, which are higher margin and
drive better than average historical metrics for a period. Moody's
does not include such events in its forecasts, given their
unpredictable nature.
Belfor has a strong market position in the commercial property
damage restoration industry, benefiting from its large global scale
and technical capabilities that provide operational efficiency and
flexibility for rapid disaster response. The company's long-term
relationships with insurance providers, industrial and commercial
customers, often on long term contracts, point to its strengths and
provide a good source of recurring revenue, even during periods of
benign of hurricane-related work.
The good liquidity profile is supported by expectations of
unrestricted cash balances of at least $130-$140 million over the
next year, ample revolver availability and positive free cash flow
generation. This free cash flow would support acquisition funding,
lessening the dependence on revolver borrowings for bolt-on
acquisitions. Moody's expects free cash flow to adjusted debt of at
least 10% over next year. However, Belfor's free cash flow is
volatile due to seasonal working capital requirements that often
require a tap of the revolver. The company's cash balance of $183
million as of June 30, 2020, up from $130 million at fiscal
year-end 2019 and higher than historical levels, has benefited from
Belfor's cost measures and working capital management amid the top
line and earnings pressures.
From corporate governance perspective, Belfor is exposed to high
key-man risk and the risk of aggressive financial policies,
signaled by its higher tolerance for debt (relative to historical
levels) following its 2019 leveraged buyout ("LBO"). The company's
private equity ownership and acquisitive nature, often funded with
debt, increase event risk.
Moody's took the following actions on Belfor Holdings, Inc.:
Corporate Family Rating, Affirmed at B1
Probability of Default Rating, Affirmed at B1-PD
Senior Secured 1st Lien Bank Credit Facilities, Affirmed at
Ba3 (LGD3)
Outlook, changed to Stable from negative
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded with weaker than expected free cash
flow or diminishing revolver availability. The ratings could also
be downgraded with no demonstration of improving debt/EBITDA
sustainably towards the mid 4x range, or a material decline in
EBITA margins and interest coverage metrics. Debt-funded
acquisitions or shareholder distributions that increase debt
leverage or weaken liquidity would also drive downward ratings
pressure.
Upward rating change would be driven by expectations of improving
performance reflected in steadily better metrics, including
debt/EBITDA sustainably below 3.5x along with stronger free cash
flow metrics and evidence of a commitment to a conservative
financial policy and broader governance.
The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in April 2018.
Belfor Holdings, Inc. through its subsidiaries is a global damage
recovery and restoration provider offering its services to
insurance companies, insurance intermediaries, industrial,
commercial, and residential customers. Revenues approximated $1.75
billion for the twelve months ended June 30, 2020. The company was
acquired via LBO by funds affiliated with American Securities, a
private equity firm, in April 2019.
BILLINGS LODGE: Quarterly Payment to Paigeville Accounting Okayed
-----------------------------------------------------------------
Billings Lodge No. 394, Benevolent and Protective Order of Elks of
United States of America, Inc. received approval from the U.S.
Bankruptcy Court for the District of Montana to make quarterly
payments to its accountant, Heidi Giem of Paigeville Accounting,
LLC.
Ms. Giem can now bill and request payment every 90 days instead of
every 120
days for all work completed prior to the date of application for
compensation.
The accountant currently charges Debtor an hourly fee of $150 for
tax and accounting advice and for the preparation of monthly
reports.
About Billings Lodge No. 394
Billings Lodge, No. 394, Benevolent and Protective Order of Elks of
United States of America, Inc. is a tax-exempt civic and social
organization. Elk Lodge is a Billings, Montana-based fraternal
organization that hosts various civic events and social gatherings
like wedding receptions, meetings, and other functions.
Billings Lodge filed a voluntary Chapter 11 bankruptcy petition
(Bankr. D. Mon. Case No. 20-10110) on June 5, 2020. The petition
was signed by Jeffery R. Isom, exalted ruler.
At the time of the filing, Debtor disclosed assets of between $1
million and $10 million and liabilities of the same range.
Debtor has tapped Felt Martin PC as counsel; Heidi Giem of
Paigeville Accounting, LLC as accountant; and David Goodridge with
Real Estate by Hamwey as its real estate broker.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on July 23, 2020. The committee is represented by Patten,
Peterman, Bekkedahl & Green, PLLC.
BLACKWOOD REDEVELOPMENT: Unsecureds be Paid From Collateral Sale
----------------------------------------------------------------
Blackwood Redevelopment Co. Inc. submitted a First Modified
Disclosure Statement explaining its Chapter 11 Plan.
The Debtor's real property located at 109 N. Black Horse Pike,
Blackwood, NJ ("109 N. BHP"), known as Riiff Plaza, was title
purchased by Blackwood in 2005 and is located at 109 N. Black Horse
Pike, Blackwood, NJ ("109 N. BHP").
Class 2 Secured Claim of PSB Credit Services, Inc., with a claim of
$2,657,173 as of May 21, 2019, is impaired. The claim will be paid
upon the sale of the collateral. Any remaining balance not paid
from the proceeds of the sale of the collateral will be considered
an unsecured claim.
Class 3 General unsecured claims totaling $68,970 are impaired.
General unsecured creditors will be paid in the event that the
collateral yields sale proceeds greater than the sums needed to pay
the secured creditors, the priority creditors and the
administrative claims.
Class 4 shareholders Daniel Riiff, Joseph D. Riiff, and Louis Riiff
are impaired. Any proceeds remaining after (i) the liquidation of
the Debtor's assets and (ii) the payment of all of the allowed
claims against the Debtor, will be held in trust for distribution
to the Equity Interest Holders.
The Plan will be funded by the following: The liquidation of the
Debtor's assets located at 109 North Black Horse Pike, Blackwood,
New Jersey, reserving the right to file any adversary complaints to
recover funds to the Debtor's Bankruptcy Estate, if any claims
become known.
A full-text copy of the First Modified Disclosure Statement dated
August 19, 2020, is available at https://tinyurl.com/y53gpfpn from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Carrie J. Boyle, Esq.
Boyle & Valenti Law, P.C.
10 Grove Street, 2nd Floor
Haddonfield, NJ 08033
Tel: (856) 499-3335
E-mail: cboyle@b-vlaw.com
About Blackwood Redevelopment
Blackwood Redevelopment Co. Inc., based in Blackwood, NJ, filed a
Chapter 11 petition (Bankr. D.N.J. Case No. 19-15937) on March 25,
2019. In the petition signed by Daniel Riiff, president, the
Debtor disclosed $1,400,000 in assets and $4,342,768 in
liabilities. Scott H. Marcus, Esq., at Nehmad Perrillo Davis &
Goldstein, PC, serves as bankruptcy counsel to the Debtor.
BLUE PRAIRIE: Plan Exclusivity Period Extended Until Oct. 30
------------------------------------------------------------
At the behest of Blue Prairie Brands, Inc., Judge Brendan L.
Shannon extended the periods within which the Debtor has the
exclusive right to file and solicit acceptances of a
bankruptcy-exit plan to and including October 30, and December 29,
2020, respectively.
The granted extension allows the Debtor and all other parties in
interest an opportunity to fully develop the grounds upon which a
plan of liquidation can be based, to negotiate with creditors and
propose and confirm a consensual plan of liquidation, and to
achieve objectives of a Chapter 11 plan without the disruption that
might be caused by the filing of competing plans.
About Blue Prairie Brands
Blue Prairie Brands, Inc. -- https://blueprairiebrands.com -- is a
privately held functional food company dedicated to discovering,
developing and bringing to market novel foods and ingredients that
benefit the health of consumers.
Blue Prairie Brands filed a Chapter 11 petition (Bankr. D. Del.
Case No. 19-12285) on Oct. 27, 2019. In the petition signed by
Thomas R. Burrows, authorized representative, the Debtor estimated
between $1 million and $10 million in both assets and liabilities.
Judge Brendan Linehan Shannon oversees the case. Goldstein &
Mcclintock LLP is the Debtor's legal counsel.
BURLESON HOME: Seeks Approval to Tap Hajjar Peters as Counsel
-------------------------------------------------------------
Burleson Home Furnishing, Corp. and Parker Quality Wood Product,
LLC seek approval from the U.S. Bankruptcy Court for the Western
District of Texas to employ Hajjar Peters, LLP as their legal
counsel.
The firm will render these legal services to the Debtors:
(a) advise the Debtors of their powers and duties in the
continued operation of their business and management of their
property;
(b) advise the Debtors of their responsibilities under the
Bankruptcy Code;
(c) assist the Debtors in preparing and filing the required
schedules, statements of affairs, monthly financial reports, the
initial debtors report and other documents;
(d) represent the Debtors in adversary proceedings and other
contested and uncontested matters in the bankruptcy court and in
other courts of competent jurisdiction concerning matters related
to Debtors' bankruptcy proceedings and financial affairs;
(f) represent the Debtors in the negotiation and documentation
of any sales or refinancing of property of the estate, and in
obtaining the necessary approvals of such sales or refinancing by
the court; and
(g) assist the Debtors in the formulation of a plan of
reorganization and disclosure statement, and in taking the
necessary steps to obtain approval of such disclosure statement and
plan.
The hourly billing rates of the firm's attorneys and
paraprofessionals are as follows:
Charlie Shelton $350
Other attorneys $250-$425
Paralegal $150
In addition, the firm will seek reimbursement for out-of-pocket
expenses.
Prior to the filing of the case, the firm received $50,000, of
which $1,717 was used to pay the filing fee and $10,820 was used to
prepare the first day motion filings, leaving a retainer of
$37,463.
Charlie Shelton, Esq., an attorney at Hajjar Peters, disclosed in
court filings that the firm is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Charlie Shelton, Esq.
Ron Satija, Esq.
Hajjar Peters, LLP
3144 Bee Caves Rd
Austin, TX 78746
Telephone: (512) 637-4956
Facsimile: (512) 637-4958
Email: cshelton@legalstrategy.com
rsatija@legalstrategy.com
About Burleson Home Furnishing
Burleson Home Furnishing, Corp. and its debtor affiliate, Parker
Quality Wood Product, LLC, filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case
No. 20-10960) on Aug. 27, 2020. The Hon. H. Christopher Mott is the
case judge. Hajjar Peters, LLP serves as the Debtors' counsel.
CHEETAH RENTALS: Seeks to Hire James S. Wilkins as Legal Counsel
----------------------------------------------------------------
Cheetah Rentals, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to employ James S. Wilkins, P.C.
as its legal counsel.
The professional services James S. Wilkins will render as follows:
(a) give the Debtor legal advice with respect to its power and
duties in the continued operation of its personal management of its
property;
(b) take necessary action to collect property of the estate
and file suits to recover the same;
(c) represent the Debtor in connection with the formulation
and implementation of a plan of reorganization and all matters
incident thereto;
(d) prepare legal papers;
(e) object to disputed claims; and
(f) perform all other legal services for the Debtor.
The Debtor has agreed to pay the firm at the rate of $400 per hour
for professional services, to be applied against a retainer of
$20,000 for post-petition services, costs and filing fees.
James Wilkins, Esq., disclosed in court filings that he is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The attorney can be reached at:
James S. Wilkins, Esq.
James S. Wilkins, P.C.
1100 NW Loop 410, Suite 700
San Antonio, TX 78205-1711
Telephone: (210) 271-9212
Facsimile: (210) 271-9389
Email: jwilkins@stic.net
About Cheetah Rentals
Cheetah Rentals, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No.
20-50061) on June 1, 2020. At the time of the filing, the Debtor
disclosed total assets of $100,236 and total liabilities of
$1,500,000. Judge David R. Jones oversees the case. James S.
Wilkins, P.C. serves as the Debtor's counsel.
CHESAPEAKE ENERGY: Seek Approval to Hire PwC as Auditor
-------------------------------------------------------
Chesapeake Energy Corporation and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
hire PricewaterhouseCoopers LLP to provide them with audit and tax
consulting services.
The firm's services will include:
Audit Services
(a) audit the consolidated financial statements of Chesapeake
Energy Corporation at Dec. 31, 2020, and provide CEC with an audit
report related to those financial statements;
(b) perform reviews of CEC's unaudited consolidated quarterly
financial information for each of the first three quarters in the
year ending Dec. 31, 2020, before the Form 10-Q is filed;
(c) communicate to the audit committee and management any
matters that come to PwC's attention as a result of the review that
PwC believes may require material modifications to the quarterly
financial information to conform with accounting principles
generally accepted in the United States; and
(d) perform certain incremental audit and review procedures,
including, but not limited to, (i) analyzing the identification of
pre and post-petition liabilities, (ii) testing reorganization
expenses, (iii) performing controls testing of new or modified
controls established during the bankruptcy process, (iv) providing
general accounting advice regarding the adoption of debtor in
possession accounting under ASC 852, (v) providing general
accounting advice around accounting while in bankruptcy and the
adoption of fresh start accounting, if applicable, and (vi)
reviewing any material changes to CEC's systems as a result of
emergence. Bankruptcy related audit services may also include
providing accounting consulting services associated with litigation
and investigation matters, capital markets transactions, and
liquidity assessments.
Tax Consulting Services
(a) Recurring Tax Services
(i) provide advice and answers to questions on federal,
state and local, and international tax matters, including research,
discussions, preparation of memoranda, and attendance at meetings
relating to such matters, as mutually determined to be necessary;
and
(ii) provide advice or assistance with respect to matters
involving the Internal Revenue Service (IRS) or other tax
authorities on an as-needed or requested basis.
(b) Other Tax Services
(i) performing other tax compliance and consulting
services as agreed to with the Debtors, and such services will be
performed pursuant to one or more statements of work;
(ii) determining the natural gas sales includable in the
Louisiana and Pennsylvania sales factor numerators for purposes of
the state corporate income and franchise taxes for the calendar
year ended Dec. 31, 2019;
(iii) meetings or calls with Chesapeake Operating, LLC (CO)
personnel to review and assist CO in its documentation of its
business operations, customers, and locations, including
state-based and offshore natural gas sales activities,
transportation, and delivery;
(iv) reviewing a sample of CO's material contracts to
understand the contractual terms and conditions of CO's customer
sales transactions;
(v) procuring and applying independent third-party data to
assist CO in determining and documenting its Louisiana and
Pennsylvania natural gas sales for the Tax Year; and
(vi) researching and analyzing Louisiana and Pennsylvania
state statutes, regulations, administrative guidance, and case law
applicable to the sourcing of CO's receipts to Louisiana and
Pennsylvania for the Tax Year.
PwC will be paid as follows:
(a) Audit Services Compensation:
(i) Audit Engagement Letter is a fixed fee arrangement
whereby PwC has agreed to be paid $3,850,000 for the services
thereunder (excluding the June 10, 2020 amendment);
(ii) Per the June 10, 2020 amendment, the services provided
under that amendment shall be pursuant to an hourly fee arrangement
as follows:
Bankruptcy Specialists Core Audit Team
(Assurance and Tax)
Partner $994 National Office
$994
Managing Director $994 Partner
$758-$994
Director $899 Director
$518-$775
Senior Manager $800 Manager
$361-$527
Manager $701 Senior Associate
$238-$386
Senior Associate $576 Experienced Associate
$174-$270
Experienced Associate $502 New Associate
$143-$255
New Associate $400
(b) Tax Consulting Services Compensation:
(i) The Tax Consulting Engagement Letter is an hourly
arrangement whereby PwC has agreed to charge the following hourly
rates:
Level Federal & State M&A Tax National Tax
Tax Service
Partner $765 $995 $1,148
Director $655 $765 $936
Senior Manager $615 $747
Manager $540 $713
Senior Associate $430 $494
Associate $340 $408
(c) Other Tax Services:
(i) A fixed fee of $35,000 for the Louisiana study and a
fixed fee of $35,000 for the Pennsylvania study, for total fixed
fees of $70,000, exclusive of expenses.
John McNamara, a partner at PwC, disclosed in court filings that
his firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
John P. McNamara
PricewaterhouseCoopers LLP
211 North Robinson Avenue, Suite 1400
Oklahoma City, OK 73102
Tel: +1 (405) 290-7200
About Chesapeake Energy
Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NYSE: CHK) operations are focused on discovering and developing
its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States.
Chesapeake Energy reported a net loss of $308 million for the year
ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19
billion in total assets, $2.39 billion in total current
liabilities, $9.40 billion in total long-term liabilities, and
$4.40 billion in total equity.
Chesapeake Energy and its affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after
reaching terms of a Chapter 11 plan of reorganization to eliminate
approximately $7 billion of debt.
Debtors have tapped Kirkland & Ellis LLP as legal counsel, Jackson
Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as
restructuring advisor, Rothschild & Co and Intrepid Financial
Partners as financial advisors, and Reevemark as communications
advisor. Epiq Global is the claims agent, maintaining the page
http://www.chk.com/restructuring-information.
Wachtell, Lipton, Rosen & Katz serves as legal counsel to
Chesapeake Energy's Board of Directors.
MUFG Union Bank, N.A., the DIP facility agent and exit facilities
agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors
LLC as financial advisor, and Houlihan Lokey Capital Inc. as
investment banker.
Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal
counsel to an ad hoc group of first lien last out term loan lenders
while Perella Weinberg Partners and Tudor, Pickering, Holt & Co.
serve as the group's investment bankers.
Franklin Advisers, Inc. has tapped Akin Gump Strauss Hauer & Feld
LLP as legal counsel, FTI Consulting, Inc. as financial advisor,
and Moelis & Company LLC as investment banker.
On July 9, 2020, the Office of the U.S. Trustee appointed a
committee to represent unsecured creditors in Debtors' Chapter 11
cases. The unsecured creditors' committee has tapped Brown Rudnick,
LLP and Norton Rose Fulbright US, LLP as its legal counsel, and
AlixPartners, LLP as its financial advisor.
On July 24, 2020, the bankruptcy watchdog appointed a committee of
royalty owners. The royalty owners' committee is represented by
Forshey & Prostok, LLP.
COASTAL INTERNATIONAL: Says Fourth Amended Disclosures Inadequate
-----------------------------------------------------------------
Debtor Coastal International Inc. responded to the objection of
American Home Assurance Company ("AHAC") to the Fourth Amended
Disclosure Statement describing the Debtor's Fourth Amended Chapter
11 Plan of Reorganization.
The Debtor asserts that the entity contributing the new value
contribution ("New Value Contribution") was disclosed in the
Disclosure Statement and is Coastal International Trade Show
Services, LLC ("Principal"). The relationship of Principal to
Coastal International Holdings, LLC ("Holdings") was likewise
disclosed.
The Debtor points out that the third party funding proposed in the
Disclosure Statement is adequately disclosed as required by Section
1125 of the Bankruptcy Code. The Debtor disclosed the source of
the funding, the amount of the funding and the type of funding.
According to Debtor, the Plan Agent and the Assigned Actions are
Adequately Disclosed. The Plan Agent was chosen by the Committee
and was vetted by the Debtor's financial advisor and so it is
unclear why AHAC remains intent on objecting to the Plan Agent and
the proposed terms of his appointment.
The Debtor asserts that the Disclosure Statement describes the
Insider Preference Action and states in clear and certain terms
that it is being assigned to the Plan Agent. The Debtor and the
Committee have been negotiating a settlement of the Insider
Preference Action.
The Debtor points out that the instant Plan provides that all
payments to general unsecured creditors be made on the Effective
Date by the Debtor and so years and years of projections are
unnecessary. There are no payments over time by the Debtor to the
general unsecured creditors which AHAC clearly knows as this
provision of the Plan has been disclosed for months to AHAC.
Attorneys for the Debtor:
Jeffrey I. Golden
Reem J. Bello
WEILAND GOLDEN GOODRICH LLP
650 Town Center Drive, Suite 600
Costa Mesa, California 92626
Telephone 714-966-1000
Facsimile 714-966-1002
E-mail: jgolden@wgllp.com
rbello@wgllp.com
About Coastal International
Coastal International, Inc., is a Nevada corporation formed in
1984, which provides trade show installation and dismantling
services in the exhibit and event industry. Its operations extend
into major cities across the United States, and the Company
maintains a staff of trained, full-time employees to handle most
any installation and dismantling project from start to finish.
Coastal generated approximately $24 million in revenues during
2018.
Coastal International sought creditor protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No.19-13584) on Sept.
15, 2019. At the time of the filing, the Debtor was estimated to
have assets of between $1 million and $10 million and liabilities
of between $10 million and $50 million. The case has been assigned
to Judge Theodor Albert. The Debtor tapped Weiland Golden Goodrich
LLP as counsel; and Finestone Hayes LLP, as co-counsel.
COLORADO WINDOW: Wins Confirmation of Small Business Plan
---------------------------------------------------------
Colorado Window Source, Inc., has won confirmation of its Plan of
Reorganization dated June 2, 2020 for Small Business Under Chapter
11, Subchapter V.
Pursuant to the Plan, Class 4 - General Unsecured Claims will
receive Impaired Payment of a percentage of gross revenue over a
3-year repayment term. Starting the earlier of the date on which
the Professional Fee Claims are paid in full or six months after
the Effective Date of the Plan, the Debtor will set aside a
percentage of gross revenue. Distributions will be made pro rata to
Class 4 Claimants every 3 months thereafter. The Gross Revenue to
be paid to Class 4 Claimants shall be:
1% of Gross Revenue for the first year of the Repayment Term;
2% for the second year of the Repayment Term; and
3% for the third year of the Repayment Term.
Class 4 Claimants are anticipated to receive approximately 30% of
their Allowed Claims.
At the time of the filing of the Plan, the Debtor has borrowed
$75,000 from James Leonard Durocher, Jr., in accordance with the
approved Lending Agreement. Beginning the first full month after
the Confirmation Date of the Plan, the Debtor will pay the Durocher
Loan in equal monthly installments over a term of three-years until
paid in full together with interest at a rate of 3% per annum. The
monthly payment on the Durocher Loan shall be approximately $2,181.
Durocher established the Debtor in 2003 together with John
Jameson, Scott Schramm, and Kurt Schramm.
The Plan was confirmed pursuant to the Court's confirmation order
dated August 5, 2020. According to the Plan, the Debtor's assets,
owned on the Petition Date, total $24,772.
Colorado Window Source, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D. Colo. Case No. 20-11561) on March 4, 2020,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Keri L. Riley, Esq., at Kutner Brinen,
P.C.
The United States Trustee appointed as Sub-chapter V trustee
pursuant to 11 U.S.C. Section 1183(a):
Mark D. Dennis
DENNIS & COMPANY, P.C.
8400 E. Crescent Pkwy, Ste. 600
Greenwood Village, CO 80111
Tel: (720) 528-4087
E-mail: mark@denniscocpa.com
CONTRACT TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Contract Transport Services, Inc.
3223 Perkins Ave.
Cleveland, OH 44114
Business Description: Contract Transport Services, Inc. --
http://www.ctsoh.net-- is a Cleveland-based
passenger transportation company that began
in 1997. The Company regularly provides
transport for hotels all over NE Ohio as
well popular venues throughout the region,
such as racino's, restaurants, wedding
receptions, Cleveland Hopkins, Akron-Canton
Airport, and much more.
Chapter 11 Petition Date: October 6, 2020
Court: United States Bankruptcy Court
Northern District of Ohio
Case No.: 20-14502
Judge: Hon. Arthur I. Harris
Debtor's Counsel: Frederic P. Schwieg, Esq.
FREDERICK P SCHWIEG ATTORNEY AT LAW
19885 Detroit Rd #239
Rocky River, OH 44116-1815
Tel: 440-499-4506
Email: fschwieg@schwieglaw.com
Total Assets: $252,528
Total Liabilities: $3,907,364
The petition was signed by William Madachik, 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/UZQ4BRI/Contract_Transport_Services_Inc__ohnbke-20-14502__0001.0.pdf?mcid=tGE4TAMA
COSMOLEDO LLC: Rosenburg Represents 3rd and 87th, Central Park
--------------------------------------------------------------
In the Chapter 11 cases of Cosmoledo LLC, et al., the law firm of
Rosenberg & Estis, P.C. submitted a verified statement under Rule
2019 of the Federal Rules of Bankruptcy Procedure, to disclose that
it is representing the following creditors:
a. 3rd and 87th, L.P., c/o KLM Equities Inc., 920 Broadway,
17th Floor, New York, New York 10010. 3rd and 87th is the
landlord of the premises located at 1535 Third Avenue, New
York, New York 10028. 3rd and 87th holds pre- and post-
petition claims against the Debtors in an aggregate amount
of not less than $422,572.38, including, inter alia, rent
and other amounts due under that certain non-residential
real property lease dated March 13, 2014, as amended
b. Central Park South Associates, LLC, c/o Omnispective
Management Corp., 240 Central Park South, New York, New
York 10019. CPS Associates is the landlord of the premises
located at 240 Central Park South, New York, New York
10019. CPS Associates holds pre- and post-petition claims
against the Debtors in an aggregate amount of not less
than $559,717.19, including, inter alia, rent and other
amounts due under that certain non-residential real
property lease dated April 1, 2013.
R&E does not presently own, nor has it previously owned, any claims
against, or interests in, the Debtors.
Nothing contained in this Statement is intended or should be
construed to constitute (a) a waiver or release of any claims filed
or to be filed against the Debtors by 3rd and 87th or CPS
Associates; nor (b) an admission with respect to any fact or legal
theory. Nothing herein should be construed as a limitation upon, or
waiver of, any rights of the above-named creditors to assert, file
and/or amend any proof of claim in accordance with applicable law
and any orders entered in the Chapter 11 Cases.
The undersigned certifies that this Statement is true and accurate,
to the best of my knowledge, information, and belief. R&E reserves
the right to revise, supplement and/or amend
this Statement as may be appropriate or necessary.
Counsel for 3RD and 87TH, L.P. and Central Park South Associates,
LLC can be reached at:
ROSENBERG & ESTIS, P.C.
Jack J. Rose, Esq.
733 Third Avenue
New York, NY 10017
Tel: (212) 867-6000
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/34vovfB
About Cosmoledo LLC
Cosmoledo, LLC and affiliates own and operate 16 fine casual bakery
cafes in New York City under the trade name "Maison Kayser."
Maison Kayser, a global brand, is an authentic artisanal French
boulangerie that has been doing business in New York since 2012.
For more information, visit https://maison-kayser-usa.com/
Cosmoledo, LLC, and its affiliates, including Breadroll, LLC,
sought Chapter 11 protection (Bankr. S.D.N.Y Lead Case No.
20-12117) on Sept. 10, 2020.
In the petitions were signed by CEO Jose Alcalay, the Debtors were
estimated to have assets in the range of $10 million to $50
million, and $50 million to $100 million in debt.
The Debtors tapped Mintz & Gold LLP as their bankruptcy counsel,
and CBIZ Accounting, Tax and Advisory of New York LLC as their
financial advisor, accountant and consultant. Donlin Recano & Co.,
Inc. -- https://www.donlinrecano.com/Clients/mk/Index -- is the
claims agent.
CREATIVE REALITIES: Incurs $2.46-Mil. Net Loss in Second Quarter
----------------------------------------------------------------
Creative Realities, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $2.46 million on $3.65 million of total sales for the three
months ended June 30, 2020, compared to net income of $417,000 on
$9.31 million of total sales for the three months ended June 30,
2019.
For the six months ended June 30, 2020, the Company reported a net
loss of $15.64 million on $7.36 million of total sales compared to
net income of $233,000 on $18.80 million of total sales for the
same period during the prior year.
As of June 30, 2020, the Company had $21.78 million in total
assets, $18.63 million in total liabilities, and $3.15 million in
total shareholders' equity.
Creative Realities said, "While our outlook for the digital signage
industry over the long term remains strong, we have experienced
rapid and immediate deterioration in our short term business as a
result of the COVID-19 pandemic, generating increased uncertainty
across our customer base in each of our key vertical markets. The
elective and forced closures of businesses across the United States
and Canada has resulted in reduced demand for our services, which
primarily assist business in engaging with their end customers in a
physical space through digital technology. The elimination and
minimizing of public gatherings has materially impacted demand for
products and services in our theater, sports arena and large
entertainment markets. These conditions have resulted in downward
revisions of our internal forecasts on current and future projected
earnings and cash flows. The effective halting of pending and
anticipated projects caused our projected incoming cash to be
delayed, and consequently cash flows have slowed, including a
slowdown in payments by customers for previously completed
projects, which has further limited cash collections. We have
implemented various cost cutting measures, including slowing our
payments of accounts payable and accrued liabilities, negotiated
extensions for certain currently and past due payments to key
vendors, and implemented compensation reductions for most personnel
retained following the reduction-in-force activities taken by the
Company in mid-March 2020."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1356093/000121390020021948/f10q0620_creativereal.htm
About Creative Realities
Creative Realities, Inc. -- http://www.cri.com-- is a Minnesota
corporation that provides innovative digital marketing technology
and solutions to retail companies, individual retail brands,
enterprises and organizations throughout the United States and in
certain international markets. The Company has expertise in a
broad range of existing and emerging digital marketing
technologies, as well as the related media management and
distribution software platforms and networks, device management,
product management, customized software service layers, systems,
experiences, workflows, and integrated solutions.
Creative Realities reported net income of $1.04 million for the
year ended Dec. 31, 2019, following a net loss of $10.62 million
for the year ended Dec. 31, 2018. As of March 31, 2020, the
Company had $21.79 million in total assets, $16.42 million in total
liabilities, and $5.37 million in total shareholders' equity.
Creative Realities received a letter from The Nasdaq Stock Market
LLC on April 28, 2020, advising the Company that for 30 consecutive
trading days preceding the date of the Notice, the bid price of the
Company's common stock had closed below the $1.00 per share minimum
required for continued listing on The Nasdaq Capital Market
pursuant to Nasdaq Listing Rule 5550(a)(2). The compliance period
for the Company will expire on Dec. 28, 2020.
CREATIVE REALITIES: Signs 9th Amendment to Slipstream Loan Pact
---------------------------------------------------------------
Creative Realities, Inc. entered into a Ninth Amendment to Loan and
Security Agreement with its subsidiaries and Slipstream
Communications, LLC ("Lender"). Pursuant to the Amendment, the
parties agreed to extend the date on which the Lender's existing
$2,000,000 special loan to the Company (with accrued and unpaid
interest) automatically converts into a new class of senior
preferred stock of the Company, from Oct. 1, 2020 to Nov. 30, 2020
(or upon an earlier event of default).
About Creative Realities
Creative Realities, Inc. -- http://www.cri.com/-- is a Minnesota
corporation that provides innovative digital marketing technology
and solutions to retail companies, individual retail brands,
enterprises and organizations throughout the United States and in
certain international markets. The Company has expertise in a
broad range of existing and emerging digital marketing
technologies, as well as the related media management and
distribution software platforms and networks, device management,
product management, customized software service layers, systems,
experiences, workflows, and integrated solutions.
Creative Realities reported net income of $1.04 million for the
year ended Dec. 31, 2019, following a net loss of $10.62 million
for the year ended Dec. 31, 2018. As of March 31, 2020, the
Company had $21.79 million in total assets, $16.42 million in total
liabilities, and $5.37 million in total shareholders' equity.
Creative Realities received a letter from The Nasdaq Stock Market
LLC on April 28, 2020, advising the Company that for 30 consecutive
trading days preceding the date of the Notice, the bid price of the
Company's common stock had closed below the $1.00 per share minimum
required for continued listing on The Nasdaq Capital Market
pursuant to Nasdaq Listing Rule 5550(a)(2). The compliance period
for the Company will expire on Dec. 28, 2020.
DALLAS EUROPEAN: Plan Not Proposed in Good Faith, Says City Bank
----------------------------------------------------------------
City Bank, a secured creditor, objects to approval of the
Disclosure Statement and confirmation of the Plan of Dallas
European Auto, LLC.
According to City Bank, the Disclosure Statement does not contain
information in sufficient detail to enable a typical creditor to
make an informed judgment about the Plan proposed by the Debtor.
City Bank asserts that the Disclosure Statement fails to provide
"adequate information" regarding the liquidation analysis
City Bank complains that the Disclosure Statement fails to
adequately disclose what the debtor's payroll is, how it is arrived
at or other key information about debtor's income and expenses.
City Bank also points out that Exhibit "B" to the Disclosure
Statement provides no detail on how these projections were arrived
at, nor do the projections appear to mesh with the Debtor's
operating reports.
According to City Bank, Debtor's Plan is not proposed in good faith
and/or does not comply with all applicable provision of Chapter
11.
City Bank asserts that the Debtor fails to pay unsecured creditors
in full, even over time; yet, Mr. Ahmadian (who caused the
"disaster" that led to the Debtor's financial demise) continues to
retain a hefty salary from the Debtor - $120,000.00 per year.
City Bank complains that the Debtor's Plan is not fair and
equitable, and violates the absolute priority rule. City Bank
points out that the Plan, however, does not provide City Bank with
any property the value of its allowed claim or payment in full of
its claim (instead all unsecured creditors get is a $3,000 per
month payment to split, which the Debtor asserts will pay a 35%
distribution to creditors).
Attorneys for City Bank:
MULLIN HOARD & BROWN, LLP
M. Andrew Stewart
P.O. Box 2585
Lubbock, Texas 79408
Telephone: (806) 765-7491
Facsimile: (806) 765-0553
E-mail: astewart@mhba.com
About Dallas European Auto
Dallas European Auto, a Mercedes-Benz repair shop in Plano, Texas,
filed its voluntary Chapter 11 petition (Bankr. E.D. Tex. Case
No.20-40175) on Jan. 17, 2020. At the time of the filing, the
Debtor estimated $50,000 in assets and $1 million to $10 million in
liabilities. Eric A. Liepins, P.C., is the Debtor's legal counsel.
DETROIT, MI: Moody's Rates Series 2020 $80MM GO Bonds 'Ba3'
-----------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to the City of
Detroit, MI's $80 million Unlimited Tax General Obligation Bonds,
Series 2020. Concurrently, Moody's affirmed the Ba3 rating on the
city's outstanding GOULT debt. Inclusive of the upcoming sale, the
rating applies to $206 million of GOULT debt that has an underlying
rating. The outlook remains positive.
RATINGS RATIONALE
The Ba3 rating balances the city's robust reserves and strong
financial planning practices with its weak property tax base,
significant debt and pension leverage, and substantial resource
demands including the need for further capital investments to
improve physical infrastructure, combat blight and promote economic
growth. The coronavirus-driven recession has caused significant
declines in economically sensitive revenues that a make up a
significant share of the city's revenues. However, because the city
took proactive steps very early in the downturn to adjust
expenditures including reducing capital spending and eliminating
positions, reserves will likely remain healthy.
RATING OUTLOOK
The positive outlook reflects the city's early and significant
response to projected revenue declines. The city's rating is likely
to move upward if it emerges from the recession with only a minimal
draw on reserves and moderate increases in debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
- Signs that revenues are decisively on a path to recovery
supporting the city's capacity to maintain healthy reserves while
investing in services and capital
- Adherence to pension funding strategy of building significant
reserves in an irrevocable trust to prepare for a spike in pension
costs
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
- Material growth in leverage, fixed costs, or capital needs, or
draws on operating reserves that leave inadequate fund balances to
mitigate current and future challenges
- Failure to sustain progress towards meeting future increases in
pension contributions
- Negative changes in the city's economic profile, such as a
failure of recession-related job losses to recover, or an
accelerated decline in population
LEGAL SECURITY
The series 2020 bonds and outstanding GOULT bonds are full faith
and credit general obligations secured by the city's pledge to levy
property taxes without limitation as to rate or amount as
authorized by voters.
USE OF PROCEEDS
The 2020 bonds will finance a portion of the city's capital agenda
including public safety, recreation and museums, and
transportation.
PROFILE
With a current estimated population (based on the American
Community Survey) of just over 670,000, Detroit is the 23rd largest
city in the US and the largest city in Michigan (Aa1 stable). The
city emerged from bankruptcy in 2014.
METHODOLOGY
The principal methodology used in these ratings was US Local
Government General Obligation Debt published in July 2020.
DFW WHEEL: Files Voluntary Chapter 7 Bankruptcy Petition
--------------------------------------------------------
DFW Wheel & Tire Outlet LLC filed for voluntary Chapter 7
bankruptcy protection on Sept. 14, 2020 (Bankr. N.D. Tex. Case No.
20-32371).
A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled for
Oct. 14, 2020.
The Chapter 7 trustee:
Areya Holder
Law Office of Areya Holder, P.C. 901 Main Street, Suite
5320
Dallas, TX 75202
The Debtor's counsel:
Megan K. Price
Price And Price Law, P.C.
Tel: 214-696-9601
E-mail: megan@priceandpricelawfirm.com
According to the Dallas Business Journal, the debtor listed an
address of 1714 E. Union Bower Rd., Irving, and is represented in
court by attorney Megan K. Price. DFW Wheel & Tire Outlet LLC
listed assets up to $1,500 and debts up to $30,392. The filing's
largest creditor was listed as Southern Tire Mart with an
outstanding claim of $12,816.
DFW Wheel & Tire Outlet LLC is a tire shop located in Irving,
Texas.
DIBELLA GENERAL: U.S. Trustee Wins Case Dismissal
-------------------------------------------------
Judge Ashely M. Chan granted the request of the U.S. Trustee to
dismiss the Chapter 11 case of Dibella General Contractors, LLC.
Andrew R. Vara, the United States Trustee for Region 3, argued
cause exists under 11 U.S.C. Sections 1112(b)(4)(A) and (B) to
dismiss this case because the Debtor's principal lacks the
fiduciary capacity and has a conflict of interest disabling the
Debtor to act as a "debtor in possession." According to Mr. Vara,
the Debtor's principal, Michael DiBella, failed to understand and
is incapable of performing his fiduciary obligations and has
demonstrated such by admitting he conflates the Debtor, his related
entity, DiBella & Sons, and himself, and admits that he considers
them one and the same. Mr. DiBella admitted that he is operating
the Debtor for the sole purpose of transitioning the Debtor's work
and customers to his alter ego company, DiBella & Sons, Inc., and
thus has a blatant conflict. As Mr. DiBella is the sole owner and
operator of the Debtor, as such there is no one else to run the
Debtor, short of the appointment of a trustee, Mr. Vera noted.
