/raid1/www/Hosts/bankrupt/TCR_Public/201026.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, October 26, 2020, Vol. 24, No. 299
Headlines
1400 NORTHSIDE: U.S. Trustee Appoints Creditors' Committee
41-23 HAIGHT: Committee Hires Rosner Law as Special Counsel
712 TIMBER LLC: Seeks to Hire Frost & Associates as Counsel
712 TIMBER PITT 1: Seeks to Hire Frost & Associates as Counsel
712 TIMBER PITT 2: Seeks to Hire Frost & Associates as Counsel
A.R.M. OPCO: Stipulation with Canton Rejecting Property Lease OK'd
ABSS ADVENTURE: Seeks to Hire Hoff Law as Bankruptcy Counsel
ACME HOLDINGS: Seeks to Hire WNY Commercial as Real Estate Broker
AMC ENTERTAINMENT: Wants to Buy Back Theaters from Rival Firm
AMERICAN AIRLINES: Fitch Cuts Rating on 2013-1 Class A Certs to BB
ANAMARIE AVILA FARIAS: $632.5K Sale of Martinez Property Approved
ANDREW N. KORNSTEIN: $1.4M Sale of Fairfield Property Approved
ASCENA RETAIL: Seeks Approval to Hire KPMG LLP as Tax Consultant
ASCENA RETAIL: Seeks to Hire CBRE as Real Estate Broker
ASTRIA REGIONAL: Court OKs Sale of Hospital to Yakima
BASANITE INC: Has $781,000 Net Loss for the Quarter Ended June 30
BASIC ENERGY: Discloses Substantial Going Concern Doubt
BEL AIRE PROPERTIES: Seeks to Hire Anderson & Karrenberg as Counsel
BEN CLYMER'S: Trustee Seeks to Hire Braun Inc. as Broker
BENNINGTON CORPORATION: Trustee Hires Arthur Lander as Accountant
BENNINGTON CORPORATION: Trustee Taps Stinson LLP as Counsel
BETTER HOUSING: Nov. 3 Bid Deadline Set for South Side Auction
BHF CHICAGO: Oct. 27 Hearing on Bid Procedures for All Assets
BIO-KEY INTERNATIONAL: Has $1.6M Net Loss for the June 30 Quarter
BIOCORRX INC: Reports $738K Net Loss for the Quarter Ended June 30
BIOHITECH GLOBAL: Posts $3.4-Mil. Net Loss for the June 30 Quarter
BL RESTAURANT: Inside Bankruptcy Emergence Process & $82.5M Sale
BLESSINGS INC: Seeks to Hire Keegan Linscott as Consultant
BLESSINGS INC: Seeks to Hire Smith & Smith as Legal Counsel
BON VIEW: Seeks to Hire Crowley Law as Legal Counsel
BOUCHARD TRANSPORTATION: $29M Financing Has Interim Approval
BOY SCOUTS: Victim Coalition Will Have Part in Chapter 11 Talks
BRIGHT MOUNTAIN: Appoints Pamela Parizek to the Board of Directors
BURKE MOUNTAIN: Seeks to Hire Crowley Law P.C. as Attorney
CALIFORNIA RESOURCES: Hires Deloitte to Provide Tax Services
CALIFORNIA RESOURCES: Taps Deloitte Transaction as Valuation Expert
CAMBER ENERGY: Has $1.6M Net Loss for the Quarter Ended June 30
CAN B CORP: Net Losses Cast Substantial Going Concern Doubt
CANNABIS SATIVA: Reports $462,000 Net Loss for the June 30 Quarter
CAPITAL SENIOR: Posts $12.8-Mil. Net Loss for the June 30 Quarter
CARDINAL PARENT: Moody's Assigns B3 CFR, Outlook Stable
CAREVIEW COMM: Losses, Debt Maturities Cast Going Concern Doubt
CARIBBEAN TRADING: Seeks to Hire Estrella LLC as Bankruptcy Counsel
CARVER BANCORP: Grosses $948K From Stock Offering
CEDAR MART: Trustee Hires Sherman & Yaquinto as Legal Counsel
CENTER CITY HEALTHCARE: Aims for Smooth Chapter 11 Plan Path
CENTURY 21: Seeks to Hire Stretto as Administrative Advisor
CENTURY 21: Taps Hilco IP Services as IP Consultant
CENTURY ALUMINUM: Issues WARN Notice at Mt. Holly, SC Smelter
CHECKMATE COMMUNICATIONS: Case Summary & 20 Unsecured Creditors
CHESAPEAKE ENERGY: Committee Taps Opportune as Valuation Consultant
CHESAPEAKE ENERGY: Cuts 15% of Workforce
CHESAPEAKE ENERGY: Litigation Claimants Object to Amended Outline
CHESAPEAKE ENERGY: Regulator Backs ETC in Pipeline DIspute
CHESAPEAKE ENERGY: Tributary Resources Objects to Plan Disclosures
CLEARPOINT CHEMICALS: Finoric, 2 Others Appointed to Committee
CLEVELAND BIOLABS: Issues Shareholder Letter
COSI INC: Seeks to Hire Citrin Cooperman as Accountant
COSMOLEDO LLC: Committee Taps Getzler Henrich as Financial Advisor
COSTA HOLLYWOOD: Lender Buys Beach Resort for $43M
DEAN & DELUCA: Creditors Committee Questions Insider Plan
DEAN & DELUCA: Unsecureds Will Recover 0% to 20% in Plan
DEGROFF RX: Seeks Approval to Hire Zeldes Needle as Legal Counsel
DESOTO OWNERS: Seeks to Hire Nutovic & Associates as Counsel
DIFFUSION PHARMACEUTICALS: Appoints Dr. Chris Galloway as CMO
DIOCESE OF CAMDEN: Appears on Hearing of First Day Motions
DIOCESE OF CAMDEN: Other NJ Dioceses Could Also File for Bankruptcy
DIOCESE OF ROCKVILLE: Taps Reed Smith as Special Insurance Counsel
EBONY MEDIA: Seeks to Hire FTI Capital as Financial Advisor
EBONY MEDIA: U.S. Trustee Unable to Appoint Committee
ENERGY ALLOYS: Seeks to Hire Moelis & Company as Investment Banker
ESPORTS USA: Valhalla Esports Lounge in Chapter 11 Bankruptcy
FREEDOM DEVELOPMENT: Hires Colliers International as Broker
FREEDOM DEVELOPMENT: Hires Jordan & Zito as Counsel
FRICTIONLESS WORLD: Trustee Seeks to Hire Dickensheet as Auctioneer
FRICTIONLESS WORLD: Trustee Taps Faegre Drinker as Legal Counsel
FT. MYERS ALF: Hires Commercial Property as Real Estate Broker
GB SCIENCES: Extends $4.35M Payment Deadline to December 2020
GB SCIENCES: Seeks Patent Protection for Machine Learning Tool
GIOVANNI & SONS: Seeks to Hire Garcia Espinosa as Accountant
GOLDEN HOTEL: Seeks to Hire Smiley Wang-Ekvall as Legal Counsel
GREER FARMS: Seeks to Hire Klenda Austerman as Counsel
GREER FARMS: U.S. Trustee Unable to Appoint Committee
GREYSTONE SELECT: Fitch Assigns BB- LongTerm IDR, Outlook Stable
GREYSTONE SELECT: Moody's Assigns Ba2 CFR, Outlook Stable
GTM REAL ESTATE: Case Summary & 2 Unsecured Creditors
HELIUS MEDICAL: To Raise $3.4 Million in Private Placement
HERTZ GLOBAL: Will Shut Down Nationwide Sales Locations Temporarily
HOLLYWOOD FOR CHILDREN: Taps SulmeyerKupetz as Bankruptcy Counsel
HOSANNA BUILDING: Seeks to Hire Bartolone Law as Legal Counsel
HRB PROPERTIES: Seeks to Hire Caddell Reynolds as Legal Counsel
IMPRESA HOLDINGS: Hires Duff & Phelps as Investment Banker
IMPRESA HOLDINGS: Hires Morris Nichols as Bankruptcy Counsel
IMPRESA HOLDINGS: Hires Stretto as Administrative Advisor
IMPRESA HOLDINGS: Seeks to Hire Ordinary Course Professionals
INDUSTRIAL CRANE: Seeks to Hire Sheehan and Ramsey as Counsel
INTERSTATE COMMODITIES: Asks Court's Approval to Sell 45 Railcars
IRON HORSE: U.S. Trustee Unable to Appoint Committee
IT'SUGAR FL: U.S. Trustee Appoints Creditors' Committee
JAMES SKEFOS: Trustee's $120K Memphis Properties Sale to Muir OK'd
JAMES SKEFOS: Trustee's $192K Memphis Properties Sale to NMDC OK'd
JEMA GROUP: Seeks to Hire Gavel Bankruptcy Law as Counsel
JRNA INC: Seeks Court Approval to Hire Accountant
K & L TRAILER LEASING: Trustee Seeks to Hire Special Counsel
KB US HOLDINGS: Sale of Balducci's & Kings Poised for Approval
KENTUCKY BIOSCIENCE: $30K Sale of 8 Orthman Conveyors to Arkin OK'd
KRIEGER CRAFTSMEN: Seeks to Hire Nienhuis Financial as Accountant
KRIEGER CRAFTSMEN: Taps Gantry Business as Financial Advisor
KRIEGER CRAFTSMEN: Taps Keller & Almassian as Legal Counsel
LBI MEDIA: Lenard Liberman Back, In Puerto Rico
LE TOTE: Seeks to Hire Nfluence Partners as Investment Banker
LEE'S FOODSERVICE: Hires Crane Simon as Bankruptcy Counsel
LILIS ENERGY: Signs $3.75 Mil. Settlement With Equity Holders
LIVINGWAY CHRISTIAN: Seeks to Hire Lansing Roy as Legal Counsel
MALLINCKRODT PLC: DVHCC Responds to Bankruptcy Filing
MALLINCKRODT PLC: Rockford Seeks Rep on Bankruptcy Committee
MARINER SEAFOOD: Committee Taps Casner & Edwards as Legal Counsel
MARTIN MIDSTREAM: Robert Bondurant Appointed as President & CEO
MARYLAND ECONOMIC: Moody's Cuts $15.8MM Series 2016 Bonds to Ba1
MCAFEE LLC: Fitch to Rate LongTerm IDR 'BB-(EXP)', Outlook Stable
METAL PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
MIKE HONOVICH: Seeks to Hire Kiester Ciccone as Special Counsel
MLAC CASTLE ATLANTA: Sets Bid Procedures for Atlanta Property
MONTMARTRE INC: Seeks to Hire CliftonLarsonAllen as Accountant
MOREAUX TRANSPORTATION: Hires Gold Weems as Legal Counsel
MOREAUX TRANSPORTATION: Hires Stout Risius as Financial Advisor
MUSCLEPHARM CORP: Enters Into $3M Revolving Promissory Note with CE
NEWSTREAM HOTEL: Seeks to Hire Ferguson Braswell as Special Counsel
OLYMPIC RESTAURANTS: Seeks Court Approval to Hire Legal Counsel
ONEJET INC: FBI Probing CEO & Co-Founder of Defunct Airline
ONEWEB GLOBAL: Gets Green Light From FCC for 1,300 New Satellites
ONEWEB GLOBAL: Third Amended Joint Plan Confirmed by Judge
ONEWEB GLOBAL: Unsecureds to Recover 7.6% to 9.1% in Plan
PACIFICO NATIONAL: Seeks to Hire Lawley & Associates as Accountant
PARK AVENUE: Case Summary & 20 Largest Unsecured Creditors
PARSLEY ENERGY: Moody's Reviews Ba2 CFR for Upgrade
PENNSYLVANIA REAL ESTATE: May Still Face Bankruptcy
PHARMAGREEN BIOTECH: Out of Chapter 11; Business to Move Forward
PNEUMA INTERNATIONAL: Taps Fuller Law as Legal Counsel
POET TECHNOLOGIES: Signs Definitive Agreement to Form Joint Venture
PRIDE AIRCRAFT: Seeks to Hire Karl K. Barnes as Accountant
PRINTEX INC: Seeks Approval to Hire Financial Consultant
PS OF DENVER: Seeks to Hire Buechler Law as Counsel
REMINGTON OUTDOOR: Judge Proposes Streamlined Bankruptcy Exit
RGN-GROUP HOLDINGS: Hires Faegre Drinker as Legal Counsel
RONALD A. GOODWIN: $747K Sale of Wichita Property Approved
ROYAL ALICE: Trustee Hires Kelly Hart Pitre as Bankruptcy Counsel
RUBY TUESDAY: Gets Two-Month Rent Payment Deferral in Chapter 11
RYFIELD PROPERTIES: Hires Coldwell Banker as Broker
SCOTTS HOOK: Blames Pandemic for Bankruptcy Filings
SIMPLE SITEWORK: Hires Baity & Associates as Pay Enrolled Agent
SPEEDCAST INT'L: Secured Creditors Asks Court to Reject Sale
STAGE STORES: Completes Bankruptcy Court-Approved Sales of Assets
STREET LEVEL: Hudson Mercantile Files for Bankruptcy Protection
STUDIO MOVIE: Case Summary & 30 Largest Unsecured Creditors
SUGARLOAF HOLDINGS: Trustee Taps Jim Riley as Consultant
SUMMIT MIDSTREAM: Leonard Mallett to Quit as General Partner COO
SUN PACIFIC: Noteholder Extends Forbearance Until January 2021
SUR LA TABLE: Wins Bankruptcy Plan Court Approval After $90M Sale
TAILORED BRANDS: 3 Landlords Join in Objections to Disclosures
TAILORED BRANDS: Class 5(b) Unsecureds to Recover 1.3% in Plan
TAILORED BRANDS: Committee Hires Integra Realty as Valuation Expert
TAILORED BRANDS: Court Approves Disclosure Statement
TAILORED BRANDS: David's Bridal Objects to Disclosure Statement
TAILORED BRANDS: Toxic Uniform Claimants Oppose Twin Hill Stay
TARGET DRILLING: Seeks Court Approval to Hire Bankruptcy Counsel
TG SERENITY: Seeks to Hire Whiteford Taylor as Legal Counsel
THERMASTEEL INC: Trustee Taps Carla R. Webb as Accountant
TIBCO SOFTWARE: Fitch Affirms 'B' LT IDR & Alters Outlook to Neg.
TNP 3745: Seeks to Hire Shulman Bastian as Bankruptcy Counsel
TOWN SPORTS: Gets Final Court Approval to Tap $32 Mil. Loan
TRAVERSE CITY: Seeks to Hire Dennis Gartland as Accountant
TRUE RELIGION: Exits Chapter 11 Bankruptcy
US REAL ESTATE: Seeks to Hire Phillips & Thomas as Counsel
VALARIS PLC: Seeks Court Approval to Pay $11M Bonuses to Top Execs
VEREGY CONSOLIDATEED: Moody's Assigns B2 CFR, Outlook Stable
VICTORIA TOWERS: Gets Approval to Hire Macco Law as Legal Counsel
VIRGINIA-HIGHLAND: Hudson Grille Sandy Springs Seeks Chapter 11
VIVUS INC: Nov. 5 Hearing on Bid Procedures for All Business Assets
WAVE COMPUTING: Files Dual-Track Chapter 11 Bankruptcy Plan
WELLFLEX ENERGY: Case Summary & 20 Largest Unsecured Creditors
WESTERN ROBIDOUX: Modifies HQ Lease from Burri Properties
WEWORK COMPANIES: Fitch Cuts LongTerm IDR to 'CCC'
WILLCO X DEVELOPMENT: Hires EasonLaw as Litigation Counsel
WILLCO X DEVELOPMENT: Hires Weinman & Associates as Attorney
WILLCO XII: Seeks to Hire EasonLaw as Litigation Counsel
WILLCO XII: Seeks to Hire Goff & Goff as Legal Counsel
WISCONSIN APPLE: Applebee's Franchise Owner Enters Chapter 11
WOODBINE FAMILY: Seeks Court Approval to Hire Legal Counsel
YOGAWORKS INC: Gets Court Nod to Tap New Financing, Pursue Sale
YOUNGEVITY INTERNATIONAL: Declares Q4 Dividend on Preferred Stock
YOUNGEVITY INTERNATIONAL: Nasdaq Grants Extension of Automatic Stay
YUMA ENERGY: Chapter 11 Filing Converted to Chapter 7 Liquidation
[*] 47 Hospitals Closed, Filed for Bankruptcy This Year
[*] 8 Legacy Retailers That Ended Up in Bankruptcy in 2020
[*] Lovee Sarenas Joins Sklar Kirsh's Bankruptcy Practice
[*] Navid Kohan Recognized as America's Most Honored Lawyers
[*] Nichola Timmons Named Chief of Newly-Formed Bankruptcy Office
[^] BOND PRICING: For the Week from October 19 to 23, 2020
*********
1400 NORTHSIDE: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------------
The U.S. Trustee for Region 21 on Oct. 21, 2020, appointed a
committee to represent unsecured creditors in the Chapter 11 cases
of 1400 Northside Drive, Inc. and Cummins Beveridge Jones II, the
company's chief executive officer and chief financial officer.
The committee members are:
1. Taylor Addy
c/o Charles Bridgers
101 Marietta Street
Suite 2650
Atlanta, GA 30303
2. Robert Casey
c/o Charles Bridgers
101 Marietta Street
Suite 2650
Atlanta, GA 30303
3. Zachary Chastain
c/o Charles Bridgers
101 Marietta Street
Suite 2650
Atlanta, GA 30303
4. Travis Delduca
c/o Charles Bridgers
101 Marietta Street
Suite 2650
Atlanta, GA 30303
5. Matthew Frank
1620 Concorde Meadows Drive
Smyrna, GA 30082
6. Joseph Leggett
2634 Beechwood Drive
Marietta, GA 30062
7. Roger Wilson
c/o Charles Bridgers
101 Marietta Street
Suite 2650
Atlanta, GA 30303
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About 1400 Northside Drive
1400 Northside Drive, Inc., owner of a male strip club known as
Swinging Richards, filed a voluntary Chapter 11 petition (Bankr.
N.D. Ga. Case No. 19-56846) on May 2, 2019. The case is jointly
administered with the Chapter 11 case filed by Cummins Beveridge
Jones II (Bankr. N.D. Ga. Case No. 19-20853), the Debtor's chief
executive officer and chief financial officer.
At the time of the filing, 1400 Northside Drive was estimated to
have $50,000 to $100,000 in assets and $1 million to $10 million in
liabilities. Judge James R. Sacca oversees the case. Paul Reece
Marr, P.C., is the Debtor's legal counsel.
41-23 HAIGHT: Committee Hires Rosner Law as Special Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of 41-23 Haight
Street Realty, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of New York to retain The Rosner Law
Group LLC, as its special counsel.
The firm's services will include assisting the Committee and its
other professionals in conducting the Committee's investigation by
providing technical and legal interpreting and translating
services. Zhao (Ruby) Liu, Esq., who is fluent in Mandarin and has
a deep understanding of Chinese culture, has a specialty practice
at the firm representing Chinese vendors, investment bankers, EB5
investors and other Chinese entities in connection with chapter 11
bankruptcy proceedings.
Mr. Liu will be primarily responsible for services provided to the
Committee. He will charge $350 per hour for his services.
The firm's attorneys are "disinterested" as defined in Section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Zhao (Ruby) Liu, Esq.
The Rosner Law Group LLC
824 Market Street, Suite 810
Wilmington, DE 19801
Tel: 302-777-1111
Fax: 302-319-6318
About 41-23 Haight Street Realty
41-23 Haight Street Realty, Inc. is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B).
On June 4, 2019, an involuntary Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 19-43441) was filed against 41-23 Haight Street
Realty, Inc. by petitioning creditors, Wen Mei Wang, Xian Kang
Zhang, and Yu Qing Wang. Judge Nancy Hershey Lord oversees the
case.
Victor Tsai, Esq., is Debtor's legal counsel.
On Aug. 12, 2019, the court appointed Gregory Messer as Chapter 11
trustee for Debtor's estate. The trustee is represented by LaMonica
Herbst & Maniscalco, LLP.
On July 17, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors. Gleichenhaus, Marchese &
Weishaar, PC serves as the committee's legal counsel.
712 TIMBER LLC: Seeks to Hire Frost & Associates as Counsel
-----------------------------------------------------------
712 Timber, LLC, seeks authority from the US Bankruptcy Court for
the District of Columbia to hire Frost & Associates, LLC as its
bankruptcy counsel.
The firm will render these legal services to the Debtor:
(a) advise Debtor regarding its powers and duties in the
operation of its business and the management of its properties
pursuant to the Bankruptcy Code.
(b) prepare legal papers;
(c) assist in analyses and representation with respect to
lawsuits to which the Debtor is or may be a party;
(d) negotiate, prepare, file and seek approval of a plan of
reorganization;
(e) represent the Debtor at all hearings, meetings of
creditors and other proceedings; and
(f) perform all other legal services for the Debtor.
The Debtor paid to Frost an advanced retainer of $25,000 of which
$25,000 was placed in escrow pending approved applications of the
court. The amount of $10,302 was collected for the filing fees.
The Debtor will pay the normal hourly rate charged to bankruptcy
clients of the firm for ordinary legal services, and reimburse for
costs and charges under procedures approved by the court.
Frost & Associates is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Daniel A. Staeven, Esq.
Frost & Associates, LLC
839 Bestgate Road, Suite 400
Annapolis, MD 21401
Telephone: (410) 497-5947
Facsimile: (888) 235-8405
About 712 Timber, LLC
712 Timber, LLC, filed its voluntary petition for relief under
Chapter 11, Subchapter V of the Bankruptcy Code, (Bankr. D.D.C.
Case No. 20-00400) on Sep. 29, 2020, listing under $1 million in
both assets and liabilities. Daniel A. Staeven, Esq. at FROST &
ASSOCIATES, LLC, serves as the Debtor's counsel.
712 TIMBER PITT 1: Seeks to Hire Frost & Associates as Counsel
--------------------------------------------------------------
712 Timber Pitt 1, LLC, seeks authority from the US Bankruptcy
Court for the District of Columbia to hire Frost & Associates, LLC
as its bankruptcy counsel.
The firm will render these legal services to the Debtor:
(a) advise Debtor regarding its powers and duties in the
operation of its business and the management of its properties
pursuant to the Bankruptcy Code.
(b) prepare legal papers;
(c) assist in analyses and representation with respect to
lawsuits to which the Debtor is or may be a party;
(d) negotiate, prepare, file and seek approval of a plan of
reorganization;
(e) represent the Debtor at all hearings, meetings of
creditors and other proceedings; and
(f) perform all other legal services for the Debtor.
The Debtor paid to Frost an advanced retainer of $25,000 of which
$25,000 was placed in escrow pending approved applications of the
court. The amount of $10,302 was collected for the filing fees.
The Debtor will pay the normal hourly rate charged to bankruptcy
clients of the firm for ordinary legal services, and reimburse for
costs and charges under procedures approved by the court.
Frost & Associates is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Daniel A. Staeven, Esq.
Frost & Associates, LLC
839 Bestgate Road, Suite 400
Annapolis, MD 21401
Telephone: (410) 497-5947
Facsimile: (888) 235-8405
About 712 Timber Pitt 1, LLC
712 Timber Pitt 1, LLC, filed its voluntary petition for relief
under Chapter 11, Subchapter V of the Bankruptcy Code, (Bankr.
D.D.C. Case No. 20-00401) on Sep. 29, 2020, listing under $1
million in both assets and liabilities. Daniel A. Staeven, Esq. at
FROST & ASSOCIATES, LLC, serves as the Debtor's counsel.
712 TIMBER PITT 2: Seeks to Hire Frost & Associates as Counsel
--------------------------------------------------------------
712 Timber Pitt 2, LLC, seeks authority from the US Bankruptcy
Court for the District of Columbia to hire Frost & Associates, LLC
as its bankruptcy counsel.
The firm will render these legal services to the Debtor:
(a) advise Debtor regarding its powers and duties in the
operation of its business and the management of its properties
pursuant to the Bankruptcy Code.
(b) prepare legal papers;
(c) assist in analyses and representation with respect to
lawsuits to which the Debtor is or may be a party;
(d) negotiate, prepare, file and seek approval of a plan of
reorganization;
(e) represent the Debtor at all hearings, meetings of
creditors and other proceedings; and
(f) perform all other legal services for the Debtor.
The Debtor paid to Frost an advanced retainer of $25,000 of which
$25,000 was placed in escrow pending approved applications of the
court. The amount of $10,302 was collected for the filing fees.
The Debtor will pay the normal hourly rate charged to bankruptcy
clients of the firm for ordinary legal services, and reimburse for
costs and charges under procedures approved by the court.
Frost & Associates is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Daniel A. Staeven, Esq.
Frost & Associates, LLC
839 Bestgate Road, Suite 400
Annapolis, MD 21401
Telephone: (410) 497-5947
Facsimile: (888) 235-8405
About 712 Timber Pitt 2, LLC,
712 Timber Pitt 2, LLC, filed its voluntary petition for relief
under Chapter 11, Subchapter V of the Bankruptcy Code, (Bankr.
D.D.C. Case No. 20-00402) on Sep. 29, 2020, listing under $1
million in both assets and liabilities. Daniel A. Staeven, Esq. at
FROST & ASSOCIATES, LLC, serves as the Debtor's counsel.
A.R.M. OPCO: Stipulation with Canton Rejecting Property Lease OK'd
------------------------------------------------------------------
Judge Russ Kendig of the U.S. Bankruptcy Court for the Northern
District of Ohio authorized A.R.M. OPCO, Inc.'s stipulation with
Canton Saratoga One, LLC rejecting lease of the commercial property
located at 3026 Saratoga Avenue, Canton, Ohio, and abandoning the
estate's leasehold interests therein.
The agreements and relief set forth in and accorded by the
Stipulation is ordered, authorized and approved, including without
limitation, it being ordered in all respects consistent with the
Stipulation that (a) the Lease is deemed rejected effective Oct.
31, 2020, (b) the Debtor is deemed to have abandoned the Lease and
its leasehold interest in the Property as being burdensome to its
estate effective Oct. 31, 2020, and (c) the Landlord is granted
relief from the automatic stay to the extent necessary to enable
Landlord to (i) negotiate with the Proposed Purchaser the terms of
the latter's New Property Lease in connection with the Sale Motion,
(ii) upon the Debtor's failure to obtain approval of the sale of
its assets to the Proposed Purchaser pursuant to the Sale Motion,
enable Landlord to (A) negotiate with Austin terms upon which the
Debtor's assets that constitute Austin's collateral may remain in
the Property as provided in the Stipulation, with Austin's and the
Committee's respective rights reserved with respect thereto and/or
(B) negotiate a new lease of the Property with a third-party
tenant, and (iii) take the other actions upon the terms and
conditions of the Stipulation and under applicable law.
The Parties are authorized to take all action necessary or
appropriate to implement the Stipulation.
The Stipulation will become effective immediately upon entry of the
Order.
A copy of the Stipulation is available at
https://tinyurl.com/y3vajvse from PacerMonitor.com free of charge.
About A.R.M. OPCO Inc.
A.R.M. OPCO Inc. is an equipment manufacturer in Canton, Ohio, with
the latest in CNC burning and forming capabilities, assembly bays,
finishing and painting systems all coupled with 3D computer-aided
design. The company manufactures TerrainPro M3, vacuum leaf, snow
and ice control, dump trucks, oil and gas equipment, septic and
pressure vessels, grappler trucks, and parts and service. Visit
https://www.toughequipment.com/ for more information.
A.R.M. OPCO sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ohio Case No. 20-61308) on Aug. 20, 2020. A.R.M.
OPCO President William T. Blackerby Jr. signed the petition. At
the time of the filing, Debtor had estimated assets of $4,270,274
and liabilities of $10,680,090.
Judge Russ Kendig oversees the case.
Anthony J. DeGirolamo, Attorney at Law and Tzangas Plakas & Mannos
Ltd. serve as Debtor's bankruptcy counsel and special counsel,
respectively.
ABSS ADVENTURE: Seeks to Hire Hoff Law as Bankruptcy Counsel
------------------------------------------------------------
ABSS Adventure, LLC seeks authority from the U.S. Bankruptcy Court
for the Southern District of Texas to employ Hoff
Law Offices, P.C., as its counsel.
ABSS Adventure requires Hoff Law to:
(a) advise the Debtor regarding matters of bankruptcy law and
concerning the requirements of the Bankruptcy Code, and Bankruptcy
Rules relating to the administration of this case, and the
operation of the Debtor's estate as a debtor in possession;
(b) represent the Debtor in proceedings and hearings in the
court involving matters of bankruptcy law;
(c) assist in compliance with the requirements of the Office
of the United States trustee;
(d) provide the Debtor legal advice and assistance with
respect to the Debtor's powers and duties in the continued
operation of the Debtor's business and management of property of
the estate;
(e) assist the Debtor in the administration of the estate's
assets and liabilities;
(f) prepare necessary applications, answers, motions, orders,
reports and/or other legal documents on behalf of the Debtor;
(g) assist in the collection of all accounts receivable and
other claims that the Debtor may have and resolve claims against
the Debtor's estate;
(h) provide advice, as counsel, concerning the claims of
secured and unsecured creditors, prosecution and/or defense of all
actions; and
(i) prepare, negotiate, prosecute and attain confirmation of a
plan of reorganization.
Hoff Law Offices will be paid at these hourly rates:
Attorneys $350
Legal Assistants $75
Hoff Law Offices will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jessica L. Hoff, a partner at Hoff Law Offices, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Hoff Law Offices can be reached at:
Jessica L. Hoff, Esq.
HOFF LAW OFFICES, P.C.
1322 Space Park Drive Suite B-128
Houston, TX 77058
Tel: (832) 975-0366
E-mail: jhoff@hofflawoffices.com
About ABSS Adventure, LLC
ABSS Adventure, LLC operates in the amusement and recreation
industries.
ABSS Adventure, LLC sought Chapter 11 protection (Bankr.S.D. Tex.
Case No. 20-34447) on Sep. 4, 2020. The petition was signed by
Sonia Bhimani, partner. The Debtor estimated $1,260,172 in assets
and $1,454,612 in liabilities. Jessica L. Hoff, Esq., at Hoff Law
Offices, P.C., serves as bankruptcy counsel to the Debtor.
ACME HOLDINGS: Seeks to Hire WNY Commercial as Real Estate Broker
-----------------------------------------------------------------
ACME Holdings of N.Y., Inc. seeks approval from the U.S. Western
District of New York to hire WNY Commercial Real Estate Services
LLC as its real estate broker.
WNY will list and advertise for sale the Debtor's real properties
located in the Town of Batavia and County of Genesee. The firm
will receive a maximum of 5 percent of the gross selling price,
plus reimbursement of out of pocket expenses.
The firm has no connections with the Debtor, creditors, and other
parties in interest, according to a court filing.
The firm can be reached through:
Robert Roller
WNY Commercial Real Estate Services LLC
477 Main Street
Buffalo, NY 14203
About Acme Holdings of N.Y.
Acme Holdings of N.Y., Inc. owns an event venue in Batavia, N.Y. It
caters to weddings and receptions, holiday and family gatherings,
corporate events and conventions, and school functions and
fundraisers. Visit http://www.dibbleevents.com/for more
information.
Acme Holdings of N.Y. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 20-10204) on Feb. 5,
2020. At the time of the filing, Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range.
Judge Carl L. Bucki oversees the case.
David H. Ealy, Esq., at Cristo Law Group, LLC, is Debtor's legal
counsel.
AMC ENTERTAINMENT: Wants to Buy Back Theaters from Rival Firm
-------------------------------------------------------------
Matthew Perlman of Law360 reports that AMC Entertainment Holdings
Inc. has told a D.C. district court that it wants to repurchase
several theaters it shed as a condition of Justice Department
approval for its $1.2 billion acquisition of Carmike Cinemas in
2016, saying the buyer has gone into liquidation.
AMC filed an unopposed motion on Aug. 27, 2020, seeking to modify
the final judgment to allow the re-acquisition of 10 theaters it
sold to New Vision Cinemas LLC as a part of a settlement with the
U.S. Department of Justice to allay concerns raised by a deal the
agency said created the nation's largest cinema chain.
The company said in its motion that the COVID-19 pandemic had put
"unprecedented pressure on the theatrical exhibition industry,"
noting the suspension of AMC's U.S. operation in March and the
furloughing of its headquarters staff. New Vision was similarly
forced to shut its doors earlier this year, and the motion said the
upheaval ultimately led to it entering liquidation proceedings last
month.
"The degree of economic hardship currently being experienced by
AMC, New Vision, and the entire theatre exhibition industry is a
unique changed circumstance that could not have been anticipated at
the time the final judgment was entered," the motion said.
New Vision was created by the private equity firm Beekman Group to
buy 16 locations from AMC in 2017, according to a statement from
the time. Thursday's motion said that AMC had to to retain some
financial obligations for leases at 10 of the theaters, where
landlords either refused to release it from liability or where it
had to guarantee the lease obligations in the event New Vision
defaulted.
AMC said that New Vision started an assignment for the benefit of
creditors in Georgia in early July that will result in the
liquidation of its assets, and that several landlords had already
claimed New Vision is in default and are seeking to collect from
AMC.
"The additional significant financial burden resulting from New
Vision defaulting on its obligations will put additional financial
strain on AMC's ability to manage the short- and long-term
viability of its business and the communities it serves," the
motion said.
Instead, AMC is asking the court to allow it to negotiate new lease
agreements with the landlords and to operate theaters at some of
the locations where New Vision has defaulted. The motion argued
that it would be in the public interest for AMC to take over the
theaters, since New Vision won't be able to run them.
"It would benefit consumers by ensuring theatrical exhibition
continues at these locations; it would provide important revenue to
the landlords of these properties to help offset their financial
obligations arising from New Vision's default; and it would provide
important revenue that will help the affected landlords manage the
economic hardship caused by the COVID-19 pandemic," the motion
said.
Representatives for the DOJ did not respond to a request for
comment about AMC's effort on Friday, but the motion said it was
not being opposed.
AMC reached a deal with the DOJ in December 2016 allowing its
purchase of Carmike to proceed with the sale of theaters in 15
markets where the companies overlapped. AMC also agreed to shed the
majority of its interest in pre-show services company National
Cinemedia LLC to head off a potential loss in competition for
cinema advertising.
The acquisition added Carmike's nearly 3,000 screens — located
largely in midsize markets outside large cities — to AMC's stable
of around 5,300 screens, creating a theater chain with a presence
in more than 600 locations spanning 45 states and the District of
Columbia.
At the end of last year, AMC had 636 theaters in the U.S. and 368
internationally, according to its annual report.
The company noted in Thursday's motion that its revenue in the
fourth quarter of 2019 was $1.4 billion but that it has since
"declined to virtually zero." AMC reopened 100 or so locations in
mid-August and has plans to have around 400 operating by early
September, according to recent company statements.
Representatives for AMC and Beekman did not respond to requests for
comment Friday.
AMC is represented by Michael B. Bernstein and Justin P. Hedge of
Arnold & Porter Kaye Scholer LLP
Additional counsel information was not immediately available
Friday.
The case is U.S. v. AMC Entertainment Holdings Inc. et al, case
number 1:16-cv-02475, in the U.S. District Court for the District
of Columbia.
About AMC Entertainment
AMC Entertainment Holdings, Inc., is engaged in the theatrical
exhibition business. It operates through theatrical exhibition
operations segment. It licenses first-run motion pictures from
distributors owned by film production companies and from
independent distributors. The Company also offers a range of food
and beverage items, which include popcorn; soft drinks; candy; hot
dogs; specialty drinks, including beers, wine and mixed drinks, and
made to order hot foods, including menu choices, such as curly
fries, chicken tenders and mozzarella sticks.
AMC operates over 900 theatres with 10,000 screens globally,
including over 661 theatres with 8,200 screens in the United States
and over 244 theatres with approximately 2,200 screens in Europe.
The Company's subsidiary also includes Carmike Cinemas, Inc.
AMC has been forced to close its shutter its theaters when the
Covid-19 pandemic struck in March 2020. It has reopened its
theaters but admissions have been substantially low.
The world's biggest theater chain said in an October filing that
liquidity will be largely depleted by the end of this year or early
next year if attendance doesn't pick up, and it's exploring actions
that include asset sales and joint ventures.
AMERICAN AIRLINES: Fitch Cuts Rating on 2013-1 Class A Certs to BB
------------------------------------------------------------------
Fitch has downgraded multiple tranches of American Airlines'
enhanced equipment trust certificates (EETCs). The rating actions
are being driven by the combined effects of Fitch's recent
downgrade of American's Issuer Default Rating (IDR) to 'B-' from
'B', increased value stress assumptions utilized in Fitch's models,
which reflect the ongoing pressure on the airline industry, and
updated appraisal values that show declining levels of
overcollateralization for certain transactions. Select senior
tranche ratings have been affirmed, reflecting strong levels of
overcollateralization and attractive underlying collateral that
continue to support the existing ratings.
KEY RATING DRIVERS
Class AA and A Ratings:
Fitch has downgraded American's 2017-1 and 2017-2 class AA
certificates to A+ from 'AA/RWN'. The transactions remain well
overcollateralized, however, American's 'B-' IDR is not supportive
of 'AA' category EETC ratings, as specified in Fitch's ratings
criteria. Fitch has also downgraded the 2017-1 and 2017-2 class A
certificates to 'A-' reflecting limited remaining headroom
available for the transactions to continue to pass its 'A' category
stress test. The AAL 2017-2 transaction remains on rating watch
negative as the collateral pool contains 737 MAXs which remain
grounded by the FAA. The transaction may be taken off watch after
the plane is ungrounded.
Former US Airways certificates series 2012-1, 2012-2 and 2013-1
have been affirmed at 'A'. These transactions have amortized
sufficiently that they remain well overcollateralized and continue
to pass Fitch's 'A' category stress scenario with ample headroom.
The 2012-2 and 2013-1 transactions include A330-200s, which are
currently under pressure and are unlikely to play a key role in
American's widebody fleet following the pandemic. Nevertheless, the
A321-200s in those transactions remain core aircraft whose values
are likely to fare relatively well.
Fitch has downgraded American's 2015-1 and 2014-1 class A
certificates to 'BBB' from 'A-'. Both transactions have exposure to
the 777-300ER, which has experienced value decline in recent years
and is likely to remain under pressure due to its role in long-haul
international travel. The transactions continue to pass Fitch's
'BBB' level stress test, but further value declines may precipitate
further ratings downgrades.
The Rating Watch Negative on the 2013-2 class A certificates
reflects a higher level of near-term risk. The 2013-2 transaction
fails to pass Fitch's 'BBB' level stress test until mid-2021, but
is expected to pass the 'A' level stress test thereafter as the
777-200ERs fall out of the collateral pool, and the remaining
collateral pool consists of relatively attractive 737-800s. This
situation creates an elevated risk that senior tranche holders
could experience a shortfall in a bankruptcy scenario in the near
term (which is not Fitch's expectation), but should become
materially overcollateralized and maintain current rating assuming
American avoids financial distress over the next year.
Fitch has downgraded American's 2013-1 class A certificates to 'BB'
from 'BBB. The 2013-1 transaction is solely collateralized by four
777-300ERs and one 777-200ER. Declining values for those aircraft
along with higher stress rates applied in its models cause the
transaction to fail Fitch's 'BBB' level stress test, but continue
to pass a 'BB' level scenario with very limited headroom.
Asset Value Stresses:
Fitch has updated its value stress assumptions across all
transactions to reflect the current state of the aviation industry.
The highest stress rates are being applied to widebody aircraft,
particularly the A330s due to the current pressure on long-haul
travel along with pre-existing concerns about airline demand for
A330s. Fitch has not applied any value stresses that are outside of
the ranges specified in rating criteria, but the firm has generally
increased stresses to the widest part of the ranges. Fitch believes
that its current stress rates remain appropriate despite the
unprecedented levels of disruption to the industry. This is
supported by the agency's expectation that global air traffic will
return to baseline levels over the next several years, and that
retirement of older aircraft and slower deliveries from aircraft
manufacturers will provide a level of support to newer aircraft.
Fitch has moved its 'A' level value stress for the 737-800,
A321-200, and 787-9 to 25% from 20%. Fitch also considered
scenarios using a 30% stress for the 787-9 given current pressure
on widebodies, but no ratings would have been affected at that
higher stress point. 'A' level stresses for the 777-300ER and
787-10 have moved to 30%. A319s have moved from 30% to 35% and
A330-200s have moved from 30% to 40%. Fitch stresses the 737 MAX at
30% to reflect uncertainty around return to service for the
aircraft. Fitch ultimately expects the MAX to return to service and
become a successful model, at which point stress rates may be
reduced. These assumptions lead to stress scenario LTVs as shown.
LTV Summary:
AAL 2017-2 class AA: Base Case - 41%, 'A' Stress Case - 70%
AAL 2017-2 class A: Base Case - 60%, 'A' Stress Case - 94%
AAL 2017-1 class AA: Base Case - 41%, 'A' Stress Case - 70%
AAL 2017-1 class A: Base Case - 60%, Stress Case - 97%
AAL 2015-1: Base Case - 62%, 'BBB' Stress Case - 96%
AAL 2014-1: Base Case - 64%, 'BBB' Stress Case - 95%
AAL 2013-2: Base Case - 71%, 'BBB' Stress Case - 90%
AAL 2013-1: Base Case - 73%, 'BB' Stress Case - 99%
LCC 2013-1: Base Case - 55%, 'A' Stress Case - 85%
LCC 2012-2: Base Case - 53%, Stress Case - 86%
LCC 2012-1: Base Case - 48%, Stress Case - 72%
Loan to value calculations are approximate and reflect the lower of
mean or median of three appraised base values.
Subordinated Tranche Ratings
Fitch has downgraded all of American's class B and Class C
certificates in line with the recent downgrade of American's
corporate rating to 'B-' from 'B'. Fitch notches subordinated
tranche EETC ratings from the airline IDR based on three primary
variables: 1) the affirmation factor (0-3 notches) 2) the presence
of a liquidity facility, (0-1 notch) and 3) recovery prospects (0-1
notch).
American's Class B certificates are rated either 'BB-' or 'BB'. The
'BB-' rated tranches reflect lower affirmation factors based on the
aircraft in the transaction. Tranches rated 'BB' receive a +4-notch
uplift for a high affirmation factor, one notch for the presence of
a liquidity facility, and no notching for recovery. Fitch's
recovery analysis generally assumes 'BB' level value stresses as
defined in the EETC rating criteria. The criteria allow for one
notch of uplift in cases where subordinate tranche recovery is
expected to remain above 91%. Some of American's transactions meet
this threshold, but no notching is applied due to the sensitivity
of the analysis to changes in aircraft values, and the likelihood
of pressures on aircraft values given the current downturn. The US
Airways 2013-1 and 2012-2 class B certificates were downgraded by
two notches, reflecting a one-notch downward adjustment on the
affirmation factor for those transactions. All other class B
certificates were downgraded by one notch to reflect Fitch's recent
downgrade of American's corporate rating.
Affirmation Factor
AAL 2017-1, 2017-2 and 2015-1 each receive +3 notches for a high
affirmation factor. Each contain sizeable numbers of E-175s.
Although the ERJ-175s arguably represent some of the weakest pieces
of collateral, they represent a positive in terms of affirmation
factor. As of year-end 2019 American operated a fleet of over 130
regional jets with 50 or fewer seats. 50 seat regional aircraft are
far more likely to be rejected in a potential restructuring than
brand new ERJ 175s as the smaller planes are more costly to
operate, they do not offer a business class cabin, and they are not
preferred by customers. The ERJ 175 is also more attractive than
either the 66 seat CRJ-700 or the 77 seat CRJ-900 due to the ERJ's
wider cabin, which many travelers prefer.
The 787s in the 2015 and 2017 deals are also strategically
important to American as they replace older 767s and operate with a
much higher level of fuel efficiency.
2014-1
The 2014-1 transaction also has a high affirmation factor (+3
notches). The 2014-1 transaction benefits from having five newer
delivery 777-300ERs. American views the 777-300ER as its premier
wide-body aircraft, and utilizes the plane on its key long-haul
international routes. The high capacity and long-range capabilities
of this plane make it ideal to serve slot constrained airports such
as Heathrow, JFK and Tokyo Narita. Although large widebody aircraft
like the 777 will have more limited use over the next few years as
international travel remains depressed, Fitch believes that they
will continue to serve a key role for large network carriers such
as American over the longer. Importantly, the 300ER is the only
+300 seat aircraft in its widebody line-up. American has also
already announced the retirement of its A330-300s, which had a
similar seating capacity as the 777-300ERs, leaving the 777s with a
more prominent role in the remaining fleet.
2013-2
The affirmation factor for 2013-2 has deteriorated over time as
aircraft have fallen out of the collateral pool and as the aircraft
have aged. This transaction originally consisted of 75 planes,
representing a significant portion of American's total fleet. The
pool is now down to 46 aircraft, 19 of which will fall out of the
pool in July 2021. However, the remaining aircraft consist of 2009
and 2010 vintage 737-800s, which are core to American's narrowbody
fleet.
LCC 2012-2 and 2013-1
In previous reviews of LCC 2012-2 and 2013-1 Fitch assigned a
'high' affirmation factor (+3 notches). Fitch has revised the
affirmation factor for these transactions to moderate (+2). The
high affirmation factor was largely based around the inclusion of
A330-200s in the collateral pool, which were expected to play an
ongoing role in American's widebody fleet due to their young age
relative to the large number of older widebodies in American's
fleet that were in need of replacement. However, the pandemic has
changed the landscape around the necessity for widebody aircraft.
The A330-200s in these transactions were acquired through the
merger with US Airways and they make up a small sub-fleet within
American's overall fleet structure. As American works to simplify
its fleet, the A330-200s are unlikely to have a core long-term
role. The remaining collateral in these pools consists of
A321-200s, which are good aircraft but are insufficient by
themselves to support a high affirmation factor. The LCC 2012-1
transaction, secured by a small fleet of A321s, also has a
'moderate' affirmation factor.
DERIVATION SUMMARY
The certificates rated 'A+' are one notch higher than ratings for
several class A certificates issued by other carriers. Stress
scenario LTVs for 2017-1 and 2017-2 remain low and continue to
support the 'A+' rating. Class A certificates that are rated 'A'
compare well with issuances from United, Air Canada and British
Airways that are also rated 'A'. Rating similarities are driven by
similar levels of overcollateralization and high-quality pools of
collateral. Class A certificates rated at 'A-' are a notch lower
than several other comparable issuances primarily due to weaker
levels of overcollateralization.
The 'BB' ratings on the class B certificates are derived through a
four-notch uplift from American's IDR. The four-notch uplift
reflects a high affirmation factor, benefit of a liquidity facility
and no benefit for recovery expectations. The class B certificates
rated 'BB-' receive +2 notches for a moderate affirmation factor
one notch for the benefit of a liquidity facility. The 2013-1 class
Bs receive a one-notch upward affirmation factor adjustment and one
notch for the benefit of a liquidity facility. The US Airways
2012-2 class C certificates are one notch above American's
corporate rating reflecting a two-notch affirmation factor
adjustment offset by a one notch downward adjustment for poor
recovery prospects.
KEY ASSUMPTIONS
Key assumptions within the rating case for the issuer include a
harsh downside scenario in which American declares bankruptcy,
chooses to reject the collateral aircraft, and where the aircraft
are remarketed in the midst of a severe slump in aircraft values.
An American Airlines bankruptcy is hypothetical, and is not Fitch's
current expectation as reflected in American's 'B-' IDR. Fitch's
models also incorporate a full draw on liquidity facilities and
include assumptions for repossession and remarketing costs.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
The individual tranches that are rated in the 'A' or 'BBB' category
are primarily based on a top-down analysis based on the value of
the collateral. Positive rating actions are unlikely in the
near-term due to current pressures on aircraft values related to
coronavirus.
Subordinated tranches are linked to American Airlines' corporate
rating. Positive actions are unlikely in the near term.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
Class AA and A Certificates: Negative rating actions could be
driven by greater than expected declines in collateral values.
American's 2017-2 and 2017-1 class AA certificates and the US
Airways 2013-1, 2012-2, and 2012-1 class A certificates retain a
high level of cushion within Fitch's 'A' level stress scenario,
making negative rating actions less likely. American's other class
A certificates pass their respective scenarios with more limited
headroom, making them more vulnerable to future downgrades. Senior
tranche ratings could also be affected by a perceived change in the
affirmation factor or deterioration in the underlying airline
credit.
Subordinated tranche ratings are based off of the underlying
airline IDR. Fitch will downgrade in line with any future
downgrades of American Airlines' ratings. Subordinate tranches are
also subject to changes in Fitch's view of the likelihood of
affirmation for the underlying collateral.
LIQUIDITY AND DEBT STRUCTURE
Class AA, A and B certificates all feature 18-month liquidity
facilities that would prevent an immediate event of default for the
certificates if American were to enter financial distress.
Liquidity providers are:
-- AAL 2017-2 and AAL 2017-1: National Australia Bank
(A+/F1+/Negative);
-- AAL 2015-1 and 2014-1: Credit Agricole (A+/F1/Negative);
-- AAL 2013-2: Morgan Stanley Bank (A+/F1/Negative);
-- AAL 2013-1, LCC 2013-1, LCC 2012-1: Natixis (A+/F1/Rating
Watch Negative);
-- LCC 2012-2: Landesbank Hessen-Thueringen Girozentrale
(A+/F1+/Negative).
ESG Commentary
Fitch does not provide separate ESG scores for American Airlines'
EEETC transactions as ESG scores are derived from its parent.
CRITERIA VARIATION
Fitch's EETC criteria does not contemplate a scenario where the
collateral aircraft are grounded by governmental authorities and
are unable to fly. Continued inclusion of the 737 MAXs in the
American 2017-2 transaction constitutes a variation from Fitch's
criteria.
ANAMARIE AVILA FARIAS: $632.5K Sale of Martinez Property Approved
-----------------------------------------------------------------
Judge Charles Novack of the U.S. Bankruptcy Court for the Northern
District of California authorized Anamarie Avila Farias' sale of
the real property located at 950 Country Run Road, Martinez,
California to Stephen A. Rivers and Nancy L. O'Brien for $632,500.
A video hearing on the Motion was held on Oct. 16, 2020 at 11:00
a.m.
The Notice of Motion to Sell and hearing thereon is approved as
proper and adequate under the circumstances.
From the sale proceeds at the close of escrow, the Debtor is
authorized (i) to pay all commissions, escrow fees, HOA fees and/or
HOA fee reimbursements, property taxes and any other related fees
and costs associated with the sale; and (ii) to pay off the 1st
Deed of Trust holder, JP Morgan Chase, and Demiris Law Firm in the
amount of $33,191, $120,000 in estimated capital gain taxes -
$90,000 to the IRS and the $30,000 to the Franchise Tax Board. The
net remaining sale proceeds will be paid to Gina Klump, Chapter 5
Trustee of the Farias Estate 20-40377 to be held pending plan
confirmation.
No automatic stay of execution pursuant to F.R.C.P. 62(a) or
F.R.B.P. 6004(h) applies with respect to the order.
Anamarie Avila Farias sought Chapter 11 protection (Bankr. N.D.
Cal. Case No. 20-40377) on Feb. 19, 2020. The Debtor tapped Sarah
Little, Esq., at Kornfield, Nyberg, Bendes, Kuhner & Little, PC, as
counsel.
ANDREW N. KORNSTEIN: $1.4M Sale of Fairfield Property Approved
--------------------------------------------------------------
Judge Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut authorized Andrew Nelson Kornstein's sale
of the real property he jointly owned with Tamara Behan located at
1373 Redding Road, Fairfield, Connecticut to Jennifer Adler and Jun
Orvik for $1.424 million.
The Debtor is authorized to sell the Property free and clear of
these liens:
(a) M & T Bank may claim an interest in the Property. M&T
Bank has filed a proof of claim in the bankruptcy case asserting a
secured claim in the amount of $879,140 on account of a mortgage in
the original amount of $1 million executed by the Debtor and Ms.
Behan in favor of Hudson City Savings Bank, which mortgage was
recorded at Volume 4803, Page 37 of the Fairfield Land Records, and
assigned to M & T Bank;
(b) Solarcity Corp. may claim a lien on the Property by virtue
of a UCC1 financing statement recorded on the Fairfield Land
Records at Volume 5396, Page 310 of the Fairfield Land Records with
respect to solar equipment installed at the Property;
(c) The Connecticut Department of Revenue Services may assert
a tax lien on the Property dated Aug. 4, 2016 recorded at Volume
5443, Page 21 of the Fairfield Land Records. The Connecticut
Department of Revenue Services has filed a proof of claim in the
bankruptcy case asserting a secured claim in the amount of
$10,993;
(d) Chemtob Moss Forrnan & Beyda, LLP may claim an interest in
the Property by virtue of a judgment lien in the amount of $241,866
recorded at Volume 5746, Page 314 of the Fairfield Land Records;
(e) Chemtob Moss Forrnan & Beyda, LLP may claim an interest in
the Property by virtue of a judgment lien in the amount of
$233,321.92 recorded at Volume 5750, Page 82 of the Fairfield Land
Records;
(f) Chemtob Moss Forrnan & Beyda LLP may claim an interest in
the Property by virtue of a judgment lien in the amount of $10,000
recorded at Volume 5750, Page 85 of the Fairfield Land Records;
(g) Chemtob Moss Forrnan & Beyda LLP may claim an interest in
the Property by virtue of a judgment lien in the amount of $7,500
recorded at Volume 5750, Page 88 of the Fairfield Land Records;
and
(h) Chemtob Moss Forrnan & Beyda LLP may claim an interest in
the Property by virtue of a judgment lien in the amount of $65,144
recorded at Volume 5750, Page 91 of the Fairfield Land Records.
The liens held by the foregoing creditors will attach to the
proceeds of the sale of the Property and will be satisfied by the
distributions set forth in the Order.
The Debtor is authorized to pay from the sale proceeds: (a) the
usual and customary costs of closing (including any broker fees or
legal fees associated with the closing and previously approved by
order of the Court), (b) the amounts necessary to satisfy the liens
of secured creditors M & T Bank ($940,338), and The Connecticut
Department of Revenue Services ($12,356), and (c) the settlement
funds due to Chemtob Moss Forman and Beyda, LLP ($200,000) under
the settlement approved by order of the Court.
The balance of the sale proceeds will be retained by the Debtor's
counsel in a segregated escrow account subject to further order of
the Court.
The Debtor will file a copy of the closing statement on the docket
within 10 days of the closing.
The executory contract between the Debtor and Solarcity Corp. is
rejected effective immediately. The Debtor will not be responsible
for removing any solar equipment from the Property or for any
repairs related to the removal of any solar equipment from the
Property. Upon reasonable notice to the Debtor and the Buyers,
Solarcity Corp. may take possession of the solar equipment owned by
it and located at the Property.
Andrew Nelson Kornstein sought Chapter 11 protection (Bankr. D.
Conn. Case No. 19-50396) on March 27, 2019. The Debtor tapped
Douglas S. Skalka, Esq., at Neubert, Pepe, & Monteith, as counsel.
On June 17, 2019, the Court appointed Urban Compass, Inc., doing
business as Compass, as broker.
ASCENA RETAIL: Seeks Approval to Hire KPMG LLP as Tax Consultant
----------------------------------------------------------------
Ascena Retail Group, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Eastern District of Virginia to hire
KPMG LLP to provide them with tax consulting, accounting advisory,
and valuation services.
The services KPMG will perform are as follows:
General Tax Consulting Services
a. provide general tax consulting on matters that may arise
for which Debtors seek KPMG's advice; and
b. provide advice on tax and transfer pricing matters with
regard to the closure of Debtors' retail stores in Canada and
Puerto Rico or provide advice on potential changes to tax/transfer
pricing policies if the stores remain open including changes to
current mark-ups/margins.
M&A Tax Consulting Services
a. provide tax consulting services to the Debtors in
connection with the proposed restructuring of external and
intercompany debt and potential restructuring of the members of the
Debtors' affiliated group.
Loaned Resource Tax Assistance Services
a. assist in gathering necessary year-end tax and financial
information and schedules;
b. assist in the identification and computation of temporary
and permanent differences;
c. assist with the computation of a preliminary income tax
provision for the Debtors' management's review and approval;
d. assist with the preparation of income tax related balance
sheet accounts and footnote disclosures for the Debtors'
management's review and approval; and
e. assist the Debtors in their efforts to work with their
independent auditors to draft income tax provision work papers.
Tax Provision Services
a. assist in gathering necessary year-end tax and quarterly
tax and financial information and schedules;
b. assist in the identification and computation of temporary
and permanent differences;
c. assist with the computation of a preliminary income tax
provision for the Debtors' management's review and approval;
d. assist with the preparation of the income tax related
balance sheet accounts and footnote disclosures for management's
review and approval; and
e. assist the Debtors in their efforts to work with their
independent auditors to draft income tax provision work papers.
Reorganization Accounting Advisory Services
a. understand bankruptcy proceedings to identify the
accounting impacts;
b. provide research and documentation to support the
accounting and reporting conclusions reached in accordance with ASC
852;
c. identify and segregate liabilities that arose before and
after filing to reflect the liabilities subject to the bankruptcy
process as well as court approved claims;
d. monitor the bankruptcy proceeding;
e. identify and segregate pre-emergence expenses,
restructuring costs, and losses for classification in a special
category called "reorganization items";
f. consider the alternatives in approach, timing, order, and
adoption dates for fresh-start reporting, the alternatives for
ongoing efficient processing of detailed accounting records, and
the potential approaches for updating detailed records to reflect
changes in values and the new accounting requirements following
emergence;
g. evaluate whether the conditions in ASC 852 are met to
justify adoption of a new, fresh-start basis;
h. consider issues related to recognizing the fair value of
obligations from guarantees;
i. assess the degree to which top side adjustments and
disclosures are utilized to report on a fresh-start basis from the
date of emergence until such amounts are recorded to the detailed
accounting records; and
j. develop an approach to repopulating the detailed records
with new fair values and asset lives providing electronic files and
assistance with updating fixed asset and other detailed accounting
records with the concluded fair values.
Fresh-Start Valuation Services
a. read and identify potential issues with reconciling the
enterprise value approved by the court and adjustments necessary to
arrive at reorganization value, which is a concept under ASC 852;
b. obtain and read the Debtors' historical financial
statements and detailed financial records, conduct interviews with
management, and conduct site visits as necessary;
c. discuss the aforementioned assets and liabilities with
Debtors' management to determine which assets and liabilities will
be valued by KPMG and those that are not within scope;
d. determine the difference, if any, between reorganization
value and the fair value of the subject assets and liabilities
identified and valued by reporting unit;
e. prepare fair value estimates for any equity method
investments or non-controlling interests;
f. estimate remaining useful lives and provide amortization
schedules for the tangible and identified intangible assets; and
g. issue a valuation report in accordance with the Mandatory
Performance Framework and the Application of the Mandatory
Performance Framework covering the fair value estimates of the
Subject Assets and Liabilities, goodwill and equity method
investments or non-controlling interests and business enterprise
values for each reporting unit of the Debtors.
Tax Reporting Valuation Services
a. consider the historical financial condition and operating
results of the subject interest being valued;
b. consider the economic and competitive environment to
assess current and anticipated trends;
c. consider the performance and market position of the
subject interest being valued relative to its competitors and/or
similar private and publicly traded companies;
d. evaluate information gathered in interviews and
discussions with the Debtors' management to gain a more thorough
understanding of the nature and operations of the subject interest
being valued;
e. evaluate business plans, future performance estimates or
budgets and, if available: assumptions underlying the business
plans, estimates or budgets; and risk factors that could affect
planned performance; and
f. estimate the fair market value of any identified tangible
and intangible assets of the subject interest being valued if
required or requested by the Debtors' management.
Financial Reporting Requirement Valuation Services
a. provide valuation services related to other financial
reporting requirements, such as ASC 360 or 350 to the Debtors.
KPMG will provide such other consulting, advice, research,
planning, and analysis regarding tax consulting, accounting
advisory and valuation services as may be necessary, desirable or
requested from time to time.
KPMG LLP will be paid at hourly rates as follows:
General Tax Consulting Services
Washington National Tax Partner $700
Partner/Managing Director $590
Senior Manager $475
Manager $375
Senior Tax Associate $275
Tax Associate $180
M&A Tax Consulting Services
BTS Professionals Discounted Hourly Rate
Partner/Principal/Managing Director $765
Senior Manager $690
Manager $650
Senior Associate $470
Associate $350
Paraprofessional $200
M&A and WNT Professional Discounted Hourly Rate
Partner/Principal/Managing Director $985
Senior Manager $750
Manager $730
Senior Associate $640
Associate $380
Paraprofessional $295
Loaned Resource Tax Assistance Services
Senior Tax Associate $190
Tax Associate $150
Tax Provision Services
Washington National Tax Partner
Washington National Tax Director $720
Partner/Managing Director $565
Director/Senior Manager $450
Manager $350
Senior Tax Associate $260
Tax Associate $165
Reorganization Accounting Advisory & Valuation Services
Partner/Managing Director $651
Director/Senior Manager $558
Manager $484
Senior Associate $400
Associate $242
Howard Steinberg, a partner at KPMG, 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:
Howard Steinberg, Esq.
KPMG LLP
560 Lexington Avenue
New York, NY 10022
Telephone: (212) 872-6562
E-mail: hbsteinberg@kpmg.com
About Ascena Retail Group
Ascena Retail Group, Inc. (Nasdaq: ASNA) is a national specialty
retailer offering apparel, shoes, and accessories for women under
the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus
Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, 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 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.
The Hon. Kevin R. Huennekens is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as
bankruptcy counsel, Guggenheim Securities, LLC, as financial
Advisor, and Alvarez and Marsal North America, LLC as restructuring
advisor. Prime Clerk, LLC is the claims agent.
ASCENA RETAIL: Seeks to Hire CBRE as Real Estate Broker
-------------------------------------------------------
Ascena Retail Group, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Eastern District of Virginia to hire
CBRE, Inc. as their real estate broker and advisor.
The firm will provide the following services:
Brokerage Services
A. Analysis of Existing Real Estate Commitments
The firm will review and analyze the Debtors' financial
commitment under existing leases, including base rent, current
escalation charges, electricity, HVAC, cleaning, security, and any
other costs in connection with current occupancy.
B. Identification and Analysis of Alternatives
(i) CBRE will prepare a survey of alternative sites that
possess the potential to meet the Debtors' operational, financial
and qualitative criteria.
(ii) CBRE will assist the Debtors with technical analysis of
each selected site, including a joint review of the findings of
other professionals (i.e., architects, space planners,
telecommunication experts, etc.), plus a review, analysis, and
comparison of estimated costs.
C. Financial Analysis
CBRE will provide comprehensive financial modeling of
projections of all economic aspects of each alternative over the
term of the Debtors' proposed occupancy, including base rent,
operating costs of the building, real estate taxes, occupancy
taxes, electricity charges, initial installation, future
alterations, above-standard cleaning charges, etc.
D. Selection of Best Alternative
After broad review, evaluation and ranking of the key
alternatives in each proposed transaction, the Debtors will select
the best alternative to pursue based upon: (a) the economics (both
current and long-term) of each such alternative; (b) current
physical and technical requirements; (c) long-term real estate
goals; and (d) current and projected financial resources and
needs.
E. Preparation for Negotiations
A list of proposed transaction terms will be developed by CBRE
to enable the Debtors to plan the best negotiating strategy for
each key owner or landlord under active consideration.
F. Negotiation and Structuring of Final Transaction
(i) CBRE will conduct each negotiation to conclusion, under
the Debtors' supervision, direction, and control, with such
participation by the Debtors and the Debtors' counsel as deem
appropriate.
(ii) CBRE will analyze all offers and counteroffers through
each negotiation.
(iii) CBRE will assist the Debtors in assuring that all
transactional documentation accurately expresses the agreed-upon
business deal.
Move Management Services
1. Specific duties in providing the services, CBRE shall have
the following duties with respect to each Project:
1.1. Initiation Phase
a) CBRE BTMM will conduct a Project Kick-off meeting to
review the project schedule, existing and new drawings, procurement
policies, equipment relocating, technology requirement, safety
procedures and communication standards. CBRE BTMM to finalize roles
and responsibilities along with the goals and objectives for the
relocation.
b) CBRE BTMM will conduct Service Line meetings with the
Information Technology/Telecom group, Facilities/Property
Management, Security, Records Management, Project Management,
Construction & Design Teams, Communications, and Procurement, as
required.
c) CBRE BTMM will develop or validate the Owner provided Move
Budget including final Owner approval.
1.2. Planning Phase
a) CBRE BTMM will develop a Relocation Schedule incorporating
construction milestones, business transition activities and
relocation requirements leading up to and through the physical move
and required post move follow-up.
b) CBRE BTMM will facilitate relocation focused project
meetings on a regular basis throughout the life of the project.
c) CBRE BTMM will develop and provide content for the move
communication strategy based on the Owner's internal department
requirements and protocols. Deliverables include move based
content, move instruction packages and welcome information.
d) CBRE BTMM will work with the Owner's IT/Telecom group to
understand technology relocation requirements, insurance
requirements along with operational and vendor requirements to
support these specialized relocations.
e) CBRE BTMM will develop a comprehensive Move Coordinator
Program that will be implemented to educate and assist in move
preparation.
1.3. Execution Phase
a) CBRE BTMM to assist in developing a cleanup campaign
approach for a company-wide cleanup prior to the move;
b) CBRE BTMM will create a move database based on the Owner
provided information as a starting point. This database will
include basic information about each employee moving including
employee name, department, phone numbers, existing and new
locations, equipment information, move color and move date/phase
information;
c) CBRE BTMM will develop a Physical Mover Request for
Proposal based on performance requirements established throughout
the process to date. A detailed bid analysis, cost saving
opportunities, and award recommendations will be provided to the
Owner. CBRE BTMM will serve as the liaison between the awarded
moving company and the Owner to refine move plans/activities,
manage change orders to the move contract, evaluate damage claims
from the moves, and provide general oversight of the mover;
d) CBRE BTMM will develop a Move Packet, for each individual
moving, that is derived from the Move Database. The packet will
include pre-printed labels and temporary move signage along with
move instruction;
e) CBRE BTMM will coordinate physical move preparation
meetings with origin and destination facility/property managers and
the move vendor to establish freight elevator access, dock
clearances and scheduling, insurance requirements, and other
pertinent building information;
f) CBRE BTMM to develop the Move Logistics Plans to identify
the timing of critical activities required to execute the physical
move; and
g) CBRE BTMM to supervise the physical move activities during
each move phase.
1.4. Control Phase
a) CBRE BTMM will monitor all costs associated with the
relocation including schedule changes, mover/vendor costs, clean-up
campaign, communications printing, move kits, technology services
and PC disconnect/reconnect.
b) CBRE BTMM will prepare a Move Contingency Plan to account
for situations that could adversely affect the move schedule, such
as missed construction dates, technology service/circuit/power
supply delay and weather.
1.5. Close-Out Phase
a) CBRE BTMM will manage a Post Move Command Center for the
first business day after each move phase to capture and resolve
issues. CBRE BTMM will work with the Owner to develop a process to
engaged both internal and external resource to participate in the
Command Center. CBRE BTMM to track issues and report on progress
until the issues are resolved.
b) CBRE BTMM will reconcile relocation related invoices,
support the resolution of claims with vendors and coordinate the
punch list of all damaged items or incomplete tasks.
1.6. Furniture Re-Use/Reconfiguration
a) To accommodate the relocation to New Albany and restack of
the current space, some workstations and offices may need to be
reconfigured. CBRE will work with Ascena to determine the best
layout to accommodate the seating changes. Once the new layout is
determined, CBRE will manage the installation vendor chosen and
validate that all furniture changes are completed according to the
plan provided.
2. Additional Services. In conjunction with the Services, CBRE
shall provide such other services as are reasonably requested by
Client, subject to the Parties' mutual agreement as to the scope
of, and pricing for, such other services.
The firm will be paid at the following rates:
a. Move Management Services Fees. As compensation for the
performance of the move management services, the Debtors shall pay
all fees and expenses for such Services within forty-five (45) days
after receipt of an invoice therefor. The fees and expenses for the
initial move management services total $149,500 in fees and up to
$15,000 in expenses. If the Debtors consummate an acquisition
transaction other than the current property transaction at Times
Square Tower for which CBRE receives a full market commission, the
payment of the fees and expenses for move management services other
than the initial move management services shall be paid by reducing
the amount of the commission payable to the team of brokers
representing the Debtors on such acquisition transaction in an
amount of up to the lesser of (1) 18 percent of a full market
commission or (2) the actual move management fees, but in all
instances, capped at $260,000 and allocating such sums to the
personnel at CBRE performing the move management services.
b. Reimbursable Items. The Debtors shall reimburse CBRE for up
to $15,000 for expenses in connection with the initial move
management services as approved by client based on invoices and
other reasonable documentation of expenses.
c. Timing. Subject to the restrictions in the agreement, the
sums due to CBRE from the Debtors shall be paid within 45 days
following receipt of an invoice from CBRE.
d. Payment for Brokerage and Consulting Services. CBRE will
initially look to the owners, landlords, sublandlords, assignors,
or sellers for a full market rate commission for its rendering of
the Brokerage and Consulting Services on each acquisition the
Debtors elect to consummate. In the event that the Debtors enter
into an Acquisition at TST that is currently under discussion (such
contemplated Acquisition Transaction, the "Current TST
Transaction"), CBRE agrees to accept $750,000 as the commission in
connection therewith which shall be payable by the Debtors to CBRE
within 45 days after the later of (x) the date on which the
documentation evidencing the Current TST Transaction is fully
executed and (y) the effective date of the Debtors' Chapter 11 plan
of reorganization.
Additional Services and Fees. Client and CBRE may agree that
CBRE will provide additional services and resources, and in such
event, the parties will enter into an additional work order on
mutually agreeable terms, and the time spent for such services
shall be based on the following hourly rates:
Managing Director $345
Senior Director $280
Director $225
Senior Project Manager $200
Project Manager 11BUS $175
Associate Project Manager $150
Senior Project Coordinator $130
Project Coordinator $115
Kimberly Brennan, senior managing director at CBRE, 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:
Kimberly L. Brennan
CBRE, Inc.
200 Park Avenue
New York, NY 10166
Telephone: (212) 984-8000
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.
ASTRIA REGIONAL: Court OKs Sale of Hospital to Yakima
-----------------------------------------------------
Ayla Ellison of Beckers Hospital Review reports that a bankruptcy
judge on Oct. 21, 2020 authorized the $20 million sale of Astria
Regional Medical Center in Yakima, Wash., and a neighboring medical
office building to an investment group, according to the Yakima
Herald.
Bankruptcy Judge Whitman Holt said the purchase price was
reasonable and Astria was unlikely to secure a better offer through
an auction.
The local investment group, Yakima MOBIC, expects to complete the
purchase by Dec. 1, 2020, according to the report.
About Astria Health
Astria Health and its subsidiaries -- https://www.astria.health/ --
are a nonprofit health care system providing medical services to
patients who generally reside in Yakima County and Benton County,
Wash., through the operation of Sunnyside, Yakima, and Toppenish
hospitals, as well as several health clinics, home health services,
and other healthcare services. Collectively, they have 315 licensed
beds, three active emergency rooms, and a host of medical
specialties. The Debtors have 1,547 regular employees.
Astria Health and 12 of its subsidiaries filed for bankruptcy
protection (Bankr. E.D.Wash, Lead Case No. 19-01189) on May 6,
2019. In the petitions signed by John Gallagher, president and
CEO, the Debtors were each estimated to have assets and liabilities
of $100 million to $500 million.
Judge Frank L. Kurtz oversees the cases.
Bush Kornfeld LLP and Dentons US LLP serve as the Debtors' counsel.
Kurtzman Carson Consultants, LLC is the claims and noticing agent.
Gregory Garvin, acting U.S. trustee for Region 18, appointed a
committee of unsecured creditors on May 24, 2019. The committee
retained Sills Cummis & Gross P.C. as its legal counsel; Polsinelli
PC, as co-counsel; and Berkeley Research Group, LLC as financial
advisor.
BASANITE INC: Has $781,000 Net Loss for the Quarter Ended June 30
-----------------------------------------------------------------
Basanite, Inc., filed its quarterly report on Form 10-Q, disclosing
a net loss of $781,417 on $593 of revenue for the three months
ended June 30, 2020, compared to a net loss of $1,799,693 on $2,898
of revenue for the same period in 2019.
At June 30, 2020, the Company had total assets of $2,316,639, total
liabilities of $3,434,915, and $1,118,276 in total stockholders'
deficit.
The Company disclosed conditions that raise substantial doubt about
its ability to continue as a going concern.
The Company said, "Since inception, the Company has incurred net
operating losses and used cash in operations. As of June 30, 2020,
the Company had an accumulated deficit of $26,786,778. The Company
has incurred general and administrative expenses associated with
its product development and compliance while concurrently preparing
the facility and developing the manufacturing business. We expect
operating losses to continue in the short term and require
additional financing for continued support of our BFRP
manufacturing business until the Company can generate sufficient
revenues and positive cash flow."
A copy of the Form 10-Q is available at:
https://is.gd/jVNFzN
Basanite, Inc., engages in the basalt fiber reinforced polymer
business worldwide. It produces basalt fiber reinforced polymer
products that are used as replacements for steel products, which
reinforce concrete, such as rebar. The company was formerly known
as PayMeOn Inc. and changed its name to Basanite, Inc., in December
2018. Basanite Inc. was founded in 2006 and is headquartered in
Oakland Park, Florida.
BASIC ENERGY: Discloses Substantial Going Concern Doubt
-------------------------------------------------------
Basic Energy Services, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $44,598,000 on $89,637,000 of total
revenues for the three months ended June 30, 2020, compared to a
net loss of $27,777,000 on $147,975,000 of total revenues for the
same period in 2019.
At June 30, 2020, the Company had total assets of $406,844,000,
total liabilities of $508,897,000, and $124,053,000 in total
stockholders' deficit.
The Company said, "Due to the uncertainty of future oil and natural
gas prices and the effects the outbreak of COVID-19 will have on
our future results of operations, operating cash flows and
financial condition, there is substantial doubt as to the ability
of the Company to continue as a going concern. Additional steps
management would implement to alleviate this substantial doubt
would include additional sales of non-strategic assets, obtaining
waivers of debt covenant requirements from our lenders,
restructuring or refinancing our debt agreements, or obtaining
equity financing. There can be no assurances that, if required,
the Company would be able to successfully sell assets, obtain
waivers, restructure its indebtedness, or complete any strategic
transactions in the current environment."
