/raid1/www/Hosts/bankrupt/TCR_Public/201203.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, December 3, 2020, Vol. 24, No. 337
Headlines
1069 RESTAURANT: Taps Booth Financial as Financial Advisor
ADMI CORP: S&P Affirms 'B' Issuer Credit Rating, Outlook Negative
ALFREDO GONZALEZ: Gomez Buying Harlingen Property for $257K
ALLEN SUPPLY: Court Extends Plan Exclusivity Thru December 8
AMERICAN COMMERCIAL: Voluntary Chapter 11 Case Summary
ANNAGEN LLC: Gibraltar Has 5% for Unsecureds in Competing Plan
ARTERA SERVICES: S&P Affirms 'B-' Rating on Senior Secured Notes
ARTISAN BUILDERS: Gutierrez Buying Phoenix Property for $85K
AUXILIUS HEAVY: Proposes Sale of Accounts Receivable to Kachina
BAINBRIDGE UINTA: Proposes Auction Sale of All Assets
BCPE EMPIRE: S&P Downgrades ICR to 'B-' on Increased Leverage
BK TECHNOLOGIES: Parties' Briefings on Plan, Dismissal Due Dec. 7
C&S GROUP: S&P Assigns 'BB-' Issuer Credit Rating
CARLOS ORTIZ: To Reply to U.S. Trustee's Objection to Property Sale
CENTURY 21 STORES: $175M Covid Claim vs. Insurers Finds Buyer
CENTURY 21: Proposes Private Sale of Insurance Action Interest
CHICK LUMBER: Proposes Private Sale of 3 Toyota Tacomas
CITRINE GLOBAL: Needs More Fundraising to Stay as a Going Concern
CLOUD9 ACQUISITION: S&P Assigns 'B-' ICR; Outlook Stable
COLLINS MOTOR: Case Summary & 20 Largest Unsecured Creditors
COMMAND ENERGY: Trustee Proposes PMI Auction of Two Trucks
CORRIDOR MEDICAL: Unsecureds Could Get 100% in 84 Months
CRITTENDEN EMS: Objections to West Memphis Property Sale Due Dec. 2
CT TECHNOLOGIES: S&P Upgrades ICR to 'B-'; Outlook Positive
DASEKE INC: S&P Alters Outlook to Positive, Affirms 'B-' ICR
DMT SOLUTIONS: S&P Affirms 'B-' ICR on BCC Software Acquisition
ENALASYS CORPORATION: Plan Hopes to Recover $1M from Lawsuits
ENERGY FISHING: Proposes Enterprise Auction of 8 Trucks
EXGEN RENEWABLES: S&P Rates New $750 Million Senior Term Loan 'BB-'
FALL CREEK PLAZA: Court Approves Disclosure Statement
FALL CREEK PLAZA: Unsecureds to be Paid in Full in 4 Years
FIC RESTAURANTS: U.S. Trustee Unable to Appoint Committee
FIVE DREAMS: Asks Agreement Approval on $2.5M Acworth Property Sale
FOURTH QUARTER: Hires Caplan Cobb as Special Litigation Counsel
FROG POND GRADING: Unsecureds Will Recover 25% in Plan
GAVILAN RESOURCES: Court Okays Bankruptcy Liquidation Plan
GAVILAN RESOURCES: Unsecureds Out of Money in Mesquite Sale Plan
GEMINI HDPE: Moody's Rates New $600MM Term Loan B 'Ba3'
GLOBAL MINISTRIES: S&P Lowers Housing Bond Ratings to 'CCC'
GLOBAL MINISTRIES: S&P Lowers Housing Project Bond Ratings
GOBP HOLDINGS: S&P Alters Outlook to Positive, Affirms 'B+' ICR
GRACIE'S VENTURES: Case Summary & 20 Largest Unsecured Creditors
GROW INC: Court Confirms 2nd Amended Plan of Reorganization
GROW INC: Unsecureds Will Get $42,000 Under Plan
GULFPORT ENERGY: U.S. Trustee Appoints Creditors' Committee
H&E EQUIPMENT: S&P Rates New $1.25BB Senior Unsecured Notes 'BB-'
HARRY ALLEN HART: Latham Buying Riverside Property for $2.1 Million
HOTEL OXYGEN: Contested Hearings on Noteholders' Plan Ongoing
IMERYS TALC: Arnold & Itkin Says Disclosures Inadequate
IMERYS TALC: Cyprus Says 3rd Amended Disclosures Still Insufficient