Mr. Vera also said the case is a two-party dispute between the
Debtor and secured creditor John Deere Construction & Forestry
Company, as Mr. DiBella has represented that the Debtor can pay all
other creditors in full.
Mr. Vera recounted that on June 22, 2020, John Deere obtained stay
relief to recover its equipment subject of the Debtor's sublease.
Without the equipment, the Debtor is unlikely to be able to
operate.
The case is dismissed effective September 16, 2020.
About Dibella General Contractors
DiBella General Contractors, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Pa. Case No. 20-11152) on February 25,
2020, listing under $50,000 in estimated assets and liabilities.
The Debtor elected to proceed under the provisions of subchapter V
of Chapter 11 of the Bankruptcy Code. The United States Trustee
has appointed as Sub-chapter V trustee:
Holly S. Miller, Esq.
GELLERT SCALI BUSENKELL & BROWN, LLC
8 Penn Center
1628 John F. Kennedy Blvd., Suite 1901
Philadelphia, PA 19101
Telephone: (215) 238-0012
Facsimile: (215) 238-0016
E-mail: hsmith@gsbblaw.com
DMP VENTURES: Files Voluntary Chapter 7 Bankruptcy Petition
-----------------------------------------------------------
DMP Ventures LLC filed for voluntary Chapter 7 bankruptcy
protection Sept. 21, 2020 (Bankr. N.D. Tex. Case No. 20-42952).
The Debtor's counsel:
Lindsay Daniel Steele
Steele Law Firm, PLLC
Tel: (682) 231-0909
E-mail: lsteele@steelebankruptcy.com
According to the Dallas Business Journal, the Debtor listed an
address of 220 Pebblestone Dr., Benbrook, and is represented in
court by attorney Lindsay Daniel Steele. DMP Ventures LLC listed
assets up to $3,474 and debts up to $105,313. The filing's largest
creditor was listed as TSCA-335 LP with an outstanding claim of
$52,200.
DMP Ventures LLC located in Benbrook, Texas that offers vending
machines.
DPW HOLDINGS: May Sell up to $8.97M Worth of Common Stock
---------------------------------------------------------
DPW Holdings, Inc. has established an "at-the-market" equity
offering program under which it may sell, from time to time, shares
of its common stock for aggregate gross proceeds of up to
$8,975,000. The shares of common stock will be offered through
Ascendiant Capital Markets, LLC, which will act in its capacity as
sales agent.
Pursuant to a sales agreement with the Agent, sales of shares of
the Company's common stock may be made in transactions that are
deemed to be "at-the-market" offerings, including sales made by
means of ordinary brokers' transactions on the NYSE American or
otherwise at market prices prevailing at the time of sale or as
agreed to with the Agent.
The Company intends to use the net proceeds from the
"at-the-market" equity offering, if any, for the financing of
possible acquisitions of companies and technologies, business
expansions and investments and for working capital and general
corporate purposes, which may include the repayment, refinancing,
redemption or repurchase of future indebtedness or capital stock.
The Company does not have agreements or commitments for any
specific acquisitions at this time.
The shares of common stock are being offered pursuant to a shelf
registration statement (File No. 333-222132) which became effective
on Jan. 11, 2018. Such shares of common stock may be offered only
by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement. Before
making an investment in these securities, potential investors
should read the prospectus supplement and the accompanying
prospectus for more complete information about the Company and the
"at-the-market" equity offering program. Potential investors may
obtain these documents for free by visiting EDGAR on the U.S.
Securities and Exchange Commission's website at www.sec.gov.
Alternatively, potential investors may contact the Agent, who will
arrange to send them these documents: Ascendiant Capital Markets,
LLC, Attention: Jennifer Martin, 18881 Von Karman Avenue, 16th
Floor, Irvine, CA 92612, telephone: (949) 259-4907 Ext. 49, email:
jmartin@ascendiant.com.
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
toselectentrepreneurial 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
anet 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.
ETS of WASHINGTON: Seeks Approval to Tap Samuelson Law as Counsel
-----------------------------------------------------------------
ETS of Washington seeks approval from the U.S. Bankruptcy Court for
the District of Columbia to employ Samuelson Law, LLC as its legal
counsel.
The firm will render these professional services to the Debtor:
(a) Assist and advise the Debtor relative to the
administration of its Chapter 11 case;
(b) Advise the Debtor with respect to its powers and duties in
the continued management and operation of its business and
property;
(c) Represent the Debtor before the bankruptcy court and
advise the Debtor on pending litigation, hearings, motions, and
decisions of the court;
(d) Review and advise the Debtor regarding applications,
orders, and motions filed with the bankruptcy court by third
parties;
(e) Attend meetings conducted pursuant to Section 341(a) of
the Bankruptcy Code and represent Debtor at all examinations;
(f) Communicate with creditors and other parties in interest;
(g) Assist the Debtor in preparing legal papers;
(h) Confer with other professionals retained by the Debtor and
other parties-in-interest;
(i) Negotiate and prepare the Debtor's chapter 11 plan,
related disclosure statement, and all related agreements and
documents and take any necessary actions on the Debtor's behalf to
obtain confirmation of the plan; and
(j) Perform all other necessary legal services in connection
with the case.
The current hourly rates of the firm's professionals are as
follows:
Attorneys $340 - $450
Paralegals $195
Samuelson Law will also seek reimbursement for expenses incurred.
Kenneth Samuelson, Esq., at Samuelson Law, disclosed in court
filings that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Kenneth L. Samuelson, Esq.
Samuelson Law, LLC
2020 Pennsylvania Avenue, N.W., #417
Washington, DC 20006-1811
Telephone: (202) 494-0848
Email: ksamuelson@samuelson-law.com
About ETS of Washington
ETS of Washington, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 20-00397)
on Sept. 28, 2020. At the time of the filing, Debtor had estimated
assets of between $1,000,001 and $10,000,000 and liabilities of
between $500,001 and $1,000,000. Judge Elizabeth L. Gunn oversees
the case. Samuelson Law, LLC serves as the Debtor's legal counsel.
EXAMINATION MANAGEMENT: Subject to Involuntary Chapter 7 Petition
-----------------------------------------------------------------
Irving, Texas-based Examination Management Services Inc. was
subject to an involuntary Chapter 7 bankruptcy petition filed Sept.
14, 2020 (Bankr. N.D. Tex. Case No. 20-32367).
The petition was filed by alleged creditors JTD Services Inc, Lynn
Blank Exam Services, Bistate Professional Services Inc., and Five
Eight Eight Two, Inc.
Examination Management Services, Inc. (EMSI) provides medical
information, risk management and investigative services to the
insurance, healthcare, legal, wellness and business communities.
FIZZ & BUBBLE: Says Sale of All Assets to Address Plan Concerns
---------------------------------------------------------------
Fizz & Bubble, LLC, responded to the objections to the Disclosure
Statement by the Official Committee of Unsecured Creditors; the
State of Oregon, Bureau of Labor and Industries' ("BOLI"); and the
U.S. Trustee.
As counsel for the BOLI correctly points out, the Debtor has not
yet filed a Sale Motion to delineate the full economic terms for an
acquisition of substantially all of the Debtor's assets.
It is also correct that the Debtor anticipated having a sale
proposal in hand in order to address the questions raised in the
BOLI's objection on the actualities of the proposed sale by this
point.
The Debtor, with the aid of its professionals, has made significant
progress to secure investment in the Acquiring Entity that will
facilitate a sale of the Debtor's assets and fund distributions
under the Plan.
The Debtor points out that a fully realized capitalization plan for
the Acquiring Entity and sale offer would resolve most of the
questions posed by BOLI and provide "adequate information" in the
Disclosure Statement to allow creditors to review and vote on the
Plan.
The UST also raises concerns with treatment of certain junior lien
creditors, which the Debtor has proposed to address as unsecured,
as lacking any value in collateral to support their claims. Debtor
filed a motion to value collateral on 8/19/20 to put this matter at
issue so it may be resolved in advance or at the time of
confirmation of the Debtor’s Plan and consideration of the
forthcoming Sale Motion.
Attorneys for the Debtor:
Douglas R. Ricks
Daniel C. Bonham
VANDEN BOS & CHAPMAN, LLP
319 SW Washington St., Ste. 520
Portland, OR 97204
Telephone: 503-241-4869
Fax: 503-241-3731
About Fizz & Bubble
Fizz & Bubble, LLC -- https://fizzandbubble.com/ -- is a toiletries
wholesaler based in Wilsonville, Oregon offering an array of
luxurious bath and shower treats. The company's products include
bath fizzies, bubble bath cupcakes, bubble bath elixirs, bath
truffles, bath melts, shower steamers, body scrubs, whipped soaps,
body frosting lotions, face mask frostings, and lip scrubs.
Fizz & Bubble filed for Chapter 11 bankruptcy protection (Bankr. D.
Ore. Case No. 19-34092) on Nov. 4, 2019. In the petition signed by
Kimberly Ann Mitchell, sole member and chief creative officer, the
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities. The Hon. Trish M. Brown oversees the case.
The Debtor is represented by Douglas R. Ricks, Esq., at Vanden Bos
& Chapman, LLP.
FRIENDS OF CITRUS: Plan Exclusivity Extended Until December 6
-------------------------------------------------------------
At the behest of Friends of Citrus and the Nature Coast, Inc.,
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division, extended the period
within which the Debtor has the exclusive right to file a plan of
reorganization and disclosure statement through and including
December 6, 2020, and to solicit acceptances of the plan through
and including February 4, 2021.
This is the Debtor's fourth request for extension and the Debtor
believes it is reasonable given its progress to date, an unexpected
calamity in the way of the Covid-19 pandemic, and the current
posture of the nursing home and Vitas litigation having been set
for trial.
The Debtor points out that:
(a) An unresolved contingency has arisen because of the
Covid-19 pandemic which has slowed down efforts by the Debtor to
resolve outstanding claims for recovery of money that the Debtor
believes is owed by the pre-petition purchaser of its hospice
assets, Vitas of Florida, Inc.; to that end, the Debtor filed a
Motion for Partial Summary Judgment on June 4, 2020, which was
heard by the court on June 29, 2020; the court denied the Debtor's
motion for partial summary judgment and required the parties to
complete discovery in preparation for trial by no later than
September 16 and attend a pre-trial conference on September 23, to
discuss setting a 3-4 day trial for some time in October 2020.
(b) There remain four discreet claims asserted against the
Debtor by the United States Government through its proofs of claim
that arose from the Debtor's previous business of operating a
12-county non-profit Medicare-certified hospice in the Nature Coast
of Florida. The Debtor and the Government have already settled
three of the four claims and are hoping to settle the final claim,
pertaining to the 2015 DOJ Settlement Agreement arising from a Zone
Integrity Program Contractor's (ZPIC) audit; however, the
government will not negotiate a reduction of the Settlement
Agreement until the Vitas litigation on a $1.3 million escrow is
resolved either by settlement or trial.
(c) The Debtor is still in negotiations with three nursing
home claims arising from Medicaid rate adjustments to which the
nursing homes have filed responses to the Debtor's objections,
which were set for a hearing on the Debtor's Motion for Summary
Judgment on July 15, 2020. The court denied the Motion for Summary
Judgment and set the nursing homes claims objection for an
evidentiary hearing on October 15, 2020.
The Debtor, a not-for-profit entity, intends to continue its
charitable mission of providing grief counseling in the Nature
Coast and is hoping to retain a portion of its cash after
negotiating a favorable reduction in the DOJ settlement so that a
plan can be formulated on a totally consensual basis.
Absent the extension, the Debtor's plan exclusivity period was
slated to expire through September 7 and its solicitation period
November 6.
About Friends of Citrus And The Nature Coast
Friends of Citrus And The Nature Coast --
https://friendsofcitrus.org/ -- is a charitable organization
providing community grief support workshop for anyone who has
experienced a loss; telephone support; grief support resources for
all ages; educational materials for parents and teachers; and
children's grief support camps.
Friends of Citrus And The Nature Coast, Inc. filed a voluntary
petition in this Court for relief under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03101) on Aug. 14,
2019. On Aug. 15, 2019, the case was transferred to Tampa Division
and was assigned a new case number (Case No. 19-07720).
In the petition signed by Bonnie L. Saylor, chief executive
officer, Friends of Citrus estimated $7,510,918 in assets and
$5,283,937 in liabilities.
Judge Michael G. Williamson oversees the case. Frank P. Terzo,
Esq. and Nicolette Corso Vilmos, Esq., at Nelson Mullins Broad and
Cassel serves as the Debtor's legal counsel.
FUELCELL ENERGY: Closes Public Offering of 50M Common Shares
------------------------------------------------------------
FuelCell Energy, Inc. completed its previously announced
underwritten public offering of 50,025,000 shares of its common
stock, including the underwriters' exercise, in full, of their
option to purchase an additional 6,525,000 shares of common stock.
Gross proceeds from the offering are approximately $105,052,500,
before deducting the underwriters' discounts and offering
expenses.
J.P. Morgan Securities LLC, Barclays Capital Inc., and Canaccord
Genuity LLC acted as joint book-running managers and Loop Capital
Markets LLC acted as co-manager for the offering.
About FuelCell Energy
Headquartered in Danbury, Connecticut, FuelCell Energy, Inc. --
http://www.fuelcellenergy.com-- is a global developer of
environmentally responsible distributed baseload power solutions
through its proprietary fuel cell technology. The Company develops
turn-key distributed power generation solutions and operate and
provide comprehensive services for the life of the power plant.
The Company provides solutions for various applications, including
utility-scale distributed generation, on-site power generation and
combined heat and power, with the differentiating ability to do so
utilizing multiple sources of fuel including natural gas, Renewable
Biogas (i.e., landfill gas, anaerobic digester gas), propane and
various blends of such fuels.
Fuelcell reported a net loss attributable to common stockholders of
$100.25 million for the year ended Oct. 31, 2019, a net loss
attributable to common stockholders of $62.17 million for the year
ended Oct. 31, 2018, and a net loss attributable to common
stockholders of $57.10 million for the year ended Oct. 31, 2017. As
of July 31, 2020, the Company had $436.8 million in total assets,
$280.6 million in total liabilities, $59.86 million inredeemable
Series B preferred stock, and $96.32 million in total stockholders'
equity.
GARRETT MOTION: Ropes & Gray Represents Noteholder Group
--------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Ropes & Gray LLP submitted a verified statement
that it is representing the Ad Hoc Group of Secured Noteholders in
the Chapter 11 cases of Garrett Motion, Inc., et al.
The Ad Hoc Group of Secured Noteholders by and through their
undersigned counsel, of 5.125% Senior Notes due 2026 issued
pursuant to that certain Indenture, dated as of September 27, 2018,
together with any other agreements or documents executed in
connection therewith, by and among Garrett L X I S.À.R.L. and
Garrett Borrowing LLC, Garrett Motion Inc., the Guarantors party
thereto, Deutsche Trustee Company Limited, as indenture trustee,
Deutsche Bank AG, London Branch, as security agent and paying
agent, and Deutsche Bank Luxembourg S.A., as registrar and transfer
agent.
During September 2020, members of the Ad Hoc Group of Secured
Noteholders retained attorneys with the firm of Ropes & Gray LLP to
represent them as counsel in connection with the outstanding debt
obligations of the above-captioned debtors and debtors in
possession.
Upon information and belief formed after due inquiry, Ropes & Gray
does not hold any disclosable economic interests in relation to the
Debtors.
As of Oct. 5, 2020, members of the Ad Hoc Group of Secured
Noteholders and their disclosable economic interests are:
AllianceBernstein L.P.
150 4th Avenue N.
Nashville, TN 37219
* Term Loan B Obligations ($): $3,085,413
* Note Obligations (€): 35,121,000
* Equity Interests (Shares): 37
Amundi Pioneer Asset Management, Inc.
60 State Street
Boston, MA 02109
* Note Obligations (€): 14,000,000
Bardin Hill Investment Partners LP
299 Park Avenue
New York, NY 10171
* Note Obligations (€): 27,475,000
* Equity Interests (Shares): 1,267,786
Benefit Street Partners LLC
9 W. 57th Street
Suite 4920
New York, NY 10019
* Note Obligations (€): 9,000,000
* Equity Interests (Shares): 1,439,839
Cyrus Capital Partners, L.P.
65 E. 55th Street
Floor 35
New York, NY 10022
* Term Loan B Obligations ($): 2,000,000
* Note Obligations (€): 15,379,000
* Equity Interests (Shares): 10,220,254
Diameter Capital Partners LP
24 W. 40th Street
5th Floor
New York, NY 10018
* Term Loan B Obligations (€): 17,288,278
* Term Loan B Obligations ($): 24,423,712
* Note Obligations (€): 66,525,000
Keyframe Capital Partners, L.P.
65 East 55th Street Floor 35
New York, NY 10022
* Note Obligations (€): 6,621,000
* Equity Interests (Shares): 1,506,050
KSAC Europe Investments S.á.r.l.
1A, rue Thomas Edison
Strassen L-1445
Luxembourg
* Note Obligations (€): 30,655,000
Lord, Abbett & Co LLC
90 Hudson Street
Jersey City, NJ 07302-3973
* Note Obligations (€): 14,100,000
P. Schoenfeld Asset Management LP
1350 Avenue of the Americas
21st Floor
New York, NY 10019
* Note Obligations (€): 20,000,000
* Equity Interests (Shares): 1,500,000
Robeco Institutional Asset Management B.V.
P.O. Box 973
3000 AZ
Rotterdam
The Netherlands
* Note Obligations (€): 36,090,000
Ropes & Gray does not represent or purport to represent any other
entities in connection with the Debtors' chapter 11 cases. Ropes &
Gray does not represent the Ad Hoc Group of Secured Noteholders as
a "committee" and does not undertake to represent the interests of,
and is not a fiduciary for, any creditor, party in interest, or
other entity that has not signed a retention agreement with Ropes &
Gray. No member of the Ad Hoc Group of Secured Noteholders
represents or purports to represent any other member or entity in
connection with the Debtors' Chapter 11 Cases. In addition, each
member of the Ad Hoc Group of Secured Noteholders (a) does not
assume any fiduciary or other duties to any other member of the Ad
Hoc Group of Secured Noteholders and (b) does not purport to act or
speak on behalf of any other member of the Ad Hoc Group of Secured
Noteholders in connection with these Chapter 11 Cases.
Nothing contained in this Statement is intended or shall be
construed to constitute: (i) a waiver or release of the rights of
the members of the Ad Hoc Group of Secured Noteholders to have any
final order entered by, or other exercise of the judicial power of
the United States performed by, an Article III court; (ii) a waiver
or release of the rights of the members of the Ad Hoc Group of
Secured Noteholders to have any and all final orders in any and all
non-core matters entered only after de novo review by a United
States District Judge; (iii) consent to the jurisdiction of the
Court over any matter; (iv) an election of remedies; (v) a waiver
or release of any rights the members of the Ad Hoc Group of Secured
Noteholders may have to a jury trial; (vi) a waiver or release of
the right to move to withdraw the reference with respect to any
matter or proceeding that may be commenced in these chapter 11
cases against or otherwise involving the members of the Ad Hoc
Group of Secured Noteholders; (vii) any affect or impairment of any
claims against the Debtors held by any member of the Ad Hoc Group
of Secured Noteholders, (viii) a limitation upon, or waiver of, any
rights of any member of the Ad Hoc Group of Secured Noteholders to
assert, file, and/or amend any proof of claim in accordance with
applicable law, or (ix) a waiver or release of any other rights,
claims, actions, defenses, setoffs or
recoupments to which the members of the Ad Hoc Group of Secured
Noteholders are or may be entitled, in law or in equity, under any
agreement or otherwise, with all such rights, claims, actions,
defenses, setoffs or recoupments being expressly reserved. This
Statement may be amended or supplemented as necessary in accordance
with Bankruptcy Rule 2019.
The undersigned verify that the foregoing is true and correct to
the best of their knowledge. The undersigned further reserve the
right to amend or supplement this Statement.
The information contained herein is intended only to comply with
Bankruptcy Rule 2019 and is not intended for any other use or
purpose.
Counsel to the Ad Hoc Group of Secured Noteholders can be reached
at:
ROPES & GRAY LLP
Mark I. Bane, Esq.
Matthew M. Roose, Esq.
Daniel G. Egan Esq.
1211 Avenue of the Americas
New York, NY 10036-8704
Telephone: 212.596.9000
Facsimile: 212.596.9090
Email: mark.bane@ropesgray.com
matthew.roose@ropesgray.com
daniel.egan@ropesgray.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3nm0aBS
About Garrett Motion
Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs,
manufactures and sells highly engineered turbocharger and
electric-boosting technologies for light and commercial vehicle
original equipment manufacturers ("OEMs") and the global vehicle
and independent aftermarket.
Garrett Motion and its affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020.
Garrett disclosed $2,066,000,000 in assets and $4,169,000,000 in
liabilities as of June 30, 2020.
The Debtors tapped SULLIVAN & CROMWELL LLP as counsel; QUINN
EMANUEL URQUHART & SULLIVAN LLP as co-counsel; PERELLA WEINBERG
PARTNERS as investment banker; MORGAN STANLEY & CO. LLC as
investment banker; and ALIXPARTNERS LLP as restructuring advisor.
KURTZMAN CARSON CONSULTANTS LLC is the claims agent.
GAVILAN RESOURCES: Mesquite's $50M Bid Wins Bankruptcy Auction
--------------------------------------------------------------
Leslie A. Pappas of Bloomberg Law reports that shale driller
Gavilan Resources LLC plans to sell its assets to drilling partner
Mesquite Energy Inc. for $50 million in cash following the
conclusion of a bankruptcy auction.
Assets in the deal, which still requires court approval, include
Gavilan's oil and gas wells, equipment, surface rights, contracts,
and other related oil and gas interests.
Houston-based Mesquite, known as Sanchez Energy Corp. prior to a
Chapter 11 restructuring it exited in June 30, 2020, has been in a
dispute with Gavilan for the last two years over joint operating
agreements of assets in the Eagle Ford shale play in south Texas.
About Sanchez Energy Corp.
Sanchez Energy Corporation and its affiliates --
https://sanchezenergycorp.com/ -- are independent exploration and
production companies focused on the acquisition and development of
U.S. onshore oil and natural gas resources. Sanchez Energy is
currently focused on the development of significant resource
potential from the Eagle Ford Shale in South Texas, and holds other
producing properties and undeveloped acreage, including in the
Tuscaloosa Marine Shale (TMS) in Mississippi and Louisiana.
As of Dec. 31, 2018, the companies had approximately 325,000 net
acres of oil and natural gas properties with proved reserves of
approximately 380 million barrels of oil equivalent and interests
in approximately 2,400 gross producing wells.
Sanchez Energy and 10 affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-34508) on
Aug. 11, 2019. As of June 30, 2019, the companies disclosed
$2,159,915,332 in assets and $2,854,673,930 in liabilities.
The cases have been assigned to Judge Marvin Isgur.
The companies tapped Akin Gump Strauss Hauer & Feld LLP and Jackson
Walker L.L.P. as bankruptcy counsel; Moelis & Company LLC as
financial advisor; Alvarez & Marsal North America LLC as
restructuring advisor; and Prime Clerk LLC as notice and claims
agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Aug. 26, 2019. The committee tapped Milbank LLP and
Locke Lord LLP as its co-counsel.
* * *
On June 30, 2020, the company completed its financial
restructuring, which eliminated substantially all of its
approximately $2.3 billion in debt. Sanchez Energy emerged from
Chapter 11 bankruptcy protection with a new name: Mesquite Energy
Inc.
About Gavilan Resources
Gavilan Resources, LLC, established in July 2016, is a private
equity backed independent exploration and production (E&P) company
headquartered in Houston, Texas, whose production is singularly
focused on the Eagle Ford Shale.
Gavilan Resources, LLC, and three affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 20-32656) on May 15,
2020.
Gavilan was estimated to have $1 billion to $10 billion in assets
and $500 million to $1 billion in liabilities as of the bankruptcy
filing.
The Hon. Marvin Isgur is the presiding judge.
The Debtors tapped WEIL, GOTSHAL & MANGES LLP as attorneys; VINSON
& ELKINS, LLP as co-counsel; LAZARD FRERES & CO. LLC as investment
banker; and HURON CONSULTING SERVICES LLC as restructuring advisor.
EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent.
GEMINI REALTY: Small Business Plan Confirmed
--------------------------------------------
Gemini Realty LLC, a debtor under Subchapter V of Chapter 11 of the
Bankruptcy Code, has won confirmation of a plan of reorganization.
With respect to Non-Priority General Unsecured Creditors in Class
6, the Plan provides that, except to the extent that the Holder of
a Claim in Class 6 agrees to less favorable treatment, "each Holder
not otherwise treated in another Class, shall receive its pro-rata
share of the Distribution Amount from the Debtor on each
Distribution Date, commencing after complete satisfaction of all
Allowed Claims in other Classes, Allowed Fee Claims and/or Allowed
Administrative Claims until (a) such Allowed Unsecured Claims have
been paid in full or (b) the third Distribution Date. The
obligations of the Debtor with respect to Claims in Class 6 shall
not be secured."
The Plan proposes to pay the Debtor's Creditors through (a) income
generated by the operation of the Debtor's business for three years
from the Initial Distribution Date, (b) loans from Jevette Smith
and/or Zuriel and/or (c) a refinance of its real property located
at 10613 Sherwin Place, Glen Allen, Virginia.
The Debtor maintains it will have enough Cash over the life of the
Plan to (a) make the required payments and (b) operate the
Reorganized Debtor's business. The financial projections show that
the Reorganized Debtor will have projected disposable income (as
defined by Section 1191(d) of the Bankruptcy Code) for the period
described in Section 1191(c)(2) of approximately $370,000. The
final Plan payment is expected to be paid on or before August
2023.
A copy of the Plan is available at https://bit.ly/3li6XdY from
PacerMonitor.com.
About Gemini Realty
Gemini Realty, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 20-31408) on March 12,
2020. At the time of the filing, the Debtor had estimated assets
of between $500,001 and $1 million and liabilities of between
$100,001 and $500,000. The Debtor tapped Tavenner & Beran, PLC as
its legal counsel.
The United States Trustee appointed as Sub-chapter V trustee
pursuant to 11 U.S.C. Section 1183(a) for Gemini Realty's case:
Peter J. Barrett, Esq.
KUTAK ROCK LLP
901 E. Byrd St., Ste 1000
Richmond, VA 23219
Tel: (804) 644-1700
E-mail: peter.barrett@kutakrock.com
GEORGIA DIRECT: Seeks to Hire Overturf Fowler as Legal Counsel
--------------------------------------------------------------
Georgia Direct Carpet, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Indiana to
employ Overturf Fowler LLP as their legal counsel.
The firm will perform the following services to the Debtors:
(a) Preparation of filings and applications and conducting
examinations incidental to administration;
(b) Advice regarding their rights, duties, and obligations;
(c) Performance of legal services incidental and necessary to
the day-to-day operations of the business; and
(d) Other necessary actions incident to the proper
preservation and administration of the estate in the conduct of
Debtors' business.
The firm's standard hourly rates are as follows:
Weston E. Overturf, Partner $375
Sarah L. Fowler, Partner $350
Deidre Gastenveld, Paralegal $175
Ellen Eagleson, Paralegal $150
Sarah Fowler, Esq., a partner at Overturf Fowler, disclosed in
court filings that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sarah L. Fowler, Esq.
Weston E. Overturf, Esq.
Overturf Fowler LLP
201 N. Illinois St., South Tower, 16th Fl.
Indianapolis, IN 46204
Email: sfowler@ofattorneys.com
wes@ofattorneys.com
About Georgia Direct Carpet
Georgia Direct Carpet, Inc., also known as Georgia Carpet Direct,
owns and operates a carpet and flooring store in Richmond, Ind. It
offers carpets, hardwoods, laminate flooring and ceramic tile floor
products.
Georgia Direct Carpet and its affiliates sought Chapter 11
protection (Bankr. S.D. Ind. Lead Case No. 19-06316) on Aug. 26,
2019. In the petition signed by Anthony Bledsoe, president, Georgia
Direct Carpet estimated $1 million to $10 million in both assets
and liabilities. The Hon. Robyn L. Moberly is the case judge.
The Debtors have tapped Mattingly Burke Cohen & Biederman LLP as
their legal counsel, Mattingly Burke Cohen & Biederman LLP, as
special counsel, and Barron Business Consulting, Inc. as their
financial advisor.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Oct. 9, 2019. The
committee is represented by Mercho Caughey.
GNIRBES INC: Wins Nov. 21 Extension of Plan Exclusivity Period
--------------------------------------------------------------
Gnirbes Inc., asks the U.S. Bankruptcy Court for the Southern
District of Florida, West Palm Beach Division, to extend the period
within which it has the exclusive right to file a Chapter 11 plan
through and including November 21, 2020, and to obtain acceptances
of the plan by 60 days through and including January 20, 2021.
The Debtor and its largest creditor participated in a Judicial
Settlement Conference before Judge Paul Hyman, which resulted in a
successful complicated global resolution. The Stipulation to
Compromise Controversy was in the negative notice period for
approval and a Motion to sell the Debtor's commercial building was
scheduled in September.
"There will be other executory tasks that will need to be completed
as part of the global resolution, and when it is done, then we will
be able to determine the best way to treat the remaining creditors
in this proceeding," the Debtor tells the Court.
The deadline for creditors in this case to file proofs of claim was
June 4, 2020, and the deadline for filing governmental claims was
September 22, 2020. The Debtor says it needs additional time to
review the claims and determine plan treatment.
Absent an extension, the exclusive plan filing period was scheduled
to expire on September 22, 2020.
On August 30, 2020, Gnirbes, Inc., asked the U.S. Bankruptcy Court
for the Southern District of Florida to authorize the private sale
of the real and personal property located at 330 US Highway 27
North, also known as 332 & 334 US Highway 27 North, Sebring,
Florida, to Granada Capital, LLC consistent with their Settlement
Agreement.
There is a pending motion by Granada Capital, LLC seeking dismissal
of the case, or in the alternative, to convert the Chapter 11 case
to Chapter 7. A hearing on the request is scheduled for October
27, 2020 at 2:30 p.m.
* * *
Judge Mora granted the Debtor's extension request. The Debtor's
exclusive right to file a plan of reorganization is extended
through and including November 23. If the Debtor filesa plan by
that date, then it shall continue to have the exclusive right to
obtain acceptances of any such filed plan through and including
January 20.
About Gnirbes Inc.
Gnirbes Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 20-13992) on March 26, 2020. At
the time of the filing, the Debtor was estimated to have assets of
less than $50,000 and liabilities of between $100,001 and
$500,000.
Judge Mindy A. Mora oversees the Debtor's case. The Debtor is
represented by Kelley, Fulton & Kaplan, P.L.
GREEN4ALL ENERGY: Plan Exclusivity Extended Thru January 2021
-------------------------------------------------------------
At the behest of Green4All Energy Solutions, Inc. and its
affiliates, the U.S. Bankruptcy Court for the Southern District of
Texas, Houston Division, extended the period within which the
Debtors have the exclusive right to file a Chapter 11 plan of
reorganization through and including January 7, 2021.
In seeking an extension, the Debtors said they received very few
sales orders during the last three months because of Covid-19,
among other reasons. Their distributors received their PPP loans,
and sales are progressing. In the last seven days before filing the
extension request on August 31, 2020, the Debtors have received
more orders than what they received in the previous three months.
"The distributors have hired new representatives from the hotel and
restaurant industry, and since hotels and restaurants are our end
users, we are positive about the progress going into the future,"
the Debtors said.
The Debtors are hopeful that they can reorganize, but they believe
they need additional time to emerge successfully from chapter 11.
The Court previously extended the plan exclusivity period through
September 11, 2020.
About Green4All Energy Solutions
Green4All Energy Solutions, Inc. -- http://g4all.net-- is a
Chicago, Illinois-based company that specializes in water
conservation products and services.
Green4All Energy Solutions and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
20-31758) on March 15, 2020. At the time of the filing, the Debtor
was estimated to have assets and liabilities of less than $1
million.
The Debtors have tapped the law firm of Margaret M. McClure as
bankruptcy counsel; Adkison Need Allen & Rentrop, PLLC, as special
counsel; Chamberlain & Henningfield Certified Public Accountants,
LLP as accountant; and Scherrer Patent & Trademark Law, P.C. as
special counsel.
H2 BEVERAGES: Beverage Manufacturer Files for Chapter 11
--------------------------------------------------------
H2 Beverages Inc. filed for voluntary Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Case No. 20-414948) on Sept. 14, 2020.
According to the Dallas Business Journal, the debtor listed an
address of 912 Presidio Ct., Allen, and is represented in court by
attorney Eric A. Liepins. H2 Beverages Inc. listed assets ranging
from $0 to $50,000 and debts ranging from $0 to $50,000. The filing
did not identify a largest creditor.
H2 Beverages, Inc., is a beverage manufacturer based in Plano,
Texas. The company employs its proprietary hydrogen-infusion and
other technologies to produce beverages for its own H2Bev brand and
for private label customers.
The Debtor's counsel:
Eric A. Liepins
Tel: 972-991-5591
E-mail: eric@ealpc.com
HAGUE TEXTILES: Unsecureds to Get 20% Dividend in Plan
------------------------------------------------------
Hague Textiles, Inc. submitted a Plan of Reorganization.
The Debtor's Plan is a "bootstrap" or stand-alone plan. It relies
on the future income of the Debtor to pay its obligations under the
Plan. The Plan contemplates the satisfaction of the creditors
through a restructuring of the Debtor's obligations. The Plan
contemplates: (i) the satisfaction of all administrative and
priority claims (ii) the satisfaction of the allowed secured claims
of Provident Commercial Finance, LLC and Commercial Business
Funding Corporation; and (iii) the payment of a 20% dividend to the
holders of allowed general unsecured claims, including the claims
of several undersecured creditors, over a 60-month period from the
Effective Date of the Plan.
Class 1A Secured Claim of Provident Commercial Finance, LLC, is
impaired. Provident asserts that the aggregate amount of the
Provident Secured Claim is $105,724. Under the Plan, the Debtor
shall enter into a new 7-year Note with Provident at rate of 6% per
annum. The Note will be paid based a 10-year amortization,
resulting in a monthly payment of $1,173.75 for the first 5 years.
At the beginning in the sixth year, the monthly payments will be
increased to $2,225 until the Note is paid in full.
Class 1B Secured Claim of Commercial Business Funding Corporation
is impaired. The Debtor asserts that the aggregate amount of the
Commercial Secured Claim is $58,000. Under the Plan, the Debtor
shall enter into a new 10-year Note with Commercial at a rate of 6%
per annum. Commercial shall retain its lien on the Debtor's
assets, and the new Note shall be secured by that lien.
Class 4 Allowed General Unsecured Claims Against the Debtor is
impaired. The Debtor estimates that there will be approximately
$323,569 in Allowed Class 4 claims. Each holder of an Allowed
Class 4 Claim shall receive payment equal to 20 percent of such
Allowed Claim as follows:
(i) each holder of an Allowed Class 4 Claim who is entitled to
receive a total distribution under the Plan in an amount equal to
or less than $300 (a "De Minimis Claimants") will be paid such
distribution in the form of a one-time lump sum cash payment on the
Effective Date; and,
(ii) each holder of an Allowed Class 4 Claim who is entitled to
receive a total distribution under the Plan in an amount exceeding
$300.00 shall: (a) be paid such distribution in deferred cash
payments, over 60 months from the Effective Date, with such
deferred payments to be made in equal monthly installments and made
without interest; or (b) may elect instead to be treated as a Di
Minimis Claimant by voluntarily agreeing to reduce the total
distribution to which such holder is entitled to a maximum amount
of $300.00 in full an final satisfaction of such holder’s Allowed
Class 4.
A full-text copy of the Plan of Reorganization dated August 19,
2020, is available at https://tinyurl.com/y5avxyej from
PacerMonitor.com at no charge.
The Debtor's counsel:
David B. Madoff (BBO# 552968)
Steffani M. Pelton (BBO#666470)
MADOFF & KHOURY LLP
124 Washington Street, Suite 202
Foxboro, MA 02035
Tel: (508) 543-0040
E-mail: madoff@mandkllp.com
About Hague Textiles
Hague Textiles, Inc. is a small, family-owned manufacturer,
focusing on leather and leather goods such as belts, bags, and
carrying case. The company sells products to retail and wholesale
customers, and is developing a business with corporate gifts.
Hague Textiles sought Chapter 11 protection (Bankr. D. Mass. Case
No. 19-13323) on Sept. 30, 2019. Madoff & Khoury LLP is the
Debtor's counsel.
HARBOR FREIGHT: Moody's Rates $3BB Senior Secured Term Loan 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service affirmed Harbor Freight Tools USA, Inc.'s
("HFT") Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of
Default Rating (PDR) and assigned a Ba3 to its new secured bank
facility. Proceeds from the new $3 billion senior secured term loan
will be used to refinance existing debt and the balance, together
with borrowings under its asset based revolving credit facility and
excess cash held by the company, will be used to fund a dividend to
HFT's shareholders. The outlook is stable.
"Although the proposed debt financed dividend will increase
leverage to approximately 4.4x on a proforma basis as of July 31,
2020, Moody's expects HFT to quickly deleverage to 4.1x over the
next twelve months" said Vice President, Christina Boni. The
affirmation reflects the company's good liquidity as well as the
expectation that its business will continue to benefit from the
shift in customer demand toward home improvement and other repair
project-oriented endeavors" Boni added.