A copy of the Form 10-Q is available at:
https://is.gd/7vatEB
Basic Energy Services, Inc. provides a wide range of wellsite
services to oil and natural gas drilling and producing companies,
including Well Servicing, Water Logistics and Completion & Remedial
Services. These services are primarily provided by the Company's
fleet of equipment. The Company’s operations are concentrated in
major United States onshore oil and natural gas producing regions
located in Texas, California, New Mexico, Oklahoma, Arkansas,
Kansas, Louisiana, Wyoming, North Dakota and Colorado. The Company
is based in Fort Worth, Texas.
BEL AIRE PROPERTIES: Seeks to Hire Anderson & Karrenberg as Counsel
-------------------------------------------------------------------
Bel Aire Properties seeks authority from the United States
Bankruptcy Court for the District of Utah to hire Anderson &
Karrenberg as its counsel.
The services to be provided by the counsel are:
a. advise the Debtor of its rights, powers and duties as
Debtor and debtor-in-possession;
b. assist the Debtor in taking necessary actions to protect
and preserve the estate of the Debtor, including prosecution of
actions on the Debtor's behalf, the defense of actions commenced
against the Debtor, negotiation of disputes in which the Debtor is
involved, and the preparation of objections to claims filed against
the estate;
c. assist in preparing, on behalf of the Debtor, all necessary
motions, applications, answers, orders, reports, and papers in
connection with the administration of the Debtor's estate;
d. assist in presenting, on behalf of the Debtor, the Debtor's
proposed plan of reorganization and all related transactions and
any related revisions, amendments, etc.; and
e. perform all other necessary legal services in connection
with the Chapter 11 case.
Anderson & Karrenberg has received a retainer in the amount of
$25,000.
Anderson & Karrenberg has no direct or indirect relationship to,
connection with, or interest in the Debtor, any creditors, or any
other party in interest, the United States Trustee or any known
employee in the office thereof, or any United States Bankruptcy or
District Court Judge of the District of Utah, according to court
filings.
The firm can be reached through:
Deborah R. Chandler, Esq.
ANDERSON & KARRENBERG
50 W. Broadway, Suite 700
Salt Lake City, UT 84101
Tel: 801 534 1700
Email: dchandler@aklawfirm.com
About Bel Aire Properties
Bel Aire Properties is primarily engaged in renting and leasing
real estate properties.
Bel Aire Properties filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No.
20-25412) on Sep. 8, 2020. The petition was signed by Steven
Sabins, member. At the time of filing, the Debtor estimated $1
million to $10 million in both assets and liabilities. Deborah R.
Chandler, Esq. at ANDERSON & KARRENBERG serves as the Debtor's
counsel.
BEN CLYMER'S: Trustee Seeks to Hire Braun Inc. as Broker
--------------------------------------------------------
Todd Frealy, the Chapter 11 trustee for Ben Clymer's The Body Shop
Perris, Inc., seeks approval from the U.S. Bankruptcy Court for the
Central District of California to retain Braun, Inc. as his broker
and auctioneer.
The Trustee seeks to conduct an orderly liquidation of and sell all
of the estate's remaining vehicle inventory, machinery, equipment,
and all other personal property free and clear of all liens, claims
or interests pursuant to
Sections 363(b) and (f) of the Bankruptcy Code. The Trustee has
engaged Braun to conduct the proposed sales, including marketing
and advertising the sales, meeting and negotiating with the
prospective buyers and closing the sales.
Based on the opinion of Braun, the Trustee has been advised that
the sales could generate gross sales proceed of approximately
$350,000, and after costs of sale, the sales could generate "Net
Proceeds" of $275,000 or higher.
Braun will be compensated as follows:
(a) Advertising and marketing fees capped at $12,000.
(b) Liquidation management persons capped at $16,000.
(c) Sales commission of 10 percent for the sales of the Fred
Bean Vehicles.
(d) Sales commission of 16 percent for the sales of all
remaining Personal Property.
(e) Option to have Braun remove all unsold Personal Property
at a fixed fee of $15,000 to $30,000 (Removal Services).
(f) Reimbursement of costs for individual bond and any
insurance required by the Trustee specifically for the sales of the
Personal Property.
Braun is "disinterested" under Section 101(14) of the Bankruptcy
Code, according to court filings.
The firm can be reached through:
Todd Wohl
Braun, Inc.
1230 Rosecrans Avenue, Suite 160
Manhattan Beach, CA 90266
Phone: 866-568-6638
E-mail: todd@braunco.com
E-mail: info@braunco.com
About Ben Clymer's The Body Shop Perris
Ben Clymer's The Body Shop Perris Inc. is an auto body repair and
painting company offering, among other services, unibody and frame
repair, glass repair, dent removal, paintless dent removal, paint
matching on site, chip and scratch repair, and buffing and
polishing.
Ben Clymer's The Body Shop Perris sought protection under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-14798) on
July 15, 2020. At the time of the filing, Debtor disclosed total
assets of $2,838,204 and total liabilities of $6,874,527. Judge
Scott C. Clarkson oversees the case.
Debtor is represented by the Law Offices of Robert M. Yaspan.
BENNINGTON CORPORATION: Trustee Hires Arthur Lander as Accountant
-----------------------------------------------------------------
Marc E. Albert, trustee of the Chapter 11 bankruptcy estate of The
Bennington Corporation seeks authority from the U.S. Bankruptcy
Court for the District of Columbia to retain Arthur Lander, C.P.A.
P.C. as his accountant.
The professional services the accountants will render are:
a) compile books and records;
b) prepare and file all necessary tax returns on behalf of the
estate;
c) advise the Trustee of his duties and responsibilities under
the Internal Revenue Code;
d) work with the Trustee in assessing the estate's financial
condition;
e) advise the Trustee on tax implications for a sale of the
real property of the Debtor; and
f) perform other accounting matters for the Trustee which may
be necessary or desirable in the above-captioned matter.
The Trustee has agreed that the Debtor's estate will pay Arthur
Lander C.P.A., P.C. for any time and out-of-pocket expenses
according to these hourly rates:
Arthur Lander $450
Thai Ton $170
Chris Mueller $170
Scott Johnson $120
Bookkeeping $50
Arthur Lander, CPA assures the Court that the Firm represents no
interest adverse to the estate under Section 327(a) of the
Bankruptcy Code.
Mr. Lander can be reached at:
Arthur Lander, Esq.
Attorney for Arthur Lander CPA PC
DC Bar No. 421860
300 N. Washington St. #104
Alexandria, VA. 22314
Tel: 703-486-0700
About The Bennington Corporation
The Bennington Corp. is primarily engaged in renting and leasing
real estate properties. The Bennington Corp. sought Chapter 11
protection (Bankr. D.D.C. Case No. 20-00321) on July 30, 2020. The
case is assigned to Martin S. Teel, Jr. In the petition signed by
Mehrdad Valibeigi, president, the Debtor was estimated assets and
liabilities in the range of $1 million to $10 million. The Debtor
tapped Wendell W. Webster, Esq., at Webster & Fredrickson, PLLC,
as
counsel.
BENNINGTON CORPORATION: Trustee Taps Stinson LLP as Counsel
-----------------------------------------------------------
Marc E. Albert, trustee of the Chapter 11 bankruptcy estate of The
Bennington Corporation seeks authority from the U.S. Bankruptcy
Court for the District of Columbia to retain Stinson LLP, as his
counsel.
The Trustee requires Stinson to:
a) prepare any necessary applications, motions, objections,
memoranda, briefs, notices, answers, orders, reports or other legal
papers;
b) appear on the Trustee's behalf in any proceeding;
c) handle any contested matters or Adversary Proceedings as
they arise; and
d) perform other legal services for the Trustee which may be
necessary or desirable in connection with the above-captioned
matter.
Stinson's hourly rates are:
Partner $345 to $74
Non-partner $280 to $385
Stinson's rates change in the fourth quarter of each year.
Stinson represents no interest adverse to the Trustee, the Debtor,
or the estate in the matters upon which they are to be engaged, are
disinterested persons, according to court filings.
The firm can be reached through:
Joshua W. Cox, Esq.
STINSON LLP
1775 Pennsylvania Ave., N.W., Suite 800
Washington, DC 20006
Tel. (202) 728-3023
Fax (202) 572-9943
Email: joshua.cox@stinson.com
About The Bennington Corporation
The Bennington Corp. is primarily engaged in renting and leasing
real estate properties. The Bennington Corp. sought Chapter 11
protection (Bankr. D.D.C. Case No. 20-00321) on July 30, 2020. The
case is assigned to Martin S. Teel, Jr. In the petition signed by
Mehrdad Valibeigi, president, the Debtor was estimated assets and
liabilities in the range of $1 million to $10 million. The Debtor
tapped Wendell W. Webster, Esq., at Webster & Fredrickson, PLLC,
as
counsel.
BETTER HOUSING: Nov. 3 Bid Deadline Set for South Side Auction
--------------------------------------------------------------
Hilco Real Estate, LLC on Oct. 20 announced November 3, 2020 as the
bid deadline for a court-supervised bankruptcy auction of 17
multifamily properties located on Chicago's South Side, formally
known as Better Housing Foundation Portfolio C. The portfolio
features 17 multifamily properties, totaling 181 units, to be sold
as a whole and is subject to a minimum stalking horse overbid of
$4,785,000, which equates to $26,436 per unit.
The buildings within this sale are in different areas throughout
Chicago's South Side including Park Boulevard, Jackson Park,
Beverly and other various neighborhoods in between. There are three
to 24 units available in each building, and all units range in
occupancy levels.
The on-site inspection dates for properties one through ten,
starting at 3652 S. Indiana Avenue and ending at 6800 S. Clyde
Avenue, will be held on Wednesday, October 14 and properties 11
through 17 will be held on Thursday, October 15 at 8:30 a.m.
starting at 8100 S. Evans Avenue and ending at 9942 S. Walden
Avenue. A second round of showings for the portfolio will be held
on Tuesday, October 27 for properties one through ten and
Wednesday, October 28 for properties 11 through 17, both at 8:30
a.m.
The bankruptcy sale represents an opportunity for experienced
owners/operators to make capital investments in order to bring the
units up to City of Chicago and Department of Housing and Urban
Development (HUD) standards, thereby unlocking the value of these
properties. With low average occupancy levels throughout the
portfolio, there is a significant amount of upside potential
through physical updates, occupancy stabilization and leasing
efforts.
Jeff Azuse, senior vice president at Hilco Real Estate, stated,
"This is an excellent opportunity to acquire a sizeable number of
units and add significant value through restoration and lease-up.
With renovations, the units can be approved for various
governmental assisted rental programs." He continued, "An
experienced buyer will be able to work directly with the city to
fulfill the need for quality, affordable housing. And deliver much
needed revitalized properties to these communities."
Mr. Azuse also commented, "We're excited to help turn a situation
that didn't meet original expectations into one that results in
positive change within these Chicago South Side areas."
Bidders will have the chance to fully inspect properties during
predetermined tour dates coordinated by Hilco Real Estate.
Bids must be delivered per the court approved bid procedures
(available for download in our virtual data room) on or before 5:00
p.m. (CT) on the day of the deadline to be considered. For more
information regarding the sale process, please contact Chet Evans
at (847) 418-2702 or via email to cevans@hilcoglobal.com.
For further information on the properties, an explanation of the
sale process, bid procedures or to obtain access to property due
diligence documents, please visit
HilcoRealEstate.com/Chicago-Multifamily-C or call (855) 755-2300.
About Hilco Real Estate
Hilco Real Estate ("HRE"), a Hilco Global company
(HilcoGlobal.com), is headquartered in Northbrook, Illinois (USA).
HRE is a national provider of strategic real estate disposition
services. Acting as an agent or principal, HRE uses its experience
to advise and execute strategies to assist clients in deriving the
maximum value from their real estate assets. By leveraging
multi-faceted sales strategies and techniques, aggressive
repositioning and restructuring experience, a vast and motivated
network of buyers and sellers, and substantial access to capital,
HRE exceeds expectations even in the most complex transactions.
BHF CHICAGO: Oct. 27 Hearing on Bid Procedures for All Assets
-------------------------------------------------------------
Judge Jack B. Schmetter of the U.S. Bankruptcy Court for the
Northern District of Illinois will convene a telephonic hearing on
Oct. 27, 2020 at 11:00 a.m., using AT&T Teleconference, Toll Free
Number 1-877-336-1839, Access Code: 3900709, to consider BHF
Chicago Housing Group B, LLC's bidding procedures in connection
with the sale of substantially all assets to PRE Holdings 15, LLC
for $4.5 million, subject to overbid.
A Status Hearing on the Motion was held on Oct. 21, 2020 at 11:00
a.m. The Sale Objection Deadline is Oct. 24, 2020.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Oct. 23, 2020
b. Initial Bid: Must equal or exceed the sum of: (A) cash in
the amount of $4.5 million; plus (B) $50,000 in cash; plus (C) The
Break-Up Fee (3% of the Purchase Price) and Expense Reimbursement
($100,000)
c. Deposit: 5% of the bid
d. Auction: If one or more Qualified Bids are submitted, in
addition to the Stalking Horse Bid, the Debtor will conduct an
auction on Oct. 27, 2020 at 10:00 a.m. (CT), at Clark Hill PLC, 130
E. Randolph Street, Suite 3900, Chicago, Illinois 60601, via video
conference if necessary, to determine the highest and best offer
with respect to the Property or any portion thereof.
e. Bid Increments: $25,000 in cash
f. Sale Hearing: Nov. 3, 2020 at 11:00 a.m. (CT)
g. Sale Objection Deadline: Oct. 30, 2020
h. Closing: Each bid must provide for a closing to occur on or
within 14 days of entry of the Sale Order, unless continued by
agreement.
i. Bid Protections: Equal to (i) payment of a break-up fee in
an amount equal to 3% of the Stalking Horse Bid; and (ii) any
properly documented, reasonable costs and expenses incurred by
Stalking Horse Bidder in negotiating and documenting the Proposed
Transaction in an amount equal to 1% of the Stalking Horse Bid
j. The Trustee will be allowed to credit bid for the
Property.
A copy of the Agreement and the Bidding Procedures is available at
https://tinyurl.com/y52mka2j from PacerMonitor.com free of charge.
About BHF Chicago Housing Group B
BHF Chicago Housing Group B, LLC is the owner of fee simple title
to certain parcels of real property, all in Chicago, Illinois. BHF
Chicago Housing Group B, LLC sought Chapter 11 protection (Bankr.
N.D. Ill. Case No. 20-12453) on June 15, 2020. The petition was
signed by Andrew Belew, president, BHF as manager. The Debtor was
estimated assets in the range of $10 million to $50 million and $50
million to $100 million in debt. The Debtor tapped Scott N.
Schreiber, Esq., Kevin H. Morse, Esq., and Samuel J. Tallman, Esq.,
at Clark Hill PLC, as counsel.
BIO-KEY INTERNATIONAL: Has $1.6M Net Loss for the June 30 Quarter
-----------------------------------------------------------------
BIO-key International, Inc. filed its quarterly report on Form
10-Q, disclosing a net loss of $1,572,709 on $307,142 of total
revenues for the three months ended June 30, 2020, compared to a
net loss of $1,425,743 on $728,383 of total revenues for the same
period in 2019.
At June 30, 2020, the Company had total assets of $5,751,997, total
liabilities of $4,969,544, and $782,453 in total stockholders'
equity.
The Company said, "Due to several factors, including our history of
losses and limited revenue, our independent auditors have included
an explanatory paragraph in their opinion related to our annual
financial statements as to the substantial doubt about our ability
to continue as a going concern. In light of the completion of an
underwritten public offering in July 2020, we expect that our
current capital resources will be sufficient for us to (i) conduct
the sales, marketing and technical support necessary to execute our
plan to substantially grow operations, increase revenue and serve a
significant customer base and (ii) satisfy our working capital
needs for at least the next twelve months. Our long-term viability
and growth will depend upon the successful commercialization of our
technologies, expansion of operations, and pursuit of merger and
acquisition candidates."
A copy of the Form 10-Q is available at:
https://is.gd/FvnbOG
BIO-key International, Inc. develops and markets fingerprint
biometric identification and identity verification technologies,
and related identity management and credentialing biometric
hardware and software solutions. BIO-key International, Inc.
markets its products through its sales force, as well as through
distributors, resellers, integrators, value added resellers, and
technology partners. The company was formerly known as SAC
Technologies and changed its name to BIO-key International, Inc. in
2002. BIO-key International, Inc. was founded in 1993 and is
headquartered in Wall, New Jersey.
BIOCORRX INC: Reports $738K Net Loss for the Quarter Ended June 30
------------------------------------------------------------------
BioCorRx Inc. filed its quarterly report on Form 10-Q, disclosing a
net loss of $738,479 on $33,695 of net revenues for the three
months ended June 30, 2020, compared to a net loss of $2,040,958 on
$65,976 of net revenues for the same period in 2019.
At June 30, 2020, the Company had total assets of $3,537,721, total
liabilities of $6,227,041, and $2,689,320 in total deficit.
The Company said, "As of June 30, 2020, the Company had cash of
$1,464,086 and working capital deficit of $860,484. During the six
months ended June 30, 2020, the Company used net cash in operating
activities of $1,214,766. The Company has not yet generated any
significant revenues and has incurred net losses since inception.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern."
A copy of the Form 10-Q is available at:
https://is.gd/nbe7hN
BioCorRx Inc., through its subsidiaries, provides alcoholism and
opioid addiction treatment program for use in rehabilitation and
treatment centers in the United States. It distributes and
licenses BioCorRx recovery program, a medication-assisted treatment
program that includes a counseling program coupled with its
proprietary naltrexone implant. The company is also developing
BICX101, an injectable naltrexone product; and BICX102, an
implantable naltrexone implant for the treatment of alcohol and
opioid addiction. It distributes its program to healthcare
providers, independent licensed clinics, and licensed healthcare
professionals. The company was formerly known as Fresh Start
Private Management, Inc. and changed its name to BioCorRx Inc. in
January 2014. BioCorRx Inc. is headquartered in Anaheim,
California.
BIOHITECH GLOBAL: Posts $3.4-Mil. Net Loss for the June 30 Quarter
------------------------------------------------------------------
BioHiTech Global, Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $3,385,210 on $1,273,932 of total revenue
for the three months ended June 30, 2020, compared to a net loss of
$2,887,672 on $1,051,212 of total revenue for the same period in
2019.
At June 30, 2020, the Company had total assets of $55,119,843,
total liabilities of $51,629,650, and $2,763,640 in total
stockholders' equity.
The Company also disclosed factors that raise substantial doubt
about its ability to continue as a going concern.
The Company said, "For the six months June 30, 2020, the Company
had a consolidated net loss of $6,779,184, incurred a consolidated
loss from operations of $4,759,196 and used net cash in
consolidated operating activities of $3,912,611. At June 30, 2020,
consolidated total stockholders' equity amounted to $2,763,640,
consolidated stockholders' deficit attributable to parent amounted
to $1,038,936 and the Company had a consolidated working capital
deficit of $14,094,144. While the Company had not met certain of
its senior secured note's financial covenants as of June 30, 2020
(Note 6), the Company has favorably renegotiated those covenants
and has received a waiver for such non-compliance through June 30,
2020. Despite its current compliance under the waiver, until such
time as the Company regains compliance or receives a waiver of such
covenants for a year beyond the balance sheet date, under current
GAAP accounting rules the senior secured notes amounting to
$4,324,243 have been classified as current debt. The Company does
not yet have a history of financial profitability. In March and
April of 2020 the Company raised $1,560,450 through a private
convertible preferred stock offering and on May 13, 2020 one of the
Company's subsidiaries was funded $421,300 through the Paycheck
Protection Program. On July 27, 2020 the Company used its Shelf
Registration on Form S-3 to raise gross proceeds of $8,235,500
through an underwritten public offering of 4,550,000 common shares.
On August 11, 2020 the underwriter provided notice that they would
be exercising their over-allotment provision of the Underwriting
Agreement to purchase an additional 682,500 shares of the Company's
common stock at $1.81 per share for a gross purchase price of
$1,235,325. The net proceeds to the Company, after underwriter's
commission and before other costs amount $1,124,146. This
transaction was consummated on August 13, 2020. There is no
assurance that the Company will continue to raise sufficient
capital or debt to sustain operations or to pursue other strategic
initiatives or that such financing will be on terms that are
favorable to the Company. These factors raise substantial doubt
about the Company's ability to continue as a going concern."
A copy of the Form 10-Q is available at:
https://is.gd/MHULAp
BioHiTech Global, Inc., through its subsidiaries, provides
technological, biological, and mechanical engineering solutions for
the control, reduction, and/or reuse of organic and municipal waste
worldwide. The company sells, rents, services, and maintains
digesters, which are a data-driven network-based
mechanical/biological technology that transforms food waste into
nutrient-neutral water that could be disposed of through
conventional sanitary sewer systems under the Revolution Series
Digester and Eco-Safe Digester names. BioHiTech Global, Inc., is
headquartered in Chestnut Ridge, New York.
BL RESTAURANT: Inside Bankruptcy Emergence Process & $82.5M Sale
----------------------------------------------------------------
Danny Klein of FSR wrote on FSR Magazine an article titled "Inside
Bar Louie's Emergence from Bankruptcy and $82.5M Sale":
Howard Meitiner, managing director at Carl Marks Advisors, was in
the midst of a lively meeting with Bar Louie's management. He asked
them to leave the room and brainstorm how many restaurants they
could envision closing. Afterward, the parties would compare lists.
But before doing so, Meitiner threw out a number of his
own—somewhere in the range of 40.
"There was initial shock," says Meitiner, who was serving as the
chain's chief restructuring officer. "But I did that because I
didn’t want them to come back with eight or nine."
Bar Louie ended up shuttering 38 locations as it filed for Chapter
11 bankruptcy protection in January 2020. And more recently, with
COVID-19 looming, the company closed another 22. Meitiner says Bar
Louie realized it would take years, not months, for those units to
return to acceptable profitability.
Before filing in January 2020 and slimming its footprint, Bar Louie
had 134 locations. Today there are 73 (50 company-run and 23
franchises). On April 27, 2020 the company received approval for a
sale to secured lender Antares Capital LP, which assumed control
from BL Restaurants Holding LLC and acquired $82.5 million of debt.
The sale forgave Bar Louie's secured debt and allowed it to
temporarily put off landlord and vendor payment issues.
At the time of bankruptcy, Bar Louie reported assets between $50
million and $100 million and owed roughly $110 million to
creditors. Sysco held the biggest unsecured claim at
$3,046,275.52.
On May 27, 2020 Bar Louie told a Delaware bankruptcy court to
cancel its planned auction. It was ready to move forward with the
sale to Antares Capital LP, which had served as the stalking horse
bidder. Bar Louie informed the court no other qualified buyers came
forward.
The gastropub emerged from bankruptcy at the beginning of June.
Meitiner and Carl Marks Advisors' role in the process, however,
began well before Chapter 11. Bar Louie engaged the firm in
September 2019 to conduct a strategic review. Meitiner took on the
role of chief restructuring officer January 23, 2020.
The good news, he says, was Bar Louie was essentially a profitable
business, and was generating good EBITDA. But like many brands on
the brink of bankruptcy, it was burdened with debt.
Bar Louie's tale was not an unfamiliar one. In previous years, it
primarily drove sales and profit through new-unit expansion. Yet
this practice mounted concern. The company funded growth partially
through new debt, but also with cash flow from operations.
Bar Louie, founded 1991 in Chicago, grew to 31 stores by 2010, when
it was acquired by its previous owner. Over the course of the next
nine years, it ballooned to 110 corporate restaurants and 24
franchises in 26 states.
Suddenly, when a host of underperforming locations began to drag
the system, Bar Louie didn't have enough cash on hand to fix them.
The chain was left with an “inconsistent brand experience,” it
said in the filing, resulting from restricted liquidity otherwise
needed for store refreshes, equipment maintenance, and
modernization.
But for Meitiner, a turnaround guru who previously helmed Phoenix
House, the largest nonprofit organization at the time, there was
clear silver lining.
In 2018, Bar Louie hired a new CEO in Tom Fricke and assembled a
fresh management team. They outlined a turnaround strategy centered
on improving guest experience through better customer service and
store maintenance; improving food quality to better complement its
beverage program; and redefining Bar Louie’s brand essence by
developing a new advertising campaign.
This included a Louie Nation Loyalty Program, the construction of
private dining rooms, adding covered patios to limit the impact of
weather on outdooring seating areas, store-level planning sales
managers, and corporate gift card partnerships. For 72 of the
company’s 110 corporate locations, the program was returning
quick results. The lagging units, though, forced a reduction of
expenses and other investments—a step back felt throughout the
entire organization.
And here's where the lack of available liquidity surfaced. Bar
Louie had a proven blueprint to boost performance, but no
investable capital to make it happen. So a broad roll out of
initiatives to other locations was put on hold and Bar Louie
couldn't implement further marketing related to these updates
compared to competitors.
While Bar Louie's same-store sales declined 4.2 percent in 2019,
with revenue (12 months ended December 31) down 3.7 percent,
year-over-year, to $252 million, the 38 initial closures generated
a loss of $4 million last year. Comps at those venues dropped 10.9
percent. If you remove them from the equation, Bar Louie's
corporate system witnessed just a 1.4 percent decline in same-store
sales, with runway to gain from new tactics. Additionally, the bulk
of sales declines occurred as late as Q4 2019, "when financial
conditions and a lack of liquidity forced management to
significantly reduce marketing spend," the company said.
Bar Louie's patios were proving successful even before COVID-19
landed.
As it began to look for buyers (101 potential strategic buyers and
153 financial buyers were initially contacted, with 73 executing
confidentiality agreements), Bar Louie continued to suffer a drain
on cash flow from struggling units. It soon became apparent
liquidity troubles would require a sale process to continue in a
Chapter 11 arena.
Another challenge was Bar Louie's real estate amid a general
decline in traditional mall traffic.
"What we were able to do was to outline through the constituencies
involved that, at its heart, this was a good business,” says
Meitiner, now a Bar Louie board member.
Carl Marks Advisors assisted the company in securing bridge
funding. And part of the task was to refine operations and prove
Bar Louie could generate a return for its lender on the other
side.
Meitiner says the chain's comeback strategy had legitimate legs for
the future. "This was a viable business that was making profit,”
he says. "But it had two problems: It was burdened by debt
servicing and it had [38] locations that were not profitable."
"So imagine then how profitable the other locations were that not
only were they able to offset the losses from the unprofitable
locations, but they were able to generate a decent EBITDA," he
adds.
Once again, the unique nature of Bar Louie's situation came into
focus. Management had answers, which is seldom the case in these
turnarounds, Meitiner says. It just didn’t have any capital to
implement them.
Yet there's no question the case draws a cautionary tale. Meitiner
served as president and CEO of retailer Sephora in 1998 when it
entered the U.S. market. In 2020's first quarter, it threatened to
close 600 locations (inside J.C. Penney stores) before coming to an
agreement to keep them open. Retraction is far from an uncommon
reality in retail or otherwise, and it often stems from similar
missteps, Meitiner says. "The thing I would say is location and
store growth must follow a strict adherence to objective site
assessment prior to any decision being made to sign a new lease for
a new location," he says. "And this must include local-market
restaurant, evaluation of competition, site visits, and visiting
competitors to really assess the ROI and financial model."
"And when you look at businesses that end up having to close lots
of location, they did not adhere to that discipline."
Bar Louie invested so heavy in new stores that it couldn't invest
as much as it needed in things like IT systems and infrastructure.
It's the notion of keeping your powder dry so you can put money
into areas you know work. Like patios, for instance.
"You need to make sure you have a really efficient operating base.
That's what distinguishes winners from losers," Meitiner says.
So what happened when COVID-19 entered the fray?
Bar Louie acted early and aggressively to shut down stores,
maintaining a core staff of three per venue.
For the first time in brand history, Bar Louie partnered with
third-party delivery platforms. Today, it works with six. The
company progressed from basically no delivery revenue to it
representing 15 percent of sales. Meitiner says Bar Louie stood the
system up in four weeks.
It's also dove into the ghost kitchen pool. The chain is currently
working on a virtual concept, Sweet Lou's. Focused on wings,
dessert, and sandwiches, it's currently piloting in Dallas and
Cleveland, with future markets on tap if all goes well.
Bar Louie resized its corporate office and moved into more of a
shared workplace. "As we got through to the end of the bankruptcy
period and revenues kept increasing, we hired behind those
revenues, we didn’t get ahead of it," Meitiner says. "So we were
able to operate well within budget. And importantly, it provided
the lender group with the confidence that their support of the
business had been warranted."
There are new marketing partners, particularly social media
marketing. "All of these things would have happened, but they
wouldn't have happened in the timeframes they ended up happening
in," Meitiner says of the COVID-19 effect.
Closing the additional 22 stores was a very similar process to the
original 38.
The brand planned to open about 15 units per year before 2020's
bankruptcy. Meitiner expects a more measured approach moving
forward, especially as the pandemic lingers. While the brand has
climbed out of the red and back to profitability, guarding
near-term strengths will lead it through crisis times and beyond,
Meitiner says.
"It's building around the 50 locations, building those ghost
kitchens, broadening the delivery business, making the core
locations even more profitable," he says.
About BL Restaurants Holding
Founded in 1991, BL Restaurants Holding, LLC, operates Bar Louie
gastrobars at various locations including lifestyle centers,
traditional shopping malls, event locations, central business
districts and other stand-alone specialty sites.
With more than 90 gastrobars across the United States, Bar Louie --
http://www.barlouie.com/-- serves up shareable, chef-inspired grub
with craft cocktails, martinis, beer and wine in an always-social
space. Known for its handcrafted drinks, as well as its lineup of
local and regional beers which range from 20 to 40 taps depending
on the size of each location, Bar Louie caters to local tastes and
satisfies cravings from daytime until last call. Game day, brunch,
happy hour, lunch, dinner or late night, Bar Louie is the spot to
hang out with friends and make new ones. Bar Louie was founded in
downtown Chicago in 1990 and today calls Addison, Texas home.
BL Restaurants and three affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-10156) on
Jan. 27, 2020. At the time of the filing, the Debtors were
estimated to have assets of between $50 million and $100 million
and liabilities of between $100 million and $500 million. The
petitions were signed by Howard Meitiner, chief restructuring
officer.
The Debtors have tapped Klehr Harrison Harvey Branzurg LLP as legal
counsel; Configure Partners LLC as investment banker; Carl Marks
Advisory Group LLC as restructuring advisor; and Epiq Bankruptcy
Solutions Inc as notice and claims agent.
On Feb. 5, 2020, the Office of the United States Trustee appointed
a committee of unsecured creditors. The committee retained Kelley
Drye & Warren LLP and Womble Bond Dickinson (US) LLP as its legal
counsel, and Province, Inc. as its financial advisor.
BLESSINGS INC: Seeks to Hire Keegan Linscott as Consultant
----------------------------------------------------------
Blessings, Inc. seeks authority from the United States Bankruptcy
Court for the District of Arizona of Arizona to hire Christopher
Linscott, CPA and Keegan Linscott and Associates, PC as consultant
and expert.
Blessings Inc requires the consultant to:
-- analyse and review of the Debtor’s financials, schedules,
statement of financial affairs; disclosure statement, and Plan of
Reorganization;
-- prepare tax forms for the Debtor;
-- prepare expert report related to feasibility, liquidation
analysis, plan confirmation and other related issues;
-- provide expert testimony;
Linscott will be paid on an hourly basis at rates ranging from $95
to $350 per hour. The firm received a retainer in the amount of
$16,250.
Christopher Linscott, CPA, director at Keegan Linscott, assures the
court that he is a "disinterested person" under 11 U.S.C. Sec.
101(14).
The firm can be reached through:
Christopher Linscott, CPA
Keegan Linscott and Associates, PC
3443 N Campbell Ave # 115
Tucson, AZ 85719
Phone: +1 520-884-0176
About Blessings, Inc.
Blessings, Inc. filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-10797) on
Sep. 24, 2020. The petition was signed by David Mayorquin,
president and CEO. At the time of filing, the Debtor estimated
$3,889,514 in assets and $6,770,256 in liabilities. John C. Smith,
Esq. at SMITH & SMITH PLLC represents the Debtor as counsel.
BLESSINGS INC: Seeks to Hire Smith & Smith as Legal Counsel
-----------------------------------------------------------
Blessings, Inc. seeks authority from the United States Bankruptcy
Court for the District of Arizona of Arizona to hire Gerald K.
Smith and John C. Smith Law Offices, PLLC (Smith & Smith), as its
attorneys.
The professional services of Smith & Smith will render are:
a. advice with respect to the powers and duties of the
Debtor;
b. represent the Debtor in connection with all appearances;
c. prepare on behalf of the Debtor of necessary applications,
motions, answers, objections, orders, reports, and other
documents;
d. prepare a plan and disclosure statement and handling all
matters and court hearings related thereto;
e. represent the Debtor in discussions with the United States
Trustee's office;
f. represent the Debtor in connection with negotiations
involving creditors, parties-in-interest, and possible purchasers;
and
g. provide all other legal services for the Debtor which may
be necessary.
Smith & Smith received a general retainer in the amount of $30,000
on June 10, 2019 for legal services, and recently received an
additional pre-petition legal services. Smith & Smith currently
retains $22,924.20 on retainer.
John C. Smith will bill at an hourly rate of $450, Will Sherman at
an hourly rate of $350, and its paralegals and law clerk at an
hourly rate of $150.
Smith & Smith does not hold or represent any interest adverse to
the estate and is a disinterested person within the meaning of 11
U.S.C. Sec. 101(14), according to court filings.
The firm can be reached through:
John C. Smith, Esq.
SMITH & SMITH PLLC
6720 East Camino Principal, Suite 203
Tucson, AZ 85715
Tel: (520) 722-1605
Email: john@smithandsmithpllc.com
About Blessings, Inc.
Blessings, Inc. filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-10797) on
Sep. 24, 2020. The petition was signed by David Mayorquin,
president and CEO. At the time of filing, the Debtor estimated
$3,889,514 in assets and $6,770,256 in liabilities. John C. Smith,
Esq. at SMITH & SMITH PLLC represents the Debtor as counsel.
BON VIEW: Seeks to Hire Crowley Law as Legal Counsel
----------------------------------------------------
Bon View Developers, LLC filed an amended application seeking
approval from the U.S. Bankruptcy Court for the Eastern District of
Virginia to employ Crowley Law P.C. as its attorney.
On August 31, 2020, the Debtor filed an Application to Employ
Crowley Liberatore, P.C. as its attorneys. Karen Crowley, on that
date, was a shareholder with Crowley Liberatore P.C. Karen Crowley
recently stopped practicing law under Crowley Liberatore, formed
her own firm, and started operating under Crowley Law PC. She is
the sole shareholder of Crowley Law PC.
The firm will render these legal services to the Debtor:
(a) prepare the petition, lists, schedules and statements
required by 11 U.S.C. Sec. 521; the pleadings, motions, notices and
orders required for the orderly administration of the estate and to
ensure the progress of this case; and to consult with and advise
the Debtor in the reorganization of its financial affairs.
(b) prepare for, prosecute, defend, and represent the Debtor's
interest in all contested matters, adversary proceedings, and other
motions and applications arising under, arising in, or related to
this case.
(c) advise and consult concerning administration of the estate
in this case, concerning the rights and remedies with regard to the
Debtor's assets; concerning the claims of administrative, secured,
priority, and unsecured creditors and other parties-in-interest.
(d) investigate the existence of other assets of the estate;
and, if any exist, to take appropriate action to have the same
turned over to the estate.
(e) prepare a Disclosure Statement and Plan of Reorganization
for the Debtor, and negotiate with all creditors and
parties-in-interest who may be affected thereby; to obtain
confirmation of a Plan, and perform all acts reasonably calculated
to permit the Debtor to perform such acts and consummate a Plan.
The firm will seek compensation for professionals and
paraprofessionals based upon their hourly rates, plus out-of-pocket
expenses.
Karen M. Crowley, a member of Crowley Law P.C., 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:
Karen M. Crowley, Esq.
CROWLEY LAW P.C.
150 Boush Street, Suite 604
Norfolk, VA 23510
Telephone: (757) 333-4500
Facsimile: (757) 333-4501
E-mail: kcrowley@crowleylawpc.com
About Bon View Developers
Bon View Developers, LLC filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No.
20-33634) on August 27, 2020. At the time of filing, the Debtor
estimated $1,000,001 to $10 million in both assets and liabilities.
Crowley Law P.C. is the Debtor's legal counsel.
BOUCHARD TRANSPORTATION: $29M Financing Has Interim Approval
------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that Bouchard Transportation
Co., a tug and barge operator that serves major energy companies,
won interim bankruptcy court approval to access $29 million in new
financing on Thursday, October 22, 2020.
The loan is from Hartree Partners -- an entity sponsored by Oaktree
Capital Management -- and totals $60m, but the court still needs to
approve the final draw.
"This is just one of the easiest DIPs I've looked at lately," U.S.
Bankruptcy Judge David Jones said in the hearing.
Bouchard's assets exceed its liabilities, but the firm had to file
an "emergency" bankruptcy to halt a foreclosure sale in Louisiana.
About Bouchard Transportation
Founded in 1918, the Company's first cargo was a shipment of coal.
By 1931, Bouchard acquired its first oil barge. Over the past 100
years and five generations later, Bouchard has expanded its fleet,
which now consists of 25 barges and 26 tugs of various sizes,
capacities and capabilities, with services operating in the United
States, Canada, and the Caribbean. Bouchard remains dedicated to
continuing the rich heritage of barging expertise and family pride
well into the future.
BOY SCOUTS: Victim Coalition Will Have Part in Chapter 11 Talks
---------------------------------------------------------------
Law360 reports that a Delaware bankruptcy judge said Oct. 16, 2020,
that a group representing 7,500 people alleging sexual abuse claims
against the Boy Scouts of America can participate in mediation
talks undertaken in the organization's Chapter 11 case. During a
virtual proceeding, U.S. Bankruptcy Judge Laurie Selber Silverstein
said the Coalition of Abused Scouts for Justice can take part in
the ongoing mediation process if measures are taken to protect the
confidentiality of documents that the alleged victims are not
otherwise entitled to receive. The ruling came after an all-day
hearing Wednesday, October 14, 2020.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets at least $500 million in liabilities as of the
bankruptcy filing.
The Debtors tapped Sidley Austin LLP as general bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; and
Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
BRIGHT MOUNTAIN: Appoints Pamela Parizek to the Board of Directors
------------------------------------------------------------------
Bright Mountain Media, Inc., has appointed Pamela J. Parizek,
renowned financial reporting and compliance executive and industry
thought leader, to the Company's Board of Directors effective
immediately.
Ms. Parizek brings with her over 30 years of experience in
strategic advisory, compliance, accounting and financial reporting.
A Certified Public Accountant, she currently serves as Chair of
the Board of Directors of The Foundation for a Smoke-Free World,
while concurrently serving on the Board of Trustees of the National
Museum of Women in the Arts.
Previously, Ms. Parizek served in the enforcement division of the
U.S. Securities and Exchange Commission, led the forensics practice
of KPMG and conducted sensitive investigations for Kroll, a
business intelligence firm. Ms. Parizek graduated from Harvard
College and obtained a J.D. from the Northwestern University School
of Law.
"I am pleased to appoint Pamela to our Board of Directors, as she
brings decades of invaluable advisory experience to further
strengthen our competency in financial reporting and regulatory
compliance," said Kip Speyer, chairman & chief executive officer of
Bright Mountain Media. "Her unique financial insights will help us
continue to expand the breadth and depth of our reach as a Company,
positioning us to continue to create value for our shareholders."
"Bright Mountain Media is building a solid digital media company
and is well positioned to grow revenues through 2020 and beyond. I
look forward to working with Kip Speyer and the Bright Mountain
Media Board of Directors," added Pamela J. Parizek.
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc. --
http://www.brightmountainmedia.com/-- is a digital media holding
company whose primary focus is connecting brands with consumers as
a full advertising services platform. Bright Mountain Media's
assets include an ad network, an ad exchange platform and 24
websites which are customized to provide its niche users, including
active, reserve and retired military, law enforcement, first
responders and other public safety employees with products,
information and news that the Company believes may be of interest
to them.
Bright Mountain reported a net loss of $3.40 million for the year
ended Dec. 31, 2019, compared to a net loss of $5.22 million for
the year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$98.62 million in total assets, $29.33 million in total
liabilities, and $69.29 million in total shareholders' equity.
EisnerAmper LLP, in Iselin, New Jersey, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
May 14, 2020, citing that the Company has experienced recurring net
losses, cash outflows from operating activities, and has an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.
BURKE MOUNTAIN: Seeks to Hire Crowley Law P.C. as Attorney
----------------------------------------------------------
Burke Mountain Southeast, LLC filed an amended application seeking
approval from the U.S. Bankruptcy Court for the Eastern District of
Virginia to employ Crowley Law P.C. as its attorney.
On August 31, 2020, the Debtor filed an Application to Employ
Crowley Liberatore, P.C. as its attorneys. Karen Crowley, on that
date, was a shareholder with Crowley Liberatore P.C. Karen Crowley
recently stopped practicing law under Crowley Liberatore, formed
her own firm, and started operating under Crowley Law PC.
The firm will render these legal services to the Debtor:
(a) prepare the petition, lists, schedules and statements
required by 11 U.S.C. Sec. 521; the pleadings, motions, notices and
orders required for the orderly administration of the estate and to
ensure the progress of this case; and to consult with and advise
the Debtor in the reorganization of its financial affairs.
(b) prepare for, prosecute, defend, and represent the Debtor's
interest in all contested matters, adversary proceedings, and other
motions and applications arising under, arising in, or related to
this case.
(c) advise and consult concerning administration of the estate
in this case, concerning the rights and remedies with regard to the
Debtor's assets; concerning the claims of administrative, secured,
priority, and unsecured creditors and other parties-in-interest.
(d) investigate the existence of other assets of the estate;
and, if any exist, to take appropriate action to have the same
turned over to the estate.
(e) prepare a Disclosure Statement and Plan of Reorganization
for the Debtor, and negotiate with all creditors and
parties-in-interest who may be affected thereby; to obtain
confirmation of a Plan, and perform all acts reasonably calculated
to permit the Debtor to perform such acts and consummate a Plan.
The firm will seek compensation for professionals and
paraprofessionals based upon their hourly rates, plus out-of-pocket
expenses.
Karen M. Crowley, a member of Crowley Liberatore P.C., 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:
Karen M. Crowley, Esq.
Crowley Law P.C.
150 Boush Street, Suite 604
Norfolk, VA 23510
Telephone: (757) 333-4500
Facsimile: (757) 333-4501
E-mail: kcrowley@clrbfirm.com
About Burke Mountain Southeast
Burke Mountain Southeast, LLC filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No.
20-33633) on August 27, 2020. At the time of filing, the Debtor
estimated $1,000,001 to $10 million in both assets and liabilities.
Crowley Law P.C. is the Debtor's legal counsel.
CALIFORNIA RESOURCES: Hires Deloitte to Provide Tax Services
------------------------------------------------------------
California Resources Corporation, and its debtor-affiliates, seek
authorization from the U.S. Bankruptcy Court for the Southern
District of Texas to hire Deloitte Tax LLP as their tax services
provider.
Deloitte Tax will provide these tax advisory services:
a. 2020 Tax Consulting Engagement Letter. Pursuant to the
terms of the 2020 Tax Consulting Engagement Letter, Deloitte Tax
will provide certain tax advisory services related to federal,
foreign, state and local income tax matters.
b. 2020 Excise Tax Work Order. Pursuant to the terms of the
2020 Excise Tax Work Order and the 2020 Tax Consulting Engagement
Letter, Deloitte Tax will assist the Debtors in preparing their
2020 excise tax returns identified in Exhibit A to the 2020 Excise
Tax Work Order.
c. Transaction Cost Work Order. Pursuant to the terms of the
Transaction Cost Work Order and the 2020 Tax Consulting Engagement
Letter, Deloitte Tax will assist the Debtors' management with
analyzing various external transaction costs, such as investment
banking, legal and accounting fees, incurred by the Debtors in
connection with their plan of reorganization to assess which costs
are not required to be capitalized pursuant to IRC section 263(a).
d. Tax Restructuring Work Order. Pursuant to the terms of the
Tax Restructuring Work Order and the 2020 Tax Consulting Engagement
Letter, Deloitte Tax will provide the following tax advisory
services in connection with the Debtors' restructuring:
a. advising the Debtors as they consult with their legal
and financial advisors on the cash tax effects of the
restructuring, bankruptcy and the post restructuring tax profile,
including transaction costs and/or plan of reorganization tax
costs, and the cash tax effects of the chapter 11 filing and
emergence transaction. This will include obtaining an understanding
of the Debtors' financial advisors' valuation model to consider the
tax assumptions contained therein;
b. advising the Debtors regarding the restructuring and
bankruptcy emergence process from a tax perspective, including
analyzing various structuring alternatives and modification of
debt;
c. advising the Debtors on the cancellation of debt income
for tax purposes under IRC section 108, including cancellation of
debt income generated from a restructuring, bankruptcy emergence
transaction, and/or modification of the debt;
d. advising the Debtors on post-restructuring and
post-bankruptcy tax attributes (tax basis in assets, tax basis in
subsidiary stock, and net operating loss carryovers) available
under the applicable tax regulations and the reduction of such
attributes based on the Debtors' operating projections, including a
technical analysis of the effects of Treasury Regulation Section
1.1502-28 and the interplay with IRC sections 108 and 1017;
e. advising the Debtors on net built-in gain or net
built-in loss position at the time of "ownership change" (as
defined under IRC section 382), including limitations on use of tax
losses generated from post-restructuring or post-bankruptcy asset
or stock sales;
f. if eventually applicable, advising the Debtors on the
effects of tax rules under IRC sections 382(l)(5) and (l)(6)
pertaining to the post-bankruptcy net operating loss carryovers and
limitations on their utilization, including the Debtors' ability to
qualify for IRC section 382(l)(5);
g. advising the Debtors as to the treatment of
post-petition interest for federal and state income tax purposes,
including the applicability of the interest limitations under IRC
section 163(j);
h. advising the Debtors as to the state and federal income
tax treatment of pre-petition and post-petition reorganization
costs, including restructuring related professional fees and other
costs, the categorization and analysis of such costs, and the
technical positions related thereto;
i. advising the Debtors with their evaluation and modeling
of the tax effects of liquidating, disposing of assets, merging or
converting entities as part of the restructuring, including the
effects on federal and state tax attributes, state incentives,
apportionment and other tax planning;
j. advising the Debtors on state income tax treatment and
planning for restructuring or bankruptcy provisions in various
jurisdictions including cancellation of indebtedness calculation,
adjustments to tax attributes and limitations on tax attribute
utilization;
k. advising the Debtors on responding to tax notices and
audits from various taxing authorities;
l. assisting the Debtors with identifying potential tax
refunds and advising the Debtors on procedures for tax refunds from
tax authorities;
m. advising the Debtors on income tax return reporting of
restructuring and/or bankruptcy issues and related matters;
n. assisting the Debtors with documenting, as appropriate,
the tax analysis, development of the Debtors' opinions,
recommendations, observations, and correspondence for any proposed
restructuring alternative tax issue
or other tax matter described above (does not include preparation
of information for tax provision or financial reporting purposes);
o. advising Debtors with non-U.S. tax implications and
structuring alternatives;
p. advising Debtors with their efforts to calculate tax
basis in the stock in Debtors' subsidiaries, as needed, or other
entity interests and tax basis in assets by legal entity;
q. as requested by the Debtors, and agreed upon by Deloitte
Tax, assisting the Debtors in documenting as appropriate, the tax
analysis, development of Debtors' opinions, recommendation,
observations, and correspondence for any proposed debt
restructuring or combination alternative tax issue or other tax
matter described above; and
r. as requested by the Debtors, and agreed upon by Deloitte
Tax, advising the Debtors regarding other state or federal income
tax questions that may arise in the course of this engagement.
e. ASC 740 Work Order. Pursuant to the terms of the ASC 740
Work Order and the 2020 Tax Consulting Engagement Letter, Deloitte
Tax will provide tax advisory services in connection with assisting
the Debtors with their Debtor prepared income tax provision under
the provisions of ASC 740 for the year ending December 31, 2020 and
the interim periods ending September 30, 2020, March 31, 2021 and
September 30, 2021.
Pursuant to the terms of the 2020 Excise Tax Work Order and the
2020 Tax Consulting Engagement Letter, Deloitte Tax will bill the
Debtors $1,500 per return for the preparation of the tax returns.
Pursuant to the terms of the Transaction Cost Work Order and the
2020 Tax Consulting Engagement Letter, Deloitte Tax and the Debtors
agreed to these hourly billing rates:
National Tax Partner/Principal,
Managing Director $770
Partner/Principal/Managing Director $750
Senior Manager $640
Manager $550
Senior Consultant $370
Consultant $260
Pursuant to the terms of the Tax Restructuring Work Order and the
2020 Tax Consulting Engagement Letter, Deloitte Tax and the Debtors
agreed to these hourly billing rates:
National Local
Partner, Principal, or Tax Tax
Managing Director $965 $678
Senior Manager $795 $575
Manager $670 $493
Senior $560 $383
Staff $450 $310
Pursuant to the terms of the ASC 740 Work Order and the 2020 Tax
Consulting Engagement Letter, Deloitte Tax and the Debtors agreed
to these hourly billing rates:
National Tax Partner/Principal,
Managing Director $770
Partner/Principal/Managing Director $750
Senior Manager $640
Manager $550
Senior Consultant $370
Consultant $260
The Debtors paid Deloitte Tax approximately $392,200, including
retainer amounts, on account of invoices issued by Deloitte Tax
prior to the Petition Date. As of the Petition Date, no amounts
were outstanding with respect to the invoices issued by Deloitte
Tax prior to such date, and $75,000 in retainer amounts remained as
of the Petition Date.
James E. Toups, a managing director at Deloitte Tax, assures the
court that his firm is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code, as modified by
section 1107(b) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
James E. Toups
Deloitte Tax LLP
30 Rockefeller Plaza,
New York, NY 10112
Phone: +1 212-492-4000
About California Resources
California Resources Corporation is an oil and natural gas
exploration and production company headquartered in Los Angeles.
The company operates its resource base exclusively within
California, applying complementary and integrated infrastructure to
gather, process and market its production. Visit
http://www.crc.com/for more information.
On July 15, 2020, California Resources and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 20-33568). At the time of the filing, California
Resources disclosed assets of between $1 billion and $10 billion
and liabilities of the same range.
Judge David R. Jones oversees the cases.
The Debtors tapped Sullivan & Cromwell, LLP and Vinson & Elkins LLP
as their bankruptcy counsel, Perella Weinberg Partners as
investment banker, Alvarez & Marsal North America, LLC as
restructuring advisor, and Epiq Corporate Restructuring, LLC as
claims agent.
CALIFORNIA RESOURCES: Taps Deloitte Transaction as Valuation Expert
-------------------------------------------------------------------
California Resources Corporation, and its debtor-affiliates, seek
authorization from the U.S. Bankruptcy Court for the Southern
District of Texas to hire Deloitte Transactions and Business
Analytics LLP as their valuation services provider.
Deloitte will develop fair value and fair market value estimates of
certain of the Debtors' assets as of the date the Debtors emerge
from bankruptcy. Subject assets include (i) the Elk Hills Power
Plant; (ii) the Elk Hills Cryogenic Gas Plant ("CGP-1"); (iii)
ground leases at EHPP and CGP-1; (iv) real and personal property
located at 900 Old River Road Bakersfield, California 93311 ("CRC
Plaza"); (v) critical spares inventory; and (vi) intangible assets
related to the power purchase agreement at EHPP. Additionally,
Deloitte will (i) develop an estimate of the fair value and fair
market value of the business enterprise value of EHPP as of the
Effective Date; (ii) estimate the fair value and fair market value
of certain warrants issued by the Debtors, as of the Effective
Date; and (iii) perform a comparative analysis of the Debtors'
total asset value as of the Effective Date to the reorganization
value as documented in the Debtors' chapter 11 plan.
Deloitte's hourly rates are:
Partner/Principal/Managing Director $470 - $505
Senior Manager $420 - $450
Manager $375 - $410
Senior Associate $325 - $355
Associate $260 - $305
The Debtors paid Deloitte Tax approximately $392,200, including
retainer amounts, on account of invoices issued by Deloitte Tax
prior to the Petition Date.
Jeff Kennedy, a principal of Deloitte Transactions, assured the
court that the firm is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code, as modified by
section 1107(b) of the Bankruptcy Code.
The firm can be reached through:
Jeff Kennedy
Deloitte Transactions and Business Analytics LLP
1111 Bagby Street, Suite 4500
Houston, TX 77002
About California Resources
California Resources Corporation is an oil and natural gas
exploration and production company headquartered in Los Angeles.
The company operates its resource base exclusively within
California, applying complementary and integrated infrastructure to
gather, process and market its production. Visit
http://www.crc.com/for more information.
On July 15, 2020, California Resources and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 20-33568). At the time of the filing, California
Resources disclosed assets of between $1 billion and $10 billion
and liabilities of the same range.
Judge David R. Jones oversees the cases.
The Debtors tapped Sullivan & Cromwell, LLP and Vinson & Elkins LLP
as their bankruptcy counsel, Perella Weinberg Partners as
investment banker, Alvarez & Marsal North America, LLC as
restructuring advisor, and Epiq Corporate Restructuring, LLC as
claims agent.
CAMBER ENERGY: Has $1.6M Net Loss for the Quarter Ended June 30
---------------------------------------------------------------
Camber Energy, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $1,594,632 on $33,689 of total revenues
for the three months ended June 30, 2020, compared to a net loss of
$1,287,598 on $121,351 of total revenues for the same period in
2019.
At June 30, 2020, the Company had total assets of $13,910,159,
total liabilities of $1,707,004, and $6,203,155 in total
stockholders' equity.
The Company disclosed factors that raise substantial doubt about
its ability to continue to operate as a going concern.
Camber Energy said, "At June 30, 2020, the Company's total current
assets of US$2.2 million were greater than its total current
liabilities of approximately US$1.7 million, resulting in working
capital of US$0.5 million, while at March 31, 2020, the Company's
total current assets of US$1.1 million were less than its total
current liabilities of approximately US$2.0 million, resulting in a
working capital deficit of US$0.9 million. The increase in working
capital of US$1.4 million is the result of the sale of the
Preferred C Stock shares in June 2020.
"Recent oil and gas price volatility as a result of geopolitical
conditions and the global COVID-19 pandemic may have a negative
impact on the Company's financial position and results of
operations. Negative impacts could include, but are not limited
to, the Company's inability to sell its oil and gas production,
reduction in the selling price of the Company's oil and gas,
failure of a counterparty to make required payments, possible
disruption of production as a result of worker illness or mandated
production shutdowns or 'stay-at-home' orders, and access to new
capital and financing.
"The factors above raise substantial doubt about the Company's
ability to continue to operate as a going concern for the twelve
months following the issuance of these financial statements. The
Company believes that it may not have sufficient liquidity to meet
its operating costs unless it can raise new funding, which may be
through the sale of debt or equity or unless it closes the Viking
Merger, which is the Company's current plan, which Merger is
anticipated to close in the third or fourth calendar quarters of
2020, and which required closing date is currently September 30,
2020, but can be extended until up to December 31, 2020, pursuant
to certain conditions in the Merger Agreement. There is no
guarantee though that the Viking merger will be completed or other
sources of funding be available. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
"The Company had no secured debt outstanding as of June 30, 2020."
A copy of the Form 10-Q is available at:
https://is.gd/yveVfT
Camber Energy, Inc., an independent oil and gas company, engages in
the acquisition, development, and sale of crude oil, natural gas,
and natural gas liquids (NGL) in Texas and Oklahoma. The company
holds interests in approximately 13,000 net acres of producing
fields located primarily in the Hunton formation in Lincoln, Logan
and Payne, and Okfuskee Counties, in central Oklahoma; the Cline
shale and upper Wolfberry shale in Glasscock County, Texas; and
Panhandle situated in Hutchinson County, Texas. It also owns 3,000
leasehold acres in Okfuskee County, Oklahoma, which includes 8
producing wells and 3 salt water disposal wells; and owns 555 net
leasehold acres in Hutchinson County, Texas, which includes 48
gross non-producing well bores and 5 salt water disposal wells.
The company was formerly known as Lucas Energy Inc. and changed its
name to Camber Energy in January 2017. Camber Energy was
incorporated in 2003 and is headquartered in Houston, Texas.
CAN B CORP: Net Losses Cast Substantial Going Concern Doubt
-----------------------------------------------------------
Can B Corp. (f/k/a Canbiola, Inc.) filed its quarterly report on
Form 10-Q, disclosing a net loss of $1,188,425 on $205,084 of total
revenues for the three months ended June 30, 2020, compared to a
net loss of $1,437,491 on $633,579 of total revenues for the same
period in 2019.
At June 30, 2020, the Company had total assets of $7,188,614, total
liabilities of $2,244,308, and $4,944,306 in total stockholders'
equity.
The Company said, "As of June 30, 2020, the Company had cash and
cash equivalents of US$390,201 and a working capital of
US$2,005,234. For the periods ended June 30, 2020 and 2019, the
Company had net loss of US$2,365,032 and US$2,610,005,
respectively. These factors raise substantial doubt as to the
Company's ability to continue as a going concern. The Company
plans to improve its financial condition by raising capital through
sales of shares of its common stock. Also, the Company plans to
expand its operation of CBD products to increase its profitability.
The consolidated financial statements do not include any
adjustments that might be necessary should the Company be unable to
continue as a going concern."
A copy of the Form 10-Q is available at:
https://is.gd/UXLcmQ
Can B Corp. (f/k/a Canbiola, Inc.) develops and sells cannabidiol
(CBD) based products for pain, insomnia, epilepsy, anxiety,
inflammation, and nausea in the United States. The company provides
CBD products derived from hemp, including oils, creams,
moisturizers, chews, vapes, isolate, gel caps, concentrates, and
water through its Website, and doctors and other medical
professionals. It also offers WRAPmail, a technology that combines
custom marketing content with organization email to provide
marketing platform for organizations and personal use; and Bullseye
Productivity Suite, a cloud-based system that consolidates office
productivity tools into one online experience. The company was
formerly known as Canbiola Inc. and changed its name to Can B Corp.
in February 2020. Can B Corp. was founded in 2005 and is based in
Hicksville, New York.
CANNABIS SATIVA: Reports $462,000 Net Loss for the June 30 Quarter
------------------------------------------------------------------
Cannabis Sativa, Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $462,180 on $721,095 of revenues for the
three months ended June 30, 2020, compared to a net loss of
$551,938 on $151,063 of revenues for the same period in 2019.
At June 30, 2020, the Company had total assets of $3,388,625, total
liabilities of $1,419,429, and $1,969,196 in total stockholders'
equity.
The Company has an accumulated deficit of $75,961,660 at June 30,
2020, which, among other factors, raises substantial doubt about
the Company's ability to continue as a going concern. The ability
of the Company to continue as a going concern is dependent on the
Company's ability to generate profitable operations in the future
and/or to obtain the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations
when they are due.
A copy of the Form 10-Q is available at:
https://is.gd/ZiQ1Be
Cannabis Sativa, Inc., through its subsidiaries, develops,
manufactures, and sells herbal based skin care products in the
United States and internationally. The company offers Recover, a
deep penetrating healing balm used to relieve pain for sore
muscles, joints, arthritic, and back pain; Trauma Cream, a cream
for blended infusion of cannabinoids and THC; Face Garden, an
antioxidant moisturizing cream for the face; Body Garden, a
moisturizing body lotion; and Lip Garden, an emollient balm. It
also offers Wild Earth Naturals and hi branded men's and women's
fashion tee shirts and sweatshirts, as well as caps and coffee mugs
through Website, wildearthnaturals.com. In addition, the company
operates iBudtender, an online portal that offers information and
patient reviews on marijuana dispensaries, cannabis businesses,
marijuana strains, edibles, concentrates, and products; and
PrestoCorp, an online telemedicine platform providing access to
knowledgeable physicians for a safe and confidential way to get a
medical marijuana recommendation using secure video conferencing
technology. Cannabis Sativa, Inc. is based in Mesquite, Nevada.
CAPITAL SENIOR: Posts $12.8-Mil. Net Loss for the June 30 Quarter
-----------------------------------------------------------------
Capital Senior Living Corporation filed its quarterly report on
Form 10-Q, disclosing a net loss of $12,753,000 on $101,477,000 of
total revenues for the three months ended June 30, 2020, compared
to a net loss of $12,534,000 on $113,126,000 of total revenues for
the same period in 2019.
At June 30, 2020, the Company had total assets of $964,253,000,
total liabilities of $1,008,733,000, and $44,480,000 in total
shareholders' deficit.
In complying with the requirements under ASC 205-40 to complete an
evaluation without considering mitigating factors, the Company
considered several conditions or events including (1) uncertainty
around the impact of COVID-19 on the Company's operations and
financial results, and (2) operating losses and negative cash flows
from operations for projected fiscal years 2020 and 2021. The
above conditions raise substantial doubt about the Company's
ability to continue as a going concern for the twelve-month period
following the date the financial statements are issued.
A copy of the Form 10-Q is available at:
https://is.gd/cdkxZG
Capital Senior Living Corporation owns, operates and manages senior
living communities throughout the United States. The Company
currently operates 129 senior housing communities in 23 states with
an aggregate capacity of approximately 16,500 residents, including
83 senior housing communities that the Company owned and 46 senior
housing communities that the Company leased. The Company is based
in Dallas, Texas.
CARDINAL PARENT: Moody's Assigns B3 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Cardinal
Parent, Inc., including a B3 corporate family rating, a B3-PD
probability of a default rating, and B2 instrument ratings to the
company's senior secured, first-lien debt, which includes a $50
million revolver and a $340 million term loan and Caa2 instrument
ratings to the $150 million second lien term loan. Proceeds from
the term loans and equity from the sponsor will be used to fund a
leveraged buyout of the company by private equity sponsor Clearlake
Capital Group, L.P. ("Clearlake") and simultaneously fund two
potential acquisitions in the insurance software space. The outlook
is stable.
Assignments:
Issuer: Cardinal Parent, Inc.
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Senior Secured 1st lien Revolving Credit Facility, Assigned B2
(LGD3)
Senior Secured 1st lien Term Loan, Assigned B2 (LGD3)
Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD5)
Outlook Actions:
Issuer: Cardinal Parent, Inc.
Outlook, Assigned Stable
RATINGS RATIONALE
Zywave's B3 CFR broadly reflects its high leverage pro forma for
the proposed debt issuance, modest free cash flow generation, very
small scale as measured by revenues, and limited geographic and
end-market diversification. Pro forma leverage (MCO adjusted debt
to EBITDA) as of year-end 2020 is expected to be 8.1x. Its leverage
calculation includes adjustments for certain one-time expenses, a
portion of anticipated synergies, and the treatment of capitalized
software as an expense. Free cash flow to debt is anticipated to be
approximately 4.5% over the next 12 months. The company has the
ability to de-lever via free cash flow generation and, in the
absence of acquisitions and distributions, leverage is expected to
decline to 7.6x over the next 12 months. FCF to debt is also
expected to improve as the company improves operations under
Clearlake's ownership and organic revenue growth continues from
cross-selling and upselling. The rating also considers the highly
competitive nature of the market for commercial property and
casualty insurance software. Some of the competitors of Zywave are
larger companies with bigger sales forces and resources that they
can use to gain market share. The company's competitive edge
includes its expansive portfolio of end-to-end solutions in the
market and proprietary database of insurance related products and
analytics, which its clients can use to customize quotes and target
markets and thus increase their revenue earning capabilities.
Zywave's credit profile is supported by its high retention rate
among its customers, highly recurring revenue and market
positioning within the stable niche areas of the insurance software
industry. Approximately 94% of the company's revenue is
subscription based. The company's products play a critical role in
the operations of the customers and tend to have contracts with
tenors of several years.
Liquidity is considered good, supported by expected free cash flow
of $23 million over the next 12 months, access to an undrawn $50
million revolving credit facility expiring in 2025, and modest cash
balances (about $10 million expected at transaction close). The
revolving credit facility contains a maximum springing first lien
net leverage ratio set to 8.3x, applicable if 35% or more of the
revolver is drawn at quarter end. Moody's does not expect the
covenant will be in effect over the next 12 months. Alternate
liquidity is limited as the company's credit facilities are secured
by a first-priority lien and a second priority lien on
substantially all tangible and intangible assets.The stable outlook
reflects its expectation that Zywave will increase earnings in the
mid-single-digit percent range and integrate its recently acquired
businesses successfully. The outlook also reflects its view of the
insurance industry as a stable sector to serve. Its outlook
incorporates the expectation of the company to apply some cash flow
to reduce debt to EBITDA leverage toward 7.5x over the next 12-18
months and assumes no large distributions to the private equity
sponsors in that period.
The B2 rating for Zywave's proposed senior secured bank credit
facilities reflects a B3-PD PDR and two class debt structure with
the first lien facilities receiving support from the first-loss
tranche second lien term loan. The Caa2 instrument ratings on the
second lien term loan reflects its junior position in the capital
structure and first loss status. The $50 million first lien
revolver, the $340 million first lien term loan, and the $150
million second lien term loan mature in 2025, 2027, and 2028,
respectively. The credit facilities are secured by substantially
all assets of the guarantors. The guarantors include all current
and future direct and indirect domestic restricted subsidiaries of
the borrower.
Preliminary terms in the first lien credit agreement contain
provisions for incremental debt capacity up to the greater of $65
million and 100% of consolidated EBITDA for the trailing four
fiscal quarters minus any amounts incurred under the fixed
incremental basket under the Second Lien Facilities and the first
lien ratio debt fixed amount (or equivalent fixed amount under the
Second Lien Facilities). The company can also incur unlimited
incremental first lien facilities if (i) pro forma First Lien
Leverage Ratio is less than 5.2x or (ii) if incurred for
acquisitions there is no change to first lien leverage. The company
can incur unlimited junior lien incremental debt if (i) pro forma
senior secured leverage is 7.75x or less, or (ii) if incurred for
acquisitions the pro forma senior secured leverage ratio does not
change, or (iii) pro forma interest coverage ratio is at least
2.00x, or (iv) if incurred for acquisitions, the pro forma interest
coverage does not decrease. There are no anticipated "blocker"
provisions providing additional restrictions on top of the covenant
carve-outs to limit collateral leakage through transfers of assets
to unrestricted subsidiaries. Only wholly-owned subsidiaries must
provide guarantees, raising the risk of potential guarantee
release; dividends of partial ownership interests could jeopardize
guarantees. Company's obligation to prepay loans with net proceeds
of asset sales steps down to 50%, 25% and 0%, subject to pro forma
first lien leverage at 4.20x, 3.95x and 3.70x, respectively,
weakening control over collateral.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Although unlikely in the near term, Moody's would consider an
upgrade if the company increases its scale and market share
meaningfully, maintains leverage below 7x on a long-term basis and
sustains free cash flow to debt levels at around 8%. Zywave's
ratings could face downward pressure if Moody's adjusted leverage
increases above 9x on a sustained basis whether as a result of
aggressive financials policies (including large debt funded
acquisitions or distributions) or due to operating performance,
free cash flow to debt is sustained below 1-2% or if the company's
market share declines, margin erosion occurs and revenue growth
declines on a continued basis, indicating that the business is not
performing as expected.
Zywave, headquartered in Milwaukee, Wisconsin, provides cloud-based
software platforms to the P&C and benefits insurance industry with
a focus on insurance agencies, brokers, carriers and human capital
management firms in the US. For the twelve-month period ended June
30, 2020, the company generated revenue of $99 million. Pro forma
for the acquisition's revenue for the LTM June 2020 period would be
approximately $126 million. The company will be owned by private
equity investor Clearlake Capital pro forma for the transactions,
proceeds of which will be used to fund the buyout of the company.
The principal methodology used in these ratings was Software
Industry published in August 2018.
CAREVIEW COMM: Losses, Debt Maturities Cast Going Concern Doubt
---------------------------------------------------------------
CareView Communications, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $3,075,098 on $1,677,813 of net
revenues for the three months ended June 30, 2020, compared to a
net loss of $3,407,773 on $1,546,165 of net revenues for the same
period in 2019.
At June 30, 2020, the Company had total assets of $6,715,344, total
liabilities of $104,433,257, and $97,717,913 in total stockholders'
deficit.
The Company said, "We evaluated our ability to continue as a going
concern within one year subsequent to the date of the filing of
this Form 10-Q ("evaluation period"). U.S. generally accepted
accounting principles requires that in making this determination,
the Company cannot consider any remedies that are outside the
Company's control and have not been fully implemented. As a
result, the Company could not consider future potential fundraising
activities. We have evaluated if cash and cash equivalents on hand
and cash generated through operating activities would be sufficient
to sustain projected operating activities through August 14, 2021.
We anticipate that our current resources, along with cash generated
from operations, will not be sufficient to meet our cash
requirements throughout the evaluation period, including funding
anticipated losses and scheduled debt maturities. Our PDL note
payable will mature on September 30, 2020, our Rockwell facility
will mature on December 31, 2020, and our HealthCor 2011 note will
mature on April 21, 2021. These notes have been included in
current liabilities on our balance sheet, and we do not have
sufficient funds to cover the amounts due upon maturity of these
notes of $65 million. We additionally continue to generate
operating losses. Because of anticipated losses and scheduled debt
maturities in the following twelve months, substantial doubt is
deemed to exist about the Company's ability to continue as a going
concern through August 14, 2021."
A copy of the Form 10-Q is available at:
https://is.gd/n9I5Q0
CareView Communications, Inc. (OTCMKTS: CRVW) develops and markets
computer software. The Company produces software that helps
doctors, nurses, and other health care providers monitor, treat,
and visit their patients, family members and friends to use the
Internet to monitor, correspond with, and visit loved ones in
hospitals and nursing homes, and offers high-speed Internet access.
CARIBBEAN TRADING: Seeks to Hire Estrella LLC as Bankruptcy Counsel
-------------------------------------------------------------------
Caribbean Trading Company, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire Estrella
LLC as its bankruptcy counsel.
The services to be rendered by the firm are as follows:
a. prepare bankruptcy schedules, pleadings and applications,
and conduct examinations incidental to any related proceedings or
to the administration of the Debtor's Chapter 11 case;
b. advise the Debtor of its rights, duties, and obligations;
c. advise and assist the Debtor in the formulation of a
Chapter 11 plan;
d. appear before the court;
e. take necessary action incident to the proper preservation
and administration of the case; and;
f. perform such other legal services for Debtor.
Estrella will be paid at $250 per hour for the work performed by
Carlos Infante Esq., plus work-related expenses. The firm will
also be compensated for the work performed by other attorneys and
paralegals at the following rates:
Members & Practice Leaders $350 - $275 per hour
Associates $250 - $200 per hour
Paralegals $100 per hour
The firm received a sum of $8,000 as retainer fee.
Carlos Infante, Esq., a bankruptcy practice leader at Estrella,
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:
Carlos Infante, Esq.
Estrella LLC
P.O. Box 9023596
San Juan, PR 00902–3596
Telephone: (787) 977-5050
Facsimile: (787) 977-5090
Email: cinfante@estrellallc.com
About Caribbean Trading Company
Caribbean Trading Company, Inc. is a Puerto Rico-based company
which provides unique art, souvenirs, gift baskets, corporate
incentive gifts and promotional products.
Caribbean Trading Company sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 20-03479) on Aug. 31,
2020. At the time of the filing, the Debtor had estimated assets
of less than $50,000 and liabilities of between $100,001 and
$500,000.
Judge Brian K. Tester oversees the case.
Estrella LLC is the Debtor's legal counsel.
CARVER BANCORP: Grosses $948K From Stock Offering
-------------------------------------------------
Carver Bancorp, Inc., parent company of Carver Federal Savings
Bank, entered into an Investment Agreement with Banc of America
Strategic Investments Corporation, a Delaware corporation, under
which it issued and sold 147,227 shares of its common stock, par
value $0.01, at a price of $6.62 per share. The shares were issued
on Oct. 15, 2020, in a private placement exempt from registration
under Section 4(2) of the Securities Act of 1933, as amended, and
Regulation D of the rules and regulations promulgated thereunder.
The offering resulted in gross proceeds of $947,643. There were no
underwriting discounts or commissions.
About Carver Bancorp
Carver Bancorp, Inc., is the holding company for Carver Federal
Savings Bank, a federally chartered savings bank. The Company is
headquartered in New York, New York. The Company conducts business
as a unitary savings and loan holding company, and the principal
business of the Company consists of the operation of its
wholly-owned subsidiary, Carver Federal. Carver Federal was
founded in 1948 to serve African-American communities whose
residents, businesses and institutions had limited access to
mainstream financial services. The Bank remains headquartered in
Harlem, and predominantly all of its seven branches and four
stand-alone 24/7 ATM centers are located in low- to moderate-income
neighborhoods.
Carver Bancorp reported a net loss of $5.42 million for the year
ended March 31, 2020, compared to a net loss of $5.94 million for
the year ended March 31, 2019. As of June 30, 2020, the Company
had $670.7 million in total assets, $623.6 million in total
liabilities, and $47.04 million in total equity.
CEDAR MART: Trustee Hires Sherman & Yaquinto as Legal Counsel
-------------------------------------------------------------
Robert Yaquinto Jr., the Chapter 11 Trustee of Cedar Mart, Inc.,
seeks approval from the U.S. Bankruptcy Court for the Northern
District of Texas to retain the law firm of Sherman & Yaquinto,
L.L.P., as its attorney.
The Trustee asserts that it is necessary to retain an attorney for
the purposes of preparing documents to sell assets of the Estate;
to represent the estate in adversary actions; to review
transactions for possible preferences or fraudulent conveyances; to
review claims and, if necessary, file objections thereto; and to
render any other legal services that are necessary to administer
the assets of this Estate.
Sherman & Yaquinto will be paid its regular hourly rate based on
time and standard billable charges.
Mr. Yaquinto attests that neither he nor his firm hold or represent
any interest adverse to the estate are "disinterested persons"
within the meaning of 11 U.S.C. Sec. 101(14).
The firm can be reached through:
Robert Yaquinto, Jr.
SHERMAN & YAQUINTO, L.L.P.