IMERYS TALC: Kline & Specter's Joinder to Disclosure Objection
IMERYS TALC: Plan Disclosures Hearing Reset to Dec. 17
IMERYS TALC: RMI Excess Says Plan Disclosures Incomplete
JAMES M. THOMPSON: Unsecureds Will Recover 100% in Plan
JOY WADE: Case Summary & 10 Unsecured Creditors
KAISER ALUMINUM: S&P Places 'BB+' ICR on CreditWatch Negative
KELLY GRAINGER: $149K Sandy Ridge Township Property to NCDOT Okayed
KELLY GRAINGER: NCDOT Buying Sandy Ridge Township Property for $47K
KNAPPSKY LLC: Case Summary & Unsecured Creditor
LA KASA DESIGN: U.S. Trustee Unable to Appoint Committee
LANAI HOLDINGS: S&P Alters Outlook to Developing, Affirms 'CCC' ICR
LBM ACQUISITION: S&P Assigns 'B' ICR on Acquisition by Bain
LIFEPOINT HEALTH: S&P Rates $500MM Unsecured Notes 'CCC+'
LILIS ENERGY: Closes Sale of All Assets to Ameredev
LONESTAR RESOURCES: Joint Prepackaged Plan Confirmed by Judge
LONESTAR RESOURCES: Successfully Completes Restructuring
MALLINCKRODT PLC: Balks at Move to Create Official Equity Group
MANSIONS APARTMENT: Case Summary & 19 Unsecured Creditors
MANZANA CAPITAL: Urban Offers $900K for San Diego Property
MERMAID BIDCO: S&P Assigns 'B-' ICR on Leveraged Buyout by CapVest
MID-ATLANTIC SYSTEMS: Proposes Auction Sale of Vehicles
MIRACLE RESTAURANTS: Case Summary & 19 Unsecured Creditors
MONDORIVOLI LLC: U.S. Trustee Unable to Appoint Committee
NATIONSTAR MORTGAGE: S&P Rates $650MM Senior Unsecured Notes 'B'
NEW LIBERTY HOSPITAL: S&P Cuts 2010B Revenue Bond Rating to 'B+'
NINEPOINT MEDICAL: U.S. Trustee Unable to Appoint Committee
NOSCE TE IPSUM: Creditors to Get Paid by Property Sale Proceeds
NOSCE TE IPSUM: Metro 214 Objects to Disclosure Statement
OASIS PETROLEUM: Gets OK to Hire AlixPartners as Financial Advisor
PARAGON OFFSHORE: Court Tosses Hammersley Reconsideration Bids
PLUTO ACQUISITION I: S&P Alters Outlook to Positive, Affirms B- ICR
PUERTO RICO HOSPITAL: Century Buying Carolina Realty for $4 Million
REFFICIENCY HOLDINGS: S&P Assigns 'B-' ICR; Outlook Stable
REISINGER HOLDINGS: Proposes Key Auction Sale of Assets
RENTPATH HOLDINGS: $587.5M CoStar Sale in Jeopardy Due to FTC Suit
ROAD INFRASTRUCTURE: S&P Places 'CCC+' ICR on Watch Positive
ROBERT A. RYALS: Selling Interest in Clay County Property for $10K
S B BUILDING: Court Confirms Fourth Modified Reorganization Plan
SANTA FE DIOCESE: Announces 20 Layoffs in Several Divisions
SBP HOLDING: S&P Withdraws 'B-' Issuer Credit Rating
SCHLETTER INC: Court Confirms Plan of Liquidation
SHD LLC: Case Summary & 2 Unsecured Creditors
SHOOT THE MOON: CapCall, Trustee Bids for Summary Judgment Junked
STEIN MART: Files Motion Seeking Bankruptcy Plan Extension
TAILORED BRANDS: Emerges From Chapter 11 Bankruptcy Protection
TARONIS FUELS: Has $5.2M Net Loss for Quarter Ended Sept. 30
TAURIGA SCIENCES: Management Says Going Concern Doubt Exists
TECHNICAL COMMUNICATIONS: Has $482K Net Loss for June 27 Quarter
TELKONET INC: Has $677,000 Net Loss for Quarter Ended Sept. 30
TERRA TECH: Posts $18.3M Net Loss for Quarter Ended Sept. 30
THERAPEUTICSMD INC: Discloses Substantial Doubt on Going Concern
THERMOGENESIS HOLDINGS: Has $2.6M Net Loss for Sept. 30 Quarter
TOUCHPOINT GROUP: Reports $775K Net Loss for Sept. 30 Quarter