Assignments:
Issuer: Harbor Freight Tools USA, Inc.
Senior Secured Bank Credit Facility, Assigned Ba3 (LGD4)
Affirmations:
Issuer: Harbor Freight Tools USA, Inc.
Probability of Default Rating, Affirmed Ba3-PD
Corporate Family Rating, Affirmed Ba3
Outlook Actions:
Issuer: Harbor Freight Tools USA, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Harbor Freight USA, Inc. (HFT, Ba3 stable) benefits from its
consistent track record of selling value priced tools and
equipment, as it pursues further opportunities for store expansion.
HFT's business strategy of direct sourcing and proprietary brands
has driven its ability to price product at relatively lower price
points while maintaining solid EBIT margins and healthy free cash
flow.
The rating reflects governance considerations, specifically its
private ownership and its capital allocation policy. HFT continues
to return cash to shareholders through debt financed dividends
while maintaining good liquidity and deleveraging to metrics
reflective of a Ba3 rating. HFT's good liquidity is supported by
its proposed $850 million asset based revolving credit facility (an
increase from its current $700 million facility) which will have
approximately $200 million drawn at the close of the transaction.
Although its announced dividend capitalization will add
approximately $850 million of additional debt to the company's
balance sheet, HFT will remain posed to deleverage quickly and
maintain leverage below 4.5x as it benefits from consuming
purchasing behavior patterns that has been supported by the
pandemic. HFT, which was deemed an essential retailer, had most of
its stores remain open during lockdowns with modified hours and
certain restrictions.
Moody's views value priced retailers that are positioned to be used
for home and other repair and installation projects, such as HFT,
as well positioned to continue to benefit from the current economic
environment. Changes in behavior have increased purchases by
existing customers but has also attracted a significant base of new
customers. HFT is constrained by its modest scale when compared to
the larger home improvement and auto parts retailers, as well as
its relatively narrow product offering. HFT is also limited by its
track record of paying sizable debt financed dividends to its
shareholders despite its historical commitment to deleveraging.
The stable outlook reflects its view that HFT will be able to
navigate the current operating environment as business normalizes
and that it will maintain good liquidity. The outlook also reflects
its expectation that HFT will manage its store growth effectively
and utilize free cash flow for debt reduction.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could result in an upgrade would include a moderate
financial policy that resulted in credit metrics representative of
a higher rating on a consistent and sustained basis. An upgrade
would require HFT to consistently maintain leverage on a debt to
EBITDA below 3.75 times on a sustained basis.
Factors that could result in a downgrade include a sustained
deterioration in operating performance, or if it executed a debt
financed dividends that resulted in a sustained increase in
leverage. Quantitatively, ratings could be downgraded if leverage
on a debt to EBITDA basis was sustained above 4.5 times or if
liquidity deteriorated for any reason.
Privately-held, Harbor Freight Tools USA, Inc., headquartered in
Calabasas, California, sells value priced tools and equipment
through over 1,087 stores in 48 states as of July 31, 2020 as well
as through the internet and its call centers. Harbor Freight is
owned by Mr. Eric Smidt. Revenues are in excess of $5.4 billion.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
HEAVEN'S LANDING: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: Heaven's Landing, LLC
863 Anderson Dr
Unit 6
Clayton, GA 30525
Business Description: Heaven's Landing, LLC --
https://www.heavenslanding.com/ - operates a
mountain estate airpark in Clayton, Georgia.
Heaven's Landing is a 635 acre gated
community surrounded by thousands of acres
of National Forest. The aviation
centerpiece of Heaven's Landing is a 5,069
foot paved concrete runway with pilot
controlled lighting and a GPS approach. The
runway is designed to accommodate most any
private plane, but is exclusively used by
community members and guests only.
Chapter 11 Petition Date: October 4, 2020
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 20-21350
Debtor's Counsel: Charles Kelley, Esq.
KELLEY & CLEMENTS LLP
PO Box 2758
Gainesville, GA 30503
Tel: 770-531-0007
Email: ckelley@kelleyclements.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Michael J. Ciochetti, president and
general manager.
A copy of the petition containing, among other items, a list of the
Debtor's two unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/X3OCACA/Heavens_Landing_LLC__ganbke-20-21350__0001.0.pdf?mcid=tGE4TAMA
HI-CRUSH INC: Unsecureds to Recover 26.2% to 37.4% in Plan
----------------------------------------------------------
Hi-Crush Inc., et al.'s Chapter 11 Plan contemplates:
* 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 superpriority 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 superpriority 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 participants will be offered the right to
purchase 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 Plan also contemplates the 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
(a) 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.
Class 4 Prepetition Notes Claims totaling $477.8 million are
projected to recover 26.2% to 37.4% of claims. Class 5 General
Unsecured Claims totaling $86.7 million will recover 26.2% to 37.4%
of claims.
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.
A full-text copy of the Disclosure Statement dated August 15, 2020,
is available at https://tinyurl.com/y4ar9s6s from PacerMonitor.com
at no charge.
Proposed Counsel for the Debtors:
Timothy A. 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
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. 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.
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.
HIGH GROUND: Pender's Foreclosure Sale of Roswell Property Approved
-------------------------------------------------------------------
Judge Jeffery W. Cavender of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized Pender Capital Asset Based
Lending Fund I, LP to proceeds with the foreclosure sale of High
Ground Commercial Group, LLC's real property known as 10930
Crabapple Road, Roswell, Georgia.
The Property is subject to a first priority security interest held
by Pender. The prior owner of the Property that transferred
ownership to the Debtor was South Venture Investment Group, LLC.
The Stay Relief Order and the automatic stay are modified as set
forth in the Order.
Pender may proceed on Oct. 6, 2020 with the foreclosure sale, which
will be conducted pursuant to its power of sale provided in its
loan documents and with such other relief as provided in the Stay
Relief Order; provided, however, the automatic stay is re-imposed
until the earlier of (i) the date of a further order of the Court,
or (ii) through and including Oct. 15, 2020, for the sole purpose
of extending the Debtor's equity of redemption in the Property to
the extent necessary to make the payment of the Payoff to Pender
and to redeem the Property.
Pursuant to the re-imposition of the automatic stay, Pender may
proceed with the Oct. 6, 2020 foreclosure sale, and conditionally
accept a high bid at such sale, but will be prohibited from
recording or delivering to itself or any third party bidder a Deed
Under Power for the Oct. 6, 2020 foreclosure sale until the earlier
of (i) further order of the Court, or (ii) Oct. 16, 2020, during
which time the Debtor will have the right to redeem the Property by
tendering, in good funds, the Payoff Amount.
By proceeding with the foreclosure sale pursuant to the Order,
Pender waives any argument that the equity of redemption has
terminated as a result of the actions permitted by the Order.
The further sale of the Property, other than the Oct. 6, 2020
foreclosure sale as provided, will be prohibited until the earlier
of (i) further order of the Court, or (ii) Oct. 16, 2020.
In the event the Payoff is made to Pender on Oct. 15, 2020, the
Oct. 6, 2020 foreclosure sale will be rescinded, including without
limitation, so that title will remain with the Debtor, and Pender
will have no further rights with respect to the Property.
he provisions in paragraph (vi) of the Stay Relief Order allowing
Pender to record the Stay Relief Order in the real estate records
of Fulton County, Georgia is modified to extend the date Oct. 7,
2020 to Oct. 16, 2020.
Pender will have no liability, and the Debtor, Melvoyd Pope, and
South Venture have waived any claims, defenses, challenges, or
arguments against Pender or any purchaser at the foreclosure sale,
solely as it relates to actions taken consistent with the Order,
including conducting the scheduled foreclosure sale and informing
bidders and potential buyers at such sale that any sale is
conditional and subject to rescission and/or further order of the
Court.
So long as the Debtor has control of the Property, the Debtor will
maintain the Property in its current condition and will maintain
insurance coverage for the Property with a reputable insurer for
the full replacement value of the Property (and provide Pender
evidence of same naming Pender additional insured), and will not
take any action that would have the effect of prejudicing or
lessening such insurance coverage. Neither the Debtor nor any
person or entity acting on its behalf will enter into any lease,
contract, or other agreement affecting the Property or the use
thereof without approval by the Court unless and until the Payoff
is made to Pender.
The Court will hold a final hearing on the Debtor's Amended
Emergency Motion to Dismiss Bankruptcy Case and in the Alternative,
to Reconsider Order Granting Stay Relief, to Approve Financing, to
Determinate Status of Lender’s Claim, and/or to Approve Sale of
Property Free and Clear of Liens on Oct. 14, 2020 at 3:00 p.m. Any
party may request an earlier final hearing date if necessary.
Notwithstanding any rule to the contrary, the Order will be
effective immediately upon entry.
An emergency hearing on the Amended Motion was held on Oct. 2,
2020.
About High Ground Commercial Group
High Ground Commercial Group, LLC, an Atlanta-based company, filed
a Chapter 11 petition (Bankr. N.D. Ga. Case No. 20-67883) on July
7, 2020. In the petition signed by LaShahn Taylor, manager, the
Debtor was estimated to have $10 million to $50 million in assets
and $1 million to $10 million in liabilities. Judge Jeffery W.
Cavender oversees the case. Paul Reece Marr, P.C., serves as the
Debtor's bankruptcy counsel.
HOLLINGSWORTH FARMS: Taps Espy Metcalf as Legal Counsel
-------------------------------------------------------
Hollingsworth Farms, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Alabama to employ Espy, Metcalf &
Espy, P.C. as its legal counsel.
The firm will render these professional services to the Debtor:
(a) furnish legal advice generally with respect to the rights,
powers and duties of the Debtor;
(b) defend the Debtor in any matters brought to lift the
automatic stay;
(c) prepare legal papers;
(d) assist in preparation of a disclosure statement and
Chapter 11 plan; and
(e) provide other necessary legal services.
The Debtor desires to employ the attorneys under a general
retainer.
J. Kaz Espy and C. H. Espy, Jr., the firm's attorneys who will be
handling the case, is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The attorneys can be reached at:
J. Kaz Espy, Esq.
C. H. Espy, Jr., Esq.
Espy, Metcalf & Espy, P.C.
Post Office Box 6504
Dothan, AL 36302-6504
Telephone: (334) 793-6288
Email: Lynnia@espymetcalf.com
About Hollingsworth Farms
Hollingsworth Farms, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Ala. Case No. 20-31975) on Sept. 16,
2020. The petition was signed by James W. Hollingsworth, sole
member of Port Royal Medical Investments LLC. At the time of the
filing, the Debtor estimated to have $1 million to $10 million in
both assets and liabilities. Espy, Metcalf & Espy, P.C. serves as
the Debtor's legal counsel.
HRB PROPERTIES: Seeks to Hire Caddell Reynolds as Legal Counsel
---------------------------------------------------------------
HRB Properties, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Arkansas to employ Caddell Reynolds as
its legal counsel.
The firm will render these legal services:
(a) give the Debtor legal advice with respect to its powers
and duties;
(b) prepare legal papers and appear before the court; and
(c) perform all other legal services that may be necessary to
effectuate a reorganization of the Debtor's financial affairs.
The firm's attorneys and other personnel will be paid at their
standard hourly rates for their services.
Joel Hargis, Esq., the firm's attorney who will be handling the
case, disclosed in court filings that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Mr. Hargis can be reached at:
Joel Hargis, Esq.
Caddell Reynolds
3000 Browns Lane
Jonesboro, AR 72401
Telephone: (870) 336-6407
Email: jhargis@justicetoday.com
About HRB Properties
HRB Properties, Inc. filed its voluntary petition under Chapter 11
of the Bankruptcy Court (Bankr. E.D. Ark. Case No. 20-12530) on
June 7, 2020, listing under $1 million in both assets and
liabilities. Judge Phyllis M. Jones oversees the case. Caddell
Reynolds is the Debtor's legal counsel.
INNOVATION PHARMACEUTICALS: FDA Grants Pre-IND Meeting Request
--------------------------------------------------------------
Innovation Pharmaceuticals reports that earlier this week the
Company submitted a pre-IND meeting request to the FDA in advance
of a planned study of Brilacidin, a defensin-mimetic drug
candidate, for the treatment of COVID-19. The request for the
pre-IND meeting follows the FDA guidance issued in May 2020,
"COVID-19 Public Health Emergency: General Considerations for
Pre-IND Meeting Requests for COVID-19 Related Drugs and Biological
Products". Confirmation of the meeting being granted by FDA, with
return of written responses, has been received.
In the application, the Company has requested regulatory guidance
on its planned Phase 2, randomized, double-blind,
placebo-controlled, multi-center study to evaluate the efficacy and
safety of Brilacidin in hospitalized patients with COVID-19. Target
enrollment is 120 patients, with a planned interim analysis.
Extensive pre-clinical research, nearing completion, conducted at
independent laboratories reinforces the antiviral potential of
Brilacidin against SARS-CoV-2, the novel coronavirus responsible
for COVID-19. Numerous hospitals and provider networks
domestically and abroad have expressed a strong interest in
participating in the Brilacidin for COVID-19 clinical trial. Given
such interest in Brilacidin, the Company anticipates the planned
COVID-19 trial can be rapidly recruited and completed.
About Innovation Pharmaceuticals
Innovation Pharmaceuticals Inc. (IPIX) -- http://www.IPharmInc.com/
-- is a clinical stage biopharmaceutical company developing a
portfolio of innovative therapies addressing multiple areas of
unmet medical need, including inflammatory diseases, cancer,
infectious disease, and dermatologic diseases.
Innovation Pharmaceuticals reported a net loss of $6.65 million for
the year ended June 30, 2020, compared to a net loss of $8.68
million for the year ended June 30, 2019. As of June 30, 2020, the
Company had $9.25 million in total assets, $7.78 million in total
liabilities, and $1.46 million in total stockholders' equity.
IQOR HOLDINGS: Seeks Approval to Tap Kirkland & Ellis as Counsel
----------------------------------------------------------------
IQor Holdings Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Kirkland & Ellis LLP and Kirkland & Ellis International LLP as
their legal counsel.
Kirkland & Ellis will render these professional services to the
Debtors:
(a) advise the Debtors with respect to their powers and duties
in the continued management and operation of their businesses and
properties;
(b) advise and consult on the conduct of Debtors' Chapter 11
cases;
(c) attend meetings and negotiate with representatives of
creditors and other parties-in-interest;
(d) take all necessary actions to protect and preserve the
Debtors' estates;
(e) prepare pleadings;
(f) represent the Debtors in connection with obtaining
authority to continue using cash collateral and postpetition
financing;
(g) advise the Debtors in connection with any potential sale
of their assets;
(h) appear before the court and any appellate courts to
represent the interests of the Debtors' estates;
(i) advise the Debtors regarding tax matters;
(j) negotiate, prepare, and obtain approval of a disclosure
statement and confirmation of a Chapter 11 plan and all documents
related thereto; and
(k) perform all other necessary legal services for the Debtors
in connection with the prosecution of their bankruptcy cases.
Kirkland's current hourly rates for matters related to these
chapter 11 cases range as follows:
Partners $1,075 - $1,845
Of Counsel $625 - $1,845
Associates $610 - $1,165
Paraprofessionals $245 - $460
In addition, Kirkland will seek reimbursement for work-related
expenses incurred.
Kirkland provided the following in response to the request for
additional information set forth in Paragraph D.1. of the Revised
U.S. Trustee Guidelines:
Question: Did Kirkland agree to any variations from, or
alternatives to, Kirkland's standard billing arrangements for this
engagement?
Answer: No. Kirkland and the Debtors have not agreed to any
variations from, or alternatives to, Kirkland's standard billing
arrangements for this engagement. The rate structure provided by
Kirkland is appropriate and is not significantly different from (a)
the rates that Kirkland charges for other non-bankruptcy
representations or (b) the rates of other comparably skilled
professionals.
Question: Do any of the Kirkland professionals in this engagement
vary their rate based on the geographic location of the Debtors'
chapter 11 cases?
Answer: No. The hourly rates used by Kirkland in representing the
Debtors are consistent with the rates that Kirkland charges other
comparable chapter 11 clients, regardless of the location of the
chapter 11 case.
Question: If Kirkland has represented the Debtors in the 12 months
prepetition, disclose Kirkland's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If Kirkland's billing
rates and material financial terms have changed postpetition,
explain the difference and the reasons for the difference.
Answer: Kirkland's current hourly rates for services rendered on
behalf of the Debtors range as follows:
Billing Category U.S. Range
Partners $1,075 - $1,845
Of Counsel $625 - $1,845
Associates $610 - $1,165
Paraprofessionals $245 - $460
Question: Have the Debtors approved Kirkland's budget and staffing
plan, and, if so, for what budget period?
Answer: Yes, for the period from September 10, 2020 through
November 10, 2020.
Christopher Marcus, Esq., a partner at Kirkland & Ellis and
Kirkland & Ellis International, disclosed in court filings that the
firms are "disinterested persons" as defined in section 101(14) of
the Bankruptcy Code.
Kirkland can be reached through:
Christopher Marcus, Esq.
Kirkland & Ellis LLP
Kirkland & Ellis International LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: christopher.marcus@kirkland.com
About iQor Holdings Inc.
iQor Holdings Inc. -- http://www.iqor.com/-- is a managed services
provider of customer engagement and technology-enabled BPO
solutions.
iQor and each of its U.S. subsidiaries have filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.
Texas Lead Case No. 20-34500) on Sept. 10, 2020, to implement an
agreement between a majority of its secured lenders to recapitalize
its funded debt. The petitions were signed by David A. Kaminsky,
chief financial officer.
At the time of the filing, iQor was estimated to have assets and
liabilities of $1 billion to $10 billion.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their legal counsel, Jackson Walker L.L.P. as
local counsel, FTI Consulting Inc. as financial advisor, Evercore
Group L.L.C. as investment banking advisor, and Omni Agent
Solutions as notice and claims agent.
IQOR HOLDINGS: Seeks to Hire Evercore Group as Investment Banker
----------------------------------------------------------------
IQor Holdings Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Evercore Group L.L.C. as investment banker.
The firm will render these professional services to the Debtors:
(a) Review and analyze the Debtors' business, operations, and
financial projections;
(b) Advise and assist the Debtors in a restructuring or
financing transaction if they determine to undertake such a
transaction;
(c) Provide financial advice in developing and implementing a
restructuring, which would include:
(i) Evaluate transaction alternatives and the financial
implications on the Debtors' capital structure and financial
condition;
(ii) Advise the Debtors in structuring and effecting any
transaction;
(iii) Advise the Debtors on tactics and strategies for
negotiating with various stakeholders regarding any restructuring;
(iv) Assist the Debtors in developing a restructuring plan
or plan or reorganization;
(v) Provide testimony, as necessary, with respect to matters
on which Evercore has been engaged to advise the Debtors in any
proceedings that are pending before the court; and
(vi) Provide the Debtors with other financial restructuring
advice as Evercore and the Debtors may deem appropriate, subject to
court order.
(d) If the Debtors pursue a financing, assist the Debtors in:
(i) Structuring and effecting a financing;
(ii) Identifying potential investors and, at the Debtors'
request, contacting such investors; and
(iii) Working with the Debtors in negotiating with potential
investors.
The Debtors agreed to pay Evercore in cash under the following fee
structure:
(a) A monthly fee of $150,000, payable on the first day of
each month commencing August 1, 2020 until the earlier of the
consummation of a restructuring transaction or the termination of
Evercore's engagement;
(b) A restructuring fee of $7.5 million;
(c) A financing fee equal to the applicable percentage of
financing gross proceeds as set forth below:
Financing Percentage
Indebtedness Secured by a First Lien 1.00%
Indebtedness Secured by a Junior Lien 1.50%
Unsecured and/or Subordinated Indebtedness 2.25%
Equity or Equity-linked Securities/Obligations 3.00%
(d) Total fees payable to Evercore will be no more than $9.5
million;
(e) In addition to any fees that may be payable to Evercore
and, regardless of whether any transaction occurs, the Debtors
shall promptly reimburse to Evercore all reasonable documented
out-of-pocket fees and expenses;
(f) If the Debtors request, and Evercore provides, services to
the Debtors for which a fee is not provided in the Engagement
Letter, such services shall, except insofar as they are the subject
of a separate agreement, be treated as falling within the scope of
the Engagement Letter, and the parties will agree upon a fee for
such services based upon good faith negotiations, subject to court
order.
As of the petition date, the Debtors did not owe Evercore for any
fees or expenses incurred prior to the petition date.
Daniel Aronson, a senior managing director at Evercore, disclosed
in court filings that the firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Daniel Aronson
Evercore Group L.L.C.
One N. Wacker Drive
Chicago, IL 60606
Telephone: (312) 619-4260
About iQor Holdings Inc.
iQor Holdings Inc. -- http://www.iqor.com/-- is a managed services
provider of customer engagement and technology-enabled BPO
solutions.
iQor and each of its U.S. subsidiaries have filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.
Texas Lead Case No. 20-34500) on Sept. 10, 2020, to implement an
agreement between a majority of its secured lenders to recapitalize
its funded debt. The petitions were signed by David A. Kaminsky,
chief financial officer.
At the time of the filing, iQor was estimated to have assets and
liabilities of $1 billion to $10 billion.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their legal counsel, Jackson Walker L.L.P. as
local counsel, FTI Consulting Inc. as financial advisor, Evercore
Group L.L.C. as investment banking advisor, and Omni Agent
Solutions as notice and claims agent.
IQOR HOLDINGS: Seeks to Tap Jackson Walker as Conflicts Counsel
---------------------------------------------------------------
IQor Holdings Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Jackson Walker LLP.
Jackson Walker will serve as Debtors' conflicts counsel and as
co-counsel with Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, the other firms handling Debtors' Chapter 11
cases.
The hourly billing rates of the firm's professionals are as
follows:
Matthew D. Cavenaugh $750
Jennifer F. Wertz $600
Restructuring attorneys $445 - $895
Partners $565 - $900
Associates $420 - $565
Paraprofessionals $175 - $185
The Debtors provided a retainer to the firm in the amount of
$250,000 for services performed and to be performed in connection
with, and in contemplation of, the filing of this case. On
September 9, 2020, the firm drew down on its retainer in the amount
of $114,780.50. The firm continues to hold $178,144.50 in trust.
Jackson Walker LLP provided the following in response to the
request for additional information set forth in Paragraph D.1 of
the U.S. Trustee Fee Guidelines:
Question: Did the Firm agree to any variations from, or
alternatives to, the Firm's standard billing arrangements for this
engagement?
Answer: No. The Firm and the Debtors have not agreed to any
variations from, or alternatives to, the Firm's standard billing
arrangements for this engagement. The rate structure provided by
the Firm is appropriate and is not significantly different from (a)
the rates that the Debtors charge for other non-bankruptcy
representatives or (b) the rates of other comparably skilled
professionals.
Question: Do any of the Firm professionals in this engagement vary
their rate based on the geographical location of the Debtors'
chapter 11 cases?
Answer: No. The hourly rates used by the Firm in representing the
Debtors are consistent with the rates that the Firm charges other
comparable chapter 11 clients, regardless of the location of the
chapter 11 case.
Question: If the Firm has represented the Debtors in the 12 months
prepetition, disclose the Firm's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If the Firm's billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Answer: My hourly rate is $750. Jennifer F. Wertz's hourly rate is
$600. The rates of other restructuring attorneys in the Firm range
from $445 to $895 an hour and the paraprofessional rates range from
$175.00 to $185.00 per hour. The Firm represented the Debtors
during the weeks immediately before the Petition Date, using the
foregoing hourly rates.
Question: Have the Debtors approved the Firm's budget and staffing
plan, and if so, for what budget period?
Answer: The Firm has not prepared a budget and staffing plan.
Matthew D. Cavenaugh, a partner in the law firm of Jackson Walker
LLP, disclosed in court filings that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Matthew D. Cavenaugh, Esq.
Jackson Walker LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
About iQor Holdings Inc.
iQor Holdings Inc. -- http://www.iqor.com/-- is a managed services
provider of customer engagement and technology-enabled BPO
solutions.
iQor and each of its U.S. subsidiaries have filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.
Texas Lead Case No. 20-34500) on Sept. 10, 2020, to implement an
agreement between a majority of its secured lenders to recapitalize
its funded debt. The petitions were signed by David A. Kaminsky,
chief financial officer.
At the time of the filing, iQor was estimated to have assets and
liabilities of $1 billion to $10 billion.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their legal counsel, Jackson Walker L.L.P. as
local counsel, FTI Consulting Inc. as financial advisor, Evercore
Group L.L.C. as investment banking advisor, and Omni Agent
Solutions as notice and claims agent.
ISHI 30A LLC: Files Voluntary Chapter 7 Bankruptcy Petition
-----------------------------------------------------------
Ishi 30A LLC filed for voluntary Chapter 7 bankruptcy protection
Sept. 10, 2020 (Bankr. N.D. Ala. Case No. 20-02878).
According to the Birmingham Business Journal, the Debtor listed an
address of 2417 Montevallo Rd., Birmingham, and is represented in
court by attorney Victor Spencer. Ishi 30A LLC listed assets up to
$18 and debts up to $445,630. The filing's largest creditor was
listed as Hoover Mall Limited LLC with an outstanding claim of
$403,793.
Ishi 30A LLC is a fashion brand and upscale women's clothing
boutiques located in Birmingham and Montgomery, AL.
J WICK PRODUCTIONS: Court Confirms Stipulated Plan
--------------------------------------------------
The Court entered an order confirming J Wick Productions, LLC's
Third Amended Chapter 11 Plan of Reorganization.
The Court has reviewed the Ballot Report and finds and concludes
that the Creditors in class 3 and class 4 entitled to vote on the
Amended Plan (insofar as holders of Claims in each such class have
voted) have voted to accept the Plan. RMS and Diamond Family have
agreed to the Amended Plan and are deemed to have voted in favor.
In accordance with Sec. 1129(a)(1) of the Bankruptcy Code, the
Court finds and concludes that the Stipulated Plan complies with
applicable provisions of the Bankruptcy Code.
All objections to the Stipulated Plan, including but not limited to
the objections asserted by RMS and Diamond Family to the Amended
Plan, that have not been withdrawn, waived or settled with Court
approval are overruled on the merits.
This Court's retention of jurisdiction, as set forth in Article XI
of the Stipulated Plan is APPROVED. Such retention of jurisdiction
does not affect the finality of this Confirmation Order.
About MJW Films and JW Films
MJW Films, LLC and J Wick Productions, LLC, are movie production
companies based in Gilbert, Arizona. MJW Films and J Wick filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case Nos. 18-12874 and 18-12875) on Oct. 22,
2018. In the petitions signed by John Glassgow, designated
representative, the Debtors estimated $1 million to $10 million in
both assets and liabilities. Patrick A. Clisham, Esq., at Engelman
Berger, P.C., represents the Debtors.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Nov. 16, 2018. The committee is represented
by May, Potenza, Baran & Gillespie PC.
JAKE TRUCKING: Seeks to Hire Noah R. Friend as Legal Counsel
------------------------------------------------------------
Jake Trucking & Logging, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to hire Noah
R. Friend Law Firm, PLLC as its legal counsel.
The firm will render the following services:
a. represent the Debtor in the Chapter 11 case, and advise the
Debtor as to its rights, duties and powers;
b. prepare and file all necessary documents and negotiate and
prepare one or more plans of reorganization for the Debtor;
c. represent the Debtor at all court hearings and
proceedings;
d. prepare any necessary motions related to the sale of
collateral, the hiring of professionals, or any necessary
objections to proofs of claim;
e. perform such other legal services for the Debtor.
The firm proposes to charge a customary hourly rate of $300 for the
firm and $200 for Phillip Robinette, Esq., or any additional
associate attorneys.
Prior to the filing of the case, Friend Law Firm received an
initial retainer fee of $2,000 from the Debtor.
The attorneys of the firm are "disinterested persons" within the
meaning of Section 101(14) of the Bankruptcy Code, and do not have
any interests adverse to the estate.
The firm can be reached through:
Noah R. Friend, Esq.
Noah R. Friend Law Firm, PLLC
P.O. Box 341
Versailles, KY 40383
Telephone: (606) 369-7030
Facsimile: (502) 716-6158
Email: noah@friendlawfirm.com
About Jake Trucking and Logging
Jake Trucking and Logging, LLC, a Pikeville, Ky.-based company,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Ky. Case No. 20-70372) on Aug. 3, 2020.
At the time of the filing, Debtor had estimated assets of between
$50,001 and $100,000 and liabilities of between $100,001 and
$500,000.
Judge Gregory R. Schaaf oversees the case. Noah R. Friend Law Firm
is Debtor's legal counsel.
JAMES M. THOMPSON: Unsecureds to Get Share of Income for 60 Months
------------------------------------------------------------------
James M. Thompson Enterprises, Inc., et al., submitted a Plan and a
Joint Disclosure Statement.
Class 1 Citizens Bank N.A. This class is impaired. JMT2 will pay
the secured portion of such claim upon the same terms as the
prepetition agreement with Citizen Bank. Any portion of this claim
that exceeds the value of the collateral securing this claim shall
be treated as a Class 12 Claim.
Class 2 The Huntington National Bank. This class is impaired.
These claims will be reinstated in accordance with the terms of the
Confirmation Order up to the value of the collateral securing the
debt. Any portion of these Claims exceeding the value of the
collateral securing the debt will be treated as a Class 12 Claim
against JMTE, JMT2, JMT3, and JMTCC.
Class 8 Small Business Financial Solutions, LLC d/b/a Rapid
Advance. This class is impaired. These claims are subordinate to
the undersecured blanket lien held by The Huntington Bank on all
JMTE, JMT2, JMT3, and JMTCC’s collateral and, accordingly, any
allowed claim owed to Rapid shall be treated as a Class 12 Claim
against JMTE, JMT2, JMT3, and JMTCC.
Class 9 Fox Capital Group Inc. This class is impaired. These
claims are subordinate to the undersecured blanket lien held by The
Huntington Bank on all JMTE's collateral and, accordingly, any
allowed claim owed to Fox Capital Group Inc. will be treated as a
Class 12 Claim against JMTE.
Class 10 DMKA LLC d/b/a The Smarter Merchant. This class is
impaired. These claims are subordinate to the undersecured blanket
lien held by The Huntington Bank on all of JMTE, JMT2, and JMT3's
collateral. Accordingly, any allowed claim owed The Smarter
Merchant shall be treated as a Class 12 Claim against JMTE, JMT2,
and JMT3.
Class 11 Priority Unsecured Claims. The Debtors know of no claims
which fall under this class, and no Priority proofs of claim --
other than priority tax claims set forth in section (B)(2) of this
Article IV -- were filed with the Court prior to the bar date.
Class 12 General Unsecured Claims. The holders of allowed Class 12
claims shall receive a pro-rata distribution of applicable debtors'
net income over 60 months.
Class 13 Equity Interest Holders. The Plan provides that the
current equity interests in the Debtors shall be reinstated. In
that regard, this class is deemed to have accepted the Plan.
Payments and Distributions under the Plan will be funded by the net
income from the ongoing operation of the Debtors' businesses.
A full-text copy of the Joint Disclosure Statement dated August 17,
2020, is available at https://tinyurl.com/yxmfu8ra from
PacerMonitor.com at no charge.
Counsel for the Debtors:
MICHAEL R. DAL LAGO
CHRISTIAN GARRETT HAMAN
999 Vanderbilt Beach Road, Suite 200
Naples, Florida 34108
Telephone: (239) 571-6877
Email: mike@dallagolaw.com
Email: chaman@dallagolaw.com
About James M. Thompson Enterprises
James M. Thompson Enterprises, Inc., is the parent company of
several entities. James M. Thompson, Jr. controls the majority
ownership in all of the companies by way of his ownership of JMTE.
On Oct. 1, 2019, JMTE and five affiliates filed Chapter 11
bankruptcy petitions (Bankr. M.D. Fla. Lead Case No. 19-09351) in
Fort Myers, Florida. JMTE estimated assets of not more than
$50,000 and liabilities of between $500,000 and $1 million.
The affiliates are James M. Thompson One, LLC (Case No.19-09353);
James M. Thompson Two, LLC (Case No. 19-093540; James M. Thompson
Three, LLC (Case No. 19-09355); James M. Thompson Four, LLC (Case
No.19-093570; and James M. Thompson Cape Coral, LLC (Case No.
19-09358).
Dal Lago Law is the Debtor's legal counsel.
JASON INDUSTRIES: Files Immaterial Modifications to Plan
--------------------------------------------------------
Joint Prepackaged Plan of Reorganization of Jason Industries, Inc.
and its Debtor Affiliates on Aug. 17, 2020, made immaterial
modifications to its Joint Prepackaged Plan of Reorganization.
Added to the Plan is a section on Releases by Holders of Claims and
Interests: Notwithstanding anything to the contrary in the
foregoing, the Releases set forth above do not release (a) any
post-Effective Date obligations of any Party or entity under the
Plan, any Restructuring Transaction, or any document, instrument,
or agreement (including the New First Lien Credit Agreement
Documents, the New Junior Lien Credit Agreement Documents, and
other documents, instruments, and agreements set forth in the Plan
Supplement) executed to implement the Plan and shall not result in
a release, waiver, or discharge of any of the Debtors' or the
Reorganized Debtors' assumed indemnification provisions as set
forth in the Plan. or (b) any individual from any Claim or Causes
of Action related to an act or omission that is determined in a
Final Order by a court of competent jurisdiction to have
constituted actual fraud, willful misconduct, or gross negligence.
Under the Plan, general unsecured creditors are impaired and are
deemed to accept the Plan.
A full-text copy of the Joint Prepackaged Plan of Reorganization
dated August 17, 2020, is available at https://tinyurl.com/y56wvbvs
from PacerMonitor.com at no charge.
Proposed Counsel to the Debtors:
Jonathan S. Henes, P.C.
Emily E. Geier
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
About Jason Industries
Jason Industries, Inc., headquartered in Milwaukee, Wisconsin, is a
diversified manufacturing company serving the finishing, seating,
acoustics and components end markets.
Jason Industries, Inc., and 7 affiliates sought Chapter 11
protection (S.D.N.Y. Lead Case No. 20-22766) after reaching a deal
with lenders on terms of a plan that will cut debt by $250
million.
As of June 24, 2020, the Company reported total assets of
$204,886,939 and total debt of $428,374,343.
The Hon. Robert D. Drain is the case judge.
Moelis & Company LLC, is acting as financial advisor, Kirkland &
Ellis LLP is acting as legal counsel, and AlixPartners, LLP, is
acting as restructuring advisor to the Company in connection with
the Restructuring. Houlihan Lokey Capital, Inc., is acting as
financial and restructuring advisor and Weil, Gotshal & Manges LLP
is acting as legal counsel to the Consenting Creditors. Epiq
Corporate Restructuring, LLC, is the claims agent.
JRNA INC: Gets Approval to Hire McLaughlin & Glazer as Counsel
--------------------------------------------------------------
JRNA, Inc. received approval from the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to hire McLaughlin & Glazer as its
legal counsel.
McLaughlin will render legal services with respect to the
day-to-day conduct of Debtor's reorganization proceedings,
including the formulation and preparation of a plan of
reorganization.
The firm will be compensated at the rate of $350 per hour and has
requested a retainer in the amount of $25,000.
Robert Glazer, Esq., a partner at McLaughlin & Glazer, disclosed in
court filings that the firm does not hold any interest adverse to
Debtor or its creditors in the matters upon which it is to be
engaged.
The firm can be reached through:
Robert Glazer, Esq.
McLaughlin & Glazer
26 N. Third Street
Easton, PA 18042
Tel: 610-258-5609
Email: usbcglazer@gmail.com
About JRNA Inc.
JRNA, Inc., which conducts under the business Unclaimed Freight,
operates as a furniture store. Visit
https://www.saveatthefreight.com for more information.
JRNA filed its voluntary Chapter 11 petition (Bankr. E.D. Penn.
Case No. 20-13645) on Sept. 10, 2020. At the time of filing,
Debtor estimated $500,000 to $1 million in assets and $1 million to
$10 million in liabilities. Debtor is represented by McLaughlin &
Glazer.
K&W CAFETERIAS: Hires Dixon Hughes Goodman as Accountant
--------------------------------------------------------
K&W Cafeterias, Inc. seeks authority from the U.S. Bankruptcy Court
for the Middle District of North Carolina to employ Dixon Hughes
Goodman, LLP as its accountant.
The firm's services will include the preparation of Debtor's income
tax returns and annual audit of its 401(k) Plan as required under
ERISA.
Dixon Hughes has agreed to a flat fee of $30,000 to prepare the
Debtor's income tax returns for the year ending June 30, 2020.
Meanwhile, the firm will be paid on an hourly fee basis for the
audit services.
Matt Wood, an accountant at Dixon Hughes, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 101(14) and as required under Section 327(a) of
the Bankruptcy Code.
Dixon Hughes may be reached at:
Matt Wood
Dixon Hughes Goodman LLP
2501 Blue Ridge Road, Suite 500
Raleigh, NC 27607
Phone: 919-876-4546
Fax: 919-876-8680
About K&W Cafeterias
K&W Cafeterias, Inc., a company based in Winston Salem, N.C., filed
a Chapter 11 petition (Bankr. M.D.N.C. Case No. 20-50674) on Sept.
2, 2020. Judge Benjamin A. Kahn presides over the case. In the
petition signed by Dax C. Allred, president, the Debtor disclosed
$30,085,274 in assets and $22,189,229 in liabilities.
The Debtor has tapped Northen Blue, LLP as its bankruptcy counsel,
and Bell Davis & Pitt P.A. and Constangy Brooks Smith & Prophete
LLP as special counsel.
William Miller, U.S. bankruptcy administrator, appointed a
committee to represent unsecured creditors in Debtor's Chapter 11
case. The committee is represented by Waldrep Wall Babcock & Bailey
PLLC as bankruptcy counsel.