509 N. Montclair Avenue
Dallas, TX 75208-5498
Tel: 214/942-5502
Fax: 214/946-7601
About Cedar Mart
Cedar Mart, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-30813) on March 6,
2020. At the time of the filing, the Debtor was estimated to have
between $100,001 and $500,000 in assets, and less than $50,000 in
liabilities. Judge Harlin Dewayne Hale oversees the case. Joyce
W. Lindauer Attorney, PLLC served as the Debtor's legal counsel.
CENTER CITY HEALTHCARE: Aims for Smooth Chapter 11 Plan Path
------------------------------------------------------------
Law360 reports that the Center City Healthcare LLC told a Delaware
judge Thursday, October 22, 2020 that it hopes for a smoother ride
throughout the rest of its Chapter 11 as it seeks to reconcile
claim disputes and pursue potential liability actions on the path
toward finalizing a Chapter 11 plan.
During a virtual hearing, Center City Healthcare told U. S.
Bankruptcy Judge Mary F. Walrath that it is in the process of
working with the committee of unsecured creditors to determine if
it will pursue potential causes of action related to events leading
up to its bankruptcy filing and how the company's operations were
handled.
About Center City Healthcare
d/b/a Hahnemann University Hospital
Center City Healthcare, LLC, is a Delaware limited liability
company that operates Hahnemann University Hospital. Its parent
company is Philadelphia Academic Health System, LLC, which is also
the parent company of St. Christopher's Healthcare, LLC and its
affiliated physician groups.
Center City Healthcare and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-11466) on June 30, 2019. At the time of the filing, the Debtors
were estimated to have assets of between $100 million and $500
million and liabilities of the same range. The cases are assigned
to Judge Kevin Gross.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel;
EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as
investment banker; and Omni Management Group, Inc., as claims and
noticing agent.
Andrew Vara, acting U.S. trustee for Region 3, appointed a
committee of unsecured creditors on July 15, 2019. The committee
tapped Fox Rothschild LLP as legal counsel; Sills Cummis & Gross
P.C. as co-counsel; and Berkeley Research Group, LLC as financial
advisor.
Suzanne Koenig has been appointed as the patient care ombudsman.
CENTURY 21: Seeks to Hire Stretto as Administrative Advisor
-----------------------------------------------------------
Century 21 Department Stores LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of New
York to hire Stretto as their administrative advisor.
The firm will render the following services:
a. assist with claims management and reconciliation, plan
solicitation, balloting, disbursements, and tabulation of votes,
and prepare any related reports;
b. prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
c. assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
d. provide a confidential data room, if requested;
e. manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
f. provide other processing, solicitation, balloting and other
administrative services.
The Debtors have agreed to make an advance payment in the amount of
$50,000 for the firm's services.
Sheryl Betance, managing director at Stretto, 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:
Sheryl Betance
Stretto
410 Exchange, Ste. 100
Irvine, CA 92606
Telephone: (714) 716-1872
Email: sheryl.betance@stretto.com
About Century 21
Century 21 Department Stores LLC and its affiliates are pioneers in
off-price retail offering access to designer brands at amazing
prices. They opened their iconic flagship location in downtown
Manhattan in 1961. As of the petition date, the Debtors have 13
stores across New York, New Jersey, Pennsylvania and Florida and an
online retail presence, operate seasonal pop-ups, and employ other
innovative retail concepts. Visit http://www.c21stores.comfor more
information.
Century 21 Department Stores LLC and its affiliates sought Chapter
11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12097 on Sept. 10,
2020). Century 21 was estimated to have $100 million to $500
million in assets and liabilities as of the bankruptcy filing.
The Hon. Shelley C. Chapman is the case judge.
The Debtors have tapped Proskauer Rose LLP as their legal counsel,
Berkeley Research Group LLC as financial advisor, and Hilco
Merchant Resources LLC as liquidation consultant. Stretto is
Debtors' claims agent.
On Sept. 16, 2020, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors. The committee is
represented by Lowenstein Sandler, LLP.
CENTURY 21: Taps Hilco IP Services as IP Consultant
---------------------------------------------------
Century 21 Department Stores LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of New
York to hire Hilco IP Services, LLC as consultant.
The Debtors need the services of the firm to market and facilitate
the sale of their intellectual property.
Hilco IP will be paid as follows:
(a) a fee of $15,000 for the preparation of a valuation
report, payable in full upon delivery, and
(b) a commission based on the aggregate cash or non-cash
consideration received in exchange for the intellectual property
generated from the sale, assignment, license, or other disposition
of the intellectual property as follows:
a. 7.5 percent of the amount of aggregate gross proceeds
up to $1 million; plus
b. 10 percent of the amount of aggregate gross proceeds
between $1 million and $3 million; plus
c. 12.5 percent of the amount of aggregate gross proceeds
above $3 million.
David Peress, executive vice president of Hilco IP, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David Peress
Hilco IP Services, LLC
2 Batterymarch Park
1 Pine Hill Drive, Suite 500
Quincy, MA 02169
Telephone: (781) 471-1239
Email: dperess@hilcoglobal.com
About Century 21
Century 21 Department Stores LLC and its affiliates are pioneers in
off-price retail offering access to designer brands at amazing
prices. They opened their iconic flagship location in downtown
Manhattan in 1961. As of the petition date, the Debtors have 13
stores across New York, New Jersey, Pennsylvania and Florida and an
online retail presence, operate seasonal pop-ups, and employ other
innovative retail concepts. Visit http://www.c21stores.comfor more
information.
Century 21 Department Stores LLC and its affiliates sought Chapter
11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12097 on Sept. 10,
2020). Century 21 was estimated to have $100 million to $500
million in assets and liabilities as of the bankruptcy filing.
The Hon. Shelley C. Chapman is the case judge.
The Debtors have tapped Proskauer Rose LLP as their legal counsel,
Berkeley Research Group LLC as financial advisor, and Hilco
Merchant Resources LLC as liquidation consultant. Stretto is
Debtors' claims agent.
On Sept. 16, 2020, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors. The committee is
represented by Lowenstein Sandler, LLP.
CENTURY ALUMINUM: Issues WARN Notice at Mt. Holly, SC Smelter
-------------------------------------------------------------
Century Aluminum of South Carolina, a wholly-owned subsidiary of
Century Aluminum Company, issued a notice to employees at its Mt.
Holly, South Carolina aluminum smelter of its intent to curtail
plant operations if the smelter is unable to secure a competitively
priced power arrangement to deliver energy to the plant. The
announcement was made pursuant to the federal Working Adjustment
and Retraining Notification Act (WARN).
If a competitively priced power arrangement cannot be secured,
Century Aluminum of South Carolina will curtail 100% of smelter
operations by no later than Dec. 31, 2020, when its current power
contract with the South Carolina Public Service Authority (also
known as Santee Cooper) expires. Santee Cooper's rates are the
highest offered to any U. S. smelter and nearly twice as high as
Century would be able to obtain on the open market.
"Mt. Holly is the newest, most efficient and, except for its power
costs, the lowest cost aluminum smelter in the United States, with
a dedicated and highly skilled workforce and a reputation for
quality production as assessed by a world class customer base,"
commented Michael Bless, Century Aluminum Company president and
chief executive officer. "The closure of Mt. Holly would be a
distressing and totally unnecessary tragedy for our 295 employees,
their families and the broader community in South Carolina. With
competitively priced power, Mt. Holly would return to full
capacity, employing 600 persons, supporting over 2,000 total jobs
and creating $1 billion in economic activity."
Mr. Bless continued, "The loss of one of the last six primary
aluminum smelters in the U.S. would irreparably harm our country's
ability to produce this critical material. The Administration has
sought to address the worst effects of unfair foreign competition
and illegal subsidies that foreign governments provide to their
companies; many of these subsidies are in the form of below-market
power contracts. With access to competitive (not subsidized)
market-based power, smelters in this country can and do compete
vigorously on the world stage and expand their footprints; our
plants in Kentucky are prime examples of this truism. Tragically,
the situation in South Carolina represents the inverse, as Mt.
Holly is effectively being required to pay a significantly
above-market power price in the state."
"We are willing to pursue any route that leads to a market-based
power price for Mt. Holly," concluded Mr. Bless. "As we have said
before, with market-based power all 295 jobs at Mt. Holly would be
retained, an objective made even more critical during the uncertain
times that lie ahead. Mt. Holly could begin the process of
bringing the plant back to full production, eventually employing
600 people. Over $1 billion in economic activity in South Carolina
would be protected. Lastly, a vital national resource would be
preserved. We hope and pray that a rational assessment of such an
arrangement and its results will lead to a result benefitting
all."
About Century Aluminum Company
Century Aluminum Company -- http://www.centuryaluminum.com-- is a
global producer of primary aluminum and operates aluminum reduction
facilities, or "smelters," in the United States and Iceland.
The Company reported a net loss of $80.8 million for the year ended
Dec. 31, 2019, compared to a net loss of $66.2 million for the year
ended Dec. 31, 2018. As of June 30, 2020, the Company had $1.52
billion in total assets, $249.6 million in total current
liabilities, $625.7 million in total noncurrent liabilities, and
$648.7 million in total shareholders' equity.
* * *
As reported by the TCR on April 17, 2020, Moody's Investors Service
downgraded the Corporate Family Rating of Century Aluminum Company
to Caa1 from B3. "The ratings downgrade reflects Moody's
expectations of further deterioration in Century's credit profile
due to the impact of the coronavirus outbreak on the global
aluminum demand, prices and regional premiums, which have declined
materially since the beginning of 2020," said Botir Sharipov, vice
president and lead analyst for Century Aluminum.
CHECKMATE COMMUNICATIONS: Case Summary & 20 Unsecured Creditors
---------------------------------------------------------------
Debtor: Checkmate Communications, LLC
142 Danforth Avenue
Jersey City, NJ 07305
Business Description: Checkmate Communications, LLC is an
electrical equipment supplier in Jersey
City, New Jersey.
Chapter 11 Petition Date: October 22, 2020
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 20-21872
Debtor's Counsel: Paul J. Maselli, Esq.
MASELLI WARREN, P.C.
600 Alexander Road, Suite 3-1A
Princeton, NJ 08540
Tel: 609-452-8411
E-mail: omaselli@maselliwarren.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Leon Davis, member.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com:
https://www.pacermonitor.com/view/NKAT43Y/Checkmate_Communications_LLC__njbke-20-21872__0002.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/MY3RIKI/Checkmate_Communications_LLC__njbke-20-21872__0001.0.pdf?mcid=tGE4TAMA
CHESAPEAKE ENERGY: Committee Taps Opportune as Valuation Consultant
-------------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Chesapeake Energy Corporation and its
affiliates seeks approval from the U.S. Bankruptcy Court for the
Southern District of Texas to hire Opportune LLP as its special
valuation consultant.
The services that Opportune will provide to the committee are as
follows:
a. review and provide analysis of financial information;
b. review and provide analysis of discovery and other
materials offered by the Debtors, their counsel and advisors, and
other case parties;
c. provide expert valuation services with respect to the value
of certain of the Debtors' assets;
d. assist in the preparation of an expert work product and
supporting testimony;
e. review and provide rebuttal of any counterparty expert work
product;
f. assist with the preparation for and attendance at
counterparty depositions;
g. provide engagement in negotiations with counterparties;
h. assist in the determination of an appropriate go-forward
capital structure for the Debtors;
i. attend meetings with and on behalf of the Committee;
j. assist the committee in developing, evaluating,
structuring, and negotiating the terms and conditions of any
restructuring or plan of reorganization;
k. assist the committee with any matters related to the
reorganization of the Debtors;
l. evaluate the Debtors' debt capacity;
m. analyze potential financing, merger, divestiture,
joint-venture, or investment transaction(s);
n. provide deposition or courtroom testimony with respect to
certain matters arising in connection with the engagement; and
o. provide other financial advisory services as the committee
may deem necessary.
The firm will be paid by the committee for its services at the
current hourly billing rates for its personnel as follows:
Managing Partner $1,150
Partner $1,050
Managing Directors $875
Directors $775
Managers $680
Senior Consultants $515
Consultants $450
Administrative Professional $275
Opportune will be compensated an additional one-time fee of
$250,000 if asked to deliver an expert report to an audience
outside of the committee or its professionals and in anticipation
of testimony, earned upon the delivery of the report. Additionally,
if the firm is required to provide testimony in court or via
deposition with respect to the expert report or otherwise in
connection with the services, Opportune will be compensated an
additional one-time fee of $500,000, earned in full upon the first
instance of any such testimony.
Ryan Bouley, Esq., a partner at Opportune, 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:
Ryan Bouley, Esq.
Opportune LLP
711 Louisiana, Suite 3100
Houston, TX 77002
Telephone: (713) 490-5050
About Chesapeake Energy
Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NYSE: CHK) operations are focused on discovering and developing
its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States.
Chesapeake Energy reported a net loss of $308 million for the year
ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19
billion in total assets, $2.39 billion in total current
liabilities, $9.40 billion in total long-term liabilities, and
$4.40 billion in total equity.
Chesapeake Energy and its affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after
reaching terms of a Chapter 11 plan of reorganization to eliminate
approximately $7 billion of debt.
Debtors have tapped Kirkland & Ellis LLP as legal counsel, Jackson
Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as
restructuring advisor, Rothschild & Co and Intrepid Financial
Partners as financial advisors, and Reevemark as communications
advisor. Epiq Global is the claims agent, maintaining the page
http://www.chk.com/restructuring-information.
Wachtell, Lipton, Rosen & Katz serves as legal counsel to
Chesapeake Energy's Board of Directors.
MUFG Union Bank, N.A., the DIP facility agent and exit facilities
agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors
LLC as financial advisor, and Houlihan Lokey Capital Inc. as
investment banker.
Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal
counsel to an ad hoc group of first lien last out term loan lenders
while Perella Weinberg Partners and Tudor, Pickering, Holt & Co.
serve as the group's investment bankers.
Franklin Advisers, Inc. has tapped Akin Gump Strauss Hauer & Feld
LLP as legal counsel, FTI Consulting, Inc. as financial advisor,
and Moelis & Company LLC as investment banker.
On July 9, 2020, the Office of the U.S. Trustee appointed a
committee to represent unsecured creditors in Debtors' Chapter 11
cases. The unsecured creditors' committee has tapped Brown Rudnick,
LLP and Norton Rose Fulbright US, LLP as its legal counsel, and
AlixPartners, LLP as its financial advisor.
On July 24, 2020, the bankruptcy watchdog appointed a committee of
royalty owners. The royalty owners' committee is represented by
Forshey & Prostok, LLP.
CHESAPEAKE ENERGY: Cuts 15% of Workforce
----------------------------------------
Koco 5 News reports that about 200 people have lost their jobs at
Chesapeake Energy in mid-September, representing roughly 15% of the
company's workforce. A current employee told KOCO 5 that it's
"like a bloodbath inside" and employees didn't have any warning of
the layoffs.
"The company itself has had some difficulties because of their
extremely large debt," said Dewey Bartlett Jr., chairman of the
Oklahoma Energy Producers Alliance.
Chesapeake reported debt of as much as $21.5 billion when it filed
for bankruptcy.
"It's a real tough, tough situation, obviously," Bartlett said.
Mr. Bartlett said he isn't shocked to hear about Chesapeake layoffs
because the price of oil has plummeted throughout 2020.
Mr. Bartlett said he doesn't think the layoffs will be the last for
the Oklahoma City-based energy company. He said he expects about
1,000 jobs to be lost throughout the country and thinks the company
is only about halfway through those losses.
"It really has devastated the entirety of the oil and gas
industry," he said of low oil prices.
Bartlett said the only way for Chesapeake and companies like it to
rebound is to have the country operate like it did pre-COVID.
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.
The Debtors tapped Kirkland & Ellis LLP as legal 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.
CHESAPEAKE ENERGY: Litigation Claimants Object to Amended Outline
-----------------------------------------------------------------
Stefanie and Timothy Delasandro object to the Revised and Amended
Disclosure Statement filed by Chesapeake Energy Corporation and its
debtor affiliates on thesegrounds:
* The Debtors do not adequately disclose the anticipated
distinction of treatment between pre- and post-petition royalty,
including the treatment of post-petition royalty as an amount
payable in the ordinary course of the Debtors' business.
* The Debtors do not adequately delineate the rights of royalty
owners to suspense or registry funds, which are not property of the
estate, and which would not be included in a voting claim.
* The Debtors do not adequately explain the impact of their
proposed reservation of "Causes of Action" on setoff rights of
potential creditors, including those who do or do not elect to file
proofs of claim.
* The Debtors do not adequately disclose the impact of the
proposed plan upon the automatic termination of mineral leases by
operation of Louisiana law.
* The Debtors do not adequately disclose how litigation such as
the two matters pending which involve the Delasandros would be
treated post-confirmation.
* The Debtors do not make clear whether their leases with the
Delasandros are subject to assumption or rejection by the Debtors
or may be assigned.
"The Delasandros are private citizens who will be
disproportionately affected by the Debtors' Plan and its impact on
their future. Therefore, the Debtors must make absolutely all
details relating to the treatment of their litigation and claims.
Without such information, the Delasandros are completely unable to
assess the Plan and cast their votes. Indeed, they cannot
determine with certainty if they are entitled to vote on the Plan,"
according to the objection.
A full-text copy of the Delasandros' objection to the amended
disclosure statement dated October 15, 2020, is available at
https://tinyurl.com/y4nwfgyd from PacerMonitor.com at no charge.
Attorneys for the Delsandros:
Lynnette R. Warman
Culhane Meadows PLLC
100 Crescent Ct., Suite 700
Dallas TX, 75201
Tel: (214) 693-6525
E-mail: Lwarman@CM.law
About Chesapeake Energy
Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NYSE: CHK) operations are focused on discovering and developing
its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States.
Chesapeake Energy reported a net loss of $308 million for the year
ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19
billion in total assets, $2.39 billion in total current
liabilities, $9.40 billion in total long-term liabilities, and
$4.40 billion in total equity.
Chesapeake Energy and its affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after
reaching terms of a Chapter 11 plan of reorganization to eliminate
approximately $7 billion of debt.
Debtors have tapped Kirkland & Ellis LLP as legal counsel, Jackson
Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as
restructuring advisor, Rothschild & Co and Intrepid Financial
Partners as financial advisors, and Reevemark as communications
advisor. Epiq Global is the claims agent, maintaining the page
http://www.chk.com/restructuring-information.
Wachtell, Lipton, Rosen & Katz serves as legal counsel to
Chesapeake Energy's Board of Directors.
MUFG Union Bank, N.A., the DIP facility agent and exit facilities
agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors
LLC as financial advisor, and Houlihan Lokey Capital Inc. as
investment banker.
Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal
counsel to an ad hoc group of first lien last out term loan lenders
while Perella Weinberg Partners and Tudor, Pickering, Holt & Co.
serve as the group's investment bankers.
Franklin Advisers, Inc. has tapped Akin Gump Strauss Hauer & Feld
LLP as legal counsel, FTI Consulting, Inc. as financial advisor,
and Moelis & Company LLC as investment banker.
On July 9, 2020, the Office of the U.S. Trustee appointed a
committee to represent unsecured creditors in Debtors' Chapter 11
cases. The unsecured creditors' committee has tapped Brown Rudnick,
LLP and Norton Rose Fulbright US, LLP as its legal counsel, and
AlixPartners, LLP as its financial advisor.
On July 24, 2020, the bankruptcy watchdog appointed a committee of
royalty owners. The royalty owners' committee is represented by
Forshey & Prostok, LLP.
CHESAPEAKE ENERGY: Regulator Backs ETC in Pipeline DIspute
----------------------------------------------------------
Reuters reports that US energy regulators sided with pipeline
operator Energy Transfer in a challenge to bankrupt oil and gas
producer Chesapeake Energy's request to cancel a nearly $300
million contract, court filings show.
Chesapeake ignited a fight when it asked the US Bankruptcy Court in
Houston to approve breaking pipeline contracts, including with
Energy Transfer and Crestwood Equity Partners.
The Federal Energy Regulatory Commission (FERC) in a filing argued
that it should have equal say with the bankruptcy court over
regulated pipeline contracts. FERC recently sought to have its
voice included in contract disputes including with bankrupt utility
PG&E Corp.
"(A)ny court that decides the debtors' (Chesapeake's) motion to
reject will have to consider the intersection of the bankruptcy
code and non-bankruptcy federal law," said US Attorney Ryan
Patrick, who is representing FERC in the case.
Energy Transfer wants to keep its contract, insisting it is more
complex than many canceled in bankruptcy courts in the past.
It also has won Trump administration support for its fight to
continue its Dakota Access crude oil pipeline. Company chief Kelsey
Warren has been a donor to the president.
Chesapeake, the largest oil and gas producer to file for protection
from creditors in at least five years, wants to rid itself of $7
billion in debt and expenses including the pipeline contracts.
Pipeline operator Tallgrass Energy separately has sought to prevent
bankrupt Ultra Petroleum from cancelling a contract. It has asked
FERC to intervene on cancellation of pipeline contracts through
bankruptcies.
"It fundamentally comes down to an argument that these contracts
have unique aspects and that FERC is the one that can tell the
difference," said Rick Smead, managing director for advisory
services at RBN Energy.
The Ultra Petroleum decision is expected to land first and could
have implications for many other contract rejection legal disputes
in the future, Smead said.
ETC, represented by Akerman, is a subsidiary of Energy Transfer LP.
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.
The Debtors tapped Kirkland & Ellis LLP as legal 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.
CHESAPEAKE ENERGY: Tributary Resources Objects to Plan Disclosures
------------------------------------------------------------------
Tributary Resources, LLC, a creditor, filed its objection and
reservation of rights with respect to Chesapeake Energy Corporation
and forty affiliated companies' Disclosure Statement:
* Notwithstanding the fact that the Tributary Litigation was
filed November 17, 2017, and the service of process was completed
on Chesapeake on November 20, 2017, Chesapeake nonetheless "spud"
the first of its four new horizontal oil and gas wells on December
10, 2017, and therefore knowingly drilled under the disputed Base
Lease.
* The Debtors have advised Tributary that Debtors have not
suspend funds from the New Wells on account of Tributary's claims.
Upon information and belief, the disputed revenue is being used in
the administration of Debtors' estate, contrary to Tributary's
rights and without Tributary's consent.
* Knowledge of how the plan will impact the continuing
maintenance of mineral lease rights is material to any mineral
lessor considering the Plan.
* The language within the Disclosure Statement regarding
preservation of royalty and working interest rights should further
disclose the automatic termination of Oklahoma mineral leases for
non-production under Oklahoma law, and the recognition of the same
by court of law, is not a claim, and is not subject to "discharge
and/or release" by the Plan.
A full-text copy of the Tributary's objection to the Disclosure
Statement dated October 15, 2020, is available at
https://tinyurl.com/y3k2b43t from PacerMonitor.com at no charge.
Attorneys for Tributary Resources:
CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & AUGHTRY, P.C.
Jarrod B. Martin
1200 Smith Street, Suite 1400
Houston, Texas 77002
Tel: 713.356.1280
Fax: 713.658.2553
E-mail: jarrod.martin@chamberlainlaw.com
About Chesapeake Energy
Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NYSE: CHK) operations are focused on discovering and developing
its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States.
Chesapeake Energy reported a net loss of $308 million for the year
ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19
billion in total assets, $2.39 billion in total current
liabilities, $9.40 billion in total long-term liabilities, and
$4.40 billion in total equity.
Chesapeake Energy and its affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after
reaching terms of a Chapter 11 plan of reorganization to eliminate
approximately $7 billion of debt.
Debtors have tapped Kirkland & Ellis LLP as legal counsel, Jackson
Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as
restructuring advisor, Rothschild & Co and Intrepid Financial
Partners as financial advisors, and Reevemark as communications
advisor. Epiq Global is the claims agent, maintaining the page
http://www.chk.com/restructuring-information.
Wachtell, Lipton, Rosen & Katz serves as legal counsel to
Chesapeake Energy's Board of Directors.
MUFG Union Bank, N.A., the DIP facility agent and exit facilities
agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors
LLC as financial advisor, and Houlihan Lokey Capital Inc. as
investment banker.
Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal
counsel to an ad hoc group of first lien last out term loan lenders
while Perella Weinberg Partners and Tudor, Pickering, Holt & Co.
serve as the group's investment bankers.
Franklin Advisers, Inc. has tapped Akin Gump Strauss Hauer & Feld
LLP as legal counsel, FTI Consulting, Inc. as financial advisor,
and Moelis & Company LLC as investment banker.
On July 9, 2020, the Office of the U.S. Trustee appointed a
committee to represent unsecured creditors in Debtors' Chapter 11
cases. The unsecured creditors' committee has tapped Brown Rudnick,
LLP and Norton Rose Fulbright US, LLP as its legal counsel, and
AlixPartners, LLP as its financial advisor.
On July 24, 2020, the bankruptcy watchdog appointed a committee of
royalty owners. The royalty owners' committee is represented by
Forshey & Prostok, LLP.
CLEARPOINT CHEMICALS: Finoric, 2 Others Appointed to Committee
--------------------------------------------------------------
Judge Jerry Oldshue of the U.S. Bankruptcy Court for the Southern
District of Alabama ordered the appointment of these creditors to
the official committee of unsecured creditors in the Chapter 11
case of Clearpoint Chemicals, LLC:
1. Finoric, LLC
Attention: Ambrish Kamdar
8115 Loop 540
Beasley, TX 77417
Tel: (773) 829-5811
2. Isomeric Industries Inc.
Attention: Chris Harken
3400 Research Forest Drive, Suite B4
The Woodlands, TX 77381
Tel: (678) 713-4275
Fax: (855) 713-4275
3. Oilfield Solutions Inc.
Attention: Gary Sisson
2614 S. County Road 1257
Midland, TX 79706
Tel: (432) 561-5071
Fax: (432) 561-5073
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Clearpoint Chemicals
Clearpoint Chemicals, LLC operates in the specialty chemical
services industry. It develops customer-specific chemical
solutions, provides in-house last mile logistics, and delivers
on-site application and management, and continued communication and
project assessment services.
Clearpoint Chemicals sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ala. Case No. 20-12274) on Sept. 29,
2020. At the time of the filing, the Debtor disclosed assets of
between $10 million and $50 million and liabilities of the same
range.
Judge Jerry C. Oldshue oversees the case. Silver, Volt & Garrett
serves as Debtor's legal counsel.
CLEVELAND BIOLABS: Issues Shareholder Letter
--------------------------------------------
Cytocom, Inc., a leading biopharmaceutical company in the area of
immune-modulation, announced that its Chief Executive Officer,
Michael K. Handley, has issued a Letter to the stockholders of
Cytocom and Cleveland BioLabs, Inc. regarding the recently
announced merger between the companies. The full text of the
letter, which has also been posted to the Company's website, is as
follows.
Dear Shareholder,
In July we announced that Cytocom had signed an agreement to
acquire ImQuest Life Sciences, Inc., a drug development company and
contract research organization. We followed that yesterday with
our announcement that Cytocom has signed a definitive merger
agreement with Cleveland BioLabs, Inc. (NASDAQ: CBLI). I write to
welcome all stockholders of both companies to the Cytocom family,
and to provide our vision for the combined entities. Once the
Cytocom/Cleveland BioLabs merger is completed, we will have a new
company operating under the name "Cytocom, Inc." that we expect to
have listed on the Nasdaq Capital Market if the combined company
meets all the Nasdaq listing requirements. We anticipate trading on
the Nasdaq Capital Market under the proposed ticker symbol "CYTO."
This merger represents the culmination of months of hard work and
the dedication of many talented people. We are proud to have
reached this milestone and are excited about what we can accomplish
in the future.
The all-stock transaction, which was unanimously approved by both
companies' Boards of Directors and received majority shareholder
approval, is expected to close in the first quarter of 2021. After
close, the new Cytocom will include a shareholder base comprised of
the former shareholders of Cleveland BioLabs, ImQuest Life
Sciences, and Cytocom. The equity holders in Cytocom will become
majority holders of Cleveland BioLabs' outstanding common stock
upon close of the merger.
Cytocom is a late-stage clinical biopharmaceutical company focused
on developing immune-modulating agents for the treatment of serious
diseases. We boast a robust pipeline that includes, among other
programs, four Phase 3-ready clinical programs for Crohn's disease,
fibromyalgia, multiple sclerosis, and pancreatic cancer.
The merger with Cleveland BioLabs and the potential subsequent
Nasdaq listing (contingent on meeting Nasdaq listing requirements)
fit firmly with our vision to become a recognized leader in
immune-modulating treatments targeting infectious diseases,
including COVID-19, cancer, inflammation and autoimmune diseases,
and further builds on our intended acquisition of ImQuest Life
Sciences. We believe this transaction will enhance our visibility
and exposure to the public markets, and by doing so will enable us
to showcase the power of our drug development platform and our
near-term clinical and commercial milestones to further generate
shareholder value.
Two lead investigative compounds developed using our proprietary
platform -- CYTO-201 for the treatment of Crohn's disease and
CYTO-401 for the treatment of pancreatic cancer -- are expected to
enter Phase 3 clinical trials by the first quarter of 2021. A
Phase 2 clinical trial for COVID-19 is expected to begin this year.
We remain focused on advancing these drug candidates through the
clinical trial process.
Building on our growth strategy are the assets we will acquire from
Cleveland BioLabs, as well as the drug development tools and
services obtained with the acquisition of ImQuest Life Sciences.
These two transactions represent a transformative growth
opportunity, not only for Cytocom, but also for the shareholders of
both Cleveland BioLabs and ImQuest Life Sciences.
Founded in 2003, in partnership with Cleveland Clinic, Cleveland
BioLabs is pursuing the development of a proprietary platform of
toll-like immune receptor activators with applications in radiation
sickness, cancer radiation therapy and counteracting cancer
treatment side effects, as well as cancer immunotherapy and
vaccines. The company's lead drug candidate, entolimod, a specific
toll-like receptor 5 (TLR5) agonist is nearing its submission for
FDA approval for use in Acute Radiation Syndrome, has also shown
preclinical potential as a cancer immunotherapy. It has advanced
into early-stage clinical trials for advanced solid tumors and
colorectal cancer. We look forward to accelerating the development
of entolimod and other product candidates emerging from this unique
platform as part of our mission to introduce a new generation of
immunotherapies targeting serious medical needs.
ImQuest Life Sciences and its contract research organization, which
is under its ImQuest Biosciences subsidiary, expands our reach in a
different but complementary direction. This is a self-sustaining
revenue generating business that should expand our relationships in
the drug development arena, as well as expand our own drug
development capabilities. The ImQuestSUCCESS platform of services
and tools offered by ImQuest Biosciences help drug makers evaluate
preclinical drug candidates to identify compounds that are likely
to succeed in preclinical and clinical trials. The ability to
minimize time-consuming and expensive preclinical and clinical
failures is a potential gamechanger for drug makers, and ImQuest
has proven its unique capabilities. Cytocom is excited to utilize
and further develop these same tools to strengthen our internal
drug discovery and development efforts. We also plan to continue
offering these same tools to other drug makers.
In the months to come, Cytocom will be working to close its merger
with Cleveland BioLabs, formalize its acquisition of ImQuest Life
Sciences and its subsidiaries, and prepare for our potential debut
as a publicly-traded company. After the closing of the
acquisition, ImQuest BioSciences will continue to operate as a
wholly owned subsidiary of Cytocom under its existing management
team, led by Dr. Robert W. Buckheit, Jr., President and Chief
Scientific Officer. Dr. Buckheit is also serving as the Chief
Technical Officer of Cytocom.
Again, I would like to thank our employees for their dedication and
loyalty along with our stakeholders for their continued support as
we evolve and grow in an effort to become one of the top recognized
immune-focused companies.
Best Regards,
Michael K. Handley,
CEO
Cytocom, Inc.
About Cleveland BioLabs
Cleveland BioLabs, Inc. -- http://www.cbiolabs.com/-- is a
biopharmaceutical company developing novel approaches to activate
the immune system and address serious medical needs. The
Company's
proprietary platform of Toll-like immune receptor activators has
applications in radiation mitigation and oncology. The Company's
most advanced product candidate is entolimod, which is being
developed as a medical radiation countermeasure for the prevention
of death from acute radiation syndrome and other indications in
radiation oncology. The Company was incorporated in Delaware in
June 2003 and is headquartered in Buffalo, New York.
Cleveland Biolabs recorded a net loss of $2.69 million for the year
ended Dec. 31, 2019, compared to a net loss of $3.71 million for
the year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$4.08 million in total assets, $787,335 in total liabilities, and
$3.29 million in total stockholders' equity.
Meaden & Moore, Ltd., in Cleveland, Ohio, the Company's auditor
since 2005, issued a "going concern" qualification in its report
dated April 14, 2020 citing that the Company continues to have
negative cash flow from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
COSI INC: Seeks to Hire Citrin Cooperman as Accountant
------------------------------------------------------
Cosi, Inc. and its debtor-affiliates seek authority from the US
Bankruptcy Court for the District of Delaware to hire Citrin
Cooperman & Company LLP as their accountant.
Citrin will prepare the Debtors' income tax returns for the fiscal
year ended Dec. 30, 2019 and audit the Debtors' 401K Plan for the
fiscal year ended Dec. 30, 2019.
The Debtors will pay Citrin $37,000 for the services necessary for
completion of the Tax Services.
The fixed fee agreed to by Citrin for the 401K Services $12,500.
The Debtors expect that the 401K Services will be compensated out
of assets of the 401K Plan.
If additional services outside the scope of the 401K Services and
Tax Services are requested, such additional services may be
performed at Citrin's current hourly rates:
Partner $480
Director $430
Manager $360
Supervisors $240
Staff $160
Mark Henry, a partner of Citrin, assures the court that the firm is
a "disinterested person," as such term is defined in section
101(14) of the Bankruptcy Code, as modified by section 1107(b) of
the Bankruptcy Code.
The firm can be reached through:
Mark Henry
Citrin Cooperman & Company LLP
529 5th Avenue
New York, NY 10017
Phone: 212-697-1000
About Cosi Inc.
Cosi, Inc. -- https://www.getcosi.com/ -- and its affiliates
operate fast-casual restaurants under the COSI brand. COSI features
flatbread made fresh throughout the day and specializes in a
variety of made-to-order hot and cold sandwiches, salads, bowls,
breakfast wraps, bagels, melts, soups, flatbread pizzas,
snacks,desserts, and a large offering of handcrafted, coffee-based,
and specialty beverages.
Cosi, Inc., and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 20-10417) on Feb. 24, 2020. Cosi, Inc., was
estimated to have $10 million to $50 million in assets and
liabilities.
The Debtors tapped Cozen O'Connor as counsel. Omni Agent Solutions
is the claims and noticing agent.
COSMOLEDO LLC: Committee Taps Getzler Henrich as Financial Advisor
------------------------------------------------------------------
The official committee of unsecured creditors of Cosmoledo, LLC and
affiliates seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire Getzler Henrich & Associates
LLC, as its financial advisor.
The Committee requires Getzler Henrich to:
-- assist in the review of financial related disclosures
required by the Court, including the Schedules of Assets and
Liabilities, the Statement of Financial Affairs and Monthly
Operating Reports;
-- assist in the preparation of analyses required to assess any
proposed Debtors-In-Possession (DIP) financing or use of cash
collateral;
-- assist with the assessment and monitoring of the Debtors'
short term cash flow, liquidity, and operating results;
-- assist with the review of the Debtors' proposed key employee
retention and other employee benefit programs;
-- assist with the review of the Debtors' analysis of core
business assets and the potential disposition or liquidation of
non-core assets;
-- assist with the review of the Debtors' cost/benefit analysis
with respect to the affirmation or rejection of various executory
contracts and leases;
-- assist with the review of the Debtors' identification of
potential cost savings;
-- assist in the review and monitoring of any asset sale
process, including, but not limited to an assessment of the
adequacy of the marketing process, completeness of any buyer lists,
review and quantifications of any bids;
-- assist with review of any tax issues associated with, but not
limited to, claims/stock trading, preservation of net operating
losses, refunds due to the Debtors or their principal shareholder,
plans of reorganization, and asset sales;
-- assist in the review of the claims reconciliation and
estimation process;
-- assist in the review of other financial information prepared
by the Debtors, including, but not limited to, cash flow
projections and budgets, business plans, cash receipts and
disbursement analysis, asset and liability analysis, and the
economic analysis of proposed transactions for which Court approval
is sought;
-- attend at meetings and assistance in discussions with the
Debtors, potential purchasers, secured creditor, the Committee and
any other official committees organized in this chapter 11
proceeding, the UST, other parties in interest and professionals
hired by the same, as requested;
-- assist in the review and/or preparation of information and
analysis necessary for the confirmation of a plan and related
disclosure statement in these chapter 11 proceedings;
-- assist in the evaluation and analysis of avoidance actions,
including fraudulent conveyances and preferential transfers;
-- assist in the prosecution of Committee responses/objections
to the Debtors' motions, including attendance at depositions and
provision of expert reports/testimony on case issues as required by
the Committee; and
-- render such other general business consulting or such other
assistance as the Committee or its counsel may deem necessary that
are consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in this
proceeding.
Getzler Henrich's customary hourly rates are:
Principal / Managing Director $545-$695
Director / Specialists $455-$585
Associate Professionals $160-$445
William H. Henrich, co-chairman of Getzler Henrich, assures the
court that the firm does not hold or represent any interest adverse
to the estate.
The firm can be reached through:
William H. Henrich
Getzler Henrich & Associates LLC
295 Madison Ave, 20th Floor
New York, NY 10017
Tel: (212) 697-2400
Fax: (212) 697-4812
Email: gha@getzlerhenrich.com
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 signed by CEO Jose Alcalay, 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 have 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.
COSTA HOLLYWOOD: Lender Buys Beach Resort for $43M
--------------------------------------------------
Law360 reports that a Florida bankruptcy judge has approved the
sale of a recently built Hollywood, Florida, beach resort's assets
to a secured lender for $43 million after no other bidders emerged
for the property.
Miami-based U.S. Bankruptcy Judge A. Jay Cristol approved the sale
from developer Costa Hollywood Property Owner LLC to 777 North
Ocean Drive LLC during a hearing Wednesday, August 26, 2020 a day
after he confirmed the debtor's Chapter 11 liquidation plan,
according to court records and the debtor's counsel. "We are very
pleased to have achieved a successful Chapter 11 exit so quickly
for the benefit of all stakeholders."
About Costa Hollywood Property Owner
Costa Hollywood Property Owner, LLC --
https://www.costahollywoodresort.com/ -- is a privately held
company in the traveler accommodation industry. It owns and
operates Costa Hollywood Beach Resort, a resort hotel in Hollywood
Beach, Florida. Costa Hollywood Beach Resort offers rooms and
suites featuring an elevated design aesthetic and luxe decor.
Costa Hollywood sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-22483) on Sept. 19,
2019. In the petition signed by Moses Bensusan, manager and sole
member, the Debtor was estimated to have assets ranging from $50
million to $100 million and liabilities of the same range. The
Hon. Raymond B. Ray is the case judge. Peter D. Russin, Esq., at
Meland Russin & Budwick, P.A., serves as the Debtor's bankruptcy
counsel.
DEAN & DELUCA: Creditors Committee Questions Insider Plan
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Dean & DeLuca New
York, Inc. and its debtor affiliates objects to the Motion of the
Debtors for Order Approving Disclosure Statement.
The Committee claims that the Debtors' proposed plan solicitation
and confirmation process is fatally flawed as it does not open the
opportunity to obtain the equity interests in the Reorganized
Debtors to an open-market bidding process.
The Committee points out that the Insider Plan is riddled with
infirmities. The Insider Plan suffers from a fundamental flaw in
that it is a new value plan whose investment (conversion of debt
for equity) has not been market tested.
The Committee asserts that the Insider Plan includes broad releases
of estate causes of action, impermissible third-party releases, and
improper exculpation provisions in favor of insiders including Pace
Development, Pace Food, the Bank and the undisclosed Plan Partner
for ZERO consideration.
The Committee further asserts that the the Disclosure Statement
itself is materially deficient and lacks critical and substantial
information necessary for creditors to make an informed decision as
to whether to vote to accept or reject the Insider Plan.
A full-text copy of the Committee's objection dated September 29,
2020, is available at https://tinyurl.com/y5qjxsj7 from
PacerMonitor.com at no charge.
Counsel for the Official Committee of Unsecureds:
ARENT FOX LLP
George P. Angelich
Jordana L. Renert
1301 Avenue of the Americas, Floor 42
New York, New York 10019
Telephone: (212) 484-3900
Facsimile: (212) 484-3990
E-mail: george.angelich@arentfox.com
jordana.renert@arentfox.com
- and -
Justin A. Kesselman
The Prudential Tower
800 Boylston Street, 32nd Floor
Boston, MA 02199
Telephone: (617) 973-6102
E-mail: justin.kesselman@arentfox.com
About Dean & Deluca New York
Dean & DeLuca New York, Inc., is a multi-channel retailer of
premium gourmet and delicatessen food and beverage products under
the Dean & DeLuca brand name. It traces its roots to the opening
of the first Dean & DeLuca store in the Soho district of Manhattan,
New York City by Joel Dean and Giorgio DeLuca in 1977. Affiliate
Dean & DeLuca, Inc. was incorporated in Delaware in 1999.
On Sept. 29, 2014, Pace Development Corporation, through its
wholly-owned subsidiary, Pace Food Retail Co., Ltd., acquired 100%
of the shares of Dean & DeLuca, Inc. from its then shareholders.
Dean & DeLuca New York and six affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-10916) on March 31, 2020. At the time of the filing, the
Debtors had estimated assets of between $10 million and $50 million
and liabilities of between $100 million and $500 million.
The Honorable Michael E. Wiles is the presiding judge.
The Debtors tapped Brown Rudnick LLP as their legal counsel,
Stretto as claims and noticing agent, and Saul Ewing Arnstein &
Lehr LLP as special counsel.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in Debtors' bankruptcy cases. The committee is
represented by Arent Fox, LLP.
DEAN & DELUCA: Unsecureds Will Recover 0% to 20% in Plan
--------------------------------------------------------
Dean & Deluca New York, Inc., et al., submitted a Revised
Disclosure Statement explaining their Chapter 11 Plan.
Subject to confirmation of the Plan, upon the Effective Date, the
Debtors will have reduced their debt from approximately $311
million to approximately $11 million, providing the Debtors with
the capital structure and reduced debt service burden appropriate
to carry on their operations. Upon exiting these Chapter 11 Cases,
the Reorganized Debtors' capital structure will consist of the Exit
Facility in the aggregate principal amount of approximately $10
million, plus a five-year secured term loan of $750,000. The
proceeds of the Exit Facility, together with cash on hand and cash
from operations (including licensing operations), will be used to
pay administrative claims, priority claims, and the DIP Facility
Claim, in full, and to make substantial distributions to their
trade creditors, landlords, and other Holders of General Unsecured
Claims (other than Pace Development, Pace Food, and the Bank). The
Debtors respectfully submit that the Plan maximizes recoveries for
the Debtors' stakeholders, right-sizes the Debtors' balance sheet,
and preserves the Debtors' ability to operate and develop the value
of their assets for the benefit of vendors, suppliers, landlords,
and past and future employees.
The following is an overview of certain additional material terms
of the Plan:
* The Debtors will enter into an Exit Facility with the Bank
(prepetition lender The Siam Commercial Bank Public Company
Limited) providing approximately $10,000,000 in new money financing
for operations and to fulfill the Debtors' obligations under the
Plan.
* The Reorganized Debtors will issue New Common Shares of equity
on a ratable basis to eligible unsecured creditors who elect to
receive such shares in lieu of cash distributions.
* Immediately prior to the Effective Date, Pace Development and
Pace Food shall contribute to Parent, as a capital contribution,
fifty percent (50%) of the Pace Obligations, provided that Pace
Development and Pace Food may elect, in their sole discretion, to
contribute such Pace Obligations in any combination as to any Pace
Obligations owed to Pace Development and/or Pace Food.
* The Debtors will establish a cash reserve for payment of
administrative and priority claims, with all remaining funds in
that reserve made available for distribution ratably to holders of
unsecured claims who do not elect to receive shares of the
Reorganized Debtors. Pace Development, Pace Food, and the Bank will
waive their right to receive a portion of such cash on account of
their unsecured claims. Because Pace Development, Pace Food, and
the Bank will not participate in any cash distribution, the Debtors
estimate that Holders of General Unsecured Claims who elect to
receive cash will receive a distribution of 0-20% of the Allowed
Amount of such Claims, depending upon the amount of Allowed General
Unsecured Claims and the amount available to satisfy such claims
after satisfaction of Administrative and Priority Claims.
* Mutual releases will be granted among the Debtors, the Plan
Sponsor Parties, and those of the Debtors' unsecured creditors who
do not opt out of such mutual releases.
The Debtors' respective Boards of Directors have approved the Plan
and the transactions contemplated therein and believe that the Plan
is in the best interests of the Debtors, the Debtors' Estates, and
the Debtors' creditors. As such, the Debtors and their Boards of
Directors recommend that all Holders entitled to vote to accept the
Plan by returning their Ballots, so as to be actually received by
the Debtors' Notice and Claims Agent no later than 4:00 p.m.
(prevailing Eastern Standard Time) on September 23, 2020. The
Debtors will seek the Bankruptcy Court's approval of the Plan at
the Confirmation Hearing.
Prior to and since the Petition Date, the Debtors have engaged in
extensive, good-faith negotiations with the Bank, others of the
Plan Sponsor Parties, and other parties that expressed interest in
partnering with the Debtors in future operations. As a result of
such negotiations, the Debtors developed this Plan, as well as the
Exit Facility, and other agreements and documents that together
comprise a comprehensive financing and restructuring plan to be
implemented through these Chapter 11 Cases. Such agreements and
documents are described herein and, to the extent not provided
contemporaneously herewith, will be made available in support of
confirmation of the Plan.
Consummation of the Plan and the financial restructurings
contemplated thereby will both significantly deleverage the
Debtors' capital structure and provide the Debtors with access to
new money and partnerships necessary to re-start operations. With a
sustainable capital structure aligned with the Debtors' revised
business plan and adequate operating liquidity, the Reorganized
Debtors will be positioned to compete effectively as the food and
beverage industry recovers from the COVID-19 pandemic.
The Plan and all documents to be executed, delivered, assured,
and/or performed in connection with the consummation thereof,
including the documents to be included in the Plan Supplement, are
subject to revision andmodification from time to time prior to the
Effective Date, subject to the terms of the Plan.
All Cash necessary for the Reorganized Debtors to make payments
required pursuant to the Plan will be funded solely from Cash on
hand, including cash from operations and the proceeds of the Exit
Facility.
A full-text copy of the Revised Disclosure Statement dated
September 28, 2020, is available at https://tinyurl.com/y3b3molk
from PacerMonitor.com at no charge.
Counsel for the Debtors:
William R. Baldiga, Esquire
BROWN RUDNICK, LLP
Seven Times Square
New York, NY 10036
(212) 209-4800
- and -
Tristan G. Axelrod, Esquire
One Financial Center
Boston, MA 02111
About Dean & Deluca New York
Dean & DeLuca New York, Inc., is a multi-channel retailer of
premium gourmet and delicatessen food and beverage products under
the Dean & DeLuca brand name. It traces its roots to the opening
of the first Dean & DeLuca store in the Soho district of Manhattan,
New York City by Joel Dean and Giorgio DeLuca in 1977. Affiliate
Dean & DeLuca, Inc. was incorporated in Delaware in 1999.
On Sept. 29, 2014, Pace Development Corporation, through its
wholly-owned subsidiary, Pace Food Retail Co., Ltd., acquired 100%
of the shares of Dean & DeLuca, Inc. from its then shareholders.
Dean & DeLuca New York and six affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-10916) on March 31, 2020. At the time of the filing, the
Debtors had estimated assets of between $10 million and $50 million
and liabilities of between $100 million and $500 million.
The Honorable Michael E. Wiles is the presiding judge.
The Debtors tapped Brown Rudnick LLP as their legal counsel,
Stretto as claims and noticing agent, and Saul Ewing Arnstein &
Lehr LLP as special counsel.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in Debtors' bankruptcy cases. The committee is
represented by Arent Fox, LLP.
DEGROFF RX: Seeks Approval to Hire Zeldes Needle as Legal Counsel
-----------------------------------------------------------------
DeGroff RX, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Connecticut to hire Zeldes, Needle & Cooper, P.C.
as its legal counsel.
The legal services that the firm will render are as follows:
a. advise the Debtor of its rights, powers, and duties;
b. advise the Debtor concerning and assisting in the
negotiation and documentation of financing agreements, debt
restructuring, and related transactions;
c. review the nature and validity of liens asserted against
the properties of the Debtor;
d. advise Debtor concerning the actions that they might take
to recover property for the benefit of the Debtor's estate;
e. prepare legal documents;
f. advise the Debtor concerning, and preparing responses to
legal papers;
g. counsel the Debtor in connection with the formulation,
negotiation, and promulgation of a plan of reorganization;
h. perform all other legal services.
James Verrillo, Esq., the firm's attorney who will be handling the
case, will be paid at the rate of $425 per hour.
The firm received a retainer from the Debtor in the amount of
$40,000.
Zeldes Needle is a "disinterested person" as such term is defined
in section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
James G. Verrillo, Esq.
Zeldes, Needle & Cooper, P.C.
1000 Lafayette Boulevard
Bridgeport, CT 06604
Telephone: (203) 333-9441
Email: jverrillo@znclaw.com
About DeGroff RX LLC
DeGroff RX, LLC, a long-term care pharmacy in New Britain, Conn.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Conn. Case No. 20-21162) on Sept. 28, 2020. Todd DeGroff,
member, signed the petition.
At the time of the filing, Debtor had total assets of $443,999 and
liabilities of $6,483,521.
Judge James J. Tancredi oversees the case.
Zeides, Needle & Cooper, P.C. is Debtor's legal counsel.
DESOTO OWNERS: Seeks to Hire Nutovic & Associates as Counsel
------------------------------------------------------------
Desoto Owners LLC seeks authority from the US Bankruptcy Court for
the Eastern District of New York to hire Nutovic & Associates as
its attorneys.
The professional services that Nutovic & Associates will render
are:
(a) advise the Debtor with respect to its powers and duties in
the continued operation of its business affairs and management of
its property as Debtor and Debtor-in-possession;
(b) represent the Debtor before the Court at all hearings on
matters pertaining to the Debtor, including prosecuting and
defending litigated matters that may arise during the Chapter 11
case;
(c) advise and assist the Debtor in the preparation and
negotiation of a plan of reorganization with creditors;
(d) prepare all necessary or desirable applications, answers,
orders, reports and other legal documents; and
(e) perform all other legal services for the Debtor which may
be desirable and necessary in the course of the reorganization
proceedings.
Nutovic & Associates to be a "disinterested person" within the
meaning of 11 U.S.C. Secs. 101(14) and 327(a), according to court
filings.
Nutovic will be paid at its usual hourly rates and will be
reimbursed on its expenses, charges and disbursements.
The firm can be reached through:
Isaac Nutovic, Esq.
NUTOVIC & ASSOCIATES
261 Madison Avenue, 26th Floor
New York, NY 10016
Tel: 212-421-9100
E-mail: unutovic@nutovic.com
About Desoto Owners LLC
Desoto Owners LLC is a Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)).
Desoto Owners LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
20-43387) on Sep. 22, 2020. The petition was signed by Moshe
Fridman, chief executive officer. At the time of filing, the Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in liabilities. Isaac Nutovic, Esq. at NUTOVIC &
ASSOCIATES represents the Debtor as counsel.
DIFFUSION PHARMACEUTICALS: Appoints Dr. Chris Galloway as CMO
-------------------------------------------------------------
Diffusion Pharmaceuticals Inc. has appointed Christopher D.
Galloway, M.D. to chief medical officer, effective Oct. 19, 2020.
Dr. Galloway will report to Robert Cobuzzi, Ph.D., Diffusion's
chief executive officer.
Dr. Galloway is board certified in Emergency Medicine and will
assume responsibility of leading the Company's product development
efforts, including clinical trials with Trans Sodium Crocetinate,
which is being evaluated in an ongoing Phase 1b clinical study in
Romania in patients with COVID-19. In addition, Dr. Galloway will
lead the expansion of the Company's work with TSC into other
hypoxia-related conditions. Dr. Galloway brings to Diffusion more
than 20 years of experience both in industry leadership roles in
clinical development and medical affairs across multiple
therapeutic areas and stages of development, as well as the
perspective of a practicing physician.
"We are delighted to welcome Chris as a member of the Diffusion
team. He brings a breadth of therapeutic area experiences both as
a practicing physician and from his time in the biopharmaceutical
industry. His leadership will be of significant benefit for
Diffusion as we continue and expand the development of TSC for
conditions and diseases where low oxygen levels are an issue,
including respiratory diseases, such as COVID-19, oncology, and
other hypoxia-related conditions," said Dr. Cobuzzi.
Dr. Galloway joins Diffusion from La Jolla Pharmaceuticals, where
he has served as senior medical director in critical care since
August 2018. Among his duties at La Jolla, he chaired and oversaw
the investigator-initiated and collaborative research programs, as
well as supported the commercial and medical teams for the launch
of GIAPREZA (angiotensin II). Prior to La Jolla, he was medical
director for global clinical development at the immuno-oncology
company, Rakuten Medical. At Rakuten, he was involved in clinical
development, operations, and trial execution from Phase 1 through
Phase 3 in multiple indications. Previously he has served as
Medical Affairs Director within Merck's immunotherapy division, and
also led the team at DaVita Clinical Research as medical director
and principal investigator specializing in early phase studies.
"I am thrilled to be joining the talented team at Diffusion and
overseeing the development of our lead product, TSC," said Dr.
Galloway." Hypoxia-related pathology is prevalent across a
multitude of medical conditions and therapeutic disciplines, and I
believe TSC has the potential for meaningful improvement in patient
care and outcomes."
Dr. Galloway received his M.D. degree from the University of Texas
Medical Branch at Galveston, and completed his residency in
Emergency Medicine at Carolinas Medical Center in Charlotte, N.C.
He received a BA in biology from the University of Texas at Austin,
and is licensed to practice medicine in Colorado. Dr. Galloway is a
Diplomate of the American Board of Emergency Medicine.
Inducement Grant Under NASDAQ Listing Rule 5635(c)(4)
In connection with Dr. Galloway's new employment, the Compensation
Committee of Diffusion's Board of Directors has approved the grant
of non-qualified stock options to Dr. Galloway, who will receive
options to purchase 200,000 shares of Diffusion's common stock.
The grant date for the options will be Oct. 19, 2020, and the
exercise price per share for such stock options will be the closing
price of Diffusion's common stock on such date, as reported by
NASDAQ. The grant was approved and will be made as an inducement
material to Dr. Galloway's acceptance of employment with Diffusion,
in accordance with NASDAQ Listing Rule 5635(c)(4).
The options will have a 10-year term and will vest on a monthly
basis over the 36 months after the date of grant, subject to Dr.
Galloway's continuous employment with Diffusion through each
applicable vesting date. In addition, the options will be subject
to acceleration or forfeiture upon the occurrence of certain events
as set forth in Dr. Galloway's option and employment agreements.
About Diffusion Pharmaceuticals
Diffusion Pharmaceuticals Inc. is an innovative biotechnology
company developing new treatments that improve the body's ability
to bring oxygen to the areas where it is needed most, offering new
hope for the treatment of life-threatening medical conditions.
Diffusion's lead drug TSC was originally developed in conjunction
with the Office of Naval Research, which was seeking a way to treat
hemorrhagic shock caused by massive blood loss on the battlefield.
Diffusion reported a net loss of $11.80 million for the year ended
Dec. 31, 2019, compared to a net loss of $18.37 million for the
year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$24.11 million in total assets, $3.97 million in total liabilities,
and $20.13 million in total stockholders' equity.
KPMG LLP, in McLean, Virginia, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated March
17, 2020 citing that the Company has suffered recurring losses from
operations, has limited resources available to fund current
research and development activities, and will require substantial
additional financing to continue to fund its research and
development activities that raise substantial doubt about its
ability to continue as a going concern.
DIOCESE OF CAMDEN: Appears on Hearing of First Day Motions
----------------------------------------------------------
Michael Walsh of Catholic Star Herald reports that with the Oct. 1,
2020, announcement of filing for Chapter 11 reorganization under
the U.S. Bankruptcy Code, the Diocese of Camden appeared for the
First Day motions on Oct. 7, 2020 at the United States Bankruptcy
Court, District of New Jersey, federal court building in Camden in
front of Judge Jerrold N. Poslusny Jr.
In court that day were Bishop Dennis Sullivan, Father Robert
Hughes, Vicar General of the Diocese, Laura Montgomery, Director of
Temporal Services and head of the diocesan Finance Department and
attorneys for the Diocese, including those from the law firm of
McManimon, Scotland & Baumann, LLC who are representing the Diocese
in the reorganization. Also in attendance, in person and via
telephone, were attorneys representing sex abuse victims with
lawsuits against the diocese.
First Day motions, usually conducted one week after the initial
filing, are utilized by organizations seeking financial relief on
an expedited basis and typically include, but are not limited to,
requests to: maintain existing banking accounts and cash management
systems; maintain and set adequate assurance for utility companies;
pay prepetition payroll; etc., with admissible evidence to support
the request. In the case of the Diocese, the First Day motions were
done for just these reasons. All motions and accompanying documents
can be found on the PrimeClerk link on the diocesan website:
www.camdendiocese.org/reorganization.
"While much of this court hearing was largely technical, it was
also an important opportunity for the diocese to show its
commitment to this process, which is ultimately being undertaken to
ensure that victims of clergy sex abuse in the Diocese of Camden
will be able to receive equitable compensation to the claims
brought against the diocese," said Father Hughes.
Without this process, it is feared that a race to the courthouse
would ensue by victims' attorneys, with the first case to be
decided receiving the largest share — or worse yet the entire
share — of the funds available for compensation.
Father Hughes noted that the Chapter 11 process is quite intense
and requires a great deal of planning. He credited attorneys
Richard Trenk and Robert Roglieri from McManimon, Scotland &
Baumann for doing "an exemplary job preparing us for this process
and making sure our filing has been effected just as the court
requires."
Father Hughes was impressed with Bishop Sullivan's address to the
court at the close of the motions, noting that he thanked Judge
Poslusny for allowing him to speak before the court. Bishop
Sullivan also expressed, as he has many times since coming to the
diocese almost nine years ago, his personal embarrassment for the
past actions priests of the diocese committed against vulnerable
children.
As noted in his written remarks, Bishop Sullivan explained that the
Diocese is responsible for the past misconduct of some of its
priests and has, and will continue, to address these horrific acts.
He stated in his remarks that while the diocese has taken steps to
try to avoid this ever happening again, this filing is not an
effort to avoid responsibility, but a path to fairly and equitably
address the financial claims of the survivors.
Bishop Sullivan's remarks also note that while the diocese
addresses the abuse claims, that it must continue to meet the
mission of serving the faithful and all members of the South Jersey
community who need services, especially during the COVID-19
pandemic and its aftermath.
Lastly, Bishop Sullivan promised to personally, in conjunction with
diocesan staff and professionals, make himself available at all
times.
According to Father Hughes, Bishop Sullivan also said to Judge
Poslusny that despite having to offer his mandatory resignation
earlier this year to the Holy Father, when he turned 75, that his
intention is to see this process through till the end, with every
intention of making it an efficient and expedited process.
Father Hughes explained that it is the hope of himself, Bishop
Sullivan, the attorneys and the diocesan financial council that
this process will proceed quickly.
About Diocese of Camden
The Diocese of Camden, New Jersey is a nonprofit religious
corporation organized pursuant to Title 16 of the Revised Statutes
of New Jersey. The Diocese is the secular legal embodiment of the
Roman Catholic Diocese of Camden, a juridic person recognized
under Canon Law.
On Oct 1, 2020, The Diocese of Camden sought Chapter 11 protection
(Bankr. N.J. Lead Case No. 20-21257). The Diocese of Camden
disclosed total assets of $53,575,365 and total liabilities of
$25,727,209. The petition was signed by Reverend Robert E. Hughes,
vicar general/vice president.
The Debtor tapped Richard D. Trenk, Esq. and Robert S. Roglieri,
Esq. of Mcmanimon, Scotland & Baumann, LLC as counsel. Cooper
Levenson, P.A., and Duanne Morris LLP were also tapped as special
counsel; Eisneramper LLP as financial advisor; and Prime Clerk LC
as claims and noticing agent to the Debtor.
DIOCESE OF CAMDEN: Other NJ Dioceses Could Also File for Bankruptcy
-------------------------------------------------------------------
Deena Yellin of NorthJersey.com reports that abuse claims and
pandemic can lead to bankruptcy of New Jersey Catholic dioceses.
For Catholic churches around the country, it has become a familiar
refrain: After shelling out millions of dollars in settlements to
survivors of clergy abuse, a diocese says it's broke and declares
bankruptcy.
The Diocese of Camden, representing a half-million Catholics in 62
South Jersey parishes, became the latest to file for bankruptcy
protection on Oct. 1 — 10, 2020 months after a new state law
waived the statute of limitations on decades-old abuse claims.
It's unlikely to be the last. If history is any guide, bankruptcy
experts say, when one diocese in a state files for Chapter 11,
others often follow. In North Jersey, the dioceses of Newark and
Paterson, representing some 1.7 million worshippers, are caught in
the same vise of legal attacks and COVID-19 financial strains, said
Charles Zech, a professor emeritus at the Villanova School of
Business in Pennsylvania.
About The Diocese of Camden, NJ
The Diocese of Camden, New Jersey is a nonprofit religious
corporation organized pursuant to Title 16 of the Revised Statutes
of New Jersey. The Diocese is the secular legal embodiment of the
Roman Catholic Diocese of Camden, a juridic person recognized under
Canon Law.
The Diocese of Camden sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020.
The petition was signed by Reverend Robert E. Hughes, vicar
general/vice president. At the time of the filing, Debtor had
total assets of $53,575,365 and liabilities of $25,727,209. Judge
Jerrold N. Poslusny Jr. oversees the case. McMANIMON, SCOTLAND &
BAUMANN, LLC is the Debtor's legal counsel.
DIOCESE OF ROCKVILLE: Taps Reed Smith as Special Insurance Counsel
------------------------------------------------------------------
The Roman Catholic Diocese of Rockville Centre, New York seeks
approval from the U.S. Bankruptcy Court for the Southern District
of New York to hire Reed Smith LLP as its special insurance
counsel.
The firm will provide the following legal services:
(a) analyze, investigate and assess the Debtor's rights under
its insurance policies;
(b) analyze, review and potentially mediate, litigate, or
resolve the claims, demands and lawsuits asserted by or against the
Debtor concerning the insurance policies;
(c) advise, negotiate and advocate on behalf of the Debtor
with respect to its rights under the insurance policies; and
(d) advise the Debtor's primary bankruptcy counsel and other
professionals with respect to the foregoing matters as necessary to
pursue the Debtor's chapter 11 efforts.
Reed Smith's hourly rates for matters related to the Chapter 11
case are expected to be within the following ranges:
Partners and Counsel $900 - $1100
Associates $450 - $550
Paralegals and Legal Assistants $350 - $500
The firm received a sum of $75,000 as a monthly evergreen retainer
from the Debtor.
John Berringer, Esq., a counsel at Reed Smith, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of section 101(14) of the Bankruptcy Code.
Mr. Berringer also made the following disclosures in response to
the request for additional information set forth in Paragraph D.1
of the U.S. Trustee Guidelines:
1. Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing arrangements
for this engagement?
Response: No variations or alternatives to Reed Smith's
customary billing arrangements were agreed to with respect to this
engagement, other than standard periodic rate adjustments.
2. Question Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
3. Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: In the 12 months prepetition, the Reed Smith
shareholder, associate, and paralegal rates were billed at their
hourly rates charged for comparable representations. The rate for
partner billing on the Debtor's matters prepetition was $910 per
hour, the rate for counsel was $1,045 per hour, the rate for
associates was $485 per hour, and the rate for paralegals and legal
assistants was $355 to $480 per hour.
4. Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget period?
Response: The Debtor and Reed Smith expect to develop a
prospective budget and staffing plan to comply with the U.S.
Trustee's requests for information and additional disclosures,
recognizing that in the course of this chapter 11 case there may be
unforeseeable fees and expenses that will need to be addressed by
the Debtor and Reed Smith.
The firm can be reached through:
John B. Berringer, Esq.
Christopher A. Lynch, Esq.
REED SMITH LLP
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 521-5400
Facsimile: (212) 521-5450
E-mail: jberringer@reedsmith.com
clynch@reedsmith.com
About the Diocese of Rockville Centre
The Roman Catholic Diocese of Rockville Centre, New York is the
seat of the Roman Catholic Church on Long Island. The Diocese has
been under the leadership of Bishop John O. Barres since February
2017. The State of New York established the Diocese as a religious
corporation in 1958. The Diocese is one of eight Catholic dioceses
in New York, including the Archdiocese of New York. The Diocese's
total Catholic population is approximately 1.4 million, roughly
half of Long Island's total population of 3.0 million. The Diocese
is the eighth largest diocese in the United States when measured by
the number of baptized Catholics.
The Roman Catholic Diocese of Rockville Centre, New York, filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept.
30, 2020. The Diocese was estimated to have $100 million to $500
million in assets and liabilities as of the filing.
The Hon. Shelley C. Chapman is the case judge.
The Diocese has tapped Jones Day as legal counsel, Alvarez & Marsal
North America, LLC as restructuring advisor, and Sitrick and
Company, Inc. as communications consultant. Epiq Corporate
Restructuring, LLC is the claims agent.
EBONY MEDIA: Seeks to Hire FTI Capital as Financial Advisor
-----------------------------------------------------------
Ebony media Holdings, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
FTI Capital Advisors, LLC as their financial advisor and investment
banker.
The firm will provide the following financial advisory and
investment banking services:
a. advise the Debtors with regards to potential bidders that
may be interested in a transaction;
b. assist the Debtors in establishing criteria to identify
qualified transaction parties;
c. assist in the preparation of summary materials to be
provided to potential qualified transaction parties;
d. contact potential transaction parties, distribute and
negotiate confidentiality agreements;
e. work with the Debtors to populate and manage the virtual
data room in support of a qualified transaction parties' due
diligence;
f. evaluate any bids received from transaction parties;
g. assist the Debtors' legal counsel in seeking court approval
of sale and bidding procedures;
h. assist in the auction process facilitating negotiations to
obtain the highest and best bid;
i. assist the Debtors and counsel with negotiations and
document preparation to close the transaction;
j. provide timely reporting to the Debtors regarding the
status and progress of the sale process; and
k. appear at any sale hearings as required by the court.
FTI Capital will receive a monthly fee of $20,000 as compensation
for its professional services.
In the event the Debtors close on one or more transactions either
during the term or within 18 months following the termination or
expiration of the term, then FTI Capital will receive a fee equal
to (i) $500,000 plus (ii) 5 percent of the aggregate value above
$14 million of each transaction.
Glen Tobias, chief executive officer of FTI Capital, 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:
Glen Tobias
FTI Capital Advisors, LLC
Three Times Square, 9th Floor
New York, NY, 10036
Telephone: (212) 247-1010
Facsimile: (212) 841-9350
Email: glenn.tobias@fticonsulting.com
About Ebony Media
Ebony Media Holdings LLC is the publisher of Black cultural
magazines Ebony and Jet.
Creditors Parkview Capital Credit Inc. and David M. Abner &
Associates, Plum Studio filed involuntary Chapter 7 petitions
against Ebony Media Operations, LLC, and Ebony Media Holdings LLC
(Bankr. S.D. Tex. Case No. 20-33665 and 20-33667) on July 23,
2020.
The court on Sept. 3, 2020, entered an order approving a
stipulation signed by the Debtors and the petitioners to an entry
of order for relief in the bankruptcy cases and the conversion of
the cases to cases under Chapter 11 of the Bankruptcy Code.
The Debtors have tapped Pendergraft & Simon, LLP as their legal
counsel and FTI Capital Advisors, LLC as their investment banker.
EBONY MEDIA: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The Office of the U.S. Trustee on Oct. 20, 2020, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Ebony Media Operations,
LLC.
About Ebony Media Operations
Creditors Parkview Capital Credit, Inc., David M. Abner &
Associates and Plum Studio filed a Chapter 7 involuntary petition
against Ebony Media Operations, LLC (Bankr. S.D. Texas Case No.
20-33665) on July 23, 2020. On Sept. 3, 2020, the case was
converted to one under Chapter 11.
Judge David R. Jones oversees the case.
The petitioning creditors are represented by Fareed I. Kaisani,
Esq., while Ebony Media is represented by Pendergraft & Simon, LLP.
ENERGY ALLOYS: Seeks to Hire Moelis & Company as Investment Banker
------------------------------------------------------------------
Energy Alloys Holdings, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to hire
Moelis & Company LLC as their investment banker.
The services that Moelis & Company will provide are as follows:
a. assist the Debtors in conducting a business and financial
analysis;
b. assist the Debtors in identifying and evaluating candidates
for a transaction;
c. assist the Debtors in preparing a marketing plan and
information materials;
d. contact potential acquirers that Moelis and the Company
have agreed may be appropriate for a transaction;
e. assist the Debtors in developing a strategy to effectuate a
transaction;
f. assist the Debtors in structuring and negotiating the
transaction and participate in such negotiations as requested;
g. meet with the Board of Directors to discuss the proposed
transaction and its financial implications; and
h) provide such other business and financial analysis in
connection with a transaction.
The firm will be compensated under the following fee structure:
a) Sale Transaction Fees: Payable promptly at the closing of a
transaction, a non-refundable cash fee, equal to $1,260,000, plus
2.5 percent of the amount of transaction value in excess of
$25,000,000.
b) Work Fee: If Moelis is required or requested to provide
testimony relating to the transaction or any proposed transaction
or the processes relating thereto, in connection with these Chapter
11 Cases, the Debtors shall pay Moelis a work fee of $150,000.
c) Expense Reimbursements. Whether or not the Debtors
consummate any transaction(s), the Debtors will reimburse Moelis
for all of its reasonable and documented out of pocket expenses
that are incurred in performing services pursuant to the engagement
letter, including the costs of its outside legal counsel; provided
that Moelis will not incur more than $30,000 of such expenses,
excluding the reasonable and documented fees and expenses of
Moelis' outside legal counsel, without prior written approval of
the Debtors, which shall not be unreasonably withheld.
David Cunningham, a managing director at Moelis & Company,
disclosed in court filings that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through;
David Cunningham
Moelis & Company LLC
399 Park Avenue, 5th Floor
New York, NY 10022
Telephone: (212) 883-3800
Facsimile: (212) 880-4260
About Energy Alloys Holdings
Founded in 1995, Energy Alloys Holdings LLC and its affiliates are
privately-owned distributors and resellers of tube and bar products
sold into the oil and gas industry for the exploration of
hydrocarbons. Visit https://www.ealloys.com for more information.
On Sept. 9, 2020, Energy Alloys Holdings LLC and seven of its
affiliates filed for bankruptcy protection (Bankr. D. Del. Lead
Case No. 20-12088). Bryan Gaston, chief restructuring officer,
signed the petitions. Judge Mary Walrath presides over the cases.
The Debtors were estimated to have consolidated assets of $10
million to $50 million, and consolidated liabilities of $100
million to $500 million.
The Debtors have tapped Richards, Layton & Finger, P.A., as
bankruptcy counsel, Akin Gump Strauss Hauer & Feld LLP as corporate
counsel, Moelis & Company as investment banker, and Epiq Corporate
Restructuring LLC as claims and noticing agent. Ankura Consulting
Group, LLC provides interim management services.
The U.S. Trustee appointed a committee of unsecured creditors on
Sept. 23, 2020. The committee is represented by McDermott Will &
Emery, LLP.
ESPORTS USA: Valhalla Esports Lounge in Chapter 11 Bankruptcy
-------------------------------------------------------------
Paul Thompson of Austin Business Journal reports that the West
Sixth Street bar Valhalla Esports Lounge has filed for Chapter 11
bankruptcy, but that doesn't mean its logging off for good.
The esports bar, which operates legally as Esports USA Holdings
Inc., listed assets between $500,000 and $1 million against
liabilities between $1 million and $10 million in the Oct. 14
filing in U.S. Bankruptcy Court for the Western District of Texas.
The court has recorded 58 Chapter 7 or Chapter 11 business
bankruptcy filings this year through Oct. 9, a 57% increase from
the same span the prior year, according to public records.
Chief Financial Officer Mahmood Mumtaz signed the paperwork on
behalf of Esports USA Holdings. The company is represented in
bankruptcy court by Barron & Newburger PC's Steve Sather, who
recently guided Tex-Mex chain Trudy's through the bankruptcy
process.
Sather said Oct. 16, 2020 that Esports USA Holdings intends to
restructure and reopen Vahalla Esports Lounge, which is akin to an
internet cafe with creative cocktails and other kinds of alcohol as
well as a menu featuring burgers, pizza and other simple staples.
Delaware-based Valley Patch Investments is the company's top
unsecured creditor with a $120,000 claim, according to the Chapter
11 filing. Chase Bank is also owed $114,660 for a Paycheck
Protection Program loan and Steve Ramirez is owed $100,000.
The next-highest unsecured claim is for just over $71,000 to
landlord Bob Woody, a prominent bar owner in downtown Austin who
owns Sixth Street locales such as Shakespeare's and Blind Pig Pub.
"I feel like we're going to mitigate with them and figure out how
we can do business," Woody said when reached by phone Oct. 16,
2020.
The esports bar, which is unrelated to Valhalla Tavern on Red River
Street, announced in July 2019 it would open that August at 710 W.
Sixth St., at the former site of bar J. Black's, which closed in
February 2018.
The Covid-19 pandemic has been devastating for many
brick-and-mortar businesses, especially bars and restaurants, and
Valhalla is no exception. But the wider esports market has only
continued to gain traction.
Austin-headquartered video game and virtual reality company Double
A Labs continues to grow, and the company's founder and CEO, Amber
Allen, told Austin Business Journal in September that it hopes to
be a $1 billion company in five years.
Tech giant IBM recently signed a multi-year sponsorship agreement
with Activision Blizzard's Overwatch League, while discount
retailer Five Below is piloting a program to put esports venues in
its stores. Austin-based dating app Bumble in August 2019 even
launched a female-only Fortnite team.
Newzoo, a gaming and esports market research firm, estimated
earlier this year that global esports revenue would grow from about
$950 million in 2019 to $1.1 billion in 2020, on the strength of an
audience of about 495 million people. Much of that revenue —about
75% or $822 million — was expected to derive from media rights
and partnerships.