TOWN SPORTS: U.S. Trustee Unable to Appoint Committee
TRANSENTERIX INC: Posts $15.1M Net Loss for Sept. 30 Quarter
TRANSFORMATION TECH: U.S. Trustee Unable to Appoint Committee
TRANSOCEAN LTD: Bonds Rose After It Addresses Default Claims
TRUEMETRICS: Chase Objects to Amended Plan & Disclosures
TRUEMETRICS: Unsecureds Will Recover 10.6% in Subchapter V Plan
TTK RE ENTERPRISE: $130K Sale of Egg Harbor Property to Allen OK'd
TUESDAY MORNING: U.S. Trustee Appoints New Committee Members
UNITED STATES CELLULAR: S&P Rates New Senior Notes 'BB'
VISUAL PERFORMANCE: Case Summary & 4 Unsecured Creditors
WEATHER KING: Court Conditionally Approves Disclosure Statement
WEATHER KING: Unsecureds Will Get 19% Dividend in Amended Plan
WING SPIRIT: Case Summary & 20 Largest Unsecured Creditors
WISCONSIN APPLE: Gets OK to Hire Heller Draper as Counsel
WOOF INTERMEDIATE: S&P Assigns 'B-' ICR; Outlook Stable
ZOHAR FUNDS: Court Okays Sale of Pittsburgh Copper Company
[*] 20 Retailers That Could File Bankruptcy in the 1st Half of 2021
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
1069 RESTAURANT: Taps Booth Financial as Financial Advisor
----------------------------------------------------------
1069 Restaurant Group, LLC and its affiliates received approval
from the U.S. Bankruptcy Court for the Middle District of Florida
to employ Booth Financial Advisory Services, LLC as their financial
advisor.
The firm's services will include assistance with the special
projects and operations of the Debtors, consulting regarding cash
flow forecasts, and general financial advice.
Booth Financial will charge $250 per hour for its services.
An advance fee of $40,000 was paid to Booth Financial on Oct. 2 for
its post-petition services and expenses.
Booth Financial does not represent interests adverse to the Debtors
in matters upon which it is to be engaged, according to court
filings.
The firm can be reached through:
Erich J. Booth
Booth Financial Advisory Services LLC
968 Lakeview Dr
Madison, GA, 30650-1426
Phone: 706-342-0926
Email: ebooth@communicomm.com
About 1069 Restaurant Group
1069 Restaurant Group, LLC is an operator of franchised buffet
restaurants. The group is the largest Golden Corral franchisee,
with 33 restaurants in Florida and Georgia.
1069 Restaurant Group and its affiliates concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Lead Case No. 20-05582) on Oct. 5, 2020.
Eric A. Holm, manager, signed the petitions. The Hon. Lori V.
Vaughan is the case judge.
1069 Restaurant Group was estimated to have assets of $10 million
to $50 million and liabilities of $50 million to $100 million.
The Debtors tapped Shuker & Dorris, P.A., led by R. Scott Shuker,
as their counsel and Rosenfield and Company, PLLC as their
financial advisor.
The U.S. Trustee for Region 21 appointed a committee to represent
unsecured creditors in the Debtors' Chapter 11 cases on Nov. 3,
2020. The committee is represented by Brinkman Law Group PC.
ADMI CORP: S&P Affirms 'B' Issuer Credit Rating, Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on ADMI
Corp. following the company's announcement of its acquisition of CC
Dental Implants Holding, LLC for $1.135 billion.