K&W CAFETERIAS: Taps SC&H Group as Financial Advisor
----------------------------------------------------
K&W Cafeterias, Inc. received approval from the U.S. Bankruptcy
Court for the Middle District of North Carolina to employ SC&H
Group, Inc. as its financial advisor.
The services that will be provided by the firm are as follows:
a. Undertake a study in order to better understand the
Debtor's business and inspect assets to determine their physical
condition.
b. Identify potential buyers based on information to be
provided by the Debtor and make recommendations to prepare the
assets and the business for proper investigation by potential
buyers.
c. Prepare an information memorandum or other materials about
the assets and the business for consideration by prospective buyers
and prepare advertising letters, fliers and similar sales
materials.
d. Prepare a program which may include marketing a potential
transaction through newspapers, magazines, journals, letters,
fliers, signs, telephone solicitation, the Internet or such other
methods as SC&H may deem appropriate.
e. Contact potential buyers, conduct evaluation and require
potential buyers to execute confidentiality agreements in favor of
Debtor unless the firm is instructed to do otherwise.
f. Facilitate the development of a virtual data room (VDR)
with detailed information including financial statements, marketing
materials, customer and supplier lists, management CVs, facilities
and other information the Debtor deems relevant.
g. Circulate any information memorandum and marketing
materials, provide access to the VDR or send materials to
interested parties regarding the assets, after completing
confidentiality documents.
h. Respond, provide information to, coordinate site visits,
communicate and negotiate with and obtain offers from interested
parties. Advise the Debtor in structuring a transaction and make
recommendations as to whether or not a particular transaction offer
should be accepted.
i. In connection with a bankruptcy proceeding governing a
potential transaction, assist with the submission of bid procedures
to the court and conduct the auction that may result therefrom.
j. Negotiate with Debtor's various stakeholders including
creditors and equity shareholders regarding the possible financial
restructuring of their existing claims.
SC&H Group will be paid as follows:
a. Monthly Fee. The Debtor shall pay SC&H a nonrefundable cash
fee of $17,500. After the second monthly fee, 100 percent of all
additional monthly fees shall be credited against any "transaction
fee" except that in no event shall the transaction fee be reduced
below zero.
b. Transaction Fee. The transaction fee is based on total
consideration from all transactions involving the assets. The fee
shall be equal to the greater of (i) $225,000, or (ii) the amount
resulting from applying the following formula to the total
consideration from all transactions involving the assets.
i. 5 percent of total consideration up to and including $5
million; plus
ii. 3 percent of total consideration greater than $5 million
and up to and including $10 million; plus
iii. 2.5 percent of total consideration greater than $10 million
and up to and including $15 million; plus
iv. 1.5 percent of total consideration greater than $15
million.
c. Expenses. The Debtor will pay up to $20,000 of SC&H's
out-of-pocket expenses.
Henry Waida, principal of SC&H, disclosed in court filings that his
firm is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Henry Waida
SC&H Group, Inc.
6011 University Blvd., Suite 490
Ellicott City, MD 21043
Phone: 410-988-1351
About K&W Cafeterias
K&W Cafeterias, Inc., a company based in Winston Salem, N.C., filed
a Chapter 11 petition (Bankr. M.D.N.C. Case No. 20-50674) on Sept.
2, 2020. Judge Benjamin A. Kahn presides over the case. In the
petition signed by Dax C. Allred, president, the Debtor disclosed
$30,085,274 in assets and $22,189,229 in liabilities.
The Debtor has tapped Northen Blue, LLP as its bankruptcy counsel,
and Bell Davis & Pitt P.A. and Constangy Brooks Smith & Prophete
LLP as special counsel.
William Miller, U.S. bankruptcy administrator, appointed a
committee to represent unsecured creditors in Debtor's Chapter 11
case. The committee is represented by Waldrep Wall Babcock & Bailey
PLLC as bankruptcy counsel.
L.S.R. INC: Unsecureds Will Get Share of Brickstreet Sale Proceeds
------------------------------------------------------------------
L.S.R., INC. submitted a Plan and a Disclosure Statement.
The Debtor does not intend to pursue preference, fraudulent
conveyance, or other avoidance actions. If the sale of the
Brickstreet Property yields less than the $200,000 provided for
under the post petition letter agreement between L.S R and HAMC for
L.S.R. to sell and HAMC and the Purchase Agreement dated December
20, 2019, the Debtor reserves the right pursue litigation against
HAMC in an amount equal to $200,000 minus the purchase price plus
all delay costs as set forth in the Letter Agreement and Purchase
Agreement.
The Plan proposes to treat claims as follows:
* Secured claims. There are no secured claims. All secured
claims have been paid or collateral has been released.
* Priority Unsecured Claims. In order to allow the sale of the
motel property to the Housing Authority of Mingo County, and to
provide for the extinguishment of a $l,585,228 debt to Ciena
Capital the officers of the debtor Rodney Doyle and Linda H
VanMeter advanced $40,000 to the closing and said postpetition
funding will be be paid in full without interest from the sale of
the Brickstreet Property.
* General Unsecured Claims. Each unsecured creditor will receive
their pro rata share of the sale proceeds from the Brickstreet
after payment of all administrative expenses and creditors and
interest holders set forth in class 1 and 2.
Payments and distributions under the Plan will be funded both by
the ongoing operating income of the Debtor and injection of monies
by the owner of the debtor in an amount adequate to pay the
administrative expenses due at the effective date of the plan. The
owners injection of capital is estimated to be in the approximate
amount of $50,000.00.
A full-text copy of the Disclosure Statement dated August 17, 2020,
is available at https://tinyurl.com/y2tc52ge from PacerMonitor.com
at no charge.
About L.S.R., Inc.
L.S.R., Inc., dba Brickstreet Artifacts/Brass Tree/Sycamore Inn,
filed a Chapter 11 petition (Bankr. D. W.Va. Case No. 18-20221) on
May 2, 2018, estimating $1,000,001 to $10 million in assets and
liabilities. The case is assigned to Judge Frank W. Volk. James
M. Pierson is the Debtor's counsel.
LAKES EDGE: Seeks to Tap Bennett-Guthrie PLLC as Bankruptcy Counsel
-------------------------------------------------------------------
The Lakes Edge Group, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of North Carolina to employ
Bennett-Guthrie PLLC as bankruptcy counsel.
The firm will render these legal services to the Debtor:
(a) advise the Debtor as to its rights, duties, and powers
under the Bankruptcy Code;
(b) advise the Debtor as to the ability and means by which
some or all of its assets could be leased, sold, or refinanced to
generate cash for the payment of such claims as may be allowed in
its Chapter 11 proceeding;
(c) advise the Debtor as to any other matter relevant to the
case or the formulation of a Chapter 11 plan;
(d) assist the Debtor in the operation of its childcare
business;
(e) assist the Debtor in the preparation and filing of
statements of financial affairs, schedules, reports, disclosure
statements, plans and other documents and pleadings that the Debtor
is required to file in its case;
(f) represent the Debtor at all hearings, meetings of
creditors, conferences, trials and other proceedings;
(g) assist and advise the Debtor with regard to communications
to the general creditors body regarding any matters of general
interest and any proposed Chapter 11 plan; and
(h) perform other necessary legal services.
The primary attorneys and paralegals expected to provide services
to the Debtor and their respective hourly rates are as follows:
Erik M. Harvey, Primary Counsel $250 per hour
Elizabeth F. Lawson, Associate $200 per hour
Dalene Kennedy, Paralegal $125 per hour
The Debtor paid to the firm the sum of $2,500 on Sept. 24, which
consisted of $783 of attorney fees and the Chapter 11 filing fee of
$1,717.
Erik Harvey, Esq., at Bennett-Guthrie, disclosed in court filings
that he and the firm are "disinterested persons" as that term is
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Erik M. Harvey, Esq.
Bennett-Guthrie PLLC
1560 Westbrook Plaza Drive
Winston-Salem, NC 27103
Telephone: (336) 765-3121
Facsimile: (336) 765-8622
About The Lakes Edge Group
The Lakes Edge Group, LLC classifies its business as Single Asset
Real Estate (as defined in 11 U.S.C. Section 101(51B)).
The Lakes Edge Group filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No.
20-50715) on September 24, 2020. The petition was signed by Mark
Fletcher, authorized representative. At the time of the filing, the
Debtor disclosed estimated assets of less than $50,000 and
estimated liabilities of $1 million to $10 million. Judge Lena M.
James oversees the case. Bennett-Guthrie PLLC is the Debtor's legal
counsel.
LAPIN SYSTEMS: Plan Confirmation Hearing Set for November 18
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will hold a hearing November 18 at 1:30 p.m. to consider
confirmation of Lapin Systems, Inc.'s Second Amended Plan of
Reorganization.
The Court has set the following schedule:
Ballots/Acceptance or Rejection to Plan due by: October 5,
2020 and November 4, 2020
Confirmation hearing to be held on November 18, 2020 at 1:30
p.m. by Telephone.
Ballot Report due by November 11, 2020.
Objection to Confirmation due by November 4, 2020.
The Debtor required relief under the Bankruptcy Code in order to
stem proceedings by one of its landlords and to reorganize its
significant amount of unsecured debt. Pursuant to Subchapter V of
Chapter 11 of the Bankruptcy Code, the United States Trustee
appointed as Sub-chapter V trustee pursuant to 11 U.S.C. Section
1183(a):
Matthew Brash
1320 Tower Road
Schaumburg, IL 60173
Tel: (847) 404-7843
E-mail: mbrash@newpointadvisors.us
Since the inception of the Chapter 11 case, the Debtor has worked
jointly with the Trustee in an effort to prepare and propose a Plan
which is consensual.
The Debtor said the Plan is a "pot plan," meaning the Debtor shall
make quarterly payments in specific amounts to be distributed pro
rata to unsecured creditors, after payment in full of
administrative and other priority claims. It is estimated that the
distribution to unsecured creditors will be made over a five-year
period in varying installment amounts totaling approximately 25%.
The Debtor is the proponent of the Plan. The Plan provides for
distribution to creditors with Allowed Claims from funds realized
from the continued operation of the business by the Debtor.
Under the Plan, Class 3 is comprised of holders of general
Unsecured Claims. The Debtor estimates that approximately 30
creditors hold Class 3 Claims aggregating approximately $630,000.
Except as provided, each holder of an Allowed Class 3 Claim shall
receive a pro-rata share of quarterly payments as described in the
five-year Cash Flow Projection, in the amounts of:
$10,500,
$10,500,
$10,500,
$10,500,
$10,500,
$10,000,
$6,250,
$6,250,
$10,000,
$10,000,
$10,000,
$10,000 and
eight payments of $12,500,
totaling $215,000,
of which unsecured creditors shall receive a total of approximately
$158,000.
The first installment will be payable on or before the end of the
sixth-month period following the Effective Date, with each
succeeding payment to be paid on or before the end of every three
month period thereafter.
Class 3 Claims shall be paid pro-rata without interest and will not
receive payment until Administrative Claims, Wage claims and Tax
claims are paid in full from the installments. Payments to Class 3
Creditors may be accelerated by the Debtor without penalty. Class 3
Claims are impaired under the Plan. Class 3 claimants are entitled
to vote on the Plan.
About Lapin Systems, Inc.
Lapin Systems, Inc.'s business consists of service and repair of
products manufactured by Apple Inc. It has been operating under
its current name since January 23, 1995. Its President and sole
shareholder is Roger A. Knuth.
Lapin Systems filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 20-05998) on March 3, 2020, listing under $50,000 in
estimated assets and $500,000 in estimated liabilities. Arthur G.
Simon, Esq., at Crane, Simon, Clar & Dan, serves as the Debtor's
counsel.
Matthew Brash of NewPoint Advisors serves as Sub-chapter V
trustee.
LDG001 LLC: Case Summary & 7 Unsecured Creditors
------------------------------------------------
Debtor: LDG001, LLC
Aledo, TX 76008
Business Description: LDG001, LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: October 5, 2020
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 20-43110
Judge: Hon. Mark X. Mullin
Debtor's Counsel: Joyce Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Tel: (972) 503-4033
Email: joyce@joycelindauer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Tim Barton, president.
A copy of the Debtor's list of seven unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/PS5U3ZY/LDG001_LLC__txnbke-20-43110__0002.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/PUZTR6I/LDG001_LLC__txnbke-20-43110__0001.0.pdf?mcid=tGE4TAMA
LIBBEY GLASS: Unsecured Creditors to Get $100K in Plan
------------------------------------------------------
Libbey Glass Inc., et al., submitted an Amended Disclosure
Statement that provide:
* Each Holder of an Allowed DIP ABL Facility Claim, in full
satisfaction, settlement, discharge and release of, and in exchange
for such Allowed Claim, will be indefeasibly Paid in Full in Cash
from the proceeds of the Exit Facilities.
* Each Holder of an Allowed DIP Term Loan Facility Claim, in
full satisfaction, settlement, discharge and release of, and in
exchange for such Allowed Claim, shall be paid in part in Cash or,
in the case of a DIP Term Loan Lender that will be an Exit Facility
Lender under the Exit Term Loan Facility Credit Agreement, if
elected by such DIP Term Loan Lender, rolled into Exit Term Loan
Facility Loans as part of a cashless roll of DIP Term Loan Facility
Claims from the Exit Term Loan Facility Loans and paid in part by
the issuance of New Preferred Equity Interests on the terms set
forth in the Exit Term Loan Facility Term Sheet, which, when
consummated, will result in the indefeasible Payment in Full of the
DIP Term Loan Facility Claims.
* Each Holder of an Allowed Prepetition Term Loan Claim (Secured
Portion) will receive, in full satisfaction, settlement, discharge
and release of, and in exchange for, such Allowed Claim, its Pro
Rata share of 100% of the New Equity Interests Pool (subject to
dilution by the New Management Incentive Plan Equity).
* Each Holder of an Allowed General Unsecured Claim will receive
its pro rata share of the General Unsecured Recovery Cash Pool
(which equals $100,000 in the aggregate); provided that the Holders
of the Prepetition Term Loan Claims (Unsecured Deficiency Portion)
shall not share in the General Unsecured Recovery Cash Pool which
is equal to $100,000 (with a full reservation of rights to their
Pro Rata share of the General Unsecured Recovery Cash Pool in
excess of $100,000, if any).
* Each Holder of an Allowed Intercompany Claim will have its
Allowed Intercompany Claim reinstated, compromised, or cancelled,
at the option of the relevant Holder of such Intercompany Claim
with the consent of the Super-Majority Term Loan Lenders.
* Each Holder of an Allowed Old Parent Interest will have its
Allowed Old Parent Interest cancelled without further notice to,
approval of or action by any Entity, and each Holder of an Old
Parent Interest will not receive any distribution or retain any
property on account of such Old Parent Interest.
* Each Holder of an Allowed Old Affiliate Equity Interest will
have its Allowed Old Affiliate Equity Interest remain effective and
outstanding on the Effective Date and will be owned and held by the
same applicable Person that held and/or owned such Allowed Old
Affiliate Interest immediately prior to the Effective Date.
* The legal, equitable and contractual rights of each Holder of
an Allowed Other Priority Claim, Allowed Other Secured Claim,
Allowed Secured Tax Claim, and Allowed Prepetition ABL Claim will
be unaltered by the Plan.
Class 6 General Unsecured Claims are projected to total $210
million and are projected to recover "more than 0%" under the Plan.
Each Holder of an Allowed General Unsecured Claim will receive, in
full satisfaction, settlement, discharge and release of, and in
exchange for, such Claim, its Pro Rata share of the General
Unsecured Recovery Cash Pool (which equals $100,000 in the
aggregate); provided that the Holders of the Prepetition Term Loan
Claims (Unsecured Deficiency Portion) shall not share in the
General Unsecured Recovery Cash Pool which is equal to $100,000
(with a full reservation of rights to their Pro Rata share of the
General Unsecured Recovery Cash Pool that is in excess of $100,000,
if any).
A full-text copy of the Disclosure Statement dated August 17, 2020,
is available at https://tinyurl.com/y5que29q from PacerMonitor.com
at no charge.
Counsel for the Debtors:
John H. Knight (No. 3848)
Russell C. Silberglied (No. 3462)
Paul N. Heath (No. 3704)
Zachary I. Shapiro (No. 5103)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
George A. Davis
Keith A. Simon
David Hammerman
Anu Yerramalli
Madeleine C. Parish
LATHAM & WATKINS LLP
885 Third Avenue
New York, New York 10022
Telephone: (212) 906-1200
Facsimile: (212) 751–4864
About Libbey Glass Inc.
Based in Toledo, Ohio, Libbey Inc. (NYSE American: LBY) is one of
the largest glass tableware manufacturers in the world. Libbey
operates manufacturing plants in the U.S., Mexico, China, Portugal
and the Netherlands. In existence since 1818, Libbey supplies
tabletop products to retail, food service and business-to-business
customers in over 100 countries. Libbey's global brand portfolio,
in addition to its namesake brand, includes Libbey Signature,
Master's Reserve, Crisa, Royal Leerdam, World Tableware, Syracuse
China, and Crisal Glass. In 2019, Libbey's net sales totaled $782.4
million. For more information, visit http://www.libbey.com/
Libbey Glass Inc. and 11 of its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-11439) on June 1, 2020.
In the petition signed by CEO Michael P. Bauer, Libbey Glass was
estimated to have $100 million to $500 million in assets and $500
million to $1 billion in liabilities as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger, P.A., as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Lazard Ltd as investment banker. Prime Clerk
LLC is the claims agent, maintaining the page
https://cases.primeclerk.com/libbey
LOG STORM SECURITY: Court Confirms Reorganization Plan
------------------------------------------------------
Judge Michael B. Kaplan has ordered that the First Amended Plan of
Reorganization filed by Log Storm Security, Inc., d/b/a
Blackstratus is confirmed.
Log Storm Security, Inc. proposed a reorganization plan. The
Debtor seeks to accomplish payments under the Plan by satisfying
Administrative Expense Claims, with the exception of Administrative
Tax Claims, in full on the Effective Date. Allowed Unsecured
Claims shall be paid a pro rata dividend from the Third
Distribution from the Royalty Fund to be established under this
Plan. The Effective Date of the proposed Plan is 30 days after the
date on which the Confirmation Order becomes final.
The Plan proposes to treat claims and interests as follows:
* Class 1 Hubbard Capital, LLC & State of Connecticut, Department
of Economic and Community Investment. This class is impaired with
estimated amount of claims of $4.5 million. The Allowed Class 1
Class Claim shall receive the following in full satisfaction: a
First Distribution from the Royalty Fund subject to the following
carveout: $100,000 of the first $4 million plus 50% over $4.0
million up to $4.5 million shall be paid to satisfy administrative
claims and to Class 6 Allowed Claims on a pro rata basis.
* Class 2 BSIG, LLC. This class is impaired with estimated amount
of claims of $1.25 million. The Debtor shall satisfy the Claim as
follows: Second Distribution from the Royalty Fund.
* Class 3 M2 Lease Funds, LLC. This class is impaired with amount
of claims of $11,385. The Debtor shall satisfy the Claim as
follows: Treated as a Class 6 Claim.
* Class 4 MB Financial Bank, N.A. This class is impaired. The
Debtor shall satisfy the Claim as follows: Treated as a Class 6
Claim.
* Class 5 Pulova Services, Inc. This class is impaired with
amount of claims of $85,000. The Debtor shall satisfy the Claim as
follows: Treated as a Class 6 Claim.
* Class 6 General unsecured claims. This class is impaired with
total amount of claims approximately $4,000,000. Creditors may
recover 20% to 25% of claims. Allowed Class 6 Claims shall be paid
a pro rata portion of the Third Distribution from the Royalty Fund
and the Carveout after payment of any unpaid administrative
expenses and priority claims.
The funds necessary for funding the Plan will be derived from funds
on hand on the Effective Date and from future royalties which shall
be be derived from CSI's gross revenues as follows: (i) 3.5% of
gross revenues for 2020; (ii) 7% of gross revenues for years 2021
through 2026. CSI projects that the royalty stream will
approximate $6.5 million. The total royalty stream will not exceed
$6.5 million over the life of the Plan.
A full-text copy of the Disclosure Statement dated August 17, 2020,
is available at https://tinyurl.com/y38pxgza from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Richard D. Trenk, Esq.
Robert S. Roglieri, Esq.
McMANIMON, SCOTLAND & BAUMANN, LLC
75 Livingston Avenue, Second Floor
Roseland, New Jersey 07068
Tel: (973) 622-1800
E-mail: rtrenk@msbnj.com
rroglieri@msbnj.com
About Log Storm Security
Founded in 1999, Log Storm Security, Inc. doing business as
BlackStratus -- https://www.blackstratus.com/ -- provides security
information event management (SIEM) products and services. The
company also offers support to help managed service providers
(MSPs) develop new or improve their current security-as-a-service
business.
Log Storm Security sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 20-12043) on Feb. 6, 2020.
The petition was signed by Dale W. Cline, president. At the time
of filing, the Debtor had $29,188 in assets and $5,049,036 in
liabilities. The Debtor is represented by Richard D. Trenk, Esq.,
at McMANIMON, SCOTLAND & BAUMAN, LLC.
M2 SYSTEMS: Court Confirms Chapter 11 Plan
------------------------------------------
The Court confirmed the Plan and approved the Disclosure Statement
of M2 Systems Corporation.
A Post-Confirmation Status has been scheduled before the Honorable
Karen S. Jennemann for Nov. 17, 2020 at 2:45 p.m., at the United
States Bankruptcy Court, 400 W. Washington Street, 6th Floor,
Courtroom A, Orlando, Florida 32801.
The Debtor must file any other objections to claims within 90 days
of the date of this Order.
About M2 Systems Corporation
M2 Systems Corporation -- https://www.m2-corp.com/ -- provides
computer automated solutions for practical business problems
utilizing technology serving the financial, healthcare, retail,
security, transportation, logistics and telecommunications
industries. It specializes in developing, marketing and
implementing transaction technologies for both established and
emerging markets as well as creating outlets for licensing and
operating its solution sets. M2 Systems was founded in 1986 and is
headquartered in Maitland, Florida.
M2 Systems sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 18-01339) on March 12, 2018. In
the petition signed by Joseph W. Adams, CEO and director, the
Debtor was estimated to have assets of less than $1 million and
liabilities of $1 million to $10 million. Latham, Shuker, Eden &
Beaudine, LLP, is the Debtor's bankruptcy counsel.
MAGNOLIA LANE: Plan Exclusivity Period Extended Thru Nov. 9
-----------------------------------------------------------
At the behest of Magnolia Lane Condominium Association, Inc., Chief
Judge Laurel M. Isicoff extended the period within which the Debtor
has the exclusive right to file an amended plan and/or disclosure
statement through November 9, 2020, and to solicit acceptances of
the Plan by 60 days through January 6, 2021.
On August 31, 2020, the Debtor sought a 120-day extension of
exclusivity to solicit acceptances until January 30, 2021, to amend
the plan and disclosure statement, and also to negotiate with
creditors and litigate claims.
In seeking an extension, the Debtor said it and the creditors have
been negotiating, and there are several impaired classes who would
vote for the plan as is, but in a few other cases, litigation is
ongoing. In a few cases, the litigation is troublesome, and
additional time is needed due to the continued litigation.
The extension will also afford the Debtor a meaningful opportunity
to develop and confirm a consensual plan of reorganization and
reorganize under chapter 11.
"It would be better to liquidate some of the contested claims prior
to trying to confirm a plan while disputed claims are being
liquidated so that the court can deal with adjudicated claims as
opposed to estimated claims," the Debtor said.
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
October 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.
On September 11, 2020, Magnolia Lane Condominium Association filed
with the Bankruptcy Court a Disclosure Statement and Plan of
Reorganization dated July 31, 2020.
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 31%
of their allowed claims, to be distributed from cash flow, reserves
and Special Assessments paid by unit owners.
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.
MAJESTIC HILLS: Court Extends Plan Exclusivity Thru Dec. 17
-----------------------------------------------------------
At the behest of Majestic Hills, LLC, the Honorable Gregory L.
Taddonio extended the period within which the Debtor has the
exclusive right to file a chapter 11 plan and disclosure statement
to December 17, 2020, and to obtain acceptances of the plan to
February 15, 2021.
On the Petition Date, Majestic Hills filed a proposed chapter 11
plan for non-solicitation purposes. Although a non-soliciting plan
was filed, the Debtor has not filed a Disclosure Statement.
Majestic Hills filed the proposed chapter 11 plan to disclose to
its creditors its intentions and proposed resolution of the various
claims that have arisen from and or are related to the Majestic
Hills development.
Also on the Petition Date, Majestic Hills filed two Motions for an
Order (I) Approving the Assumption of the Settlement Agreement and
Release, (II) Approving the Sale of Certain Insurance Policies, and
(III) Issuing an Injunction Pursuant to the Sale of Certain
Insurance Policies. If granted, the Settlement/Sale Motions will
provide a substantial contribution from the insurance companies
that will be used to help fund the proposed liquidating trust.
The Committee for Unsecured Creditors has not filed a response or
objection to either of the Settlement/Sale Motions. The deadline to
respond or object is currently extended to October 20, 2020, with
any replies to the responses to be filed by October 30, 2020. The
hearing of the Settlement/Sale Motions is scheduled for November 5,
2020, at 2:00 p.m. If granted, the Settlement/Sale Motions will
provide a substantial contribution from the insurance companies
that will be used to help fund a proposed liquidating trust.
"We are working with the Committee by providing it with documents
and other information for its review before it can take a position
on the Settlement/Sale Motion and continued to be open with the
other creditors to discuss the Settlement/Sale Motions," the Debtor
tells the Court.
The Debtor and the creditors will be participating in a judicial
mediation later this year. The resolution of the mediation will
impact the confirmation of the chapter 11 plan and determine
whether other parties will be making a substantial contribution to
the liquidating trust.
The Debtor continues to work in good faith towards a resolution of
all matters and to develop a consensual plan. The extensions will
allow the bar date for filing proofs of claim to pass, allow the
Parties to attend a judicial mediation, provide the Debtor time to
assess all creditors in this case, and generate an inclusive plan
addressing all claims.
About Majestic Hills
Majestic Hills, LLC, a privately held company that owns property in
Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
20-21595) on May 21, 2020. Majestic Hills operated as the
developer of the Majestic Hills residential development pursuant
with a Lot Purchase Agreement with NVR, Inc. d/b/a Ryan Homes. The
petition was signed by Joseph DeNardo, its manager. At the time of
filing, the Debtor was estimated to have $1 million to $10 million
in assets and liabilities.
Judge Gregory L. Taddonio oversees the case. The Debtor's counsel
is Donald R. Calaiaro, Esq., at Calairo Valencik. The official
committee of unsecured creditors appointed in the Debtor's Chapter
11 case has tapped Leech Tishman Fuscaldo & Lampl, LLC as its legal
counsel.
The official committee of unsecured creditors retained Leech
Tishman Fuscaldo & Lampl, LLC as its legal counsel.
MARCO GENERAL: Oct. 7 Continued Hearing on Disc. Statement
----------------------------------------------------------
That the hearing on the Adequacy of Debtor Marco General
Construction, Inc.'s Disclosure Statement is continued from Aug.
26, 2020 to Oct. 7, 2020 at 2:00 p.m. in Courtroom 1539, 255 E.
Temple Street, Los Angeles, California 90012.
If you wish to oppose the Motion to Approve the Disclosure
Statement, you must obtain a copy of the Motion to Approve DS from
the Court's docket, and file and serve a written response no later
than 14 days before the hearing and appear at the hearing.
That pursuant to FRBP 9014 and LBR 9013-1 (d), Debtor will file a
Motion to Approve Disclosure Statement no later than 21 days before
the hearing.
Attorney for the Debtor:
MICHAEL JAY BERGER
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, California 90212
Tel: 1.310.271.6223
Fax: 1.310.271.9805
E-mail: michael.berger@bankruptcypower.com
About Marco General Construction
Marco General Construction, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-14758) on
April 25, 2019. At the time of the filing, the Debtor was
estimated to have assets of less than $100,000 and liabilities of
less than $1 million. The case is assigned to Judge Sheri
Bluebond. The Debtor is represented by the Law Offices of Michael
Jay Berger.
MARINER SEAFOOD: Seeks to Hire Salter McGowan as Special Counsel
----------------------------------------------------------------
Mariner Seafood, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to employ Salter McGowan Sylvia
and Leonard, Inc. as its special counsel.
The firm will render these legal services to the Debtor:
(a) address diligence issues of True North Seafood, Inc. and
other potential bidders in connection with the proposed sale of the
Debtor's assets;
(b) assist the Debtor, as necessary, in drafting of sale
closing documents;
(c) represent the Debtor in connection with ordinary course
employment matters; and
(d) perform other general corporate tasks as may be
necessary.
The firm's services will be provided mainly by Matthew McGowan,
Esq., who will be paid at the rate of $335 per hour.
Mr. McGowan disclosed in court filings that the firm and its
principals and employees are "disinterested persons" as that term
is defined in section 101(14) of the Bankruptcy Code.
The attorney can be reached at:
Matthew McGowan, Esq.
Salter McGowan Sylvia and Leonard, Inc.
56 Exchange Terrace
Providence, RI 02903
Telephone: (401) 274-0300
Facsimile: (401) 453-0073
Email: mmcgowan@smsllaw.com
About Mariner Seafood
Mariner Seafood, LLC is a New Bedford, Mass.-based company that is
engaged in the business of buying and selling seafood inventory
from third party importers to domestic and Canadian seafood
processors and food service distributors.
Mariner Seafood sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 20-11870) on Sept. 14,
2020. The petition was signed by John P. Flynn, president and
manager. At the time of the filing, the Debtor was estimated to
have $10 million to $50 million in both assets and liabilities.
The Debtor tapped Murphy & King, Professional Corporation, as
bankruptcy counsel, Salter McGowan Sylvia and Leonard, Inc. as
special counsel, and Tully & Holland, Inc. as investment banker.
MARINER SEAFOOD: Seeks to Tap Tully & Holland as Investment Banker
------------------------------------------------------------------
Mariner Seafood, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to employ Tully & Holland, Inc.
as investment banker.
The firm will render these professional services to the Debtor:
(a) Develop, subject to review and approval by the Debtor, a
marketing plan for the assets;
(b) Research potential purchasers and investors with whom the
Debtor may want to enter into a transaction, develop a list of
purchasers and investors to be contacted by Tully & Holland and
subsequently contact those purchasers and investors to determine
interest;
(c) Provide information to prospective purchasers and maintain
and manage the Debtor's virtual data room;
(d) Communicate regularly with all interested parties and/or
potential acquirors and maintain records of communications; and
(e) Coordinate the receipt and comparison of any offers or
proposals for a sale transaction;
(f) Advise and assist the Debtor and its professional advisors
in evaluating offers and proposals and negotiate the financial
aspects of a transaction; and
(g) Assist the Debtor and its professionals with negotiation
of sale agreements and respond to the Debtor's reasonable requests
for assistance in coordinating the due diligence, disclosure
schedules and sale closing process.
The Debtor paid Tully & Holland $50,000 for services rendered and
reimbursed the firm $1,901 for expenses advanced on behalf of the
Debtor. The Debtor proposes to pay to the firm a success fee of
$250,000 upon the closing of a sale transaction.
Jon Pratt, an agent at Tully & Holland, disclosed in court filings
that the firms are "disinterested persons" as that term is defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jon Pratt
Tully & Holland, Inc.
535 Boylston Street
Boston, MA 02116
Telephone: (781) 239-2900
Facsimile: (781) 239-2901
About Mariner Seafood
Mariner Seafood, LLC is a New Bedford, Mass.-based company that is
engaged in the business of buying and selling seafood inventory
from third party importers to domestic and Canadian seafood
processors and food service distributors.
Mariner Seafood sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 20-11870) on Sept. 14,
2020. The petition was signed by John P. Flynn, president and
manager. At the time of the filing, the Debtor was estimated to
have $10 million to $50 million in both assets and liabilities.
The Debtor tapped Murphy & King, Professional Corporation, as
bankruptcy counsel, Salter McGowan Sylvia and Leonard, Inc. as
special counsel, and Tully & Holland, Inc. as investment banker.
MARLEY STATION: Files Voluntary Chapter 7 Bankruptcy Petition
-------------------------------------------------------------
Marley Station Mall LLC filed for voluntary Chapter 7 bankruptcy
protection (Bankr. N.D. Tex. Case No. 20-42885) on Sept. 14, 2020.
According to the Dallas Business Journal, the debtor listed an
address of 8320 Meadowbrook Dr., Ft. Worth, and is represented in
court by attorney Behrooz P. Vida. Marley Station Mall LLC listed
assets ranging from $0 to $50,000 and debts ranging from $0 to
$50,000. The filing did not identify a largest creditor.
Marley Station Mall LLC owns an enclosed shopping mall in Glen
Burnie, Maryland. Opened in 1987, it was expanded in 1994 and
1996. It is owned and managed by Dallas-based developer G.L.
"Buck" Harris.
The Debtor's counsel:
Behrooz P. Vida
The Vida Law Firm, PLLC
Tel: 817-358-9988
E-mail: filings@vidalawfirm.com
MIKE HONOVICH: Seeks to Hire B2 Legal Management as Accountant
--------------------------------------------------------------
Mike Honovich Enterprises, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to employ B2
Legal Management, LLC as accountant.
The firm will render these professional services to the Debtor:
(a) Oversee all internal and external account, financial and
tax functions. Oversee the preparation of or cause to be prepared
all monthly operating reports in the format required by the court.
(b) Oversee and prepare all year-end tax returns.
(c) Host the application and database for remote access by
authorized company personnel at Amazon Web Services, Google Cloud,
or other Secure data location, for 24x7 access by designated
users.
(d) Assist Debtor as necessary to maintain, modify, update as
necessary the chart of accounts, general ledger and financial
statements.
(e) Perform bookkeeping and accounting support services as
necessary when requested by Debtor and its chief financial
officer.
(f) Meet with Debtor and its legal and professional advisors
on an as needed basis, in person or telephonically.
The firm's billing rate for its services are as follows:
Onboarding and Review of Financial Details for NewCo.
$135/hour
Bookkeeping Services
$85/hour
The firm was not owed for fees incurred prior to the petition date
and did not receive a retainer.
Brenda Barnes, a managing principal of B2 Legal Management,
disclosed in court filings that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Brenda Barnes
B2 Legal Management, LLC
1601 Rio Grande Street, Suite 345
Austin, TX 78701
Telephone: (512) 381-1500
About Mike Honovich Enterprises
Mike Honovich Enterprises, LLC is a fully insured concrete
contractor in Round Rock, Texas. It conducts business under the
name Texas Flatworks.
Mike Honovich Enterprises filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 20-10620) on May 27, 2020. In the petition signed by
Mike Honovich, manager, the Debtor disclosed $3,146,870 in assets
and $3,073,095 in liabilities.
Judge Tony M. Davis oversees the case.
The Debtor tapped Barron & Newburger, P.C. as legal counsel and B2
Legal Management, LLC as accountants. Eric Riffer of FortyOne-Ten
Collective, LLC is the Debtor's chief operating officer.
MOTIV8 INVESTMENTS: Unsecureds to Get 4% Dividend in 60 Months
--------------------------------------------------------------
Motiv8 Investments, LLC submits this Disclosure Statement.
Debtor's enterprise value is the value of the real properties.
Debtor's available assets are the two real properties located at
6901 Cahuenga Park Trail, Los Angeles, CA 90068 and 1920 S. Date
Ave, Alhambra, CA 90640. The real property values are estimated to
be $575,000 for the Date property and $530,000 for the Cahuenga
property.
Class 3: Secured Claim held by SRS Capital Partners, LLC. This
class is impaired with amount of claim approximately $866,349.85.
Debtor is currently exploring the following three options for the
payment of SRS Capital's claim, thus proposes as follows:
* Alternative Treatment #1. The Debtor proposes to pay the value
of the Date property which is approximately $575,000 based on a
recent real estate appraisal and treat the difference of SRS
Capital's claim approximately $291,349.85, as an unsecured claim in
Class 4. The $575,000 shall be the secured claim paid in full at a
4.5% interest rate amortized over 30 years with monthly mortgage
payment of $2,913, plus the payment of the property's property
taxes and insurance, estimated at $800 a month. Thus, a total
mortgage payment of $3,713.
* Alternative Treatment #2. The Debtor will pay SRS Capital's
allowable claim in full and make monthly mortgage to said lender.
Debtor believes said refinancing will require a 4.5% interest rate
amortized over 30 years with monthly mortgage payment of $2,913,
plus the payment of the property's property taxes and insurance,
estimated at 800 a month. Thus, a total mortgage payment of
$3,713.
* Alternative Treatment #3. Should the Debtor be unable to reach
a consensual agreement with SRS Capital and/or obtain financing
from another lender, the Debtor will seek the Court's approval for
the sale of said property pursuant to 11 U.S.C.Sec. 363.
Class 4: General Unsecured Claims totaling $369,359.16 are
impaired. The Debtor will pay claims a pro rata dividend of 4% to
each general unsecured claimant for over 60 months with a 3.25%
interest rate commencing on the Effective Date of the Plan and
continue for 60 months thereafter.
With respect to Class 5: Class of Interest Holders, all of the
Debtor's property rests in Debtor upon confirmation. Debtor shall
receive its discharge upon completion of this plan or as otherwise
provided by law. The Debtor has an unexamined equity in any
property.
It is projected that on the effective date, the debtor will need
approximately $35,044. Debtor estimated that it will have $40,600
available as of the Effective Date.
A full-text copy of the Disclosure Statement dated August 15, 2020,
is available at https://tinyurl.com/yxd37qq5 from PacerMonitor.com
at no charge.