About Esports USA Holdings
ESports USA Holdings, Inc., owns and operates Valhalla Esports
Lounge, an esports bar and restaurant in Austin, Texas.
On Oct. 14, 2020, ESports USA Holdings sought Chapter 11 protection
(Bankr. W.D. Tex. Case No. 20-11125). The Debtor was estimated to
have $500,000 to $1 million in assets and $1 million to $10 million
in liabilities. The Hon. Tony M. Davis is the case judge. BARRON
& NEWBURGER, P.C., led by Stephen W. Sather, Esq., is the Debtor's
counsel.
FREEDOM DEVELOPMENT: Hires Colliers International as Broker
-----------------------------------------------------------
Freedom Development Group LLC seeks authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to hire
Colliers Bennett & Kahnweiler LLC dba Colliers International as its
real estate advisor.
Among the Debtor's assets is its interest of a parcel of real
estate under a land lease on which various storefronts, including a
building occupied by TCF National Bank located at 233 W. 87th St,
Chicago, Illinois.
The Debtor seeks to retain and employ Colliers to market the
Property and identify potential purchasers of the Property, with
the purpose of selling the Property for the benefit of its estate.
With respect to a direct sale, the Debtor agrees to pay a
commission to Colliers equal to 2.5 percent of the purchase price
paid at closing. If there is a cooperating broker, the fee will be
3 percent and split between the brokers.
Peter Block, Executive Vice President of Colliers, assures the
court that Colliers is a "disinterested person" as such term is
defined in Sec. 101(14) of the Code.
The firm can be reached through:
Peter Block
Colliers Bennett & Kahnweiler LLC
dba Colliers International
6250 North River Road, Suite 11-100
Rosemont, IL 60018
Phone: 847 698 8444
About Freedom Development Group LLC - 87th Street
Freedom Development Group LLC -- https://fdg7.com -- is a
privately-owned real estate company that specializes in
development, investment, brokerage, asset management, planning and
strategic land acquisition throughout the United States. It sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Ill. Case No. 20-15619) on August 14, 2020. In the petition
signed by Daniel Olswang, manager, the Debtor disclosed up to
$50,000 in assets and up to $10 million in liabilities.
The case is assigned to Judge Donald R. Cassling.
Gregory J. Jordan, Esq. of Jordan and Zito LLC is the Debtor's
counsel.
Neema T Varghese has been appointed as Subchapter V Trustee.
Lender Prescient is represented in the case by Jacob B. Sellers --
jacob@greensteinsellers.com -- of Greenstein Sellers PLLC. States
Trustee, at Jeffrey.L.Gansberg@usdoj.gov)
FREEDOM DEVELOPMENT: Hires Jordan & Zito as Counsel
---------------------------------------------------
Freedom Development Group LLC seeks authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to hire
Jordan & Zito LLC as its counsel.
Services required of Jordan & Zito are:
a. provide advice to the Debtor regarding its rights, duties,
and powers as a debtor and debtor in possession in the continued
management and operation of its business;
b. attend meetings and negotiating with representatives of
creditors and other parties in interest;
c. take all necessary actions to protect and preserve the
Debtor's bankruptcy estate, including the prosecution of certain
actions on its behalf, the defense of certain actions commenced
against him, and the representation of its interests in
negotiations concerning litigation in which the Debtor is involved
except as delineated, including, but not limited to, objections to
claims against its bankruptcy estate;
d. prepare and submit on behalf of the Debtor's bankruptcy
estate, among other things, various applications, motions, answers,
pleadings, orders, notices, schedules and other legal papers to be
prepared and submitted in this case, and to assist in the
preparation of and review of financial and other reports to be
filed;
e. take all actions necessary on the Debtor's behalf in
connection with the formulation, negotiation, drafting and
promulgation of a disclosure statement and plan of reorganization
and related documents;
f. appear before this Court, any appellate court and the
otherwise protect the interests of the Debtor's bankruptcy estate
before such court;
g. appear at statutory meetings of creditors and with the
United States Trustee to represent the interests of the Debtor's
bankruptcy estate;
h. consult with the Debtor and special counsel to be engaged
regarding tax matters;
i. investigate the nature and validity of any liens asserted
against the Debtor's assets and advise its estate concerning the
enforceability of any such liens;
j. investigate and provide advice to the Debtor's bankruptcy
estate concerning the taking of such actions as may be necessary to
collect and, in accordance with the applicable law, recover
property for the benefit of the estate; and
k. represent the Debtor and perform all other legal services
for the Debtor's bankruptcy estate that may be necessary, in
connection with this case except as delineated.
Jordan & Zito's hourly rates are:
Gregory J. Jordan Manager $450
Mark R. Zito Manager $375
Jordan & Zito is a "disinterested person" within the meaning of
Bankruptcy Code Sec. 101(14), according to court filings.
The counsel can be reached through:
Gregory J. Jordan, Esq.
Mark R. Zito, Esq.
Jordan & Zito LLC
55 West Monroe St., Suite 3600
Chicago IL 60603
Phone: (312) 854-7181
Email: gjordan@jz-llc.com
mzito@jz-llc.com
About Freedom Development Group LLC - 87th Street
Freedom Development Group LLC -- https://fdg7.com -- is a
privately-owned real estate company that specializes in
development, investment, brokerage, asset management, planning and
strategic land acquisition throughout the United States. It sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Ill. Case No. 20-15619) on August 14, 2020. In the petition
signed by Daniel Olswang, manager, the Debtor disclosed up to
$50,000 in assets and up to $10 million in liabilities.
The case is assigned to Judge Donald R. Cassling.
Gregory J. Jordan, Esq. of Jordan and Zito LLC is the Debtor's
counsel.
Neema T Varghese has been appointed as Subchapter V Trustee.
Lender Prescient is represented in the case by Jacob B. Sellers --
jacob@greensteinsellers.com -- of Greenstein Sellers PLLC. States
Trustee, at Jeffrey.L.Gansberg@usdoj.gov)
FRICTIONLESS WORLD: Trustee Seeks to Hire Dickensheet as Auctioneer
-------------------------------------------------------------------
Tom Connolly, the Chapter 11 trustee for Frictionless World, LLC,
seeks approval from the U.S. Bankruptcy Court for the District of
Colorado to hire Denver-based auction firm Dickensheet &
Associates, Inc.
The trustee selected the firm to sell three vehicles that were used
in Debtor's operations through an online auction.
Dickensheet & Associates will receive a commission of 10 percent of
the gross sales price for the vehicles. The firm estimates the
maximum expenses associated with the sale at $1,500.
Christine Dickensheet of Dickensheet & Associates 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:
Christine Dickensheet
Dickensheet & Associates, Inc.
1501 W. Wesley Avenue
Denver, CO 80223
Telephone: (303) 934-8322
About Frictionless World
Frictionless World, LLC provides professional grade outdoor power
equipment, replacement parts for tractors, hitches and agricultural
implements, gate and fence equipment, lithium ion powered tools,
and ice fishing equipment. It offers brands such as Dirty Hand
Tools, RanchEx, Redback, Trophy Strike and Vinsetta Tools. For
more information, visit https://www.frictionlessworld.com/
Frictionless World sought Chapter 11 protection (Banks. D. Colo.
Case No. 19-18459) on Sept. 30, 2019. The Hon. Michael E. Romero is
the case judge. In the petition signed by CEO Daniel Banjo, the
Debtor disclosed total assets of $14,600,503 and total liabilities
of $17,364,542.
The Debtor has tapped Wadsworth Garber Warner Conrardy P.C. as
bankruptcy counsel, Thomas P. Howard, LLC as special counsel, r2
Advisors, LLC as financial advisor, and Three Twenty-One Capital
Partners, LLC as investment banker.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Nov. 20, 2019. The
committee has tapped Archer & Greiner, P.C. as general bankruptcy
counsel, Holland & Hart LLP as local counsel, and JW Infinity
Consulting LLC as financial advisor.
On Sept. 29, 2020, the court appointed Tom H. Connolly as the
Debtor's trustee. The trustee is represented by Faegre Drinker
Biddle & Reath, LLP.
FRICTIONLESS WORLD: Trustee Taps Faegre Drinker as Legal Counsel
----------------------------------------------------------------
Tom H. Connolly, the Chapter 11 trustee for Frictionless World,
LLC, seeks approval from the U.S. Bankruptcy Court for the District
of Colorado to hire Faegre Drinker Biddle & Reath LLP as his
bankruptcy counsel.
The trustee selected Faegre Drinker to perform the following
services:
a. assist the trustee in all aspects of the current proposed
sale of the Debtor's assets and/or a potential auction and sale
process of the assets;
b. assist the trustee in investigating, researching and
analyzing the sale of the Debtor's assets;
c. assist in the preparation of the Debtor's plan of
liquidation or reorganization and disclosure statement;
d. represent the trustee in adversary proceedings and
contested matters;
e. provide legal advice with respect to the trustee's rights,
powers, obligations, and duties as a Chapter 11 trustee;
f. prepare legal papers on behalf of the trustee;
g. represent the trustee and rendering such other services as
may be required;
h. represent the trustee in all proceedings before the court;
i. advise and consult with the trustee concerning the
prosecution of the bankruptcy cases;
j. investigate pre-petition transactions and prosecute, if
appropriate, preference and other avoidance actions held by the
estate;
k. defend any motions, contested matters and/or adversary
proceedings, and analyze and prosecute any objections to claim;
l. conduct examinations of witnesses, claimants and other
persons, as appropriate;
m. assist the trustee with the negotiation, documentation and
any necessary court approval of transactions disposing of property
of the estate; and
n. perform all other necessary legal services and provide all
other necessary legal advice to the trustee.
The firm's professionals who will work on the case, along with
their respective billing rates, include:
Bradford E. Dempsey Partner $615
Matthew D. Clark Counsel $595
Kyle R. Hosmer Associate $530
Susan M. Haag Senior Paralegal $325
Faegre Drinker is a "disinterested person," as defined under
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Bradford E. Dempsey, Esq.
Faegre Drinker Biddle & Reath LLP
1144 15th Street, Suite 3400
Denver, CO 80202
Telephone: (303) 607-3500
Facsimile: (303) 607-3600
Email: brad.dempsey@faegredrinker.com
About Frictionless World
Frictionless World, LLC provides professional grade outdoor power
equipment, replacement parts for tractors, hitches and agricultural
implements, gate and fence equipment, lithium ion powered tools,
and ice fishing equipment. It offers brands such as Dirty Hand
Tools, RanchEx, Redback, Trophy Strike and Vinsetta Tools. For
more information, visit https://www.frictionlessworld.com/
Frictionless World sought Chapter 11 protection (Banks. D. Colo.
Case No. 19-18459) on Sept. 30, 2019. The Hon. Michael E. Romero is
the case judge. In the petition signed by CEO Daniel Banjo, the
Debtor disclosed total assets of $14,600,503 and total liabilities
of $17,364,542.
The Debtor has tapped Wadsworth Garber Warner Conrardy P.C. as
bankruptcy counsel, Thomas P. Howard, LLC as special counsel, r2
Advisors, LLC as financial advisor, and Three Twenty-One Capital
Partners, LLC as investment banker.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Nov. 20, 2019. The
committee has tapped Archer & Greiner, P.C. as general bankruptcy
counsel, Holland & Hart LLP as local counsel, and JW Infinity
Consulting LLC as financial advisor.
On Sept. 29, 2020, the court appointed Tom H. Connolly as the
Debtor's trustee. The trustee is represented by Faegre Drinker
Biddle & Reath, LLP.
FT. MYERS ALF: Hires Commercial Property as Real Estate Broker
--------------------------------------------------------------
Ft. Myers ALF, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to hire Commercial Property
Southwest Florida, LLC as its real estate broker.
The Debtor is the fee simple owner of a parcel of real property
(vacant land) located at 4999 Winkler Avenue, Fort Myers, Florida
33966.
Debtor seeks to employ and retain Commercial Property to sell and
market the property at a commission of 6 percent of the gross sales
price.
Commercial Property is a "disinterested person" as that phrase is
defined in section 101(14) of the Bankruptcy Code, according to
court filings.
The broker can be reached through:
Howard Lane Boy
5220 Summerlin Commons Blvd, Suite 500
Fort Myers, FL 33907
Phone: 239-489-3600
Fax: 888-315-1526
About Ft. Myers ALF, Inc.
Chicago, Illinois-based Ft. Myers ALF, Inc. is engaged in
activities related to real estate. Ft. Myers ALF sought Chapter 11
protection (Bankr. N.D. Ill. Case No. 20-08952) on April 7, 2020.
In the petition signed by Taher Kameli, president, the Debtor was
estimated to have assets and liabilities of $1 million to $10
million. The Hon. Donald R. Cassling is the case judge. Paul M.
Bauch, Esq., at LakeLaw, in Chicago, is the Debtor's legal counsel.
GB SCIENCES: Extends $4.35M Payment Deadline to December 2020
-------------------------------------------------------------
On Nov. 15, 2019, GB Sciences, Inc. entered into a Membership
Interest Purchase Agreement with Wellcana Plus, LLC, whereby
Wellcana would acquire the Company's 50.01% membership interest in
GB Science Louisiana LLC. Since Nov. 15, 2019, certain
performances under the Agreement have taken place and certain
modifications to the Agreement have been made. Pursuant to the
Agreement as amended, Wellcana was to pay the Company $4,350,000 on
Oct. 15, 2020. On Oct. 15, 2020, the parties entered into a letter
agreement, which among other things, extended the payment due date
of the $4,350,000 payment to Dec. 8, 2020.
About GB Sciences
GB Sciences, Inc., seeks to be a biopharmaceutical research and
cannabinoid-based drug development company whose goal is to create
patented formulations for safe, standardized, cannabinoid therapies
that target a variety of medical conditions in both the
pharmaceutical and wellness markets. The Company is engaged in the
research and development of cannabinoid medicines and plans to
produce cannabinoid therapies for the wellness markets based on its
portfolio of intellectual property.
GB Sciences reported a net loss of $13.11 million for the year
ended March 31, 2020, compared to a net loss of $24.68 million for
the year ended ended March 31, 2019. As of June 30, 2020, the
Company had $14.37 million in total assets, $16.02 million in total
liabilities, and a total deficit of $1.65 million.
Assurance Dimensions, in Margate, Florida, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated Aug. 27, 2020, citing that the Company has suffered recurring
losses. For the year ended March 31, 2020 the Company had a net
loss, had net cash used in operating activities of $4,479,713, and
had negative working capital of $3,884,877. These factors raise
substantial doubt about its ability to continue as a going concern.
GB SCIENCES: Seeks Patent Protection for Machine Learning Tool
--------------------------------------------------------------
On October 14th, GB Sciences filed a provisional patent application
to protect its machine learning algorithm for the prediction of
novel active ingredients from traditional, plant-based medical
preparations. The new provisional patent application is entitled
"In Silico Meta-Pharmacopeia Assembly from Non-Western Medical
Systems Using Advanced Data Analytic Techniques to Identify and
Design Phytotherapeutic Strategies". GBS' proprietary data
analytics tool uses in silico convergence analysis to deconvolve
modes of action and predict desirable components of plant-based
formulations established in traditional medical practice based on
computational consensus analysis across cultures and medical
systems.
This is the first time that GBS has sought patent protection for
the machine learning tool at the heart of its drug discovery
engine. This tool allows for rapid data analytics of plant extracts
and enables GBS to gain valuable insights into the possible
efficacy of novel therapeutics well before expending larger
research funds. This highly innovative data analytics approach
empowers GBS to achieve a rapid, highly efficient, and narrowly
focused drug discovery pipeline to identify formulation candidates
to fill specific healthcare market needs. Three US patents for
GBS' cannabinoid containing complex mixtures (CCCM) will have
issued by the end of this year as targeted therapies for
Parkinson's disease, pain, and the anti-inflammatory condition
called Mast Cell Associated Syndrome, respectively.
Treatments developed and practiced in traditional medical systems
hold a lot of promise for helping patients; however, they have not
yet been rigorously tested by Western-medical paradigms. For the
treatment of disorders with great unmet clinical need, GBS' data
analytics platform can discover novel active ingredients from
well-established plant-based medical systems, such as Traditional
Chinese Medicine (China), Kampo (Japan), Ayurveda (India), Unani
(Persia), and others. GBS intends to use this data analytics
platform for the identification of either single or complex
mixtures of active pharmaceutical ingredients (API) within the
established traditional medical systems so that these API may be
tested within a standard biopharmaceutical pipeline.
GBS has also received a notification from the Journal of
Ethnopharmacology of acceptance for publication for their review
article entitled, "Medicine in Motion: opportunities, challenges
and data analytics-based solutions for traditional medicine
integration into Western medical practice", which describes this
novel machine learning algorithm and its ability to identify novel
therapeutics that are inspired by traditional medical systems, but
are rationally-designed and will be rigorously tested. This
article also provides examples of the use of GBS' data analytics
platform for identifying and testing novel pain medicines.
About GB Sciences
GB Sciences, Inc., seeks to be a biopharmaceutical research and
cannabinoid-based drug development company whose goal is to create
patented formulations for safe, standardized, cannabinoid therapies
that target a variety of medical conditions in both the
pharmaceutical and wellness markets. The Company is engaged in the
research and development of cannabinoid medicines and plans to
produce cannabinoid therapies for the wellness markets based on its
portfolio of intellectual property.
GB Sciences reported a net loss of $13.11 million for the year
ended March 31, 2020, compared to a net loss of $24.68 million for
the year ended ended March 31, 2019. As of June 30, 2020, the
Company had $14.37 million in total assets, $16.02 million in total
liabilities, and a total deficit of $1.65 million.
Assurance Dimensions, in Margate, Florida, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated Aug. 27, 2020, citing that the Company has suffered recurring
losses. For the year ended March 31, 2020 the Company had a net
loss, had net cash used in operating activities of $4,479,713, and
had negative working capital of $3,884,877. These factors raise
substantial doubt about its ability to continue as a going concern.
GIOVANNI & SONS: Seeks to Hire Garcia Espinosa as Accountant
------------------------------------------------------------
Giovanni & Sons High-Tech, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire
Garcia, Espinosa, Miyares, Rodriguez, Trueba & Co., LLP as its
accountant.
The professional services the accountant will render are as
follows:
(a) give advice to the Debtor with respect to the financial
aspects of the case;
(b) prepare financial statements, accounting documents and tax
documents; and
(c) prepare projections and financial analysis for the Chapter
11 plan.
The firm received from the Debtor a sum of $5,000 as a retainer.
The firm is also charging the Debtor an hourly rate for all work
done in relation to the petition.
Garcia Espinosa is a "disinterested person," as defined under
section 101(14) of the Bankruptcy Code, according to a court
filing.
The firm can be reached through:
Roy A. Garcia, CPA
Garcia, Espinosa, Miyares, Rodriguez, Trueba & Co., LLP
2600 Douglas Road, Suite 800
Coral Gables, FL 33134
Telephone: (305) 529-5440
About Giovanni & Sons
Giovanni & Sons High-Tech, Inc., a Medley, Fla.-based contractor,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Fla. Case No. 20-20484) on Sept. 28, 2020. At the time of the
filing, Debtor had total assets of $267,346 and total liabilities
of $1,892,134.
Judge Robert A. Mark oversees the case.
The Law Offices of Richard R. Robles, P.A. is Debtor's legal
counsel.
GOLDEN HOTEL: Seeks to Hire Smiley Wang-Ekvall as Legal Counsel
---------------------------------------------------------------
Golden Hotel LLC and Golden Capital Venture LLC seek authority from
the United States Bankruptcy Court for the Central District of
California to hire Smiley Wang-Ekvall, LLP, as its general
bankruptcy counsel.
The Debtors require Smiley Wang-Ekvall to:
(a) advise the Debtors with respect to the requirements and
provisions of the Bankruptcy Code, Federal Rules of Bankruptcy
Procedure, Local Bankruptcy Rules, U.S. Trustee Guidelines and
other applicable requirements which may affect the Debtors;
(b) assist the Debtors in preparing and filing schedules and
statements of financial affairs, complying with and fulfilling U.S.
Trustee requirements, and preparing other documents as may be
required after the initial filing of a chapter 11 case;
(c) assist the Debtors in the preparation of a disclosure
statement and formulation of a chapter 11 plan of reorganization;
(d) advise the Debtors concerning the rights and remedies of
the estate and of the Debtors in regard to adversary proceedings
which may be removed to, or initiated in, the Bankruptcy Court;
and
(e) represent the Debtors in any proceeding or hearing in the
Bankruptcy Court in any action where the rights of the estate or
the Debtors may be litigated or affected.
The majority of the work will be performed by Lei Lei Wang Ekvall,
Robert S. Marticello, and Michael l. Simon, whose rates are $640,
$585, and $370, respectively, and by Janet Hogan, a paralegal whose
hourly rate is $265.
The Firm received a total pre-petition retainer in the amount of
$100,000, exclusive of the filing fee.
Smiley Wang-Ekvall does not represent any entity that has an
adverse interest in connection with the Debtor or its bankruptcy
case, according to court filings.
The firm can be reached through:
Lei Lei Wang Ekvall
Smiley Wang-Ekvall, LLP
3200 Park Center Drive, Suite 250
Costa Mesa, CA 92626
Main: 714 445-1000
Direct: 714 445-1023
Fax: 714 445-1002
About Golden Hotel
Golden Hotel is a privately held company in the traveler
accommodation industry. Golden Capital is primarily engaged in
renting and leasing real estate properties.
Golden Hotel LLC and Golden Capital Venture LLC concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case Nos. 20-12636 and 20-12637,
respectively). The petitions were signed by Hieu M. Bui, manager.
At the time of filing, the Debtors' estimated $10 million to $50
million in both assets and liabilities. Lei Lei wang Ekvall, Esq.
at SMILEY WANG-EKVALL, LLP represents the Debtor as counsel.
GREER FARMS: Seeks to Hire Klenda Austerman as Counsel
------------------------------------------------------
Greer Farms, Inc. seeks authority from the United States Bankruptcy
Court for the District of Kansas to hire Klenda
Austerman LLC as its bankruptcy attorneys.
The firm's J. Michael Morris and Eric W. Lomas will lead the
engagement.
The Debtor says it needs the firm's assistance in, inter alia,
investigating the actions of the debtor; consulting with the
debtor-in-possession, the U.S. Trustee, and any chapter 11 trustee;
participating in the formation of a Plan if desirable; and
reviewing other actions in the interest of unsecured creditors.
Current hourly rates of J. Michael Morris is $395; Eric W. Lomas,
$285; and legal assistants and paralegals, from $110 to $140.
Mr. Morris attests that the firm is disinterested to conduct the
case, and does not hold or represent an interest adverse to the
estate.
The firm may be reached at:
J. Michael Morris, Esq.
KLENDA AUSTERMAN LLC
301 North Main, Suite 1600
Wichita, KS 67202-4888
Tel: (316) 267-0331
Fax: (316) 267-0333
E-mail: jmmorris@klendalaw.com
About Greer Farms, Inc.
Greer Farms, Inc. is a privately held company in the "Other Crop
Farming" industry.
Greer Farms, Inc. sought Chapter 11 protection (Bankr. D. Kan. Case
No. 20-11214) on Sep. 28, 2020. The petition was signed by Jimmy G.
Greer, president. At the time of filing, the Debtor estimated
$2,403,490 in assets and $1,845,362 in liabilities. Michael J.
Morris, Esq. at KLENDA AUSTERMAN LLC represents the Debtor as
counsel.
GREER FARMS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The Office of the U.S. Trustee on Oct. 20 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Greer Farms, Inc.
About Greer Farms Inc.
Greer Farms, Inc. is a privately held company in the "Other Crop
Farming" industry.
On Sept. 28, 2020, Greer Farms sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Kansas Case No. 20-11214). At
the time of the filing, the Debtor disclosed $2,403,490 in assets
and $1,845,362 in liabilities. Klenda Austerman, LLC serves as
Debtor's legal counsel.
GREYSTONE SELECT: Fitch Assigns BB- LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'BB-' to Greystone Select Financial LLC. The Rating
Outlook is Stable. Concurrently, Fitch has assigned an expected
rating of 'BB-' to the proposed issuance of a $400 million, senior
secured term loan due Oct. 19, 2027. Proceeds are expected to be
used for general corporate purposes, which may include the
repayment of existing secured indebtedness.
KEY RATING DRIVERS
IDR AND SENIOR DEBT
Greystone's ratings reflect its solid franchise in the commercial
real estate (CRE) origination and servicing market; experienced
senior management team; historically strong asset quality
performance, absence of exposure to hotel, retail and office
assets; strong historical earnings generation; limited valuation
risk associated with mortgage servicing rights (MSRs), given the
presence of various prepayment protections; demonstrated access to
diverse sources of funding; and solid liquidity profile.
Rating constraints include the monoline business model; the
challenging economic backdrop, which Fitch believes will continue
to pressure asset quality over the medium term; relatively high
leverage; a predominantly secured funding profile with relatively
limited duration; and a weaker corporate governance structure given
the private ownership by the Rosenberg family and key person risk
associated with CEO Stephen Rosenberg.
Rating constraints for the sector as a whole include the highly
cyclical nature of the CRE market, and the intense legislative and
regulatory scrutiny of the mortgage market, which further increases
business risk. These industry constraints typically limit ratings
assigned to commercial mortgage companies to below investment
grade.
Greystone has a unique business model compared to peers given its
roots as a workout specialist of distressed Federal Housing
Authority (FHA) loans. Fitch believes the company's extensive
understanding of multifamily and skilled nursing facility assets is
further complemented by the property development and management,
special servicing and fund management capabilities within the
Greystone group. The acquisition of C-III Asset Management in
December 2019 added an $18.4 billion special servicing portfolio,
which helps to provide a natural hedge to market cyclicality in the
origination business.
The agency-supported multifamily portfolio accounted for 82% of the
company's originations and 94% of the servicing portfolio, as
measured by unpaid principal balance, as of June 30, 2020. Fitch
views Greystone's focus on agency-supported multifamily favorably,
as this sector has experienced lower levels of delinquencies in
recent months compared to other CRE sectors due to the
implementation of government forbearance programs, while credit
losses are also limited given loss-sharing arrangements with the
federal agencies. Based on gross book value at June 30, 2020, 95%
of Greystone's real estate finance investments were in the
multifamily and healthcare sectors.
Greystone's historical asset quality metrics have been strong, with
30+ day delinquencies in the Fannie Mae Delegated Underwriting and
Servicing (DUS) portfolio averaging 0.15% annually and impairments
in the notes receivable portfolio averaging 0.55% annually over the
past four years, which has a modest impact on asset quality given
the small balance of the note's receivable portfolio. Still,
metrics have ticked-up since the onset of the pandemic, with
delinquencies of 30 days or more in the Fannie Mae DUS portfolio at
2.3%, of which 2.2% are loans in a forbearance program, as of June
30, 2020, up from 0.1% at YE19 and above peak delinquencies of 1.6%
during the financial crisis. Impaired loans were 2% of total loans
as of June 30, 2020, compared with 0.88% at YE19. Fitch believes
that asset quality metrics could deteriorate further over the
medium term given the challenging economic backdrop, especially as
government forbearance programs expire and another round of
stimulus remains uncertain. Still, the firm's risk-sharing
arrangement with Fannie Mae caps Greystone's maximum loss exposure
and should help cushion the impact of higher delinquencies. Over
the past ten years, the company's losses as a percentage of its
portfolio have averaged 4.2bps.
The servicing portfolio, comprising Freddie Mac, Fannie Mae and
FHA/HUD loans, had first-time forbearances representing 2.3% of the
total servicing portfolio at June 30, 2020. Of the 209 loans in
forbearance, 44 loans have requested extensions, with 36 approved
or in process. Additionally, within the Ginnie Mae portfolio,
replacement reserve loans, where Ginnie Mae waives a borrower's
obligation to send in the monthly replacement reserve deposit in
lieu of granting a forbearance, represented 1.9% of the total
servicing portfolio.
Greystone's pretax return on average assets (ROAA) amounted to 7.4%
for the six months ended June 30, 2020, up from an average of 3.5%
from 2016-2019 due to a 30% increase in gains from the sale of
mortgage loans, benefiting from increased volume and higher
margins, and a 128% increase in servicing income. Fitch expects
gain-on-sale income to normalize in the near term as origination
volumes are likely slow for the remainder of 2020. Still, special
servicing income could remain elevated for some time as retail and
hotel delinquencies continue to rise. Over the medium term,
Greystone's performance will be largely dependent on the pace of
new originations, although the recent acquisition of the special
servicing unit and the lack of MSR volatility, given yield
maintenance provisions, will provide more earnings stability over
time relative to peers, in Fitch's view.
Greystone's leverage, as measured by debt to tangible equity, was
6.2x at 2Q20, which is consistent with Fitch's leverage benchmark
range of 5.0x to 7.5x for balance-sheet-heavy finance and leasing
companies in the 'bb' category with an 'a' operating environment
score. While leverage has come down significantly from 11.6x at
YE16, Fitch believes leverage remains elevated compared to peers'
and represents a rating constraint. Pro forma for the proposed $400
million term loan issuance, leverage will tick up to 7.7x as of
2Q20, although it could be lower should a portion of the proceeds
be used to repay existing debt. Greystone expects to reduce
leverage over time through increased earnings retention. Fitch
believes a reduction in leverage could drive positive rating
momentum over time.
Greystone has continued to demonstrate access to funding and
maintains relationships with a diverse group of lenders. Still, the
company's funding is relatively short-dated, consisting
predominantly of agency warehouse and repurchase lines with
maturities of one year or less. Short-term funding accounted for
approximately 70% of gross debt as of 2Q20, which Fitch believes is
high. Following the issuance, long-term funding will increase to
37% of total outstanding debt, up from 30% before the issuance.
Fitch would view a further extension of the debt maturity profile
favorably, as it would help to reduce refinancing risk.
At June 30, 2020, approximately 3% of Greystone's outstanding debt
was unsecured, which is in line with that of similarly rated peers
and is consistent with Fitch's funding, liquidity and coverage
range of less than 10% for 'b' category balance-sheet-intensive
finance and leasing companies with an 'a' operating environment
score. Fitch views unsecured debt as an important component of a
company's operational and financial flexibility, and would view an
increase in the unsecured funding percentage favorably.
Fitch views Greystone's liquidity as strong for its rating
category. As of June 30, 2020, Greystone had $1.7 billion of
liquidity, including $43.6 million of cash and $1.4 billion of
capacity under its funding facilities. A vast majority of the
company's funding and FHLB lines have advance rates at or near
100%, supported by GSE and government-eligible collateral, and are
not marked-to-market. Servicing advances on the Fannie Mae
portfolio have been minimal, totaling $8.8 million as of June 30,
2020. Greystone's pool of unencumbered assets, which amounted to
$698 million at 2Q20, could be pledged or sold (subject to
applicable haircuts) to provide additional liquidity, if
necessary.
Greystone's management team has strong industry experience, but
Fitch believes that a moderate degree of key person risk is present
with CEO and founder Stephen Rosenberg, who is actively involved in
the day-to-day operations of the company. However, the executive
management team at Greystone has significant depth and experience
in the CRE industry, and the succession plan encompasses estate
planning and includes the formation of a new, pre-identified board
of directors, with several members of the senior management team
and two of Mr. Rosenberg's children taking board seats. Still, the
absence of an independent board and the concentration of control
with the Rosenberg family demonstrates a weaker-than-peer corporate
governance structure and represents a rating constraint.
The Stable Rating Outlook reflects Fitch's expectations that
Greystone will maintain good asset quality, with elevated
delinquencies translating into modest losses given the loss-sharing
arrangements. The Rating Outlook also reflects expectations for the
continued generation of strong earnings, while maintaining access
to diversified funding and sufficient liquidity. Fitch also expects
Greystone's leverage will decline over time given management's
strategy to increase retained earnings over the outlook horizon.
The expected rating on the $400 million term loan is equalized with
the Long-Term IDR of Greystone, reflecting the availability of
collateral backing the obligation, which supports good recovery
prospects for the holders of the term loan in a stressed scenario.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade include an inability to extend financing
facilities as they mature and/or maintain adequate funding
diversity, a weakened liquidity profile, a sustained increase in
leverage (gross debt/tangible equity) above 7.0x, and a material
weakening in asset quality, as demonstrated by a significant
increase in impaired loans. Negative rating momentum could also be
driven by a sustained reduction in operating performance below
historical levels.
Fitch believes that the challenging economic backdrop limits the
likelihood of positive rating momentum in the near term. However,
factors that could, individually or collectively, lead to positive
rating action/upgrade longer term include an improvement in funding
flexibility, as demonstrated by further extension of the maturity
profile and an increase in the unsecured funding component,
approaching 10%, and a reduction in gross leverage, approaching
5.0x. Positive rating momentum would also be conditioned upon
greater revenue diversification and reduced reliance on
gain-on-sale income, as well as the maintenance of solid asset
quality, consistent earnings and sufficient liquidity.
The expected rating on the term loan is sensitive to changes in
Greystone's Long-Term IDR and available collateral coverage for the
debt.
ESG CONSIDERATIONS
Greystone Select Financial LLC: Governance Structure: 4
Greystone has an ESG Relevance Score of '4' for Governance
Structure due to elevated key person risk related to its founder
and CEO, Stephen Rosenberg, who sets the tone, vision and strategy
for the company. An ESG Relevance Score of 4 means Governance
Structure is relevant to Greystone's rating but not a key rating
driver. However, it does have an impact on the rating in
combination with other factors.
Except for the matters discussed above, the highest level of ESG
credit relevance, if present, is a score of 3 - ESG issues are
credit neutral or have only a minimal impact on the entity, either
due to their nature or the way in which they are being managed by
the entity.
GREYSTONE SELECT: Moody's Assigns Ba2 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a first-time Ba2 corporate
family rating to Greystone Select Financial, LLC and a Ba2 backed
long-term rating to the company's senior secured Term Loan B.
Greystone's outlook is stable.
Assignments:
Issuer: Greystone Select Financial, LLC
LT Corporate Family Rating, Assigned Ba2
Backed Senior Secured Bank Credit Facility, Assigned Ba2
Outlook Actions:
Issuer: Greystone Select Financial, LLC
Outlook, Assigned Stable
RATINGS RATIONALE
Greystone's Ba2 corporate family rating reflects the benefits to
creditors from the company's solid franchise position in
agency-sponsored and government-sponsored enterprise (GSE)
multifamily lending and servicing, which has resulted in a history
of profitable operating performance; its sound credit risk
management practices, demonstrated by a long track record of low
losses through multiple credit cycles; the composition of its
lending portfolio, which Moody's views as less volatile than
certain peer commercial real estate lenders; and its commitment to
reduce leverage to 2.0x-2.5x for total net debt / total equity by
the end of 2022. The rating also reflects the credit challenges
from Greystone's funding profile that is almost entirely dependent
on confidence-sensitive secured funding, which results in high
refinancing risk, and its concentration in the agency and GSE
multifamily commercial real estate business.
Greystone has a solid franchise position in agency-sponsored and
GSE multifamily lending and servicing. With respect to the lending
business, Greystone originates about $14 billion of loans annually,
including multifamily, senior housing and healthcare loans, with
close to 90% of originations in the last year comprising agency/GSE
loans. Greystone is the leading Federal Housing Administration
(FHA) multifamily lender and the largest buyer of
troubled/defaulted FHA multifamily loans. It is the largest small
loan Federal National Mortgage Association (Fannie Mae, Aaa stable)
Delegated Underwriting and Servicing (DUS) lender and the fifth
largest lender to Fannie Mae overall; and the eighth largest lender
to the Federal Home Loan Mortgage Corp. (Freddie Mac, Aaa stable).
The company also provides bridge loans to help clients qualify for
Fannie Mae, Freddie Mac, FHA or other long-term financing, as well
as CMBS loans.
Regarding the loan servicing business, Greystone is the 11th
largest servicer of US commercial mortgages with a total servicing
portfolio of over $60 billion. It provides primary servicing to a
$47 billion portfolio of over 5,500 loans that Greystone has
originated, and it recently expanded its special servicing
capabilities with the acquisition of CIII Asset Management.
Together, the lending and servicing businesses provide Greystone
with a good source of stable cash flows and revenue diversity,
underpinning its strong profitability as measured by an average
return on average assets of over 4% over the last three years on a
consolidated basis. The company has benefitted from significantly
higher industry origination volumes in the last year, and it
expects originations to grow this year. Moody's expects that the
company will continue to generate solid and consistent earnings
given its revenue diversity and its focus on high-quality, first
lien lending primarily in the multifamily space.
Greystone has established a long track record of low credit risk as
evidenced by its low level of losses through numerous cycles over
the last 30+ years. Moody's believes that the company's credit risk
management is disciplined, underpinned by its strong underwriting
and review process. The company is also protected by loss-sharing
agreements on certain agency and GSE loans. Despite Greystone's
strong historical performance, Moody's anticipates that credit
quality will worsen during the current challenging economic
conditions, including in sectors that are traditionally less
volatile, such as multifamily. However, the considerations noted
above as well as the company's focus on first-lien, granular loans
should provide protection from outsized losses.
Greystone's capital adequacy is currently weaker than rated peers.
As of 30 June 2020, the company's total net debt / total equity
leverage ratio was also a relatively high 4.7x, and the company
expects this ratio to temporarily increase following the $400
million Term Loan B issuance and the anticipated use of proceeds.
However, management's stated leverage policy is to deleverage the
company over the next 24 months to its sustained corporate leverage
range in order to achieve its longer term financial operating and
leverage ratios. Greystone also has a flexible dividend policy to
help manage leverage ratios. Management projects total net debt /
total equity to decline to less than 2.5x by the end of 2022 and
below 2.0x by the end of 2023 based on historical margins and
origination volumes.
A key credit challenge for Greystone is the lack of diversity in
its funding structure, resulting in high refinancing risk. The
company has a high reliance on confidence-sensitive secured funding
in its debt capital structure, mainly in the form of warehouse
credit facilities, which can be a less reliable source of funding,
particularly when credit markets experience stress. The lack of
diversity in Greystone's funding structure results in
concentrations in debt maturities. Greystone proactively renews its
credit facilities in advance of maturity; Moody's expects that the
company will continue this practice. Certain factors unique to
Greystone mitigate its funding concentration, namely that sale
commitments for its loans held for sale occur prior to funding at
the time the rate on the loan is set, along with the quality of its
agency and GSE eligible multifamily loans. In addition, the
warehouse lines funding agency and GSE loans are non-mark-to-market
and provide a 100% advance rate because all the loans financed on
the lines have purchase commitments. The company has significant
availability under the lines, and its funding profile is aided by
the stability and predictability of the cash flow from its growing
servicing portfolio.
Greystone's business concentration in commercial real estate
lending exposes the company to sector cyclicality, despite the
company's strong track record in multifamily lending. Weakened
economic conditions in the US increases the risk that credit
performance and profitability for lenders in the sector will
deteriorate. However, Moody's views Greystone's loan portfolio
quality and its more diversified revenue sources from its servicing
business as relative credit strengths, somewhat mitigating the
risks associated with its business concentration.
Nonetheless, the company's business model faces some uncertainty
surrounding the future of Fannie Mae and Freddie Mac in the
multifamily finance market. The Federal Housing Finance Agency
(FHFA) recently revised limits on agency multifamily origination,
which will likely limit the potential for further growth in agency
multifamily volumes. However, 2020 volumes have been strong thus
far. The company's growing servicing book provides some protection
for earnings against potentially lower agency volumes.
The Ba2 backed long-term rating assigned to the Term Loan B issued
by Greystone reflects the loan's senior secured position in the
company's overall capital structure, as well as the collateral
coverage. Moody's expects that the collateral provides sufficient
coverage of the Term Loan B to reduce its risk of loss compared to
more subordinate forms of debt capital. Proceeds of the Term Loan B
will be used primarily to reduce other Greystone indebtedness.
Greystone's outlook is stable, reflecting the strength of the
company's portfolio composition and its manageable exposure to
mark-to-credit provisions in its funding structure that position
the company to endure potential deterioration in asset performance
and real estate values, profitability and capital position relating
to the coronavirus pandemic.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade Greystone's ratings if the company: 1)
reduces its reliance on confidence-sensitive secured funding and
increases unencumbered assets allowing accessing to alternative
funding sources; 2) improves its debt maturity laddering; 3)
maintains strong asset quality through the current credit cycle; 4)
demonstrates predictable earnings and profitability that compares
favorably with rated peers; 5) reduces its total net debt / total
equity leverage ratio to below 2.0x; or 6) achieves greater
diversity of commercial real estate finance offerings without
increasing its risk profile.
Moody's could downgrade Greystone's ratings if the company: 1) does
not reduce its total net debt / total equity leverage ratio to
below 2.5x by the end of 2022; 2) experiences deterioration in
asset quality that causes a meaningful increase in losses; 3) shows
evidence of weakening underwriting standards; or 4) reduces its
liquidity cushion, making it more vulnerable to market shocks.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
GTM REAL ESTATE: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: GTM Real Estate Partners, LLC
9216 Windmill Park Lane
Houston, TX 77064
Business Description: GTM Real Estate Partners, LLC owns and
leases facilities.
Chapter 11 Petition Date: October 22, 2020
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 20-35095
Judge: Hon. Jeffrey P. Norman
Debtor's Counsel: Susan Tran Adams, Esq.
TRAN SINGH, LLP
1010 Lamar Street, Ste 1160
Houston, TX 77002
Email: stran@ts-llp.com
Total Assets: $10,824,015
Total Debts: $9,052,430
The petition was signed by Tonya Thomas Cronin, authorized
representative.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/7WTGCSY/GTM_Real_Estate_Partners_LLC__txsbke-20-35095__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Cronin, Tonya Thomas Owed Distribution $5,685
24702 Mesquite River Trail
Hockley, TX 77447
2. J Bar Consolidated, LLC Judgment $1,011,000
26341 Westheimer Parkway
Katy, TX 77494
HELIUS MEDICAL: To Raise $3.4 Million in Private Placement
----------------------------------------------------------
Helius Medical Technologies, Inc., has entered into a securities
purchase agreement for a private placement with a select group of
accredited investors. The private placement will consist of an
aggregate of 6,664,022 shares of the Company's Class A Common
Stock, or common stock, and warrants to purchase an aggregate of
3,332,013 shares of common stock, at a purchase price of $0.52 per
unit, consisting of one share of common stock and a warrant to
purchase 0.50 shares of common stock, resulting in total gross
proceeds of approximately $3.4 million. The warrants have an
exercise price of $0.452 per share of common stock and will be
exercisable for a period of three years from the date of issuance.
The private placement is expected to close on or about Oct. 23,
2020 and is subject to the satisfaction of customary closing
conditions, including conditional approval of the Toronto Stock
Exchange. Helius intends to use the net proceeds from the offering
for funding operations, working capital and general corporate
purposes.
The securities to be issued and sold in the private placement have
not been registered under the Securities Act of 1933, as amended,
or state securities laws, and may not be offered or sold in the
United States absent registration with the Securities and Exchange
Commission or an applicable exemption from such registration
requirements. Helius has agreed to file a registration statement
with the SEC covering the resale of the shares of common stock and
shares of common stock underlying the warrants to be issued in the
private placement. The securities to be issued and sold in the
private placement are subject to resale restrictions in Canada
which will expire four months and one day from the date of
issuance.
In respect of the private placement, the Company intends to rely on
the exemption set forth in Section 602.1 of the TSX Company Manual,
which provides that the TSX will not apply its standards to certain
transactions involving eligible interlisted issuers on a recognized
exchange, such as the Nasdaq Capital Market.
The Company's Chief Financial Officer, Chief Operating Officer and
Secretary and affiliates of the Company's Interim President and
Chief Executive Officer and director will participate in the
private placement on the same terms and conditions as all other
purchasers, except that at the units will have a purchase price of
$0.5244 per unit, and warrants will have an exercise price of
$0.4619 per share, for such parties. Each of these subscriptions
is considered to be a "related party transaction" for purposes of
Canadian Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). The
Company is exempt from the requirements to obtain a formal
valuation and minority
shareholder approval in connection with such subscriptions in
reliance on sections 5.5(a) and 5.7(1)(a), respectively, of MI
61-101, as neither the fair market value of the securities received
by such parties nor the proceeds for such securities received by
the Company exceeds 25% of the Company's market capitalization as
calculated in accordance with MI 61-101. The board of directors of
the Company approved the private placement, with the interested
director abstaining from voting.
About Helius Medical
Helius Medical Technologies -- http://www.heliusmedical.com/-- is
a neurotech company focused on neurological wellness. The
Company's purpose is to develop, license and acquire unique and
non-invasive platform technologies that amplify the brain's ability
to heal itself. The Company's first product in development is the
Portable Neuromodulation Stimulator (PoNSTM).
Helius Medical reported a net loss of $9.78 million for the year
ended Dec. 31, 2019, compared to a net loss of $28.62 million for
the year ended Dec. 31, 2018. As of March 31, 2020, the Company
had $8.46 million in total assets, $3.25 million in total
liabilities, and $5.21 million in total stockholders' equity.
BDO USA, LLP, in Philadelphia, Pennsylvania, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated March 12, 2020 citing that the Company has incurred
substantial net losses since its inception, has an accumulated
deficit of $104.8 million as of Dec. 31, 2019 and the Company
expects to incur further net losses in the development of its
business. These conditions raise substantial doubt about its
ability to continue as a going concern.
HERTZ GLOBAL: Will Shut Down Nationwide Sales Locations Temporarily
-------------------------------------------------------------------
Hertz announced plans to temporarily close all 87 car sales
locations in the U.S.
Several individuals involved with the car rental giant said the
company told employees of the news via a conference call on
Tuesday, Oct. 20, 2020. Representatives on the call detailed plans
to cease operations at the locations on Thursday, Oct. 22, 2020.
Hertz said in a statement, "As part of our Chapter 11 process,
Hertz has been working to right-size our fleet to align with
current demand and meet the requirements of our lenders."
"Hertz has recently met its target to sell approximately 180,000
vehicles, and as a result is pausing the car sales program
including temporarily closing corporate retail locations. Hertz has
maintained the licenses for these locations and will evaluate its
car sales program as it replenishes its fleet with new vehicles in
2021," the statement continued.
Hertz made news on the stock market last Friday with a record sale
of over 1 billion shares. The stock price soared 143%, according to
closing reports.
The company filed for bankruptcy protection on May 22, 2020, after
the combination of nearly $19 billion of debt was reported in court
filings.
As part of its bankruptcy proceedings, Hertz had to offload nearly
200,000 cars by the end of this year, according to a recent United
States Securities and Exchange Commission filing.
About Hertz Corp.
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. The Company also
operates a vehicle leasing and fleet management solutions
business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court
(Bankr. D. Del. Case No. 20-11218).
The Hon. Mary F. Walrath is the presiding judge.
White & Case LLP is serving as legal advisor, Moelis & Co. is
serving as investment banker, and FTI Consulting is serving as
financial advisor. Richards, Layton & Finger, P.A., is the local
counsel. Prime Clerk LLC is the claims agent, maintaining the page
https://restructuring.primeclerk.com/hertz
HOLLYWOOD FOR CHILDREN: Taps SulmeyerKupetz as Bankruptcy Counsel
-----------------------------------------------------------------
Hollywood for Children, Inc., a New York non-profit corporation,
seeks approval from the U.S. Bankruptcy Court for the Central
District of California to hire SulmeyerKupetz, A Professional
Corporation as its bankruptcy counsel.
The firm will render the following legal services to the Debtor:
(i) advise the Debtor regarding the requirements pertaining to
the administration and prosecution of the Debtor's estate;
(ii) advise and represent the Debtor concerning the rights and
remedies of the estate in regards to assets of the estate;
(iii) prepare legal papers in connection with the administration
of the case;
(iv) protect and preserve the estate by prosecuting and
defending actions commenced by or against the Debtor;
(v) examine claims of secured, priority, administrative, and
unsecured creditors in order to determine their validity;
(vi) conduct examinations of witnesses, claimants, or adverse
parties;
(vii) represent the Debtor in any proceeding or hearing in the
bankruptcy court;
(viii) advise and represent the Debtor in the negotiation,
formulation, and drafting of any disclosure statement and plan of
reorganization;
(ix) advise and represent the Debtor in connection with
investigation of potential causes of action against persons or
entities;
(x) advise and represent the Debtor in connection with legal
issues; and
(xi) render such other advice and services as the Debtor may
require in connection with the Chapter 11 case.
The firm's attorneys currently expected to be principally
responsible for the case, and their respective hourly rates are as
follows:
Daniel A. Lev $650
Asa S. Hami $595
Claire K. Wu $475
Prior to the petition date, the Debtor paid the firm the total
amount of $21,750 as a retainer.
Daniel Lev, Esq., a member of SulmeyerKupetz, disclosed in court
filings that the firm is a "disinterested person," as defined under
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Daniel A. Lev, Esq.
SulmeyerKupetz
A Professional Corporation
333 South Grand Avenue, Suite 3400
Los Angeles, CA 90071-1406
Telephone: (213) 626-2311
Facsimile: (213) 629-4520
Email: dlev@sulmeyerlaw.com
About Hollywood for Children Inc.
Hollywood for Children, Inc., a New York non-profit charitable
organization, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 20-18801) on Sept. 28, 2020. Paul
G. Alberghetti, secretary and treasurer, signed the petition.
At the time of the filing, Debtor had total assets of $31,719 and
total liabilities of $1,423,923.
SulmeyerKupetz, A Professional Corporation, is Debtor's legal
counsel.
HOSANNA BUILDING: Seeks to Hire Bartolone Law as Legal Counsel
--------------------------------------------------------------
Hosanna Building Contractors, Inc. seeks authority from the US
Bankruptcy Court for the Middle District of Florida to hire
Bartolone Law, PLLC as its legal counsel.
The firm will provide the following legal services in connection
with Debtor's Chapter 11 case:
(a) advise Debtor as to its rights and duties in its Chapter
11 case;
(b) prepare pleadings, including a disclosure statement and a
plan of reorganization; and
(c) take other necessary actions incident to the
administration of Debtor's bankruptcy estate.
The hourly rates for the firm's attorneys and paralegals range from
$375 for its most experienced attorneys to $125 for its most junior
paraprofessionals.
Bartolone Law received from Debtor a retainer fee of $11,717, of
which $3,799.50 was used to pay for the services and costs incurred
prior to the filing of the case. The remaining amount of the
retainer serves as an advance fee payment for the firm's
post-petition services and expenses.
Bartolone Law has no connection with creditors, the U.S. trustee or
any other party-in-interest, according to court filings.
The firm can be reached through:
Aldo G. Bartolone, Jr.
Bartolone Law, PLLC
1030 N. Orange Ave., Suite 300
Orlando, FL 32801
Telephone: (407) 294-4440
Facsimile: (407) 287-5544
Email: aldo@bartolonelaw.com
About Hosanna Building Contractors, Inc.
Hosanna Building Contractors, Inc. -- https://www.hosannabc.com --
is a full-service contractor providing service to commercial and
residential clients in Florida and Georgia. It offers repairs,
remodeling, insurance restorations, and new construction services.
Hosanna Building Contractors, Inc filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 20-05457) on Sep. 29, 2020. The petition was signed by
Jane Blankenship, chief executive officer. At the time of filing,
the Debtor estimated $500,000 to $1 million in assets and $1
million to $10 million in liabilities. Aldo G. Bartolone, Esq. at
BARTOLONE LAW, PLLC, represents the Debtor as counsel.
HRB PROPERTIES: Seeks to Hire Caddell Reynolds as Legal Counsel
---------------------------------------------------------------
HRB Properties, Inc. filed an amended application seeking 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 -- $275 per hour for attorney time and $75
per hour for paralegal time.
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.
IMPRESA HOLDINGS: Hires Duff & Phelps as Investment Banker
----------------------------------------------------------
Impresa Holdings Acquisition Corp. and its debtor-affiliates seek
authority from the US Bankruptcy Court for the District of Delaware
to hire Duff & Phelps Securities, LLC, as their investment banker
and financial advisor.
Impresa requires Duff & Phelps to:
a. with the assistance of the Debtors, prepare a teaser
summary and a Confidential Information Presentation (CIP), each of
which will be discussed with and approved by the Company prior to
external use;
b. prepare a list(s) of potential purchasers to be approved by
the Debtors;
c. contact potential purchasers to solicit their interest in a
Transaction, and once the teaser and the CIP have been approved by
the Debtors, the advisor is authorized to provide potential
purchasers with the teaser, CIP, and other pertinent information
and legal agreements concerning the Transaction, subject to each
potential purchaser executing a confidential non-disclosure
agreement that has been approved and executed by the Debtors;
d. seek to procure a potential purchaser at the earliest,
reasonably practical date in order to consummate a Transaction at a
price, and on terms and conditions satisfactory to the Debtors;
e. participate in due diligence visits, meetings, and
consultations between the Debtors and interested potential
purchasers, and coordinate distribution of information related to
the Transaction with such parties;
f. organize and facilitate a negotiating process with the
objection of obtaining a desirable price, and terms and conditions
for the Transaction;
g. assist the Debtors with evaluating initial indications of
interest, letters of intent, and final offers;
h. assist the Debtors in negotiating definitive agreements;
and
i. attend auctions and, to the extent required, provide
affidavits in support, in the Bankruptcy Court with respect to any
matters in connection with or arising out of the Engagement Letter.
The firm will be compensated as follows:
a. Monthly and Consulting Fee. The Debtors paid Duff & Phelps
a cash fee (the Consulting Fee) of $50,000 upon execution of the
original Engagement Letter in Oct. 2019. The Consulting Fee covered
the costs associated with the engagement, including researching
prospective potential purchasers, the preparation of any materials
or presentations, and the due diligence phase of Duff & Phelps'
assignment. The Consulting Fee is nonrefundable and was deemed
earned when paid; provided, however, the Consulting Fee shall be
applied against any Transaction Fee which may be owing pursuant to
the terms of the Engagement Letter.
In August 2020, the Debtors executed the amended Engagement Letter
and agreed to pay Duff & Phelps a non-refundable cash fee of
$35,000 per month (the Monthly Fees), which amount shall be paid in
advance on the first business day of each month for each month of
the engagement through the earlier of (i) termination of the
Engagement Letter in accordance with its terms or (ii) the
effective date of a Transaction. 100 percent of any Monthly Fees
paid shall be credited against any Transaction Fee payable under
the Engagement Letter.
b. Transaction Fee. If a Transaction is consummated either:
(i) during the term of Duff & Phelps's engagement, or (ii) at any
time during the twelve (12) month period following the effective
date of termination of Duff & Phelps's engagement (the Tail
Period), to a party identified as a potential purchaser during the
term of Duff & Phelps' engagement, or to a party or any of its
affiliates with whom the Debtors had discussions regarding a
Transaction during the term of Duff & Phelps' engagement, then
simultaneously with the close of such Transaction, the Debtors
shall pay Duff & Phelps a nonrefundable transaction fee (the
Transaction Fee) equal to the following:
i. 5 percent) of the first $17 million of Consideration
involved in the Transaction, plus
ii. 6 percent of the portion of the Consideration involved
in the Transaction between $17 million and $20 million, plus
iii. 7.5 percent of the portion of the Consideration involved
in the Transaction in excess of $20 million, plus
iv. Subject in all cases to a minimum Transaction Fee of
$850,000.
c. Notwithstanding the foregoing, if a Transaction occurs that
constitutes a Credit Bid Transaction prior to or within twelve
months after the term of the Engagement Letter, the Transaction Fee
payable to Duff & Phelps shall be $650,000.
d. If more than one Transaction occurs, then the aggregate of
all Transaction Fees shall not exceed the fee that would have been
payable had the total value of all such Transactions been
aggregated to constitute a single Transaction.
e. Expense Reimbursement. In addition to any fees or other
compensation that may be paid to Duff & Phelps pursuant to the
Engagement Letter, whether or not a Transaction is consummated, the
Debtors shall reimburse Duff & Phelps for all reasonable
out-of-pocket and incidental expenses incurred in connection with
the services to be provided pursuant to the Engagement Letter and
the preparation of the Engagement Letter. Out-of-pocket expenses
shall include, but not be limited to, as documented, travel and
lodging expenses, meals, and attorney fees (including any retention
or fee application matters). The Debtors further agree to reimburse
Duff & Phelps for certain corporate charges not to exceed $10,000
(for research, printing, duplicating, postage, shipping
telecommunications, and database access charges) and other
miscellaneous expenses; provided, however, that such reimbursable
expenses shall not exceed $50,000 in the aggregate (including
corporate charges), without the prior written approval of the
Debtors.
Mr. Feltman disclosed in court filings that the firm is a
"disinterested person" as that term is defined by Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Steve Moon
Duff & Phelps LLC
55 East 52nd Street
New York, NY 10055
Phone: +1 212 871 2000
About Impresa Holdings
Impresa Holdings designs, manufactures, and supplies precision
sheet metal parts, CNC-machined components, and assemblies for
commercial jets, regional and business aircraft, military aircraft,
and civil/military helicopters. The company's services include
sheet metal fabrication, hydroform pressing, brake.
Impresa began operating in 1973 as Venture Aircraft and expanded
through a 2012 acquisition of Swift-Cor Aerospace. It then changed
its name Impresa Aerospace.
Operating from a production facility in Gardena, California,
Impresa provides machined parts, fabricated components, assembled
parts and tooling for the aerospace and defense industries. In
addition to Boeing, the debtor's customers include Spirit
AeroSystems, Raytheon, Northrop Grumman, Cessna, Lockheed Martin
and Gulfstream. It has provided parts and components for Boeing's
major airframes, including the 787, 777 and 747 as well as the
Airbus A380 and Gulfstream's G550 and G650 planes.
On Sept. 24, 2020, Impresa Holdings Acquisition Corp. and its
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 20-12399). At the time of the filing, Impresa Holdings had
estimated assets of less than $50,000 and liabilities of between
$10 million and $50 million.
Robert J. Dehney, Matthew B. Harvey, Paige N. Topper and Taylor M.
Haga of Morris Nichols Arsht & Tunnell LLP serve as counsel to
Impresa. Duff & Phelps Securities, LLC, is the investment banker.
Stretto is the claims agent.
IMPRESA HOLDINGS: Hires Morris Nichols as Bankruptcy Counsel
------------------------------------------------------------
Impresa Holdings Acquisition Corp. and its debtor-affiliates seek
authority from the US Bankruptcy Court for the District of Delaware
to hire Morris, Nichols, Arsht & Tunnel LLP as their bankruptcy
counsel.
Impresa requires Morris Nichols to:
a. perform all necessary services as the Debtors' bankruptcy
counsel, including, without limitation, providing the Debtors with
advice, representing the Debtors, and preparing necessary documents
on behalf of the Debtors in the areas of restructuring and
bankruptcy;
b. take all necessary actions to protect and preserve the
Debtors' estates during these chapter 11 cases, including the
prosecution of actions by the Debtors, the defense of any actions
commenced against the Debtors, negotiations concerning litigation
in which the Debtors are involved and objecting to claims filed
against the estates;
c. prepare or coordinate preparation on behalf of the Debtors,
as debtors in possession, necessary motions, applications, answers,
orders, reports and papers in connection with the administration of
these chapter 11 cases;
d. counsel the Debtors with regard to their rights and
obligations as debtors in possession;
e. coordinate with the Debtors' other professionals in
representing the Debtors in connection with these cases; and
f. perform all other necessary legal services.
Morris Nichols's currently hourly rates are:
Partners $750 – $1,200
Associates and Special Counsel $435 – $725
Paralegals $335
Legal Assistants $315
Morris Nichols currently holds a balance of $165,000 as an advance
payment for services to be rendered and expenses to be incurred in
connection with its representation of the Debtors.
Matthew B. Harvey, Esq., a partner at Morris, 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:
Matthew B. Harvey, Esq.
MORRIS NICHOLS ARSHT & TUNNELL LLP
1201 North Market Street, 16th Floor
Wilmington, DE 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
E-mail: mharvey@mnat.com
About Impresa Holdings
Impresa Holdings designs, manufactures, and supplies precision
sheet metal parts, CNC-machined components, and assemblies for
commercial jets, regional and business aircraft, military aircraft,
and civil/military helicopters. The company's services include
sheet metal fabrication, hydroform pressing, brake.
Impresa began operating in 1973 as Venture Aircraft and expanded
through a 2012 acquisition of Swift-Cor Aerospace. It then changed
its name Impresa Aerospace.
Operating from a production facility in Gardena, California,
Impresa provides machined parts, fabricated components, assembled
parts and tooling for the aerospace and defense industries. In
addition to Boeing, the debtor's customers include Spirit
AeroSystems, Raytheon, Northrop Grumman, Cessna, Lockheed Martin
and Gulfstream. It has provided parts and components for Boeing's
major airframes, including the 787, 777 and 747 as well as the
Airbus A380 and Gulfstream's G550 and G650 planes.
On Sept. 24, 2020, Impresa Holdings Acquisition Corp. and its
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 20-12399). At the time of the filing, Impresa Holdings had
estimated assets of less than $50,000 and liabilities of between
$10 million and $50 million.
Robert J. Dehney, Matthew B. Harvey, Paige N. Topper and Taylor M.
Haga of Morris Nichols Arsht & Tunnell LLP serve as counsel to
Impresa. Duff & Phelps Securities, LLC, is the investment banker.
Stretto is the claims agent.
IMPRESA HOLDINGS: Hires Stretto as Administrative Advisor
---------------------------------------------------------
Impresa Holdings Acquisition Corp. and its debtor-affiliates seek
authority from the US Bankruptcy Court for the District of Delaware
to hire Stretto as their administrative advisor.
Impresa requires Stretto to:
(a) assist with, among other things, legal noticing, claims
management and reconciliation, plan solicitation, balloting,
disbursements, and tabulation of votes, and prepare any related
reports, as required in support of confirmation of a chapter 11
plan, and in connection with such services, process requests for
documents from parties in interest, including, if applicable,
brokerage firms, bank back-offices and institutional holders;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors’ schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
chapter 11 plan; and
(f) provide such other processing, solicitation, balloting and
other administrative services described in the Engagement Agreement
but not included in the Section 156(c) Application as may be
requested from time to time by the Debtors, the Bankruptcy Court or
the Office of the Clerk of the Bankruptcy Court.
Sheryl Betance, a managing director at Stretto, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Sections 101(14) and 327(a) of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto
5 Peters Canyon Rd, Ste 200
Irvine, CA 92606
Telephone: (714) 716 1872
Email: sheryl.betance@stretto.com
About Impresa Holdings
Impresa Holdings designs, manufactures, and supplies precision
sheet metal parts, CNC-machined components, and assemblies for
commercial jets, regional and business aircraft, military aircraft,
and civil/military helicopters. The company's services include
sheet metal fabrication, hydroform pressing, brake.
Impresa began operating in 1973 as Venture Aircraft and expanded
through a 2012 acquisition of Swift-Cor Aerospace. It then changed
its name Impresa Aerospace.
Operating from a production facility in Gardena, California,
Impresa provides machined parts, fabricated components, assembled
parts and tooling for the aerospace and defense industries. In
addition to Boeing, the debtor's customers include Spirit
AeroSystems, Raytheon, Northrop Grumman, Cessna, Lockheed Martin
and Gulfstream. It has provided parts and components for Boeing's
major airframes, including the 787, 777 and 747 as well as the
Airbus A380 and Gulfstream's G550 and G650 planes.
On Sept. 24, 2020, Impresa Holdings Acquisition Corp. and its
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 20-12399). At the time of the filing, Impresa Holdings had
estimated assets of less than $50,000 and liabilities of between
$10 million and $50 million.
Robert J. Dehney, Matthew B. Harvey, Paige N. Topper and Taylor M.
Haga of Morris Nichols Arsht & Tunnell LLP serve as counsel to
Impresa. Duff & Phelps Securities, LLC, is the investment banker.
Stretto is the claims agent.
IMPRESA HOLDINGS: Seeks to Hire Ordinary Course Professionals
-------------------------------------------------------------
Impresa Holdings Acquisition Corp. and its debtor-affiliates seek
authority from the US Bankruptcy Court for the District of Delaware
to hire professionals utilized in the ordinary course of business.
The Ordinary Course Professionals provide services which are
unrelated to the administration of these Chapter 11
Cases, but who nevertheless are important to the day-to-day
operation of the Debtors' business.
The Debtors will pay all Ordinary Course Professional 100 percent
of the fees and expenses.
The OCP's are:
Gordon Rees Scully
Mansukhani, LLP
Defense Counsel
$10,000 per month (annualized)
Lewitt, Hackman, Shapiro,
Marshall & Harlan
General Counsel Advisor
$20,000 per month (annualized)
About Impresa Holdings
Impresa Holdings designs, manufactures, and supplies precision
sheet metal parts, CNC-machined components, and assemblies for
commercial jets, regional and business aircraft, military aircraft,
and civil/military helicopters. The company's services include
sheet metal fabrication, hydroform pressing, brake.
Impresa began operating in 1973 as Venture Aircraft and expanded
through a 2012 acquisition of Swift-Cor Aerospace. It then changed
its name Impresa Aerospace.
Operating from a production facility in Gardena, California,
Impresa provides machined parts, fabricated components, assembled
parts and tooling for the aerospace and defense industries. In
addition to Boeing, the debtor's customers include Spirit
AeroSystems, Raytheon, Northrop Grumman, Cessna, Lockheed Martin
and Gulfstream. It has provided parts and components for Boeing's
major airframes, including the 787, 777 and 747 as well as the
Airbus A380 and Gulfstream's G550 and G650 planes.
On Sept. 24, 2020, Impresa Holdings Acquisition Corp. and its
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 20-12399). At the time of the filing, Impresa Holdings had
estimated assets of less than $50,000 and liabilities of between
$10 million and $50 million.
Robert J. Dehney, Matthew B. Harvey, Paige N. Topper and Taylor M.
Haga of Morris Nichols Arsht & Tunnell LLP serve as counsel to
Impresa. Duff & Phelps Securities, LLC, is the investment banker.
Stretto is the claims agent.
INDUSTRIAL CRANE: Seeks to Hire Sheehan and Ramsey as Counsel
-------------------------------------------------------------
Industrial Crane Service, Inc. seeks authority from the United
States Bankruptcy Court for the Southern District of Mississippi to
hire Sheehan and Ramsey, PLLC, as its counsel.
Services Sheehan will render are:
a. consult with the Subchapter V Trustee and any appointed
committee concerning the administration of the case;
b. investigate the acts, conduct, assets, liabilities, and
financial condition of the Debtor, the operation of the Debtor's
business and the desirability of the continuance of such business,
and any other matter relevant to the case or to the formulation of
the plan;
c. formulate a plan; and
d. prepare any pleadings, motions, answers, notices, orders
and reports that are required for the proper function of the
Debtor.
Sheehan will be paid at these rates:
Patrick A. Sheehan $325
Associate Attorneys $275
Paralegals $125
The firm has no connection of any kind or nature with the Debtor,
creditors or any other "party in interest," according to court
filings.
Sheehan can be reached through:
Patrick A. Sheehan, Esq.
Sheehan and Ramsey, PLLC
429 Porter Avenue
Ocean Springs, MS 39564-3715
Tel: 228-875-0572
Fax: 228-875-0895
Email: pat@sheehanlawfirm.com
About Industrial Crane Service, Inc.
Industrial Crane Service, Inc. --
https://industrialcraneservices.com -- was originally focused on
the retrofit, relocation, repair, erection and dismantling of
Container Handling Cranes such as Ship-To-Shore (STS) cranes and
Rubber-Tire-Gantry (RTG) cranes.
Industrial Crane Service, Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss.
Case No. 20-51464) on Oct. 1, 2020. In the petition signed by Paul
Chase Pritchard, vice president, the Debtor estimated $1 million to
$10 million in both assets and liabilities. Patrick Sheehan, Esq.
at SHEEHAN AND RAMSEY, PLLC, represents the Debtor as counsel.
INTERSTATE COMMODITIES: Asks Court's Approval to Sell 45 Railcars
-----------------------------------------------------------------
Robin K. Cooper of Albany Business Review reports that Interstate
Commodities Inc. is asking a federal bankruptcy court to approve
the sale of 45 railcars as the corn, grain and soybean trader tries
to pay down some of its $25.5 million in debts.
The family-owned Troy firm also is preparing to file a liquidation
plan to sell additional assets after filing for Chapter 11
bankruptcy protection in August 2020.
Interstate originally sought to sell railcar assets through a
court-supervised auction, but company asset manager Melissa Usher
informed the court this month that a direct sale is expected to
generate a bigger return.
The company filed a motion in bankruptcy court this month seeking
approval to sell 45 railcars to NSC Minerals Ltd. of Saskatchewan,
Canada, for $225,000.
Interstate at one time handled billions of dollars in commodities a
year, operating a network for grain facilities, fertilizer plants
and managing 10,000 rail cars and five repair shops. The company
had a string of highly profitable years from 2004 until 2015, but
started running into financial problems after that.
Revenue decreased from $47.3 million in 2018 to $33.5 million last
year. Through the first eight months of this year, revenue totaled
about $9 million.
As of August 2020, Interstate had approximately $12.6 million in
assets, according to court records.
About Interstate Commodities
Interstate Commodities Inc. engages in the merchandise of
commodities. It offers whole corn, soybean meal, soybeans, soy
hulls, soyhull pellets, corn gluten meal, canola meal,
sunflower meal, beet pulp pellets, citrus pulp pellets, and wheat.
Interstate Commodities filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
20-11139 on Aug. 26, 2020. The petition was signed by Michael G.
Piazza, chief operating officer. At the time of filing, the Debtor
disclosed $12,558,336 in assets and $25,513,305 in liabilities.
Gerard R. Luckman, Esq., at FORCHELLI DEEGAN TERRANA LLP, is the
Debtor's counsel.
IRON HORSE: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
The Office of the U.S. Trustee on Oct. 21, 2020, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Iron Horse Tools, LLC.
About Iron Horse Tools
Founded in 2008, Iron Horse Tools, LLC is a provider of pressure
control-related equipment and services, serving the oil and gas
plays throughout the United States. Iron Horse Tools equipment is
manufactured for the oilfield by Gardner Denver, T3 Energy
Services, and Cortec. Visit http://www.ironhorsetools.comfor more
information.
Iron Horse Tools filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
20-20272) on Aug. 18, 2020. Joey Phillips, manager and president,
signed the petition. At the time of the filing, Debtor had
estimated assets of less than $50,000 and liabilities of between
$10 million and $50 million.
Judge David R. Jones oversees the case.
Howard Marc Spector, Esq. at Spector & Cox, PLLC, serves as
Debtor's legal counsel.
IT'SUGAR FL: U.S. Trustee Appoints Creditors' Committee
-------------------------------------------------------
The U.S. Trustee for Region 21 on Oct. 20, 2020, appointed a
committee to represent unsecured creditors in the Chapter 11 cases
of It'Sugar FL I, LLC and its affiliates.
The committee members are:
1. Ronald M. Tucker
Vice President/Bankruptcy Counsel
Simon Property Group, Inc., and its affiliates
225 West Washington Street
Indianapolis, IN 46204
Phone: 317-263-2346
Cell: 317-371-1787
Fax: 317-263-7901
rtucker@simon.com
2. Minaz Ahamed. CEO
Jack's Candy Company
777 S. Central Ave.
Los Angeles, CA 90021
Phone: 213-622-9287
Fax: 213-689-4339
Minaz@jackscandy.com
3. Julie Minnick Bowden
National Bankruptcy Director
Brookfield Properties Retail, Inc.
350 N. Orleans St., Suite #300
Chicago, IL 60654
Phone: 312-960-2707
Fax: 312-442-6374
Julie.bowden@brookfieldpropertiesretail.com
4. Kevin Gottlieb
KRG Enterprises, Inc,
9901 Blue Grass Road
Philadelphia, PA 19114
Phone: 215-205-7040
Fax: 215-335-2448
Kgottlieb@krgenterprises.com
5. Les Stier
Nassau Candy Distributors, Inc.
530 W. John St.
Hicksville, NY 11801
Phone: 516-433-7100
Les.stier@nassaucandy.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About It'Sugar FL I LLC
It'Sugar FL I LLC is a specialty candy retailer with 100 locations
across the United States and abroad. Visit https://itsugar.com for
more information.
It'Sugar sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Fla. Case No. 20-20259) on Sept. 22, 2020. The
Debtor has up to $50,000 in assets and liabilities.
Judge Robert A. Mark oversees the case. Michael S. Budwick, Esq.,
at Meland Budwick, P.A., serves as Debtor's legal counsel.
JAMES SKEFOS: Trustee's $120K Memphis Properties Sale to Muir OK'd
------------------------------------------------------------------
Judge Jennie D. Latta of the U.S. Bankruptcy Court for the Western
District of Tennessee authorized the private sale by Michael
Collins, Chapter 11 Trustee of the Debtors James Skefos and
affiliates, of the following real properties located in Memphis,
Shelby County, Tennessee to Kevin Bradley Muir: (i) 4135 Kerwin
Drive for $46,000 and (ii) 5355 Beaverton Drive for $76,000.
The sale of the Real Property is free and clear of all Interests of
any kind or nature whatsoever, except that the Estate Properties
will remain encumbered by the statutory liens attributable to ad
valorem property taxes for tax year 2020.
All property taxes, demolition charges, weed charges,
interest/penalty, and any other charges secured by the Real
Property, which are payable to Shelby County or to City of Memphis
at the time of closing of the sale of the Real Property, will be
paid at the time of such closing.
All property taxes for tax year 2020 attributable to the Estate
Properties will be paid by Mr. Skefos.
The Trustee is authorized to execute any documents necessary to
effectuate the sale of the Estate Properties pursuant to Bankruptcy
Rule 6004(f)(1).
The 14-day stay established by Bankruptcy Rule 6004(h) and notice
requirements established by Bankruptcy Rule 6004(a) are both
waived.
The Commission to Pinnacle Realty is approved without the need for
any further application or Court order.
James Skefos sought Chapter 11 protection (Bankr. W.D. Tenn. Case
No. 17-28243) on Sept. 18, 2017. The Debtor tapped Daniel Lofton,
Esq., at Craig & Lofton, P.C., as counsel.
JAMES SKEFOS: Trustee's $192K Memphis Properties Sale to NMDC OK'd
------------------------------------------------------------------
Judge Jennie D. Latta of the U.S. Bankruptcy Court for the Western
District of Tennessee authorized the private sale by Michael
Collins, Chapter 11 Trustee of the Debtors James Skefos and
affiliates, of the following real properties located in Memphis,
Shelby County, Tennessee: (i) 3551 Lanette Road, (ii) 3579 Lanette
Road, (iii) 397 Carbon Road, and (iv) 416 Carbon Road, to NMDC
Holdings, LLC for $192,000, or $48,000 each.