About Motiv8 Investments
Motiv8 Investments, LLC, is a privately-held company in Los
Angeles, California, which operates a business involved in buying
real properties and renovating and re-selling them. Motiv8
Investments sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 18-16732) on June 11, 2018. In the
petition signed by Sergio Moreno Morales, managing member, the
Debtor was estimated to have assets of less than $1 million to $10
million and liabilities of $1 million to $10 million. Judge Neil W.
Bason oversees the case. The Debtor tapped Tang & Associates as its
legal counsel.
MOTORS LIQUIDATION: Claimant Counsel's Bid to Escrow Funds Denied
------------------------------------------------------------------
Bankruptcy Judge Martin Glenn issued an order denying the motion of
David V. Scott, Counsel to the now-deceased claimant Billy England,
for an order directing the Wilmington Trust Company, administrator
of the Motors Liquidation Company GUC Trust, to pay Claimant's
settlement distribution to an escrow account in Counsel's name,
using Counsel's Tax Identification Number.
The Court concluded it would be improper to authorize Wilmington to
direct the Distribution to Counsel's escrow account for the purpose
of paying the Claimant's descendants. The Distribution should first
be directed to the Claimant's estate in a Kentucky probate
proceeding. Whether the Descendants are entitled to recover some or
all of the Distribution ahead of Billy England's creditors is a
question that must be determined by a Kentucky court in the
administration of his estate. The Descendants remain free to argue
that they, rather than the estate's creditors, should receive some
or all of the Distribution.
On August 17, 2007, Fannie England, Claimant's wife, was driving a
1995 Chevrolet, Model K10753, pick-up truck that was involved in a
serious accident. Mrs. England sustained injuries in the crash that
were allegedly enhanced because of General Motor's failure to
exercise reasonable care in the design of the truck.
On Feb. 24, 2009, Mrs. England filed a product liability complaint
against GM and other defendants in Kentucky state court. The action
was removed to the U.S. District Court for the Western District of
Kentucky. On March 11, 2009, Mrs. England died of causes unrelated
to the injuries sustained in the collision. On June 24, 2009, the
District Court ordered the product liability action against GM
stayed because of GM's bankruptcy filing.
On Nov. 30, 2009, Mr. England filed a $250,000 claim in Debtors
GM's bankruptcy case, seeking recovery for both loss of consortium
and the reimbursement of medical expenses for which he and Mrs.
England were jointly liable. Claimant's right to recovery was
allegedly based on the Kentucky survival statute, which states that
"no right of action for personal injury or for injury to real or
personal property shall cease or die with the person injuring or
injured . . . ."
On July 2, 2010, the Debtors objected to Claimant's claim for
"insufficient documentation." On July 30, 2010, Claimant filed a
detailed response and the Debtors subsequently withdrew the
objection. On August 25, 2012, Mr. England passed away without any
distribution having been made from the GUC Trust to Mr. England.
On April 21, 2017, Wilmington sent a distribution letter to
Claimant. The Distribution Letter states Wilmington continues to
make distributions to holders of Allowed Class 3 General Unsecured
Claims, which includes Mr. England, pursuant to the Second Amended
Joint Chapter 11 Plan of Motors Liquidation Company and the Trust
Agreement. The Distribution Letter provides that a distribution of
the $65,000 is to be made in the form of a mix of cash and GUC
Trust Units to the settlement beneficiary -- "Billy England" --
into a securities account maintained by the beneficiary. But Billy
England died before the Distribution was made.
Wilmington directed Counsel to open an estate for Billy England to
process the Distribution. The Descendants represent in their
affidavits that Claimant passed away without sufficient assets to
warrant probating an estate. Counsel requests that Wilmington
direct the Distribution into an escrow account, opened under
Counsel's TIN, for the purpose of distributing it to the
Descendants. Such an arrangement, Counsel asserts, would prevent
Mr. England's creditors from recovering their debts against the
proposed estate. Counsel cites to Kentucky's intestate succession
laws in support of his argument.
Counsel proposed that he be allowed to set up an escrow account at
Axiom Financial Strategies Group, a financial institution
authorized to maintain a securities account, located in New Albany,
Indiana, and to use his TIN. The escrow account would receive the
Distribution from Wilmington, and Counsel would distribute the
proceeds to the Descendants, or to the individuals he claims have
an interest in the proceeds. Counsel argued that the result would
have been the same in any other personal injury or wrongful death
claim. Counsel also maintained that whether the check included all
the interested parties' names, or the money was deposited directly
into the attorney's escrow account, the result would be the same.
Counsel asserted that he is responsible for a proper distribution
and that the TIN on the documentation provided to the company
issuing the proceeds of the settlement would be that of the
plaintiff's counsel.
Wilmington's Response acknowledged that Mr. England has an Allowed
Class 3 General Unsecured Claim in the amount of $65,000 and that
no distribution has been made on account of that Allowed Claim.
Wilmington took no position on the laws of intestate succession in
the Commonwealth of Kentucky. Wilmington did not oppose the
requested relief, but it sought direction from the Court before
making a distribution to someone other than the party listed as the
creditor holding the Allowed Unsecured Claim, and to determine
whether such a distribution is both authorized and appropriate.
According to Judge Glenn, Counsel has failed to demonstrate that
the Distribution should be directed to his escrow account. The
Distribution Letter from Wilmington to the Claimant states that
"Billy England" is "entitled to participate" in the claim
distribution plan under the Trust Agreement and does not name the
Descendants. The Claimant's natural legal successor under Kentucky
law is his estate. His creditors may have priority over the heirs
to the estate's assets in probate. The Descendants have not
established a legal or factual basis to permit Wilmington to make
the Distribution directly (or indirectly through Counsel) to the
Descendants. In addition, Counsel's argument asking the Court to
consider this as akin to a wrongful death action is devoid of legal
reasoning.
Further, whether Mr. England's claim is a survival action does not
affect the result, the Court said. Counsel mischaracterized Mr.
England's claim, at least in part, as a survival action. Kentucky
law provides that a loss of consortium claim accrues directly to
the spouse. Mr. England's loss of consortium claim is not a
survival action; it never belonged to Mrs. England's estate. The
Descendants did not raise their own common law loss of parental
consortium claim in these bankruptcy proceedings. Therefore, at
least part of Mr. England's claim is solely attributed to him, and
thus any settlement proceeds arising from that claim would be the
property of Mr. England, and now his estate. Any rights the
Descendants hold against Mr. England's property can be probated in
Kentucky court.
According to the Court, the record is insufficient to make a
similar determination about the ownership of the medical expenses
portion of Mr. England's claim. However, even if Mr. England's
claim was a survival action, the Descendants would still have to
assert any resulting rights in Kentucky court. In a survival
action, the claims raised are brought on behalf of the deceased's
estate. And as Mrs. England's next of kin, the Descendants could be
considered third-party beneficiaries to the agreement settling
claims owned by Mrs. England's estate. In an agreement made for
their benefit, third-party beneficiaries retain the right to
enforce the promise as if they were parties to the contract. The
Court held that, even construing Mr. England's claim as a survival
action, under the terms of the Distribution Letter, Wilmington
would still need to direct the Distribution to the Claimant's
estate and not to the Descendants. The Descendants are then able to
raise any of their rights against the estate in Kentucky.
Kentucky law contains specific provisions exempting some of a
deceased's assets from his creditors, but that would still first
necessitate directing the Distribution to the estate. Kentucky
state law, therefore, directs the district court having
jurisdiction over the estate to "set apart" the sum. The statute
does not provide that an attorney can first set aside any sums and
direct them first to the heirs. Further, while some Kentucky
statutory provisions, such as those governing workers'
compensation, are non-assignable and exempt from debts, such an
exemption does not exist for loss of consortium claims under any
provision of Kentucky law.
The bankruptcy case is in re: MOTORS LIQUIDATION COMPANY, et al.,
f/k/a GENERAL MOTORS CORP., et al., Debtors, Case No. 09-50026 (MG)
(Bankr. S.D.N.Y.).
A copy of the Court's Order is available at https://bit.ly/3j8i0Fl
from Leagle.com.
About General Motors
With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,
traces its roots back to 1908.
General Motors Co. was formed to acquire the operations of General
Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old
GM's bankruptcy filing. The U.S. government provided financing.
The deal was closed July 10, 2009, and Old GM changed its name to
Motors Liquidation Co.
Old GM -- General Motors Corporation -- filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1,
2009. The Honorable Robert E. Gerber presides over the Chapter 11
cases. The Debtors tapped Weil, Gotshal & Manges LLP, Jenner &
Block LLP, and Honigman Miller Schwartz and Cohn LLP as counsel;
and Morgan Stanley, Evercore Partners and the Blackstone Group LLP
as financial advisor. Garden City Group served as claims and
notice agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis
& Frankel LLP served as bankruptcy counsel to the Creditors
Committee. Attorneys at Butzel Long served as counsel on supplier
contract matters. FTI Consulting Inc. served as financial
advisors
to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin &
Drysdale, Chartered, represented the Asbestos Committee. Legal
Analysis Systems, Inc., served as asbestos valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31, 2011.
On Dec. 15, 2011, Motors Liquidation was dissolved. On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee -- GUC Trust
Administrator -- of the Motors Liquidation Company GUC Trust,
assumed responsibility for the affairs of and certain claims
against MLC and its debtor subsidiaries that were not concluded
prior to the Dissolution Date.
NATIONSTAR MORTGAGE: Moody's Assigns B2 CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has affirmed the B2 long-term corporate
family rating and B2 long-term senior unsecured ratings of
Nationstar Mortgage Holdings, Inc. (Nationstar) and Wand Merger
Corp., and assigned a B2 long-term issuer rating to Nationstar
Mortgage LLC, the operating subsidiary of Nationstar, which itself
is a subsidiary of Mr. Cooper Group Inc.
Assignments:
Issuer: Nationstar Mortgage LLC
Issuer Rating, Assigned B2
Outlook Actions:
Issuer: Nationstar Mortgage Holdings Inc.
Outlook, Changed to Stable from Negative
Issuer: Nationstar Mortgage LLC
Outlook, Assigned Stable
Issuer: Wand Merger Corporation
Outlook, Assigned Stable
Affirmations:
Issuer: Nationstar Mortgage Holdings Inc.
Corporate Family Rating, Affirmed B2
Senior Unsecured Regular Bond/Debenture, Affirmed B2
Issuer: Wand Merger Corporation
Gtd Senior Unsecured Regular Bond/Debenture, Affirmed B2
RATINGS RATIONALE
The affirmation of Nationstar's B2 corporate family rating reflects
Moody's unchanged view of the company's B2 standalone assessment,
which is supported by the company's strong position in the US (Aaa
stable) residential mortgage servicing market and strengthening
position in the mortgage originations market, which will allow it
to continue to benefit from profitability improvements due to high
refinancing volumes in the current low interest rate environment.
It also takes into consideration the risks to creditors from its
modest, albeit slightly improved, capitalization, which limits its
ability to absorb unexpected losses.
Over the next several quarters, Moody's expects US non-bank
mortgage companies will face increased servicer advance obligations
because of borrower-forbearance arrangements and rising
delinquencies. However, Moody's believes that rated servicers, such
as Nationstar, will likely be able to meet these obligations as
current forbearance levels are well below some initial industry
forecasts. Most rated companies have enhanced their servicing
advance facilities and liquidity, which Moody's believes will help
them manage their servicer advance obligations even if they
increase materially. With a new fully committed two-year $900
million Ginnie Mae mortgage servicing rights and advance facility
announced in August, Nationstar's total committed servicing advance
and mortgage servicing rights financing capacity has increased to
$2.7 billion, of which $1.8 billion was unused as of August 20,
2020.
Moody's had previously revised the outlook to negative from stable
on July 30, 2019, which was prompted by Nationstar's eroding
capitalization, resulting from net losses driven by changes in the
fair value of mortgage servicing rights (MSRs), along with modest
core profitability.
Nationstar Mortgage LLC's B2 long-term issuer rating is based on
Nationstar's B2 standalone assessment and corporate family rating,
the application of Moody's Loss Given Default (LGD) For
Speculative-Grade Companies methodology and model, and is
reflective of the ranking of its senior unsecured obligations in
Nationstar's capital structure.
The change in outlook to stable from negative reflects Moody's view
that Nationstar has turned a corner in its earnings trajectory and
is on a path to modestly reduce leverage. The company's core
profitability and capitalization has improved, with pre-tax core
profitability to assets increasing to 5.8% for the first half of
2020 from 2.8% in 2019, and capitalization as measured by tangible
common equity to tangible managed assets (TCE/TMA) increasing to
11.5% as of 30 June 2020, from 8.8% as of 31 March 2019. Moody's
expects elevated origination volumes and strong gain-on-sale
margins against the backdrop of prolonged low interest rated to
continue to support solid profitability and growth in book equity
for Nationstar over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company continues to
demonstrate sustainable improvement in its financial performance,
such as achieving and maintaining capitalization as measured by
TCE/TMA of 15% or higher and maintaining core pretax income to
total assets of more than 1.5%, while preserving its servicing
performance and franchise value.
The ratings could be downgraded if the company's financial
performance materially deteriorates, for example, if capitalization
decreases to 7.5% or lower as measured by TCE/TMA or if core pretax
income to assets falls to less than 0.75% for an extended period or
if the company's liquidity position deteriorates beyond an adequate
buffer to its debt covenants. In addition, the ratings could be
downgraded in the event of material negative regulatory actions
that would impair its franchise and therefore its ability to remain
profitable.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
NCR AUTO CORES: Unsecureds Will Get Net Proceeds of Litigation
--------------------------------------------------------------
NCR Auto Cores & Security Inc. submitted an Amended Disclosure
Statement explaining its Chapter 11 Plan.
The Debtor sustained a series of losses due to (1) Mairec Precious
Metals U.S., Inc. filing for bankruptcy that owes debtor
approximately $2,000,000 (Mairec also claims Debtor owes it
approximately $2,000,000); (2) a lender, Nextwave Enterprises,
withdrew $85,000 from Debtor’s accounts; (3) the Debtor was short
paid by Thalheimer Brothers for materials delivered for smelting;
and (4) several other venders (for smelting and refining) have also
shorted Debtor. Because the Debtor was under siege from its
creditors.
Class 2 Allowed Secured Claims are impaired. There are two Allowed
Secured Claims as follows: (1) Komatsu Financial Limited
Partnership and (2) Orange Bank & Trust Company which have liens on
separate pieces of machinery and equipment. The Allowed Secured
Claim of Komatsu and Orange Bank for any retained equipment will be
paid in Cash over a period of five years in equal monthly payments
commencing on the Effective Date. Any deficiency asserted by
Komatsu or Orange Bank shall be treated as a Class 3 unsecured
claim.
Class 3 Unsecured Claims are impaired. The Allowed Unsecured Claims
consist of the Claims of Mairec, Techemet, Uline, the Department of
Labor and the deficiencies, if any, of Komatsu and Orange Bank.
The Allowed Unsecured Claims will share in the net proceeds of the
intended litigation if any pari passu.
Class 4 Equity Interest holder, Joseph Forti, will contribute cash
as new value to the Debtor and therefore retain his equity
ownership.
On the Effective Date the Equity Holder, Joseph Forti, will retain
his equity interests in the Reorganized Debtor in exchange for a
contribution to be made by him on the Effective Date that in
conjunction with the Debtor’s case flow will be sufficient to pay
(1) Allowed Administrative Expenses, (2) the amounts necessary to
make the initial payments to the Allowed Unsecured Claims in the
Plan, and (3) in his discretion funds necessary for the operation
of the Debtor’s business for the near future.
A full-text copy of the Amended Disclosure Statement dated August
17, 2020, is available at https://tinyurl.com/y3raoy5a from
PacerMonitor.com at no charge.
Counsel for the Debtor:
H. Bruce Bronson, Esq.
BRONSON LAW OFFFICES, P.C.
480 Mamaroneck Ave.
Harrison, NY 10528
Tel: (914) 269-2530
Fax: (888) 908-6906
E-mail: hbbronson@bronsonlaw.net
About NCR Auto Cores & Security
NCR Auto Cores & Security Inc. is a privately held company whose
principal assets are located at 222 City Island Ave., Bronx, N.Y.
NCR Auto Cores & Security filed a voluntary Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 19-23869) on Oct. 22, 2019. In the
petition signed by NCR Auto Cores CEO Joseph Forti, Debtor was
estimated to have $50,000 to $100,000 in assets and $1 million to
$10 million in liabilities. Judge Robert D. Drain oversees the
case. Debtor tapped Bronson Law Offices, P.C. as its bankruptcy
counsel, and Jones LLP as its special counsel.
NEFFGEN FAMILY: Creditors Object to Disclosure Statement
--------------------------------------------------------
The Shops at Duncan, LLC and Tyler S, LLC, are both creditors of
Neffgen Family Stores, LLC. Both SAD and Tyler were landlords of
the Debtor.
The Creditors of the Neffgen object to the Plan and Disclosure
Statement because (1) the Disclosure Statement and Plan contain
inaccurate statements as to the Creditors, (2) the Debtor failed to
comply with the provisions of Title 11 of the United States Code of
Laws as it relates to the SAD, (3) the Debtor is not proposing the
Plan in good faith, and (4) the Debtor makes incorrect statements
in the liquidation analysis.
Attorney for Shops at Duncan, LLC and Tyler S, LLC:
Richard R. Gleissner
District Court ID No. 5389
1237 Gadsden Street, Suite 200A
Columbia, SC 29201
(803) 787-0505
Rick@Gleissnerlaw.com
About Neffgen Family Stores
Neffgen Family Stores, LLC is a seller of home goods with various
locations in upstate South Carolina.
Neffgen Family Stores sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.C. Case No. 20-00571) on Feb. 1, 2020.
At the time of the filing, the Debtor had estimated assets of
between $500,000 and $1 million and liabilities of between $1
million and $10 million. Judge Helen E. Burris oversees the case.
The Debtor is represented by The Cooper Law Firm.
NNN 400 CAPITAL: Seeks Approval to Hire Force Ten, Appoint CRO
--------------------------------------------------------------
NNN 400 Capitol Center 16, LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Force Ten Partners, LLC and appoint Jeremy Rosenthal as
their chief restructuring officer.
Mr. Rosenthal will provide the following services:
(a) Manage the affairs of the Debtors, supervise the Debtors'
employees, management and professionals and provide periodic
reports to the authorized agents and tenants-in-common;
(b) Assist legal counsel and the Debtors in executing their
chapter 11 cases;
(c) Force Ten will assist the CRO and the Debtors by providing
financial advisory services to the CRO;
(d) Negotiate with the Debtors' creditors with respect to
their rights and interests with respect to the Debtors' assets and
their bankruptcy cases;
(e) Seek debtor-in-possession financing for the Debtors;
(f) Seek to refinance the current indebtedness of the
Debtors;
(g) Seek exit financing for the Debtors;
(h) Seek to maximize the value of the Debtors' assets and
operations through restructuring the operations of the Debtors'
businesses;
(i) Seek to maximize the value of the Debtors' assets and
operations through, among other things: the sale, recapitalization,
refinancing, restructuring or reorganizing of the Debtors'
business, in whole or in part;
(j) Provide assistance in connection with any motions,
responses or other court activity as directed by legal counsel;
(k) Provide monthly operating reports as required by the
bankruptcy court administering the Debtors' cases;
(l) Provide periodic reporting to the TICs and creditors;
(m) Evaluate and develop restructuring plans and other
strategic alternatives for maximizing the value of the Debtors'
assets. The CRO, the Debtors, the Debtors' legal counsel, and other
professionals shall recommend to the Authorized Agents or the TICs
various plans or alternatives from time to time, and upon receipt
of necessary approvals of a proposed course of action, the CRO
shall use commercially reasonable efforts to attempt to implement
such course of action;
(n) Assist in the formulation and preparation of the Debtors'
disclosure statement and plan of reorganization;
(o) Negotiate with the Debtors' creditors over any such
bankruptcy plan and respond to any objections to the bankruptcy
plan by parties in interest; and
(p) Prepare and offer declarations, reports, depositions and
in-court testimony.
The current hourly rates of Force Ten personnel are as follows:
Jeremy Rosenthal $750.00
Partners $550.00 - $750.00
Directors $350.00 - $595.00
Analysts $225.00 - $350.00
Administrative Staff $100.00 - $225.00
Additionally, the Debtors will reimburse Force Ten for
out-of-pocket expenses incurred.
Mr. Rosenthal of Force Ten disclosed in court filings that he and
the firm are "disinterested persons" as that term is defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jeremy Rosenthal
Force Ten Partners, LLC
10100 Venice Blvd.
Culver City, CA 90232
Telephone: (310) 870-3205
Email: jrosenthal@force10partners.com
About NNN 400 Capitol Center 16
NNN 400 Capitol Center 16, LLC and 23 of its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 16-12728) on Dec. 9, 2016. The petitions were signed
by Charles D. Laird & Peggy Laird on behalf of Charles D. Laird and
Peggy Laird Revocable Trust dated April 21, 1999, member.
On June 5, 2017, NNN 400 Capitol Center, LLC and seven other
affiliates of NNN 400 Capitol Center 16 filed Chapter 11 petitions.
The cases are jointly administered under Case No. 16-12728.
At the time of filing, NNN 400 Capitol Center 16, NNN 400 Capitol
Center 10 and NNN 400 Capitol Center 11 estimated both assets and
liabilities at $10 million to $50 million each.
Judge Kevin Gross oversees the cases.
Whiteford, Taylor & Preston, LLC, is the Debtors' bankruptcy
counsel while Rubin and Rubin, P.A. serves as their special
counsel. Jeremy Rosenthal of Force Ten Partners, LLC is the
Debtors' chief restructuring officer.
NORTHERN OIL: Expects to Close Acquisition Deal with W North
------------------------------------------------------------
Northern Oil and Gas, Inc. expects to close in the near future a
previously announced acquisition transaction with W North Fund,
LLC. At closing, the Company will issue 295,000 shares of its
common stock in partial consideration for its acquisition of oil
and gas properties in North Dakota from the Seller. The Seller
will be entitled to receive up to a total of 45,000 additional
shares of Company common stock (together with the Initial Shares)
in four increments if crude oil volume on the Dakota Access
Pipeline exceeds 500,000 barrels per day during each of the four
consecutive calendar quarters ending after the date of closing.
About Northern Oil
Northern Oil and Gas, Inc. -- http://www.northernoil.com-- is an
independent energy company engaged in the acquisition, exploration,
development and production of oil and natural gas properties,
primarily in the Bakken and Three Forks formations within the
Williston Basin in North Dakota and Montana.
Northern Oil recorded a net loss of $76.32 million for the year
ended Dec. 31, 2019. As of June 30, 2020, the Company had $1.26
billion in total assets, $1.12 billion in total liabilities, and
$140.73 million in total stockholders' equity.
* * *
As reported by the TCR on April 14, 2020, S&P Global Ratings
lowered its issuer credit rating on Northern Oil and Gas Resources
to 'CCC+' from 'B-'. The outlook is negative. "Our downgrade
reflects the company's tight liquidity and history of distressed
exchanges. The recent collapse in oil prices increases the risk
that the company's reserve-based lending (RBL) facility size could
be reduced at its next bank redetermination, which could further
strain its limited capacity," S&P said.
NPC INTERNATIONAL: Seeks to Hire Ernst & Young as Tax Advisor
-------------------------------------------------------------
NPC International, Inc. and affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of Texas to retain Ernst
& Young LLP as their tax advisor.
The services E&Y will render are as follows:
A. Routine On-Call Tax Advisory Services
-- provide the Debtors routine tax advisory services and
assistance concerning issues as requested by Debtors when such
projects are not covered by a separate Statement of Work and do not
involve any significant tax planning or projects;
-- provide on-call tax advisory services including
responding to general tax questions and assignments;
-- provide on-call tax advisory services including
assistance with tax issues by answering one-off questions, drafting
memos describing how specific tax rules work, assisting with
general transactional issues, and assisting Debtors in connection
with its dealings with tax authorities (other than serving as a
representative); and
-- perform specific tasks in connection with the services
that may include the following: participating in meetings and
telephone calls with Debtors; participating in meetings and
telephone calls with taxing authorities and other third parties
where E&Y is not representing Debtors before the taxing authority;
reviewing transaction-related documentation; researching technical
issues; and preparing technical memoranda, letters, e-mails, and
other written documentation.
B. Tax Compliance Services
-- prepare estimated tax payment computations;
-- prepare extension requests;
-- prepare the U.S. federal income tax return, Form 1120,
for NPC International, Inc. for the fiscal 2019 tax year; and
-- prepare required state and local income and franchise
tax returns for different jurisdictions.
C. Bankruptcy Tax Services
-- analyze the tax implications of reorganization or
restructuring alternatives the Debtors are evaluating, that may
result in a change in the equity, capitalization or ownership of
the shares of the Debtors or their assets;
-- analyze the US federal and state income tax consequences
of cancellation of indebtedness income and the impact of the
bankruptcy on future cash flows;
-- advise the Debtors in developing an understanding of the
tax implications of its bankruptcy restructuring alternatives and
post-bankruptcy operations including, as needed, research and
analysis of Internal Revenue Code sections, Treasury regulations,
state tax statutes and regulations, case law and other relevant US
tax authorities, and assisting and advising in securing rulings
from the Internal Revenue Service or applicable state tax
authorities;
-- provide tax advisory services regarding availability,
limitations on the use, and preservation of tax attributes, such as
net operating losses, credits, and tax basis of assets, including
tax calculations to compare the potential consequences of a
hypothetical Section 382 ownership change qualifying under Section
382(l)(5) vs. Section 382(l)(6);
-- provide tax advisory services regarding the validity of
tax claims in order to determine if the tax amount claimed
reasonably represents the correct tax liability pursuant to
applicable tax law;
-- analyze legal and other professional fees incurred
during the bankruptcy period for purposes of determining future
deductibility of such costs for US federal, state and local tax
purposes;
-- prepare documentation, as appropriate or necessary, of
tax analyses, opinions, recommendations, conclusions and
correspondence for proposed restructuring alternatives, bankruptcy
tax issue or other tax matters;
-- advise the Debtors in connection with dealings with tax
authorities, including participation in meetings and telephone
calls with Debtors, taxing authorities, and other third parties;
-- assist in obtaining rulings with tax authorities as
relevant and necessary;
-- consult and discuss service-related matters with the
Debtors and their outside advisors (e.g., legal, financial); and
-- provide documentation for E&Y analyses and conclusions,
as necessary, and agreed with the Debtors.
E&Y will be paid as follows:
Routine On-Call Tax Advisory Services and Bankruptcy Tax
Services hourly rates are:
Partner/Principal/Director $640 - $900
Senior Manager $520 - $640
Manager $470 - $520
Senior $280 - $360
Staff $140 - $280
The fees for tax compliance services will be billed at a fixed fee
of $84,000.
Jason Carlstedt, a partner at E&Y, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
The firm can be reached through:
Jason Carlstedt, CPA
Ernst & Young LLP
1635 N. Waterfront Parkway, Suite 220,
Wichita, KS 67206
Phone: +1 316 636 4900
About NPC International
NPC International, Inc. is a franchisee company with over 1,600
franchised restaurants across two iconic brands -- Wendy's and
Pizza Hut -- spanning 30 states and the District of Columbia. Visit
https://www.npcinternational.com for more information.
NPC International and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-33353) on July 1, 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 David R. Jones oversees the cases.
Debtors have tapped Weil, Gotshal & Manges LLP as bankruptcy
counsel, Alixpartners LLP as financial advisor, and Greenhill & Co.
LLC as investment banker. Epiq Corporate Restructuring, LLC is the
claims, noticing and solicitation agent and administrative
advisor.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors in Debtors' Chapter 11 cases. Kelley Drye & Warren, LLP
and Alvarez & Marsal North America, LLC serve as the committee's
legal counsel and financial advisor, respectively.
OAKVIEW CROSSING: Case Summary & 4 Unsecured Creditors
------------------------------------------------------
Debtor: Oakview Crossing of Hartwell, LLC
84 Sundown Cir.
Hartwell, GA 30643
Business Description: Oakview Crossing of Hartwell, LLC is a
Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: October 4, 2020
Court: United States Bankruptcy Court
Middle District of Georgia
Case No.: 20-30720
Judge: Hon. James P. Smith
Debtor's Counsel: Charles Kelley, Esq.
KELLEY & CLEMENTS LLP
PO Box 2758
Gainesville, GA 30503
Tel: 770-531-0007
Email: ckelley@kelleyclements.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by C. William Kidd, manager.
A copy of the petition containing, among other items, a list of the
Debtor's four unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/5FWT62Y/Oakview_Crossing_of_Hartwell_LLC__gambke-20-30720__0001.0.pdf?mcid=tGE4TAMA
OFFSHORE MARINE: Plan of Reorganization Declared Effective
----------------------------------------------------------
Offshore Marine Contractors, Inc.'s plan of reorganization
immaterially modified as of July 30, 2020, has been declared
effective.
The Plan was confirmed pursuant to the Confirmation Order dated
August 6, 2020. On September 2, the Debtor declared the Plan
effective.
In his findings of facts and conclusions of law in support of the
confirmation order, Bankruptcy Judge Jerry A. Brown said Article
III of the Plan designated the following eight Classes of Claims
and Equity Interests: Class 1 (Bluehenge Secured Claims); Class 3
(MRB Secured Claim -- Term Loan); Class 4 (Community Bank Secured
Claim); Class 5 (Convenience Class -- $50,000.00); Class 6 (Trade
Claims); Class 7 (Unsecured Claims); Class 8 (Avis Bourg
Subordinated Claim); and Class 9 (Equity Interests). Each of the
Claims or Equity Interests, as the case may be, in each particular
Class is substantially similar to the other Claims or Equity
Interests in such Class and such classifications were otherwise
acceptable to each voting Class. Valid business, legal, and factual
reasons exist for separately classifying the various Claims and
Equity Interests pursuant to the Plan and such claims are of a
different rank, status, or character, as the case may be, and the
creation of such Classes does not unfairly discriminate between
holders of Claims and Equity Interests. The Plan therefore
satisfies Bankruptcy Code sections 1122 and 1123(a)(1).
The Plan provides for the same treatment for each Claim or Equity
Interest in each respective Class unless the Holder of a particular
Claim or Equity Interest has agreed or agrees to a less favorable
treatment on account of such Claim or Equity Interest. The Plan,
therefore, satisfies Bankruptcy Code section 1123(a)(4).
In accordance with Bankruptcy Code section 1123(b)(3)(A) and
Bankruptcy Rule 9019 and in consideration for the distributions and
other benefits provided under the Plan and with the support of the
Debtor and all major parties in interest, the settlements and the
provisions of the Plan constitute a good-faith compromise of all
Claims, Equity Interests, and controversies relating to the
contractual, legal, and subordination rights that all Holders of
Claims or Equity Interests may have with respect to any Allowed
Claim or Equity Interest or any distribution to be made on account
of such Allowed Claim or Equity Interest. Such compromise and
settlement are fair, equitable, and reasonable and in the best
interests of the Debtor and its Estate.
In addition, Judge Brown held that the Debtor has proposed the Plan
(including all documents necessary to effectuate the Plan) in good
faith and not by any means forbidden by law, thereby complying with
Bankruptcy Code section 1129(a)(3). The Debtor's good faith is
evident from the record of the Chapter 11 Case, including the
Affidavits and the record of the hearing to approve the Disclosure
Statement and Confirmation Hearing, and other proceedings held in
the Chapter 11 Case. The Plan is based upon extensive, arm's-length
negotiations between and among the Debtor, Bluehenge, Caterpillar,
MRB, the Office of the United States Trustee, and other parties in
interest, each of which participated in good faith, and represents
the culmination of months of intensive negotiations and discussions
among all parties in interest. Moreover, the Plan is proposed with
the legitimate and honest purpose of maximizing the value of the
Debtor's Estate and effectuating a successful reorganization of the
Debtor. Further, the release and injunction provisions of the Plan
have been negotiated in good faith and at arm's-length with, among
other persons, representatives of the Debtor, Bluehenge,
Caterpillar, MRB, and the Office of the United States Trustee and
their respective advisors, are consistent with Bankruptcy Code
sections 105, 362, 1122, 1123(b)(3)(A), 1123(b)(6), 1129, and 1142,
and are each necessary and appropriate to the successful
reorganization of the Debtor's Estate. Accordingly, the Plan and
the related documents have been filed in good faith and the Debtor
has satisfied its obligations under Bankruptcy Code section
1129(a)(3).
As reported by the Troubled Company Reporter, the Debtor's Plan
provides that Class 6 Trade Claims Unsecured Claims arising from
Ordinary Course of Business in excess of $50,000 are impaired. The
trade claimants, owed $265,707, will recover approximately 100% of
their allowed claims. Reorganized Debtor will pay 100% of the
principal amount, without interest, of the Allowed Class 6 Claims
in 8 equal quarterly installments.
Class 7 Unsecured Claims which are not otherwise Classified assert
claims totaling $40,284,240. These creditors may recover
approximately [.0025]%. Holders shall be entitled to receive a pro
rata share of the Class 7 Fund.
A full-text copy of the Court's Findings of Fact and Conclusions of
Law in Support of Order Confirming Debtor's Plan of Reorganization
is available at https://bit.ly/2YwdHvz from Leagle.com.
About Offshore Marine Contractors
Offshore Marine Contractors -- http://offshoremarine.net/-- is a
family-owned and operated company that provides offshore,
self-propelled and self-elevating liftboats for the petroleum
exploration and transportation industries.
Offshore Marine Contractors sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. La. Case No. 19-13253) on Dec. 4,
2019. In the petition signed by its president, Raimy Eymard, the
Debtor disclosed $32,345,576 in assets and $69,280,946 in debt.
Judge Meredith S. Grabill oversees the case.
The Debtor tapped Stewart Robbins & Brown, LLC as legal counsel;
Bohman Morse, LLC as special maritime counsel; Baldwin Haspel Burke
& Mayer, LLC as special tax counsel; Pepperman, Emboulas, Schwartz,
& Todaro, LLC as accountant; and Stout Risius Ross, LLC as
financial advisor.
OLIYAN TACOS: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Oliyan Tacos LLC filed a Chapter 11 Subchapter V voluntary petition
(Bankr. E.D. Tex. Case No. 20-41942) on Sept. 14, 2020.
According to the Dallas Business Journal, the debtor listed an
address of 2960 Eldorado Pkwy. #5, McKinney, and is represented in
court by attorney Robert T. DeMarco. Oliyan Tacos listed assets
ranging from $50,001 to $100,000 and debts ranging from $500,001 to
$1,000,000. The filing did not identify a largest creditor.
Oliyan Tacos LLC, d/b/a as Taco Crush, is a counter-serve Mexican
joint offering classic eats with beer & margaritas in casual digs.
OWENS & MINOR: Moody's Hikes CFR to B2 & Alters Outlook to Pos.
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Owens & Minor,
Inc., including its Corporate Family Rating (CFR) to B2 from B3 and
its Probability of Default Rating (PDR) to B2-PD from B3-PD.
Moody's also upgraded the rating on the senior secured credit
facilities and notes to B2 from B3. Moody's upgraded the
Speculative Grade Liquidity Rating to SGL-2 from SGL-3, signifying
good liquidity. The rating agency also changed the outlook to
positive from stable.
The upgrade of the CFR reflects a material reduction in Owens &
Minor's leverage to 5.7x (vs. 6.3x LTM 6/20) following the recent
equity issuance and expectation that the company will apply the net
proceeds of at least $140 million to repay debt. The upgrade is
also supported by the ongoing improvement in Owens & Minor's
operating performance due to strong demand for the company's
manufacturing business, which produces personal protective
equipment (PPE) used to prevent the transmission of coronavirus.
The profit margins of this business are higher than those in the
distribution business, which is slowly improving.
The change in outlook to positive reflects the company's strong
earnings outlook. The company recently boosted its outlook for
2020, implying significant earnings growth in the second half of
2020. This earnings growth, along with scheduled debt maturities
will result in meaningful deleveraging over the next 12-18 months,
assuming solid business execution. Moody's expects that adjusted
debt/EBITDA will improve to the 4.0x to 4.5x range over the next 12
to 18 months.
The upgrade of the Speculative Grade Liquidity Rating to SGL-2
reflects the improved free cash flow outlook due to earnings
growth, and improved covenant cushion due to debt repayment.
Further, the liquidity outlook is bolstered by the reduction in
term loan amortization that the company will be required to pay
following pre-payment of the debt with proceeds of the recent
equity issuance.
Rating actions:
Issuer: Owens & Minor, Inc.
Corporate Family Rating, upgraded to B2 from B3
Probability of Default Rating, upgraded to B2-PD from B3-PD
Senior secured notes due 2021, upgraded to B2 (LGD3) from B3
(LGD3)
Gtd. senior secured notes due 2024, upgraded to B2 (LGD3) from B3
(LGD3)
Speculative Grade Liquidity rating, upgraded to SGL-2 from SGL-3
Outlook action:
Owens & Minor, Inc.
The outlook was changed to positive from stable
Issuer: Owens & Minor Medical, Inc.
Senior Secured Revolving credit facility expiring 2022, upgraded to
B2 (LGD3) from B3 (LGD3)
Senior Secured term loan A1 due 2022, upgraded to B2 (LGD3) from B3
(LGD3)
Gtd. Senior Secured Term Loan A2 due 2022, upgraded to B2 (LGD3)
from B3 (LGD3)
Gtd. Senior Secured Term Loan B due 2025, upgraded to B2 (LGD3)
from B3 (LGD3)
Outlook action:
Owens & Minor Medical, Inc.