The sale of the Real Property is free and clear of all Interests of
any kind or nature whatsoever, except that the Estate Properties
will remain encumbered by the statutory liens attributable to ad
valorem property taxes for tax year 2020. The lien of Community
Bank of Mississippi will attach to the Net Sales Proceeds.
All property taxes, demolition charges, weed charges,
interest/penalty, and any other charges secured by the Real
Property, which are payable to Shelby County or to City of Memphis
at the time of closing of the sale of the Real Property, will be
paid at the time of such closing.
All property taxes for tax year 2020 attributable to the Estate
Properties will be paid by Mr. Skefos.
The Commission to Pinnacle Realty is approved without the need for
any further application or Court order.
Community Bank consents to the Trustee the Net Sale Proceeds with
the exception of those used to satisfy the debts owed by Mr.
Skefos's Estate to Community Bank. It will be paid from the Net
Sale Proceeds the greater of: ½ of the Net Sale Proceeds or the
amount necessary to satisfy Promissory Note No. ****9701 ("Shelby
Drive Note") and Promissory Note No. ****1157 ("Auto Note").
The amount distributed to Community Bank will be applied against
debts owed by the Mr. Skefos's Estate to Community Bank as follows:
first to satisfy the Shelby Drive Note, second to satisfy the Auto
Note, and the remainder, if any, will be applied to Promissory No.
****1902 ("Summer Ave Note"). Community Bank will be paid
contemporaneously at closing and the automatic stay is terminated
as to the sales proceeds in order to allow Community Bank to accept
them and immediately apply them to the indebtedness due as set
forth.
The Trustee is authorized to execute any documents necessary to
effectuate the sale of the Estate Properties pursuant to Bankruptcy
Rule 6004(f)(1).
The 14-day stay established by Bankruptcy Rule 6004(h) and notice
requirements established by Bankruptcy Rule 6004(a) are both
waived.
James Skefos sought Chapter 11 protection (Bankr. W.D. Tenn. Case
No. 17-28243) on Sept. 18, 2017. The Debtor tapped Daniel Lofton,
Esq., at Craig & Lofton, P.C. as counsel.
JEMA GROUP: Seeks to Hire Gavel Bankruptcy Law as Counsel
---------------------------------------------------------
Jema Holdings Group, LLC, seeks authority from the United States
Bankruptcy Court for the District of Arizona to hire Gavel
Bankruptcy Law Firm as its attorneys.
Services Gavel will render are:
-- provide the Debtor with legal advice with respect to its
reorganization;
-- represent the Debtor in connection with negotiations involving
secured and unsecured creditors;
-- represent the Debtor at hearings set by the Court in Debtor's
bankruptcy case;
-- prepare necessary applications, motions, answers, orders,
reports or other legal papers necessary to assist in the Debtor's
reorganization.
The firm's current rates are:
Amy Wilkins, Member $375 per hour
Taylor Swick, Associate $275 per hour
Paralegals and Law Clerks $150 per hour
Prior to the Petition Date, the Debtor paid Gavel an advanced fee
deposit of $5,000 which was applied to prepetition fees and costs,
including the Chapter 11 filing fee.
Gavel represents no interest adverse to the Debtor or the estate in
the matters upon which it is to be engaged, according to court
filings.
The firm can be reached through:
Amy Wilkins, Esq.
THE GAVEL BANKRUPTCY LAW FIRM
3300 N Central Ave, Suite 2600
Phoenix, AZ 85012
Tel: 602-502-2622
E-mail: glen@gavelbankruptcy.com
About Jema Holdings Group, LLC
Jema Holdings Group, LLC, filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
20-10703) on Sep. 22, 2020. The petition was signed by Jean E.
Gonzvar, trustee, JEMA Group Holdings Trust, sole member. At the
time of filing, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million in liabilities. Amy Wilkins,
Esq. at THE GAVEL BANKRUPTCY LAW FIRM serves as the Debtor's
counsel.
JRNA INC: Seeks Court Approval to Hire Accountant
-------------------------------------------------
JRNA, Inc. seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to hire Jon Levin of Levin &
Company as its accountant.
It is necessary that the Debtor retains an accountant to render
accounting service with respect to the day-to-day conduct of its
reorganization proceedings, including, but not limited to, the
formulation and preparation of a Plan of Reorganization, and the
myriad number of general bankruptcy problems which are intricately
related to the instant
proceeding.
Jon Levin, CPA has indicated his willingness to be retained and to
be compensated at the hourly rate of $210, including support staff,
Robin Derhammer, Professional at $150 per hour; Amy Thomas,
Professional at $130 per hour and Laura Long, clerical at $100 per
hour.
Mr. Levin assures the court the he does not represent nor hold any
interest adverse to the Debtor or its creditors in the matters upon
which it is to be engaged.
Mr. Levin can be reached at:
Jon Levin, CPA
Levin & Company
6614 Ruppsville Road
Allentown, PA 18106
Tel 610-841-0300
Fax 610-841-0301
Email info@levincpa.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. The Debtor is represented by McLaughlin
& Glazer.
The Debtor tapped Jon Levin, CPA as its accountant.
K & L TRAILER LEASING: Trustee Seeks to Hire Special Counsel
------------------------------------------------------------
Gary Murphey, the Chapter 11 trustee for K & L Trailer Leasing,
Inc., seeks approval from the U.S. Bankruptcy Court for the
District of Tennessee to hire Mozley Finlayson Loggins LLP and
Woolf, McClane, Bright, Allen & Carpenter PLLC as his special
counsel.
Mozley Firm will represent the Debtor's estate in ongoing
collection litigation in Gwinnett County, Ga., while Woolf Firm
will represent the estate in ongoing collection litigation matters
pending in the Chancery Court for Knox County, Tenn., and the U.S.
District Court for the Eastern District of Tennessee.
Mozley Firm will be paid at the rate of $280 per hour for the work
of Jennifer McLean, Esq., who will be handling the case.
Woolf Firm will be compensated at the rate of $295 per hour for the
work of Gregory Logue, Esq., and $185 per hour for the work of
Kaitlin Tweel, Esq. Mr. Logue and Ms. Tweel will be the primary
attorneys to work on the collection litigation matters in
Tennessee.
Both firms do not represent nor hold any interest adverse to the
Debtor and its estate, according to a court filing.
The law firms can be reached through:
Jennifer T. McLean, Esq.
Mozley Finlayson Loggins LLP
1050 Crown Pointe Parkway, Suite 1500
Atlanta, GA 30338
Telephone: (404) 845-1952
Facsimile: (404) 250-9355
Email: jmclean@mfllaw.com
- and -
Gregory Logue, Esq.
Woolf, McClane, Bright, Allen & Carpenter PLLC
P. O. Box 900
Knoxville, TN 37901
Telephone: (865) 215-1000
Facsimile: (865) 215-1001
Email: glogue@wmbac.com
About K & L Trailer Leasing
K&L Trailer Leasing, Inc., a company based in Knoxville, Tenn.,
filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 20-31620)
on June 29, 2020. At the time of the filing, Debtor was estimated
to have $10 million to $50 million in both assets and liabilities.
Judge Suzanne H. Bauknight oversees the case.
Gentry Tipton & McLemore, P.C. is Debtor's bankruptcy counsel.
Gary M. Murphey was appointed as Debtor's Chapter 11 trustee. He
is represented by Bradley Arant Boult Cummings.
KB US HOLDINGS: Sale of Balducci's & Kings Poised for Approval
--------------------------------------------------------------
Alex Wolfe of Bloomberg Law reports that a bankruptcy judge largely
dismissed concerns over a transfer of legal claims that are
included in grocery operator KB US Inc.'s plans to sell assets to
ACME Markets Inc. for $96.4 million, hinting at his imminent
approval of the deal.
The deal is "pretty clearly the best and highest value" bid that
bankrupt KB US can receive for the assets—Balducci's Food Lover's
Market and Kings Food Markets, Judge Sean Lane of the U.S.
Bankruptcy Court for the Southern District of New York said during
a telephonic court hearing Thursday, October 22, 2020.
About KB US Holdings
KB US Holdings, Inc., is the parent company of King Food Markets
and Balducci's Food Lover's Market.
Headquartered in Parsippany, N.J., Kings Food Markets has been a
specialty and gourmet food market across the East Coast. In 2009,
Kings Food Markets acquired specialty gourmet retail grocer,
Balducci's Food Lover's Market. As of the petition date, the
Debtors operate 35 supermarkets across New York, New Jersey,
Connecticut, Virginia, and Maryland.
KB US Holdings and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No. 20-22962)
on Aug. 23, 2020. The petitions were signed by Judith Spires,
chief executive officer. At the time of the filing, the Debtors
disclosed assets of between $100 million and $500 million and
liabilities of the same range.
Judge Sean H. Lane oversees the cases.
The Debtors tapped Proskauer Rose LLP as their legal counsel; PJ
Solomon, L.P. and PJ Solomon Securities, LLC as investment banker;
Ankura Consulting Group LLC as financial advisor; and Prime Clerk
LLC as claims, noticing and solicitation agent.
KENTUCKY BIOSCIENCE: $30K Sale of 8 Orthman Conveyors to Arkin OK'd
-------------------------------------------------------------------
Judge Alan C. Stout of the U.S. Bankruptcy Court for the Western
District of Kentucky authorized Kentucky Bioscience International,
LLC's sale of eight Orthman Conveyors to Arkin Sales, Inc. for
$30,400.
The Debtor will deduct the costs of labor and equipment rentals to
transport the Conveyors to the Buyers in Wisconsin.
Scotty's Development Co., LLC's lien or other interests encumbering
the equipment will be paid by the net proceeds of the sale at
closing.
The sale of the Conveyors will be free and clear of any liens,
encumbrances, or other interests.
The Debtor and the Buyer are granted the protections under 11.
U.S.C. Section 363(m).
About Kentucky BioScience
Kentucky BioScience International, LLC is engaged in the business
of growing, harvesting and selling CBD biomass. Its principal
office is located in Murray, Ky.
On April 4, 2020, an involuntary petition for Chapter 7 (Bankr.
W.D. Ky. Case No. 20-50220) was filed against Kentucky BioScience
by its creditor, R Hilltop Farm, LLC, which is represented by Todd
A. Farmer, Esq. On June 17, 2020, the court issued an order
converting the case to a Sub-Chapter V of Chapter 11.
Judge Alan C. Stout oversees the case.
Kentucky BioScience has tapped David M. Cantor, Esq., at Seiller
Waterman, LLC, as its legal counsel.
KRIEGER CRAFTSMEN: Seeks to Hire Nienhuis Financial as Accountant
-----------------------------------------------------------------
Krieger Craftsmen, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Michigan to hire Nienhuis
Financial Group, LLC as its accountant.
The firm will render the following services:
a. compile data and analysis information necessary to meet the
reporting requirements that will be mandated by the bankruptcy
process, and to meet the requests of various parties related to the
Debtor's restructuring and reorganization;
b. compile and prepare operational and financial data and
analysis to the Debtor and its counsel to assist in developing a
plan of reorganization and related documents; and
c. provide services, assistance, and other activities that are
required and mutually agreed upon.
The firm's customary rates range from $60 to $175 per hour.
Nienhuis Financial is a "disinterested person" as defined under
Section 101(14) of the Bankruptcy Code, according to a court
filing.
The firm can be reached through:
Robert Oostendorp
Nienhuis Financial Group, LLC
3460 Wilson Ave SW
Grandville, MI 49418
Telephone: (616) 532-8861
About Krieger Craftsmen Inc.
Located in Grand Rapid, Mich., Krieger Craftsmen, Inc. is a
manufacturer of plastic injection molds for the automotive,
medical, appliance, and consumer products industries. Visit
https://www.kriegercraftsmen.com/ for more information.
Krieger Craftsmen sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Mich. Case No. 20-03157) on October
11, 2020. Krieger Craftsmen Timothy J. Krieger signed the
petition.
At the time of the filing, Debtor had estimated assets of between
$1 million and $10 million and liabilities of the same range.
Judge John T. Gregg oversees the case.
The Debtor has tapped Keller & Almassian, PLC as its legal counsel,
Gantry Business Solutions, LLC as financial advisor, and Nienhuis
Financial Group, LLC as accountant.
KRIEGER CRAFTSMEN: Taps Gantry Business as Financial Advisor
------------------------------------------------------------
Krieger Craftsmen, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Michigan to hire Gantry Business
Solutions LLC as its financial advisor.
The services to be rendered by Gantry Business will include the
following:
a. compile data and analysis information necessary to meet the
reporting requirements that will be mandated by the bankruptcy
process, and to meet the requests of various parties related to the
Debtor's restructuring and reorganization;
b. compile and prepare operational and financial data and
analysis to the Debtor and its counsel to assist in developing a
plan of reorganization and related documents; and
c. provide services, assistance, and other activities that are
required and mutually agreed upon.
The firm will be compensated at $250 per hour, which is the
customary rate charged by Gantry Business for similar matters.
Prior to the filing of the Chapter 11 proceeding, Gantry Business
earned and was paid $34,632.50 for its services.
David Distel, a senior managing director at Gantry Business,
disclosed in court filings that the firm, its members and officers
are "disinterested persons" within the meaning of Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
David, J. Distel
Gantry Business Solutions LLC
960 San Lucia Dr SE
Grand Rapids, MI 49506
About Krieger Craftsmen Inc.
Located in Grand Rapid, Mich., Krieger Craftsmen, Inc. is a
manufacturer of plastic injection molds for the automotive,
medical, appliance, and consumer products industries. Visit
https://www.kriegercraftsmen.com/ for more information.
Krieger Craftsmen sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Mich. Case No. 20-03157) on October
11, 2020. Krieger Craftsmen Timothy J. Krieger signed the
petition.
At the time of the filing, Debtor had estimated assets of between
$1 million and $10 million and liabilities of the same range.
Judge John T. Gregg oversees the case.
The Debtor has tapped Keller & Almassian, PLC as its legal counsel,
Gantry Business Solutions, LLC as financial advisor, and Nienhuis
Financial Group, LLC as accountant.
KRIEGER CRAFTSMEN: Taps Keller & Almassian as Legal Counsel
-----------------------------------------------------------
Krieger Craftsmen, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Michigan to hire Keller &
Almassian, PLC as its legal counsel.
The firm will provide the following services:
a. advise the Debtor with respect to its rights, powers and
duties;
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;
g. appear before the court;
h. perform all other necessary legal services.
Keller & Almassian will be paid at hourly rates as follows:
A. Todd Almassian $400
James M. Keller $400
Greg J. Ekdahl $385
Associate Attorneys $350
Paralegals $175
The firm is a "disinterested person," as defined under Section
101(14) of the Bankruptcy Code, according to a court filing.
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
Email: talmassian@kalawgr.com
gekdahl@kalawgr.com
About Krieger Craftsmen Inc.
Located in Grand Rapid, Mich., Krieger Craftsmen, Inc. is a
manufacturer of plastic injection molds for the automotive,
medical, appliance, and consumer products industries. Visit
https://www.kriegercraftsmen.com/ for more information.
Krieger Craftsmen sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Mich. Case No. 20-03157) on October
11, 2020. Krieger Craftsmen Timothy J. Krieger signed the
petition.
At the time of the filing, Debtor had estimated assets of between
$1 million and $10 million and liabilities of the same range.
Judge John T. Gregg oversees the case.
The Debtor has tapped Keller & Almassian, PLC as its legal counsel,
Gantry Business Solutions, LLC as financial advisor, and Nienhuis
Financial Group, LLC as accountant.
LBI MEDIA: Lenard Liberman Back, In Puerto Rico
-----------------------------------------------
Adam Jacobson of Radio+Television Business Report reports that in
October 2019, the end of LBI Media and associated entity Liberman
Broadcasting came, as LBI successfully completed a court-approved
reorganization plan and emerged from Chapter 11 bankruptcy. A fully
fresh start came for the company co-founded by Lenard Liberman, as
he was stripped of his CEO duties and replaced by Peter Markham
ahead of a wholesale company name change to Estrella Media.
Now, Liberman has returned as a broadcast station owner. And, it
involves La Isla del Encanto — Puerto Rico — and broker Kalil &
Co.
It also involves Univision Holdings, which will soon see majority
ownership from private investment firm SearchLight Capital Partners
and ForgeLight, an operating and investment company focused on
media and consumer technology.
With the Univision transaction awaiting final regulatory approval,
Univision Puerto Rico -- a subsidiary of Univision Holdings -- is
being divested as part of the SearchLight/ForgeLight plan of action
as Univision's forthcoming owner.
The buyer is a new entity wholly controlled by Liberman taking the
name Liberman Media Group LLC. Its address reflects a nondescript
warehouse in Burbank, Calif., on a street known for various
production studios — walking distance to Burbank Airport.
A 50-page asset purchase agreement dated August 24 was posted to
the FCC's CDBS on Wednesday (8/26). The total purchase price?
Officially, it is $1 million, with a $100,000 escrow payment made.
However, language in the agreement suggests that the purchase price
could inflate to roughly $2.5 million, given operating income and
expenses attributable to the stations.
Fred Kalil of Kalil & Co. served as the exclusive broker in this
transaction.
The properties Liberman is obtaining are:
* WLII-11 in Caguas, with a signal covering the San Juan
metropolitan area
* WOLE-12 in Aguadilla, serving the western side of Puerto Rico
* WSUR-9 in Ponce, which serves the southern side of Puerto Rico
* W21CX-D, a digital translator in Mayaguez, in the southwest tip
of Puerto Rico
WOLE and WSUR are full-time satellites of WLII, which was
"TeleOnce" from 1986 until Univision took control of the properties
in 2002, through a LMA with Raycom Media. A purchase came in 2005,
giving Univision ownership of WSUR and WLII. WOLE came in December
2018 in a $3.67 million transaction with Western Broadcasting
Corp.
As news of the purchase by Lenard Liberman reached Puerto Rico's
media leaders, questions immediately arose as to the value of the
transaction. One market veteran was shocked, noting that the
transaction should be between $20 million and $25 million. A source
close to the matter tells RBR+TVBR the deal was "very complicated,"
and involved four days of refining an agreement.
That said, another longtime Puerto Rico media figure points to the
decision by Univision Puerto Rico to cease local newscasts some
five years ago, putting its news efforts into WKAQ-AM 580. This,
the source said, resulted in a sharp revenue decline, with dollars
four-to-five times lower than they were some seven to eight years
ago.
Then, there is the U.S. Department of Justice. In order for
ForgeLight and Searchlight to complete its majority take of
Univision, it had to sell the Univision Puerto Rico TV station and
have a non-affiliated entity take possession of what would become a
Univision network affiliate. The reason? ForgeLight and Searchlight
have attributable interest in Hemisphere Media Group, owner of
long-successful WAPA-4 in San Juan. ForgeLight/Searchlight also
have a stake in the island’s major MVPD, Liberty, although that
is not a key factor tied to the Univision Puerto Rico divestment
need.
This explains why Univision is not retaining the Univision Puerto
Rico intellectual property and placing it on the other full-power
TV facility it owns in the U.S. commonwealth: WSTE-7, now branded
as "TeleIsla" and airing infomercials. Univision acquired that
property, once "SuperSiete" under Malrite Communications ownership,
in 2007 from then-owner Jerry Hartman.
WSTE will, thus, retain its current programming while Liberman will
now own Univision Puerto Rico via an affiliation agreement.
And, the continued ownership of WSTE suggests the Univision Radio
combo of Spanish Talk WKAQ-AM and Latin Top 40 WKAQ-FM "KQ105"
won’t be changing anytime soon.
Meanwhile, what has Lenard Liberman been up to since his exit from
the company he once led?
He's leading Grupo Estrella LLC, which is very different from
Estrella Media, the company that succeeded LBI Media. It's a
financial services firm, offering lending services via
EstrellaCash.com.
And … among the familiar faces pitching its services is Don Cheto
— the longtime morning host at the radio station that launched
LBI Media, "Qué Buena" in Los Angeles.
Liberman confirmed via e-mail to RBR+TVBR that no programming
changes are in the works for WLII and its satellite siblings.
"Univision and UniMás are great networks and my particular
specialty in producing television programming fits nicely with the
Puerto Rico market," he said.
About LBI Media
Headquartered in Burbank, California, LBI Media --
http://www.lbimedia.com/-- is a national television and radio
broadcasting company that was co-founded in 1987 by Lenard
Liberman, LBI's chief executive officer, and his father Jose
Liberman, who immigrated to the United States from Mexico in 1946.
LBI is a national media company that owns or licenses 27
Spanish-language television stations and radio stations in the
United States, as well as EstrellaTV, a Spanish-language television
broadcast network.
LBI Media Inc and more than 15 of its affiliates filed for
bankruptcy protection (Bankr. D. Del. Case No. 18-12655) on Nov.
21, 2018.
In the petition signed by CFO Brian Kei, the Debtors reported total
assets of $238.7 million and total liabilities of $532.9 million as
of June 30, 2018.
Richards Layton & Finger, P.A., and Weil, Gotshal & Manges LLP
serve as counsel to the Debtors. Guggenheim Securities LLC has been
tapped as investment banker, Alvarez & Marsal North America LLC as
financial advisor, and Epiq Corporate Restructuring LLC as claims
and noticing agent.
Andrew Vara, acting U.S. trustee for Region 3, on Dec. 6, 2018,
appointed five creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of LBI Media, Inc. and
its affiliates. The Committee tapped Squire Patton Boggs (US) LLP
as lead counsel, Bayard, P.A., as co-counsel, and Dundon Advisers
LLC as financial advisor.
LE TOTE: Seeks to Hire Nfluence Partners as Investment Banker
-------------------------------------------------------------
Le Tote, Inc. and its debtor affiliates seek approval from the U.S.
Bankruptcy Court for the Eastern District of
Virginia to employ HMAdviseCo, LLC d/b/a Nfluence Partners, as
their investment banker.
Le Tote requires Nfluence Partners to:
(a) review the Debtors' business, markets, recent and
projected results of operations, financial condition, working
capital needs and overall prospects;
(b) in cooperation with the Debtors, prepare marketing
materials or other documents to describe the Debtors and the
proposed transaction for use in discussion with potential
acquirers;
(c) research, screen, and compile a list of potential
financial and strategic acquirers;
(d) contact potential financial and strategic acquirers
approved by the Debtors, and as requested initiate and coordinate
discussions with them;
(e) support the due diligence efforts of potential financial
and strategic acquirers throughout the process;
(f) solicit indications of interest and assist the Debtors in
evaluating and comparing offers to invest, recapitalize or acquire
the Debtors;
(g) assist in the negotiation of the structural and financial
aspects of proposals by potential acquirers, and in the evaluation
of their offers;
(h) assist and coordinate with other professional advisors,
including attorneys and accountants for both the Debtors and
potential acquirers, to bring the Transaction to a successful
close;
(i) provide the Debtors with periodic status reports (as
requested by the Debtors) and be available to the Debtors at
reasonable times to discuss any matters relating to the
Transaction; and
(j) otherwise comply with the reasonable requests of the
Debtors with respect to the Transaction.
Nfluence will be compensated as follows:
i. Retainer. The Debtors shall pay Nfluence a non-refundable
cash retainer fee as follows
a) $50,000, immediately upon execution of the Engagement
Letters; and
b) $25,000 per month thereafter (Monthly Fee).
Retainer amounts received above $100,000 shall be credited against
the Le Tote Success Fee in excess of the minimum fee.
ii. Success Fee. Upon, and as a condition of the closing of a
Transaction during the term of the Le Tote Engagement Letter, the
Debtors shall pay Nfluence a cash success fee (the "Le Tote Success
Fee," and together with the Lord & Taylor Success Fee, the "Success
Fees") equal to the following:
a) $750,000 base fee, plus 3 percent of the amount of Total
Consideration in excess of $20,000,000.
b) In the event HBC completes the Transaction, the Le Tote
Success Fee shall be discounted by 50 percent unless the
Transaction terms are agreed within 90 days of the execution of the
Le Tote Engagement Letter, in which case, the discount shall be 67
percent. In the event that Total Consideration received is less
than $4,000,000, then the Le Tote Success Fee will equal $300,000
with full credit of the Retainer.
iii. Expense Reimbursement. In addition to any fees payable by
the Debtors to Nfluence under the Le Tote Engagement Letter, the
Debtors will reimburse Nfluence for all reasonable and documented
out-of-pocket expenses incurred in connection with the services
rendered under the Le Tote Engagement Letter during the term
thereof within thirty (30) days of receipt of an invoice from
Nfluence, whether or not any Transaction is consummated; provided
that such expenses shall not exceed $10,000 without the prior
written consent of the Debtors.
iv. Tail Provision. Nfluence will be entitled to the Le Tote
Success Fee if, within the Tail Period, the Debtors enter into a
definitive written agreement providing for a Transaction, and such
Transaction is subsequently consummated; provided, however, that
the Nfluence will not be entitled to receive the Le Tote Success
Fee if the Debtors terminate the Le Tote Engagement Letter with
Cause. Notwithstanding the foregoing, Nfluence shall not have a
right to the Le Tote Success Fee in the event that Nfluence is
engaged during the Tail Period by a potential Purchaser in
connection with any of the Restricted Activities, with respect to
such Purchaser's participation in a Transaction.
Lord & Taylor Engagement
i. Success Fee. Upon, and as a condition of the closing of a
Transaction during the term of the Lord & Taylor Engagement Letter,
the Debtors shall pay Nfluence a cash success fee equal to the
following:
a) if Total Consideration received in a Transaction is less
than $5,000,000, the Lord & Taylor Success Fee will equal
$100,000;
b) if Total Consideration received in a Transaction is
greater than $5,000,000 the Lord & Taylor Success Fee will equal
$750,000; and
c) in the event that Total Consideration received in a
Transaction is greater than $20,000,000, the Lord & Taylor Success
Fee will equal $750,000 plus the lesser of (i) 3 percent of Total
Consideration above $20,000,000, or (ii) to the extent the value
attributed to the Debtors' inventory in a Transaction exceeds 76.2
percent of the cost of such inventory, an amount equal to the
lesser of (A) 25 percent of the incremental value of such inventory
in excess of 76.2 percent of the cost of such inventory and (B) 3
percent of the value (as determined by an acquirer) of the
inventory sold; provided that in the event an acquirer does not
itemize the value of the Debtors' inventory, the Debtors' board of
directors shall set the value of the inventory in good faith.
In the event Hudson's Bay Company (HBC) completes the Transaction,
the Lord & Taylor Success Fee shall be discounted by 50 percent.
ii. Joint Transaction. The parties agree that the Le Tote
Success Fee and Lord & Taylor
Success Fee are to be paid without duplication. In the event that a
Transaction may result in a payment of an Le Tote Success Fee and
Lord & Taylor Success Fee under a Joint Transaction, the parties
agree that the success fee shall be calculated in accordance with
the following (the "Joint Success Fee" and, together with the Le
Tote Success Fee and Lord & Taylor Success Fee, the "Success
Fees"):
a) if Total Consideration received in a Joint Transaction
is less than $10,000,000, the Joint Success Fee will equal 7.5
percent of the Total Consideration;
b) if Total Consideration received in a Joint Transaction
is greater than $10,000,000, the Joint Success Fee will equal
$750,000; and
c) in the event that Total Consideration received in a
Joint Transaction is greater than $20,000,000, the Joint Success
Fee will equal $750,000 plus the lesser of (i) 3.5 percent of Total
Consideration above $20,000,000, or (ii) to the extent the value
attributed to the Debtors' inventory in a Joint Transaction exceeds
76.2 percent of the cost of such inventory, an amount equal to the
lesser of (A) 25 percent of the incremental value of such inventory
in excess of 76.2 percent of the cost of such inventory and (B) 3.5
percent of the value (as determined by an acquirer) of the
inventory sold; provided that in the event an acquirer does not
itemize the value of the Debtors' inventory, the Debtors' board of
directors shall set the value of the inventory in good faith.
In the event HBC completes the Joint Transaction, the Joint Success
Fee shall be discounted by 50 percent.
iii. Expense Reimbursement. In addition to any fees payable by
the Debtors to Nfluence under the Lord & Taylor Engagement Letter,
the Debtors will reimburse Nfluence for all reasonable and
documented out-of-pocket expenses incurred in connection with the
services rendered under the Lord & Taylor Engagement Letter during
the term thereof within thirty (30) days of receipt of an invoice
from Nfluence, whether or not any Transaction is consummated;
provided that such expenses shall not exceed $10,000 without the
prior written consent of the Debtors.
iv. Tail Provision. Nfluence will be entitled to the Lord &
Taylor Success Fee if, within twelve (12) months of the date of
expiration or termination of the Lord & Taylor Engagement Letter
(the "Tail Period"), the Debtors enter into a definitive written
agreement providing for a Transaction, and such Transaction is
subsequently consummated; provided, however, that the Nfluence will
not be entitled to receive the Lord & Taylor Success Fee if the
Debtors terminate the Lord & Taylor Engagement Letter with Cause.
Notwithstanding the foregoing, Nfluence shall not have a right to
the Lord & Taylor Success Fee in the event that Nfluence is engaged
during the Tail Period by a potential Purchaser in connection with
any of the Restricted Activities, with respect to such Purchaser's
participation in a Transaction.
Nfluence is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code and utilized in sections
327(a) and 328(c) of the Bankruptcy Code, as disclosed in the court
filings.
The firm can be reached through:
Gary Moon
Nfluence Partners
160 Spear Street, Suite 1230
San Francisco, CA 94105
Phone: 650-515-8734
About Le Tote Inc.
Le Tote, Inc. and its affiliates operate both an online,
subscription-based clothing rental service and a full-service
fashion retailer with 38 brick-and-mortar locations and a robust
e-commerce platform. In response to the COVID-19 pandemic, Le Tote
temporarily closed all retail locations in March 2020, although
they continue to operate the Le Tote and Lord & Taylor websites.
Le Tote and its affiliates filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case
No. 20-33332) on Aug. 2, 2020. The petitions were signed by Ed
Kremer, chief restructuring officer. At the time of the filing,
Debtors disclosed between $100 million and $500 million in both
assets and liabilities. Judge Keith L. Phillips oversees the
cases.
Debtors have tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their legal counsel; Kutak Rock LLP and
Crenshaw, Ware & Martin, PLC as local counsel; Katten Muchin
Rosenman LLP as special counsel; Berkeley Research LLC as financial
advisor; and Nfluence Partners as investment banker. Stretto is the
notice, claims and balloting agent, and administrative advisor.
On August 12, 2020, the U.S. Trustee appointed the official
committee of unsecured creditors in the chapter 11 cases. The
committee tapped Cooley LLP as its counsel and BDO Consulting
Group, LLC as financial advisor.
LEE'S FOODSERVICE: Hires Crane Simon as Bankruptcy Counsel
----------------------------------------------------------
Lee's Foodservice Parts & Repairs, Inc., received approval from the
U.S. Bankruptcy Court for the Northern District of Illinois to hire
Crane, Simon, Clar & Goodman as its attorneys.
The Debtor requires Crane Simon to:
a. prepare necessary applications, motions, answers, order,
adversary proceedings, reports and other legal papers;
b. provide the Debtor with legal advice with respect to their
rights and duties involving its property as well as its
reorganization efforts;
c. appear in court and to litigate whenever necessary; and
d. perform any and all other legal services that may be
required from time to time in the ordinary course of the Debtor's
business during the administration of this bankruptcy case.
The firm will be paid at these hourly rates:
Eugene Crane $520
Arthur Simon $520
Scott Clar $520
Karen Goodman $520
Jeffrey Dan $480
John Redfield $420
Crane Simon received a post-petition retainer in the amount of
$30,000.
Crane Simon will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Scott R. Clar , Esq., partner of Crane Simon Clar and Dan, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Crane Simon can be reached at:
Scott R. Clar, Esq.
Arthur G. Simon, Esq.
Crane, Simon, Clar & Goodman
135 S. LaSalle St., Suite 3705
Chicago, IL 60603
Phone: (312) 641-6777
Email: sclar@craneheyman.com
About Lee's Foodservice
Founded in 1998, Lee's Foodservice Parts & Repairs, Inc. --
https://www.leesfoodservice.com/ -- provides commercial foodservice
and commercial kitchen repair, installation, and maintenance in the
Chicago, Milwaukee, and Northwest Indiana areas.
Lee's Foodservice sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-03086) on Feb. 3,
2020. It previously sought bankruptcy protection on March 11, 2013
(N.D. Ill. Case No. 13-09454). In the petition signed by Brian
Anderson, president, the Debtor was estimated to have $1 million to
$10 million in assets and $1 million to $10 million in liabilities.
Judge Lashonda A. Hunt oversees the case. The Debtor tapped Angela
M. Snell, Esq., at FactorLaw, as its legal counsel.
LILIS ENERGY: Signs $3.75 Mil. Settlement With Equity Holders
-------------------------------------------------------------
Law360 reports that oil and gas production company Lilis Energy
Inc. on Thursday, October 22, 2020, told a Texas bankruptcy court
it had inked a $3.75 million deal to settle the claims of the
preferred equity holder whose refusal to commit to a new money
investment put the company on a path to a sale.
At a remote hearing, Lilis told U.S. Bankruptcy Judge Marvin Isgur
that the global settlement with Varde Partners Inc. and a lender
group will also guarantee $600,000 for unsecured creditors and
enhance the company's sale value by simplifying its agreements with
Varde. Lilis filed for bankruptcy in June 2020 with $251 million in
debt.
About Lilis Energy
Lilis Energy, Inc. -- https://www.lilisenergy.com/ -- is a
publicly-traded, independent oil and natural gas company focused on
the exploration, development, production, and acquisition of crude
oil, natural gas, and natural gas liquids. Headquartered in Fort
Worth, Texas, Lilis is a pure play Permian Basin company with
focused operations in the Delaware Basin.
Lilis Energy and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33274) on
June 28, 2020. As of Dec. 31, 2019, the Debtors had total assets
of $258.6 million and total liabilities of $251.2 million.
Judge David R. Jones oversees the cases.
The Debtors tapped Vinson & Elkins, LLP as legal counsel; Barclays
Capital, Inc., as investment banker and financial advisor; BDO, USA
LLP as accountant and tax advisor; and Stretto as notice, claims
and solicitation agent.
LIVINGWAY CHRISTIAN: Seeks to Hire Lansing Roy as Legal Counsel
---------------------------------------------------------------
Livingway Christian Fellowship Church International seeks authority
from the United States Bankruptcy Court for the Middle District of
Florida to hire Lansing Roy, PA, as its legal counsel.
The Debtor requires Lansing Roy to:
a. advise the Debtor on its rights and duties;
b. prepare pleadings and other court papers related to this
case; including a disclosure statement and plan of reorganization;
c. evaluate potential causes of actions the Debtor may have
against other parties and either representing the Debtor in those
actions or coordinating with outside counsel on behalf of the
Debtor; and
d. take all other necessary action incident to the proper
administration of this case.
Lansing Roy will be paid at these hourly rates:
Kevin B. Paysinger $325
William B. McDaniel $300
Paralegals $75
The Debtor paid a retainer fee of $21,717 to the Law Firm for
pre-petition and postpetition services and expenses in connection
with this case.
Lansing Roy will also be reimbursed for reasonable out-of-pocket
expenses incurred.
William B. McDaniel, partner of Lansing Roy, P.A., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Lansing Roy can be reached at:
William B. McDaniel, Esq.
LANSING ROY, P.A.
1710 Shadowood Lane, Suite 210
Jacksonville, FL 32207
Tel: (904) 391-0030
About Livingway Christian
Fellowship Church International
Livingway Christian Fellowship Church International is a tax-exempt
religious organization. It is the owner of fee simple title to a
church located at 6415 N. Pearl St., Jacksonville, Florida having a
current value of $680,000.
Livingway Christian Fellowship Church International, Inc. r filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 20-02816) on Sep. 25, 2020. The
petition was signed by Dr. Anthony Speight, president. The Debtor
estimated $848,853 in assets and $1,035,821 in liabilities. William
B. McDaniel, Esq. at LANSING ROY, PA, serves as the Debtor's
counsel.
MALLINCKRODT PLC: DVHCC Responds to Bankruptcy Filing
-----------------------------------------------------
In response to the pharmaceutical giant Mallinckrodt's bankruptcy
filing, Delaware Valley Health Care Coalition, Inc. (DVHCC)
President John Heenan said, "Its crucial for our members to have a
seat at the table for the bankruptcy proceedings."
The DVHCC is a non-profit voluntary association comprised of
multi-employer trust funds, governmental entities, labor unions,
schools and school districts in over fourteen states and the
District of Columbia.
Three of DVHCCs members have sued Mallinckrodt for their pricing
scheme of the drug H.P. Acthar Gel. The drug cost just $40 a vial
in 2001 and today costs $46,000 per vial.
H.P. Acthar Gel is a hormone used to treat conditions such as
multiple sclerosis. It can reduce the symptoms but it is not a cure
for these conditions.
Last week, Mallinckrodt filed for bankruptcy putting a stay on the
current lawsuits in an attempt to avoid liability for its pricing
scheme. Henry Donner, DVHCC Counsel said, "We are asking the
Bankruptcy Trustee to include a representative from our litigation
on the bankruptcy committee -- which will decide, among other
things, how unsecured creditors are paid."
Among the DVHCC members who have sued Mallinckrodt and are owed
hundreds of millions of dollars are the Steamfitters Local 420,
Operating Engineers Local 542 and Plumbers Local 322.
About Mallinckdrodt
Mallinckrodt -- http://www.mallinckrodt.com/-- is a global
business consisting of multiple wholly owned subsidiaries that
develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
As of March 27, 2020, the Company had $10.17 billion in total
assets, $8.27 billion in total liabilities, and $1.89 billion in
total shareholders' equity.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware in the U.S. (Bankr. D.
Del. Lead Case No. 20-12522) to seek approval of a restructuring
that would reduce total debt by $1.3 billion and resolve
opioid-related claims against the Company.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen
& Katz are serving as counsel to the Company, Guggenheim
Securities, LLC, is serving as investment banker and AlixPartners
LLP is serving as restructuring advisor to Mallinckrodt. Hogan
Lovells is serving as counsel with respect to the Acthar Gel
matter. Prime Clerk LLC is the claims agent.
MALLINCKRODT PLC: Rockford Seeks Rep on Bankruptcy Committee
------------------------------------------------------------
In 2015, two children of employees of the City of Rockford were
diagnosed with rare infant epilepsy disorders. The best treatment
of this life endangering condition is the drug H.P. Acthar Gel,
which cost just $40 a vial in 2001. By 2015, Mallinckrodt had
conspired with the pharmacy benefit manager Express Scripts to
inflate the price to more than $34,000 per vial. Mallinckrodt now
charges more than $46,000 per vial, an increase of more than
100,000% since 2001.
In April 2017, Rockford sued Mallinckrodt and Express Scripts for
antitrust violations. Rockford's lawsuit seeks to return more than
$10 billion to other cities, counties, and health plans who are
part of the City's lawsuit. Earlier this month, Mayor McNamara
provided a statement to the US House Oversight Committee assisting
its investigation of Mallinckrodt. The Oversight Committee's
42-page report found that without significant structural reforms
companies like Mallinckrodt will continue to raise prices on
critical lifesaving medications.
Mallinckrodt filed for bankruptcy putting a stay on the current
lawsuit in an attempt to avoid liability for its pricing scheme.
The City of Rockford is now encouraging the Bankruptcy Trustee to
include a representative from the City's class action lawsuit on
the bankruptcy committee -- which will decide, among other things,
how unsecured creditors are paid.
"We think it's imperative that the City of Rockford have a seat at
the table during the bankruptcy proceedings," says Mayor Tom
McNamara. "We have led this fight for the last three years, and we
will continue to do so until companies like Mallinckrodt stop
getting rich on the backs of taxpayers and at the peril of our
youngest citizens."
About Mallinckdrodt
Mallinckrodt -- http://www.mallinckrodt.com/-- is a global
business consisting of multiple wholly owned subsidiaries that
develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
As of March 27, 2020, the Company had $10.17 billion in total
assets, $8.27 billion in total liabilities, and $1.89 billion in
total shareholders' equity.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware in the U.S. (Bankr. D.
Del. Lead Case No. 20-12522) to seek approval of a restructuring
that would reduce total debt by $1.3 billion and resolve
opioid-related claims against the Company.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of
Sept. 25, 2020.
Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen
& Katz are serving as counsel to the Company, Guggenheim
Securities, LLC is serving as investment banker and AlixPartners
LLP is serving as restructuring advisor to Mallinckrodt. Hogan
Lovells is serving as counsel with respect to the Acthar Gel
matter. Prime Clerk LLC is the claims agent.
MARINER SEAFOOD: Committee Taps Casner & Edwards as Legal Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of Mariner Seafood,
LLC received approval from the U.S. Bankruptcy Court for the
District of Massachusetts to hire Casner & Edwards, LLP as its
legal counsel.
The firm's services are as follows:
a. advise and represent the committee with respect to
proposals and pleadings submitted by the Debtor and others to the
court;
b. advise and represent the committee with respect to any
proposed plan or plans of reorganization, proposed substantive
consolidations, and/or any proposed sales, leases, or uses of
estate property;
c. attend hearings, drafting pleadings and generally
advocating positions that further the interests of creditors;
d. conduct an examination of the Debtor's affairs and a review
of its operations;
e. advise the committee as to the progress of the case; and
f. perform such other professional services.
Casner & Edwards has agreed to bill the committee at a blended
hourly rate of $500 for services rendered by attorneys. The firm
will bill the committee an hourly rate of $175 for paralegal
services.
The attorneys presently designated to represent the committee in
the case include Michael J. Fencer, a partner whose regular hourly
rate is $550, Michael J. Goldberg, a partner whose regular hourly
rate is $555, A. Davis Whitesell, a partner whose regular hourly
rate is $475, and Hanna J. Ciechanowski, an associate whose regular
hourly rate is $285.
Michael Goldberg, Esq., 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:
Michael J. Goldberg, Esq.
Casner & Edwards, LLP
303 Congress Street
Boston, MA 02210
Telephone: (617) 426-5900
Facsimile: (617) 426-8810
Email: goldberg@casneredwards.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 has tapped Murphy & King, Professional Corporation as
its bankruptcy counsel, Salter McGowan Sylvia and Leonard, Inc. as
special counsel, and Tully & Holland, Inc. as investment banker.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Oct. 2, 2020. The committee is represented by Casner
& Edwards, LLP.
MARTIN MIDSTREAM: Robert Bondurant Appointed as President & CEO
---------------------------------------------------------------
Robert D. Bondurant has been appointed president and chief
executive officer of Martin Midstream Partners L.P. effective Jan.
1, 2021. The Partnership's founder, Ruben Martin has decided to
retire as president and chief executive officer of the Partnership
on Dec. 31, 2020, but will remain as Chairman of the Board of the
Partnership's general partner and will continue to be actively
involved in business development for the Partnership.
The Partnership was formed in 2002 by Martin Resource Management
Corporation, a privately-held company that was founded by R.S.
Martin, Ruben Martin's father. Mr. Martin has served as president,
chief executive officer and a member of the Board of Directors of
the Partnership's general partner since that time. Mr. Martin will
continue as president of MRMC, a position he has held since 1981.
Mr. Bondurant joined MRMC in 1983 and subsequently was appointed
executive vice president and chief financial officer of the
Partnership in June 2002. He became a member of its Board of
Directors in 2014.
Director Scott Massey said, "On behalf of the Board of Directors,
we want to thank Ruben for his leadership and direction through the
years. We wish him the best as he moves out of the day to day
management of the Partnership, and into retirement to focus on
family, community and charitable activities. The appointment of
Bob as his successor shows the support the Board has in Bob's
vision for the Partnership's future, the acknowledgement of his
contributions through the years and the confidence in his
leadership."
Additionally, the Partnership announced that Sharon Taylor has been
appointed as vice president and chief financial officer effective
Jan. 1, 2021. Ms. Taylor joined the Partnership in 2005 and most
recently served as its director of Finance and Head of Investor
Relations.
Officer Compensation
On Oct. 20, 2020, Martin Resource Management Corporation, the
Partnership's holder of the controlling voting interests in MMGP
Holdings LLC, the sole member the General Partner, entered into an
Employment Agreement with Mr. Bondurant that governs Mr.
Bondurant's employment as the chief executive officer of the
General Partner. The Employment Agreement has an initial term of
three years. Mr. Bondurant will receive an initial base annual
salary of $575,000 and will be eligible to participate in all
benefit programs maintained by the Partnership, including annual
bonus and long-term incentive programs. In the event of the
termination of Mr. Bondurant's employment at the direction of the
Board without Cause (as defined in the Employment Agreement), Mr.
Bondurant shall be entitled to receive (i) the amount of the
remaining base salary due through the end of the employment term,
and (ii) the amount equal to the product of (x) Mr. Bondurant's
most recent annual discretionary bonus awarded by the Board during
the employment term, if any, and (y) the number of full calendar
months remaining under the employment term at the time of
termination divided by twelve. The Termination Amount will be paid
in a single, lump-sum payment within 30 days after the date of
termination, subject to the certain requirements set forth in the
Employment Agreement.
In connection with Ms. Taylor's appointment as vice president and
chief financial officer, $165,000 of her annual base salary will be
allocated to the Partnership.
About Martin Midstream
Martin Midstream Partners L.P. is a publicly traded limited
partnership with a diverse set of operations focused primarily in
the United States Gulf Coast region. The Partnership's primary
business lines include: (1) terminalling, processing, storage, and
packaging services for petroleum products and by-products; (2) land
and marine transportation services for petroleum products and
by-products, chemicals, and specialty products; (3) sulfur and
sulfur-based products processing, manufacturing, marketing and
distribution; and (4) natural gas liquids marketing, distribution
and transportation services.
Martin Midstream reported a net loss of $175.0 million for the year
ended Dec. 31, 2019, compared to net income of $55.66 million for
the year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$617.0 million in total assets, $650.8 million in total
liabilities, and a total partners' deficit of $33.81 million.
* * *
As reported by the TCR on Aug. 17, 2020, Moody's Investors Service
upgraded Martin Midstream Partners L.P.'s Corporate Family Rating
to Caa1 from Caa3. "The upgrade of MMLP's ratings reflect the
extended debt maturity profile and improved liquidity," said
Jonathan Teitel, a Moody's analyst.
MARYLAND ECONOMIC: Moody's Cuts $15.8MM Series 2016 Bonds to Ba1
----------------------------------------------------------------
Moody's Investors Service downgraded to Ba1 from Baa3 the rating on
the outstanding $15,875,000 Maryland Economic Development
Corporation's (MEDCO) Student Housing Refunding Revenue Bonds
(University of Maryland, Baltimore County Project) Series 2016.
Moody's has also revised the rating outlook to negative. This
action concludes the review for possible downgrade initiated on
August 31, 2020.
RATINGS RATIONALE
This action reflects the project's current year reduced revenue
expectations as a result of COVID-related lower occupancy,
diminished reserve fund balances, and limited support from the
University of Maryland, Baltimore County (UMBC or the University)
and the University System of Maryland (Aa1/Stable). Based on the
recently revised FY 2021 budget and the project's current fund
balances, Moody's expects that there is an increased probability
that the project will tap the debt service reserve fund in 2021.
Fall 2020 occupancy of the project was 53.6% as of October 8, 2020,
and if this level were to continue through FYE 2021 (Moody's base
case scenario), occupancy would be below Moody's breakeven
occupancy for the project of approximately 81%. Due partly to
project payment of lease cancelation refunds for the COVID-related
project closure in Spring 2020, the project has limited liquidity
to cover any shortfall in net operating income available for debt
service.
Prior to the pandemic, the project's occupancy was close to 100%
with moderate Moody's adjusted debt service coverage of 1.19x in FY
2019. Once the health and safety issues related to the pandemic
have been positively resolved and the University shifts back to
predominantly in-person instruction, Moody's anticipates that
occupancy and related financial performance will likely recover.
Replenishment of reserve funds, including any possible draw on the
debt service reserve fund, will likely take several years due to
the aging project's capital needs and moderate pre-COVID
surpluses.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. The action reflects the impact of the crisis on the
student housing project and consequently the bonds.
RATING OUTLOOK
The negative outlook reflects the ongoing impact that the pandemic
has on project revenue due to lower COVID-related occupancy. Any
further decline in occupancy could result in an additional
reduction in revenue, further weakening the credit.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
- Strong and direct support from the University or the University
System of Maryland that materially increases liquidity and/or cash
flow available for debt service
- A return to full occupancy and replenishment of all reserves
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
- A significant tap to the debt service reserve fund that impairs
the long-term credit profile of the project
- Low occupancy continuing into the Fall 2021 semester
LEGAL SECURITY
The bonds are special limited obligations payable solely from the
revenues of the project and other funds held with the Trustee and
do not constitute obligations for the Issuer or the University.
PROFILE
Established in 1984, the Maryland Economic Development Corporation
enables the State of Maryland to develop property for economic
purposes which serve the public interest. The purpose of the
Corporation is to assist in the expansion, modernization, and
retention of existing Maryland business, and to attract new
business to the State. MEDCO's Student Housing Refunding Revenue
Bonds (UMBC Project) Series 2016 refunded bonds that financed a
578-bed student housing project on the campus of UMBC called the
Walker Avenue Apartments.
METHODOLOGY
The principal methodology used in this rating was Global Housing
Projects published in June 2017.
MCAFEE LLC: Fitch to Rate LongTerm IDR 'BB-(EXP)', Outlook Stable
-----------------------------------------------------------------
Fitch assigns a Long-Term (LT) Issuer Default Ratings (IDRs) of
'BB-' (EXP) with a Stable Outlook to McAfee, LLC and a rating of
'BB'/'RR2' (EXP) to the company's senior secured credit facility.
In arriving at the rating, Fitch considered the company's strong
profitability, with EBITDA margins in the mid-30% range, positive
FCF profile, a leading market position supported by positive brand
reputation, weaker leverage metrics relative to peers, and
tailwinds in the cybersecurity segment as IT security threats
become increasing complex. The expected ratings are contingent on
the company closing its planned October 2020 IPO, with the proceeds
being used to repay the outstanding $511 million on its second-lien
term loan.
Fitch regards the IPO positively as Fitch calculated gross leverage
is expected to decline meaningfully to 4.4x from 4.9x, pro forma
for the transaction. Fitch also believes that public ownership of
the company will encourage a more conservative financial policy
than private equity ownership, reducing a potential overhang on the
credit. Fitch recognizes the potential for shareholder returns in
the form of both dividends and share repurchases.
The Stable Outlook incorporates Fitch's view that the company
occupies a leading market position in the cybersecurity market and
continues to execute on its core growth strategy. Fitch expects the
company to maintain its leading market position, supported by high
brand awareness and a competitive product portfolio. Fitch believes
that McAfee's positive FCF profile will allow continued investment
in its core suite of products across the both Enterprise and
Consumer segments.
KEY RATING DRIVERS
Moderate Leverage Profile: Current leverage at McAfee, as measured
by total debt with equity credit-to-operating EBITDA, stands at
4.9x and pro forma for the October IPO transaction, leverage is
expected to decrease to 4.4x. Since being spun off from Intel, the
company has issued new debt to fund the LBO, acquisitions, and to
pay a dividend to sponsors. Fitch is projecting leverage to trend
downwards to 3.3x over the rating horizon, consistent with other
'BB'-rated corporations.
Secular Cyber-Security Tailwinds: McAfee's exposure to the IT
security industry is a positive for the company's credit profile.
McAfee expects continued growth in its Enterprise segment as
corporations invest in cloud-based technology, which will increase
the complexity of their security needs. Growth within McAfee's
consumer segment is expected to continue as McAfee's strong brand
awareness and suite of products positions the company to protect a
variety of devices in a consumers IoT ecosystem.
IT Security Threats Increasingly Complex: IT security threats have
evolved from PC-centric to mobile devices, networks and user
identities. The evolving threats enable a continuous stream of
niche solutions to develop, addressing threats beyond the
traditional PC-centric security to protect users, data and networks
at various levels of the internet. While some of these solutions
were developed by legacy cybersecurity providers, many were created
by suppliers with narrow expertise. McAfee has recently placed an
increased emphasis on providing security to mobile device in order
to align its product offerings to modern computing habits.
Fragmented Industry: The cybersecurity market is highly fragmented,
but only a limited number of providers have the scale, breadth of
offerings and technical capabilities to deliver a platform-based
security approach. A number of smaller providers provide security
services in an ad-hoc manner to businesses but lack the scale to be
a full-service provider. McAfee has the scale and breadth of
offering to be the sole security provider for many enterprises. The
fragmented market also provides a wealth of acquisition targets for
a competitor of McAfee's size.
Reliance of distributors: The Company relies on distributors for a
substantial proportion of its sales and the loss of a significant
relationship could substantially impact revenue. For the fiscal
year ended Dec. 28, 2019, the company had three distributors which
exceed 5% of revenues or accounts receivable. The largest
distributor relationships are with Ingram Micro Inc. (BBB-), Arrow
Electronics, Inc. (BBB-) and Tech Data Corporation (BB+), which
accounted for 15%, 7% and 6% of total revenue, respectively. Ingram
Micro Inc., Arrow Electronics, Inc. and Tech Data Corporation
account for 29%, 4% and 3% of accounts receivable respectively.
DERIVATION SUMMARY
The BB- (EXP) rating for McAfee is supported by consistently
positive FCF, adequate liquidity and pro forma gross leverage of
4.4x. Fitch expects the company to maintain EBITDA in the mid-30%
range, driven by high 40% margins in the Consumer Segment and
mid-20% margins in the Enterprise segment. The lower overall
margins at McAfee than pure play consumer cybersecurity
competitors, specifically NortonLifeLock, Inc. (BB+/Stable),
primarily reflect lower margins in the Enterprise segment, rather
than and underlying weakness in the McAfee's business. Relative to
technology peers Constellation Software (BBB+/Stable), Citrix
Systems (BBB/Stable) and Cadence Design Systems (BBB+/Stable),
McAfee has similar profitability but a weaker financial structure.
KEY ASSUMPTIONS
-- Mid-single digit revenue growth in 2020 driven by Consumer
segment as Enterprise segment experience headwinds related to the
coronavirus pandemic;
-- Revenue growth continues in low single digits through 2023;
-- EBITDA margins in mid-30% range, increasing to high-30% range
as the Enterprise segment continues to take share and benefits from
operating leverage, and Consumer segment margins are stable at
approximately 50%;
-- FCF margins in high teens to low-20% range over rating
horizon
-- $600 million equity issuance in 2020, with proceeds used to
pay down the $511 second-lien term loan, $65 million in fees and
$24 million to balance sheet
-- Shareholder returns of 20% of FCF annually;
-- No substantial acquisitions over rating horizon.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to a
positive rating action/upgrade:
-- Fitch's expectation of Gross Leverage as estimated by Total
Debt with Equity Credit/Operating EBITDA below 3.5x;
-- Mid-single-digits organic revenue growth implying stable
market position;
-- Sustained Fitch-defined EBITDA margins in the high 30% range.
Factors that could, individually or collectively, lead to a
negative rating action/downgrade:
-- Fitch's expectation of Gross Leverage as estimated by Total
Debt with Equity Credit/Operating EBITDA above 4.5x;
-- Sustained erosion of EBITDA and FCF margins;
-- Negative revenue growth implying weakening market position.
LIQUIDITY AND DEBT STRUCTURE
Solid Liquidity: As of June 27, 2020, liquidity at McAfee consisted
of approximately $257 million in cash and cash equivalents as well
as an undrawn $500 million revolving credit facility. Fitch expects
positive FCF in the mid-teens to low 20% range over the rating
horizon. Fitch believes the company has adequate liquidity to fund
continued growth throughout the rating horizon.
Maturity Profile: As of 2Q20, debt at the company consists of a
$500 million revolver due 2022 with no current borrowings, $3,009
million outstanding on a first-lien USD term loan due September
2024, $1,199 outstanding on a first-lien, EUR term loan due
September 2024, and a $511 million outstanding on a second-lien
term loan due September 2025. The Company expects to prepay the
entire amount outstanding on the second-lien term loan with the
proceeds of the October IPO. The Company also intends to extend the
maturity of the revolver to 2024, concurrent with the IPO.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch has made no material financial adjustments.
SOURCES OF INFORMATION
The principal sources of information used in the analysis are
described in the Applicable Criteria.
ESG CONSIDERATIONS
The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).
METAL PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Metal Products Company
300 Garfield Street
McMinnville, TN 37110
Business Description: Metal Products Company is in the business of
manufacturing architectural and structural
metals.
Chapter 11 Petition Date: October 23, 2020
Court: United States Bankruptcy Court
Middle District of Tennessee
Case No.: 20-04757
Judge: Hon. Charles M. Walker
Debtor's Counsel: Griffin S. Dunham, Esq.
DUNHAM HILDEBRAND, PLLC
2416 21st Ave S, Ste 303
Nashville, TN 37212
Tel: 615-933-5850
E-mail: griffin@dhnashville.com
Total Assets: $956,732
Total Liabilities: $2,938,737
The petition was signed by Arthur James Dyer, III, 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/AEWGVMA/Metal_Products_Company__tnmbke-20-04757__0001.0.pdf?mcid=tGE4TAMA
MIKE HONOVICH: Seeks to Hire Kiester Ciccone as Special Counsel
---------------------------------------------------------------
Mike Honovich Enterprises, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to hire Kiester
Ciccone Bollier, LLP now known as Bollier Ciccone, LLP as its
special counsel.
The firm will advise the Debtor on matters related to lien
perfection and collectability of accounts receivables as well as
any other items requiring specialized knowledge of construction
law.
The firm's professionals will be paid at hourly rates as follows:
Kirt H. Kiester $425
Anthony F. Ciccone $400
Leslie J. Bollier $400
Associate Attorneys $250 - $275
Legal Assistants/Paralegals $50 - $185
John Beliveau, Research attorney $225
Anthony Ciccone, Esq., a partner at Kiester Ciccone, 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:
Anthony F. Ciccone, Esq.
Kiester Ciccone Bollier, LLP
611 West 14th Street
Austin, TX 78701
Telephone: (512) 477-5796
Facsimile: (512) 477-5821
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 has tapped Barron & Newburger, P.C. as its legal counsel
and B2 Legal Management, LLC as its accountant. Eric Riffer of
FortyOne-Ten Collective, LLC is the Debtor's chief operating
officer.
MLAC CASTLE ATLANTA: Sets Bid Procedures for Atlanta Property
-------------------------------------------------------------
The MLAC Atlanta Castle, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Georgia to authorize the bidding
procedures in connection with the auction sale of the real estate
located at 87 15th Street NE, Atlanta, Georgia and related personal
property and fixtures.
In the current economic environment, the Debtor, its real estate
broker Jones Lang Lasalle Brokerage, Inc., and Heritage First Bank
believe the best way to maximize the value is to run a bid process.
Accordingly, the Parties propose to effectuate the sale of the
Property which constitutes all of the Debtor's assets.
Notwithstanding anything to the contrary in the Motion, the
Property will not include cash on hand, deposit accounts and all
deposits therein held by the Debtor, or accounts receivables it
held.
Heritage holds a first priority lien upon and security interest in
the Property. It estimates that, as of Dec. 6, 2020, the total
secured debt owed to it by the Debtor will be at least $2,757,909
(including all principal, interest, and late fees accrued through
such date, but excluding attorney's fees). Interest and attorneys'
fees and costs continue to accrue.
K.A.P. Castle Atlanta Miami, LLC asserts a second priority
statutory lien upon and security interest in the Property. Upon
information and belief, K.A.P asserts that, as of the Petition
Date, the total secured debt owed to it was at least $1,245,190.
Jack Green Group, LLC holds a third priority lien upon and security
interest in the Property. Upon information and belief, it asserts
that, as of the Petition Date, the total secured debt owed to it
was at least $770,817.
Investa Services asserts a priority statutory lien upon and
security interest in the Property for city and county property
taxes. Upon information and belief, Investa asserts that, as of
the date of the motion, the total secured debt owed to it was at
least $25,402.
The Debtor is also indebted to Fulton County, Georgia and the City
of Atlanta for property taxes in the amount of approximately
$35,340 for the 2020 calendar year.
The Debtor is aware of the following additional potentially
asserted claims, however, such would not attach to the Property:
the alleged interests of James T. Laura and Omar Alexander
Shunnarah as alleged members of the Debtor. The Debtor shows that
such alleged interests are in bona fide dispute.
The Debtor, in consultation with Heritage and JLL, has determined
that conducting an auction on the commercial auction planform Ten X
Commercial for the Sale of the Property pursuant to the Auction
Site's standard Bid Procedures is the best method for achieving the
highest sale price for the Property. The Parties propose to set
an auction between Dec. 7 to 16,2020. The Auction Site recommends
at least 45 days of marketing prior to the Auction, and thus, the
Debtor needs to start the marketing of the Property on the Auction
Site on Oct. 20, 2020.
Heritage reserves the right to credit bid on the Property.
Accordingly, the Debtor has included in the Bid Procedures a
minimum bid amount of $3 million for a bidder to satisfy the
requirements of a reserve under the Bidding Procedures. The
Parties believe that the proposed sale process pursuant to the Bid
Procedures offers the best opportunity for the Debtor to maximize
the value of the Property for the benefit of its estate following
reasonable and appropriate marketing efforts and, therefore, the
Debtor believes that implementation of the Proposed Sale Process is
in the best interests of the estate, and should be approved.
The sale will be "as-is," free and clear of any and all liens,
claims, encumbrances and other interests.
Finally, the Debtor asks the Court to waive any stay that would
otherwise be applicable to the immediate effectiveness of the Sale
Order pursuant to Bankruptcy Rules 6004(h) and 6006(d).
A hearing on the Motion is set for Oct. 20, 2020 at 10:30 a.m. Any
creditor or party in interest who asserts an objection will appear
at the hearing to advocate its objection.
About The MLAC Castle Atlanta
The MLAC Castle Atlanta, LLC filed a Chapter 11 petition (Bankr.
N.D. Ga. Case No. 19-68220) on Nov. 12, 2019. It is a single asset
real estate debtor as defined in 11 U.S.C. Section 101(51B). At
the time of the filing, the Debtor disclosed assets of between $1
million and $10 million and liabilities of the same range. The
petition was signed by Bryan Latham, manager. Judge James R. Sacca
oversees the case. The Law Office of Scott B. Riddle, LLC
represents the Debtor as legal counsel.
MONTMARTRE INC: Seeks to Hire CliftonLarsonAllen as Accountant
--------------------------------------------------------------
Montmartre Inc. seeks authority from the US Bankruptcy Court for
the Western District of Washington to hire Kirk Merrill, CPA of
CliftonLarsonAllen LLP, as its accountant.
CliftonLarsonAllen will render these services:
a) Tax consulting and planning;
b) Preparation of federal tax returns; and
c) Advise on general accounting issues, as needed.
Mr. Merrill's hourly billing rate is $385. The senior tax associate
assigned to this account is Ashlynn Hernandez, and her hourly
billing rate is $200.
Mr. Merrill assures the court that neither he nor the firm holds
any interest adverse to the estate.
The firm can be reached through:
Kirk B. Merrill, CPA
Cliftonlarsonallen LLP
10700 Northup Way Suite 200
Bellevue, WA 98004
Phone: 425-828-1557
About Montmartre Inc.
Montmartre Inc. sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-11872) on July
10, 2020, listing under $1 million in both assets and liabilities.
Larry B Feinstein, Esq. at LARRY B FEINSTEIN, PS represents
theDebtor as counsel.
MOREAUX TRANSPORTATION: Hires Gold Weems as Legal Counsel
---------------------------------------------------------
Moreaux Transportation Services, Inc. seeks authority from the
United States Bankruptcy Court for the Western District of
Louisiana to hire Gold, Weems, Bruser, Sues & Rundell, APLC, as its
attorneys.
Moreaux Transportation requires Gold Weems to give legal advice
with respect to Debtor's powers and duties as debtor-in-possession
in the continued operation of the Debtor's business and management
of the Debtor's property, and to perform all legal services for the
debtor-in-possession which may be necessary.
Gold Weems will be paid based upon its normal and usual hourly
billing rates.
Gold Weems received $15,000, which was deposited in counsel's trust
account. Immediately prior to filing, proposed counsel disbursed
$7,632 to Gold Weems for fees incurred prior to filing and
disbursed $1,717 in filing fees to the Clerk of the Bankruptcy
Court, with a remaining balance of $5,651 still in counsel's trust
account.
Gold Weems holds or represents an interest adverse to the Debtor
and all attorneys are "disinterested" persons under the Bankruptcy
Code.
The firm can be reached through:
Bradley L. Drell,Esq.
Heather M. Mathews, Esq.
GOLD, WEEMS, BRUSER, SUES & RUNDELL
P. O. Box 6118
Alexandria, LA 71307-6118
Tel: (318) 445-6471
Fax: (318) 445-6476
E-mail: bdrell@goldweems.com
About Moreaux Transportation Services, Inc.
Moreaux Transportation Services, Inc. is a trucking company in
Texas.
Moreaux Transportation Services, Inc. filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La.
Case No. 20-20384) on Sep. 21, 2020. At the time of filing, the
Debtor estimated $1 million to $10 million in both assets and
liabilties. Bradley L. Drell, Esq. at GOLD, WEEMS, BRUSER, SUES &
RUNDELL represents the Debtor as counsel.
MOREAUX TRANSPORTATION: Hires Stout Risius as Financial Advisor
---------------------------------------------------------------
Moreaux Transportation Services, Inc. seeks authority from the
United States Bankruptcy Court for the Western District of
Louisiana to hire Stout Risius Ross, LLC as its financial advisor.
Stout will provide these financial advisory services:
(a) assist with record keeping and preparation of financial
statements;
(b) review of financial information, including, but not
limited to, analyses of invoices, cash receipts, disbursements, and
financial statement items;
(c) prepare filings required by the Bankruptcy Court, the
Office of the United States Trustee, and the Subchapter V Trustee,
including, but not limited to, schedules of assets and liabilities,
statements of financial affairs and monthly operating reports;
(d) provide financial advisory services including the
preparation of a liquidation analysis, and a monthly analysis of
financial information (including analysis of significant changes
financially, operationally or otherwise);
(e) assist with preparation of the proposed business plan and
financial projections;
(f) assist in preparing and/or reviewing documents necessary
for confirmation;
(g) assist with claims resolution procedures, including, but
not limited to, analyses of creditors' claims by type and entity;
and
(h) provide such other FAS as may be required by additional
issues and developments not anticipated as of the petition date.
The firm's hourly rates are:
John Baumgartner (Managing Director) $425
Meggen Rhodes (Manager) $250
Ms. Rhodes will be the lead Stout professional on this
engagement.
Meggen Rhodes, managing director of Stout Risius, disclosed in a
court filing that his firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Meggen Rhodes
Stout Risius Ross, LLC
1000 Main Street, Suite 3200
Houston, TX 77002
Phone: 713-225-9580
Fax: 713-225-9588
Email: mrhodes@stout.com
About Moreaux Transportation Services, Inc.
Moreaux Transportation Services, Inc. is a trucking company in
Texas.
Moreaux Transportation Services, Inc. filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La.
Case No. 20-20384) on Sep. 21, 2020. At the time of filing, the
Debtor estimated $1 million to $10 million in both assets and
liabilties. Bradley L. Drell, Esq. at GOLD, WEEMS, BRUSER, SUES &
RUNDELL represents the Debtor as counsel.
MUSCLEPHARM CORP: Enters Into $3M Revolving Promissory Note with CE
-------------------------------------------------------------------
MusclePharm Corporation entered into a secured revolving promissory
note with Ryan Drexler, the chief executive officer, president and
chairman of the Board of Directors of the Company. Under the terms
of the Revolving Note, the Company can borrow up to $3,000,000.
The Revolving Note bears interest at the rate of 12% per annum.
The use of funds will be used for the purchase of whey protein and
other general corporate purposes.
Both the outstanding principal, if any, and all accrued interest
under the Revolving Note are due on March 31, 2021. The Company
may prepay the Revolving Note by giving Mr. Drexler one days'
advance written notice.
The Revolving Note contains customary events of default, including,
among others, the failure by the Company to make a payment of
principal or interest when due. Following an event of default, Mr.
Drexler is entitled to accelerate the entire indebtedness under the
Revolving Note. The Revolving Note also contains customary
restrictions on the ability of the Company to, among other things,
grant liens or incur indebtedness other than certain obligations
incurred in the ordinary course of business. The restrictions are
also subject to certain additional qualifications and carveouts, as
set forth in the Revolving Note. The Revolving Note is
subordinated to certain other indebtedness of the Company held by
Crossroads Financial Group, LLC.
Security Agreement
In connection with the Revolving Note, the Company and Mr. Drexler
entered into a fifth amended and restated security agreement dated
Oct. 15, 2020 pursuant to which the Revolving Note is secured by
all of the assets and properties of the Company and its
subsidiaries whether tangible or intangible.
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTCQB:MSLP) -- http://www.musclepharm.com/and
http://www.musclepharmcorp.com/-- develops, manufactures, markets
and distributes branded nutritional supplements. The Company
offers a broad range of performance powders, capsules, tablets and
gels that satisfy the needs of enthusiasts and professionals
alike.
MusclePharm reported a net loss of $18.93 million for the year
ended Dec. 31, 2019, compared to a net loss of $10.76 million for
the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$14.54 million in total assets, $42.49 million in total
liabilities, and a total stockholders' deficit of $27.95 million.
SingerLewak LLP, in Los Angeles, California, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated Aug. 24, 2020, citing that the Company has suffered recurring
losses from operations, accumulated deficit and its total
liabilities exceed its total assets. This raises substantial doubt
about the Company's ability to continue as a going concern.
NEWSTREAM HOTEL: Seeks to Hire Ferguson Braswell as Special Counsel
-------------------------------------------------------------------
Newstream Hotel Partners - IAH LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to hire Ferguson
Braswell Fraser Kubasta P.C. as its special counsel.
The firm will render the following services to the Debtor:
(a) provide legal advice with respect to the Debtor's pending
cases and litigation matters, in conjunction with Debtor's
bankruptcy counsel,
(b) prepare legal papers in connection with the Debtor's
litigation matters; and
(c) perform any and all other legal services for the Debtor.
Ferguson Braswell will charge for time at its normal billing rates
for attorneys and legal assistants and will request reimbursement
for its out-of-pocket expenses.
The firm does not represent any person in connection with any
matter adverse to the Debtor or their estate, according to a court
filing.
The firm can be reached through:
Carlisle A. Braun, Esq.
Dana M. Campbell, Esq.
Ferguson Braswell Fraser Kubasta P.C.
2500 Dallas Parkway, Suite 600
Plano, TX 75093
Telephone: (972) 378-9111
Facsimile: (972) 378-9115
Email: cbraun@fbfk.law
About Newstream Hotel Partners-IAH
Newstream Hotel Partner-IAH, LLC, is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)).
Newstream Hotel Partner-IAH sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Tex. Case No. 20-41064) on April
28, 2020. At the time of the filing, the Debtor was estimated to
have assets of between $1 million and $10 million and liabilities
of the same range.
Judge Brenda T. Rhoades oversees the case.
Pronske & Kathman, P.C., is the Debtor's legal counsel.
OLYMPIC RESTAURANTS: Seeks Court Approval to Hire Legal Counsel
---------------------------------------------------------------
Olympic Restaurants LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Ohio to hire Frederic Schwieg,
Esq., an attorney practicing in Rocky River, Ohio, as its legal
counsel.
The professional services Mr. Schwieg will render to the Debtor are
the following:
a. prepare pleadings and services incidental thereto and
conduct examinations or depositions of witnesses;
b. participate in negotiations for the sale of assets of the
estate; and
c. formulate a plan of reorganization and production of
related documents.
Mr. Schwieg currently charges $300 per hour, his normal billable
rate for such services.
Mr. Schwieg disclosed in court filings that he is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code.
Mr. Schwieg holds office at:
Frederic P. Schwieg, Esq.
Frederic P. Schwieg, Attorney at Law
19885 Detroit Rd. #239
Rocky River, OH 44116-3008
Telephone: (440) 499-4506
Email: fschwieg@schwieglaw.com
About Olympic Restaurants LLC
Olympic Restaurants LLC is a Greek restaurant based in Solon, Ohio,
which conducts business under the name Simply Greek.
Olympic Restaurants sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 20-14537) on Oct. 8,
2020. At the time of the filing, Debtor had estimated assets and
liabilities of less than $50,000.
Judge Arthur I. Harris oversees the case.
Frederic P. Schwieg Attorney at Law is Debtor's legal counsel.
ONEJET INC: FBI Probing CEO & Co-Founder of Defunct Airline
-----------------------------------------------------------
Law360 reports that the FBI is allegedly looking into the CEO and
co-founder of defunct airline OneJet, and a group of investors
suing him asked a Pittsburgh federal bankruptcy court Aug. 28,
2020, for permission to give agents their transcript of an
interview with him. According to a motion filed before U. S.
Bankruptcy Judge Gregory L. Taddonio, who is overseeing the former
boutique airline's Chapter 7 dissolution, agents contacted the
investors who had recently taken part in a Rule 2004 examination of
OneJet CEO and co-founder Matthew Maguire, seeking copies of the
transcript of that examination and any depositions he had given.
About OneJet
OneJet Inc. was a virtual airline that specialized in scheduled
point-to-point flights operated by small business jets and regional
aircraft. Flights were operated utilizing a public charter
arrangement.
OneJet was forced into involuntary Chapter 7 bankruptcy (Bankr.
W.D. Pa. Case No. 18-24070) by several investors in October 2018,
two months after it stopped flying. It later reported it had no
assets and $43 million in liabilities.
The Chapter 7 Trustee:
Rosemary C. Crawford
Crawford McDonald, LLC. P.O. Box 355
Allison Park, PA 15101
The Chapter 7 Trustee's counsel:
Kirk B. Burkley
Bernstein-Burkley, P.C.
Tel: 412-456-8108
E-mail: kburkley@bernsteinlaw.com
- and -
Rosemary C. Crawford
Crawford Mcdonald, Llc.
Tel: 724-443-4757
E-mail: crawfordmcdonald@aol.com
ONEWEB GLOBAL: Gets Green Light From FCC for 1,300 New Satellites
-----------------------------------------------------------------
Law360 reports that the Federal Communications Commission gave
satellite internet service OneWeb the go-ahead to offer broadband
services from nearly 1,300 new satellites in a Wednesday, August
26, 2020 order, saying the company's plan would boost competition
for the broadband services it proposed.
The order approved 1,280 OneWeb satellites to be deployed in a
swath of spectrum called the V-band, after the commission approved
720 satellites to operate in Ku and Ka spectrum bands in mid-2017.
According to the FCC's Wednesday order, the group of 720 satellites
will also be permitted to operate in the V-band.
About OneWeb Global Limited
Founded in 2012, OneWeb Global Limited is a global communications
company developing a low-Earth orbit satellite constellation system
and associated ground infrastructure, including terrestrial
gateways and end-user terminals, capable of delivering
communication services for use by consumers, businesses,
governmental entities, and institutions, including schools,
hospitals, and other end-users whether on the ground, in the air,
or at sea.
OneWeb's business consists of the development of the OneWeb System,
which has included the development of small-next generation
satellites that have been mass-produced through a joint venture and
the development of specialized connections between the satellite
system and the internet and other communications networks through
the SNPs. For more information, visit https://www.oneweb.world/
OneWeb Global Limited and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-22437) on March 27, 2020. At the time of the filing, Debtors
disclosed assets of between $1 billion and $10 billion and
liabilities of the same range.
Judge Robert D. Drain oversees the cases.
The Debtors tapped Milbank LLP as counsel; Guggenheim Securities,
LLC as investment banker; FTI Consulting, Inc. as financial
advisor; Grant Thornton LLP as tax consultant; and Dixon Hughes
Goodman LLP as tax consulting and compliance services provider.
Omni Agent Solutions is the claims, noticing and solicitation
agent.
ONEWEB GLOBAL: Third Amended Joint Plan Confirmed by Judge
----------------------------------------------------------
Judge Robert D. Drain has entered findings of fact, conclusions of
law and order approving the Disclosure Statement Supplement and
confirming Third Amended Joint Chapter 11 Plan of Reorganization of
OneWeb Global Limited and its Debtor Affiliates.
The Debtors have proposed the Plan in good faith and not by any
means forbidden by law. The Debtors' good faith is evident from the
record of these cases, the Disclosure Statement, as supplemented by
the Disclosure Statement Supplement, and the record of the Combined
Hearing and these chapter 11 cases generally.
The Plan and each of the documents included in the Plan Supplement
were negotiated at arm's length among the Debtors, the Plan
Sponsor, the Creditors' Committee, the other key constituencies,
and their respective advisors and represents months of intensive
discussions among the foregoing parties in interest; accordingly,
the Plan complies with section 1129(a)(3) of the Bankruptcy Code.
The Transaction contemplated by the Plan and the Plan Documents was
negotiated, proposed, and entered into, and is being undertaken by
the Debtors and the Plan Sponsor in good faith, without collusion,
and from arm's-length bargaining positions.
A full-text copy of the Plan Confirmation Order dated October 2,
2020, is available at https://tinyurl.com/y5mpzvq9 from
PacerMonitor.com at no charge.
Counsel to the Debtors:
Dennis F. Dunne, Esq.
Andrew M. Leblanc, Esq.
Tyson M. Lomazow, Esq.
Lauren C. Doyle, Esq.
Brian Kinney, Esq.
MILBANK LLP
55 Hudson Yards
New York, NY 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
E-mail: ddunne@milbank.com
aleblanc@milbank.com
tlomazow@milbank.com
ldoyle@milbank.com
bkinney@milbank.com
About OneWeb Global Limited
Founded in 2012, OneWeb Global Limited is a global communications
company developing a low-Earth orbit satellite constellation system
and associated ground infrastructure, including terrestrial
gateways and end-user terminals, capable of delivering
communication services for use by consumers, businesses,
governmental entities, and institutions, including schools,
hospitals, and other end-users whether on the ground, in the air,
or at sea.
OneWeb's business consists of the development of the OneWeb System,
which has included the development of small-next generation
satellites that have been mass-produced through a joint venture and
the development of specialized connections between the satellite
system and the internet and other communications networks through
the SNPs. For more information, visit https://www.oneweb.world/
OneWeb Global Limited and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-22437) on March 27, 2020. The petitions were signed by Thomas
Whayne, chief financial officer. At the time of the filing, Debtors
disclosed assets of between $1 billion and $10 billion and
liabilities of the same range.
Judge Robert D. Drain oversees the cases.
The Debtors have tapped Milbank LLP as counsel, Guggenheim
Securities, LLC as investment banker, FTI Consulting, Inc. as
financial advisor, Grant Thornton LLP as tax consultant, and Omni
Agent Solutions as claims, noticing and solicitation agent. Dixon
Hughes Goodman LLP provides tax consulting and compliance services.
ONEWEB GLOBAL: Unsecureds to Recover 7.6% to 9.1% in Plan
---------------------------------------------------------
OneWeb Global Limited, et al. submitted a Disclosure Statement
relating to the First Amended Joint Chapter 11 Plan of
Reorganization.
The Debtors' sale process culminated in the selection of BidCo 100
Limited, a private limited company organized under English Law
("BidCo" or "Plan Sponsor"), as the successful bidder pursuant to
the Bidding Procedures, and entry into, and Bankruptcy Court
approval of the Plan Support Agreement, dated as of July 1, 2020,
among Company Parties and BidCo.
On July 2, 2020, BidCo's bid was submitted to OWG's Board of
Directors for consideration. Of the seven Board members, each of
SoftBank, Airbus, Grupo Salinas, and Qualcomm have one designee.
The other three Board members are: an independent member with no
other affiliation to the Debtors or the holders of Secured Notes
Claims, the Debtors' CEO, and the founder of OneWeb, who also has
no affiliation with the holders of Secured Notes Claims but is a
current equity holder. The Board unanimously voted to approve
BidCo's bid, subject to obtaining certain modifications to be
negotiated by the Debtors, with the assistance of their advisors,
as the baseline bid. Among the Board members who voted to approve
the bid were the unaffiliated independent director and the
designees of two significant unsecured creditors—Qualcomm
(directly) and Airbus (indirectly through its ownership interests
in the AOS joint venture and its significant ownership interest in
Arianespace). In approving BidCo's bid, including the Plan Term
Sheet, each member of the Board exercised its duties under
applicable law, having determined that BidCo's bid preserved the
going concern value of the Debtors' business, avoided imminent
liquidation, and was the highest and otherwise best bid available.
The Board's decision was further supported, as described below, by
the Committee, which recognized that BidCo's bid was the highest
and best bid. and conceded that there were no issues with the sale
process, stating as follows in a filing with the Bankruptcy Court:
The Committee fully supports a going concern sale of the Debtors'
business, and it agrees that the selection of BidCo as the proposed
buyer in accordance with the sale process is a positive development
and a critical first step towards a confirmable chapter 11 plan and
a successful reorganization. The Committee is also not
second-guessing the sale process run by the Debtors or the purchase
price to be paid by BidCo.
None of the other bids received were Qualified Bids, and no other
interested party indicated to the Debtors that it would submit a
Qualified Bid competitive with BidCo's bid. BidCo agreed to
requested modifications, negotiated solely by the Debtors, with the
assistance of their advisors, and in consultation with the
Consultation Parties (including the Committee), notified BidCo that
the Debtors intended to designate BidCo's bid as the highest and
otherwise best bid. The Debtors, in consultation with the
Consultation Parties, then cancelled the auction and BidCo was
declared the successful bidder.
The Terms of Bidco's Bid:
1. Acquisition of All Assets Including Retained Causes of Action
& Avoidance Actions
The Plan Support Agreement and the Plan Term Sheet expressly
state that BidCo's offer is for the acquisition of the New Equity
Interests and includes "all the assets, properties and rights used
or held for use by the Debtor entity that will act as the
Reorganized Company Party (in accordance with the terms [of the
Plan Support Agreement and the Plan Term Sheet]) and its
subsidiaries and affiliated entities in the operation and conduct
of the Business as a going concern in connection with the Chapter
11 Cases through the Transactions. All assets necessary for the
operation of the Debtors' business as a going concern, among other
things, include all Causes of Action, including all Avoidance
Actions, except those released pursuant to the Plan.
Notwithstanding assertions by the Committee to the contrary, it
is standard for a purchaser of a going concern business, including
a reorganizing business, to retain all of its causes of action
regardless of whether the purchaser is an existing creditor. In any
event, this is not a case where a buyer cherry-picks assets to
operate as part of a different business and looks to acquire causes
of action unrelated to the existing business. To the contrary,
because the Debtors' business is being acquired as a going concern,
it is unremarkable that the Plan Sponsor seeks to acquire all
rights associated therewith, including the ability to decide which
Claims to pursue and which Claims to release. To do otherwise would
require the Plan Sponsor to relinquish its ability to make critical
go forward business decisions, and/or subject the reorganized
business to unquantifiable risks to disruption of its business
because its vendors, customers, debt and equity sources and
counterparties are being subjected to litigation in the name of
their business. The acquisition of the Retained Causes of Action
ensures that the Debtors' new owners will have the ability to
continue to negotiate with existing or former vendors, suppliers,
and contract counterparties, without the overhang of the threat of
litigation (not controlled by the new owners) that could disrupt
operations and management of the business. It is a requirement of
the Plan Term Sheet.
Moreover, while the Debtors have not conducted an independent
review of potential Causes of Action and Avoidance Actions, the
Debtors are not aware of any valuable Causes of Action or Avoidance
Actions that are being retained by the Reorganized Debtors.
Notably, the Debtors believe that any potential preference claims
under section 547 of the Bankruptcy Code are likely subject to
applicable defenses, including "contemporaneous exchange for
value", "new value", or are for payments tied to contracts that
will be assumed, and therefore the cost of litigation would far
exceed the recoverable value. Even
so, the Bankruptcy Court approved BidCo's bid as the highest and
otherwise best and only available option for the Debtors, and the
terms of the BidCo bid require the Reorganized Debtors to maintain
the Retained Causes of Action.
2. Cash Consideration and BidCo Equity Consideration
In exchange for the acquisition of the New Equity Interests,
BidCo agreed to provide, among other things, (i) on or before the
Effective Date, $150 million cash payment to satisfy Allowed DIP
Claims (other than the Interim Funding DIP Claims) and such other
claims that were required to be paid in cash under the Plan; and
(ii) on or following the Effective Date, the Additional Cash Plan
Funding. In addition, BidCo committed to (i) provide additional DIP
financing in the amount of $110 million to fund the Debtors'
chapter 11 cases through the Effective Date and (ii) provide for
payment of all Allowed Cure Claims. The Plan Support Agreement and
Plan Term Sheet also provides for the issuance of the BidCo Equity
Consideration pro rata for the holders of Allowed Secured Notes
Claims.
These key financial terms of the Plan Support Agreement and the
Plan Term Sheet comprise the terms of BidCo's successful bid. These
terms have been in every iteration of the Plan Support Agreement
and the Plan Term Sheet delivered by BidCo to the Debtors, as well
as the Committee as a Consultation Party under the Bidding
Procedures. BidCo is a private joint venture between HMG and
Bharti, established by them for the purpose of acquiring 100% of
the equity interests of the Reorganized Company Party in consortium
with each other, together with any other selected additional
commercial partners that HMG and Bharti may invite to join that
consortium. As with any private consortium, HMG and Bharti will
take care in the selection of any third parties that they invite to
become consortium partners with them. In addition, HMG, as a
sovereign entity, has additional considerations and approval
procedures in relation to the identity and ultimate ownership of
any third party with which it enters a commercial partnership. For
the same reasons, HMG and Bharti will limit the transferability of
both the legal and beneficial ownership of the equity in BidCo.
Because of these concerns, in deciding to offer the BidCo Equity
Consideration as part of the Plan, consideration was given by HMG
and Bharti to the identity of those third parties who would receive
such consideration. HMG and Bharti had identified and approved as
acceptable shareholders in BidCo the holders of Allowed Secured
Notes Claims to whom it is proposed the BidCo Equity Consideration
will be issued. HMG and Bharti have not undertaken, and do not
believe it is appropriate or reasonable to expect them to
undertake, this exercise in respect of the much larger pool of
holders of General Unsecured Claims. BidCo, as the Plan Sponsor and
DIP Lender and the party funding payment of administrative expenses
of these cases, has every incentive and right to seek to reduce,
not increase, the cost of administering these cases.
In addition to any considerations that HMG and Bharti may have over
the identity of those third parties unknown to them, HMG and Bharti
would also have concerns about any increase in the number of
shareholders in BidCo given the private company nature of BidCo and
its governance. HMG and Bharti would also be concerned about any
proposed arrangement where a single trustee acts as shareholder for
all of the New Equity Interests, given that similar concerns would
arise in relation the identity and number of underlying
beneficiaries, and where in addition HMG and Bharti would have less
visibility into those underlying beneficiaries and less ability to
control any transfer or other dealings in BidCo equity.
The Debtors, through their advisors, requested that the BidCo
Equity Consideration, like the Cash Consideration, be made
available to the Estate generally. However, the Plan Sponsor would
not agree.
Contrary to the Committee's assertions, in the Debtors' view, the
Bankruptcy Court has been clear that BidCo would (1) have a
reasonable basis for terminating the Plan Support Agreement if the
BidCo Equity Consideration was required to be distributed to any
party other than the holders of Secured Notes Claims (see Tr. of
July 10, 2020, Hearing to Approve Plan Support Agreement and DIP
Amendment at 67:7-13 ("[T]he point you made about the equity, to
me, I understand completely. That would be, certainly, a [case]
where consent would be reasonably withheld, if it affects your very
ability to do the transaction, get regulatory approval, et
cetera.")) and (2) that any challenge brought by the Committee to
recharacterize or equitably subordinate the Secured Notes Claims in
a manner that could trigger termination rights under the Plan
Support Agreement and jeopardize the sale should not be a risk that
should be allowed to exist. See Tr. of July 28,
2020 hearing at 111:1-20 ("I believe the committee should not be
permitted to [] pursue litigation that would, by its plain terms,
cause a breach of the purchase agreement if the committee succeeded
[in its recharacterization and equitable subordination claims] and
the order would have to be drafted to preclude that relief and the
pursuit of that relief from taking place, which in all likelihood
would mean that the remedies that the committee would see would be
limited to the other aspect of the consideration provided by
BidCo,
which is ninety million dollars.") (emphasis added). And, again,
BidCo's successful bid was determined to be the highest and best
available to the Debtors.
Contrary to the Committee's assertions, these are critical
components to the Plan Support Agreement and Plan Term Sheet, which
are further clarified in Sections IV and IX of the Plan.
Objections
On July 6, 2020, the Debtors filed a motion seeking authority to
enter into the Plan Support Agreement [Docket No. 369] (the "PSA
Motion") and a motion seeking authority to amend the existing DIP
Facility [Docket No. 370] (the "DIP Amendment Motion"). The
Committee filed its PSA Objection (which included an objection to
the Interim Funding) on July 9, 2020.
Principally, the PSA Objection raised concerns with: (1) the Plan
Support Agreement's allocation of the purchase price; (2) the
proposed releases; (3) a $5.5 million exit fee, up to $25 million
in expense reimbursements, and automatic acceleration of the
Interim Funding if the Plan Support Agreement is terminated; and
(4) the Plan Sponsor's right to determine the treatment of General
Unsecured Claims under the Plan. See PSA Objection at ¶¶ 1, 2, 8,
10. The Debtors, Plan Sponsor, DIP Secured Parties, and the
Committee were able to resolve many of these issues consensually,
and their agreement was memorialized in the Plan Support Agreement
Order and DIP Amendment Order.
As described above, the Committee stated in the PSA Objection that
it "fully supports a going concern sale of the Debtors' business,
and that it agrees that the selection of BidCo as the proposed
buyer in accordance with the sale process is a positive development
and a critical first step towards a confirmable chapter 11 plan and
a successful reorganization." PSA Objection at ¶ 1; see also, id.
at ¶¶ 9, 16 (the Committee "has no objection to the Debtors
selecting BidCo as the Successful Bidder"). The Committee also made
clear that it was not second-guessing the sale process run by the
Debtors or the purchase price to be paid by BidCo. Id.
However, the Debtors, the Plan Sponsor, and the Committee were
unable to resolve their disputes over the proposed releases and the
allocation of the BidCo Equity Consideration in advance of the
hearing on July 10, 2020. The Bankruptcy Court acknowledged on the
record of that hearing that it would not be unreasonable for the
Plan Sponsor to decline to modify its obligations under the Plan
Support Agreement and Plan Term Sheet to allow the BidCo Equity
Consideration to be made available to the Estate generally and not
just to the holders of the Allowed Secured Notes Claims, as agreed
to by the Debtors in the Plan Support Agreement and Plan Term
Sheet. See Tr. of July 10, 2020, Plan Support Agreement and DIP
Amendment hearing at 67:7-13 ("[T]he point you made about the
equity, to me, I understand completely. That would be, certainly, a
[case] where consent would be reasonably withheld, if it affects
your very ability to do the transaction, get regulatory approval,
et cetera.").
The Bankruptcy Court entered the Plan Support Agreement Order and
DIP Amendment Order, as modified, on July 13, 2020 [Docket No. 400]
and July 10, 2020 [Docket No. 398], respectively.
Treatment of Claims and Interests
Class 1 Secured Notes Claims. The projected amount of claims is
$1.639 billion and projected recovery is 5.92%. On the Effective
Date or as soon as practicable thereafter, except to the extent
that a holder of an Allowed Secured Notes Claim, and the Debtors,
with the consent of the Plan Sponsor, agree to a less favorable
treatment, each such holder, in full and final satisfaction,
settlement, release and discharge of each Allowed Secured Notes
Claim, shall receive its pro rata share of the BidCo Equity
Consideration for Allowed Secured Notes Claims, and that portion of
the Allowed Secured Notes Claims not satisfied with the pro rata
portion of the BidCo Equity Consideration will be considered as
uncollectible accounts, and the obligations of the Debtors
thereunder or in any way related thereto will be deemed
extinguished and cancelled in full.
Class 4 General Unsecured Claims. The projected amount of claims is
$66.00 million to $79.00 million and projected recovery is 7.6% to
9.1%.
Class 5 Ongoing Trade Claims. The projected amount of claims is
$0.72 million to $0.82 million and projected recovery is 50.3% to
57.8%. If Class 5 votes to accept the Plan, each holder of an
Allowed Ongoing Trade Claim shall receive its pro rata share of
both the General Unsecured Claims Settlement Distribution and the
Ongoing Trade Claims Recovery Pool. If Class 5 votes to reject the
Plan, each holder of an Allowed Claim in Class 5 shall receive its
pro rata share of the General Unsecured Claims Settlement
Distribution. Each holder of an Allowed Ongoing Trade Claim that
votes to accept the Plan shall also receive an Avoidance Action
Release.
Class 9 OneWeb Interests. The projected recovery is 0.0%.
A full-text copy of the Disclosure Statement dated Aug. 26, 2020,
is available at https://tinyurl.com/yycj3afk from PacerMonitor.com
at no charge.
Counsel to the Debtors:
Dennis F. Dunne, Esq.
Andrew M. Leblanc, Esq.
Tyson M. Lomazow, Esq.
Lauren C. Doyle, Esq.
MILBANK LLP
55 Hudson Yards
New York, New York 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
About OneWeb Global Limited
Founded in 2012, OneWeb Global Limited is a global communications
company developing a low-Earth orbit satellite constellation system
and associated ground infrastructure, including terrestrial
gateways and end-user terminals, capable of delivering
communication services for use by consumers, businesses,
governmental entities, and institutions, including schools,
hospitals, and other end-users whether on the ground, in the air,
or at sea.
OneWeb's business consists of the development of the OneWeb System,
which has included the development of small-next generation
satellites that have been mass-produced through a joint venture and
the development of specialized connections between the satellite
system and the internet and other communications networks through
the SNPs. For more information, visit https://www.oneweb.world/
OneWeb Global Limited and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-22437) on March 27, 2020. At the time of the filing, Debtors
disclosed assets of between $1 billion and $10 billion and
liabilities of the same range.
Judge Robert D. Drain oversees the cases.
The Debtors tapped Milbank LLP as counsel; Guggenheim Securities,
LLC as investment banker; FTI Consulting, Inc. as financial
advisor; Grant Thornton LLP as tax consultant; and Dixon Hughes
Goodman LLP as tax consulting and compliance services provider.
Omni Agent Solutions is the claims, noticing and solicitation
agent.
PACIFICO NATIONAL: Seeks to Hire Lawley & Associates as Accountant
------------------------------------------------------------------
Pacifico National, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Lawley &
Associates, CPAs, as its accountant.
The accounting firm will prepare and file the Debtor's 2019 federal
income tax return.
Michael S. Lawley, of Lawley & Associates, disclosed in court
filings that the firm does not represent any person in connection
with any matter adverse to the Debtor or their estate.
The firm can be reached through:
Michael S. Lawley
LAWLEY & ASSOCIATES, CPAS
1735 W. Hibiscus Blvd., Suite 200
Melbourne, FL 32901
Telephone: (321) 728-1040
About Pacifico National
Pacifico National, Inc., which conducts business under the name
AmEx Pharmacy, is a nationwide compounding pharmacy specializing in
dermatology and the development of topical therapies. It services
patients in 38 states throughout the United States. Visit
https://amexpharmacy.com for more information.
Pacifico National filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-05009) on Sept. 3, 2020. Pacifico National President Mark L.
Sangree signed the petition.
At the time of the filing, Debtor disclosed $363,794 in assets and
$6,583,984 in liabilities.
Debtor is represented by Thomas H Yardley Law Offices.
PARK AVENUE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Park Avenue Leather Goods LLC
T. Anthony, LLC
107 East 57th Street
New York, NY 10022
Business Description: Park Avenue Leather Goods LLC dba T. Anthony
-- https://tanthony.com -- is a luxury goods
company established in New York in 1946 that
specializes in luggage and leather goods.
Chapter 11 Petition Date: October 22, 2020
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 20-12495
Debtor's Counsel: Scott Bernstein, Esq.
SKOLNICK LEGAL GROUP, P.C.
103 Eisenhower Pkwy, Suite #305
Roseland, NJ 07068
Tel: (973) 403-0100 ext. 3
Email: scott@skolnicklegalgroup.com
Total Assets: $1,378,925
Total Liabilities: $3,426,217
The petition was signed by Steven M. Cherniak, chief operating
officer.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
https://www.pacermonitor.com/view/MIHVORQ/Park_Avenue_Leather_Goods_LLC__nysbke-20-12495__0003.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/RUAQ5NY/Park_Avenue_Leather_Goods_LLC__nysbke-20-12495__0001.0.pdf?mcid=tGE4TAMA
PARSLEY ENERGY: Moody's Reviews Ba2 CFR for Upgrade
---------------------------------------------------
Moody's Investors Service placed Parsley Energy LLC's Ba2 Corporate
Family Rating and its Ba3 senior unsecured rating on review for
upgrade.
The review of Parsley's ratings follows Pioneer Natural Resources
Company's (Pioneer, Baa2 stable) announcement [1] that it will
merge with Parsley in an all-stock transaction. Pioneer will issue
0.1252 shares for each share of Parsley, valuing the Parsley equity
at $4.5 billion and the enterprise (including debt) at $7.6
billion. The acquisition, which is subject to regulatory reviews
and shareholder approvals for both Parsley and Pioneer, is expected
to close in the first quarter 2021.
"The potential ownership by Pioneer is a positive for Parsley's
bondholders, given Pioneer's stronger credit profile," stated John
Thieroff, Moody's Vice President - Senior Analyst. "Parsley will
solidify Pioneer's position as a leading independent in the Permian
basin and enhance its already sizeable inventory of high-quality
acreage, while also giving Pioneer greater operational flexibility
via Parsley's large Delaware position."
On Review for Upgrade:
Issuer: Parsley Energy LLC
Probability of Default Rating, Placed on Review for Upgrade,
currently Ba2-PD
Corporate Family Rating, Placed on Review for Upgrade, currently
Ba2
Senior Unsecured Notes, Placed on Review for Upgrade, currently Ba3
(LGD4)
Issuer: Jagged Peak Energy LLC
Senior Unsecured Notes, Placed on Review for Upgrade, currently Ba3
(LGD4)
Outlook Actions:
Issuer: Parsley Energy LLC
Outlook, Changed to Rating Under Review from Stable
Issuer: Jagged Peak Energy LLC
Outlook, Changed to Rating Under Review from Stable
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Parsley's ratings were placed on review for upgrade based on their
potential ownership by Pioneer which has a stronger credit profile
and greater financial resources. If Parsley's notes remain
outstanding and are guaranteed by Pioneer then the ratings on the
notes would be upgraded to Pioneer's rating level. If Parsley were
to be an unguaranteed subsidiary of Pioneer post-acquisition and
continue to provide separate audited financial statements going
forward, then its ratings would likely be upgraded based on
anticipated parental support.
Austin, TX-based Parsley Energy LLC is an oil and gas exploration
and production company with operations in the Midland and Delaware
Basins in west Texas.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
PENNSYLVANIA REAL ESTATE: May Still Face Bankruptcy
---------------------------------------------------
Anthony Bellano of Patch reports that the Pennsylvania Real Estate
Investment Trust (PREIT) has reached a deal with 80 percent of its
lenders, but may still face bankruptcy.
The owner of the Cherry Hill Mall said on Thursday that it has
reached an agreement with 80 percent of its bank lenders for an
additional $150 million to support its continuing operations.
But the Pennsylvania Real Estate Investment Trust (PREIT) also said
that if it can't reach an agreement with the remaining 20 percent
of its lenders, it may have to file for Chapter 11 bankruptcy.
"Long before the COVID-19 pandemic hit, we began taking meaningful
actions to enhance the financial and operational health of the
business," PREIT CEO Joseph F. Coradino said. "These steps have
included proactive asset sales, anchor repositioning and
redevelopment to significantly minimize our exposure to
underperforming assets, as well as, diversifying our tenant base to
provide mass-market offerings appealing to shoppers while
simultaneously improving the Company's underlying tenant credit
profile. The next phase in our evolution is continuing on the path
we have charted to create diverse multi-use ecosystems at our
properties marked by a healthy mix of multifamily housing,
healthcare services, fulfillment centers, and other uses alongside
our robust retail, dining and entertainment lineups. We appreciate
the support of our bank lending group, and their collective
confidence in our portfolio and the progress we are making in
positioning PREIT for long-term success. This agreement provides us
with the liquidity to compete effectively, meet our obligations,
and continue providing our tenants, customers and communities with
the high-quality shopping experience they expect at our
properties."
About Pennsylvania Real Estate Investment Trust
Headquartered in Philadelphia, Pennsylvania, Pennsylvania Real
Estate Investment Trust is a self-administered real estate
investment trust involved in acquiring, managing, and holding real
estate interests for current yield and long-term appreciation.
PHARMAGREEN BIOTECH: Out of Chapter 11; Business to Move Forward
----------------------------------------------------------------
Pharmagreen Biotech announced Oct. 19, 2020 that it is no longer
under chapter 11 proceedings of the U.S. Bankruptcy Code. On August
11, 2020, the Company voluntarily filed for petitions for relief
under chapter 11. On October 09, 2020, a stay order was lifted by
a United States District Judge of the United States District Court
for the Southern District of New York, on an action filed by EMA
Financial LLC. The company does not plan to appeal this ruling.
This effectively removed the company from its Chapter 11 bankruptcy
proceedings and protection.
"Now, that the Company is out of Chapter 11 proceedings, we are
committed to moving forward with the development of our business as
planned," concluded Peter Wojcik, CEO of Pharmagreen.
About Pharmagreen Biotech
Pharmagreen Biotech (OTC PINKS: PHBI) -- http://www.pharmagreen.ca/
-- is a company specializing in the development of tissue cultured
starter plantlets for the hemp industry. Pharmagreen's mission is
to advance the technology of tissue culture science and to provide
the highest quality 100% germ free, disease free and all
genetically the same hemp plantlets with high Cannabinoids content
and with less than 0.3% THC and other flora while offering full
spectrum DNA testing for plant identification, live genetics
preservation using low temperature storage for various plant
species.
WFS Pharmagreen Inc. is a wholly owned Canadian based subsidiary of
Pharmagreen Biotech. WFS Pharmagreen Inc. is a tissue culture
company that produces hemp plantlets through a proprietary tissue
culture process.
Pharmagreen Biotech, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D. Nev. Case No. 20-13886) on Aug. 7, 2020, disclosing
under $1 million in both assets and liabilities. The Debtor hired
Thomas E. Crowe, Professional Law Corporation, as counsel. The
Debtor tapped Andrew N. Rana as accountant.
PNEUMA INTERNATIONAL: Taps Fuller Law as Legal Counsel
------------------------------------------------------
Pneuma International, Inc. received approval from the U.S.
Bankruptcy Court for the Northern District of California to hire
The Fuller Law Firm, P.C. as its legal counsel.
The firm will render the following services to the Debtor:
(a) advise the Debtor with respect to its powers and duties;
(b) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(c) take all necessary action to protect and preserve the
Debtor's estate;
(d) prepare legal papers necessary to the administration of
the estate and to review but not to prepare the monthly operating
reports required to be filed in the case;
(e) negotiate and prepare on the Debtor's behalf a plan for
reorganization and all related agreements or documents;
(f) advise the Debtor in connection with the possible sale or
any possible refinance of its assets;
(g) appear before the court; and
(h) perform all other necessary legal services.
The firm will be compensated at the following hourly rates:
Lars T. Fuller $505
Saman Taherian $485
Joyce Lau $395
Lars Fuller, Esq., a founding partner at Fuller Law, disclosed in
court filings that the firm and its attorneys are "disinterested
persons" as that term is defined by Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Lars T. Fuller, Esq.
Sam Taherian, Esq.
Joyce K. Lau, Esq.
The Fuller Law Firm, P.C.
60 No. Keeble Ave.
San Jose, CA 95126
Telephone: (408) 295-5595
Facsimile: (408) 295-9852
About Pneuma International
Based in Haywaes, Calif., Pneuma International, Inc. is in the
business of distribution of eco-friendly paper products, such as
cups, spoons, forks, plates, bowls, napkins, etc.
Pneuma International sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-41618) on Oct. 6,
2020. The petition was signed by Mikahel K. Chang, the company's
director.
At the time of the filing, Debtor had total assets of $192,620 and
total liabilities $1,052,655.
Judge Charles Novack oversees the case. The Fuller Law Firm, PC is
Debtor's legal counsel.
POET TECHNOLOGIES: Signs Definitive Agreement to Form Joint Venture
-------------------------------------------------------------------
POET Technologies Inc. and Xiamen Sanan Integrated Circuit Co.
Ltd., a wholly owned subsidiary of Sanan Optoelectronics Co., Ltd.,
have signed a definitive joint venture contract and have applied
for the registration of Super Photonics Xiamen Co., Ltd. to offer a
new generation of cost-effective, high-performance optical engines
to transceiver module manufacturers, systems suppliers, data center
operators and network providers globally.
POET and Sanan IC are forming Super Photonics with the signing of
the definitive joint venture agreements and the registration of the
company in Xiamen, PRC. The venture has been capitalized with a
commitment of cash and manufacturing know-how from Sanan IC and
intellectual property and design know-how from POET. Super
Photonics will assemble, test, package and sell optical engines, a
primary component of optical transceivers that transmit data
between switches and servers in data centers and between data
centers and metro areas. Modular pluggable transceivers represent
a major portion of the capital spending for equipment by companies
such as Google, Alibaba, Facebook, Tencent and others engaged in
building hyperscale data centers.
"Sanan IC is dedicating significant capital and management talent
to this new joint venture," said Raymond Cai, chief executive
officer of Sanan IC. "We strongly believe that by combining Sanan
IC's manufacturing capabilities and devices with POET's advanced
optical engine designs, Super Photonics will be able to offer
highly attractive solutions to the data communications and
telecommunications markets."
"Super Photonics is both the culmination of a long path for POET
and the beginning of a new phase in our growth and development as a
company," said Dr. Suresh Venkatesan, chairman and chief executive
officer of POET Technologies, Inc. "We cannot overstate the
importance of this moment and the depth of our commitment to making
this joint venture a resounding success."
Super Photonics intends to design, manufacture and sell products
for a variety of applications, including optical engines for
transceivers used in data centers and for the fiber-based segments
of the 5G communications market, each among the highest growth
segments of the data communications and telecommunications
markets.
About POET Technologies
POET Technologies -- http://www.poet-technologies.com/-- is a
design and development company offering integration solutions based
on the POET Optical Interposer, a novel platform that allows the
seamless integration of electronic and photonic devices into a
single multi-chip module using advanced wafer-level semiconductor
manufacturing techniques and packaging methods. POET's Optical
Interposer eliminates costly components and labor-intensive
assembly, alignment, burn-in and testing methods employed in
conventional photonics. The cost-efficient integration scheme and
scalability of the POET Optical Interposer brings value to any
device or system that integrates electronics and photonics,
including some of the highest growth areas of computing, such as
Artificial Intelligence (AI), the Internet of Things (IoT),
autonomous vehicles and high-speed networking for cloud service
providers and data centers. POET is headquartered in Toronto, with
operations Allentown, PA and Singapore.
POET Technologies reported a net loss of US$5.95 million for the
year ended Dec. 31, 2019, compared to a net loss of US$16.32
million for the year ended Dec. 31, 2018. As of March 31, 2020,
the Company had US$21.21 million in total assets, US$4.36 million
in total liabilities, and US$16.85 million in shareholders' equity.
PRIDE AIRCRAFT: Seeks to Hire Karl K. Barnes as Accountant
----------------------------------------------------------
Pride Aircraft, Inc. seeks authority from the US Bankruptcy Court
for the Northern District of Illinois to hire Karl K. Barnes &
Associates, P.C. as its accountant.
The firm will assist the Debtor in the preparation of profit and
loss reports, balance sheets, quarterly tax filings and annual tax
returns and other miscellaneous matters.
Barnes will be paid at these hourly rates:
Partners $150
Clerical Staff $100
Barnes will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Karl K. Barnes, partner of Barnes, 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.
Barnes can be reached at:
Karl K. Barnes, CPA
Karl K. Barnes & Associates, P.C.
6875 Carman Dr.
Rockford, IL 61108, United States
Phone: +1 815-229-9891
About Pride Aircraft, Inc.
Pride Aircraft, Inc. sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-81435) on
August 11, 2020, listing under $1 million in both assets and
liabilities. Bernard J. Natale, Esq. at BERNARD J. NATALE, LTD
serves as the Debtor's counsel.
PRINTEX INC: Seeks Approval to Hire Financial Consultant
--------------------------------------------------------
Printex, Inc. seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Missouri to hire Greg Ousley of Ousley Group
LLC as its financial consultant.
Mr. Ousley will render the following services to the Debtor:
(a) assist the Debtor in fund raising;
(b) provide new business development consulting services;
(c) provide strategic partnership and alliance development
services;
(d) provide new services and offerings development strategy;
(e) provide new market development strategy;
(f) provide general and strategic business operations
consulting services;
(g) provide innovation consulting services;
(h) provide revenue maximization ad profitability consulting
services;
(i) provide services related to economic development incentive
consulting, opportunity zone, tax credits, etc.;
(j) provide general budget and operations consulting
services;
(k) provide executive level coaching and consulting services;
(l) provide corporate resource investment and risks analysis
strategy;
(m) provide corporate strategy services; and
(n) provide sales and marketing consulting services.
The Debtor will pay Mr. Ousley on an hourly basis, with his gross
compensation capped at $2,250 per week. The financial consultant
will also receive reimbursement for work-related expenses
incurred.
Mr. Ousley disclosed in a court filing that he does not have any
connection with Debtor, its creditors or any other "party in
interest."
Mr. Ousley holds office at:
Greg S. Ousley
Ousley Group LLC
3512 Interstate 70 Dr SE
Columbia, MO 65201
Telephone: (573) 442-1180
About Printex Inc.
Printex Inc. and its affiliates, Medford Randal Park and Midamerica
Pick & Pack Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mo. Case Nos. 19-20132 to 19-20134) on
May 31, 2019. The cases were jointly administered under Lead Case
Case No. 19- 20132.
At the time of the filing, Printex was estimated to have assets of
between $1 million to $10 million and liabilities of the same
range. Meanwhile, Midamerica Pick was estimated to have assets of
less than $50,000 and liabilities of between $1 million and $10
million.
Cruse.Chaney-Faughn, PC, is the Debtors' their legal counsel.
PS OF DENVER: Seeks to Hire Buechler Law as Counsel
---------------------------------------------------
PS Of Denver, Inc. seeks authority from the United States
Bankruptcy Court for the District of Colorado to hire Buechler Law
Office, LLC, as as its counsel.
The Debtor requires Buechler Law to:
a. prepare on behalf of the Debtor-in-Possession all necessary
reports, orders and other legal papers required in this Chapter 11
proceeding;
b. perform all legal services for Debtor as
Debtor-in-Possession which may become necessary; and
c. represent the Debtor in any litigation which the Debtor
determines is in the best interest of the estate.
Prior to the Debtor's Chapter 11 filing, Buechler Law received
funds from the Debtor in the amount of $20,000. The Law Firm was
paid pre-petition fees and costs in the amount of $10,582, together
with the filing fee of $1,717, from the Debtor's funds.
The professionals' hourly rates are:
K. Jamie Buechler $425
Michael Guyerson $425
David M. Rich $425
Jonathan M. Dickey $300
Paralegals $120
Buechler Law is a "disinterested person" as that term is defined in
11 U.S.C. Sec. 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
K. Jamie Buechler, Esq.
BUECHLER LAW OFFICE, LLC
999 18th Street, Suite 1230-S
Denver, COo 80202
Tel:720-381-0045
Fax: 720-381-0382
Email: Jamie@KJBlawoffice.com
About PS Of Denver, Inc.
PS Of Denver, Inc. is a supplier of flooring, cabinets, and counter
tops.
PS Of Denver, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
20-16375) on Sep. 25, 2020. The petition was signed by Brett C.
Martin, president. At the time of filing, the Debtor estimated $1
million to $10 million in both assets and liabilities. K. Jamie
Buechler, Esq. at BUECHLER LAW OFFICE, L.L.C. represents the Debtor
as counsel.
REMINGTON OUTDOOR: Judge Proposes Streamlined Bankruptcy Exit
-------------------------------------------------------------
Maria Chutchian of Reuters reports that Remington Outdoor Co's
bankruptcy judge has suggested the gunmaker consider a fast-track
resolution to its Chapter 11 case in the hope of reducing
bankruptcy-related costs.
U.S. Bankruptcy Judge Clifton Jessup in Decatur, Alabama, made his
comment during a telephonic hearing by on Monday, a few weeks after
approving Remington's sell-off of its business in several parts. A
lawyer for Remington, Stephen Warren of O'Melveny & Myers, said
during the hearing that the company is working to transition its
business to the various buyers and will soon begin formulating a
plan to distribute estate assets to creditors.
About Remington Outdoor Company
Remington Outdoor Company, Inc. and its affiliates are
manufacturers of firearms, ammunition and related products for
commercial, military, and law enforcement customers throughout the
world. They operate seven manufacturing facilities located across
the United States. The companies' principal headquarters are
located in Huntsville, Alabama.
Remington Outdoor Company and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case
No. 20-81688) on July 27, 2020. At the time of the filing,
Remington disclosed assets of between $100 million and $500 million
and liabilities of the same range.
Judge Clifton R. Jessup Jr. oversees the cases.
Debtors have tapped O'Melveny & Myers LLP as their bankruptcy
counsel, Burr & Forman LLP as local counsel, M-III Advisory
Partners LP as financial advisor, Ducera Partners LLC as
investment
banker, and Prime Clerk LLC as notice, claims and balloting agent.
The U.S. Bankruptcy Administrator for the Northern District of
Alabama appointed a committee of unsecured creditors on Aug. 6,
2020. The committee is represented by Fox Rothschild, LLP and
Baker Donelson Bearman Caldwell & Berkowitz, PC.
RGN-GROUP HOLDINGS: Hires Faegre Drinker as Legal Counsel
---------------------------------------------------------
RGN-Group Holdings, LLC and its affiliates seeks approval from the
U.S. Bankruptcy Court for the District of Delaware to hire Faegre
Drinker Biddle & Reath LLP as their attorneys.
Services Faegre Drinker will render are:
a. advising the Debtors with respect to their powers and
duties as debtors in possession in the continued management and
operation of their businesses and properties;
b. advising and consulting on the conduct of these chapter 11
cases, including all of the legal and administrative requirements
of operating in chapter 11;
c. attending meetings and negotiating with representatives of
creditors and other parties in interest;
d. taking all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the Debtors' estates;
e. preparing pleadings in connection with these chapter 11
cases, including motions, applications, answers, orders, reports,
and papers necessary or otherwise beneficial to the administration
of the Debtors' estates;
f. representing the Debtors in connection with obtaining
authority to continue using cash collateral and postpetition
financing;
g. advising the Debtors in connection with any potential sale
of assets;
h. appearing before the Court and any appellate courts to
represent the interests of the Debtors' estates;
i. advising the Debtors regarding tax matters;
j. taking any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a chapter 11 plan and all documents related
thereto; and
k. performing all other necessary legal services for the
Debtors in connection with the prosecution of these chapter 11
cases, including: (i) analyzing the Debtors' leases and contracts
and the assumption and assignment or rejection thereof; (ii)
analyzing the validity of liens against the Debtors; and (iii)
advising the Debtors on corporate and litigation matters.
The Firm's current hourly rates are:
Partners $975 – $1,800
Associates and Counsel $550 – $950
Paralegals $450
Patrick A. Jackson, a partner of Faegre Drinker, 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:
Patrick A. Jackson
Faegre Drinker Biddle & Reath LLP
222 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Phone: +1 302 467 4200
Fax: +1 302 467 4201
Email: patrick.jackson@faegredrinker.com
About RGN-Group Holdings
RGN-Group Holdings, LLC and its affiliates are primarily engaged in
renting and leasing real estate properties.
On Aug. 17, 2020, RGN-Group Holdings and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 20-11961). At the time of the filing, RGN-Group
Holdings disclosed total assets of $1,005,956,000 and total
liabilities of $946,016,000.
Judge Brendan Linehan Shannon oversees the cases.
Debtors have tapped Faegre Drinker Biddle & Reath LLP as their
bankruptcy counsel, Alixpartners as financial advisor, Duff &
Phelps LLC as restructuring advisor, and Epiq Corporate
Restructuring LLC as claims and noticing agent.
RONALD A. GOODWIN: $747K Sale of Wichita Property Approved
----------------------------------------------------------
Judge Dale L. Somers of the U.S. Bankruptcy Court for the District
of Kansas authorized Ronald A. Goodwin and Michelle L. Goodwin to
sell the real estate commonly known as 1400 E. 25th St. N.,
Wichita, Sedgwick County, Kansas, to Giving It Back To The Artists,
L.L.C. or assigns for $747,000, pursuant to their Commercial Real
Estate Contract.
The sale is free and clear of liens, with any such liens attaching
to the proceeds of the sale.
The Real Estate will be sold subject to all rights of way and
easements of record and in its present, "as is" condition, with no
express or implied warranties.
The proceeds of the sale will be disbursed in the following order:
a. Delinquent general taxes and special assessments
attributable to the Real Estate for fiscal years 2013 through 2018
in the aggregate amount of $3,840, plus accrued interest and
penalties, plus any other amounts due thereunder.
b. Delinquent general taxes and special assessments
attributable to the Real Estate for fiscal year 2019 in the amount
of $763, plus accrued interest and penalties, if any, plus any
other amounts due thereunder.
c. Debtors' share of the unpaid general taxes and assessments
attributable to the Real Estate for fiscal year 2020, prorated to
the date of closing, and any other amounts due thereunder;
d. Debtors' share of the closing expenses for title insurance,
recording and other related fees as set forth under the Contract;
e. Attorneys' fees and expenses of the Debtors' counsel in the
amount of $2,250 for legal work performed in relation to the sale;
f. Broker commission of 6% of the gross Purchase Price to be
evenly divided between Charles E. Sutherland Consultants (3%) and
ERA Great American Realty (3%);
g. The outstanding balance on the Mortgage of Air Capitol
Recycling, LLC referenced;
h. The cumulative outstanding balance on the Federal Tax Liens
identified, if any, plus any other amounts due thereunder;
i. The cumulative outstanding balance on the State of Kansas
Withholding Tax Liens identified, if any, plus any other amounts
due thereunder; and
j. The remaining balance, if any, to the class of general
unsecured creditors under the Debtors' confirmed Second Amended
Chapter 11 Plan, first based on priority and then pro rata.
The Court approved and allowed the administrative fees and expenses
of the Debtors' counsel for legal work performed in relation to the
sale; orders the cancellation of the 14-day stay set forth in Fed.
R. Bankr. P. 6004(h), authorized disbursement of the sale proceeds
as set forth without further notice.
Ronald A. Goodwin and Michelle L. Goodwin sought Chapter 11
protection (Bankr. D. Kan. Case No. 16-12205) on Nov. 8, 2017. The
Debtors tapped Mark J. Lazzo, Esq., as counsel.
ROYAL ALICE: Trustee Hires Kelly Hart Pitre as Bankruptcy Counsel
-----------------------------------------------------------------
Dwayne M. Murray, the chapter 11 trustee for Royal Alice
Properties, LLC, seeks authority from the U.S. Bankruptcy Court for
the Eastern District of Louisiana to employ the law firm of Kelly
Hart Pitre as his bankruptcy counsel.
The Trustee requires Kelly Hart to:
a. advise the Trustee with respect to the continued operation
and management of the Debtor's business and property;
b. investigate the nature and validity of claims and liens
asserted against the property of Debtor, and representing the
Trustee within pending litigation on behalf of the estate
concerning claims and liens against the estate and property of the
estate;
c. assist the Trustee in obtaining an accounting professional
to assist in analysis of the accounting work done by the Office of
the United states trustee and to perform all accounting functions
necessary;
d. work on behalf of the Trustee regarding all necessary
applications, motions, answers, proposed orders, other pleadings,
notices, schedules and other documents, and reviewing all financial
and other reports to be filed;
e. advise the Trustee concerning and preparing responses to
applications, motions, pleadings, notices, and other documents
which may be filed by other parties;
f. appear in court to protect the interests of the Debtor's
estate;
g. represent the Trustee in connection with obtaining
post-petition financing, if necessary;
h. investigate and advise the Trustee concerning, and take
such action as may be necessary to collect, income and assets in
accordance with applicable law, and the recovery of property for
the benefit of Debtor's estate;
i. advise and assist the Trustee in connection with any
potential property dispositions;
j. advise the Trustee concerning executory contract and
unexpired lease assumptions, assignments and rejections and lease
restructuring, and characterizations of the Debtor's estate's
property interests;
k. assist the Trustee in reviewing, estimating, and resolving
claims asserted against Debtor's estate;
l. assist the Trustee with respect to any referrals as may be
appropriate upon investigations done within the trustee's duties;
m. commence, continue and conduct litigation necessary and
appropriate to assert rights held by the Debtor's estate, protect
assets of the Debtor's estate or otherwise further the goal of
completing a successful reorganization of the Debtor's estate;
n. provide corporate transaction services with respect to
transitioning from the Debtor's control of various affiliated
entities to the Trustee, modifying entity charter documents and as
necessary operating agreements and/or by-laws;
o. prepare and pursue a confirmation of a plan of
reorganization and approval of a disclosure statement; and
p. perform all other legal services for the Trustee which may
be necessary and proper in this chapter 11 case.
Kelly Hart is disinterested and holds no claim or interest adverse
to the estate within the meaning of Bankruptcy Code Secs. 101(14)
and 327, as modified by Bankruptcy Code Sec. 1107(b), according to
court filings.
Kelly Hart makes the following submissions to provide responses to
Guidelines questions out of an abundance of caution:
-- Kelly Hart has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- Kelly Hart has represented the Trustee within the last 12
months, with the representation commencing in mid-2018. In that
engagement (In Re Michael Worley, Case 18-10017, M.D. La.), Louis
M. Phillips voluntarily reduced his hourly rate by some 16.66
percent. Given that he has not increased his rate since 2018, he
has not offered to reduce
his rate for this representation; and
-- the Trustee has not approved any budget and staffing plan.
The firm can be reached through:
Louis M. Phillips, Esq.
KELLY HART & PITRE
One American Place
301 Main Street, Suite 1600
Baton Rouge, LA 70801-1916
Tel: (225) 381-9643
Fax: (225) 336-9763
Email: louis.phillips@kellyhart.com
About Royal Alice Properties
Royal Alice Properties, LLC, owns, manages and rents the building
and real estate located on the 900 block of Royal Street in the
French Quarter, New Orleans, Louisiana. The condominium units are
located at 906, 910-12 Royal St. New Orleans, LA 70116.
Royal Alice Properties sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 19-12337) on Aug.
29, 2019. In the petition signed by Susan Hoffman, member/manager,
the Debtor was estimated $1 million to $10 million in both assets
and liabilities.
The case is assigned to Judge Elizabeth W. Magner.
Leo D. Congeni, Esq., at Congeni Law Firm, LLC, represents the
Debtor.
RUBY TUESDAY: Gets Two-Month Rent Payment Deferral in Chapter 11
----------------------------------------------------------------
Rick Archer of Law360 reports that a Delaware bankruptcy judge on
Thursday, October 22, 2020, gave Ruby Tuesday a 60-day rent payment
deferral after hearing that the casual dining chain has promised
its landlords a cut of a retirement plan trust fund the company is
seeking to claim to pay down its debts.
At a remote hearing, U.S. Bankruptcy Judge John Dorsey ruled that
Ruby Tuesday needs to delay its $5.5 million in rent payments and
that it had provided its landlords with adequate assurance that
they will pay up by the time the Chapter 11 case is done.
Ruby Tuesday filed for Chapter 11 protection on Oct. 7, 2020,
listing $42 million in secured debt along with $18.8 million in
unsecured debt. It blamed the COVID-19 closure of all but one of
its 421 locations, coupled with a shift in customer preferences
away from casual dining.
The company said it intends to restructure its debt through a
debt-for-equity swap with its secured lenders, but it will also
explore a sale of its operating assets with those same lenders
potentially serving as a stalking horse bidder.
During the pandemic, Ruby Tuesday decided to permanently close 71
restaurants and is seeking to further shutter 185 locations with an
eye toward emerging from bankruptcy with between 175 and 200
restaurants, according to the company.
At Thursday's hearing, Judge Dorsey granted the chain's request to
establish lease rejection procedures before hearing its arguments
for a 60-day rent deferral, starting on the Chapter 11 filing
date.
Counsel for Ruby Tuesday said that while nearly all its restaurants
have reopened, all of them are under some kind of capacity
restriction. Despite efforts to promote takeout, dining revenues
remain down 30%.
Ruby Tuesday counsel Richard Pachulski said that though the company
is working to increase revenue — noting it was down 80% when the
closures began — at this point, it can't pay its November rent
without going to its debtor-in-possession lender for more money.
"The lender will not provide it, and we will have to convert the
case," he said.
A number of landlords had filed objections to the proposal, but
Ruby Tuesday said nearly all had dropped their objections after the
company promised to set aside $2.74 million for rent payments out
of the possible recovery from liquidating its so-called "Rabbi
Trust."
On Nov. 12, 2020, Judge Dorsey is scheduled to hear Ruby Tuesday's
arguments that it is entitled to liquidate the nearly $22.5 million
"Rabbi" trust fund established in 1992 as part of two so-called
"top hat" deferred compensation plans. The company is arguing that
the trust agreement calls for the trust to be treated as an estate
asset in bankruptcy.
One landlord, SFC RD Funding IV, remained unconvinced, contending
that this pledge was not adequate protection and that Ruby
Tuesday's DIP budget did not provide for payment of the deferred
rent upon the expiration of the 60 days, which it claimed is
required by the Bankruptcy Code.
"SFC should not be forced to act as an involuntary creditor," SFC
counsel Katherine Anderson Sanchez said, arguing that the deferred
rent could leave the company administratively insolvent.
Judge Dorsey, however, found that the chain had provided adequate
protection and that the Bankruptcy Code did not require immediate
payment, instead turning the deferred rent into an administrative
claim.
SFC is represented by Leslie C. Heilman, Laurel D. Roglen, Craig
Solomon Ganz and Katherine Anderson Sanchez of Ballard Spahr LLP.
About Ruby Tuesday
Founded in 1972 in Knoxville, Tennessee, Ruby Tuesday, Inc. --
http://www.rubytuesday.com/-- is dedicated to delighting guests
with exceptional casual dining experiences that offer
uncompromising quality paired with passionate service every time
they visit. From signature handcrafted burgers to the farm-grown
goodness of the Endless Garden Bar, Ruby Tuesday is proud of its
long-standing history as an American classic and international
favorite for nearly 50 years. The Company currently owns, operates
and franchises casual dining restaurants in the United States,
Guam, and five foreign countries under the Ruby Tuesday® brand.
On Oct. 7, 2020, Ruby Tuesday, Inc., and 50 affiliates sought
Chapter 11 protection. The lead case is In re RTI Holding Company,
LLC (Bankr. D. Del. Lead Case No. 20-12456). Ruby Tuesday was
estimated to have $100 million to $500 million in assets as of the
bankruptcy filing.
The Hon. John T. Dorsey is the case judge.
Ruby Tuesday is advised by Pachulski Stang Ziehl & Jones LLP as
legal counsel, CR3 Partners, LLC, as financial advisor, FocalPoint
Securities, LLC, as investment banker, and Hilco Real Estate, LLC,
as lease restructuring advisor. Epiq is the claims agent,
maintaining the page https://dm.epiq11.com/RubyTuesday
RYFIELD PROPERTIES: Hires Coldwell Banker as Broker
---------------------------------------------------
Ryfield Properties, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Washington to employ Coldwell
Banker Uptown Realty as its real estate borker to assist the Debtor
with the sale of real property commonly known as 91 Marshall Road,
Sequim, Washington.
The Broker will have an exclusive listing on the Marshall Road
Property from August 3, 2020 through and including August 4, 2021.
The list price for Marshall Road is $2,500,000.
The broker's commission will be 8 percent from the sale proceeds
through escrow.
Coldwell Banker is disinterested within the meaning of 11 U.S.C.
Secs. 327(a) and 101(14), according to court filings.
The broker can be reached through:
Marc Thomsen
Pat Thomsen
COLDWELL BANKER UPTOWN REALTY
115 E. Front Street
Port Angeles, WA 98362
Telephone: (360) 452-7861
About Ryfield Properties
Ryfield Properties, Inc., a privately held company in the quarrying
business, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Wash. Case No. 20-11360) on May 7, 2020. Katy
Rygaard, a principal at Ryfield Properties, signed the petition. At
the time of the filing, Debtor was estimated to have $1 million to
$10 million in assets and liabilities.
Judge Christopher M. Alston oversees the case.
Debtor has tapped the Law Office of Faye C. Rasch as its bankruptcy
counsel and Patrick Irwin Law Firm as its special counsel.
SCOTTS HOOK: Blames Pandemic for Bankruptcy Filings
---------------------------------------------------
Joe Boomgaard of MiBiz reports that Southwest Michigan meat
processing company Scotts Hook & Cleaver Inc. filed for bankruptcy
protection as its business has fallen victim to the tight credit
market brought on by the COVID-19 pandemic.
Scotts Hook & Cleaver Inc., a custom meat processing company that
does business as Pease Packing, and B&G Crop Farms LLC, which does
business as Gibson Cattle Co., filed for Chapter 11 and Chapter 12
bankruptcy, respectively, in the U.S. Bankruptcy Court for the
Western District of Michigan.
Attorney Kerry Hettinger of Kalamazoo-based Kerry Hettinger PLC
said the companies, which are owned by Robert and Martha Gibson,
are generating revenue and growing, and are backed by "plenty of
assets."
However, the Gibsons ran into problems this year during the
COVID-19 pandemic, which caused significant disruption in the
credit market. Those disruptions in turn led to difficulty in
refinancing some of the short-term debt the Gibsons took on after a
2013 expansion, Hettinger said.
"In all the expansion, they had engaged in some short-term finance
that they expected to be able to turn into more of a long-term
note," Hettinger told MiBiz. "This year has been terrible for
anything like that getting done. … COVID put a pinch on us and
made the refinancing difficult to process."
Instead of refinancing into long-term debt, the Gibsons turned to
expensive short-term online lenders for quick access to cash,
Hettinger said.
"They want to get immediate access to bank accounts and receipts,
and you lose your ability to pay for day-to-day expenses. It's a
downhill thing and it just snowballs on you," he said. "In a normal
market environment, given there's plenty of equity and income, they
would have been able to deal with this."
After several of the creditors — including Grandville-based Cole
Carter Inc., Chicago-based Lender Online LLC, Berrien Springs-based
Honor Credit Union, Lake Odessa-based Musgrove Grain and Zeeland
Farm Services Inc. — sued the Gibsons’ companies in the 9th
Circuit Court in Kalamazoo County, they decided to file the
bankruptcy cases to buy them more time to line up new lenders,
Hettinger said.
"With the whole package, they're hoping to be able to pay back 100
percent of the creditors, they just needed time to get the
refinancing in place," he said. "They're hoping they’ll be able
to do that. There's plenty of assets."
Hettinger said the Gibsons also plan to file for personal
bankruptcy. A fourth bankruptcy filing for a company called
Stumpbreakers LLC that owns the real estate at the meat processing
facility is also expected, he added.
Pease Packaging lists $869,651 in assets and nearly $2.3 million in
liabilities, including about $234,000 in unsecured debt, according
to court filings. Unsecured creditors include the IRS ($144,649 for
back payroll taxes), Grandville-based Kent Butchers Supply
($27,960), Honor Credit Union ($22,510) and Schoolcraft-based
Pakkers Inc. ($4,058).
The company’s assets include $15,000 in hanging beef, $30,000 in
freezer beef and $12,000 in spices, according to the filing.
Year to date, Pease Packaging generated about $218,000 in revenue,
which compares to nearly $781,000 for all of 2019.
Meanwhile, Gibson Cattle Co. lists more than $3.9 million in assets
— including 289 head of cattle — and nearly $9.7 million in
liabilities, according to court filings. The company also lists
$2.2 million in unsecured claims, many of which involve West
Michigan-based companies.
The largest local unsecured creditors include Musgrove Grain
($369,092), Honor Credit Union ($367,110), Union City-based Dove Ag
Services ($114,462), Zeeland Farm Services Inc. ($33,073),
Kalamazoo-based Carleton Equipment ($31,255), Dorr-based Burnips
Equipment Co. ($28,991) and Three Rivers-based Koviack Irrigation
($27,251).
Other unsecured creditors include Texas-based Ag Resource
Management ($482,239), Minnesota-based Receivables Control Corp.
($242,844) and Indiana-based Beck’s Hybrids ($190,797).
Year to date, the farm generated more than $112,000 in revenues,
which compares to $846,000 last year, according to court filings.
The first hearings are scheduled for 9 a.m., Aug. 28 in the Pease
Packing case and for 10 a.m. Sept. 3 in the Gibson Cattle Co. case.
About Scotts Hook & Cleaver
Scotts Hook & Cleaver, Inc. is a Scotts, Mich.-based meat
processing company. It conducts business under the name Pease
Packaging.
Scotts Hook & Cleaver sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Mich. Case No. 20-02748) on Aug. 25,
2020. At the time of the filing, the Debtor disclosed assets of
$868,651 and liabilities of $2,292,164.
Judge John T. Gregg oversees the case.
Kerry Hettinger PLC is the Debtor's legal counsel.
SIMPLE SITEWORK: Hires Baity & Associates as Pay Enrolled Agent
---------------------------------------------------------------
Simple Sitework, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to employ Baity & Associates Tax
and Financial Services, Inc. as its pay enrolled agent.
Baity & Associates will assimilate the data necessary to prepare
monthly compilation, monthly operating reports, annual personal
property rendition for Montgomery County, Texas, the Corporate
Federal Tax Return, Franchise Tax Returns and any other business
services directly related to these proceedings.
Baity & Associates charges:
-- a monthly fee of $175 for monthly compilation (including
consultation with shareholder);
-- a monthly fee of $300 for preparing monthly operating reports;
-- a flat fee of $350 for preparing the annual personal property
rendition or Montgomery County, Texas;
-- a flat fee of $800 for preparing the Corporate Federal Tax
Return; and
-- a $300 flat fee for franchise tax returns; which includes all
expenses relative to the completion of the service or documents.
Debra Baity, enrolled agent with Baity & Associates, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
The firm can be reached through:
Debra Baity, E.A.
Baity & Associates Tax and
Financial Services, Inc.
6005 Fairmont Pkwy, Suite J
Pasadena, TX 77505
About Simple Sitework
Simple Sitework, Inc. is a locally owned and operated company
providing residential and commercial sitework throughout Southeast
Texas.
Simple Sitework filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-34508) on
September 11, 2020. Judge Jeffrey P. Norman oversees the case.
Margaret M. McClure, Esq., is the Debtor's bankruptcy counsel.
SPEEDCAST INT'L: Secured Creditors Asks Court to Reject Sale
------------------------------------------------------------
Law360 reports that secured creditors of Australian communications
satellite company Speedcast International Ltd. have asked a Texas
bankruptcy judge to reject the company's Chapter 11 plan, saying
Speedcast is attempting to sell off their collateral without
compensation.
In a filing Sunday, October 19, 2020, Black Diamond Commercial
Finance, representing a lender group, called the company's proposed
Chapter 11 plan "patently unconfirmable," saying it proposes to
sell the company's assets free and clear of their liens without
giving them the opportunity to submit a credit bid.
About SpeedCast International
Headquartered in New South Wales, Australia, SpeedCast
International Limited and its affiliates provide remote and
offshore satellite communications and information technology
services. SpeedCast's fully-managed service is delivered to more
than 2,000 customers in 140 countries via a global, multi-access
technology, multi-band, and multi-orbit network of more than 80
satellites and an interconnecting global terrestrial network,
bolstered by on-the-ground local upport from more than 40
countries. Speedcast services customers in sectors such as
commercial maritime, cruise, energy, mining, government, NGOs,
enterprise, and media.
SpeedCast International and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-32243) on April 23, 2020. At the time of the filing, the
Debtors each had estimated assets of between $500 million and $1
billion and liabilities of the same range.
Judge David R. Jones oversees the cases.
Speedcast is advised by Weil, Gotshal & Manges LLP as global legal
counsel and Herbert Smith Freehills as co-counsel. Michael Healy of
FTI Consulting, Inc. is Speedcast's Chief Restructuring Officer,
and FTI Consulting, Inc. is Speedcast's financial and operational
advisor. Moelis Australia Advisory Pty Ltd and Moelis & Company LLC
are Speedcast's investment bankers. KCC is Speedcast's claims and
noticing agent.
The Office of the U.S. Trustee appointed a committee to represent
unsecured creditors in Debtors' bankruptcy cases. The committee is
represented by Hogan Lovells US, LLP.
On August 13, 2020, the Debtor received a $395 million equity
commitment from Centerbridge Partners, L.P. and its affiliates, one
of its largest lenders.
STAGE STORES: Completes Bankruptcy Court-Approved Sales of Assets
-----------------------------------------------------------------
A&G Real Estate Partners on Oct. 21 disclosed that it has completed
bankruptcy court-approved sales of Stage Stores, Inc.'s
Jacksonville, Texas distribution center and two other properties to
two buyers. The Melville, N.Y.-based A&G has been serving as real
estate advisor for the Houston-headquartered retailer, which
operated 738 conventional department stores and off-price stores
under multiple brands at the time it filed voluntary petitions
under Chapter 11 of the U.S. Bankruptcy Code in May 2020. The
company has since liquidated all stores.
In the largest transaction, Bradenton, Fla.-based Bealls Inc.
acquired the fee interest for Stage's 435,196-square-foot
distribution center in Jacksonville, which sits on a 42.51-acre
parcel that includes undeveloped land for expansion. The facility
was built in 1985 and has undergone multiple rounds of
modernization to accommodate brick-and-mortar and e-commerce
fulfillment.
Apart from the real estate, Bealls' winning $7.0 million bid
included the facility's machinery and equipment, and the company's
intellectual property.
A&G also sold two other sites owned by Stage Stores: an income
producing industrial RTV (return to vendor) center in Jacksonville
and a retail site in Logan, West Virginia. Both were acquired by
Jetall Companies, Inc., a real estate investment and management
firm out of Houston. Located on 6.45 acres, the
125,232-square-foot RTV center is currently partially occupied by a
single tenant. The 24,332-square-foot retail property is a
single-level former Peebles store on Stratton Street in downtown
Logan.
"Jetall purchased the two properties for a combined $360,000, which
was $100,000 higher than the other bids presented to the court,"
said Mike Matlat, Senior Managing Director at A&G.
A&G put the three properties up for bid in early August. "We ran an
accelerated sales process that delivered winning bids which were
accepted by the court without any objections from the creditors,"
noted Matlat. " Overall, we were especially pleased to see the
Jacksonville distribution center transition on a turnkey basis to
an expansion-minded retailer that will utilize this
state-of-the-art facility to support its growth."
The family-owned Bealls Inc. currently operates more than 540
stores in 17 states under the Bealls, Bealls Outlet, Burkes Outlet,
Home Centric and Bunulu names, and online at beallsflorida.com and
burkesoutlet.com.
The intellectual property acquired by Bealls Inc. from the court
includes the trademarks and trade names for Stage Stores, Goody's,
Gordmans, Palais Royal, and Peebles, as well as the national rights
for the Bealls name. In addition, Bealls acquired all of Stage's
private label brands and customer lists.
Commenting on their acquisition, Matt Beall, CEO and Executive
Chairman of Bealls Inc., said: "We are very excited about this
transaction for many reasons. The distribution center will allow us
to gain additional merchandise processing capacity to support our
expansion efforts. This is our first owned logistics facility
located outside of the state of Florida. With our Burke's Outlet
chain expanding throughout the U.S., it is important that we shore
up our foundation to support this growth."
"We are also excited to now own the national rights to the Bealls
name," he continued. "While Beall's Inc. had rights to use the
name Beall's in Florida, Georgia and Arizona, Stage had previously
owned the rights to use the name nationally. We believe that this
will reduce confusion and create opportunities for us as we look to
further grow our store and e-commerce presence."
About A&G Real Estate Partners
A&G -- http://www.agrep.com/-- is a team of seasoned commercial
real estate professionals and subject matter experts that delivers
strategies designed to yield the highest possible value for
clients' real estate. Key areas of expertise include occupancy cost
reductions, lease terminations, dispositions, structured real
estate sales, real estate due diligence, valuations, acquisitions,
and facilitation of growth opportunities. Utilizing its marketing
knowledge, reputation and advanced technology, A&G has advised the
nation's most prominent retailers and corporations in both healthy
and distressed situations. The firm's team has achieved
rent-reduction and occupancy-cost savings approaching $6 billion on
behalf of clients in every real estate sector, while selling more
than $12 billion of non-core properties and leases. Founded in
2012, A&G is headquartered in Melville, N.Y. and also has an office
in Chicago.
About Stage Stores
Stage Stores, Inc. (SSI) and its affiliates --
http://www.stagestoresinc.com/-- are apparel, accessories,
cosmetics, footwear, and home goods retailers that operate
department stores under the Bealls, Goody's, Palais Royal, Peebles,
and Stage brands and off-price stores under the Gordmans brand.
Stage Stores operates approximately 700 stores across 42 states.
Stage's department stores predominately serve small towns and rural
communities, and its off-price stores are mostly located in
mid-sized Midwest markets.
Stage Stores, Inc. and affiliate Specialty Retailers, Inc., sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32564) on
May 10, 2020.
The Company disclosed $1,713,713,000 of total assets and
$1,010,210,000 of total debt as of
Nov. 2, 2019.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel;
Jackson Walker L.L.P. as local bankruptcy counsel; PJ Solomon,
L.P., is investment banker; Berkeley Research Group, LLC as
restructuring advisor; and A&G Realty Partners, LLC as real estate
consultant. Gordon Brothers Retail Partners, LLC, will manage the
Company's inventory clearance sales. Kurtzman Carson Consultants
LLC is the claims agent.
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases tapped Cooley LLP and Cole Schotz P.C. as
co-counsels and Province, Inc. as financial advisor.
STREET LEVEL: Hudson Mercantile Files for Bankruptcy Protection
---------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that Hudson Mercantile, the
tony event space in Manhattan's Hudson Yards neighborhood, filed
for bankruptcy Monday, October 19, 2020, after the Covid-19
pandemic curtailed revenues to almost nothing.
Founded in 2008, the company is located in a former industrial
building and is "one of the premier event venues in New York,"
owner and operator Bentley Meeker said in a court declaration. The
space has hosted fashion shows, product launches and cultural
conventions, including parts of New York Comic Con.
Hudson Mercantile posted revenues in excess of $1.6 million in each
of the past three years, but event restrictions this year brought
the decline in revenue.
About Hudson Mercantile
Hudson Mercantile is a portfolio of fresh and modern studio event
spaces in the Hudson Yards district of Midtown Manhattan.
Street Level LLC, doing business as Hudson Mercantile, sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-12464) on Oct.
19, 2020, estimating less than $1 million in both assets and
liabilities. ARCHER & GREINER, P.C., led by Allen G. Kadish, is
the Debtor's counsel.
STUDIO MOVIE: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Studio Movie Grill Holdings, LLC
12404 Park Central Drive, Suite 400N
Dallas, TX 75251
Business Description: The Debtors operate a chain of movie
theatres that include full-service
dining during the show.
Chapter 11 Petition Date: October 23, 2020
Court: United States Bankruptcy Court
Northern District of Texas
Sixty-one affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Studio Movie Grill Holdings, LLC 20-32633
Movie Grill Concepts LV, LLC 20-32645
Movie Grill Concepts IV, Ltd. 20-32677
Movie Grill Concepts XLVII, LLC 20-32684
Movie Grill Concepts XXXVIII, LLC 20-32641
Movie Grill Concepts XXXIV, LLC 20-32662
Movie Grill Concepts XLIII, LLC 20-32683
Movie Grill Concepts XVI, LLC 20-32656
Movie Grill Concepts IX, LLC 20-32670
Movie Grill Concepts X, LLC 20-32659
Movie Grill Partners 3, LLC 20-32643
Movie Grill Partners 6, LLC 20-32635
Movie Grill Concepts XI, LLC 20-32669
Movie Grill Concepts XXIII, LLC 20-32686
Movie Grill Concepts XLV, LLC 20-32699
Movie Grill Concepts Trademark Holdings, LLC 20-32646
Movie Grill Concepts XXVI, LLC 20-32689
Movie Grill Concepts XXXVII, LLC 20-32644
Movie Grill Partners 4, LLC 20-32642
Movie Grill Concepts XXX, LLC 20-32664
Movie Grill Concepts XLVI, LLC 20-32654
Movie Grill Concepts LIV, LLC 20-32663
Movie Grill Concepts XIX, LLC 20-32681
Movie Grill Concepts XXII, LLC 20-32673
Movie Grill Concepts XLII, LLC 20-32652
Movie Grill Concepts LII, LLC 20-32672
Movie Grill Concepts XX, LLC 20-32694
Studio Club IV, LLC 20-32665
Movie Grill Concepts XLIV, LLC 20-32653
Movie Grill Concepts I, Ltd. 20-32666
Movie Grill Concepts XL, LLC 20-32682
Movie Grill Concepts XVIII, LLC 20-32657
Movie Grill Concepts XXIV, LLC 20-32658
Movie Grill Concepts III, Ltd. 20-32637
Movie Grill Concepts LIII, LLC 20-32649
Movie Grill Concepts VII, LLC 20-32650
Movie Grill Concepts XIV, LLC 20-32680
Movie Grill Concepts XIII, LLC 20-32697
Movie Grill Concepts XXXIX, LLC 20-32688
Movie Grill Concepts XXXIII, LLC 20-32660
Movie Grill Concepts XXXI, LLC 20-32693
Movie Grill Concepts XVII, LLC 20-32685
Movie Grill Concepts XLIX, LLC 20-32671
Movie Grill Concepts XXXII, LLC 20-32676
Studio Club, LLC 20-32692
Movie Grill Concepts XXIX, LLC 20-32690
Movie Grill Concepts XV, LLC 20-32655
Movie Grill Concepts L, LLC 20-32661
Movie Grill Concepts XII, LLC 20-32651
Movie Grill Concepts XXVII, LLC 20-32691
Movie Grill Concepts XXXVI, LLC 20-32678
Movie Grill Concepts XXXV, LLC 20-32667
Movie Grill Concepts VI, Ltd. 20-32674
Movie Grill Concepts XLI, LLC 20-32700
Movie Grill Concepts XXI, LLC 20-32648
Movie Grill Concepts XLVIII, LLC 20-32698
Movie Grill Concepts LI, LLC 20-32695
Movie Grill Concepts XXV, LLC 20-32687
Movie Grill Concepts XXVIII, LLC 20-32675
OHAM Holdings, LLC 20-32634
MGC Management I, LLC 20-32647
Judge: Hon. Stacey G. Jernigan
Debtors' Counsel: Frank J. Wright, Esq.
LAW OFFICES OF FRANK J. WRIGHT, PLLC
2323 Ross Avenue, Suite 730
Dallas, TX 75201
Tel: (214) 935-9100
Email: frank@fjwright.law
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $100 million to $500 million
The petitions were signed by William Snyder, chief restructuring
officer.