The outlook was changed to positive from stable
RATINGS RATIONALE
Owens & Minor's B2 CFR is constrained by the company's high but
improving financial leverage, moderate scale in the highly
competitive medical distribution business and low margins overall
despite an increasing contribution from its profitable
manufacturing operations. The rating is also constrained by modest
operating cash flow relative to capital expenditures and mandatory
debt amortization, and debt maturities due in 2021 and 2022. With
evidence of a recent improvement in operating performance, Moody's
expects that adjusted debt to EBITDA will remain high but improve
to a range of 4.0x-4.5x over the next 12-18 months. With revenues
of $8.4 billion in the twelve months to June 30, 2020, Owens &
Minor competes against significantly larger companies, such as
Cardinal Health, Inc., which also has a more diversified product
offering. The ratings are supported by Moody's view that the
company will generate positive free cash flow and will use most of
its free cash flow to reduce debt.
The Speculative Grade Liquidity Rating of SGL-2 reflects the
company's good liquidity, including improving headroom under its
financial covenants, moderately positive free cash flow after
required debt amortization and access to external credit
facilities. At June 30, 2020, Owens & Minor had unrestricted cash
of $101 million and $79 million of restricted cash that must be
applied toward debt repayment. The company's $179 million notes
must be repaid by June 2021 in order to avoid the springing
maturity on the term loan. In July 2022, the term loan ($207
million currently outstanding) matures and the revolving credit
facility expires.
The positive outlook reflects Moody's expectation that financial
leverage will improve to between 4.0x and 4.5x over the next 12 to
18 months as the company further grows its manufacturing business,
stabilizes its core distribution business, and repays debt.
Owens & Minor has limited exposure to environmental risks. The
coronavirus pandemic, which Moody's considers as a social risk, has
materially affected Owens & Minor's performance by reducing demand
for surgical equipment as a result of a decline in hospital
procedures. However, this adverse impact has been partly mitigated
by a strong increase in demand for PPE that the company
manufactures and distributes. With respect to governance, Owens &
Minor has had several management changes within the last eighteen
months and therefore the current management team has a limited
track record at Owens & Minor. Under the prior management team, the
company pursued several leveraging acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company demonstrates organic
revenue growth and margin improvement, refinances its debt
maturities due in 2021 and 2022, and further reduces leverage.
Specifically, if adjusted debt/EBITDA is expected to be sustained
below 4 .5x, Moody's could upgrade the ratings.
The ratings could be downgraded if liquidity deteriorates from
current levels, if the company experiences further margin pressure,
or if cash flow weakens. Specifically, if adjusted debt/EBITDA is
sustained above 5.5x Moody's could downgrade the ratings.
Owens & Minor, headquartered in Mechanicsville, VA, is a nationwide
provider of distribution and logistics services to the healthcare
industry and a European provider of logistics services to
pharmaceutical, life-science, and medical-device manufacturers.
Owens & Minor also manufactures medical supplies. In the twelve
months to June 30, 2020, Owens & Minor had revenue of $8.4
billion.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
PD-VALMIERA GLASS: Disclosure Statement Hearing Set for Oct. 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia has
set a telephonic hearing for October 15, 2020, at 1:30 p.m. to
consider approval of the disclosure statement explaining P-D
Valmiera Glass USA Corp.'s Chapter 11 plan.
At the behest of P-D Valmiera Glass, Judge Paul W. Bonapfel
extended the period within which the Debtor has the exclusive right
to file a plan of reorganization through and including September
18, and to obtain acceptances of the plan through and including
December 4.
On September 10, the Debtor filed a Chapter 11 Plan of Liquidation
and Disclosure Statement.
The Debtor entered into an asset purchase agreement dated March 2,
2020 with Saint-Gobain Adfors America, Inc. for the purchase and
sale of substantially all of the Debtor's assets. On April 27,
2020, the Court entered an Order Approving Asset Purchase Agreement
And Authorizing the Sale of the Debtor's Assets Outside the
Ordinary Course of Business. The transaction authorized by the Sale
Order was closed effective as of 12:01 a.m. on June 2, 2020.
Pursuant to the terms of the Sale Order, the Debtor exercised the
purchase option under the Lease with the Authority and paid the
Authority $1.1 million of the sale proceeds in connection
therewith. The remaining sale proceeds in the amount of
$17,284,026.52 are being held by Truist Bank, as escrow agent.
In seeking an extension, the Debtor said it has worked diligently
with the Official Committee of Unsecured Creditors and SEB Banka on
the terms of a proposed Chapter 11 plan and anticipated filing the
plan which both the Committee and the Bank support in the near
future. With the extension, the Debtor said it would have time to
review and incorporate any remaining comments from the Committee
and file the same with the Court.
Under the Plan, Class 4 consists of all Allowed Claims in favor of
the WARN Act Settlement Class, except for the WARN GUC Claim which
shall be part of Class 5. The Liquidating Trustee shall pay any
WARN Net Recovery to the WARN Act Settlement Administrator in
accordance with the WARN Act Class Settlement. The WARN Act
Settlement Administrator shall make further distribution and
payment of said funds in accordance with the WARN Act Class
Settlement.
According to the Plan, Holders of Allowed Class 5 Unsecured Claims
shall receive one or more pro rata distributions of the Liquidation
Proceeds less the Retained Proceeds. The WARN Act Settlement
Administrator shall make further distributions and payment of any
funds received on account of the WARN GUC Claim in accordance with
the WARN Act Class Settlement. This Class has an estimated amount
of $23 million to $34 million, with 4.2% to 6.1% estimated
recovery.
Holders of Allowed Equity Interests in Class 7 shall retain their
Equity Interests in the Post-Effective Date Debtor and shall
receive no distributions of Cash or other Property under the Plan
or from the Liquidating Trust on account of such Equity Interests.
The Liquidating Trust shall be governed by the Liquidating Trust
Agreement, the Plan and the Confirmation Order. The primary purpose
of the Liquidating Trust will be to collect and distribute proceeds
to its Beneficiaries as well as to prosecute any Causes of Action,
including Avoidance Actions, which are not expressly released or
waived under the Plan. The initial Liquidating Trustee shall be
Advisory Trust Group, LLC.
A full-text copy of the Disclosure Statement dated September 10,
2020, is available at https://tinyurl.com/y4gbp2vf from
PacerMonitor.com at no charge.
Counsel for the Debtor:
J. Robert Williamson, Esq.
Ashley Reynolds Ray, Esq.
SCROGGINS & WILLIAMSON, P.C.
One Riverside
4401 Northside Parkway, Suite 450
Atlanta, GA 30327
Tel: (404) 893-3880
About P-D Valmiera Glass USA Corp.
P-D Valmiera Glass USA Corp. -- https://www.valmiera-glass.com/ --
manufactures fiberglass and fiberglass products. P-D Valmiera Glass
USA sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 19-59440) on June 17, 2019.
At the time of the filing, the Debtor was estimated to have assets
of between $100 million and $500 million and liabilities of the
same range. The case is assigned to Judge Paul W. Bonapfel. The
Debtor is represented by Scroggins & Williamson, P.C. SC&H Capital
acted as the Debtor's exclusive investment banker.
The U.S. Trustee for Region 21 appointed creditors to serve on the
Official Committee of unsecured creditors on July 8, 2019. The
committee hired Kilpatrick Townsend & Stockton LLP as its legal
counsel and Dundon Advisers LLC as its financial advisor.
Troutman Sanders LLP is counsel to SEB Banka.
On April 27, 2020, the Court entered an Order approving a sale of
substantially all assets of the estate to Saint-Gobain Adfors
America, Inc. and the transaction closed on June 2.
PENINSULA PACIFIC: Moody's Rates $450MM Sr. Unsec. Notes 'Caa1'
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Peninsula
Pacific Entertainment LLC's ("PPE") proposed $450 million 7-year
senior unsecured notes. Moody's also affirmed PPE's Caa1 Corporate
Family Rating and Caa1-PD Probability of Default Rating. The rating
outlook remains negative.
Proceeds from the proposed offering will be used to repay the
company's existing credit facility in full -- approximately $279
million is currently outstanding between the facilities -- and
acquire the 50% equity ownership of Sioux City Iowa casino (Hard
Rock Sioux City) that PPE does not already own. The portion already
owned by PPE is outside of the company's restricted group borrowing
structure and will be contributed as equity to the restricted
group. PPE also plans to enter a new $75 million senior secured
five-year revolver (not rated). The B1 rating on PPE's existing $20
million revolver due 2023 along with the Caa1 rating on its
outstanding term loan are not affected and will be withdrawn once
the transaction closes.
"Despite the direct benefits related to the acquisition of Hard
Rock Sioux City, including geographic diversification and extension
of PPE's debt maturity profile, Moody's affirmed the ratings and
maintained the negative outlook because the overriding credit
concern for the company and other regional gaming issuers is that
the coronavirus pandemic continues with no indication of when it
will pass, and as a result, PPE's casinos are still vulnerable to
future closings and capacity restrictions that create significant
earnings uncertainty," stated Keith Foley, a Senior Vice President
at Moody's.
"And while reopened casinos are also seeing some near-term earnings
and margin benefit from limited competition from other
entertainment choices that are more restricted due to the
coronavirus, competition for consumer discretionary spending from
these alternate and popular entertainment choices, including movie
theaters and restaurants, will eventually return once they increase
volume and open," added Foley.
PPE and other regional casino issuers also remain vulnerable to a
challenging macroeconomic environment and the increased possibility
that gaming customers limit their spending to more essential goods
and services, leaving less for casino-type gaming, which is a
highly discretionary form of entertainment.
Separate from coronavirus concerns, Moody's has a favorable view of
PPE's acquisition of the Hard Rock Sioux City casino located in
downtown Sioux City, Iowa. The property is a stable performing
casino asset in normal economic times operating under the
well-known and popular Hard Rock brand name. The acquisition will
also provide PPE with some geographic diversification as the
company's existing gaming assets are all located in Virginia.
Separately, PPE's existing HHR facilities have performed well prior
to the coronavirus and in the months following the facilities
re-opening.
Pro forma for the proposed offering, debt/EBITDA is about 5.0x
assuming the continuation of an annual EBITDA run rate based on
recent results following the July 1 re-opening of PPE's restricted
group gaming assets. The company's debt/EBITDA for the latest
12-month period ended 30-June 2020 was over 10.0x, largely
reflecting the late March closure of gaming facilities mandated by
state and local jurisdictions throughout the U.S. related to the
coronavirus. The rating reflects that leverage will vary widely
within this range because of the uncertain economic conditions.
The refinancing of all PPE's existing debt will favorably extend
the company's debt maturity profile out several years as well as
provide an increased level revolver availability. The new $75
million revolver will be undrawn at closing and PPE will have $55
million of unrestricted cash at closing.
The Caa1 rating on the proposed senior unsecured notes is the same
level as the CFR since the notes represent the preponderance of
debt in the capital structure. Moody's took the following rating
actions on Peninsula Pacific Entertainment LLC:
Ratings Assigned:
$450 million 7-year senior unsecured notes, at Caa1 (LGD4)
Ratings Affirmed:
Corporate Family Rating, at Caa1
Probability of Default Rating, at Caa1-PD
The outlook remains negative.
RATINGS RATIONALE
PPE's Caa1 CFR reflects the earnings and cash flow pressure from
efforts to contain the coronavirus and the likelihood that a slow
recovery to pre-coronavirus volume will sustain elevated
debt-to-EBITDA leverage in a high single digit range over the next
year. Positive credit consideration is given to the fact that PPE's
Colonial Downs racetrack is the only racetrack qualified for HHR
(Historic Horse Racing) terminals and PPE holds the only HHR
license in the State of Virginia with exclusivity through 2028. HHR
terminals are an electronic slot machine-like game that is a form
of pari-mutuel legal horse racing wagering. In addition to the
continued operating uncertainty related to the coronavirus, key
credit concerns include the inherent risks related to the continued
ramp-up of a relatively new development project, along with the
relatively small size of the company in terms of pro forma revenue,
earnings, and limited geographic diversification.
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 gaming sector has been one of the sectors
most significantly affected by the shock given its sensitivity to
consumer demand and sentiment. More specifically, the weaknesses in
PPE's credit profile, including its exposure to travel disruptions
and discretionary consumer spending, have left it vulnerable to
shifts in market sentiment in these unprecedented operating
conditions and PPE remains vulnerable to the outbreak continuing to
spread.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. PPE's ratings reflect the impact on PPE of the breadth
and severity of the shock, and the broad deterioration in credit
quality it has triggered.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook reflects that PPE remains vulnerable to
unfavorable sudden shifts in discretionary consumer spending and
the uncertainty regarding the pace and sustainability at which
consumer spending at the company's properties will recover. Despite
earnings growth and margin improvement of over 1,000 basis points
at reopened properties due largely to headcount reductions,
consumer gaming demand remains below pre-coronavirus levels.
A higher rating can be achieved if the operating environment
improves along with revenue and earnings visibility, and PPE
demonstrates the ability and willingness to maintain debt/EBITDA
below 5.5x over the longer-term. Ratings could be downgraded if
earnings decline or liquidity deteriorates because of actions to
contain the spread of the coronavirus, or if consumer spending on
gaming activities weakens.
PPE owns and operates the Colonial Downs Racetrack in New Kent,
Virginia, as well as three satellite wagering facilities in
Richmond, Hampton, and Vinton. The company is owned by PGP
Investors, LLC (managing member is Brent Stevens), and was founded
to develop, own, and operate regional gaming opportunities. The
company will also own 100% of the Hard Rock Sioux City casino
located in downtown Sioux City, Iowa. The company is private and
does not disclose detailed financial information. Revenue pro forma
for the Sioux City acquisition is approximately $293 million.
The principal methodology used in these ratings was Gaming Industry
published in December 2017.
PEPI COMPANIES: Hires MACCO Restructuring as Financial Advisor
--------------------------------------------------------------
Pepi Companies LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ MACCO
Restructuring Group LLC as financial advisor.
The firm will render these services to the Debtors:
(a) Provide business and debt restructuring advice;
(b) Assist or prepare a weekly 13-week cash flow forecast and
related financial and business models that can be utilized by
management, the board of directors, and others to identify
potential opportunities to enhance Debtors' liquidity;
(c) Work with the Debtors and its team to further identify and
implement both short-term and long-term liquidity generating
initiatives;
(d) Assist in or directly implement cost containment
procedures;
(e) Cancel, commit to, or renegotiate any and all contracts,
whether existing or otherwise;
(f) Reorganization of assets as deemed appropriate;
(g) Negotiate with the Debtors' creditors, prospective
purchasers, equity holders, equity committees, Chapter 11
Subchapter V Trustee, and all other parties-in-interest;
(h) Evaluate and make recommendations and decisions in
connection with strategic alternatives to maximize the value of the
Debtors estates;
(i) Assist the Debtors with managing the due diligence
requests and other items that may be requested by its various
constituents as part of the restructuring process;
(j) Coordinate with the Debtors' advisors, employees and
management to ensure a cohesive strategy, approach and message
developed and delivered to the key constituents throughout the
restructuring process;
(k) Review inventory and other assets to determine its
salability and to provide monetization alternatives;
(l) Supplement Schedules and Statement of Financial Affairs,
if needed, and assist with preparation of the Monthly Operating
Reports and other similar standard Chapter 11 administrative,
financial and accounting reports required by the United States
Bankruptcy Court as well as aiding in such areas as testimony, and
assisting Debtors' counsel with finalizing of legal documentation
related to litigation, such as exhibits or other aspects of Loans,
as may be required;
(m) Provide expert testimony, as appropriate; and
(n) Provide other financial advisory services consistent with
MACCO's role as financial advisor and/or as requested by the Client
and agreed to by MACCO.
MACCO will carry out unique functions and will use reasonable
efforts to coordinate with the Debtors and other professionals
retained in this case to avoid the duplication of services.
The hourly rates for MACCO personnel are:
Managing Directors $525/hr. - $550/hr.
Directors $475/hr. - $525/hr.
Senior Financial Analysts $350/hr. - $475/hr.
Financial Analysts $175/hr. - $350/hr.
Administrative Staff $100/hr. - $200/hr.
Travel and Transit Time Lower of $225/hr. or Actual
Billing Rate
In addition to compensation for professional services, MACCO will
be reimbursed for reasonable expenses incurred in connection with
its retention.
MACCO received a retainer of $20,000 prior to commencement of
services. The firm may apply and fees and expenses incurred during
these cases against the retainer.
Drew McManigle, chief executive officer of MACCO, disclosed in
court filings that the firm and its professionals are
"disinterested persons" as that term is defined in section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Drew McManigle
MACCO Restructuring Group LLC
700 Milam St #1300,
Houston, TX 77002
Telephone: (410) 350-1839
Email: Drew@macco.group
About Pepi Companies
Pepi Companies, LLC and its debtor affiliates operate a national
catering companies serving businesses; education, healthcare, and
non-profits, and small groups. For more information, visit
https://www.alonti.com.
Pepi Companies and five affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Lead Case No. 20-60056) on Sept. 24, 2020. The
petitions were signed by Albert A. Pepi Jr., president. Judge
Christopher M. Lopez oversees the cases. The Debtors tapped Jones
Murray & Beatty LLP as general counsel and MACCO Restructuring
Group LLC as financial advisor.
At the time of the filing, the Debtors' estimated assets and
liabilities as of July 31, 2020 are as follows:
Debtors Assets Liabilities
------- --------------------
----------------------
Pepi Companies $2,321,560 $389,008
Pepi Corporation $9,442,828 $7,455,624
Alonti Corporation $1-mil. to $10-mil. $1-mil. to
$10-mil.
Pepi Company of California $2,098,743 $7,321,061
Pepi Company of Illinois $485,613 $202,308
PEPI COMPANIES: Seeks to Tap Jones Murray as Legal Counsel
----------------------------------------------------------
Pepi Companies LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ Jones
Murray & Beatty LLP as legal counsel.
The firm will render these legal services to the Debtors:
(a) advise and represent Debtor throughout the bankruptcy
process;
(b) represent Debtor in negotiations and discussions with
third parties;
(c) represent Debtor at meetings, hearings and conferences;
(d) prepare pleadings;
(e) take all actions to preserve the value of the estate and
its assets for the benefit of creditors;
(f) facilitate the plan confirmation process; and
(g) perform all other acts and services necessary to assist
the Debtors in their Chapter 11 cases.
The firm's hourly billing rates are as follows:
Christopher R. Murray, Partner $550/hour
Erin E. Jones, Partner $550/hour
J. Maxwell Beatty, Partner $550/hour
O. Russel Murray, Of Counsel $450/hour
Jacqueline Q. Pham, Associate $375/hour
Nancy Santana, Paralegal $150/hour
The firm will also seek reimbursement for work-related expenses
incurred.
Jones Murray holds a retainer balance of $9,584.44.
Christopher Murray, Esq., a partner at Jones Murray, disclosed in
court filings that the firm and its partners are "disinterested
persons" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Christopher Murray, Esq.
Jacqueline Q. Pham, Esq.
Jones Murray & Beatty LLP
4119 Montrose Blvd., Suite 230
Houston, TX 77006
Telephone: (832) 529-1999
Facsimile: (832) 529-3393
Email: chris@jmbllp.com
jackie@jmbllp.com
About Pepi Companies
Pepi Companies, LLC and its debtor affiliates operate a national
catering companies serving businesses; education, healthcare, and
non-profits, and small groups. For more information, visit
https://www.alonti.com.
Pepi Companies and five affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Lead Case No. 20-60056) on Sept. 24, 2020. The
petitions were signed by Albert A. Pepi Jr., president. Judge
Christopher M. Lopez oversees the cases. The Debtors tapped Jones
Murray & Beatty LLP as general counsel and MACCO Restructuring
Group LLC as financial advisor.
At the time of the filing, the Debtors' estimated assets and
liabilities as of July 31, 2020 are as follows:
Debtors Assets Liabilities
------- --------------------
----------------------
Pepi Companies $2,321,560 $389,008
Pepi Corporation $9,442,828 $7,455,624
Alonti Corporation $1-mil. to $10-mil. $1-mil. to
$10-mil.
Pepi Company of California $2,098,743 $7,321,061
Pepi Company of Illinois $485,613 $202,308
PHILADELPHIA SCHOOL: Seeks to Hire Danek Law Firm as Counsel
------------------------------------------------------------
Philadelphia School of Massage and Bodywork, Inc. seeks approval
from the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania to employ Danek Law Firm, LLC as its legal counsel.
The firm will render these legal services to the Debtor:
(a) give Debtor legal advice with respect to its powers and
duties;
(b) prepare legal papers;
(c) represent Debtor in defense of any proceedings instituted
to reclaim property or to obtain relief from the automatic stay
under Section 362(a) of the Bankruptcy Code;
(d) assist Debtor in the preparation of schedules, statements
of financial affairs, and any amendments thereto, which it may be
required to file in its Chapter 11 case;
(e) assist Debtor in the preparation of a plan of
reorganization and disclosure statement;
(f) assist Debtor with any potential sales of its assets; and
(g) perform all other legal services for Debtor.
The firm's services will be provided mainly by Mark Danek, Esq.,
who will be paid at the rate of $300 per hour. The firm will
charge $125 per hour for paralegal services.
Danek Law Firm received $2,500 as partial compensation for its
services and as reimbursement for work-related expenses incurred.
Mr. Danek disclosed in court filings that he and the firm are
"disinterested persons" as that term is defined in section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Mark S. Danek, Esq.
Danek Law Firm, LLC
350 Sentry Parkway East
Building 630, Suite 110-A
Blue Bell, PA 19422
Telephone: (484) 344-5429
Facsimile: (484) 766-8970
Email: hello@daneklawfirm.info
About Philadelphia School of Massage and Bodywork
Philadelphia School of Massage and Bodywork, Inc. filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Pa. Case no. 20-13642) on September 10, 2020.
Judge Eric L. Frank oversees the case. Danek Law Firm, LLC serves
as the Debtor's counsel.
PON GROUP: Court Approves Disclosure Statement
----------------------------------------------
Judge A. Benjamin Goldgar has ordered that the Disclosure Statement
of debtor Pon Group, LLC, is approved, and the Debtor's Plan is
confirmed.
As reported in the Troubled Company Reporter, Pon Group, LLC,
submitted a Plan and a Disclosure Statement. Class 9 General
Unsecured Claims totaling $295,000 are unimpaired.
and may recover 100%.
A full-text copy of the Disclosure Statement dated July 6, 2020, is
available at https://tinyurl.com/ybupqncy from PacerMonitor.com at
no charge.
Attorney for the Debtor:
Paul M. Bauch
Carolina Y. Sales
LAKELAW
53 W. Jackson Blvd., Suite 1115
Chicago, IL 60604
Tel: (312) 588-5000
Fax: (312) 427-5709
pbauch@lakelaw.com
About Pon Group
Pon Group, LLC, is a lessor of real estate based in Bensenville,
Illinois. Pon Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-22505) on Aug. 9,
2018. In the petition signed by Ketty Pon, member and manager, the
Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million. Judge Benjamin A.
Goldgar oversees the case. BAUCH & MICHAELS, LLC, is the Debtor's
counsel.
QUALITY WELDING: Wants Plan Exclusivity Extended Thru November 8
----------------------------------------------------------------
Quality Welding & Fabrication, Inc., requests the U.S. Bankruptcy
Court for the Southern District of Mississippi to extend the
exclusive period during which the Debtor may file a Chapter 11 plan
by 60 days, to and including November 8, 2020.
The Covid-19 pandemic created a need for an extension due to
circumstances for which the Debtor should not be held accountable.
The Debtor says it is unable to finalize its proposed Plan within
the initial time period provided by the Bankruptcy Code. This
requested extension is within 90 days of the filing of the
Petition.
"We are not seeking this extension for purposes of delay, but
rather to allow us an opportunity to fully formulate and file our
proposed Plan and will not result in any undue prejudice to any
creditor or other party-in-interest," the Debtor adds.
Absent an extension, the statutory exclusivity period was slated to
expire on September 9, 2020. Also, the Proof of Claims will have
been filed by the government and non-government entities before
this extension expires, the Debtor says.
About Quality Welding & Fabrication
Based in Columbia, Mississippi, Quality Welding & Fabrication, Inc.
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Miss. Case no. 20-50970) on June 11, 2020, listing $1 million
to $10 million in both assets and liabilities.
Robert Alan Byrd, Esq., at Byrd & Wiser represents the Debtor as
counsel. Massey Higginbotham & Vise, P.A. was hired as its
special counsel.
QUARTER HOMES: Seeks to Hire Maria Todd, A&M as Real Estate Broker
------------------------------------------------------------------
Quarter Homes, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Arizona to employ Maria Todd of A&M Management
of Arizona as real estate broker.
The Debtor needs the assistance of a real estate broker to market
and sell its property which consists of three single-family
residences as set forth below:
(a) 7004 W. Shumway Farm Road, Laveen, Ariz.; List price:
$275,000
(b) 43186 W. Estrada, Maricopa, Ariz.; List price: $320,000
(c) 28779 N. Spur Drive, San Tan Valley, Ariz.; List Price:
$250,000
A&M will receive a 6 percent commission on the purchase price. If
there is a buyer's broker, 3 percent of the commission will go to
the firm while 3 percent will be paid to the buyer's broker. In
addition, A&M will receive any expenses that it advances in
connection with the marketing and sale of the property.
Maria Todd, a broker at A&M, disclosed in court filings that the
firm is a "disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code.
The broker can be reached at:
Maria Todd
A&M Management of Arizona
50150 W. Mayer Blvd.
Maricopa, AZ 85139
Telephone: (602) 376-0480
Facsimile: (480) 522-3558
Email: Maria@AandMManagement.com
About Quarter Homes
Quarter Homes LLC owns commercial real estate, undeveloped land and
residential properties in Arizona.
On June 11, 2020, Quarter Homes filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
20-07065). The petition was signed by Quarter Homes president David
Turcotte. At the time of the filing, the Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range.
Judge Daniel P. Collins oversees the case.
The Debtor tapped Osborn Maledon, P.A. as legal counsel, Mark
Harnden, CPA, as tax accountant, and A&M Management of Arizona as
real estate broker.
QUEST PATENT: Inks Standstill Agreement with Intelligent Partners
-----------------------------------------------------------------
Pursuant to a securities purchase agreement dated Oct. 22, 2015
between Quest Patent Research Corporation, certain of its
subsidiaries and United Wireless Holdings, Inc., the Company issued
its 10% secured convertible promissory notes due Sept. 30, 2020 to
United Wireless.
The notes are currently held by Intelligent Partners, LLC, as
transferee of United Wireless. Intelligent Partners is an
affiliate of United Wireless. At Sept. 30, 2020, promissory notes
in the aggregate principal amount of $4,672,810 were outstanding
and, at Sept. 30, 2020, accrued interest on the notes was $117,780.
The notes became due by their terms on Sept. 30, 2020, and the
Company did not make any payment on account of principal of and
interest on the notes.
On Oct. 1, 2020, the Company entered into a standstill agreement
with Intelligent Partners pursuant to which:
* Intelligent Partners agreed that, provided that the Company
pays Intelligent Partners $117,780 of accrued interest on
the note by Oct. 2, 2020, for a period commencing on Oct. 1,
2020 until the earlier of (i) Oct. 22, 2020 or (ii) the
date of any action by any person (other than Intelligent
Partners and its affiliates) relating to the assertion of a
breach or default by the Company or any of its subsidiaries
under any agreement to which the Company or any of its
subsidiaries is a party, Intelligent Partners and any person
acting on behalf of Intelligent Partners will forebear from
taking any action to enforce any of the rights they have or
may have under the Agreements between the Company and
Intelligent Partners or under applicable law or otherwise in
respect of or arising out of the failure by the Company to
pay the principal on the notes on the maturity date thereof
or as a result of any defaults or alleged defaults by the
Company or any subsidiary of the Company under any of the
agreement between the Company and Intelligent Partners or
under any applicable law or otherwise.
* During the Standstill Period, the Company and Intelligent
Partners will seek to negotiate a mutually agreeable
restructure agreement which provides for restructure of the
Company's obligations under the notes and a modification of
its obligations under the Company's Agreements with
Intelligent Partners.
On Oct. 1, 2020, the Company made the $117,780 payment to
Intelligent Partners. The Company intends to negotiate in good
faith with respect to a restructuring of its obligations to
Intelligent Partners. However, the Company cannot give any
assurance that it will be successful in negotiating a restructure.
In the event the Company is not able to negotiate a restructure, it
may not be able to continue in business and may be necessary for
the Company to seek protection under the Bankruptcy Act.
About Quest Patent
Quest Patent Research Corporation -- http://www.qprc.com/-- is an
intellectual property asset management company. The Company's
principal operations include the development, acquisition,
licensing and enforcement of intellectual property rights that are
either owned or controlled by the Company or one of its wholly
owned subsidiaries. The Company currently owns, controls or
manages eleven intellectual property portfolios, which principally
consist of patent rights.
Quest Patent reported a net loss attributable to the Company of
$1.31 million for the year ended Dec. 31, 2019, compared to a net
loss attributable to the company of $2.11 million for the year
ended Dec. 31, 2018. As of June 30, 2020, the Company had $3.35
million in total assets, $10.26 million in total liabilities, and a
total stockholders' deficit of $6.90 million.
MaloneBailey, LLP, in Houston, Texas, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
March 27, 2020 citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
RAYS AMERICAN KARATE: Files Voluntary Chapter 7 Bankruptcy Petition
-------------------------------------------------------------------
Rays American Karate & Self Defense LLC filed for voluntary Chapter
7 bankruptcy protection Sept. 17, 2020 (Bankr. N.D. Tex. Case No.
20-32397).
According to the Dallas Business Journal, represented in court by
attorney Nicholas C. Inman, the debtor listed an address of 11255
Garland Rd. #900, Dallas. Ray's American Karate & Self Defense LLC
listed assets up to $380 and debts up to $226,952. The filing's
largest creditor was listed as Whiterock Improvements LP with an
outstanding claim of $214,200.
Ray's American Karate & Self Defense LLC is a martial arts school
located in Dallas, Texas that offers karate and other self defense
techniques.
RENAISSANCE HEALTH: Court Confirms Plan and Approves Disclosures
----------------------------------------------------------------
Judge Mindy A. Mora has ordered that the Plan of Renaissance Health
Publishing, LLC d/b/a Renown Health Products is confirmed, as
modified by the Supplement, pursuant to 11 U.S.C. Sec. 1129.
The judge also approved the Disclosure Statement on a final basis.
The Plan treats claims as follows:
* Class 1 - Allowed Secured Claim of EIN. As to the Class 1
secured claim of EIN, EIN shall be paid $25,000 by Golden
Developing Solutions, Inc., at the closing of the sale of the
Debtor's assets. In addition, Golden will pay EIN $5,000 per month
for 24 months in full settlement of EIN's claims.
* Class 2 - Claim of the FTC. As to the Class 2 FTC claim, the
remaining $25,000 owed to the FTC will be paid by Golden at
Closing. The remaining claim of the FTC shall be in the form of a
suspended judgment (the "Suspended Judgment"), with such judgment
not dischargeable in this bankruptcy case, and with such judgment
suspended unless and until the Debtor or Mr. DiGeorgia violate the
terms of the FTC's injunctive provisions. The payment of the
Settlement Amount, and the existence and possible reinstatement of
the Suspended Judgment, will constitute full satisfaction of any
amount owed by Renaissance and Mr. DiGeorgia to the FTC as to the
current investigation of violations of the FTC Act.
* Class 3 – Allowed General Unsecured Claims. Class 3 General
Unsecured Claims shall share in a pro rata distribution of $17,000
in full settlement of Class 3 claims, with said amount to be paid
by Golden at the Closing. These payments shall be in full
satisfaction, settlement, release, and extinguishment of their
respective Allowed Claims.
About Renaissance Health Publishing
Renaissance Health Publishing, LLC, doing business as Renown Health
Products, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla.
Case No. 19-13729) on March 22, 2019, disclosing under $1 million
in both assets and liabilities. The Debtor tapped Aaron A.
Wernick, Esq., at Furr Cohen, P.A., as bankruptcy counsel, and
Schneider Rothman IP Law Group, as special counsel.
ROBERT J. AMBRUSTER: Seeks Approval to Hire Bankruptcy Attorney
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Robert J. Ambruster, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Missouri to employ Angela
Redden-Jansen, Esq., an attorney practicing in Missouri, to handle
its Chapter 11 case.
Ms. Redden-Jansen will render these professional services to the
Debtor:
(a) Analysis of the Debtor's financial condition and rendering
advice in determining whether to file a petition in bankruptcy;
(b) Preparation and filing of any petition, schedules,
statement of financial affairs, plan, disclosure statement and all
other papers which may be necessary or appropriate in the
bankruptcy proceeding;
(c) Representation of the Debtor at the meeting of creditors,
the hearing and any adjourned hearings thereof;
(d) Representation of the Debtor in adversary proceedings and
other contested bankruptcy matters; and
(e) Federal and state court lawsuits and administrative
proceedings related or ancillary to the bankruptcy proceeding.
Ms. Redden-Jansen's standard hourly rate is $325 per hour, while
the rate of paralegals ranges from $140 to $245 per hour. In
addition to the standard hourly rates to be charged, the Debtor
will pay all actual expenses incurred by the firm.
The firm received a retainer of $15,000, of which $5,107.50 was
paid at the time of the filing of the Chapter 11 petition.
Ms. Redden-Jansen, Esq., does not represent interest adverse to the
Debtor in the matters upon which she is to be engaged as attorney
for the Debtor.
The attorney can be reached at:
Angela Redden-Jansen, Esq.
3350 Greenwood Blvd
Maplewood, MO 63143-4221
Telephone: (314) 645-5900
About Robert J. Ambruster Inc.
Based in Saint Louis, Mo., Robert J. Ambruster, Inc. operates as
funeral home and has been in the funeral business for more than 100
years.
Robert J. Ambruster sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mo. Case No. 20-44289) on Sept. 3,
2020. At the time of the filing, the Debtor had estimated assets of
up to $50,000 and liabilities of between $100,001 to $500,000.
Judge Bonnie L. Clair oversees the case. Angela Redden-Jansen is
Debtor's legal counsel.
SCHLETTER INC: Gets OK to Hire Tucker Ellis as Special Counsel
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Schletter Inc. received approval from the U.S. Bankruptcy Court for
the Western District of North Carolina to hire Tucker Ellis LLP as
its special litigation counsel.
Tucker Ellis is in need of legal assistance to pursue its insurance
claims.
The firm will be paid on a contingency fee basis; it will get 35
percent of net recoveries from a pre-filing settlement, and 40
percent of net recoveries from a post-filing settlement. The
retainer fee is $10,000.
Thomas Fawkes, Esq., a partner at Tucker Ellis, disclosed in court
filings that his firm is a disinterested person within the meaning
of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Thomas R. Fawkes, Esq.
Tucker Ellis LLP
233 S. Wacker Dr., Suite 6950
Chicago, IL 60606
Tel: (312) 256-9425
Email: thomas.fawkes@tuckerellis.com
About Schletter Inc.
Schletter Inc. -- https://www.schletter.us/ -- is a Shelby,
N.C.-based manufacturer of photovoltaic mounting systems made of
aluminum and steel for utility-scale, commercial, and residential
PV applications. The Debtor is part of the Schletter Group that
manufactures mounting systems for roofs, facades and open areas
(solar farms) as well as solar carports. With production
facilities in Germany, the USA and China as well as an
international network of distribution and service companies, the
Schletter Group is active in all important international markets.
Schletter filed a Chapter 11 petition (Bankr. W.D.N.C. Case No.
18-40169) on April 24, 2018. In the petition signed by Russell
Schmit, president and chief executive officer, the Debtor estimated
$10 million to $50 million in both assets and liabilities.
The Hon. Craig J. Whitley presides over the case.
The Debtor has tapped Moore & Van Allen PLLC as its legal counsel
and Prime Clerk LLC as its claims and noticing agent.
On May 10, 2018, the court appointed an official committee of
unsecured creditors upon recommendation by the Bankruptcy
Administrator for the Western District of North Carolina. The
committee tapped Lowenstein Sandler LLP as its bankruptcy counsel
and JD Thompson Law as local counsel.
SEASONS CORPORATE: Unsecureds Will Get 5% in Committee-Backed Plan
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Seasons Corporate LLC, et al., and their Official Committee of
Unsecured Creditors submitted a Chapter 11 Plan and a Joint
Disclosure Statement.
Early on during the Chapter 11 cases, the Office of the United
States Trustee organized a five-member Committee consisting of
various concessionaires, trade vendors and Supersol. The Committee
was proactive, taking the lead on generating a competitive bid for
the Debtors' supermarket assets.
The Joint Proponents anticipate that various purported Secured
Claims (including large Secured Claims filed by Bank United and
Supersol) will be reclassified as General Unsecured Claims (Class
II), and that creditors holding General Unsecured Claims will
receive a distribution equal to approximately 5% of their allowed
claims.
Class II - General Unsecured Claims are impaired. Each holder of
an Allowed General Unsecured Claim shall receive, in full and
complete satisfaction, settlement and release of such holder's
Allowed General Unsecured Claim, a pro rata payment computed and
calculated from the remaining Distributable Cash (after payment of
Administrative Claims, Priority Claims, Class I Claims, and
creation of reserves) divided by the total amount of Allowed
General Unsecured Claims.
Class III - Equity Interests are impaired. Class III shall include
all Equity Interests in the Debtors which will receive no
distribution hereunder, and the Equity Interests shall be deemed
valueless.
The Disbursing Agent will be appointed for the purpose of receipt
and distribution of all the Distributable Cash.
A full-text copy of the Joint Disclosure Statement dated August 17,
2020, is available at https://tinyurl.com/y2cy942z from
PacerMonitor.com at no charge.
Counsel to the Debtors:
Nathan Schwed, Esq.