A copy of Studio Movie Grill Holdings' petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/ANMBWTY/Studio_Movie_Grill_Holdings_LLC__txnbke-20-32633__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Construct & Maintain Corp. Development $3,800,620
27075 Cabot Road service
Suite 114 provider or
Laguna Hills CA 92653 Construction
Greg Miller Contractor
Tel: 949-305-8888
Email: greg@cmcorp.com
2. EMJ Corporation Development $2,867,877
2034 Hamilton Place Blvd. service
4th Floor provider or
Chattanooga, TN 37421 construction
Matthew Connors contractor
Tel: 972-582-3456
Email: matthew.conners@emjcorp.com
3. Spirit Master Funding X, LLC Leased Property $2,236,297
Attention: Portfolio Servicing Landlord
2727 N. Harwood Street
Suite 300
Dallas TX 75201
Mario Bejarano
Tel: 972-476-1926
Email: mbejarano@spiritrealty.com
4. SEGARS Group LLC Development $1,906,396
14355 Providence Road service
Alpharetta GA 30004 provider or
Kyle Irby Construction
Tel: 770-777-0585 Ext. 225 Contractor
Email: kirby@segarsgroup.com
5. Vista Entertainment Service $1,354,529
Solutions Ltd. Provider or
335 N Maple Drive Contractor
Suite 150
Beverly Hills CA 90210
Tess Manchester
Tel: 636-484-3798
Email: Tess.manchester@vista.com
6. STORE Master Funding III, LLC Leased $985,375
Attn: Asset Management Property
8377 E. Hartford Drive Landlord
Suite 100
Scottsdale AZ 85255
Cathy Phillips
Tel: 480-256-1101
Fax: 480-256-1101
Email: cphillips@storecaptial.com
7. US Food Service Consumable $926,573
3682 Collection Center Drive supplier
Chicago, IL 60693
Sean Johnson
Tel: 847-268-5734
Email: sean.johnson@usfoods.com
8. Bwana Theater Partners, LLC Leased $895,329
Lauren or Jon Goldstein Property
6632 Telegraph Road #193 Landlord
Bloomfield Hills MN 48301
Lauren Goldstein
Tel: 248-225-8004
Email: laurenfgoldstein@me.com
9. Rancho Keystone Park, L.P. Leased $754,488
c/o The Woodmont Company Property
2100 West 7th Street Landlord
Ft. Worth TX 76107
Kim Cort
Tel: 817-377-7737
Fax: 817-377-7729
Email: kcort@woodmont.com
10. BRE RC Lincoln Square TX LP Leased $750,882
Lincoln Square RC RioCan LP Property
307 Fellowship Road Landlord
Suite 116
Mt. Laurel NJ 08054
Rebecca Bermingham
Tel: 858-798-1495
Email: rbermingham@shopcore.com
11. Lockard Midland Square, LLC; Leased $692,357
Midland Tower Properties, LLC Property
Lockard Development, Inc. Landlord
c/o Lockard Development, Inc.
Attention: Property Management
4501 Prairie Parkway
Cedar Falls IA 50613
Josh Edgerton
Tel: 319-277-8000
Fax: 319-233-5659
Email: jedgerton@lockardonline.com
12. University Mall Portwood Leased $679,875
Owner LLC Property
University Mall TIC Owner LLC, Landlord
University Mall SOHO Owner LLC
University Mall Portwood
Owner LLC, c/o RD Management LLC
Attn: Richard Birdoff
810 Seventh Avenue
10th Floor
New York NY 10019
Velvet Hilborn
Tel: 813-971-3466
Email: vhilborn@rdmanagement.com
13. Tyler Broadway/Centennial LP Leased $668,934
Attn: David Wilson Property
2525 McKinnon Street Landlord
Suite 700
Dallas TX 75201
Teresa Parker
Tel: 214-572-8406
Email: tparker@theretailconnection.net
14. AmREIT SSPF Berkeley Leased $664,172
c/o EDENS Limited Partnership Property
Attn: Legal Department Landlord
1221 Main Street
Suite 100
Columbia SC 29201
Courtney Cavakian
Tel: 214-691-2302
Fax: 214-691-2301
Email: cavakian@edens.com
15. Brixmor Operating Partnership Leased $655,922
2, LLC Property
c/o Brixmor Property Group Landlord
420 Lexington Avenue
7th Floor
New York, NY 10170
Scott Hunter
Tel: 770-360-8440
Email: scott.hunter@brixmor.com
16. Inorca Development $621,542
Cl. 18 #118-85 service
Cali, Valle del Cauca provider
Colombia or Construction
Katherine Baracaldo Contractor
Tel: (072) 489-6999 Ext. 0000
Email: katherine@inorca.com
17. ACS Enterprises Repairs & $619,848
PO Box 810 Maintenance
Walnut, CA 91788-0810
Anthony Michaels
Tel: 909-595-3484
Email: amichaels@acs-ent.com
18. Spirit Realty, L.P. Leased $583,294
Attention: Portfolio Servicing Property
2727 N. Harwood Street Landlord
Suite 300
Dallas TX 75201
Mario Bejarano
Tel: 972-476-1926
Email: mbejarano@spiritrealty.com
19. Rice Lake Square, LLC Leased $557,381
c/o Grosvenor Property
Attn: Asset Manager Landlord
Attn: President
One California Street
Suite 2500
San Francisco CA 94111
Janet Wegener
Tel: 630-954-7353
Email: jwegener@midamericagrp.com
20. Bayside SVTC, LLC Leased $538,872
c/o Festival Management Property
Corporation Landlord
Attn: Legal Department
5901 W. Century Boulevard
Suite 700
Los Angeles CA 90045
Sandra Cason
Tel: 310-665-9671
Fax: 310-665-9009
Email: s.cason@festivalcos.com
21. Presidio Technology Capital LLC Service $521,869
Dept 2058 Provider
PO Box 74390 or Contractor
Chicago, IL 60690
Pamela Kirkpatrick
Tel: 678-291-1957
Fax: 770-326-7636
Email: pkirkpatrick@presidio.com
22. Harberg Mediation and Law Group Service $480,504
2919 Commerce Street Provider
Suite 301 or Contractor
Dallas TX 75226
Joseph Harberg
Tel: 214-494-0011
Email: joe@harbergmediation.com
23. Capital One CC Vendor paid $480,233
600 N Pearl Street with Credit
Suite 2500 Card or Credit
Dallas TX 75201 Card Provider
Kaleb Curtis
Tel: 817-888-4934
Email: kaleb.curtis@capitalone.com
24. Peninsula Main VA, LLC Leased $428,298
16600 Dallas Parkway Property
Suite 300 Landlord
Dallas TX 75248
Ava Green
Tel: 757-838-1505 ext. 120
Email: ava@peninsulatowncenter.com
25. Film Tech Cinema Systems, LLC Film Service $428,197
901 International Parkway Providers
Suite 100 and Technicians
Richardson TX 75081
Kevin Fox
Tel: 855-345-6832 ext. 203
Email: kfox@film-tech.com
26. RPT Realty, L.P. Leased $416,588
20750 Civic Center Drive Property
Suite 310 Landlord
Southfield MI 48076
Connie Eberle
Tel: 248-592-6062
Email: ceberle@rptrealty.com
27. AT&T Utility $405,934
c/o Bankruptcy Provider
4331 Communications Drive
Fir 4W
Dallas TX 75211
Kathryn Hendrickson
Tel: 214-862-0394
Email: kh4173@att.com
28. MV Epicentre II LLC and Leased $391,147
Epicentre SPE (Charlotte), LLC Property
c/o Mount Vernon Asset Landlord
Management, LLC
Attn: Geoffrey M Curme
2125 Southend Drive
Suite 253
Charlotte NC 28203
Sony Petty
Tel: 469-678-4303
Email: spetty@cimgroup.com
29. 5500 South Freeway, LLC Leased $372,665
Charles Dunn Real Estate Property
Services, Inc. Landlord
Attention: Bryan Wu
800 West 6th Street
Suite 600
Los Angeles CA 90017
Veronica Seglin
Tel: 310-844-7806 ext 15
Email: vs@adnmgment.co
30. 69th Street Retail Owner, LP Leased $361,628
c/o AAC 69th Street Property
Management, LLC Landlord
Attn: Lease Administration
150 East 58th Street
New York NY 10155
Marina Chernov
Tel: 646-214-0237
Fax: 646-214-0057
Email: mchernov@aacrealty.com
SUGARLOAF HOLDINGS: Trustee Taps Jim Riley as Consultant
--------------------------------------------------------
David L. Miller, as trustee of the Chapter 11 bankruptcy estate of
Sugarloaf Holdings, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Utah to retain James E. Riley and Jim
Riley Engineering, LC, as his water rights expert and consultant.
One of the main reasons Debtor filed for bankruptcy protection was
because of a complex and costly multi-party lawsuit relating to
Debtor's water rights.
The Trustee, as a party to the Water Rights Lawsuit, needs a water
rights expert and consultant.
Jim Riley Engineering will provide expert advice and opinions on
any and all issues related to or arising out of water rights.
The firm will charge the following hourly fees:
Name Consult Testimony
James E. Riley $160 $250
Logan Riley $125 $200
Staff $25 $50
Jim Riley Engineering is a "disinterested person," as such term is
defined in 11 U.S.C. Sec. 101(14), as modified by 11 U.S.C. Sec.
1107(b), according to court filings.
The firm can be reached through:
James E. Riley
Jim Riley Engineering Lc
175 S Main St #1330
Salt Lake City, UT 84111
Phone: +1 801-355-1883
About Sugarloaf Holdings
Sugarloaf Holdings, LLC -- http://sugarloafholdings.com/-- is a
privately-held company in Lehi, Utah, whose business consists of
farming and ranching operations.
Sugarloaf Holdings filed a Chapter 11 petition (Bankr. D. Utah Case
No. 18-27705) on Oct. 15, 2018. In the petition signed by David J.
Gray, manager, the Debtor disclosed $21,067,619 in total assets and
$15,666,618 in total debt. The case is assigned to Judge Kevin R.
Anderson. The Debtor is represented by Parsons Behle & Latimer.
SUMMIT MIDSTREAM: Leonard Mallett to Quit as General Partner COO
----------------------------------------------------------------
Leonard W. Mallett, the executive vice president and chief
operations officer of Summit Midstream GP, LLC, the general partner
of Summit Midstream Partners, LP, will be departing the Company to
pursue other interests. The Company manages and operates SMLP,
including through its affiliate, Summit Operating Services Company,
LLC. Mr. Mallett's employment with the Company will terminate
effective Oct. 31, 2020.
In an effort to further align the Company's organizational and cost
structure with the near term challenging business environment the
industry is facing, the chief operations officer position will be
eliminated upon Mr. Mallett's departure. Functions previously
reporting up through the chief operations officer position will now
report up through the chief executive officer.
About Summit Midstream Partners
Summit Midstream Partners is a value-driven limited partnership
focused on developing, owning and operating midstream energy
infrastructure assets that are strategically located in
unconventional resource basins, primarily shale formations, in the
continental United States. SMLP provides natural gas, crude oil
and produced water gathering services pursuant to primarily
long-term and fee-based gathering and processing agreements with
customers and counterparties in six unconventional resource basins:
(i) the Appalachian Basin, which includes the Utica and Marcellus
shale formations in Ohio and West Virginia; (ii) the Williston
Basin, which includes the Bakken and Three Forks shale formations
in North Dakota; (iii) the Denver-Julesburg Basin, which includes
the Niobrara and Codell shale formations in Colorado and Wyoming;
(iv) the Permian Basin, which includes the Bone Spring and Wolfcamp
formations in New Mexico; (v) the Fort Worth Basin, which includes
the Barnett Shale formation in Texas; and (vi) the Piceance Basin,
which includes the Mesaverde formation as well as the Mancos and
Niobrara shale formations in Colorado. SMLP has an equity
investment in Double E Pipeline, LLC, which is developing natural
gas transmission infrastructure that will provide transportation
service from multiple receipt points in the Delaware Basin to
various delivery points in and around the Waha Hub in Texas. SMLP
also has an equity investment in Ohio Gathering, which operates
extensive natural gas gathering and condensate stabilization
infrastructure in the Utica Shale in Ohio. SMLP is headquartered in
Houston, Texas.
SMLP reported a net loss of $369.83 million for the year ended Dec.
31, 2019, compared to net income of $42.35 million for the year
ended Dec. 31, 2018. As of June 30, 2020, the Company had $2.58
billion in total assets, $1.71 billion in total liabilities, $78.56
million in mezzanine capital, and $796.24 million in total
partners' capital.
* * *
As reported by the TCR on Aug. 11, 2020, S&P Global Ratings raised
its issuer credit rating on Summit Midstream Partners L.P. (SMLP)
to 'CCC' from 'SD'. "We could lower our rating on SMLP if it
announced a restructuring of its general partner's debt or missed
an interest or amortization payment over the next 6 months," S&P
said.
SUN PACIFIC: Noteholder Extends Forbearance Until January 2021
--------------------------------------------------------------
Pursuant to certain Notes issued pursuant to an Indenture of Trust
dated Feb. 7, 2020 and disclosed via a Current Report on Form 8-K
filed with the SEC on Feb. 11, 2019, and all such Amendments as
disclosed on subsequent Current Report on Form 8-K, Medrecycler-RI,
Inc., a wholly owned subsidiary of Sun Pacific Holding Corp., was
informed on Oct. 15, 2020 that the Noteholder agreed to forbear
from taking any remedial action for an Event of Default, absent
additional Events of Default, until the next interest payment is
due pursuant to the Indenture of Trust, Jan. 29, 2021.
About Sun Pacific
Headquartered in Manalapan NJ, Sun Pacific Holding Corp --
http://www.sunpacificholding.com/-- offers "Next Generation" solar
panel and lighting products by working closely with design,
engineering, integration and installation firms in order to deliver
turnkey solar and other energy efficient solutions. It provides
solar bus stops, solar trashcans and "street kiosks" that utilize
advertising offerings that provide State and local municipalities
with costs efficient solutions. The Company provides general,
electrical, and plumbing contracting services to a range of both
public and commercials customers in support of its goals of
expanding its green energy market reach.
Sun Pacific reported a net loss of $1.78 million for the year ended
Dec. 31, 2019, compared to a net loss of $1.77 million for the year
ended Dec. 31, 2018. As of June 30, 2020, the Company had $8.79
million in total assets, $13.87 million in total liabilities, and a
total stockholders' deficit of $5.07 million.
Turner, Stone & Company, L.L.P., in Dallas, Texas, the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated May 20, 2020, citing that the Company has suffered
recurring losses from operations since inception and has a
significant working capital deficiency, both of which raise
substantial doubt about its ability to continue as a going concern.
SUR LA TABLE: Wins Bankruptcy Plan Court Approval After $90M Sale
-----------------------------------------------------------------
Daniel Gill of Bloomberg Law reports that kitchenware retailer Sur
La Table won bankruptcy court approval of its reorganization plan
following a $90 million asset sale to a joint venture by e-commerce
investment firm CSC Generation and Marquee Brands.
Under the plan, approved in an order signed Thursday by Judge
Michael B. Kaplan of the U.S. Bankruptcy Court for the District of
New Jersey, unsecured creditors won't recover more than 0.1% of an
estimated $60 million in claims.
Junior secured pre-bankruptcy lenders should get about 49.3% of
their approximately $40 million asset-backed loans after senior
lenders recover their full $36.8 million term loan, according to
disclosures filed.
About Sur La Table Inc.
Sur La Table, Inc. -- https://www.surlatable.com/ -- is a privately
held retail company that sells kitchenware products, including
cookware, bakeware, kitchen tools, knives, small appliances, dining
and home products, coffee and tea, food, and outdoor cookware.
SLT Holdco, Inc. and affiliate, Sur La Table, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Tex.
Lead Case No. 20-18368) on July 8, 2020. The petition was signed
by Jason Goldberger, chief executive officer.
At the time of the filing, SLT Holdco was estimated to have assets
and liabilities of between $10 million to $50 million. Sur La Table
was estimated to have assets and liabilities of between $100
million to $500 million.
Michael D. Sirota, Esq., Warren A. Usatine, Esq., David M. Bass,
Esq., Jacob S. Frumkin, Esq. of Cole Schotz P.C., serve as counsel
to the Debtors. SOLIC Capital is the Debtors' financial advisor
and investment banker. A&G Realty Partners LLC acts as the
Debtors' real estate advisor. Great American Group, LLC, and Tiger
Capital are the Debtors' sales consultant. Omni Agent Solutions
is
the Debtors' claims and noticing agent.
TAILORED BRANDS: 3 Landlords Join in Objections to Disclosures
--------------------------------------------------------------
Arlona Limited Partnership, Shoppes at Flemington, LLC and Somerset
County Shopping Center (Landlord) objects to and joins the limited
objections filed by other landlords regarding the motion of
Tailored Brands, Inc. and its Debtor Affiliates for entry of an
order approving the Disclosure Statement.
Landlords join and adopt the Limited Objection to the Motion filed
by certain at landlords at docket entry number 766, filed in
response to the Disclosure Statement for the Debtors' Amended Joint
Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy
Code.
Landlords object to the extent the Debtors' are not current with
their postpetition lease obligations to Landlords, and the
disclosure statement fails to describe how the Debtors intend to
cure such post-petition arrears.
Landlords request that the relief sought in the other landlords'
objections be granted to the Landlords, to the extent not
inconsistent the relief requested.
A full-text copy of Landlords' objection to the Disclosure Motion
dated October 2, 2020, is available at https://tinyurl.com/y4wzojw7
from PacerMonitor at no charge.
Attorneys for Landlords:
Joseph H. Lemkin, Esq.
STARK & STARK
Joseph H. Lemkin, Esq. (Atty ID # 05639-1994)
PO Box 5315
Princeton, NJ 08543
Tel: (609) 791-7022
E-mail: jlemkin@stark-stark.com
- and -
KESSLER & COLLINS
HOWARD C. RUBIN
E-mail: hrubin@kesslercollins.com
2100 Ross Avenue, Suite 750
Dallas, Texas 75201
Tel: (214) 379-0722
Fax: (214) 373-4714
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.
TAILORED BRANDS: Class 5(b) Unsecureds to Recover 1.3% in Plan
--------------------------------------------------------------
Tailored Brands, Inc. and its Debtor Affiliates filed a Disclosure
Statement for its Second Amended Joint Plan of Reorganization on
October 8, 2020.
Each holder of Allowed Class 5(a) Moores General Unsecured Claim
shall receive, at the option of the applicable Debtor(s), with the
reasonable consent of the Required Consenting Term Loan Lenders,
either: (i) payment in full in Cash of the due and unpaid portion
of its Allowed Class 5(a) Claim on the later of the Effective Date
(or as soon thereafter as reasonably practicable) or as soon as
practicable after the date such Claim becomes due and payable; (ii)
Reinstatement of such Allowed Class 5(a) Claim; or (iii) such other
treatment rendering its Allowed Class 5(a) Claim Unimpaired. This
class has projected $16.2 million amount of claims and 100%
recovery.
Each holder of an Allowed Class 5(b) Other General Unsecured Claims
shall receive, at the option of each such Holder, either the Class
5(b) Equity Election or the Class 5(b) Cash Election; provided,
that Holders of Allowed Term Loan Deficiency Claims shall not be
eligible to select the Class 5(b) Cash Election and shall receive
the Class 5(b) Equity Election; provided, further, that if any
Holder of an Allowed Class 5(b) Claim selects both the Class 5(b)
Equity Election and the Class 5(b) Cash Election or fails to select
either option, as of the applicable deadline, such Holder shall
receive the Class 5(b) Equity Election; provided, further, that the
aggregate amount paid to all Holders of Allowed Class 5(b) Claims
that select the Class 5(b) Cash Election shall not exceed the Class
5(b) Cash Cap; provided, further, that, in the event the aggregate
amount payable to Holders of Allowed Class 5(b) Claims that select
the Class 5(b) Cash Election would otherwise exceed the Class 5(b)
Cash Cap, such Cash that would have otherwise been distributed to
Holders of Allowed Class 5(b) Claims pursuant to the Class 5(b)
Cash Election shall be reduced on a Pro Rata basis and such Holder
shall instead receive New Equity with a value equal to twice the
Pro Rata reduction of the Holder's Class 5(b) Cash Election. This
Class has $722.7 million projected amount of claims and 1.3%
recovery.
A full-text copy of the Second Amended Disclosure Statement dated
October 8, 2020, is available at https://tinyurl.com/y3yx6o42 from
PacerMonitor 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.
TAILORED BRANDS: Committee Hires Integra Realty as Valuation Expert
-------------------------------------------------------------------
The official committee of unsecured creditors of Tailored Brands,
Inc. seeks authority from the United States Bankruptcy Court for
the Southern District of Texas to retain Integra Realty Resources,
Inc. as real estate appraiser/valuation expert effective as of
September 1, 2020 to provide the Committee real estate appraisal
and expert valuation services.
Integra will be compensated as follows:
a. $1,500 flat fee per Unencumbered Real Property for each
restricted appraisal report prepared by Integra (the "Restricted
Appraisal Flat Fee");
b. If requested by the Committee, $3,500 flat fee per
Unencumbered Real Property for each full appraisal report prepared
by Integra (the "Full Appraisal Flat Fee"); and
c. If necessary and requested by the Committee, to the extent
Integra provides expert testimony concerning the value of the
Unencumbered Real Property, compensation at the standard hourly
rates that are in effect from time to time (the "Hourly
Compensation"). Integra's standard hourly rates, subject to change
from time to time, range from $750 per hour for managing directors
to $50 per hour for clerical staff. Specifically, Michael Welch's
standard hourly rate is $750.
The firm can be reached through:
Michael Welch
INTEGRA REALTY RESOURCES, INC.
7800 East Union Avenue, Suite 400
Denver, CO 80237
Phone: (212) 575-2935
Fax: (646) 424-1869
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.
On August 11, 2020, the Office of the United States Trustee
appointed the Committee pursuant to section 1102 of the Bankruptcy
Code. The Committee tapped Pachulski Stang Ziehl & Jones LLP as
its lead counsel.
TAILORED BRANDS: Court Approves Disclosure Statement
----------------------------------------------------
Judge Marvin Isgur has entered an order that the Disclosure
Statement for Tailored Brands, Inc., et al.'s Second Amended Joint
Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy
Code is approved as providing Holders of Claims entitled to vote on
the Plan with adequate information to make an informed decision as
to whether to vote to accept or reject the Plan.
These dates are established (subject to modification as necessary
or further order of the Court) with respect to the solicitation of
votes to accept or reject the Plan, voting on the Plan, objecting
to the Plan, and confirming the Plan (all times prevailing Central
Time):
* Confirmation Hearing Date will be on November 10, 2020, at
1:30 p.m., prevailing Central Time.
* Plan Objection Deadline will be on November 6, 2020, at 4:00
p.m., prevailing Central Time.
* Voting Deadline will be on November 9, 2020, at 4:00 p.m.,
prevailing Central Time.
* Deadline to File the Confirmation Brief will be on November 9,
2020.
* Deadline to File Voting Report will be on November 10, 2020,
at 12:00 p.m., prevailing Central Time.
* Plan Supplement Deadline will be on the date that is fourteen
(14) days before the Confirmation Hearing Date, or as soon as
reasonably practicable thereafter.
About Tailored Brands
Tailored Brands, Inc., (NYSE: TLRD) is an omni-channel specialty
retailer of menswear, including suits, formal wear 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.
TAILORED BRANDS: David's Bridal Objects to Disclosure Statement
---------------------------------------------------------------
David's Bridal, LLC joins the Objection filed by the Official
Committee of Unsecured Creditors and also objects to the Disclosure
Statement for the First Amended Joint Plan of Reorganization filed
by Tailored Brands, Inc. and its Debtor Affiliates.
David's Bridal objects to the Disclosure Statement because it does
not contain adequate information to allow creditors and investors
to make an informed judgment about the Plan:
* The Disclosure Statement does not reveal the Debtor's ongoing
use of the Data to generate post-petition sales and the resulting
obligation to pay the Fees to David's Bridal.
* Despite filing a valuation report as Exhibit D to the
Disclosure Statement, there is no indication as to what the fair
market value of the New Equity might be for purposes of Plan
voting.
* To the extent that David's Bridal would somehow be barred from
pursuing its post-petition Fees on the basis of the Plan's broad
injunction, release, settlement, and/or exculpatory clauses,
David’s Bridal asserts that such provisions of the Plan should
not in any way bar David's Bridal's rights under the Marketing
Agreement to pursue payment of the Fee or any other post-petition
amounts due.
A full-text copy of David's Bridal objection to the disclosure
statement dated October 1, 2020, is available at
https://tinyurl.com/y6arcl7l from PacerMonitor.com at no charge.
Attorneys for David's Bridal:
MICHAEL BEST & FRIEDRICH LLP
Justin M. Mertz
Christopher J. Schreiber
790 N. Water Street, Suite 2500
Milwaukee, WI 53202
Tel: 414.271.6560
Fax: 414.277.0656
E-mail: jmmertz@michaelbest.com
cjschreiber@michaelbest.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.
TAILORED BRANDS: Toxic Uniform Claimants Oppose Twin Hill Stay
--------------------------------------------------------------
Lauraann Wood of Law360 reports that a lawsuit accusing an American
Airlines contractor of making toxic flight crew uniforms shouldn't
be put on pause simply because its former parent company filed for
bankruptcy, a proposed class of workers argued in Illinois federal
court.
The airline employees told U.S. District Judge John Tharp Jr. that
Twin Hill Acquisition Co. launched an improper request to stay
their proposed class action over allegedly toxic uniforms in light
of its former parent company, Tailored Brands Inc., filing for
bankruptcy in Texas.
Twill Hill asked for an automatic stay of the case under Section
362 of the Bankruptcy Code, but that section applies only to
bankruptcy debtors, which Twin Hill isn't, the workers argued.
Plus, Tailored Brands isn't a party to either Twin Hill's
bankruptcy suggestion or the case in general, they said.
"If Twin Hill is entitled to injunctive relief, its remedy lies
elsewhere — not in § 362," they told Judge Tharp.
Twin Hill's more appropriate path to relief falls under Section 105
of the Bankruptcy Code, which extends automatic stays to claims
against non-debtors, the workers said. And while automatic stays
can be granted to non-debtors under extraordinary circumstances,
"those circumstances are not present here," they argued.
Twin Hill said in its suggestion of bankruptcy that Judge Tharp
should pause the suit because even though Tailored Brands sold the
company about a year ago, the stock purchase agreement effectuating
the sale contractually binds Tailored Brands to defend and
indemnify Twin Hill either at its own expense or the expense of any
applicable insurers.
But the airline workers blasted that contention in their response.
They said the court could apply any of the varying tests to
determine whether he should extend an automatic stay under Section
105, but "the mere fact that a debtor in bankruptcy owes some form
of indemnification to a non-debtor defendant does not trigger the
right to the extraordinary relief which Twin Hill is seeking."
"[C]ontrary to its opaque contention, Twin Hill has not established
an identity of interest between it and Tailored Brands such that a
judgment against Twin Hill will effectively be a judgment against
Tailored Brands," they argued.
The employees' lawsuit claimed American Airlines misrepresented the
safety of flight crew uniforms it introduced in September 2016
while downplaying their concerns, even after receiving numerous
complaints about health issues they experienced from wearing the
uniforms.
The uniforms, made by Twin Hill, caused health problems including
rashes, headaches, hair loss, breathing problems, thyroid
dysfunction, fatigue and chemical sensitivity, according to their
suit. They affected flight attendants, pilots and passenger service
agents who came in contact with them, it claims.
American backpedaled on the uniforms two months later after
receiving thousands of complaints and allowed employees to revert
back to their old uniforms. Within a year, the airline announced it
would cut ties with Twin Hill and picked another uniform supplier,
according to court documents.
Judge Tharp pared the workers' lawsuit down in April 2020, keeping
alive certain state-based workers' compensation, fraud and other
claims in their second amended complaint. However, his ruling
didn't extend to the issue of whether the employees' proposed
classes should be certified.
American pushed for dismissal by arguing state workers'
compensation laws and regimes provide the exclusive remedy for
workplace injuries. But Judge Tharp said there's an exception in
some states — such as Connecticut, Iowa, New York, North
Carolina, Oklahoma and Texas — for workers who can show their
employer was "substantially certain" of the resulting harm.
The judge also said even though American may not have known what
chemical or combination of chemicals would trigger proximity
reactions, the named plaintiffs in those states can pursue their
claims that it knew with "substantial certainty that working in the
close confines of an aircraft would generate enough exposure to
trigger a reaction for those plaintiffs who had previously
experienced and reported proximity reactions."
Counsel for the workers declined to comment Friday, and
representatives for Twin Hill didn't immediately respond to a
request for comment.
The airline workers are represented by Stewart Weltman of Weltman
Law LLC, Warren Burns, Korey Nelson, Charles Gower and Martin
Barrie of Burns Charest LLP, and Pasha Vaziri of Vaziri Law LLC.
Twin Hill is represented by Francis Citera and Caitlyn Haller of
Greenberg Traurig LLP.
American Airlines is represented by Mark Robertson and Susannah
Howard of O'Melveny & Myers LLP and Larry Kaplan and Marnie Holz of
KMA Zuckert LLC.
The case is Thor Zurbriggen et al. v. Twin Hill Acquisition Inc. et
al., case number 1:17-cv-05648, in the U.S. District Court of the
Northern District of Illinois.
About Tailored Brands
Tailored Brands, Inc., (NYSE: TLRD) is an omni-channel specialty
retailer of menswear, including suits, formal wear 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.
TARGET DRILLING: Seeks Court Approval to Hire Bankruptcy Counsel
----------------------------------------------------------------
Target Drilling, Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Pennsylvania to hire William Lauer,
Esq., an attorney practicing in Pittsburgh, Pa., to handle its
Chapter 11 case.
Mr. Lauer will be paid at a hourly rate of $400, with a paralegal
billing rate of $150.
Mr. Lauer disclosed in a court filing that he is a "disinterested
person" as that term is defined by section 101(14) of the
Bankruptcy Code.
Mr. Lauer holds office at:
William R. Lauer, Esq.
P.O. box 10152
Pittsburgh, PA 15237
Telephone: (412) 638-6909
Email: wrl@alleghenycapital.com
About Target Drilling, Inc.
Headquartered in Southwestern Pennsylvania, Target Drilling, Inc.
provides contract directional drilling services to drill horizontal
boreholes from within underground mines and horizontal, vertical
and vertical-to-horizontal boreholes from the surface. Visit
https://www.targetdrilling.com for more information.
Target Drilling sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-22899) on Oct. 9,
2020. Stephen J. Kravits, president and chief executive officer,
signed the petition.
At the time of the filing, Debtor had estimated total assets of
$4,178,464 and total liabilities of $3,014,346.
Judge Thomas P. Agresti oversees the case.
William R. Lauer, Esq., is Debtor's legal counsel.
TG SERENITY: Seeks to Hire Whiteford Taylor as Legal Counsel
------------------------------------------------------------
TG Serenity Wellness, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to hire Whiteford, Taylor &
Preston, LLP as its legal counsel.
The firm will provide the following services to the Debtor:
a. provide the Debtor legal advice with respect to its powers
and duties;
b. represent the Debtor in defense of any proceedings
instituted to reclaim property or to obtain relief from the
automatic stay under the Bankruptcy Code;
c. prepare legal papers and appear on the Debtor's behalf in
proceedings;
d. assist the Debtor with the sale of its assets;
e. assist the Debtor in the preparation of schedules,
statement of financial affairs, and any amendments;
f. assist the Debtor in the preparation of a plan that
complies with the provisions of Subchapter V;
g. assist the Debtor with other legal matters; and
h. perform all of the legal services for the Debtor.
The firm received a retainer of $3,000 prior to the petition date.
Whiteford Taylor will be compensated on an hourly basis for
professional services rendered and will receive reimbursement for
work-related expenses incurred.
Whiteford Taylor is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code, according to a
court filing.
The firm can be reached through:
Dennis J. Shaffer, Esq.
Whiteford, Taylor & Preston, LLP
7 Saint Paul Street
Baltimore, MD 21202-1636
Telephone: (410) 347-8700
Facsimile: (410) 752-7092
Email: dshaffer@wtplaw.com
About TG Serenity Wellness, LLC
TG Serenity Wellness, LLC, an Owings Mills, Md.-based corporation,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Md. Case No. 20-18801) on Sept. 28, 2020. TG Serenity Wellness
president Tyrone Stephenson signed the petition.
At the time of the filing, Debtor had estimated assets of between
$500,001 and $1 million and liabilities of the same range.
Judge Nancy V. Alquist oversees the case.
Whiteford, Taylor & Preston, LLP is Debtor's legal counsel.
THERMASTEEL INC: Trustee Taps Carla R. Webb as Accountant
---------------------------------------------------------
William E. Callahan, Jr., Trustee for Thermasteel, Inc., seeks
approval from the U.S. Bankruptcy Court for the Western District of
Virginia to retain Carla R. Webb, CPA, P.C. as his accountant.
The Trustee requires the accountant to:
(a) prepare federal and state income tax returns for the
estate,
(b) conduct analyses of financial records to determine the tax
implications of actions by the Trustee, and
(c) provide advice regarding accounting and income tax matters
of the estate.
The normal hourly billing rates for the proposed professional
$150.
Carla R. Webb, CPA, principal of the firm of Carla R. Webb, CPA,
P.C., attests that neither she nor the firm holds or represents any
interest adverse to the interest of the estate.
The firm can be reached through:
Carla R. Webb, CPA
CARLA R. WEBB, CPA, P.C.
160 Whitham Drive
Gore, VA 22637
Tel: (540) 342-1670
About Thermasteel Inc.
Thermasteel, Inc. -- http://www.thermasteelinc.com/-- is a
provider of panelized composite building systems, manufacturing
composite foundation, floor, wall, roof and ceiling panels for
residential, commercial and industrial applications. Its
pre-insulated steel framing has been used in large military housing
projects in the USA, Germany and Guantanamo Bay, Cuba. Production
facilities are presently located in USA (Virginia, Alaska), and
Russia, with products being shipped via container to many other
countries.
Thermasteel sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Va. Case No. 18-71461) on Oct. 26, 2018. At the
time of the filing, the Debtor estimated assets of $1 million to
$10 million and liabilities of the same range. The case is
assigned to Judge Paul M. Black. The Debtor tapped the Law Office
of Richard D. Scott as its legal counsel.
TIBCO SOFTWARE: Fitch Affirms 'B' LT IDR & Alters Outlook to Neg.
-----------------------------------------------------------------
Fitch Ratings has affirmed TIBCO Software Inc.'s and Balboa
Intermediate Holdings, LLC's Long-Term Issuer Default Ratings (IDR)
at 'B'. The Rating Outlook has been revised to Negative from
Stable. In addition, Fitch has affirmed TIBCO's First Lien Senior
Secured Ratings at 'B+'/ 'RR3' and Second Lien Senior Secured
Ratings at 'B-'/ 'RR5'.
The rating actions reflect Fitch's expectation that Fitch Adjusted
Leverage will remain at the top end of the negative sensitivities
over the next 12-15 months. Fitch notes that recent performance has
been less robust, in part due to pandemic-related headwinds and the
steep decline relative to the license renewal cliff in fiscal 2019.
Additionally, while the accelerated transition away from legacy
products to cloud based data integration exposes TIBCO to greater
competitive pressure, the sizable installed base and the recurring,
high margin maintenance revenue streams continue to provide a
strong base of profitability and FCF generation to support the high
leverage. In addition, Fitch views management's efforts to control
costs and improve the transparency and quality of earnings as
credit positives. Fitch expects near-term results will benefit from
costs savings and implemented operational efficiency actions.
Fitch views the acquisition of True Blue as favorable to TIBCO, as
it expands its data analytics and business intelligence offering
and leverages True Blue's deep vertically focused technology
platform. However, the incremental debt associated with this
acquisition will exacerbate TIBCO's already sizeable interest
burden constraining FCF generation and financial flexibility in the
near term.
The Negative Outlook incorporates Fitch's belief that the high
leverage and modest interest coverage weakly position TIBCO in the
'B' rating category. The Rating Outlook stabilization will focus on
the company's ability to return to strong subscription revenue
growth and bring Fitch Adjusted total leverage below 7.5x. It will
also focus on management's ability to successfully integrate the
True Blue acquisition and achieve the cost savings outlined as part
of this transaction.
To the extent that top-line performance is weaker than anticipated,
or higher costs weigh on operating EBITDA, and this further delay
deleveraging, Fitch would consider a one-notch downgrade of the
ratings to 'B-'.
KEY RATING DRIVERS
Evolving Product Mix: As the inventor of the "information bus",
TIBCO has led the industry in developing on-premise middleware for
20+ years, with a specific focus on large, under $500 million
revenue companies. While Fitch expects a long tail on maintenance
revenues from this installed base, the shift to hybrid cloud
environments expose TIBCO to greater competitive intensity from
cloud-native peers. TIBCO's recent acquisitions have strengthened
its cloud-based offering and are driving subscription growth. Fitch
expects the acquisition of True Blue to be complementary to TIBCO's
data analytics offerings, diversifying revenues away from its
Connect offering.
Migration to Subscriptions to Drive Growth: TIBCO has managed its
shift to a subscription model with limited impact to the topline,
as decline in license and services revenues were historically
offset by the growth in subscription revenues (2016-2020E CAGR of
15%). The impact of pandemic-related shutdowns, combined with the
realignment of the sales force, has accelerated the decline in
license revenues in fiscal 2020, while subscription growth has been
muted. Fitch believes the company will invest in R&D and
acquisitions to drive growth in its subscription-based product
suite, while license and maintenance revenues will remain flat to
down slightly. The acquisition of True Blue further exacerbates
these trends, as they are largely an on-premise provider with a
similar license/maintenance/subscription revenue breakdown.
Recurring Revenues Complemented by High Renewal Rates: Over 70% of
TIBCO's revenues are recurring in nature, and projected to grow to
~78% of revenues. The company generates over 50% of its revenue
from maintenance services, which are stable and more resilient than
license fees. With a 95%+ renewal rate across 10,000+ customers,
these maintenance revenues are expected to account for the majority
of TIBCO's revenues over the rating horizon. The subscription
segment (19% of revenues) has contracts that typically range from
one to three years in length with renewal rates that vary from 90%+
for products like Spotfire, and in the mid-80s for newer offerings.
True Blue has gross retention rates of almost 90% with 70%
recurring revenues
High Leverage: TIBCO's 'B' rating is reflective of its leverage
profile despite its scale and recurring revenue characteristics.
With $3.1 billion of total debt, pro forma LTM gross leverage of
7.5x and interest coverage of under 2x, Fitch believes TIBCO's
financial flexibility is constrained. Fitch expects TIBCO to
strategically make debt-funded acquisitions to expand capabilities
and market share in the analytics segment.
Solid FCF, Stable Profitability: Recent cost containment measures,
combined with the shift from lower margin staff augmentation
projects, have raised pro forma EBITDA margins to the mid-30
percent range. Despite the high interest burden, Fitch expects FCF
margins will remain in the high single-digit range over the rating
horizon, also reflecting the lower change in deferred revenue
generated in a subscription model.
Secular Tailwinds: Unprecedented growth in mobile technologies, big
data, cloud services and the connected devices that comprise
Internet of Things (IoT), has changed consumer behavior and
transformed the dynamics of business. According to research by
Gartner, worldwide growth from 2016-2022 for TIBCO's focus sectors
is expected to range from 7% (app infrastructure/middleware and
analytics) to 18% for cloud services.
DERIVATION SUMMARY
TIBCO's ratings are supported by the company's mature technology
platforms, which result in a stable customer base, highly recurring
revenues and strong FCF generation. However, the transition from
legacy middleware licenses to subscription-based
Interconnect/Augment products is likely to limit overall revenue
growth in the near term.
Fitch views the acquisition of True Blue as favorable to TIBCO, as
it expands its data analytics and business intelligence offering,
diversifying revenues away from the legacy InterConnect business.
However, True Blue is largely an on-premise product, and further
behind its transition to a cloud-based offering, creating some
execution risk. The incremental debt associated with this
acquisition will exacerbate TIBCO's already sizeable interest
expense burden constraining FCF generation and financial
flexibility.
Additionally, Fitch expects management to use M&A as a strategy to
expand capabilities and offerings for its Unity and Augment
analytics platforms, which are likely to result in leverage
remaining elevated above the 7x range over the rating horizon.
KEY ASSUMPTIONS
-- Revenue growth in the 30% range in fiscal 2021 to reflect the
full-year impact of the True-Blue acquisition. Fitch expects
organic revenues to remain flat over the rating horizon.
-- Fitch expects TIBCO will make tuck-in acquisitions to enhance
its digital product offerings;
-- Adjusted EBITDA margins to stabilize in the high 30% range, in
line with other mature software players and reflecting the impact
of the proposed cost savings initiatives;
-- The company is expected to generate FCF margins in the high
single digits annually over the rating horizon.
The recovery analysis assumes a going concern EBITDA that is
approximately 30% lower relative to pro forma LTM Aug. 30, 2020
EBITDA, assuming a combination of revenue decline and margin
compression in a distress scenario. Fitch applies a 6.5x multiple
to arrive at an enterprise value (EV) of $2.0 billion. The multiple
is higher than the median Telecom, Media and Technology EV
multiple, but is in line with other similar companies that exhibit
strong FCF characteristics. In the 21st edition of Fitch's
Bankruptcy Enterprise Values and Creditor Recoveries case studies,
Fitch noted nine past reorganizations in the Technology sector with
recovery multiples ranging from 2.6x to 10.8x. Of these companies,
only three were in the Software sector: Allen Systems Group, Inc.;
Avaya, Inc.; and Aspect Software Parent, Inc., which received
recovery multiples of 8.4x, 8.1x and 5.5x, respectively. The 6.5x
multiple reflects Fitch's positive view of the stability of TIBCO's
platform and recent public company transactions in this sector that
have occurred at attractive multiples of up to 10x revenue (Apigee,
Mulesoft).
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- (CFO-Capex) / Total Debt with Equity Credit ratio trending
toward 8%;
-- Fitch's expectation for continued strength in subscription
revenue growth, outpacing declines in license/maintenance/service
revenues;
-- Expectations for gross leverage to sustain under 6.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Fitch's expectation that (CFO-Capex)/Total Debt With Equity
Credit ratio sustaining below 3%;
-- Fitch's expectation for sustained negative organic revenue
growth;
-- Expectations for gross leverage to sustain above 7.5x;
-- FFO Interest Coverage sustained below 1.3x.
Factors that could, individually or collectively, stabilize the
Rating Outlook:
-- (CFO-Capex) / Total Debt with Equity Credit ratio sustaining
above 3%;
-- Fitch's expectation for sustained organic subscription revenue
growth, and stabilization of license / service revenues;
-- Gross leverage sustaining below 7.5x.
LIQUIDITY AND DEBT STRUCTURE
Strong Liquidity: Fitch believes TIBCO has strong liquidity
supported by $302.5 million of cash on hand as of Aug. 30, 2020,
and full availability under its $125 million revolving credit
facility. Pro forma for this transaction, the Company will have
over $70 million of cash on hand. Over the rating horizon, the
company is projected to generate FCF margins the high single digit
range. TIBCO also benefits from modest capex and low working
capital requirements. The company has no material maturities till
fiscal 2026, when the senior secured term loans come due.
ESG Considerations:
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3 - ESG issues are credit
neutral or have only a minimal credit impact on the entity, either
due to their nature or the way in which they are being managed by
the entity.
TNP 3745: Seeks to Hire Shulman Bastian as Bankruptcy Counsel
-------------------------------------------------------------
TNP 3745 Pentagon Blvd., LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Shulman Bastian Friedman & Bui LLP as its bankruptcy counsel.
The firm will render the following services to the Debtor:
1. advise the Debtor with respect to its rights, powers,
duties and obligations;
2. advise and assist the Debtor with respect to compliance
with the requirements of the Office of the United States Trustee;
3. advise the Debtor regarding matters of bankruptcy law;
4. represent the Debtor in any proceedings or hearings in the
Bankruptcy Court related to bankruptcy law issues;
5. conduct examinations of witnesses, claimants, or adverse
parties and assist in the preparation of reports, accounts and
pleadings;
6. advise the Debtor regarding its legal rights and
responsibilities;
7. assist the Debtor with respect to refinancing the real
property located at 3745 Pentagon Blvd., Beavercreek, Ohio; and
8. perform any and all other legal services to the Debtor.
The firm's current hourly billing rates are as follows:
Attorneys Hourly Rate
Leonard M. Shulman $675
James C. Bastian, Jr. $675
Alan J. Friedman $675
J. Ronald Ignatuk $595
Gary A. Pemberton $595
Franklin J. Contreras $550
Lynda T. Bui $495
Shane M. Biornstad $495
Kiara W. Gebhart $495
Melissa Davis Lowe $495
Ryan O'Dea $495
Rika M. Kido $450
Jai H. Kim $425
Bryan Whitmer-Cabrera $400
Brandon J. Iskander $350
Sarah M. St. John $275
Paralegals
Lorre Clapp $250
Pamela G. Little $250
Erlanna L. Lohayza $250
Lori Gauthier $250
Anne Marie Vernon $195
Tammy Walsworth $195
Tonia Mann-Wooten $185
Joyce Cheng $300
Of Counsel
A. Lavar Taylor $675
Jeffrey W. Broker $595
Michael J. Petersen $595
Law Clerks
Sarah Spitzer $150
The firm is a "disinterested person" as that term is defined in
Bankruptcy Code Section 101(14), according to court filings.
The firm can be reached through:
Leonard M. Shulman, Esq.
Shulman Bastian Friedman & Bui LLP
100 Spectrum Center Drive, Suite 600
Irvine, CA 92618
Telephone: (949) 340-3400
Facsimile: (949) 340-3000
Email: LShulman@shulmanbastian.com
About TNP 3745 Pentagon Blvd., LLC
Based in Irvine, Calif., TNP 3745 Pentagon Blvd., LLC is engaged in
activities related to real estate.
TNP 3745 Pentagon Blvd. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-12686) on September
25, 2020. The petition was signed by Anthony W. Thompson, officer
of managing member of TNP 3745 Pentagon Blvd., LLC.
At the time of the filing, Debtor had estimated assets of between
$10 million and $50 million and liabilities of the same range.
Judge Scott C. Clarkson oversees the case.
Shulman Bastian Friedman & Buii LLP is Debtor's legal counsel.
TOWN SPORTS: Gets Final Court Approval to Tap $32 Mil. Loan
-----------------------------------------------------------
Josh Saul of Bloomberg News reports that Town Sports International
Holdings Inc., the owner of the New York Sports Clubs and Lucille
Roberts gyms, got final approval to tap a $32 million
debtor-in-possession loan to fund ongoing operations and a sale
process for its assets. The DIP lender is an entity affiliated
with Tacit Capital LLC. Federal bankruptcy judge Christopher S.
Sontchi entered the ruling October 16, 2020.
According to a court filing, Tacit is working with a group of the
debtor's prepetition term lenders to submit a stalking horse bid.
About Town Sports International
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 to Hire Dennis Gartland as Accountant
----------------------------------------------------------
Traverse City Equity Investments, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Michigan to employ
Dennis, Gartland & Niergarth as its accountants.
The services to be rendered by the accountant are:
a. compile data and analysis information necessary to meet the
reporting requirements that will be mandated by the bankruptcy
process, and to meet the requests of various parties related to the
Debtor's restructuring and
reorganization;
b. compile and prepare operational and financial data and
analysis to the Debtor and its counsel to assist in developing a
plan of reorganization and related documents; and
c. provide services, assistance, and other activities that are
required and mutually agreed upon.
The Debtor will be billed at $200 - $300 per hour, which are the
customary rates charged by Dennis Gartland for similar matters.
Dennis Gartland, its members, and officers are "disinterested
persons" within the meaning of section 101(14), according to court
filings.
The firm can be reached through:
Shelly A. Ashmore, CPA
DENNIS, GARTLAND & NIERGARTH
415 Munson Avenue - Suite 201
Traverse City, MI 49686
Phone: 231-946-1722
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.
TRUE RELIGION: Exits Chapter 11 Bankruptcy
------------------------------------------
Iconic apparel brand True Religion successfully emerged from
chapter 11 bankruptcy on October 19, 2020, under a court-approved
plan of reorganization that significantly reduced the Company's
debt and provides the Company with liquidity to execute upon its
growth plans over the next several years. Even amid a global
pandemic, True Religion's strong brand identity enabled the
development and confirmation of a plan of reorganization that paves
the path for its continued success. This could not have been
achieved without its devoted customer base, dedicated employees and
in partnership with its wholesale partners, lenders and vendors.
Michael Buckley, who rejoined the Company as Chief Executive
Officer in November of 2019 to execute the necessary changes to
achieve the Company's full potential across its various channels,
previously served as President of True Religion from 2006 to 2010
during the company's rapid growth phase, commented: "We want to
thank the Company's loyal and diverse customer base, which remained
faithful to the brand both prior to and during the pandemic. We are
incredibly thankful and completely indebted to our customers who
have showed us consistent support during a period that was
challenging in so many ways."
Mr. Buckley continued, "We thank our new management team and all
the Company's employees for their dedicated support in turning this
business around. Although we had to make the very difficult
decision to lower our overall store count and employee base, our
successful emergence from bankruptcy as a stronger company is a
testament to the contribution of all of our employees throughout
the brand's history. The reorganization has allowed the company to
reduce its operating costs and lower its debt load, and emerge a
profitable, lean operating company with a healthy balance sheet.
The path is now clear for True Religion to continue its
reinvigoration of its iconic American brand."
Collaboration from lenders and other vendor partners in the
bankruptcy case also proved pivotal. Simon Property Group, the
landlord on a substantial number of True Religion's retail stores,
was an essential partner in the Company's reorganization. True
Religion's lenders, including Farmstead Capital Management and
Crystal Financial, also worked tirelessly to reach an agreement and
facilitate the company's turnaround. "We are grateful for the
tremendous support and collaboration from Simon Property, Farmstead
Capital Management, and Crystal Financial, among others, without
whose partnership and belief in True Religion's prospects we would
not be embarking on this exciting next chapter in the Company's
journey."
About True Religion Apparel
Founded in Los Angeles, Calif., in 2002, True Religion Apparel,
Inc. and its affiliates design, market, sell and distribute premium
fashion apparel centered on their core denim products using the
brand names "True Religion" and "True Religion Brand Jeans." The
companies' products are distributed through wholesale and retail
channels and through the website at http://www.truereligion.com/
On a global basis, the companies had 87 retail stores and over
1,000 employees as of April 13, 2020.
True Religion Apparel and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
20-10941) on April 13, 2020. At the time of the filing, Debtord
disclosed assets of between $100 million and $500 million and
liabilities of the same range.
Judge Christopher S. Sontchi oversees the cases.
The Debtors tapped Cole Schotz P.C. as legal counsel; Akin Gump
Strauss Hauer & Feld, LLP as corporate counsel; Province, Inc. as
financial advisor; Retail Consulting Services, Inc. as real estate
advisor; and Stretto as claims and noticing agent. Richard Lynch of
HRC Advisory, LP is Debtors' interim chief financial officer.
US REAL ESTATE: Seeks to Hire Phillips & Thomas as Counsel
----------------------------------------------------------
US Real Estate Equity Builder LLC seeks authority from the United
States Bankruptcy Court for the District of Kansas to hire Phillips
& Thomas LLC as its counsel.
Phillips & Thomas will prepare the bankruptcy forms and schedules,
attend at the Sec. 341 meeting and other court hearings, prepare
the disclosure statement and Chapter 11 plan, client conferences,
file monthly operating reports, phone calls, emails, deal with
creditors, and resolve confirmation issues.
Phillips & Thomas will charge $350 per hour for its services.
Phillips & Thomas will also require reimbursement for its
out-of-pocket expenses.
The firm has received a retainer in the amount of $11,641.50, and a
filing fee of $1,717.
George J. Thomas, a member of Phillips & Thomas LLC, assures the
court that the firm and its members are disinterested parties as
defined in 11 U.S.C Section 101(14).
The firm can be reached through:
George J. Thomas, Esq.
PHILLIPS & THOMAS LLC
5200 W 94th Terrace Suite 200
Prairie Village, KS 66207-2521
Tel: 913-385-9900
About US Real Estate Equity Builder LLC
US Real Estate Equity Builder LLC is primarily engaged in renting
and leasing real estate properties.
US Real Estate Equity Builder LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. of Kan.
Case No. 20-21358) on Oct. 2. 2020. The petition was signed by Sean
Tarpenning, president. At the time of filing, the Debtor estimated
$5,281,000 in assets and $13,985,020 in liabilities. George J.
Thomas, Esq. at PHILLIPS & THOMAS LLC represents the Debtor as
counsel.
VALARIS PLC: Seeks Court Approval to Pay $11M Bonuses to Top Execs
------------------------------------------------------------------
Maria Chutchian of Reuters reports that offshore driller Valaris
PLC is seeking bankruptcy court approval to pay up to $11 million
in bonuses for 12 top executives as it works to effect a
restructuring of its $7 billion debt structure.
The London-based company, represented by Kirkland & Ellis, filed
its motion for the incentive plan on Tuesday in the U.S. Bankruptcy
Court for the Southern District of Texas, where it filed for
Chapter 11 protection in August 2020 following a rig accident and
falling oil prices.
About Valaris PLC
Valaris PLC (NYSE: VAL) provides offshore drilling services. It is
an English limited company with its corporate headquarters located
at 110 Cannon St., London. Visit http://www.valaris.com/for more
information.
On Aug. 19, 2020, Valaris and its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 20-34114).
The Debtors tapped Kirkland & Ellis LLP and Slaughter and May as
their bankruptcy counsel, Lazard as investment banker, and Alvarez
& Marsal North America LLC as their restructuring advisor. Stretto
is the claims agent, maintaining the page
http://cases.stretto.com/Valaris
Kramer Levin Naftalis & Frankel LLP and Akin Gump Strauss Hauer &
Feld LLP serve as legal advisors to the consenting noteholders
while Houlihan Lokey Inc. serves as their financial advisor.
VEREGY CONSOLIDATEED: Moody's Assigns B2 CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
(CFR) and B2-PD probability of default rating (PDR) to Veregy
Consolidated, Inc. Concurrently, Moody's assigned B2 ratings to the
company's proposed $42.5 million senior secured first lien revolver
due 2025, $250 million senior secured first lien term loan due
2027, and $50 million senior secured delayed draw first lien term
loan due 2027. The outlook is stable. This is the first time
Moody's has rated Veregy.
Term loan proceeds combined with new equity from Court Square
Capital Partners will be used to finance the acquisition of a
controlling interest in the company, repay existing debt, cover
related fee & expenses, and provide opening cash to the balance
sheet.
"Veregy occupies a fast-growing niche segment of energy efficiency
services for municipalities, schools, universities and hospitals,
supported by the availability of low-interest, often tax-exempt,
project financing," said Moody's lead analyst Andrew MacDonald.
"While leverage is currently elevated and weexpect future
acquisitions, the company has good prospects for earnings growth
supported by visibility from existing backlog that when combined
with expectations of solid cash flow used for debt repayment
support deleveraging."
Assignments:
Issuer: Veregy Consolidated, Inc.
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Senior Secured Bank Credit Facility, Assigned B2 (LGD3)
Outlook Actions:
Issuer: Veregy Consolidated, Inc.
Outlook, Assigned Stable
RATINGS RATIONALE
Veregy's B2 corporate family rating is constrained by the company's
elevated leverage profile, small scale of approximately $360
million of net revenue, narrow operating focus within the highly
fragmented and intensely competitive energy efficiency space. The
company has a modest geographic footprint, although is considered a
larger player within its niche of municipalities, universities,
K-12 schools, and hospitals (MUSH) customers in the Southwestern,
Mid-Western, and Great Lakes area of the US. The current
low-interest rate environment for financing options (muni bonds,
tax exempt lease programs) available to customers is expected drive
demand. While the company operates under riskier fixed price
contracts, modest customer concentration spread across multiple
projects helps mitigate this risk. Moody's view governance risk as
high as the company is expected to have an aggressive financial
policy consistent with private equity ownerships that includes a
debt funded acquisition growth strategy and potential for future
shareholder dividends. The company also has a limited operating
history and was formed from the combination of six companies since
2017, with the most recent acquisition taking place as recently as
the second quarter of 2020. Pro forma for the transaction, Moody's
adjusted debt-to-EBITDA leverage is 5.7x as of 30 June 2020 and is
expected to improve to 5x during the next 12 to 18 months. Moody's
expects Veregy to maintain good revenue growth in the mid-single
digit percentages despite the coronavirus pandemic as the company
has demonstrated resiliency for energy efficiency improvements
within its MUSH clients.
Preliminary terms in the company's first lien credit agreement
indicate that Veregy can incur incremental facilities up to the
greater of an amount approximate to initial closing EBITDA and 100%
of adjusted EBITDA as defined over the prior four quarter period
prior to issuance, plus an additional amount so long as it is not
greater than the initial closing date first lien net leverage ratio
of 5.2x for secured equivalent debt or, in the case of unsecured
debt, 5.7x. Only wholly owned subsidiaries must provide guarantees;
partial dividend of ownership interest could jeopardize guarantees
subject to limitation by credit agreement. There are no anticipated
"blocker" provisions providing additional restrictions on top of
the covenant carve-outs to limit collateral leakage through
transfers of assets to unrestricted subsidiaries. The asset sale
proceeds prepayment requirement has leverage-based step-downs.
The proposed terms and the final terms of the credit agreement can
be materially different.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that the company's
backlog supports good revenue growth at stable margins such that
the company should generate $20 million of free cash flow in 2021
that will be used for debt repayment and to build liquidity.
Moody's expects leverage to gradually improve towards 5x by the end
of 2021 and for the company to build liquidity from what is
expected to be a low cash balance post-closing.
The ratings could be downgraded if revenue declines or
debt-to-EBITDA rises and is sustained above 6x. A deterioration in
liquidity or free cash flow-to-debt below 5% could also lead to a
downgrade.
Although unlikely at the company's current modest scale, ratings
could be upgraded through consistent earnings growth at current
margins, along with debt-to-EBITDA sustained below 4x, and free
cash flow-to-debt above 10%. Veregy would need to demonstrate good
liquidity and financial strategies consistent with maintaining the
aforementioned metrics.
Headquartered in Phoenix, Arizona, Veregy provides energy
efficiency design and implementation services primarily for
municipalities, universities, K-12 schools, and hospitals. For the
twelve months ended 31 August 2020, the company reported gross
revenues of $341.6 million pro forma for recent acquisitions.
Following the close of this transaction, the company will be
privately held by Court Square Capital Partners.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
VICTORIA TOWERS: Gets Approval to Hire Macco Law as Legal Counsel
-----------------------------------------------------------------
Victoria Towers Development Mezz Corp. received approval from the
U.S. Bankruptcy Court for the Eastern District of New York to hire
Macco Law Group, LLP as its legal counsel.
The firm will provide the following legal services:
(a) advise the Debtor with respect to its rights and duties;
(b) negotiate with creditors to propose a Chapter 11 plan of
reorganization;
(c) prepare, file and serve all necessary court pleadings;
(d) protect the interest of the Debtor before the court and
the Office of the U.S. Trustee; and
(e) perform other legal services to the Debtor in connection
with its Chapter 11 case.
The firm's hourly rates are as follows:
Partners $575
Senior associates $490
Junior associates $425
Paralegals $150
The firm will receive from the Debtor the sum of $7,500 as an
initial retainer.
Peter Corey, Esq., an associate at Macco Law, disclosed in court
filings that the firm, its partners and employees are
"disinterested persons" as that term is defined in section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Peter Corey, Esq.
MACCO LAW GROUP, LLP
2950 Express Drive South, Suite 109
Islandia, NY 11749
Telephone: (631) 549-7900
About Victoria Towers Development Mezz
Victoria Towers Development Mezz Corp., a Flushing, N.Y.-based
company engaged in constructing and managing real properties, filed
a petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Case No. 20-72405) on July 8, 2020. Myint Kyaw, Debtor's managing
member, signed the petition.
At the time of the filing, Debtor disclosed estimated assets of up
to $50,000 and estimated liabilities of $10 million to $50
million.
Judge Robert E. Grossman oversees the case.
Weinberg, Gross & Pergament, LLP is Debtor's legal counsel.
VIRGINIA-HIGHLAND: Hudson Grille Sandy Springs Seeks Chapter 11
---------------------------------------------------------------
Chris Fuhrmeister of Atlanta Business Chronicle reports that
Atlanta-based hospitality group Metrotainment Cafes, which operates
Hudson Grille at 6317 Roswell Rd. in Sandy Springs, filed for
Chapter 11 bankruptcy protection in U.S. Bankruptcy Court in the
Northern District of Georgia on Oct. 13, 2020. In Chapter 11, a
business continues to operate while an attempt is made to
reorganize its debts.
Metrotainment's most recent tax filing for Hudson Grille Sandy
Springs shows a business income loss of $438,743 in 2018. The
company's partners' capital account was in the red $2,165,587.
Hudson Grille Sandy Springs has fewer than 50 creditors, according
to court documents. Its estimated assets are between $100,001 and
$500,000, and its estimated liabilities are between $1,000,001 and
$10,000,000.
The restaurant's largest listed debt was for $158,214 in rent owed
to an affiliate of Stream Realty Partners LP. It owed $112,983 to
Chicago-based Gordon Food Service Inc. Each remaining listed debt
amounted to $6,333.86 or less.
"The Hudson Grille Sandy Springs is well established in the local
community," reads the initial court filing. "It serves a wide
variety of food and drink offerings, including, among other things,
burgers, steaks, fresh seafood, wings and a large selection of
draft beers. In addition, it is known as one of the top sports bars
in the area."
Metrotainment also operates Hudson Grille locations in downtown
Atlanta, Midtown, Kennesaw and Tucker. A Little Five Points outpost
is forthcoming. Metroitainment previously operated Hudson Grille
and a soccer-centric offshoot called Hudson FC in Brookhaven.
Hudson FC closed in October 2019, and Hudson Grille Brookhaven
followed suit this past March.
In addition to Hudson Grille, Metrotainment Cafes' restaurant
properties include Einstein's, Joe's on Jupiter, Metrotainment
Bakery and Sugar Shack. Epic Events Catering is under the
Metrotainment umbrella as well.
It is unclear if any other Metrotainment businesses will be
affected by the bankruptcy. The company did not respond to a
request for comment.
About Hudson Grille Sandy Springs
Virginia-Highland Restaurant, LLC, and Restaurant 104 LLC operate
the Hudson Grille restaurant located in Sandy Springs, Georgia.
Virginia-Highland Restaurant sought Chapter 11 protection (Bankr.
N.D. Ga. Case No. 20-70718) on Oct. 13, 2020. Restaurant 104
sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 20-70720) on
Oct. 13, 2020. Jeffrey Landau, the manager of Restaurant 104 and
the manager of Metro Cafes Management, LLC, the sole manager of
Virginia-Highland, signed the petitions.
Each Debtor was estimated to have $100,000 to $500,000 in assets
and $1 million to $10 million in liabilities.
The Debtors tapped SCROGGINS & WILLIAMSON, P.C., led by J. Robert
Williamson, as counsel.
VIVUS INC: Nov. 5 Hearing on Bid Procedures for All Business Assets
-------------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware will convene a hearing on Nov. 5, 2020 at
10:00 a.m. (ET) to consider the bidding procedures proposed by
VIVUS, Inc. and its affiliates in connection with the auction sale
of their business.
The Objection Deadline is Oct. 30, 2020 at 4:00 p.m. (ET).
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Dec. 23, 2020 at 4:00 p.m. (ET)
b. Initial Bid: The Minimum Overbid Amount for all Assets in
the aggregate, whether in one or a combination of Qualified Bids,
shall be $1 million.
c. Deposit: 5% of the Purchase Price proposed
d. Auction: The Auction will be conducted virtually on Dec.
29, 2020 pursuant to a notice to be timely filed by the Debtors on
the Court's docket, or at such other time and location as
determined by the Debtors, in consultation with the Consultation
Parties, after providing notice to the Qualified Bidders and Notice
Parties, in their reasonable business judgment.
e. Bid Increments: The Debtors have the right to increase or
decrease the Minimum Overbid Amount at any time during the Auction.
f. Sale Hearing: Jan. 12, 2021 at TBD (ET)
g. Sale Objection Deadline: Dec. 31, 2020 at 12:00 p.m. (ET)
The Sale will be free and clear of any liens, claims, encumbrances,
or interests.
Within two business days after entry of the Bidding Procedures
Order, the Debtors will file with the Court, serve on the Sale
Notice the Sale Notice Parties.
In connection with a Sale Transaction, the Debtors may seek to
assume and assign to the Successful Bidder(s) certain Contracts and
Leases. The Cure Objection Deadline is Dec. 31, 2020 at 12:00 p.m.
(ET).
The Order will be immediately effective and enforceable upon its
entry.
A copy of the Bidding Procedures is available at
https://tinyurl.com/yxbs6nco from PacerMonitor.com free of charge.
About Vivus Inc.
Vivus Inc -- https://www.vivus.com/ -- is a biopharmaceutical
company committed to the development and commercialization of
innovative therapies that focus on advancing treatments for
patients with serious unmet medical needs. VIVUS has three
approved therapies and one product candidate in clinical
development. Osymia (phentermine and topiramate extended release)
is approved by FDA
for chronic weight management. The Company commercializes Qsymia in
the U.S. through a specialty sales force supported by an internal
commercial team and license the commercial rights to Qsymia in
South Korea. VIVUS was incorporated in 1991 in California and
reincorporated in 1996 in Delaware. As of the Petition Date, VIVUS
is a publicly traded company with its shares listed on the Nasdaq
Global Market LLC under the ticker symbol "VVUS." The Company
maintains its headquarters in Campbell, California.
Vivus Inc and three of its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
20-11779) on July 7, 2020. The petitions were signed by Mark Oki,
chief financial officer. The Hon. Laurie Selber Silverstein
presides over the cases.
As of May 31, 2020, the Debtors reported total assets of
$213,884,000 and total liabilities of $281,669,000.
Weil Gotshal & Manges LP serves as general counsel to the Debtors,
while Richards, Layton & Finger, P.A. acts as local counsel to the
Debtors. Ernst & Young is the Debtors' financial advisor, and
Piper Sandler Companies acts as investment banker. Stretto is
claims and noticing agent to the Debtors.
WAVE COMPUTING: Files Dual-Track Chapter 11 Bankruptcy Plan
-----------------------------------------------------------
Leslie A. Pappas of Bloomberg Law reports that bankrupt artificial
intelligence technology developer Wave Computing Inc. filed a
dual-track Chapter 11 plan that would shed $44 million of debt in a
corporate restructuring or sell its assets to repay creditors.
The proposed restructuring would set aside $500,000 in a litigation
trust for unsecured creditors and hand control of the company to
Tallwood Technology Partners LLC, a pre-petition lender that's
providing Wave's $27.9 million bankruptcy financing.
The Santa Clara, Calif.-based company, which focuses on machine
learning and is developing voice recognition software, filed its
plan Thursday with the U.S. Bankruptcy Court for the Northern
District of California.
About Wave Computing
Wave Computing, Inc. is a Santa Clara, Calif.-based company that
revolutionizes artificial intelligence (AI) with its dataflow-based
solutions. For more information, visit https://wavecomp.ai
Wave Computing and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Cal. Lead Case No. 20 50682)
on April 27, 2020.
At the time of the filing, Debtors had estimated assets of between
$1 million and $10 million and liabilities of between $50 million
and $100 million.
Judge Elaine M. Hammond oversees the cases.
Debtors have tapped Sidley Austin, LLP as their bankruptcy counsel,
Affeld Grivakes LLP as conflict counsel, Paul Weiss Rifkind Wharton
& Garrison LLP as special counsel. Lawrence Perkins, chief
executive officer of SierraConstellation Partners LLC, is Debtors'
chief restructuring officer.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on May 18, 2020. The committee is represented by Hogan
Lovells US, LLP.
WELLFLEX ENERGY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Wellflex Energy Partners Fort Worth, LLC
500 Randall Street
Rhome, TX 76078
Business Description: Founded in 2006, Wellflex Energy Partners
Fort Worth, LLC -- https://www.wellflex.com
-- manufactures oil & gas field equipment.
The Company utilizes the latest in design
technology to assist in detailed
engineering, fabrication, and project
management to provide its customers with
most efficient, fit for purpose equipment.
Chapter 11 Petition Date: October 22, 2020
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 20-43267
Judge: Hon. Edward L. Morris
Debtor's Counsel: Stephen A. McCartin, Esq.
FOLEY & LARDNER LLP
2021 McKinney Avenue, Ste. 1600
Dallas, TX 75201
Tel: (214) 999-3000
Email: smccartin@foley.com
Debtor's
Financial
Advisor: GREY LIGHT ADVISORY, LLC
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Nick Klaus, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/HOMPAPI/Wellflex_Energy_Partners_Fort__txnbke-20-43267__0001.3.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/G3TS3CQ/Wellflex_Energy_Partners_Fort__txnbke-20-43267__0001.0.pdf?mcid=tGE4TAMA
WESTERN ROBIDOUX: Modifies HQ Lease from Burri Properties
---------------------------------------------------------
Western Robidoux, Inc., asks the U.S. Bankruptcy Court for the
Western District of Missouri to authorize it to modify the lease of
its headquarters and principal location at 4006 South 40th Street
in St. Joseph, Missouri from Burri Properties, LLC.
Burri Properties has a single member, Connie Burri, who is also the
Debtor's president, CEO, and largest shareholder. The Lease
between the Debtor and Burri Properties is a triple net lease with
a 10-year term which expires on July 2024 at a monthly rate of
$16,000. When the Debtor's case commenced, the lease was $435,000
in arrears. The Lease remains in effect and has not expired or
otherwise been terminated. It is a lease subject to assumption or
rejection under section 365 of the Bankruptcy Code.
Burri Properties has recently been approached by a third party that
wishes to lease a portion of the Leasehold. The Portion the third
party is interested in is unoccupied lawn by the building where the
Debtor conducts its business. The Portion is not used by the
Debtor and a third party's use of the Portion will not interfere
with its use of the remainder of the Leasehold.
Burri Properties has informed the Debtor that it has been offered a
20-year lease for the Portion. The potential lessor has proposed a
$20,000 down payment, along with annual lease payments which will
begin at $4,800 and increase by 5% every five years.
In order to permit Burri Properties to enter into a lease of the
Portion with the third party, it has offered to pay the Debtor
$4,000 and to reduce its annual rent for the Leasehold by $4,800
for the remaining term of its lease.
Pursuant to Sections 105 and 363 of the Bankruptcy Code and Rules
2002 and 6004 of the Federal Rules of Bankruptcy Procedure, the
Debtor asks that the Court approves the modification of its Lease
to remove the Portion from its Leasehold in exchange for the
payment of $4,000 by Burri Properties and the reduction of its
annual rent under the Lease by $4,800. It thinks the proposal to
amend its Lease is fair and in its business interests.
In light of the current circumstances and, the Debtor believes that
in order to maximize value, any approval of the modification of the
Lease be final when made. Accordingly, it asks that an order
approving the modification of the Lease be effective immediately
upon entry of such order and that the 14-day stay under Bankruptcy
Rules 6004(h) be waived.
A copy of the Lease Contract is available at
https://tinyurl.com/yxgje35f from PacerMonitor.com free of charge.
About Western Robidoux
Western Robidoux Inc. is a family-owned commercial printing and
fulfillment company in St. Joseph, Missouri, run by the Burri
family for more than 40 years. Western Robidoux sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No.
19-50505) on Oct. 19, 2019. At the time of the filing, the Debtor
disclosed assets of between $1 million and $10 million and
liabilities of the same range. The case is assigned to Judge Brian
T. Fenimore. The Debtor is represented by Victor F. Weber, Esq.,
at Merrick, Baker & Strauss, P.C. The Debtors hired Liechti,
Franken & Young as its accountant.
WEWORK COMPANIES: Fitch Cuts LongTerm IDR to 'CCC'
--------------------------------------------------
Fitch Ratings has downgraded WeWork Companies LLC and The We
Company's Long-Term Issuer Default Ratings (LT IDR) by one notch to
'CCC' from 'CCC+'. Fitch has also downgraded WeWork LLC's Senior
Unsecured Notes issue rating two notches to 'CC'/'RR6' from
'CCC'/'RR5', resolving the issue-level Rating Watch Negative.
The downgrade reflects Fitch's concern over the viability of
WeWork's business model in light of a potential lasting shift by
companies to a hybrid office model that leads to permanently lower
office space demand. While WeWork has made material progress to
reduce its cash burn rate, in a scenario where demand is
structurally lower, Fitch sees WeWork as potentially requiring
additional liquidity sources inclusive of and beyond the full $3.3
billion SoftBank financing commitment. Fitch will continue to
assess WeWork's progress towards achieving operational metrics that
are consistent with the company's stated goal to achieve positive
FCF in conjunction with the overall office demand environment and
update its credit assessment accordingly.
KEY RATING DRIVERS
Liquidity and Funding Plan: Fitch estimates WeWork has reduced its
cash burn rate from about $4 billion in 2019 to approximately $2.5
billion in 2020. Fitch sees the company meeting that through
freeing up of about $800 million in cash collateral for the
terminated 2019 credit and LOC facilities, assumed total borrowings
of $1.2 billion, and the impact of delayed capital spending and
improved tenant improvement allowance collections in conjunction
with consolidated net divestiture proceeds.
Under its base case expectation for 2021 absent a second
coronavirus wave and/or structurally lower office demand, Fitch
sees WeWork's burn rate declining to about $900 million, funded by
an additional draw on the SoftBank unsecured notes. Thereafter,
Fitch sees the company attaining modestly positive FCF in 2022.
Fitch's base case is more conservative than WeWork's by assuming a
weaker overall flexible workspace demand environment along with a
more elongated timeline to achieve functional expense savings.
Under Fitch's base case Fitch doesn't expect WeWork will need to
draw on SoftBank's committed senior secured notes, although Fitch
does assume this facility to be fully drawn in a recovery scenario
given the absence of limitations on its use in approaching
distress.
Under a scenario where there is a second wave and/or structurally
lower office demand Fitch sees cash burn of about $1.5 billion in
each of 2021 and 2022 necessitating additional liquidity, the
availability of which is highly uncertain. While SoftBank has
consistently provided additional funding sources and operational
support, it is unclear that further funding would be available in a
distressed scenario.
Business Plan Sustainability: While the coronavirus pandemic has
adversely affected WeWork's business in the near term, it has
allowed management to negotiate exits from fitting out a
significant number of additional desks due to a surge in leases
signed in anticipation of the IPO. Fitch expects the company will
exit from a substantial number of locations in some form, the
majority of which are pre-opened with the balance locations that
have not performed or are no longer in strategic locations. This
addresses the likely meaningful portion of desks that were to be
built out in non-gateway/tier 1 cities and in geographic locales
that the company is no longer targeting to expand in.
Fitch believes the company's negotiation position substantially
reduces the risk of having to walk from committed leases which
special purpose entity structures theoretically allow, a move which
would severely harm WeWork's reputation and destabilize its
business model. WeWork's current CEO Sandeep Mathrani possesses
deep experience with the company's corporate landlords given his
prior role as CEO of Brookfield Properties. However, WeWork's
executive ranks continue to experience meaningful turnover.
Additionally, while WeWork's negotiating position is strengthened,
its business may face sustainability challenges to the extent there
is a second wave or permanently lower office demand, particularly
in gateway cities where WeWork derives a significant portion of its
revenue, due to changing workplace habits, the viability of public
transit and the availability and broad willingness to accept a
vaccine.