ZEICHNER ELLMAN & KRAUSE LLP
1211 Avenue of the Americas
New York, New York 10036
Telephone:(212) 223-0400
Facsimile: (212) 753-0396
Counsel to the Official Committee of Unsecured Creditors:
Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN, LLP
1501 Broadway, 22nd Floor
New York, New York 10036
Telephone: (212) 221-6944
Facsimile: (212) 221-6532
About Seasons Corporate LLC
Seasons Corporate, LLC, and its operating entities include Blue
Gold Equities LLC, Central Ave. Market, LLC, Amsterdam Ave. Market,
LLC, Wilmot Road Market, LLC, Seasons Express Inwood, LLC, Seasons
Lakewood, LLC, Seasons Maryland, LLC, Seasons Clifton, LLC, Seasons
Cleveland, LLC, Lawrence Supermarket, LLC, Upper West Side
Supermarket, LLC.
Blue Gold, launched in 2010, owns and operates nine retail kosher
food stores under the name of "Seasons" in New York, New Jersey,
Ohio and Maryland.
On Sept. 16, 2018, Blue Gold Equities LLC and 11 affiliates,
including Seasons Corporate, filed voluntary petitions seeking
relief under the provisions of Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 18-45280). Blue Gold disclosed
$31 million in total assets and $42 million in total liabilities.
The Hon. Nancy Hershey Lord is the case judge.
Zeichner Ellman & Krause LLP, led by Nathan Schwed, Peter Janovsky,
and Robert Guttmann, serve as the Debtors' counsel. Getzler
Henrich & Associates, LLC, is the restructuring advisor. Omni
Management Group, Inc., is the claims and noticing agent.
SEMILEDS CORP: Complies with Nasdaq Annual Meeting Requirement
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As previously disclosed in a Current Report on Form 8-K filed with
the Securities and Exchange Commission on Sept. 4, 2020, SemiLEDS
Corporation received a notification letter from The Nasdaq Stock
Market LLC notifying the Company that the Company had not held an
annual meeting of stockholders within twelve months of the end of
the Company's fiscal year ended Aug. 31, 2019, as required by
Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G).
On Sept. 30, 2020, the Company received a notice from Nasdaq dated
Sept. 29, 2020 acknowledging that the Company had held an annual
meeting of stockholders on Sept. 25, 2020, and accordingly, Nasdaq
has determined that the Company complies with the Listing Rules.
About SemiLEDs
Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs --
http://www.semileds.com/-- develops and manufactures LED chips and
LED components for general lighting applications, including street
lights and commercial, industrial, system and residential lighting,
along with specialty industrial applications such as ultraviolet
(UV) curing, medical/cosmetic, counterfeit detection, horticulture,
architectural lighting and entertainment lighting.
SemiLEDs reported a net loss of US$3.56 million for the year ended
Aug. 31, 2019, compared to a net loss of US$2.98 million for the
year ended Aug. 31, 2018. As of May 31, 2020, the Company had
$14.67 million in total assets, $12.04 million in total
liabilities, and $2.63 million in total equity.
KCCW Accountancy Corp, in Diamond Bar, California, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated Nov. 20, 2019, citing that the Company incurred
recurring losses from operations and has an accumulated deficit,
which factors raise substantial doubt about its ability to continue
as a going concern.
SPORTCO HOLDINGS: Amended Clawback Suit v Wellspring et al. Junked
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Bankruptcy Judge David R. Duncan dismissed the amended complaint
captioned Ronald J. Friedman, as the trustee for the SportCo
Creditors' Liquidation Trust, Plaintiff, v. Wellspring Capital
Management, LLC, Wellspring Capital Partners IV, L.P., WCM Genpar
IV, L.P., WCM Genpar IV GP, LLC, Alexander E. Carles, Bradley
Johnson, F. Hewitt Grant, Charles E. Walker, Jr., Todd Boehly,
Bernard Ziomek, and Andrew Kupchik, Defendants, Adversary
Proceeding No. 19-80071-DD (Bankr. D.S.C.) because the first,
second, and third causes of action set forth in the amended
complaint failed to state claims for which relief can be granted.
Defendants Wellspring Capital Management, LLC, Wellspring Capital
Partners IV, L.P., WCM Genpar IV, L.P., WCM Genpar IV GP, LLC filed
the motion to dismiss.
Ellett Brothers LLC, a South Carolina limited liability company,
was a sporting goods distributor. In 2008, Wellspring Capital,
through its fund Wellspring Capital Partners, acquired Ellett.
Wellspring Capital formed SportCo Holdings, Inc. to serve as a
holding company for United Sporting Company, Inc., Ellett's direct
parent; Ellett; and its subsidiaries. Ellett achieved high sales
and revenues and had significant operations until sometime in 2016,
when its profits began to decrease. In June 2019, SportCo and its
subsidiaries filed chapter 11 bankruptcy cases in the United States
Bankruptcy Court for the District of Delaware.
In 2012 -- the year that the amended complaint alleges Ellett
"achieved record sales and earned revenues of approximately $1.2
billion" -- Ellett and its operating subsidiaries as borrowers
entered into a Third Amended and Restated Loan and Security
Agreement and a Second Lien Loan and Security Agreement with
lenders including Prospect Capital Corporation. Under that loan,
Prospect and the other lenders loaned $280 million to the
Borrowers. Over $134 million of the loan proceeds were used to fund
distributions to Wellspring Capital Partners, WCM GenPar IV, L.P.,
WCM GenPar IV GP, LLC, F. Hewitt Grant, Charles E. Walker, Jr.,
Todd Boehly, Bernard Ziomek, and Andrew Kupchik (the "Transferee
Defendants"). On March 7, 2013, the Borrowers entered into a First
Amendment to the Loan Agreements, pursuant to which Prospect loaned
the Borrowers an additional $60 million. Ellett used $54,860,549.74
of the First Amendment loan proceeds to fund distributions to the
Transferee Defendants. A second amendment to the Loan Agreements
was executed on Sept. 30, 2014.
The Loan Agreements and the First and Second Amendments each
contain a choice of law provision, providing that New York law
applies.
In October 2017, Wellspring Capital was contemplating a purchase of
AcuSport, a competitor, by Ellett, for $14.8 million. In connection
with this contemplated purchase, Alexander Carles, a managing
partner of Wellspring Capital and an officer and director of
SportCo and its subsidiaries, and Bradley Johnson, the president
and chief executive officer of SportCo and its subsidiaries, sought
to convince Prospect to forbear from exercising any remedies in the
event of a payment default. Specifically, Mr. Carles and Mr.
Johnson represented to Prospect that a purchase of AcuSport would
result in: (1) the Debtors' capturing 20% to 30% of AcuSport sales;
(2) Acquisition of $14 million worth of AcuSport's inventory at a
significant discount; and (3) Realization of an immediate $7
million profit from the sale of the inventory acquired in the
purchase. From October 2017 to April 2018, Mr. Carles and Mr.
Johnson sent numerous emails to representatives of Prospect,
attempting to induce Prospect to agree to forego exercising its
rights in the event of a default. In April 2018, Prospect agreed to
defer two quarters of cash interest payments. It had previously
received notification, in early 2018, that the Borrowers would
default on their obligation under the Loan Agreements and the
Amendments in the second quarter of 2018. On December 31, 2018, the
Borrowers defaulted on their obligations under the Loan Agreements
and the Amendments.
Subsequently, Prospect commenced an action with multiple causes of
action in South Carolina state court, which was later removed to
the bankruptcy court on Sept. 6, 2019. Mr. Friedman was substituted
as the plaintiff on Jan. 10, 2020. Mr. Friedman filed an amended
complaint the same day. The amended complaint asserts three causes
of action: (1) avoidance and recovery of fraudulent transfers by
Ellett against the Transferee Defendants pursuant to 11 U.S.C.
sections 544 and 550 and S.C. Code sections 27-23-10; (2) avoidance
and recovery of fraudulent transfers by SportCo against the
Transferee Defendants pursuant to 11 U.S.C. sections 544 and 550
and S.C. Code section 27-23-10; and (3) negligent
misrepresentations against Wellspring Capital, Mr. Carles, and Mr.
Johnson.
The plaintiff's first and second causes of action both asserted
claims for fraudulent conveyances pursuant to section 544(b) and
S.C. Code section 27-23-10. It is notable that the first and second
causes of action are based only on South Carolina law; however,
because the parties disagreed as to whether South Carolina or New
York law should apply, the Court analyzed the first and second
causes of action under both.
The Court found that while New York law and South Carolina law have
slightly different tests for avoiding constructive fraudulent
conveyances, there exists a common thread which is not satisfied
here -- insolvency at the time of the transfer. The amended
complaint contained no allegations that either Ellett, with respect
to the first cause of action, or SportCo, with respect to the
second cause of action, was insolvent at the time of the
distributions or became, at the time of the transfers, insolvent as
a result of the transfers. In fact, the amended complaint states
that the distributions at issue were made in October 2012 and March
2013. The amended complaint further states that from October 2012
to October 2013, "Ellett achieved record sales and earned revenues
of approximately $1.2 billion." The amended complaint further
states, "As recently as 2015, Ellett was the fifth largest private
company in South Carolina and the largest distributor of firearms
in the United States, with annual revenues of $750 million, over
350 employees nationwide, and 175 employees in South Carolina." The
amended complaint does not allege that either Ellett or SportCo was
insolvent at the time of the transfer or became insolvent as a
result of the transfer. The plaintiff relied on the fact that
Ellett was unable to pay the debt owed to Prospect at the time that
it had to be paid in full; however, this is not the only relevant
point in time. New York law requires insolvency at the time of the
transfer, and South Carolina law requires insolvency both at the
time of the transfer, and at the time the creditor seeks to collect
the debt. The amended complaint fails to allege insolvency at the
time of the transfer, an essential element of a fraudulent
conveyance claim under either New York or South Carolina law, and
therefore fails to state a claim under section 544(b). The Court,
therefore, dismissed the first and second causes of action.
The third cause of action is also dismissed under either New York
or South Carolina law because the Debtors' statements regarding the
purchase of AcuSport -- which according to the plaintiff
constituted negligent misrepresentations -- were all statements
regarding potential outcomes of a potential business endeavor;
thus, they relate to future events and cannot form the basis of a
negligent misrepresentation claim. They were not statements of
presently existing fact. Wellspring Capital, Mr. Carles, and Mr.
Johnson were not insiders of AcuSport, and the amended complaint
does not allege that they had any special knowledge or information
about AcuSport that was not available to the public. The Court
said Prospect is a sophisticated party and, to the extent that it
wanted to confirm the predictions made by Mr. Carles and Mr.
Johnson were in fact accurate, it could have exercised due
diligence. The alleged statements simply do not constitute
actionable statements that can form the basis of a negligent
misrepresentation claim. Under either New York or South Carolina
law, the plaintiff's third cause of action for negligent
misrepresentation fails to state a claim for which relief can be
granted, the Court said.
A copy of the Court's Order is available at https://bit.ly/348SSIM
from Leagle.com.
About SportCo Holdings
United Sporting Companies, Inc., was founded in 1933 under the name
Ellett Brothers, Inc. before merging with Jerry's Sports, Inc., in
2009 and formally changing its name to United Sporting Companies,
Inc. on July 16, 2010. Headquartered in Chapin, S.C., the
companies are marketers and distributors of a broad line of
products and accessories for hunting and shooting sports, marine,
camping, archery, and other outdoor activities.
SportCo Holdings, Inc. and its affiliates, including United
Sporting Companies, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11299) on June 10,
2019. At the time of the filing, SportCo listed less than $50,000
and liabilities between $100 million and $500 million. SportCo, a
Delaware corporation, is a holding company with no business
operations.
The cases are assigned to Judge Laurie Selber Silverstein.
The Debtors tapped McDermott Will & Emery LLP as their bankruptcy
counsel; Polsinelli PC as local Delaware counsel; Winter Harbor
LLC
as restructuring advisor; BMC Group, Inc. as notice and claims
agent; and Wilson Kibler, Inc., as real estate broker.
Andrew Vara, acting U.S. trustee for Region 3, on June 17, 2019,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case. The Committee
retained
Lowenstein Sandler LLP, as counsel, and Morris James LLP, as
co-counsel.
STEIN MART INC: Cuts Workers in Headquarters in Three Phases
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Mark Beasch, writing for Jax Daily Record reports that bankrupt
Jacksonville-based retailer told city and state officials that
headquarters jobs will be cut starting Aug. 14, Sept. 14 and Oct.
14, 2020.
A day before it filed for Chapter 11 bankruptcy last week, Stein
Mart Inc. sent a notice to city and state officials saying it would
lay off 134 employees at its Jacksonville headquarters in three
phases.
The letter to Jacksonville Mayor Lenny Curry and the Florida
Department of Economic Opportunity under the Worker Adjustment and
Retraining Notification Act said the layoffs began Aug. 14, 2020 as
Stein Mart prepares to close its corporate headquarters at 1200
Riverplace Blvd.
The second and third phases of the layoffs are scheduled to begin
Sept. 14 and Oct. 14.
Stein Mart said it is closing its 281 stores in 30 states and
winding down its business. It filed for Chapter 11 in U.S.
Bankruptcy Court for the Middle District of Florida Jacksonville
Division on Aug. 12.
The WARN letter sent Aug. 11 said the company couldn't provide more
advance notice of the layoffs because of the impact of "substantial
community spread of COVID-19 in locales wherein Stein Mart operated
a significant portion of its retail stores."
It also said the company had been attempting to obtain additional
financing "and the publication of its financial faltering would
have adversely impacted its ability to sure the financing that it
needed."
About Stein Mart
Stein Mart, Inc. (NASDAQ: SMRT) -- http://www.SteinMart.com/-- is
a national specialty omni off-price retailer offering designer and
name-brand fashion apparel, home decor, accessories and shoes at
everyday discount prices. Stein Mart provides real value that
customers love every day. The company operates 281 stores across 30
states.
Stein Mart Inc. and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 20-02387 to
20-02389) on Aug. 12, 2020. As of May 2, 2020, the Debtors had
total assets of $757.6 million and total liabilities of $791.2
million.
Judge Jerry A. Funk oversees the cases.
The Debtors tapped Foley & Lardner LLP as their legal counsel,
Clear Thinking Group LLC as financial advisor, and Stretto as
claims and noticing agent.
SUMMIT VIEW: Status Conferen on Disclosures & Plan Reset to Oct. 14
-------------------------------------------------------------------
Judge Michael G. Williamson has ordered that the status conference
on the consolidated hearing on Final Approval of Amended Disclosure
Statement & Confirmation of Amended Plan of Summit View, LLC, as
well as all objections thereto are rescheduled to October 14, 2020
at 10:30 A.M.
About Summit View
Summit View, LLC, is a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B)).
It previously filed Chapter 11 petition (Bankr. M.D. Fla. Case No.
09-06495) on April 2, 2009.
Summit View again sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-10111) on Oct. 24,
2019. At the time of the filing, the Debtor was estimated to have
assets of between $1 million and $10 million and liabilities of the
same range. The Debtor tapped Alberto F. Gomez, Jr., Esq., at
Johnson, Pope, Bokor, Ruppel & Burns, LLP as bankruptcy counsel to
the Debtor. Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A., is special counsel.
TAILORED BRANDS: Files Debt-for-Equity Plan
-------------------------------------------
Tailored Brands, Inc., et al. submitted a Plan and a Disclosure
Statement.
The Debtors' efforts to garner support for their restructuring
process have borne fruit. The Debtors' proposed restructuring
pursuant to their restructuring support agreement (the
"Restructuring Support Agreement") and proposed Plan will
substantially deleverage the Debtors' balance sheet and allow the
Debtors to emerge from these cases as a stronger,
better-capitalized enterprise positioned for sustained success.
The RSA includes a provision of liquidity to fund the Debtors'
operations and the administration of these chapter 11 cases through
the entry into a new debtor-in-possession asset-based financing
facility (the "DIP ABL Facility") with a principal amount of $500
million, including a refinancing of all obligations under the ABL
Facility and a "roll-up" of the letters of credit issued
thereunder.
The material terms of the Plan are as follows:
* The reorganized Debtors or affiliates thereof shall enter into
the following exit facilities: (a) a new senior secured, first lien
term loan facility in the aggregate principal amount of between
$325 million and $425 million, which shall be on terms reasonably
acceptable to the Debtors and the Required Consenting Term Loan
Lenders (the "Exit Term Loan Facility"), and (b) a new asset based
exit financing facility with aggregate total commitments of $430
million, which shall be on terms reasonably acceptable to the
Debtors, the ABL Agent, and the Required Consenting Term Loan
Lenders (the "Exit ABL Facility");
* Holders of allowed claims under the DIP ABL Facility will :
(i) if those certain conversion conditions set forth in the DIP
Credit Agreement remain unsatisfied as of the Effective Date, be
Paid in Full on the Effective Date or (ii) if those certain
conversion conditions as set forth in the DIP Credit Agreement are
fully satisfied as of the Effective Date, receive its pro rata
share of and interest in the Exit ABL Facility;
* Holders of allowed claims under the Prepetition Term Loan
Credit Agreement will receive a pro rata share and interest in: (i)
the Exit Term Loan Facility, and (ii) 100% of the New Common Stock
to be issued by the Reorganized Debtors (subject to dilution by the
Management Incentive Plan);
* Holders of allowed claims on account of the Debtors' swap
agreements secured under the ABL Credit Agreement shall be Paid in
Full in Cash in the amount of the Allowed Swap Claim from the
proceeds of the DIP ABL Collateral and, solely to the extent that
there is a deficiency of DIP ABL Priority Collateral, shall the
proceeds of the Term Loan Collateral be made available;
* Holders of allowed Ongoing Trade Claims shall receive [____];
* Holders of allowed Other General Unsecured Claims shall
receive [____]; and
* Holders of allowed GUC Convenience Claims shall receive
[___].
A full-text copy of the Disclosure Statement dated August 17, 2020,
is available at https://tinyurl.com/y5v77lre from PacerMonitor.com
at no charge.
Proposed Co-Counsel to the Debtors:
Matthew D. Cavenaugh
Kristhy Peguero
Veronica A. Polnick
Victoria Argeroplos
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, Texas 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
kpeguero@jw.com
vpolnick@jw.com
vargeroplos@jw.com
Proposed Co-Counsel to the Debtors:
Joshua A. Sussberg, P.C.
Christopher Marcus, P.C.
Aparna Yenamandra
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
Email: joshua.sussberg@kirkland.com
cmarcus@kirkland.com
aparna.yenamandra@kirkland.com
- and -
James H.M. Sprayregen, P.C.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
E-mail: james.sprayregen@kirkland.com
About Tailored Brands
Tailored Brands, Inc., (NYSE: TLRD) is an omni-channel specialty
retailer of menswear, including suits, formalwear and a broad
selection of polished and business casual offerings. It delivers
personalized products and services through its convenient network
of over 1,400 stores in the United States and Canada as well as its
branded e-commerce websites at http://www.menswearhouse.com/and
http://www.josbank.com. Its brands include Men's Wearhouse, Jos.
A. Bank, Moores Clothing for Men and K&G.
Tailored Brands reported a net loss of $82.28 million for the year
ended Feb. 1, 2020, compared to net earnings of $83.24 million for
the year ended Feb. 2, 2019. As of Feb. 1, 2020, the Company had
$2.42 billion in total assets, $2.52 billion in total liabilities,
and a total shareholders' deficit of $98.31 million.
On Aug. 2, 2020, Tailored Brands and its subsidiaries sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33900) on
Aug. 2, 2020. As of July 4, 2020, Tailored Brands disclosed
$2,482,124,043 in total assets and $2,839,642,691 in total
liabilities.
The Hon. Marvin Isgur is the case judge.
The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel; Jackson Walker L.L.P., Stikeman Elliot LLP and Mourant
Ozannes as co-bankruptcy counsel; PJT Partners LP as financial
advisor; Alixpartners, LLP as restructuring advisor; and A&G Realty
Partners, LLC as the real estate consultant and advisor. Prime
Clerk LLC is the claims agent.
TANK HOLDING: Moody's Alters Outlook on B3 CFR to Stable
--------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Tank
Holding Corp. to stable from negative. At the same time, Moody's
affirmed the company's B3 corporate family rating (CFR) and B3-PD
probability of default rating, along with the B2 senior secured
first lien rating on the company's first lien credit facilities.
"The change in outlook to stable reflects Tank's continued growth
in earnings and ensuing improvement in leverage and cash flow
metrics despite pandemic related volatility in the second quarter
of 2020," says Shirley Singh, Moody's lead analyst for Tank
Holding. "In addition, strong cash generation during the quarter
and subsequent repayment of revolver borrowings has bolstered
liquidity to over $65 million and reduced adjusted debt-to-EBITDA
(leverage) to below 7.0x, and Moody's expects the improving trends
to continue over the extended rating horizon" added Singh.
Notwithstanding this, however, Moody's anticipates that further
earnings improvement will likely be constrained over the near-term
forward period given prevailing weak market conditions in certain
end-markets, even as water and septic tanks continue to benefit
from increased market penetration and offset the declines in more
cyclical sectors. Moody's believes that the company's current
credit metrics and liquidity afford sufficient flexibility to
navigate current market conditions, even if negative demand drivers
resurge.
The following rating actions were taken:
Affirmations:
Issuer: Tank Holding Corp.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured Bank Credit Facility, Affirmed B2 (LGD3)
Outlook Actions:
Issuer: Tank Holding Corp.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Tank's B3 CFR broadly reflects the company's high financial risk
evidenced by its relatively modest scale, leverage in excess of
6.5x and exposure to highly cyclical end-markets. The company's
large agricultural exposure leaves it susceptible to seasonal
fluctuations and farmers' spending levels. The company is also
exposed to end markets impacted by oil and gas commodity prices,
weather trends, housing starts, and demand for industrial storage
and transportation of materials. Even so, the company's high
profitability margins and low capital investment needs have enabled
it to consistently generate free cash flow in the low-to-mid
single-digit percent range of total gross debt. Moody's expects the
company to exhibit modest earnings growth over the next 12-18
months, reducing leverage to below 6.5x with positive free cash
flow through 2021. The rating also benefits from Tank's solid
market position and nationwide presence. Governance risk is
elevated, evidenced by the company's highly leveraged balance sheet
and history of debt-financed acquisitions under private equity
ownership.
The stable ratings outlook reflects Moody's expectation that Tank
will largely preserve its recent profitability measures, cash
generation and key credit metrics in 2020 and 2021, notwithstanding
difficult market conditions. Moody's also expects that the company
will maintain at least an adequate liquidity profile with
sufficient backstop provisions over the next 12-18 months.
FACTORS THAT COULD LEAD TO A RATINGS UPGRADE OR DOWNGRADE
Ratings could be downgraded if adjusted debt-to-EBITDA is sustained
above 7.0x, EBITA-to-interest expense falls below 1.0x and/or
liquidity deteriorates, including if free cash flow turns
negative.
Ratings could be upgraded if the adjusted debt-to-EBITDA is
sustained below 5.5x and free cash flow-to-debt is maintained in
the high single-digit percentage range.
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
Tank Holding Corp. ("Tank") and its wholly owned subsidiaries --
Snyder Industries, LLC. and Norwesco, LLC. -- are engaged in
manufacturing and distribution of rotationally molded polyethylene
and steel tanks, containers, bins, carts, and pallets for
agricultural, water, industrial, food and beverage, hospitality,
and on-site water treatment applications, among other uses. Tank
primarily operates in the US and Canada. The company is owned by
financial sponsor Olympus Partners.
TAX AND FINANCIAL: Seeks to Hire Caddell Reynolds as Legal Counsel
------------------------------------------------------------------
Tax and Financial Advantage Group, Inc. seeks approval from the
U.S. Bankruptcy Court for the Eastern District of Arkansas to
employ Caddell Reynolds as its legal counsel.
Caddell Reynolds will render these legal services:
(a) give the Debtor legal advice with respect to its powers
and duties;
(b) prepare legal papers and appear before the bankruptcy
court and any other court; and
(c) perform all other legal services for Debtor that may be
necessary to effectuate a reorganization of its financial affairs.
The firm's attorneys and other personnel will be paid at their
standard hourly rates for their services.
Joel Hargis, Esq., the firm's attorney who will be handling the
case, disclosed in court filings that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Mr. Hargis can be reached at:
Joel Hargis, Esq.
Caddell Reynolds
3000 Browns Lane
Jonesboro, AR 72401
Telephone: (870) 336-6407
Email: jhargis@justicetoday.com
About Tax and Financial Advantage Group
Tax and Financial Advantage Group, Inc. filed a petition under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No.
20-10425) on Jan. 27, 2020, listing under $1 million in both assets
and liabilities. Judge Phyllis M. Jones oversees the case. Joel G.
Hargis, Esq., at Caddell Reynolds is the Debtor's legal counsel.
TOWN SPORTS: Oct. 9 Hearing on Bid Procedures for All Assets
------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing on Oct. 9, 2020 at 1:00
p.m. (ET) to consider the bidding procedures proposed by Town
Sports International, LLC and affiliates in connection with the
sale of substantially all assets to an entity designated by Tacit
Capital, LLC and the Ad Hoc Lender Group, subject to overbid.
The total consideration of the Stalking Horse Bidder consists of
(i) the assumption of the Assumed Liabilities, (ii) the credit bid
in an amount then-outstanding under the Prepetition Senior Secured
Debt, in an amount equal to $80 million, and (iii) the amount, paid
in cash, equal to $1 million payable to general unsecured
creditors; (iv) an amount, paid in cash (in an amount not to exceed
$3,712,000), equal to the Cash Shortage to be used solely in
connection with the Wind-Down.
Objections to the relief sought will be presented at or before the
Hearing.
The Debtors commenced these chapter 11 cases to implement a
value-maximizing going-concern sale of their core operating assets.
As described in the motion asking post-petition financing filed
contemporaneously with the Bidding Procedures Motion, Tacit is
providing the Debtors with DIP Financing to fund these chapter 11
cases. In connection with the DIP Financing, Tacit is working with
an ad hoc group of the Debtors' prepetition term lenders to submit
the Stalking Horse Bid, which is a going-concern bid for the
Debtors's operations.
The Stalking Horse Bid is a credit bid of the amounts outstanding
under the Prepetition Facility, which credit bid the Ad Hoc Lender
Group has agreed to cap at $80 million. Additionally, the Stalking
Horse Bidder retains the right to credit bid amounts outstanding
under the DIP Financing facility.
In order to develop as competitive an auction process as possible,
the Debtors, with the assistance of their investment banker,
Houlihan Lokey Capital, Inc., will continue to field inbound
inquiries from interested parties, as well as solicit interest by
distributing promotional materials to prospective buyers.
The Debtors are asking approval of the Bidding Procedures to
establish a clear and open process for the solicitation, receipt,
and evaluation of bids on a timeline that allows them to consummate
a sale of the Assets prior to confirmation of a chapter 11 plan.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Oct. 26, 2020
b. Initial Bid: An amount equal to the sum of (i) $1 million
over and above the aggregate Purchase plus (ii) the DIP Obligations
outstanding. The Debtors and their advisors, in consultation with
the Consultation Parties, will determine, in their reasonable
business judgment, the value of any assumed liabilities that differ
from those included in the Stalking Horse Bid.
c. Deposit: 10% of the proposed purchase price
d. Auction: If one or more Qualified Bids (other than the
Stalking Horse Bid) are received by the Bid Deadline with respect
to any applicable assets, then the Debtors will conduct the Auction
with respect to such assets. The Auction for each applicable asset
will commence on Oct. 28, at 10:00 a.m. (ET), via remote video, or
such later time or other place as the Debtors determine, in which
case the Debtors will timely notify the Stalking Horse Bidder and
all other Qualified Bidders of such later time or other place, and
file a notice of the change on the Court's docket for these chapter
11 cases.
e. Bid Increments: $1 million
f. Sale Hearing: Nov. 2, 2020
g. Sale Objection Deadline: Oct. 23, 2020 at 4:00 p.m. (ET)
h. The sale is free and clear of all Liens.
As soon as practicably after entry of the Bidding Procedures Order,
the Debtors will cause the Sale Notice upon the Sale Notice
Parties. The Debtors are also asking approval of the Assumption
and Assignment Procedures set forth below to facilitate the fair
and orderly assumption, assumption and assignment, or rejection of
Executory Contracts and Unexpired Leases, in connection with the
Sale. The Cure Objection Deadline is Oct. 23, 2020 at 4:00 p.m.
(ET).
A copy of the Agreement and the Bidding Procedures is available at
https://tinyurl.com/yyahjhlj from PacerMonitor.com free of charge.
About Town Sports
Town Sports International, LLC and its subsidiaries are owners and
operators of fitness clubs in the United States, particularly in
the Northeast and Mid-Atlantic regions. As of Dec. 31, 2019, the
Company operated 186 fitness clubs under various brand names,
collectively serving approximately 605,000 members. Town Sports
owns and operates brands such as New York Sports Clubs, Boston
Sports Clubs, Philadelphia Sports Clubs, Washington Sports Clubs,
Lucille Roberts and Total Woman.
Town Sports and several of its affiliates filed for bankruptcy
protection (Bankr. D. Del. Lead Case No. 20-12168) on Sept. 14,
2020. The petitions were signed by Patrick Walsh, chief executive
officer.
The Debtors were estimated to have $500 million to $1 billion in
consolidated assets and consolidated liabilities.
The Hon. Christopher S. Sontchi presides over the cases.
Young Conaway Stargatt & Taylor, LLP, and Kirkland & Ellis LLP have
been tapped as bankruptcy counsel to the Debtors. Houlihan Lokey,
Inc., serves as financial advisor and investment banker to the
Debtors, and Epiq Corporate Restructuring LLC acts as claims and
noticing agent to the Debtors.
TRAVERSE CITY: Seeks Approval to Hire Keller & Almassian as Counsel
-------------------------------------------------------------------
Traverse City Equity Investments, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Michigan to employ
Keller & Almassian, PLC as counsel.
The firm will render these professional services to the Debtor:
(a) Advise the Debtor with respect to its rights, powers and
duties as debtor and debtor-in-possession in the continued
management and operation of its financial affairs and property;
(b) Attend meetings and negotiate with representatives of
creditors and other parties-in-interest;
(c) Advise and consult the Debtor regarding the conduct of
this case;
(d) Advise the Debtor on matters relating to the evaluation of
the assumption, rejection or assignment of unexpired leases and
executory contracts;
(e) Take all necessary action to protect and preserve the
Debtor's estate;
(f) Assist in formulating and prosecuting a Plan of
Reorganization and Disclosure Statement, along with all related
agreements and/or documents, and take any necessary action on
behalf of the Debtor to obtain confirmation of a Plan of
Reorganization;
(g) Appear before this Court and the Office of the United
States Trustee, and protect the interests of the Debtor's
bankruptcy estate before the court and the Office of the United
States Trustee; and
(h) Perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection with this
Chapter 11 case.
The firm's hourly billing rates are as follows:
A. Todd Almassian, Partner $400
James M. Keller, Partner $400
Greg J. Ekdahl, Partner $350
Associate Attorneys $300
Paralegals $125
In addition, the firm will be reimbursed for the actual and
necessary expenses incurred in connection with this
representation.
The Debtor also requests permission to escrow with Keller &
Almassian, PLC's client trust account $3,000 on a monthly basis
towards the professional fees of Keller & Almassian, PLC in
connection with this bankruptcy proceeding.
A. Todd Almassian, a partner of Keller & Almassian, PLC, disclosed
in court filings that the firm is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
A. Todd Almassian, Esq.
Greg J. Ekdahl, Esq.
KELLER & ALMASSIAN, PLC
230 East Fulton Street
Grand Rapids, MI 49503
Telephone: (616) 364-2100
E-mail: talmassian@kalawgr.com
gekdahl@kalawgr.com
About Traverse City Equity Investments
Traverse City Equity Investments, LLC fdba the SpaBath Company --
https://www.spabathcompany.com -- manufactures walk-in bathtub and
showers, with patented SpaBath Roll-Door technology. SpaBath
Roll-Door Technology and unique features provide a spa-like bathing
environment bathing system on the market. The full-width,
unobstructed opening, built-in safety features like electronic
water-level detectors to prevent deflation of dual door seals with
water in the tub, deluxe spa system with therapy options and
precisely controlled water temperature provide ease of use, safety
and comfort.
Traverse City Equity Investments filed a Chapter 11 petition
(Bankr. W.D. Mich. Case No. 20-03039) on September 28, 2020. The
petition was signed by Arthur A. Sills, president. At the time of
the filing, the Debtor disclosed estimated assets of $500,000 to $1
million and estimated liabilities of $1 million to $10 million.
Judge James W. Boyd oversees the case. Keller & Almassian, PLC is
the Debtor's counsel.
VETERINARY CARE: Seeks Court Approval to Hire Grant Thornton
------------------------------------------------------------
Veterinary Care, Inc. and TVET Management LLC seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Grant Thornton LLP.
The firm will render these professional services to the Debtors:
(a) preparation of federal and state tax returns;
(b) preparation of federal and state extension calculations
and applicable forms;
(c) preparation of federal and state estimated tax payment
calculations and applicable forms;
(d) calculate gain or loss from the sale of the Debtors'
assets in 2020;
(e) perform tax planning and modeling to determine 2020 cash
taxes and consider any available opportunities to maximize
available deductions;
(f) assess the amount of the Debtors' tax attributes and
analyze usability and any potential limitation under Section 382;
(g) analyze certain transaction costs incurred by the Debtors
to determine the nature of the expense and timing of recovery in
connection with the Debtors' historic acquisitions and bankruptcy
filing; and
(h) perform such other accounting, audit, assurance or
compliance services as may be required and are deemed to be in the
interests of the Debtors in accordance with the Debtors powers and
duties as set forth in the Bankruptcy Code.
Grant Thornton's hourly rates are as follows:
Partners $1,020
Senior Manager $870
Manager $760
Senior Associate $565
Associate $360
Russell Daniel, a partner at Grant Thornton, disclosed in court
filings that the firm is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Russell A. Daniel
Grant Thornton LLP
201 S. College St., Suite 2500
Charlotte, NC 28244
Telephone: (704) 632-6809
Facsimile: (704) 337-2974
Email: russ.daniel@us.gt.com
About Veterinary Care
Veterinary Care Inc. offers pet care services. It conducts
business under the name VitalPet.
Petitioning creditors Dr. Warren Resell, Dr. James H. Kelly, Dr.
Larry D. Wood, filed an involuntary Chapter 11 petition (Bankr.
S.D. Tex. Case No. 19-35736) against Veterinary Care, Inc. on Oct.
10, 2019. The petitioners are represented by Richard L. Fuqua,
Esq., at Fuqua & Associates, P.C., in Houston.
TVET Management LLC filed a voluntary Chapter 11 petition (Bankr.
S.D. Tex. Case No. 19-36430) on Nov. 18, 2019.
On Nov. 19, 2019, the court ordered the joint administration of
Veterinary Care's and TVET's bankruptcy cases. The cases are
jointly administered under Case No. 19-35736.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Okin Adams LLP as their legal counsel; The Claro
Group, LLC as financial advisor; and Grant Thornton LLP as tax
professional. Douglas Brickley, managing director of Claro Group,
is the chief restructuring officer.
VISTA PROPPANTS: Taps Baker & Hostetler as Special Counsel
----------------------------------------------------------
Vista Proppants and Logistics, LLC and its affiliates received
approval from the United States Bankruptcy Court for the Northern
District of Texas to hire Baker & Hostetler, LLP as their special
counsel.
The firm will represent Debtors for purposes other than
representing them in conducting their Chapter 11 cases.
Baker & Hostetler's professionals will be paid at hourly rates
ranging from $225 to $695.
Theodore Kobus III, Esq., a partner at Baker & Hostetler, disclosed
in court filings that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Theodore J. Kobus III, Esq.
Baker & Hostetler LLP
45 Rockefeller Plaza
New York, NY 10111
Telephone: (212) 271-1504
Facsimile: (212) 589-4201
Email: tkobus@bakerlaw.com
About Vista Proppants and Logistics
Vista Proppants and Logistics, LLC -- https://www.vprop.com/ -- is
a pure-play, in-basin provider of frac sand solutions in producing
regions in Texas and Oklahoma, including the Permian Basin, Eagle
Ford Shale and SCOOP/STACK. It is headquartered in Fort Worth,
Texas.
Vista Proppants and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 20-42002)
on June 9, 2020. The petitions were signed by Gary Barton, chief
restructuring officer. At the time of the filing, Vista Proppants
had estimated assets of less than $50,000 and liabilities of
between $100 million and $500 million.
Judge Edward L. Morris oversees the cases.
The Debtors tapped Haynes and Boone, LLP, as their legal counsel;
Jackson Walker LLP as special litigation counsel; and Alvarez &
Marsal North America, LLC, as chief restructuring officer. Kurtzman
Carson Consultants, LLC, is the Debtors' claims, noticing,
balloting and solicitation agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on June 23, 2020. Kilpatrick Townsend & Stockton LLP and
Province, Inc. serve as the committee's legal counsel and financial
advisor, respectively
VISTA PROPPANTS: Taps Hire Piper Sandler as Investment Banker
-------------------------------------------------------------
Vista Proppants and Logistics, LLC and its affiliates received
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to hire Piper Sandler & Co. as their investment banker.
The firm will assist the Debtors with various issues related to
confirmation of the third amended plan of reorganization, and
effectively fulfill the Debtors' statutory duties in connection
with their Chapter 11 cases.
Piper Sandler will receive a financial advisory fee of $250,000,
payable in cash in two parts: (i) $125,000 immediately upon court
approval of the engagement letter, and (ii) an additional
$125,000.
Prior to the petition date, the Debtors remitted payments to Piper
Sandler in the aggregate amount of $630,254.74.