Execution Risk: Beyond the questions of sustainability in a
post-coronavirus environment, successful execution of WeWork's
financial plan, in Fitch's view, continues to hinge upon reducing
corporate overhead from about 80% of revenue in 2019 to a lower
double-digit percentage over the next few years. Headcount declined
sharply in 2019 from 12,500 that the company employed as of the 2Q
of that year to 11,100. Additionally, WeWork conducted another
large restructuring in 2020, and while the headcount has not been
disclosed in 2020, Fitch believes it has declined materially
further. Total functional expense as a percentage of revenue
declined to 49% of revenue in 1Q20 and 43% in 2Q20 reflecting the
company's solid progress.
Importantly, Fitch is no longer concerned the company may be
delaying tough decisions for a future IPO or other capital raising
transaction that would potentially imperil the ability to withstand
near-term downside risk. Additionally, while Fitch believes
WeWork's business plan will have to see both average revenue from
per physical member (ARPPM) and occupancy increases from current
levels, Fitch believes this will occur somewhat naturally as
workplaces begin to normalize from the depths of coronavirus
lockdowns and WeWork pulls back from international geographies with
substantially lower relative membership rates. However, these
assumptions are subject to a normalized return to work, which may
be questionable.
Enterprise and Market Risk: Fitch's prior concern that enterprises
could become hesitant to enter into membership agreements with
WeWork, potentially destabilizing the business, appears to be
somewhat ameliorated in the near term. Enterprise members
constituted 48% of memberships as of June 1, 2020 compared with 40%
a year earlier. Large companies appear open to using WeWork
facilities to meet a distributed workforce and decrease density.
However, the increase in enterprise memberships as a percentage of
total members is also likely skewed by a meaningful decrease in
small firms which either have more quickly transitioned to a work
from home stance or ceased to exist. Moreover, enterprises could
seek to not renew their agreements to the extent there is a second
wave or permanently lower office demand.
Additionally, while Fitch's previous concern that a reduction in
leasing demand by WeWork would lead to downward pressure on rents
in key gateway cities where WeWork is a major private tenant,
reducing the potential relative attractiveness of a WeWork lease
has not come to bear, and office rents have declined materially due
to the coronavirus pandemic. Relative attractiveness of the WeWork
model may be less relevant in a scenario where office demand is
structurally lower. Additionally, Fitch is concerned that hallmarks
of WeWork's model of open environments, lack of permanent desks in
many cases and much higher than typical density, may no longer be
viable for the near- to medium-term pending wide availability and
acceptance of a vaccine and a return to major urban centers by a
significant portion of office workers.
Recovery and Notching: Fitch's recovery analysis assumes that
WeWork would be considered a going-concern in bankruptcy and that
the company would be reorganized rather than liquidated. Under its
recovery scenario, Fitch assumes 40% of domestic leases and 60% of
nondomestic leases default together comprising approximately $22
billion of future remaining rental payments due. Guarantor and
non-guarantor leases are approximately proportional to their
estimated percentage of revenue. Assumed rejected operating lease
claims totaling approximately $1.1 billion less cash security would
be pari passu with the senior unsecured notes in addition claims
under associated corporate guarantees and surety bonds. Fitch
assumes WeWork has fully drawn the availability under its $2.2
billion senior unsecured notes and $1.1 billion senior secured
notes. Fitch also assumes $42 million of other loans as of June 30,
2020, pro forma to disclosed repayment related to company aircraft,
are senior secured claims.
As described in further detail, Fitch estimates WeWork's going
concern EBITDA by assuming the guarantor's 75% portion of an
estimated normalized 33% location gross margin on $3 billion of
revenue or approximately $750 million, reduced by an estimate of
normalized, restructured overhead expense of approximately $200
million, reflecting a substantially smaller footprint of continuing
operations. Fitch uses a 5x multiple, at the lower end of the 4x-7x
range of emergence multiples observed in past restructurings. This
reflects the potential that WeWork's market position and brand is
in distress and compromised permanently and that the flexible
workspace market experiences sustained structural demand declines
due to the coronavirus. Additionally, Fitch assumes a proportion of
value after associated claims exists from JV locations
approximately equal to $250 million is available. After assumption
of a 10% administrative claim, the distribution of value yields a
recovery ranked in the 'RR6' category for the rated senior
unsecured notes.
DERIVATION SUMMARY
Fitch considers WeWork's profile to be most aligned with business
services companies, given the nature of its value proposition as
essentially a services platform targeted at businesses of all
sizes. WeWork's rating reflects a combined consideration of
business and financial profile rating factors (consistent with the
factors associated with Fitch's Business Services Ratings
Navigator), both on a current and prospective basis given its
relatively early stage of development as a company.
On the business profile side, Fitch sees WeWork's now potentially
diminished market position and scale, diversification, execution
and expertise as consistent with the 'BB' ratings category or lower
rated business services peers. WeWork compares somewhat favorably
on several dimensions within these factors including its global
brand, market position among shared workspace providers, scale, and
moderately diversified range of services with the opportunity to
expand along with a diverse spectrum of end-markets both from
business size, industry vertical and increasing geography basis.
Fitch now sees WeWork's contracted income and renewal risk as
consistent with the 'B' rating category due to its membership
agreements being short term, and the potential for sustained work
from home across both small, medium and large enterprises. Indeed,
WeWork is exposed to meaningful insourcing risk due to a permanent
change in workplace habits, particularly, although enterprise
clients may seek additional flexibility for their real estate, to
the extent enterprise customers do not perceive significant
continuity risk in WeWork.
With regards to WeWork's financial profile, Fitch sees WeWork's
near-term profitability and financial structure as consistent with
the lower end of 'B' to 'CCC' rating category peers, reflecting a
worsening over time. Fitch's prior expectation that WeWork's
specific credit metrics are subject to greater uncertainty over the
ratings horizon, exposing the company to greater risk in the event
of a second coronavirus wave and/or structurally lower office
demand. However, while WeWork's lack of profitability of its
existing business and, by extension financial structure are
correlated with weakly rated peers, the coronavirus pandemic has
positioned the company to negotiate exits from unprofitable
locations associated with its prior expansion strategy.
Additionally, the company has undertaken significant restructurings
to substantially reduce its overhead expense which had materially
weakened the company's credit protection metrics. On the financial
flexibility category, Fitch sees WeWork's profile as consistent
with a 'B' to 'CCC' ratings category peers given its improved, but
continued, FCF deficit albeit offset by obtained funding from
SoftBank. However, this funding may not be sufficient in a stress
scenario.
Fitch considers factors for highly speculative issuers in a
relative fashion. WeWork's business model is potentially
compromised due to the coronavirus pandemic and its strategy faces
challenging yet achievable execution risk as it seeks negotiate
exits from a number of locations, stabilize its business and
successfully achieve a sustainable overhead cost structure.
Questions remain over the viability of WeWork's open work spaces
with high density particularly in a world impacted by the
coronavirus. FCF has remained consistently negative but has
improved over the past year and while Fitch no longer expects the
company to expand aggressively, the company's FCF outlook is
subject to risks and uncertainties, particularly to the extent
office demand is structurally weak over the medium term. Fitch sees
WeWork's leverage profile as unsustainable with reliance on funding
from SoftBank while attempting to achieve profitability. WeWork's
financial policy while supportive of providing needed liquidity may
not be sufficient in the medium term to protect creditors. SoftBank
does appear supportive of the turnaround plan WeWork is
implementing. Refinancing risk remains high although SoftBank's
financing eliminates the need for additional funding for two to
three years under Fitch's base case. Fitch does not expect under
its base case that WeWork will need to draw on SoftBank's senior
secured facility although its existence along with the unsecured
facility supports a meaningful liquidity buffer, and this together
with SoftBank's unrestricted cash, bolstered by its 2020 LC
facility, provides satisfactory liquidity. However, in a more
elongated depressed office demand environment, Fitch does not
believe WeWork's available liquidity is sufficient.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Agency's Rating Case for the
Issuer
-- Successful exit of approximately a substantial number of
locations;
-- Single-digit revenue decline in 2020 to reflect combined
coronavirus impact of mid-single digit ARPPM decline, high teens
occupancy decline and increase in workstations of 125 thousand to
135 thousand;
-- Low- to mid-single digit revenue growth in 2021 to reflect
build-out of coronavirus-delayed workstations, and low- to
mid-single digit ARPPM and mid-single digit occupancy improvement
to reflect modest normalization and return to work; mid- to high
teens revenue growth thereafter;
-- Modestly negative location margin in 2020 improving to
sub-2019 levels in 2021 and then normalizing around 35% in 2022 in
reflection of occupancy and pricing trends plus exits of
underperforming locations;
-- Overhead expense as a percentage of revenue at 40% to 50% in
2020 and improving to approximately 30% in 2021 and around 20%
thereafter in reflection of run-rate restructuring;
-- Approximately $200 million to $250 million of next capex in
2H20 and $300 million to $400 million over 2021-2023 based upon
reduced location build out due to successful location exit and
continued trends in tenant improvement allowance collections;
-- Draw of $1.2 billion under SoftBank senior unsecured notes in
2020, and $1 billion in 2021 with no assumed draw of senior secured
notes required;
-- Maintenance of approximately $750 million of unrestricted cash
over the rating horizon.
KEY RECOVERY RATING ASSUMPTIONS
-- The recovery analysis assumes that We Co. would be reorganized
as a going-concern (GC) in bankruptcy rather than liquidated;
-- Fitch has assumed a 10% administrative claim.
Going Concern Approach
-- WeWork's GC EBITDA is based on LTM June 30, 2020 operating
EBITDA of approximately negative $1 billion, representing the
estimated 75% share of consolidated operating EBITDA that guarantor
subsidiaries represent;
-- The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
valuation of the company;
-- The GC EBITDA is approximately $250 million, above LTM EBITDA,
to reflect the guarantor's 75% portion of an estimated normalized
33% location gross margin on $3 billion of revenue, adjusted for
assumed location exits, or approximately $750 million, reduced by
an estimate of normalized, restructured overhead expense of
approximately $200 million.
EV Multiple Approach
An EV multiple of 5x is used to calculate a post-reorganization
valuation. The estimate considered the following factors:
-- The historical bankruptcy exits multiple for companies in
WeWork's sector ranged from 4x-7x, with a median reorganization
multiple of 6x;
-- Current EV multiples of public companies in the Business
Services sector trade well above the historical reorganization
range. The median forward EV multiple for this sector is about 10x.
Historical multiples ranged from 6x-12x;
-- WeWork does have unique characteristics that would allow for a
higher multiple in its unique brand and stake in JVs;
-- However, uncertainty surrounding WeWork's business model and
the high degree of strategy and execution risk leads Fitch to
utilize a recovery multiple that is below the sector median.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to a
positive rating action/upgrade:
-- FCF margin expected to be sustained neutral;
-- (CFO-capex)/total debt with equity credit expected to be
sustained at or above neutral;
-- Total debt with equity credit to operating EBITDA expected to
be sustained at or below 6.0x;
-- FFO interest coverage expected to be sustained at or above
2.0x;
-- Confidence in flexible office demand environment
sustainability;
-- Operational metrics including occupancy, ARPPM and desk adds
that are show evidence of consistency with Fitch's base case
scenario.
Factors that could, individually or collectively, lead to a
negative rating action/downgrade:
-- Accelerating negative FCF margin;
-- (CFO-capex)/total debt with equity credit expected to be
sustained negative;
-- Total debt with equity credit to operating EBITDA expected to
be sustained at or above 7.0x;
-- FFO interest coverage expected to be sustained below 1.0x;
-- Worsening of office demand environment, potentially
structurally;
-- Operational metrics including occupancy, ARPPM and desk adds
that are show evidence of consistency with Fitch's stress case
scenario.
LIQUIDITY AND DEBT STRUCTURE
Near-Term Liquidity: WeWork had cash and cash equivalents of $714
million at June 30, 2020. $236 million of cash was held by the
company's variable interest entities (VIEs). The company had $132
million of restricted cash primarily collateralizing LOC issued to
provide credit support to location leases. WeWork's liquidity
availability totaled approximately $3.9 billion at June 30, 2020
reflecting its cash net of VIEs, and the $2.2 billion senior
unsecured SoftBank notes and $1.1 billion senior secured notes.
Liquidity availability is approximately $3.7 billion pro forma to
the $200 million draw under the SoftBank senior unsecured notes
made subsequent to quarter end.
Refinancing Risk: WeWork had $669 million of principal outstanding
on its May 2025 senior notes, limiting its immediate refinancing
risk. The senior unsecured SoftBank notes mature five years from
the initial draw made in June 2020. While WeWork also has access to
the $1.1 billion senior secured SoftBank notes, WeWork is subject
to risk that it is unable to access markets to meet liquidity needs
let alone unforeseen financial challenges to the extent its funding
requirements exceed the proposed financing. As of June 30, 2020,
$1.4 billion LOC were outstanding under the 2020 LC Facility. The
2020 LC Facility terminates Feb. 10, 2023.
The We Company: Management Strategy: 4, Governance Structure: 4,
Group Structure: 4
The We Company has an ESG Relevance Score of 4 for Management
Strategy due to ongoing challenges to implement a strategy to
achieve sustainable profitability, which has a negative impact on
the credit profile, and is relevant to the rating[s] in conjunction
with other factors.
The We Company has an ESG Relevance Score of 4 for Governance
Structure due to SoftBank ownership concentration, which has a
negative impact on the credit profile, and is relevant to the
rating[s] in conjunction with other factors.
The We Company has an ESG Relevance Score of 4 for Group Structure
due to the complexity of its structure and related-party
transactions with SoftBank, which has a negative impact on the
credit profile, and is relevant to the rating[s] in conjunction
with other factors.
Except for the matters discussed above, the highest level of ESG
credit relevance, if present, is a score of 3 - ESG issues are
credit neutral or have only a minimal credit impact on the
entity(ies), either due to their nature or the way in which they
are being managed by the entity(ies).
WILLCO X DEVELOPMENT: Hires EasonLaw as Litigation Counsel
----------------------------------------------------------
Willco X Development, LLLP, seeks authority from the United States
Bankruptcy Court for the District of Colorado to hire EasonLaw,
LLC, as its litigation counsel.
The firm will represent the Debtor in litigation arising from or
related to its Chapter 11 case. This representation includes the
investigation or prosecution of potential claims held by the
Debtor.
David Eason, Esq., the attorney who will be providing the services,
will charge $325 per hour. The hourly rates for paralegal services
range from $90 to $115.
The firm received a retainer in the sum of $7,500.
Mr. Eason disclosed in a court filing that he and his firm are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
David R. Eason, Esq.
1129 Cherokee St.
Denver, CO 80204
Phone: (303) 381-3400
About Willco X Development
Willco X Development, LLLP, operator of the Hilton Garden Inn of
Thornton in Colorado, filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 20-16438) on Sept. 29, 2020. The Hon. Joseph G. Rosania
Jr. is the case judge. The Debtor was estimated to have $10
million to $50 million in assets and liabilities as of the
bankruptcy filing. WEINMAN & ASSOCIATES, P.C., led by Jeffrey A.
Weinman, is the Debtor's counsel.
WILLCO X DEVELOPMENT: Hires Weinman & Associates as Attorney
------------------------------------------------------------
Willco X Development, LLLP, seeks authority from the United States
Bankruptcy Court for the District of Colorado to hire Weinman &
Associates, P.C. as its counsl.
Weinman will represent the Debtor in the administration of the
estate, preparation of the statements and schedules, the Plan of
Reorganization and Disclosure Statement.
Weinman has received a $15,000.00 retainer from Debtor.
Weinman's customary hourly rates are:
Jeffrey A. Weinman, Esq. $495
William A. Richey, Paralegal $300
Lisa Barenberg, Paralegal $250
The firm has received a $25,000 retainer form Spirit Hospitality,
LLC, general partner of the Debtor.
Weinman has no connection with Debtor, the creditors, the U.S.
Trustee or any employee of the U.S. Trustee, or any other party in
interest except that Jeffrey A. Weinman is a Chapter 7 panel
trustee, according to court filings.
The firm can be reached through:
Jeffrey A. Weinman, Esq.
WEINMAN & ASSOCIATES, P.C.
730 17th Street, Suite 240
Denver, CO 80202
Phone: (303) 572-1010
Fax: (303) 572-1011
Email: jweinmantrustee@outlook.com
About Willco X Development
Willco X Development, LLLP, operator of the Hilton Garden Inn of
Thornton in Colorado, filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 20-16438) on Sept. 29, 2020. The Hon. Joseph G. Rosania
Jr. is the case judge. The Debtor was estimated to have $10
million to $50 million in assets and liabilities as of the
bankruptcy filing. WEINMAN & ASSOCIATES, P.C., led by Jeffrey A.
Weinman, is the Debtor's counsel.
WILLCO XII: Seeks to Hire EasonLaw as Litigation Counsel
--------------------------------------------------------
Willco XII Development, LLLP, seeks authority from the US
Bankruptcy Court for the District of Colorado to hire EasonLaw, LLC
as litigation counsel.
The firm will represent the Debtor in litigation arising from or
related to its Chapter 11 case. This representation includes the
investigation or prosecution of potential claims held by the
Debtor.
David Eason, Esq., the attorney who will be providing the services,
will charge $300 per hour. The hourly rates for paralegal services
range from $90 to $110.
The firm received a retainer in the sum of $7,500.
Mr. Eason disclosed in a court filing that he and his firm are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
David R. Eason, Esq.
1129 Cherokee St.
Denver, CO 80204
Phone: (303) 381-3400
About Willco XII Development, LLLP
Willco XII Development, LLLP, filed a Chapter 11 petition (Bankr.
D. Colo. Case No. 20-16307) on Sept. 23, 2020. The Debtor was
estimated to have $10 million to $50 million in assets and
liabilities as of the bankruptcy filing. Lance J. Goff of GOFF &
GOFF, LLC is the Debtor's counsel.
WILLCO XII: Seeks to Hire Goff & Goff as Legal Counsel
------------------------------------------------------
Willco XII Development, LLLP, filed an amended application seeking
authority from the US Bankruptcy Court for the District of Colorado
to hire Lance J. Goff of Goff & Goff, LLC, as its counsel.
Willco XII requires Goff & Goff to:
a. assist the Debtor's in the potential sale or refinancing of
its assets, including negotiations with potential buyers and draft
of applicable agreements and motions;
b. assist in the preparation of the Debtor's plan of
reorganization and disclosure statement;
c. represent the Debtor in adversary proceedings and contested
matters related to the Debtor's bankruptcy case;
d. provide legal advice with respect to the Debtor's rights,
powers, obligations, and duties as debtor-in-possession;
e. prepare on behalf of the Debtor all motions, applications,
answers, orders, reports and papers necessary to the prosecution of
this bankruptcy case;
f. represent the Debtor and rendering such other services as
may be required during the course of the bankruptcy proceedings;
g. represent the Debtor in all proceedings before the Court
and in any other judicial or administrative proceeding where the
rights of the Debtor may be litigated or otherwise affected;
h. advise and consult with the Debtor concerning the
prosecution of the bankruptcy case, the estate's assets, and the
claims of secured, priority and unsecured creditors;
i. investigate pre-petition transactions and prosecute, if
appropriate, preference and other avoidance actions or any other
causes of action held by the estate;
j. defend, if necessary, any motions, contested matters and/or
adversary proceedings, and analyzing and prosecuting any objections
to claim;
k. conduct examinations of witnesses, claimants and other
persons, as appropriate;
l. assist the Debtor with the negotiation, documentation and
any necessary Court approval of transactions disposing of property
of the estate; and
m. perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection with this
Chapter 11 case.
Goff & Goff will be paid at these hourly rates:
Barton S. Balis Of Counsel $400
Lance J. Goff Shareholder $350
John H. Begley Paralegal $125
Goff & Goff will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lance J. Goff, partner of Goff & Goff, LLC, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Goff & Goff can be reached at:
Lance J. Goff, Esq.
GOFF & GOFF, LLC
3015 47 th St., Ste. E-1
Boulder, CO 80301
Tel: (303) 415 9688
Fax: (720) 222 5166
E-mail: lance@goff-law.com
About Willco XII Development, LLLP
Willco XII Development, LLLP, filed a Chapter 11 petition (Bankr.
D. Colo. Case No. 20-16307) on Sept. 23, 2020. The Debtor was
estimated to have $10 million to $50 million in assets and
liabilities as of the bankruptcy filing. Lance J. Goff of GOFF &
GOFF, LLC is the Debtor's counsel.
WISCONSIN APPLE: Applebee's Franchise Owner Enters Chapter 11
-------------------------------------------------------------
Sari Lesk of Milwaukee Business Journal reports that the franchise
organization that took over ownership last year of 29 Applebee's
Grill and Bar locations in Wisconsin has entered Chapter 11
bankruptcy.
Louisiana Apple LLC, led by Seenu Kasturi, acquired the restaurants
late last 2019 and operated the Wisconsin locations under the name
Wisconsin Apple LLC. At the time of the deal, Kasturi's portfolio
included 47 locations across Arkansas, Indiana, Kentucky, Oklahoma
and Wisconsin. He acquired the Wisconsin restaurants from Wisconsin
Hospitality Group.
Wisconsin Apple filed a voluntary petition for Chapter 11
bankruptcy Oct. 14, 2020 in Louisiana.
At this time, Wisconsin Apple holds 25 restaurants, and none is
planned to close as part of the reorganization.
"We have had to make the difficult decision to file bankruptcy,
which directly impacts a small number of restaurants in a limited
area, following some aggressive actions by our lender," Kasturi
said in a statement. "We will continue to adhere to the high
standards our guests expect from us when they visit us and expect
that there will be minimal impact on our team members."
Kasturi did not respond to specific inquiries about how many
individuals the Wisconsin restaurants employ or the expected
outcome for the restructuring.
An Applebee's spokesperson stated the company expects to continue
welcoming guests throughout the process. The company did not
provide a list of which locations are part of the Wisconsin Apple
portfolio.
About Wisconsin Apple
Wisconsin Apple LLC operates 29 Applebee's Grill and Bar locations
in Wisconsin. Louisiana Apple LLC, led by Seenu Kasturi, acquired
the restaurants late last 2019 and operated the Wisconsin locations
under the name Wisconsin Apple LLC.
Wisconsin Apple LLC sought Chapter 11 protection (Bankr. W.D. La.
Case No. 20-50775) on Oct. 14, 2020. In the petition signed by
Seenu G. Kasturi, member, the Debtor was estimated to have assets
and debt of $1 million to $10 million. The Hon. John W. Kolwe is
the case judge. HELLER, DRAPER, PATRICK, HORN & MANTHEY LLC, led
by Douglas S. Draper, is the Debtor's counsel.
WOODBINE FAMILY: Seeks Court Approval to Hire Legal Counsel
-----------------------------------------------------------
Woodbine Family Worship Center and Christian School, Inc. received
approval from the U.S. Bankruptcy Court for the Eastern District of
Virginia to hire Christopher Moffitt, Esq., an attorney practicing
in Alexandria, Va., to handle its Chapter 11 case.
Mr. Moffitt will be paid based on his current hourly rate of $450.
Mr. Moffitt does not have any interest adverse to the Debtor or the
Debtor's estate, according to a court filing.
The attorney holds office at:
Christopher S. Moffitt, Esq.
Law Offices of Christopher S. Moffitt
218 North Lee Street
Alexandria, VA 22314
Telephone: (703) 683-0075
Facsimile: (703) 997-8430
About Woodbine Family Worship Center
Based in Manassas, Va., Woodbine Family Worship Center and
Christian School, Inc. is a tax-exempt entity (as described in 26
U.S.C. Section 501).
Woodbine Family Worship Center and Christian School sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Case No. 20-12102) on Sept. 14, 2020. The petition was signed by
Eugene R. Wells, president and sole director.
At the time of the filing, Debtor had estimated assets of less than
$50,000 and liabilities of between $1 million and $10 million.
Law Offices OF Christopher S. Moffitt is Debtor's legal counsel.
YOGAWORKS INC: Gets Court Nod to Tap New Financing, Pursue Sale
---------------------------------------------------------------
Katherine Doherty of Bloomberg News reports that bankrupt fitness
chain YogaWorks got court permission to access new financing so it
can continue to pay employees, permanently close its studios and
pursue a sale of its remaining digital business.
U.S. Bankruptcy Judge Karen Owens grants yoga chain's request to
tap debtor-in-possession financing provided by Serene Investment
Management at a first-day hearing in Delaware court.
Serene, the stalking horse bidder for YogaWorks remaining assets,
agreed to provide company with $3.35 million DIP loan.
Subject to minor modifications to the order, YogaWorks receives
interim approval and will seek final approval of its DIP loan at an
early November 2020 hearing.
About YogaWorks Inc.
YogaWorks is a leading provider of progressive and quality yoga
that promotes total physical and emotional well-being. YogaWorks
caters to students of all levels and ages with both traditional and
innovative programming. It is also an international teaching
school, cultivating the richest yoga talent from around the globe
and setting the gold standard for teaching. For more information on
YogaWorks, visit yogaworks.com.
YogaWorks, Inc., and Yoga Works, Inc., sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 20-12599) on Oct. 14, 2020.
In the petition signed by CEO Brian Cooper, YogaWorks was estimated
to have $1 million to $10 million in assets and $10 million to $50
million in liabilities.
The Debtors tapped SHULMAN BASTIAN FRIEDMAN & BUI LLP as
restructuring counsel; COZEN O'CONNOR as Delaware restructuring
counsel; and FORCE TEN PARTNERS, LLC as financial advisor. BMC
GROUP, INC., is the claims agent.
YOUNGEVITY INTERNATIONAL: Declares Q4 Dividend on Preferred Stock
-----------------------------------------------------------------
Youngevity International, Inc. has declared its regular monthly
dividend of $0.203125 per share of its 9.75% Series D Cumulative
Redeemable Perpetual Preferred Stock (NASDAQ:YGYIP) for each of
October, November and December 2020. The dividend will be payable
on Nov. 16, 2020, Dec. 15, 2020 and Jan. 15, 2021 to holders of
record as of October 31, November 30 and Dec. 31, 2020. The
dividend will be paid in cash.
About Youngevity
Chula Vista, California-based Youngevity International, Inc. --
https://ygyi.com/ -- is a multi-channel lifestyle company operating
in three distinct business segments including a commercial coffee
enterprise, a commercial hemp enterprise, and a multi-vertical omni
direct selling enterprise. The Company features a multi country
selling network and has assembled a virtual Main Street of products
and services under one corporate entity, YGYI offers products from
the six top selling retail categories: health/nutrition,
home/family, food/beverage (including coffee), spa/beauty,
apparel/jewelry, as well as innovative services.
Youngevity reported a net loss attributable to common stockholders
of $23.50 million for 2018 following a net loss attributable to
common stockholders of $12.69 million for 2017. As of Sept. 30,
2019, the Company had $141.18 million in total assets, $85.01
million in total liabilities, and $56.17 million in total
stockholders' equity.
Mayer Hoffman McCann P.C., in San Diego, California, the Company's
auditor since 2011, issued a "going concern" qualification in its
report dated April 15, 2019, on the consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has recurring losses and is dependent on additional
financing to fund operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
YOUNGEVITY INTERNATIONAL: Nasdaq Grants Extension of Automatic Stay
-------------------------------------------------------------------
Youngevity International, Inc., received a notification letter from
the Nasdaq Hearing Panel of The Nasdaq Stock Market LLC on Oct. 16,
2020, stating that the Panel had granted the Company's request to
extend the automatic 15-day stay of suspension from Nasdaq pending
the hearing scheduled with the Panel for Nov. 5, 2020 and a final
determination regarding the Company's listing status. The Panel
decision maintains the status quo of the Company's shares pending
the hearing.
On Sept. 29, 2020, Nasdaq staff notified the Company that it had
determined to delist it as the Company had failed to comply with
Nasdaq's filing requirements set forth in Listing Rule Listing Rule
5250(c)(1) because it had not filed its Form 10-K for the year
ended Dec. 31, 2019, and Forms 10-Q for the periods ended March 31,
2020 and June 30, 2020.
On Oct. 6, 2020, the Company appealed the delisting determinations
to the Panel, and requested that the stay of delisting, which
otherwise would expire on Oct. 21, 2020, pursuant to Nasdaq Rule
5815(a)(1)(B), be extended until the Panel issued a final decision
on the matter. By letter dated Oct. 16, 2020, the Panel granted
the Company's request to extend the stay of suspension pending the
hearing on Nov. 5, 2020 and issuance of a final Panel decision.
About Youngevity
Chula Vista, California-based Youngevity International, Inc. --
https://ygyi.com/ -- is a multi-channel lifestyle company operating
in three distinct business segments including a commercial coffee
enterprise, a commercial hemp enterprise, and a multi-vertical omni
direct selling enterprise. The Company features a multi country
selling network and has assembled a virtual Main Street of products
and services under one corporate entity, YGYI offers products from
the six top selling retail categories: health/nutrition,
home/family, food/beverage (including coffee), spa/beauty,
apparel/jewelry, as well as innovative services.
Youngevity reported a net loss attributable to common stockholders
of $23.50 million for 2018 following a net loss attributable to
common stockholders of $12.69 million for 2017. As of Sept. 30,
2019, the Company had $141.18 million in total assets, $85.01
million in total liabilities, and $56.17 million in total
stockholders' equity.
Mayer Hoffman McCann P.C., in San Diego, California, the Company's
auditor since 2011, issued a "going concern" qualification in its
report dated April 15, 2019, on the consolidated financial
statements for the year ended Dec. 31, 2018, citing that the
Company has recurring losses and is dependent on additional
financing to fund operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
YUMA ENERGY: Chapter 11 Filing Converted to Chapter 7 Liquidation
-----------------------------------------------------------------
Yuma Energy, Inc., together with its subsidiaries Yuma Exploration
and Production Company, Inc., Davis Petroleum Corp., and The Yuma
Companies, Inc. (collectively, the Company and the filing
subsidiaries, the "Debtors"), on Oct. 20 disclosed that its
voluntary Chapter 11 petition for relief under the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the Northern
District of Texas (the "Bankruptcy Court"), filed on April 15,
2020, has been converted to a Chapter 7 liquidation.
The Debtors intended to use the Chapter 11 process to implement the
orderly liquidation of their assets in an effort to maximize values
and recoveries for all stakeholders and subsequently obtained court
approval to conduct an auction for all of their assets, which
primarily consist of operating and non-operating interests in
several properties located in Louisiana, Texas, Wyoming and
Oklahoma (the "Properties").
Unfortunately, as a result of the severe downturn in commodity
prices, multiple operating issues affecting production and
operating costs, the inability of Debtors to conduct remedial well
operations to maintain cash flows, general industry conditions and
other factors, bids received for the Properties were minimal and
the auction was canceled. Additionally, the secured creditor, YE
Investment, LLC ("YEI") an affiliate of Red Mountain Capital
Partners LLC and the Unsecured Creditors Committee ("UCC") were
unable to resolve disputes. Subsequently, with the concurrence of
YEI and the UCC, the Company engaged in discussions with a
potential acquiror in an attempt to reorganize through a business
sale. The potential acquiror terminated these discussions on
October 13, 2020. Having no further viable options, the Bankruptcy
Court issued an order approving the conversion of the Chapter 11
cases of the Debtors to Chapter 7 liquidations on October 19, 2020
Concurrent with the appointment of a Chapter 7 Trustee, Mr. Anthony
C. Schnur (Yuma's Chief Restructuring Officer) and the Company's
Directors will no longer control the Debtors, including any
operation of the Debtors, the liquidation of assets, and the
resolution of liabilities.
Please refer to our prior press releases and filings with the
Securities and Exchange Commission for additional information
related to the Company. In addition, copies of all documents filed
in this case can be accessed at no charge through Stretto, the
Debtors' claims & noticing agent (at
https://cases.stretto.com/yumaenergy). For questions, Stretto can
be contacted by email at TeamYumaEnergy@stretto.com or toll-free at
855-303-9310. Stretto cannot give legal or financial advice.
Going Concern
Due to the difficult financial circumstances, the Company has been
unable to file an annual report on Form 10-K as of and for the year
ended December 31, 2019 or its quarterly reports on Form 10-Q as of
and for the quarters ended March 31, 2020 and June 30, 2020. The
Company's audited consolidated financial statements for the year
ended December 31, 2018 included a going concern qualification. The
risk factors and uncertainties described in the Company's SEC
filings for the year ended December 31, 2018 and subsequent
quarters raised substantial doubt about the Company's ability to
continue as a going concern. In connection with the Chapter 7
proceedings, the Company will no longer operate as a going
concern.
About Yuma Energy
Yuma Energy, Inc.(OTC Pink: YUMAQ) is an independent Houston-based
exploration and production company. It is focused on the
acquisition, development, and exploration for conventional and
unconventional oil and natural gas resources, primarily in the U.S.
Gulf Coast, the Permian Basin of West Texas and California. It has
employed a 3-D seismic-based strategy to build a multi-year
inventory of development and exploration prospects. Its current
operations are focused on onshore properties located in southern
Louisiana, southeastern Texas and recently, in the Permian basin of
West Texas. In addition, Yuma Energy has non-operated positions in
the East Texas Eagle Ford and Woodbine, and operated positions in
Kern County in California. Visit http://www.yumaenergyinc.comfor
more information.
Yuma Energy and three of its affiliates filed for bankruptcy
protection on April 15, 2020 (Bankr. N.D. Tex. Lead Case No.
20-41455). Anthony C. Schnur, chief restructuring officer, signed
the petitions.
As of Dec. 31, 2019, Yuma posted $32,290,329 in total assets and
$28,270,794 in total liabilities.
The Debtors tapped Hayward & Associates, PLLC and Fisher Broyles
LLP as their legal counsel, Seaport Gordian Energy LLC as their
investment banker, Ankura Consulting Group LLC as their financial
advisor, and Stretto as their administrative advisor.
[*] 47 Hospitals Closed, Filed for Bankruptcy This Year
-------------------------------------------------------
Ayla Ellison of Beckers Hospital Review reports that from
reimbursement landscape challenges to dwindling patient volumes,
many factors lead hospitals to shut down or file for bankruptcy. At
least 47 in the U.S. have closed or entered bankruptcy this year,
and the financial challenges caused by the COVID-19 pandemic may
force more to do the same.
Lower patient volumes, canceled elective procedures and higher
expenses tied to the pandemic have created a cash crunch for
hospitals, estimated to lose more than $323 billion this year,
according to a report from the American Hospital Association. That
total includes $120.5 billion in losses the AHA predicts hospitals
will see in the second half of the year.
Below are provider organizations that have filed for bankruptcy or
closed since Jan. 1, beginning with the most recent. They own and
operate a combined 47 hospitals.
* Shands Lake Shore Regional Medical Center (Lake City, Fla.)
Shands Lake Shore Regional Medical Center closed Aug. 31. The
hospital, owned by the Lake Shore Hospital Authority, announced in
July that it was closing. The hospital said it had to borrow money
to maintain operations, and declining patient volume and financial
challenges resulted in losses that were unsustainable.
* Cumberland River Hospital (Celina, Tenn.)
Cumberland River Hospital closed Aug. 7 and placed its license on
inactive status. In a letter to the state health department, the
hospital's owner and CEO cited several reasons for the closure,
including severe staffing shortages and the inability to get
funding or grants from the state.
* Bluefield (W.Va.) Regional Medical Center
Bluefield Regional Medical Center closed July 30, 2020. Officials
said the decision to shut down the hospital was based on several
factors, including declining patient volume and reimbursement rates
and significant financial damage tied to the COVID-19 pandemic.
* First Texas Hospital Cy-Fair (Houston)
First Texas Hospital Cy-Fair closed July 26, 2020, less than four
years after opening. Irving, Texas-based Adeptus Health opened
First Texas Hospital Cy-Fair in 2016. When the 50-bed hospital shut
down, 62 workers were laid off.
* Eastern Niagara Hospital (Lockport, N.Y.)
Eastern Niagara Hospital filed for Chapter 11 bankruptcy July 8,
two weeks after its previous bankruptcy case was dismissed. The
hospital first filed for Chapter 11 bankruptcy in November 2019.
The bankruptcy court dismissed the case June 24, 2020 at the
request of the hospital to allow it to apply for a Paycheck
Protection Program loan. Eastern Niagara Hospital President and CEO
Anne McCaffrey said the hospital refiled for bankruptcy to continue
the debt-restructuring process.
* Faith Community Health System (Jacksboro, Texas)
Faith Community Health System, a single-hospital system, refiled
for bankruptcy protection June 11, 2020, about three weeks after
its previous bankruptcy case was dismissed. The health system, part
of the Jack County (Texas) Hospital District, first entered Chapter
9 bankruptcy — a bankruptcy proceeding that offers distressed
municipalities protection from creditors while a repayment plan is
negotiated — in February. The bankruptcy court dismissed the case
May 26, 2020 at the request of the health system. The system asked
the court to dismiss the bankruptcy case to allow it to apply for a
Paycheck Protection Program loan through a Small Business
Association lender. A Texas bankruptcy court granted the health
system's motion to dismiss May 26 to allow it to apply for the
loan. On June 11, Faith Community Health System reentered Chapter 9
bankruptcy.
* Our Lady of Bellefonte Hospital (Ashland, Ky.)
Bon Secours Mercy Health closed Our Lady of Bellefonte Hospital in
Ashland, Ky., on April 30, 2020. The 214-bed hospital was
originally slated to shut down in September of this year, but the
timeline was moved up after employees began accepting new jobs or
tendering resignations. Bon Secours cited local competition as one
reason for the hospital closure. Despite efforts to help sustain
hospital operations, Bon Secours was unable to "effectively operate
in an environment that has multiple acute care facilities competing
for the same patients, providers and services," the health system
said.
* Williamson (W.Va.) Hospital
Williamson Hospital filed for Chapter 11 bankruptcy in October 2019
and was operating on thin margins for months before shutting down
April 21, 2020. The 76-bed hospital said a drop in patient volume
due to the COVID-19 pandemic forced it to close. CEO Gene Preston
said the decline in patient volume was "too sudden and severe" for
the hospital to sustain operations.
* Decatur County General Hospital (Parsons, Tenn.)
Decatur County General Hospital closed April 15, 2020, a few weeks
after the local hospital board voted to shut it down. Decatur
County Mayor Mike Creasy said the closure was attributable to a few
factors, including rising costs, Tennessee's lack of Medicaid
expansion and broader financial challenges facing the rural
healthcare system in the U.S.
* Quorum Health (Brentwood, Tenn.)
Quorum Health and its 23 hospitals filed for Chapter 11 bankruptcy
April 7, 2020. The company, a spinoff of Franklin, Tenn.-based
Community Health Systems, used the bankruptcy filing to
recapitalize the business and reduce its debt load. The company
exited bankruptcy in July with about $500 million less debt.
* UPMC Susquehanna Sunbury (Pa.)
UPMC Susquehanna Sunbury closed March 31. Pittsburgh-based UPMC had
announced plans last December 2019 to close the rural hospital,
citing dwindling patient volumes. Sunbury's population was 9,905 at
the 2010 census, down more than 6 percent from 10 years earlier.
Though the hospital officially closed its doors in March, it shut
down its emergency department and ended inpatient services Jan. 31,
2020.
* Fairmont (W.Va.) Regional Medical Center
Irvine, Calif.-based Alecto Healthcare Services closed Fairmont
Regional Medical Center on March 19, 2020. Alecto announced plans
in February to close the 207-bed hospital, citing financial
challenges. "Our plans to reorganize some administrative functions
and develop other revenue sources were insufficient to stop the
financial losses at FRMC," CEO Bob Adcock said. "Our efforts to
find a buyer or new source of financing were unsuccessful."
* Sumner Community Hospital (Wellington, Kan.)
Sumner Community Hospital closed March 12 without providing notice
to employees or the local community. Kansas City, Mo.-based Rural
Hospital Group, which acquired the hospital in 2018, cited
financial difficulties and lack of support from local physicians as
reasons for the closure. "We regret having to make this decision;
however, despite operating the hospital in the most fiscally
responsible manner possible, we simply could not overcome the
divide that has existed from the time we purchased the hospital
until today," the hospital group said in a news release.
* Randolph Health
Randolph Health, a single-hospital system based in Asheboro, N.C.,
filed for Chapter 11 bankruptcy March 6. Randolph Health leaders
have taken several steps in recent years to improve the health
system's financial picture, and they've made progress toward that
goal. Entering Chapter 11 bankruptcy will allow Randolph Health to
restructure its debt, officials said.
* Pickens County Medical Center (Carrollton, Ala.)
Pickens County Medical Center closed March 6, 2020. Hospital
leaders said the closure was attributable to the hospital's
unsustainable financial position. A news release announcing the
closure cited reduced federal funding, lower reimbursement from
commercial payers and declining patient visits.
* The Medical Center at Elizabeth Place (Dayton, Ohio)
The Medical Center at Elizabeth Place, a 12-bed hospital owned by
physicians in Dayton, Ohio, closed March 5, 2020. The closure came
after years of financial problems. In January 2019, the medical
center lost its certification as a hospital, meaning it couldn't
bill Medicare or Medicaid for services. Sixty percent to 65 percent
of the hospital's patients were covered by the federal programs.
* Mayo Clinic Health System-Springfield (Minn.)
Mayo Clinic Health System closed its hospital in Springfield,
Minn., on March 1, 2020. Mayo had announced plans in December to
close the hospital and its clinics in Springfield and Lamberton,
Minn. At that time, James Hebl, MD, regional vice president of Mayo
Clinic Health System, said the facilities faced staffing
challenges, dwindling patient volume and other issues. The hospital
in Springfield is one of eight hospitals within a less than 40-mile
radius, which has led to declining admissions and low use of the
emergency department, Dr. Hebl said.
* Pinnacle Healthcare System
Overland Park, Kan.-based Pinnacle Healthcare System and its
hospitals in Missouri and Kansas filed for Chapter 11 bankruptcy
Feb. 12, 2020. Pinnacle Regional Hospital in Boonville, Mo.,
formerly known as Cooper County Memorial Hospital, entered
bankruptcy about a month after it abruptly shut down. Pinnacle
Regional Hospital in Overland Park, formerly Blue Valley Hospital,
closed about two months after entering bankruptcy.
* Central Hospital of Bowie (Texas)
Central Hospital of Bowie abruptly closed Feb. 4, 2020. Hospital
officials said the facility was shut down to enable it to
restructure the business. Hospital leaders voluntarily surrendered
the hospital's license.
* Ellwood City (Pa.) Medical Center
Ellwood City Medical Center officially closed Jan. 31, 2020. The
hospital was operating under a provisional license last November
when the Pennsylvania Health Department ordered it to suspend
inpatient and emergency services due to serious violations,
including failure to pay employees and the inability to offer
surgical services. The hospital's owner, Americore Health,
suspended all clinical services at the medical center Dec. 10,
2019. At that time, hospital officials said they hoped to reopen
the facility in January, but plans to reopen were halted Jan. 3
after the health department conducted an on-site inspection and
determined the hospital "had not shown its suitability to resume
providing any health care services."
* Thomas Health (South Charleston, W.Va.)
Thomas Health and its two hospitals filed for Chapter 11 bankruptcy
Jan. 10, 2020. In an affidavit filed in the bankruptcy case, Thomas
Health President and CEO Daniel J. Lauffer cited several reasons
the health system is facing financial challenges, including reduced
reimbursement rates and patients leaving the hospital. The health
system announced June 18 that it reached an agreement in principle
with a new capital partner that would allow it to emerge from
bankruptcy.
* St. Vincent Medical Center (Los Angeles)
St. Vincent Medical Center closed in January 2020, about three
weeks after El Segundo, Calif.-based Verity Health announced plans
to shut down the 366-bed hospital. Verity, a nonprofit health
system that entered Chapter 11 bankruptcy in 2018, shut down St.
Vincent after a deal to sell four of its hospitals fell through. In
April, Patrick Soon-Shiong, MD, billionaire owner of the Los
Angeles Times, purchased St. Vincent out of bankruptcy for $135
million.
* Astria Regional Medical Center (Yakima, Wash.)
Astria Regional Medical Center filed for Chapter 11 bankruptcy in
May 2019 and closed in January 2020. When the hospital closed, 463
employees lost their jobs. Attorneys representing Astria Health
said the closure of the medical center, which has lost $40 million
since 2017, puts Astria Health in a better financial position. "As
a result of the closure, the rest of the system's cash flows will
be sufficient to safely operate patient care operations and
facilities and maintain administrative solvency of the estate," a
status report filed Jan. 20, 2020 with the bankruptcy court states.
[*] 8 Legacy Retailers That Ended Up in Bankruptcy in 2020
----------------------------------------------------------
Daphne Howland features the legacy retailers that ends up in
bankruptcy in 2020. These companies made it through world wars,
social upheaval and depressions, but met their undoing in a year
defined by a pandemic.
It takes a lot of perseverance and adaptability to weather the
kinds of cultural, economic and technological changes that happen
in 50 years, much less a century — or two. Retailers like Target
(founding owner Dayton's department stores launched in 1902) and
Macy's (established in New York in 1858) had to get past
depressions, world wars, social upheaval, changing norms, pandemics
and sometimes their own bankruptcy in order to be in business
today.
For several legacy retailers around their age or even older,
however, 2020 was the breaking point. This year has already set
records for the number of retail bankruptcies — 27 by Retail
Dive's count at press time — with yet more possible.
Some of these brands will survive their latest challenge, and
emerge from the bankruptcy process ready to write their
post-pandemic chapter. For the others, it will at long last mean
"goodbye."
1. Brooks Brothers, founded 1818 (202 years)
Brooks Brothers calls itself the oldest apparel retailer in the
U.S. Its first store debuted the same year the White House reopened
after burning down in the War of 1812. For nearly two centuries the
retailer thrived in a society that held on to fairly strict dress
codes for men for work, worship and special occasions. With the
white-collar workplace growing increasingly less formal, that has
changed, to the point where last year even venerable financial firm
Goldman Sachs opted to dress down. Brooks Brothers did work to keep
up with the times — giving Ralph Lauren his start, tapping Zac
Posen as its creative director for women's and leveraging its store
network for fulfillment well before the pandemic — but sales
continued to ebb. Before its Chapter 11 filing this year, the brand
was briefly owned by U.K. retail giant Marks & Spencer, then bought
by Retail Brand Alliance led by Claudio Del Vecchio. The label is
now in the hands of mall owner Simon and brand management firm
Authentic Brands Group, which snapped it up at its bankruptcy
auction for $325 million.
2. Lord & Taylor, founded 1826 (194 years)
Lord & Taylor is the oldest department store in the U.S. — or
make that was. The once innovative retailer weathered all sorts of
challenges in nearly two centuries, expanding from a fashion hub in
New York to a chic suburban destination for stylish middle-income
women across the U.S. Arguably what it couldn't get beyond was the
lack of attention from parent Hudson's Bay Co., which sold off key
properties and finally the retailer itself, to apparel rental site
Le Tote. All the while HBC lavished $250 million on a renovation of
its other New York-based department store, Saks Fifth Avenue. The
Le Tote tie-up was strange, but did seem to be the first time in a
while that Lord & Taylor had an owner interested in its future.
Alas, the pandemic cut short whatever plans Le Tote had in store,
beyond the early signs of integration in some locations. Without a
buyer and now in bankruptcy, Lord & Taylor is in the midst of
liquidating entirely. Its New York City flagship on Fifth Avenue,
once famous for its holiday windows, is being converted into an
East Coast tech office for Amazon.
3. Modell's Sporting Goods, founded 1889 (131 years)
Morris Modell opened his first store on Cortlandt Street in lower
Manhattan in 1889, and the retailer stayed in the family for four
generations, eventually expanding to more than 150 locations on the
East Coast. After filing for bankruptcy in March, the company has
permanently shut all stores and as of press time says it's still
unable to take online orders. The company came to depend mightily
on local teams doing well in big games in order to move
merchandise, a tricky situation for a sector also competing with
Amazon. With CEO Mitchell Modell, Morris's great-grandson, at the
helm, the company turned to consultants for restructuring advice
more than once, but ultimately wasn't able to overcome the troubled
market, which also felled rivals Sports Authority and Sport
Chalet.
4. Bergdorf Goodman, founded 1899 (121 years)
The temporary outdoor cafe at Bergdorf Goodman at 58th and 5th in
New York is a sign of hope for the city, where streets remain
strikingly empty of tourists, office workers and shoppers as the
pandemic continues its disruption. The department store, founded in
1899 by a tailor who was later joined by his apprentice, was
acquired in 1972 by Neiman Marcus, which reportedly promised then
not to open a competing flagship in the city (a promise later
broken, if only fleetingly, when Neiman Marcus closed its Hudson
Yards store after barely a year in operation). Bergdorf has never
strayed from its luxury focus and maintains a high level of
loyalty. Post-bankruptcy, both Neiman and Bergdorf unleashed a wave
of layoffs, however, in part to redirect focus to e-commerce.
5. J.C. Penney, founded 1902 (118 years)
James Cash Penney built his first dry-goods store in Wyoming in
1902, but there are few retailers whose fate is so closely tied to
the rise and fall of the American mall. Anchoring a mall was a boon
in the 1960s when it represented progress, economic expansion and
prosperity. But it's a very different story today, and Penney has
struggled for years to get customers through the door. In the past
decade, during an endless turnaround, the company welcomed four
CEOs in turn, and even its bankruptcy has been a slow and painful
grind. Its deal to sell its operations to developers Simon Property
Group and Brookfield Property Partners is seen by some observers as
a desperate attempt by those mall owners to salvage downstream
leases, rather than a true sign of hope.
6. Neiman Marcus, founded 1907 (113 years)
Neiman Marcus opened in 1907 with one store in Dallas, founded by
Herbert Marcus and his sister, Carrie Marcus Neiman, and
established itself on the forefront of fashion, acquiring New
York's Bergdorf Goodman in 1972. The founding family ceded control
of the business in the 21st century, and a couple of leveraged
buyouts, one in 2005 and the next in 2013, heaped on a massive debt
load, eventually nearing its $5 billion or so in annual revenue.
This year's bankruptcy filing came as little surprise, but the
company exited fairly smoothly in a matter of months. The
department store previously shrank its Last Call off-price banner
to focus on luxury, which it says it can do even online, thanks to
a robust digital effort. It leaves bankruptcy with a smaller
footprint, including the closure of its year-old namesake flagship
at Hudson Yards, its first in New York. With a pandemic ongoing,
the economy in recession and the department store sector in
decline, however, its future remains cloudy.
7. Stein Mart, founded 1908 (112 years)
Stein Mart was founded in 1908 by Sam Stein and became known as an
off-price department store with a mission to provide "the customer
with unique quality products at excellent prices." At the start of
2020, Kingswood Capital Management agreed to acquire the
Jacksonville, Florida-based retailer and take it private. That came
about two years after the company signaled it was exploring
"strategic alternatives," following plummeting sales every year
since fiscal 2016. But while Stein Mart was moving to improve
merchandise, reduce inventory and cut costs, things started to
unravel. As COVID-19 hit the U.S. this spring, the takeover was
canceled due to "unpredictable economic conditions" and
"uncertainty regarding Stein Mart's ability to satisfy the
conditions to closing." By mid-July the virus was surging in
locations like California, Texas and Florida — home to nearly 40%
of its stores. In August the company filed for Chapter 11 with
plans to liquidate its stores. As of October, the retailer has
closed its e-commerce operations, is selling off store fixtures and
is promoting up to 80% off its lowest ticketed prices.
8. J. Crew, founded 1947 (73 years)
While the apparel company was known as "Popular Merchandise" at its
founding and employed an in-home sales model, it became a catalog
mainstay after its name change to J. Crew in 1983. Its high-water
mark came in that decade and into the nineties, when "preppy" was
not just for country clubs and country day schools. But the 21st
century would mark its downfall. J. Crew CEO Mickey Drexler
developed Old Navy for Gap when he led that American fashion icon,
and in 2004 snapped up Madewell's dormant intellectual property
(once a New England workwear manufacturer, itself founded in 1937)
to forge a similar growth plan for J. Crew. But too many stores in
too many malls, a huge pile of debt, and J. Crew's wild departure
in fashion and quality (under creative chief Jenna Lyons) drained
profits and tanked sales. The company went in and out of bankruptcy
in just a few months this past summer, but faces a long uphill
climb amid uncertainty about J. Crew's ability to right itself, and
its healthier but smaller brand's capacity to grow.
[*] Lovee Sarenas Joins Sklar Kirsh's Bankruptcy Practice
---------------------------------------------------------
Sklar Kirsh LLP boosted its Bankruptcy practice on Oct. 12, 2020,
with the addition of Senior Counsel Lovee Sarenas, an insolvency
lawyer, solution seeker, and upper-division bankruptcy law
professor at Southwestern Law School, where she obtained her J.D.
Ms. Sarenas focuses on mid-market business reorganizations and
trustee representation, representing corporate and individual
debtors in a wide array of industries, institutional banks and
creditors, committees of unsecured creditors, turnaround
professionals and fiduciaries in chapter 7 liquidations and chapter
11 reorganizations cases, out-of-court workouts, and corporate wind
downs.
"Being familiar with Lovee and the caliber of her practice over the
last two decades assured us she would be an incredible asset to the
team," said Sklar Kirsh Founding Partner Jeffrey A. Sklar, who
chairs the firm's Corporate practice.
Ms. Sarenas, who most recently practiced at Lewis Brisbois Bisgaard
& Smith LLP, will work closely with Sklar Kirsh Partner Robbin
Itkin, a Chambers USA-ranked restructuring specialist, and senior
bankruptcy practitioners Ian Landberg and Kelly Frazier. The
group's expansion enables the firm to undertake even more complex
and sophisticated bankruptcy and insolvency matters.
"Lovee prioritizes the development of cost-effective and efficient
solutions for any client's financial situation, making her a
natural fit for our bankruptcy team," said Sklar.
Ms. Sarenas is the first Filipino-American to have served as a
judicial clerk for two bankruptcy judges: the Honorable Ellen A.
Carroll (ret.) and the Honorable Richard M. Neiter (ret.). A member
of the USC Gould School of Law adjunct faculty teaching
international LLM students, Ms. Sarenas received her Bachelor's
degree cum laude from the University of the Philippines.
Sklar Kirsh LLP -- http://www.SklarKirsh.com/-- is a boutique law
firm that provides sophisticated and expert advice in the areas of
corporate, real estate, bankruptcy and entertainment law, as well
as commercial, real estate and entertainment litigation.
[*] Navid Kohan Recognized as America's Most Honored Lawyers
------------------------------------------------------------
The American Registry has confirmed that Los Angeles bankruptcy
attorney and personal injury attorney, Navid Kohan, has achieved
national recognition and awarded America's Most Honored Lawyers.
This award is achieved by the Top 5% American Lawyers, being
recognized for their continuous professional conduct and
accomplishments. In addition, Navid Kohan was awarded Top Rated
Lawyer for 2020, an award and recognition by The Legal Community
and Avvo.
Law Offices of Navid Kohan, APLC was founded in 2010 and has been
proudly serving the community for 10 years. During this past
decade, attorney Kohan has had the honor and privilege to work with
thousands of local Los Angeles residents and business owners. The
firm has represented thousands of Los Angeles consumers and
business owners, educating them about their finances and debts,
alleviating financial burdens that have negatively affected them
and their families.
In some instances, debt settlement options are available to get a
business owner or consumer back on track. However, at times, the
better way to eliminate debts and obtain financial freedom is by
implementing Federal Bankruptcy Law and filing Bankruptcy. There
are different bankruptcy chapters available, so many consumers and
business owners work with Attorney Kohan to determine which option
and route to take. The firm is one of few firms that has affordable
bankruptcy programs, offering lower cost Chapter 7 Bankruptcy
programs to help and assist consumers get eliminate debts.
Additionally, Attorney Kohan has been recognized as a Top Rated
Lawyer in 2020 by the legal community for his legal work. The firm
has represented thousands of Personal Injury victims and Bankruptcy
clients, recovering millions for injured victims. The firm is known
for its hands on approach, allowing clients to be directly
involved, step by step, during their injury case.
Law Offices Navid Kohan, APLC, is located at 5535 Balboa Blvd.,
Suite 228, Encino, CA 91316. The firm was established in 2010 and
has proudly served Los Angeles residents for over a decade.
[*] Nichola Timmons Named Chief of Newly-Formed Bankruptcy Office
-----------------------------------------------------------------
The Securities and Exchange Commission on Oct. 7 disclosed that
Nichola L. Timmons has been named Chief of the newly-formed Office
of Bankruptcy, Collections, Distributions, and Receiverships in the
Division of Enforcement.
This new office will centralize existing functions to continue to
achieve efficiencies and maximize results for investors. Among
other things, the office will oversee the process through which the
SEC collects outstanding monetary judgments, both in district court
and bankruptcy proceedings, and returns money to harmed investors
through distributions and the work of court-appointed receivers. As
Chief of the office, Ms. Timmons will oversee the bankruptcy,
collection, distribution, and receivership functions and the staff
currently dedicated to those functions.
Since 2018, Ms. Timmons has served as Supervisory Trial Counsel,
leading the SEC's distribution function. Prior to this, Ms. Timmons
was Assistant Director of Distributions, Logistics, and Services
from 2013 to 2018, Assistant Chief Litigation Counsel in the Office
of Distributions from 2011 to 2013, and Assistant Chief Litigation
Counsel in the Office of Collections and Distributions from 2008 to
2011. Ms. Timmons joined the SEC as a staff attorney in 1998.
During her career with the SEC, Ms. Timmons has overseen numerous
complex investigations and litigated matters related to
distributions, collections, and receiverships, and is the agency's
expert in distribution matters. Ms. Timmons spearheaded the
centralization of the SEC's distribution function, building
expertise and improving speed and efficiency in the distributions
process. This focus resulted in the SEC returning over $3.6 billion
to harmed investors over the past four years.
"Nichola is a strong leader who is widely respected across the
Division and I am thrilled to welcome her into the Division's
senior leadership," said Stephanie Avakian, Director of the SEC's
Division of Enforcement. "I am confident she will do an excellent
job creating and leading this new office and that with her
leadership we will achieve even greater results for investors."
Ms. Timmons said, "I am grateful for this opportunity and excited
to be leading a team of highly talented and dedicated staff in the
areas of bankruptcy, collections, distributions, and receiverships.
I look forward to continuing to advance the SEC's mission of
investor protection by ensuring funds are preserved, collected, and
distributed to harmed investors in a fair and efficient manner."
Ms. Timmons earned her bachelor's degree magna cum laude in
sociology from Wake Forest University in 1992, her master's degree
in sociology from Northwestern University in 1994, and her law
degree from the Georgetown University Law Center in 1998.
[^] BOND PRICING: For the Week from October 19 to 23, 2020
----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
24 Hour Fitness Worldwide HRFITW 8.000 1.174 6/1/2022
24 Hour Fitness Worldwide HRFITW 8.000 1.174 6/1/2022
AMC Entertainment Holdings AMC 5.750 7.615 6/15/2025
AMC Entertainment Holdings AMC 6.125 6.238 5/15/2027
AMC Entertainment Holdings AMC 5.875 6.556 11/15/2026
American Airlines 2013-1
Class B Pass
Through Trust AAL 5.625 92.500 1/15/2021
American Energy-
Permian Basin LLC AMEPER 12.000 1.683 10/1/2024
American Energy-
Permian Basin LLC AMEPER 12.000 1.683 10/1/2024
American Energy-
Permian Basin LLC AMEPER 12.000 1.683 10/1/2024
BPZ Resources BPZR 6.500 3.017 3/1/2049
Basic Energy Services BASX 10.750 21.500 10/15/2023
Basic Energy Services BASX 10.750 20.960 10/15/2023
Blue Ridge Bankshares BRBS 6.750 96.328 12/1/2025
Blue Ridge Bankshares BRBS 6.750 96.328 12/1/2025
Bristow Group Inc/old BRS 6.250 6.125 10/15/2022
Bristow Group Inc/old BRS 4.500 6.125 6/1/2023
Buffalo Thunder
Development Authority BUFLO 11.000 50.125 12/9/2022
CBL & Associates LP CBL 5.250 38.010 12/1/2023
CEC Entertainment CEC 8.000 5.000 2/15/2022
Calfrac Holdings LP CFWCN 8.500 9.000 6/15/2026
Calfrac Holdings LP CFWCN 8.500 9.000 6/15/2026
California Resources Corp CRC 8.000 1.875 12/15/2022
California Resources Corp CRC 6.000 1.250 11/15/2024
California Resources Corp CRC 8.000 1.745 12/15/2022
California Resources Corp CRC 6.000 1.582 11/15/2024
Callon Petroleum Co CPE 6.250 40.796 4/15/2023
Callon Petroleum Co CPE 6.375 26.146 7/1/2026
Callon Petroleum Co CPE 8.250 29.568 7/15/2025
Chesapeake Energy Corp CHK 11.500 16.250 1/1/2025
Chesapeake Energy Corp CHK 5.500 4.375 9/15/2026
Chesapeake Energy Corp CHK 6.625 4.625 8/15/2020
Chesapeake Energy Corp CHK 5.750 4.375 3/15/2023
Chesapeake Energy Corp CHK 7.000 4.375 10/1/2024
Chesapeake Energy Corp CHK 11.500 14.280 1/1/2025
Chesapeake Energy Corp CHK 8.000 4.375 6/15/2027
Chesapeake Energy Corp CHK 4.875 4.375 4/15/2022
Chesapeake Energy Corp CHK 8.000 4.125 1/15/2025
Chesapeake Energy Corp CHK 7.500 4.250 10/1/2026
Chesapeake Energy Corp CHK 8.000 4.142 3/15/2026
Chesapeake Energy Corp CHK 8.000 4.142 3/15/2026
Chesapeake Energy Corp CHK 8.000 4.299 1/15/2025
Chesapeake Energy Corp CHK 8.000 4.339 6/15/2027
Chesapeake Energy Corp CHK 8.000 4.142 3/15/2026
Chesapeake Energy Corp CHK 8.000 4.339 6/15/2027
Chesapeake Energy Corp CHK 8.000 4.299 1/15/2025
Chinos Holdings CNOHLD 7.000 0.332 N/A
Chinos Holdings CNOHLD 7.000 0.332 N/A
Chukchansi Economic
Development Authority CHUKCH 9.750 25.000 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 10.250 25.000 5/30/2020
Continental Airlines 2000-1
Class A-1 Pass
Through Trust UAL 8.048 98.631 11/1/2020
Continental Airlines 2000-1
Class B Pass
Through Trust UAL 8.388 94.793 11/1/2020
Continental Airlines 2012-2
Class B Pass
Through Trust UAL 5.500 98.669 10/29/2020
Dean Foods Co DF 6.500 1.275 3/15/2023
Dean Foods Co DF 6.500 1.044 3/15/2023
Diamond Offshore Drilling DOFSQ 7.875 6.500 8/15/2025
Diamond Offshore Drilling DOFSQ 5.700 6.750 10/15/2039
Diamond Offshore Drilling DOFSQ 4.875 7.000 11/1/2043
Diamond Offshore Drilling DOFSQ 3.450 7.000 11/1/2023
ENSCO International VAL 7.200 5.750 11/15/2027
EnLink Midstream Partners LP ENLK 6.000 43.125 N/A
Endologix ELGX 3.250 93.875 11/1/2020
Energy Conversion Devices ENER 3.000 7.875 6/15/2013
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 30.479 7/15/2023
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 30.579 7/15/2023
Extraction Oil & Gas XOG 7.375 25.000 5/15/2024
Extraction Oil & Gas XOG 5.625 25.000 2/1/2026
Extraction Oil & Gas XOG 7.375 24.623 5/15/2024
Extraction Oil & Gas XOG 5.625 24.671 2/1/2026
FTS International FTSINT 6.250 31.500 5/1/2022
Federal Home Loan Banks FHLB 2.900 99.294 10/23/2034
Federal Home Loan Mortgage FHLMC 0.500 99.614 4/27/2022
Federal Home Loan Mortgage FHLMC 0.760 99.866 10/27/2023
Federal Home Loan Mortgage FHLMC 0.600 99.876 4/27/2023
Federal Home Loan Mortgage FHLMC 0.600 99.229 10/30/2023
Federal Home Loan Mortgage FHLMC 0.700 99.819 4/27/2023
Federal Home Loan Mortgage FHLMC 1.000 99.837 1/27/2025
Federal Home Loan Mortgage FHLMC 1.020 99.789 4/28/2025
Federal Home Loan Mortgage FHLMC 0.800 99.879 10/27/2023
Federal Home Loan Mortgage FHLMC 0.750 99.856 7/27/2023
Federal Home Loan Mortgage FHLMC 0.650 99.602 1/27/2023
Federal Home Loan Mortgage FHLMC 0.710 99.773 4/28/2023
Federal Home Loan Mortgage FHLMC 0.555 99.891 7/27/2022
Federal Home Loan Mortgage FHLMC 0.510 99.736 4/28/2023
Federal Home Loan Mortgage FHLMC 0.800 99.702 10/27/2023
Federal Home Loan Mortgage FHLMC 0.850 99.354 4/30/2025
Federal Home Loan Mortgage FHLMC 0.650 99.789 10/27/2023
Ferrellgas Partners LP /
Ferrellgas Partners
Finance Corp FGP 8.625 18.000 6/15/2020
Ferrellgas Partners LP /
Ferrellgas Partners
Finance Corp FGP 8.625 20.000 6/15/2020
Fleetwood Enterprises FLTW 14.000 3.557 12/15/2011
Foresight Energy LLC /
Foresight Energy
Finance Corp FELP 11.500 0.469 4/1/2023
Foresight Energy LLC /
Foresight Energy
Finance Corp FELP 11.500 0.469 4/1/2023
Frontier Communications Corp FTR 10.500 42.500 9/15/2022
Frontier Communications Corp FTR 7.125 40.110 1/15/2023
Frontier Communications Corp FTR 7.625 42.500 4/15/2024
Frontier Communications Corp FTR 8.750 41.000 4/15/2022
Frontier Communications Corp FTR 6.250 40.125 9/15/2021
Frontier Communications Corp FTR 9.250 39.500 7/1/2021
Frontier Communications Corp FTR 10.500 42.496 9/15/2022
Frontier Communications Corp FTR 10.500 42.496 9/15/2022
GNC Holdings GNC 1.500 1.375 8/15/2020
General Electric Co GE 5.000 81.199 N/A
Global Marine GLBMRN 7.000 21.307 6/1/2028
Goldman Sachs Group Inc/The GS 1.420 99.623 10/29/2020
Goldman Sachs Group Inc/The GS 1.270 99.471 10/29/2020
Goodman Networks GOODNT 8.000 43.000 5/11/2022
Great Western Petroleum
LLC / Great Western
Finance Corp GRTWST 9.000 58.440 9/30/2021
Great Western Petroleum
LLC / Great Western
Finance Corp GRTWST 9.000 58.205 9/30/2021
Hertz Corp/The HTZ 6.250 43.125 10/15/2022
Hi-Crush HCR 9.500 3.497 8/1/2026
Hi-Crush HCR 9.500 7.180 8/1/2026
High Ridge Brands Co HIRIDG 8.875 2.914 3/15/2025
High Ridge Brands Co HIRIDG 8.875 2.914 3/15/2025
HighPoint Operating Corp HPR 7.000 25.819 10/15/2022
HighPoint Operating Corp HPR 8.750 22.241 6/15/2025
ION Geophysical Corp IO 9.125 70.041 12/15/2021
ION Geophysical Corp IO 9.125 70.261 12/15/2021
ION Geophysical Corp IO 9.125 70.261 12/15/2021
ION Geophysical Corp IO 9.125 70.261 12/15/2021
International Wire Group ITWG 10.750 89.250 8/1/2021
International Wire Group ITWG 10.750 88.750 8/1/2021
J Crew Brand LLC /
J Crew Brand Corp JCREWB 13.000 55.085 9/15/2021
JC Penney Corp JCP 6.375 0.880 10/15/2036
JC Penney Corp JCP 5.650 0.795 6/1/2020
JC Penney Corp JCP 7.400 0.600 4/1/2037
JC Penney Corp JCP 5.875 30.625 7/1/2023
JC Penney Corp JCP 7.625 0.580 3/1/2097
JC Penney Corp JCP 8.625 2.250 3/15/2025
JC Penney Corp JCP 5.875 31.000 7/1/2023
JC Penney Corp JCP 8.625 2.500 3/15/2025
JC Penney Corp JCP 6.900 0.242 8/15/2026
JCK Legacy Co MNIQQ 6.875 0.527 3/15/2029
JCK Legacy Co MNIQQ 7.150 0.903 11/1/2027
Jonah Energy LLC / Jonah
Energy Finance Corp JONAHE 7.250 3.250 10/15/2025
Jonah Energy LLC / Jonah
Energy Finance Corp JONAHE 7.250 3.022 10/15/2025
K Hovnanian Enterprises HOV 5.000 11.024 2/1/2040
K Hovnanian Enterprises HOV 5.000 11.024 2/1/2040
Kraft Heinz Foods Co KHC 3.500 104.015 7/15/2022
LSC Communications LKSD 8.750 16.063 10/15/2023
LSC Communications LKSD 8.750 15.796 10/15/2023
LegacyTexas Financial Group LTXB 5.500 94.790 12/1/2025
Lehman Brothers Holdings LEH 6.000 0.478 7/20/2029
Liberty Media Corp LMCA 2.250 46.938 9/30/2046
Lonestar Resources America LONE 11.250 13.500 1/1/2023
Lonestar Resources America LONE 11.250 13.197 1/1/2023
MAI Holdings MAIHLD 9.500 16.401 6/1/2023
MAI Holdings MAIHLD 9.500 16.401 6/1/2023
MAI Holdings MAIHLD 9.500 16.401 6/1/2023
MBIA Insurance Corp MBI 11.497 27.772 1/15/2033
MBIA Insurance Corp MBI 11.497 27.772 1/15/2033
MF Global Holdings Ltd MF 9.000 15.625 6/20/2038
MF Global Holdings Ltd MF 6.750 15.625 8/8/2016
Mashantucket Western
Pequot Tribe MASHTU 7.350 16.513 7/1/2026
Medtronic MDT 2.750 105.118 4/1/2023
Medtronic MDT 3.625 109.720 3/15/2024
Men's Wearhouse Inc/The TLRD 7.000 1.550 7/1/2022
Men's Wearhouse Inc/The TLRD 7.000 1.506 7/1/2022
NWH Escrow Corp HARDWD 7.500 40.750 8/1/2021
NWH Escrow Corp HARDWD 7.500 40.750 8/1/2021
Nabors Industries NBR 5.750 31.120 2/1/2025
Nabors Industries NBR 0.750 29.000 1/15/2024
Nabors Industries NBR 5.500 47.786 1/15/2023
Nabors Industries NBR 5.750 31.223 2/1/2025
Nabors Industries NBR 5.750 31.312 2/1/2025
Neiman Marcus Group LLC/The NMG 7.125 4.365 6/1/2028
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 4.750 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 14.000 27.250 4/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 14.000 27.250 4/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 5.156 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 4.327 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 5.156 10/25/2024
Nine Energy Service NINE 8.750 29.926 11/1/2023
Nine Energy Service NINE 8.750 29.926 11/1/2023
Nine Energy Service NINE 8.750 31.397 11/1/2023
Northwest Hardwoods HARDWD 7.500 35.750 8/1/2021
Northwest Hardwoods HARDWD 7.500 35.250 8/1/2021
OMX Timber Finance
Investments II LLC OMX 5.540 0.573 1/29/2020
Oasis Petroleum OAS 6.875 26.438 3/15/2022
Oasis Petroleum OAS 6.875 26.000 1/15/2023
Oasis Petroleum OAS 6.250 26.000 5/1/2026
Oasis Petroleum OAS 2.625 25.500 9/15/2023
Oasis Petroleum OAS 6.500 25.500 11/1/2021
Oasis Petroleum OAS 6.250 24.500 5/1/2026
Optimas OE Solutions
Holding LLC / Optimas OE
Solutions Inc OPTOES 8.625 65.250 6/1/2021
Optimas OE Solutions
Holding LLC / Optimas OE
Solutions Inc OPTOES 8.625 65.461 6/1/2021
Party City Holdings PRTY 6.125 24.750 8/15/2023
Party City Holdings PRTY 6.125 39.749 8/15/2023
Peabody Energy Corp BTU 6.000 46.186 3/31/2022
Peabody Energy Corp BTU 6.375 31.990 3/31/2025
Peabody Energy Corp BTU 6.375 30.976 3/31/2025
Peabody Energy Corp BTU 6.000 46.455 3/31/2022
Pride International LLC VAL 7.875 8.150 8/15/2040
Pride International LLC VAL 6.875 8.375 8/15/2020
Renco Metals RENCO 11.500 24.875 7/1/2003
Revlon Consumer Products REV 5.750 26.864 2/15/2021
Revlon Consumer Products REV 6.250 9.252 8/1/2024
Reynolds American BATSLN 3.250 103.881 11/1/2022
Rolta LLC RLTAIN 10.750 4.458 5/16/2018
SESI LLC SPN 7.125 24.607 12/15/2021
SESI LLC SPN 7.750 24.700 9/15/2024
SESI LLC SPN 7.125 25.480 12/15/2021
SandRidge Energy SD 7.500 0.500 2/15/2023
Sears Holdings Corp SHLD 6.625 4.046 10/15/2018
Sears Holdings Corp SHLD 6.625 4.046 10/15/2018
Sears Roebuck Acceptance SHLD 7.500 0.835 10/15/2027
Sears Roebuck Acceptance SHLD 6.500 0.688 12/1/2028
Sears Roebuck Acceptance SHLD 6.750 0.499 1/15/2028
Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014
Senseonics Holdings SENS 5.250 33.500 1/15/2025
Senseonics Holdings SENS 5.250 45.750 2/1/2023
Summit Midstream Partners LP SMLP 9.500 16.000 N/A
TerraVia Holdings TVIA 5.000 4.644 10/1/2019
Tesla Energy Operations TSLAEN 3.600 98.540 11/5/2020
Tilray TLRY 5.000 40.250 10/1/2023
Transworld Systems TSIACQ 9.500 27.000 8/15/2021
Ultra Resources Inc/US UPL 11.000 5.125 7/12/2024
Voyager Aviation Holdings
LLC / Voyager Finance Co VAHLLC 9.000 49.327 8/15/2021
Voyager Aviation Holdings
LLC / Voyager Finance Co VAHLLC 9.000 50.409 8/15/2021
*********
Monday's edition of the TCR delivers a list of indicative prices
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