Sanjiv Shah, managing director and co-head of Energy Investment
Banking of Simmons Energy, a division of Piper Sandler, disclosed
in court filings that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sanjiv Shah
Simmons Energy | A Division of Piper Jaffray
609 Main Street Suite 3800
Houston, Texas 77002
Telephone: (713) 546-7336
Email: sanjiv.n.shah@simmonspjc.com
About Vista Proppants and Logistics
Vista Proppants and Logistics, LLC -- https://www.vprop.com/ -- is
a pure-play, in-basin provider of frac sand solutions in producing
regions in Texas and Oklahoma, including the Permian Basin, Eagle
Ford Shale and SCOOP/STACK. It is headquartered in Fort Worth,
Texas.
Vista Proppants and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 20-42002)
on June 9, 2020. The petitions were signed by Gary Barton, chief
restructuring officer. At the time of the filing, Vista Proppants
had estimated assets of less than $50,000 and liabilities of
between $100 million and $500 million.
Judge Edward L. Morris oversees the cases.
The Debtors tapped Haynes and Boone, LLP, as their legal counsel;
Jackson Walker LLP as special litigation counsel; and Alvarez &
Marsal North America, LLC, as chief restructuring officer. Kurtzman
Carson Consultants, LLC, is the Debtors' claims, noticing,
balloting and solicitation agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on June 23, 2020. Kilpatrick Townsend & Stockton LLP and
Province, Inc. serve as the committee's legal counsel and financial
advisor, respectively.
WC 4811 SOUTH: Case Summary & 9 Unsecured Creditors
---------------------------------------------------
Debtor: WC 4811 South Congress LLC
814 Lavaca Street
Austin, TX 78701
Case No.: 20-11105
Business Description: WC 4811 South Congress LLC is a Single Asset
Real Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: October 6, 2020
Court: United States Bankruptcy Court
Western District of Texas
Debtor's Counsel: Mark H. Ralston, Esq.
FISHMAN JACKSON RONQUILLO PLLC
13155 Noel Road, Suite 700
Dallas, TX 75240
Tel: (972) 419-5500
Email: mralston@fjrpllc.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Natin Paul, president of managing
member.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/UQWNQIA/WC_4811_South_Congress_LLC__txwbke-20-11105__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Nine Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Civil & Envir. Con., Inc. Trade $7,723
PO Box 644246
Pittsburgh, PA 15264
2. City of Austin Trade $7,031
PO Box 2267
Austin, TX 78783
3. Inoca Holdco II, LLC Trade $4,074
PB Box 19407
Austin, TX 78760
4. Allworks Landscaping Trade $1,650
127 Merrywood Lane
San Marcos, TX 78666
5. Texas Gas Service Trade $241
PO Box 209298
Austin, TX 78720
6. Cupertino Builders, LLC Trade Unknown
811 E. 11th St., Ste. 206
Austin, TX 78702
7. Westlake Indus., LLC Trade Unknown
11500 Metric Blvd.
Austin, TX 78758
8. Texas Income Prop., LLC Trade Unknown
400 W. St. Elmo Rd.,
Austin, TX 78745
9. Texas Disposal Systems Unknown
PO Box 17126
Austin, TX 78760
WC SOUTH CONGRESS: Case Summary & 10 Unsecured Creditors
--------------------------------------------------------
Debtor: WC South Congress Square LLC
814 Lavaca Street
Austin, TX 78701
Business Description: WC South Congress Square LLC is primarily
engaged in renting and leasing real estate
properties.
Chapter 11 Petition Date: October 6, 2020
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 20-11107
Debtor's Counsel: Mark H. Ralston, Esq.
FISHMAN JACKSON RONQUILLO PLLC
13155 Noel Road, Ste. 700
Dallas, TX 75240
Tel: (972) 419-5500
Email: mralston@fjrpllc.com
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Natin Paul, president of manager.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/5ADPLPI/WC_South_Congress_Square_LLC__txwbke-20-11107__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 10 Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. AT&T Unknown
208 S. Akard Street
Suite 2954
Dallas, TX 75202
2. Austin Texas Pool Service, LLC Unknown
P.O. Box 1297
Manchaca, TX 78652
3. Kingsiii Unknown
751 Canyon Dr., Suite 100
Coppell, TX 75019
4. NXNW Unknown
3801 Prairie Ln
Austin, TX 78728
5. Aries Pest Control Unknown
2202 Grove Dr.
Round Rock, TX 78681
6. Roofer-Quick Roofing Unknown
183 Ferguson Ln, Suite 1400
Austin, TX 78754
7. Austin Energy Unknown
721 Barton Springs
Austin, TX 78704
8. Hocutt Inc. Unknown
8360 Moberly Ln
Dallas, TX 75227
9. Cupertino Builders, LLC Unknown
811 E. 11th St. Suite 206
Austin, TX 78702
10. Westlake Industries, LLC Unknown
11500 Metric Blvd, Suite 285
Austin, TX 78758
WC TEAKWOOD: Case Summary & 9 Unsecured Creditors
-------------------------------------------------
Debtor: WC Teakwood Plaza LLC
814 Lavaca Street
Austin, TX 78701
Business Description: WC Teakwood Plaza LLC is primarily engaged
in renting and leasing real estate
properties.
Chapter 11 Petition Date: October 6, 2020
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 20-11104
Debtor's Counsel: Mark H. Ralston, Esq.
FISHMAN JACKSON RONQUILLO, PLLC
13155 Noel Road, Suite 700
Dallas, TX 75240
Tel: (972) 419-5500
Email: mralston@fjrpllc.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Natin Paul, president of managing
member.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/QZVPMVQ/WC_Teakwood_Plaza_LLC__txwbke-20-11104__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Nine Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Arnold & Placek, PC Professional $27,293
203 Main St., Ste 201 Services
Round Rock, TX 78664
2. Gary, Porter & Donovan, PC Profesional $4,250
PO Box 700248 Services
Dallas, TX 75730
3. City of Austin Trade $2,254
PO Box 2267
Austin, TX 78783
4. North by Northwest, LLC Trade $1,279
3801 Prairie Lane
Austin, TX 78728
5. ABC Home and Commercial Serv. Trade $1,084
9475 E. Highway 290
Austin, TX 78724
6. Westlake Industries, LLC Trade Unknown
11500 Metric Blvd., Ste 285
Austin, TX 78758
7. Cupertino Builders, LLC Trade Unknown
811 E. 11th St., Ste 206
Austin, TX 78702
8. Equipment Management Services Trade $707
PO Box 50028
Austin, TX 78750
9. DVS, Inc./ Primitives Furniture Unknown
c/o Joel M. Sidelnik
8201 Burnet Road
Austin, TX 78758
WEST VIRGINIA POWERSPORTS: Seeks Court Approval to Hire Manager
---------------------------------------------------------------
West Virginia Powersports, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of West Virginia to
employ Richard Blackburn, who has been responsible for the
operation of the business on a day-to-day basis, as its manager.
Mr. Blackburn will provide the following services:
a. oversee the Debtor's operation of the business entering
into inventory transactions;
b. take responsibility for the purchase of all parts;
c. supervise employees;
d. cooperate with bankruptcy counsel on all matters necessary
for the administration of the case; and
e. cooperate with the Debtor's counsel for preparing a
disclosure statement and Chapter 11 plan.
Mr. Blackburn will expend on behalf of the Debtor in excess of 50
hours per week. He seeks approval of compensation in the amount of
$1,750 per month.
Mr. Blackburn holds office at:
Richard Blackburn
West Virginia Powersports, LLC
501 W. Main St.
Sophia, WV 25921
About West Virginia Powersports, LLC
West Virginia Powersports LLC, a Sophia, W.Va.-based company which
conducts business under the name Horsepower Unlimited, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
W.Va. Case No. 20-50143) on Sept. 15, 2020.
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.
Judge Frank W. Volk Usdj oversees the case.
Caldwell & Riffee, PLLC is Debtor's legal counsel.
WEST VIRGINIA POWERSPORTS: Taps Caldwell & Riffee as Legal Counsel
------------------------------------------------------------------
West Virginia Powersports, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of West Virginia to hire
Caldwell & Riffee, PLLC as its legal counsel.
The professional services to be rendered by the firm include:
a. advise the Debtor with respect to its powers and duties;
b. prepare legal papers;
c. assist the Debtor in negotiating adequate protection
payments with secured creditors;
d. assist the Debtor in preparation of a reorganization plan.
Joseph Caldwell, Esq., and John Balenovich, Esq., the firm's
attorneys who will be handling the case, will charge $300 per hour
and $200 per hour, respectively.
The firm received from the Debtor an initial retainer of $6,000.
The firm does not represent any creditor or "party in interest" in
Debtor's Chapter 11 case, according to court filings.
Caldwell & Riffee can be reached through:
Joseph W. Caldwell, Esq.
John J. Balenovich, Esq.
Caldwell & Riffee, PLLC
P.O. Box 4427
Charleston, WV 25364
Telephone: (304) 925-2100
Email: joecaldwell@frontier.com
jbalenovich@caldwellandriffee.com
About West Virginia Powersports, LLC
West Virginia Powersports LLC, a Sophia, W.Va.-based company which
conducts business under the name Horsepower Unlimited, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
W.Va. Case No. 20-50143) on Sept. 15, 2020.
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.
Judge Frank W. Volk Usdj oversees the case.
Caldwell & Riffee, PLLC is Debtor's legal counsel.
WESTINGHOUSE ELECTRIC: Loses Summary Judgment Bid vs Former Staff
-----------------------------------------------------------------
In the case captioned TIMOTHY ELLIS, Plaintiff, v. WESTINGHOUSE
ELECTRIC COMPANY, LLC, Defendant, No. 2:18-cv-01442 (W.D. Pa.),
Chief District Judge Mark R. Hornak denied the Defendant's motion
for summary judgment which argued that Plaintiff Timothy Ellis' age
discrimination claims asserted in the District Court was discharged
by the Defendant's Chapter 11 bankruptcy proceeding in the Southern
District of New York.
The Plaintiff's employment with WEC was terminated on or about May
31, 2018 -- some 14 months after Westinghouse Electric Company
filed its bankruptcy petition and two months after the Defendant's
bankruptcy plan was confirmed by the bankruptcy court. The
bankruptcy petition was filed on March 29, 2017, the Plan was
confirmed on March 28, 2018, and became effective by its terms on
August 1, 2018. The Plaintiff's claim, therefore, arose
post-petition, post-Confirmation and pre-Effective-Date. During the
pendency of the bankruptcy action, the Defendant caused to be
served on the Plaintiff three pertinent notices: (1) Notice of
Deadline for Filing Proofs of Claim, served before the Plaintiff
was fired; (2) Notice of Hearing on Confirmation of Plan and
Procedures for Objecting to the Confirmation of Plan, also served
before the Plaintiff's discharge from employment; and (3) Notice of
Effective Date of the Plan, served after the Plaintiff was
dismissed.
The first Notice of Deadline for Filing Proofs of Claim provided
that a potential claimant, other than a "governmental unit" as
defined by the Bankruptcy Code, must assert a prepetition claim by
filing a Proof of Claim by Sept. 1, 2017 -- the "General Bar Date."
The second Notice of Hearing on Confirmation of Plan and Procedures
for Objecting to the Confirmation of Plan provided that a
"Confirmation Hearing" would occur on March 27, 2018, and detailed
the procedures for voting and filing objections to the
then-proposed bankruptcy plan. The Plan was later confirmed by the
bankruptcy court on March 28, 2018. The Confirmation Order and the
Plan set an Effective Date, which would be the date in the future
when "all conditions to the effectiveness of the Plan set forth in
Section 10 hereof have been satisfied or waived in accordance with
the terms of the Plan." During this period, after the Plan was
confirmed but before the Effective Date had occurred, the Defendant
terminated the Plaintiff's employment. The third Notice of the
Effective Date of the Plan was sent after the conditions precedent
for the Effective Date had been met and the Effective Date had thus
occurred. This Notice provided that the Effective Date of the Plan
was August 1, 2018 and that "all requests for payment of
Administrative Expense Claims must be filed and served on the
Debtors no later than August 31, 2018" -- the so-called
"Administrative Expense Claims Bar Date."
An Affidavit of Service for the Notice of the Effective Date of the
Plan was filed with the bankruptcy court on August 9, 2018,
certifying that the Notice was mailed on August 2 to the exhibited
list of recipients. The period of time between the Confirmation
Order and the Effective Date, roughly four months, was due
primarily to the time it took to consummate a $3.8 billion stock
sale of WEC and some of its subsidiaries under a Plan Funding
Agreement, which was a "key condition" to the Effective Date. No
party averred that the Plaintiff had any ability to influence the
occurrence of that condition, or the setting of the Effective
Date.
The Plaintiff admitted receiving the first two Notices, but did not
admit receiving the third Notice, which contained notice of the
Effective Date and the Administrative Expense Claims Bar Date.
However, the Plaintiff was listed as a recipient in the Affidavits
of Service for all three Notices. Further, he admitted to reviewing
"all mail addressed to him and received at his home." In a
supplemental filing, the Defendant provided an affidavit affirming
that all three notices were sent to the Plaintiff's home address
and that none of them were returned undeliverable. The Plaintiff
also averred that the Defendant did not cause a copy of the Notice
of the Effective Date to be served on his counsel, which the
Defendant does not deny. At the time, the Plaintiff's lawyer was
already representing him in connection with the charge the
Defendant had filed with the Equal Employment Opportunity
Commission ("EEOC") and served on the Defendant. The Defendant
responded that Plaintiff's counsel was aware of the Notice of the
Effective Date because his law firm entered an appearance on behalf
of another creditor in WEC's bankruptcy matter. The Defendant also
averred that the Plaintiff never filed a request to have Notices
sent to an authorized agent, as would be required to have any
Notices sent to his lawyer under Bankruptcy Rule 2002(g).
In addition, the Plaintiff claimed to have brought the second
Notice to the Defendant's Human Resources Director. The Defendant's
HR Director purportedly told the Plaintiff that the Defendant's
bankruptcy did not involve him and therefore the Notice did not
apply to him. This allegedly occurred on or about March 12, 2018,
about two and a half months before the Plaintiff's employment was
terminated.
The Confirmation Order and the Plan contain several terms and
provisions which the Defendant said discharged the Plaintiff's
claims.
In light of the fact that his employment was terminated after the
bankruptcy court entered its Confirmation Order, the Plaintiff did
not file a Proof of Claim by the General Bar Date -- which occurred
some nine months prior to the date his claim arose on May 31, 2018.
He also filed no objections to the Plan in time for the
Confirmation Hearing on March 27, 2018 -- some two months before
his claim arose. At each of those points, the Plaintiff had no
reason to believe that he had any claim against the Defendant
because by not having yet been fired from his job, he had no such
claims. However, the Plaintiff also failed to file a request for
payment of an administrative expense claim by the August 31, 2018
Administrative Expense Claims Bar Date. This was in spite the fact
that his discrimination claim arose about two months before the
Effective Date of August 1, 2018, and three months before the
Administrative Expense Claims Bar Date.
Instead, the Plaintiff filed an administrative discrimination
charge with the EEOC on or about July 3, 2018 and the Defendant was
served with the charge on or about the same day. The Plaintiff
averred that the Defendant thereafter defended against the charge
prior to the Effective Date on August 1, 2018. However, the
Defendant said it did not actually receive the charge until July
31, 2018, one day before the Effective Date. In any case, after the
Complaint was filed in the District Court and this case was stayed
for approximately seven months to allow for the exhaustion of
certain state law administrative remedies related to the underlying
discrimination claims, the issue of the Defendant's bankruptcy was
raised to the Court for the first time by the Defendant in the
initial case management conference. There were no defenses or
issues relative to the effect of the bankruptcy on the Plaintiff's
claims in the Defendant's Answer. Specifically, no defense was
asserted that the Plaintiff's claims were discharged by the
bankruptcy, or otherwise barred by the Plan.
The Plaintiff argued that either the notice of the Administrative
Expense Claims Bar Date was deficient or that the Bankruptcy Code
via the Plan does not discharge his claims mainly because his
claims arose after Plan confirmation. The Defendant argued that
notice was proper and that either or both of section 503 and
section 1141 of the Bankruptcy Code discharge its liability for the
Plaintiff's claims mainly because they arose prior to the Plan's
Effective Date.
Upon considering all the facts and arguments presented, Judge
Hornak held that the Bankruptcy Code did not empower the Defendant
to in essence make the Plaintiff "an offer he can't refuse" by
discharging post-confirmation claims that arose prior to the more
distant and wholly uncertain effective date of the plan. And in
these circumstances, sections 503 and 1141 do not require that the
Plaintiff's statutory discrimination claims arising
post-confirmation be filed as priority administrative expenses or
else face discharge. According to the Court, while bankruptcy can
be unforgiving in its pursuit of providing a "fresh start," the
temporal limits of discharge are not unbounded and, in the Court's
estimation, cannot be extended simply by virtue of a distant
"effective date" as has been argued here. Simply put, in the
circumstances present in this case, the Plaintiff was not forced to
file his statutory discrimination claims, which arose
post-confirmation, within weeks of his claimed injury, or face
losing all recourse. Summary judgment, therefore, is granted in
favor of the Plaintiff.
A copy of the Court's Opinion is available at
https://bit.ly/2Yvq3Ep from Leagle.com.
About Westinghouse Electric
Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S.-based nuclear
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components. Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services. Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology. Westinghouse's
world headquarters are located in the Pittsburgh suburb of
Cranberry Township, Pennsylvania.
On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share). After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.
Amid cost overruns at U.S. nuclear reactors it was building,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29,
2017. The petitions were signed by AlixPartners' Lisa J. Donahue,
the Debtors' chief transition and development officer.
The Debtors disclosed total assets of $4.32 billion and total
liabilities of $9.39 billion as of Feb. 28, 2017.
The Hon. Michael E. Wiles presides over the cases.
Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The
Debtors hired AlixPartners LLP as financial advisor; PJT Partners
Inc. as investment banker; Kurtzman Carson Consultants LLC as
claims and noticing agent; K&L Gates as special counsel; and KPMG
LLP as tax consultant and accounting and financial reporting
advisor.
The Debtors retained PricewaterhouseCoopers LLP as independent
auditor and tax services provider to perform audit services in
connection with Toshiba Nuclear Energy Holdings (US) Inc. and
Toshiba Nuclear Energy Holdings (UK) Ltd.
Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.
The Board of Directors of Westinghouse appointed a special panel
called the U.S. AP1000 Committee to oversee the company's
activities related to certain AP1000 nuclear plants located in
Georgia and South Carolina.
On April 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Proskauer Rose LLP is
the committee's bankruptcy counsel, and Houlihan Lokey Capital,
Inc., serves as its investment banker.
WHITE STONE: Seeks November 30 Plan Exclusivity Extension
---------------------------------------------------------
White Stone Foods LLC, asks the U.S. Bankruptcy Court for the
Southern District of Florida, Fort Lauderdale Division, to extend
the periods within which the Company has the exclusive right to
file a plan of reorganization and solicit acceptances to the Plan,
through and including November 30, 2020, and February 1, 2021,
respectively.
The COVID-19 pandemic has taken a serious toll on the Debtor's
business. As the business is somewhat seasonal, the Debtor
typically experiences its high selling point during the religious
Lent period. Unfortunately, the pandemic spread right when Lent was
beginning, and governmental lockdown restrictions became operative.
Although the Debtor's business was deemed "essential", all dining
rooms closed, and the Debtor's business is and remains limited for
the most part, to drive-through take out.
At the time of the commencement of the Debtor's chapter 11 case,
the Debtor had already determined that certain unprofitable stores
would need to be closed, with at least three stores surrendered.
The Debtor expects it may decide to close other stores as well.
Final decisions on store closures have not been made, and as sales
start to slowly improve, the Debtor is analyzing the data for each
store's performance.
The Debtor contends the extension will also give creditors
additional time to file rejection damage claims and should the
Debtor decide to close other stores, it will need to reject
operative nonresidential leases and applicable franchise
agreements.
Absent an extension, the Debtor's exclusive right to file a plan
was scheduled to end September 1 and its and its solicitation
period November 2.
The Debtor says it desires to focus its full attention on
stabilizing the business and formulating an exit strategy to the
Chapter 11 case. "We do not want to be concerned with competing
plans," the Debtor adds.
About White Stone Foods
White Stone Foods, LLC, a privately held company in the fast-food
restaurant business, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case no. 20-11531) on February 4,
2020. The Debtor, as a franchisee, operated 13 separate retail
restaurants under the Franchise names Long John Silvers' and A & W
Restaurants.
In the petition signed by John S. Robles, managing member, the
Debtor was estimated to have $50,000 to $100,000 in assets and $1
million to $10 million in liabilities.
Judge Scott M. Grossman oversees the cases. Brian S. Behar, Esq.
at Behar Gutt & Glazer, P.A., is the Debtor's legal counsel.
Rodriguez Kinzbrunner & Company, LLC, serves as accountant to the
Debtor.
X-TREME BULLETS: Tax and Trade Bureau's Appeals Junked as Moot
--------------------------------------------------------------
Chief District Judge Miranda M. Du granted the request of debtors
X-Treme Bullets, Inc., Ammo Load Worldwide, Inc., Clearwater
Bullet, Inc., Freedom Munitions, LLC, Howell Machine, Inc., Howell
Munitions & Technology, Inc., Lewis-Clark Ammunition and
Components, LLC and Components Exchange, LLC, to dismiss the first
three of four appeals taken by the United States of America, on
behalf of the Department of the Treasury Alcohol and Tobacco Tax
and Trade Bureau, challenging multiple orders the Bankruptcy Court
issued.
The Debtors specifically challenged TTB's standing to bring the
Appeals and made claims of mootness.
The Debtors filed Chapter 11 petitions for relief in the Bankruptcy
Court on June 8, 2018. Their Chapter 11 bankruptcies were jointly
administered under Bankruptcy Case No. 3:18-bk-50609-BTB.
Appellees include Zions Bancorporation, N.A. dba Zions First
National Bank, which was the Debtors' primary pre-petition secured
creditor.
On July 19, 2018, Zions filed a proof of claim against all
Debtors-Appellees for approximately $17,529,219. Appellee Kash CA,
Inc. acquired from Zions Zions' Secured Claim, and the liens
encumbering the assets of Debtors-Appellees, and non-debtor
affiliates of the Debtors-Appellees, Twin River Contract Loading,
Inc. and Big Canyon Environmental, LLC by paying Zions $8.8 million
cash in September 2019. This agreement between Zion and Kash is
called the Kash Loan Purchase Agreement. A separate agreement --
the Kash Asset Purchase Agreement ultimately resulted in Kash's
purchase of the assets from Debtors-Appellees.
David C. Howell is the principal of each of the Debtors-Appellees.
Howell and the President of Kash, Daniel Kash, had been close
acquaintances and friends for several years in the ammunitions
business. However, according to Kash, Howell had no interest in
Kash's business although he was initially listed as Kash's
designated registered agent in Idaho.
Solely in HMT's bankruptcy case, TTB has asserted its security
interest based on a federal tax lien assessed against non-debtor
Twin River. The Lien was filed in January 2017. It arose from Twin
River's failure to pay federal excise taxes, pursuant to 26 U.S.C.
Sec. 6201, for Twin River's manufacture of ammunition. TTB
ultimately filed a proof of claim in HMT's bankruptcy case to
recover on the Lien and also contended, inter alia, that the
bankruptcy estate had consolidated therein assets of non-debtor
Twin Rivers to which the Lien attached.
TTB's contentions in the Bankruptcy Court were unavailing,
resulting in TTB filing four appeals from four separate orders that
court issued concerning the proceedings and related transactions.
All four appeals have been consolidated under the lead case number,
Case No. 3:19-cv-00637-MMD. TTB separately appealed the Bankruptcy
Court's order disallowing the TTB Claim ("Disallowance Order") --
fourth appeal. The District Court has ruled on that appeal, finding
the Bankruptcy Court abused its discretion in failing to make
sufficient findings in disallowing the TTB Claim.
On the first appeal, TTB challenged the Bankruptcy Court's decision
to grant Debtors-Appellees' motion requesting that the Bankruptcy
Court approve three settlement agreements: the Zions Settlement
Agreement; the Kash Settlement Agreement; and the Howell Settlement
Agreement. TTB objected to the Compromise Motion in the Bankruptcy
Court proceedings. The Debtors-Appellees argued that the opposition
was meritless and that there was good cause to grant the relief
requested in the Compromise Motion. A hearing was held concerning
the Compromise Motion on August 18, 2019. After the parties'
arguments at the hearing, the Bankruptcy Court decided to grant the
Compromise Motion.
The second appeal involved the Bankruptcy Court's order approving
the sales procedures for the sale of Debtors-Appellees' property
("Sales Procedures Order"). The Sales Procedures Memorandum
proposed to sell substantially all of the assets and properties of
Debtors-Appellees, including without limitation, Debtors-Appellees'
furniture, fixtures, equipment, inventory, intellectual property
rights, and accounts receivable associated with the operation of
their businesses (the "Marketed Assets"). A hearing was held at
which TTB argued its objections to the Sales Procedure Memorandum.
After that hearing the Bankruptcy Court entered the Sales
Procedures Order. That order approved the Sales Procedures
Memorandum and the sales and bidding procedures set forth therein
as governing "the proceedings for the sale of substantially all of
the assets and properties of the Debtors, including without
limitation, any Auction that may be conducted in the Debtors'
cases."
On the third appeal, TTB challenged the Bankruptcy Court’s order
granting the Debtors-Appellees' motion for selling its assets. The
Bankruptcy Court granted Debtors-Appellees' Motion for Order
Authorizing: (1) Sale of Substantially all of the Assets of the
Debtors Free and Clear of Liens and Interests in Accordance with
the Provisions of Asset Purchase Agreement; (2) Assumption and
Assignment of Unexpired Leases and Executory Contracts; and (3)
Rejection of Unexpired Leases and Executory Contracts and
Abandonment of Property ("Sale Motion"). A hearing was held on the
Sale Motion on Oct. 16, 2019. At that hearing, TTB contested, among
other things, Kash being determined a good faith purchaser, putting
on a witness to contend otherwise. In the end the Bankruptcy Court
decided to "allow the sale and overrule the objection."
In their motion to dismiss, the Debtors-Appellees in gist argued:
(1) the Appeals are statutorily moot under Bankruptcy Code section
363(m); and (2) the Appeals are equitably moot. They later added a
contention that TTB lacked standing to pursue the Appeals in their
reply brief.
Upon analysis, the Court concluded that the Appeals are statutorily
moot. The Debtors-Appellees specifically argued the Appeals are
statutorily moot under section 363(m) because TTB indisputably
failed to obtain a stay of the Sale Order, the Sale Transaction has
been closed and fully consummated and the relief granted in the
other orders -- Compromise Order and Sales Procedures Order -- were
all integral to the Sale Transaction. Even considering the narrowed
view of mootness under recent Ninth Circuit case law, the Appeals
are moot under section 363(m).
The District Court agreed with the Debtors-Appellees' argument that
all three orders constituting the Appeals were integral to the sale
and its effectiveness. According to Judge Du, TTB did not expressly
contest Debtors-Appellees' claim of the integrality of the various
orders appealed from, and case law supports that provisions
integral to the sale of assets affect the sale's validity.
In addition, the relief TTB sought on appeal effectively goes back
to ground zero which would necessarily serve to unravel the various
agreements at the heart of the Sale Transaction. Accordingly, the
Court concluded that section 363(m) bars consideration of the
Appeals, unless TTB has been able to successfully challenge the
Bankruptcy Court's finding that Kash is a good faith purchaser.
As to the issue of discovery, the Debtors-Appellees countered that
TTB had sufficient opportunity to take discovery and even if it did
not, TTB could have asked the Bankruptcy Court to take additional
discovery. The District Court found the record supports that the
Bankruptcy Court did not bar TTB from taking additional related
discovery, and TTB did not request it.
In sum, the District Court found that the Appeals are statutorily
moot based on section 363(m).
The appellate cases are in re: HOWELL MUNITIONS & TECHNOLOGY,
INC., AMMO LOAD WORLDWIDE, INC., CLEARWATER BULLET, INC., HOWELL
MACHINE, INC., FREEDOM MUNITIONS, LLC, LEWIS-CLARK AMMUNITION
COMPONENTS, LLC, and COMPONENTS EXCHANGE, LLC, Jointly
Administrated Debtors. UNITED STATES OF AMERICA DEPARTMENT OF THE
TREASURY ALCOHOL AND TOBACCO TAX AND TRADE BUREAU, Appellant, v.
X-TREME BULLETS, INC., AMMO LOAD WORLDWIDE, INC., CLEARWATER
BULLET, INC., FREEDOM MUNITIONS, LLC, HOWELL MACHINE, INC., HOWELL
MUNITIONS & TECHNOLOGY, INC., LEWIS-CLARK AMMUNITION COMPONENTS,
LLC, COMPONENTS EXCHANGE, LLC, KASH CA, INC.; DAVID HOWELL, Z.B.
N.A. dba ZIONS FIRST NATIONAL BANK, CFO SOLUTIONS, LLC dba ADVANCED
CFO, Matthew McKinlay and Valerie Grindle, Appellees, Nos.
3:19-cv-666-MMD, 3:19-cv-667-MMD, 3:20-cv-00117-MMD (D. Nev.).
A copy of the Court's Order is available at https://bit.ly/34obJ4s
from Leagle.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 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 estimated 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.
ZACHAIR LTD: Seeks to Hire Womble Bond as Special Counsel
---------------------------------------------------------
Zachair, Ltd. seeks approval from the U.S. Bankruptcy Court for the
District of Maryland to hire Womble Bond Dickinson (US) LLP as its
special counsel.
The Debtor needs the firm's legal assistance in connection with a
lawsuit filed against it by PD Hyde, LLC involving a contract to
purchase its real property in Prince George's County, Md. The firm
will also render services as conflicts counsel, if necessary.
Womble Bond's billing rates range from $265 to $710 per hour for
associates and $325 to $925 per hour for the partners of the firm.
The rates for paralegals range from $50 to $475 per hour.
The following are the firm's attorneys who are expected to have
primary responsibility for providing services to the Debtor:
Jeffrey L. Tarkenton $690
Louis Rouleau $685
Chris Schafbuch $390
Womble Bond has required a retainer in the amount of $70,000.
Jeffrey Tarkenton, Esq., a partner at Womble Bond, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jeffrey L. Tarkenton, Esq.
Womble Bond Dickinson (US) LLP
1200 Nineteenth Street NW Suite 500
Washington D.C. 20036
Telephone: (202) 467-6900
Facsimile: (202) 467-6910
Email: jeffrey.tarkenton@wbd-us.com
About Zachair Ltd.
Clinton, Md.-based Zachair, Ltd. was formed by Dr. Nabil Asterbadi
to acquire Hyde Field, an airport for commercial and general
aviation. Hyde Field is located near Andrews Air Force Base,
National Harbor, Downtown Washington DC, and nearby Northern
Virginia. It offers a 3000' lighted runway with a day and night
instrument approach. For more information, visit
http://www.hydefield.com/
Zachair filed a Chapter 11 petition (Bankr. D. Md. Case No.
20-10691) on Jan. 17, 2020. In the petition signed by Zachair
President Nabil J. Asterbadi, Debtor was estimated to have $10
million to $50 million in assets and $1 million to $10 million in
liabilities.
Judge Thomas J. Catliota oversees the case.
Whiteford Taylor & Preston, LLP is Debtor's legal counsel.
[*] 2020 May Set Retail Bankruptcies Record, Says BDO Research
--------------------------------------------------------------
Anne Flynn Wear of Home Textile Today reports that according to
research from BDO, an international network of business advisory
firms, 2020 is likely to set the record for the highest number of
retail bankruptcies and store closures in a single year.
The BDO report shows that the COVID-19 pandemic has greatly
accelerated the rate of retail bankruptcies with 18 retailers
filing for Chapter 11 bankruptcy in the first half of 2020 alone.
In the home category, Art Van Furniture is the only full-line home
furnishings retailer to declare bankruptcy this year, according to
the report. The others in the category listed as filing Chapter 11
are Pier One, Sur La Table, Olde Time Pottery and Tuesday Morning.
Individual store closures have also climbed, with almost 10,000
store closings through mid-August. With a current 29 bankruptcy
filings in 2020, this year is on-pace to rival 2010, following the
Great Recession, which resulted in 48 total bankruptcy filings.
"Retailers need to reflect on the challenges faced in the first
part of the year, focus on new product categories, and double down
on digital- and hygiene-centric trends in the lead-up to the
holiday season," said David Berliner, partner at BDO New York.
Bed Bath & Beyond leads the home category in store closures with
200 announced for this year, and Macy's department store has also
announced the closing of more than 50 stores.
The research revealed that the majority of store closures have
taken place in malls, which have seen far less foot traffic due to
sustained COVID-19 disruption.
"Shifting consumer spending habits driven by the pandemic have
added pressure for retailers to minimize their physical footprints
and move toward more digital and omnichannel customer experiences,"
said Berliner.
With discretionary spending down overall, research firm eMarketer
projects a 10.5% decline in total U.S. retail sales this year with
the losses partially offset by an 18% increase in e-commerce
sales.
Looking toward the future, the BDO report said retailers need to be
prepared for a prolonged period of limited discretionary spending
since many Americans are furloughed, unemployed or worried about
future unemployment or continued pay cuts.
The analysts at BDO suggest that properly predicting and
understanding the rapidly changing consumer preferences will be a
necessity. This includes making sure that all e-commerce operations
are prepared for record levels of traffic during the upcoming
holiday season, including the availability of stock and dependable
last-mile delivery, especially when it comes to home furnishings.
Even after a COVID-19 vaccine is accessible, BDO analysts said
retailers should expect consumers to be concerned about the safety
of in-store shopping. The research suggests that retailers who are
nimble and who rely on data to better understand their customers
will be more successful moving into 2021.
[*] NY Restaurants That Closed, Filed for Bankruptcy Due to Covid
-----------------------------------------------------------------
Fatima Khaled of The Street provided a list of restaurants in New
York City that have closed and filed for bankruptcy since the
coronavirus pandemic began in March 2020.
Closed:
1. The Paris Cafe
The South Street Seaport landmark that has survived the severe from
Hurricane Sandy and has been open since 1873, The Paris Café
permanently closed in May 2020.
"Through no fault of anyone but the outbreak of this virus we are
unable to forge a way forward that makes economic sense. We had no
option but to close our doors," the owners said on their Facebook
page.
2. Lucky Strike
One of the oldest members in the Keith McNally collection of
French-American bistros Lucky Strike closed permanently after
serving in Soho for over 30 years. McNally said that it was
difficult to economically sustain the restaurant due to COVID-19
and that he couldn't find a financial way out of it to keep the
restaurant running.
3. Momofuku Nishi
The five-year restaurant Momofuku Nishi was already operating on a
thin profit margin before being impacted by the pandemic, the
company said in a statement. The restaurant didn't open for takeout
or delivery due to concerns about safety. The restaurant said that
and investments needed to resume safe operations were
"significant," including developing new personal protective
equipment.
In efforts to keep their business afloat before closing, Momofuku
Nishi negotiated with landlords for lower rent and changed the
service model, but it couldn't sustain the business with a lack of
rent relief. In March, the restaurant launched the Momofuku
Blutetape Fund to support the working teams through $400,000 in
aid.
4. Houdini Kitchen Laboratory
Lauded by the New York Times as "one of the coolest spaces in the
city," Houdini Kitchen Laboratory closed by the end of August after
serving for six years. Their closure is attributed to COVID-19 and
its impact on the restaurant industry that is "already suffering,"
said owner Massimilano Bartoli said in a video.
5. Kurry Qulture
In July, Astoria-based Indian restaurant Kurry Qulture announced
that it will close for good after serving for five years. Owner
Sonny Solomon said that he was unable to sustain his business under
COVID-19 restrictions as the restaurant heavily relied on its
indoor dining. The restaurant was offering takeout services
earlier in the lockdown, but it didn't generate enough revenue to
keep the business afloat, according to Solomon.
6. Pepper Lunch
The Japanese steakhouse Pepper Lunch permanently closed all of its
New York City locations due to financial stress from COVID-19,
reported Eater New York. On a letter hung up on their restaurant
doors, the owners said that they considered all the ways that would
help them reopen and "tried to approach the issue from every angle
possible."
Filed for Bankruptcy:
1. Mr. Bing
The fast-casual Asian restaurant in New York City that specializes
in Chinese street food, announced in August the closure of all six
of its units. In April 2020, the chain filed for Chapter 7
bankruptcy, and owner Brian Goldberg told media that the chain was
losing money since January when COVID-19 first began in Wuhan,
China. He said that his restaurant suffered from the bias that
associated Asian restaurants with the virus long before many diners
shut down due to the pandemic lockdowns. By the end of February, 40
staffers in all six locations were laid off. Mr. Bing had locations
insider four college campuses’ dining halls and two locations in
the city.
2. Fig & Olive
In July, the upscale restaurant Fig & Olive filed for bankruptcy
protection after furloughing over 700 employees since March and
reduced salaries, according to Bloomberg. The restaurant has
locations in Washington, D.C., and Los Angeles, among others. Fig &
Olive said on their website that they will temporarily close and
will not offer delivery or pick-up service until "it is safe to do
so." In April 2020, Alexis Blair, CEO, joined TheStreet to discuss
the coronavirus pandemic, its impact on the restaurant industry and
her thoughts on the $2 trillion stimulus package.
3. Le Pain Quotidien
The operator of 98 Le Pain Quotidien restaurants, filed for
bankruptcy in May. The Belgian-based bakery chain said it will sell
off the U.S. arm for $3 million to Aurify Brands. The purchase will
allow 35 of its 98 U.S. restaurants to reopen but more than
two-thirds of its restaurants will permanently close. Few locations
remain open in New York at Upper Westside and East Side Manhattan.
*********
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
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
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
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2020. All rights reserved. ISSN: 1520-9474.
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*** End of Transmission ***