CC provides non-clinical business support services to ClearChoice
Dental Implant Centers. ADMI will fund the acquisition with a $1.2
billion incremental first-lien term loan. Its revolver (undrawn at
closing) will upsize to $250 million from $75 million.
S&P also affirmed its 'B' issue-level rating on the company's
existing first-lien debt, including the upsized revolver. At the
same time, S&P assigned its 'B' issue-level rating and '3' recovery
rating to the company's new $1.2 billion incremental term loan.
S&P said, "The negative outlook reflects the integration risk
inherent in the sizable ClearChoice acquisition and our view that
the dental industry remains susceptible to the effects of the
ongoing coronavirus pandemic."
"While we expect the acquisition to increase ADMI's leverage to
about 7.5x in 2021, we project it will improve its leverage below
7.0x in 2022 and continue to generate sufficient cash flow to fund
its de novo expansion, which we believe is commensurate with a 'B'
rating."
"The steady recovery in the company's operating performance and the
EBITDA contribution from its announced acquisition will partially
offset the effect of the additional debt on its adjusted leverage.
We expect ADMI's EBITDA margins to remain in the mid-teens percent
area, which is higher than those of many of its dental support
organization (DSO) peers. The company will offset the erosion of
its margins stemming from its increased de novo activity with
higher-margin specialty procedures performed at ClearChoice
practices and some procurement savings across the ADMI and
ClearChoice networks. We also expect it to have adequate liquidity.
Post transaction, we forecast ADMI will have additional cash of
about $35 million on its balance sheet and revolver availability of
$250 million."
The ClearChoice acquisition modestly increases ADMI's scale and
diversity profile and provides some cross-selling and cost-synergy
opportunities for the respective dental practices supported by ADMI
and CC.
ClearChoice practices are a pure-play, national network of same-day
dental implant providers. The practices offer surgical,
restorative, and laboratory services under one roof and is
therefore able to optimize its centers for efficiency and a better
patient experience with shorter treatment times compared with
individual practices. CC and its supported practices have a
leadership position in the dental implant niche with market share
of about 10% in the approximately $3 billion fixed full arch
procedures market. S&P expects CC to add about $550 million of
revenue, which will increase revenue by about 50% and make ADMI the
largest DSO in the U.S. (by revenue).
S&P said, "We view tooth replacement procedures as less
discretionary in nature because the patients mostly suffer from
periodontal disease and therefore overdentures or fixed full arch
procedures become a functional and medical necessity. With the
acquisition of CC, ADMI will derive about 40% of its total revenue
from the practices' operations in the faster-growing fixed arch
market (mid- to high-single digit percent growth rate compared with
the low- to mid-single-digit percent growth rate for general
dentistry)."
ClearChoice practices can also leverage the existing national
footprint of ADMI's practices and its marketing engine to reach
potential patients. Because the combined company will be the
biggest DSO in the U.S., S&P also expects it to negotiate better
pricing or discounts on consumables, supplies, materials, and
marketing.
S&P said, "We believe the operating environment is generally
favorable for ClearChoice practices given the edentulous population
and its upfront cash, private-pay model, which limits its
reimbursement risk. However, there is still some risk that
ClearChoice practices will see slower demand for implants amid an
economic downturn because patients may settle for cheaper
alternatives, like dentures, or delay their tooth replacement in
less severe cases. Due to the upfront payments that ClearChoice
practices receive ahead of its procedures, we expect its working
capital, as it relates to its deferred revenue, may become volatile
in an economic downturn. ADMI has not undertaken such a large
acquisition before. Therefore, we view an acquisition of this size
as presenting some integration risk."
Although ADMI and CC were able to reduce their costs and preserve
cash during the trough of the COVID-19 pandemic, the coronavirus'
longer-term impact remains uncertain.
The demand at ADMI's practices recovered significantly over the
past several months following the material revenue decline it
reported in the second quarter of 2020. ADMI's third-quarter
revenue was about 13% higher than during the same period in the
prior year while its EBITDA margins also improved because of
management's cost-savings initiatives and its slower de novo growth
pace. ClearChoice practices also experienced a material revenue
decline in the second quarter that was not as deep as much of
dentistry. However, procedure volumes have recovered and
third-quarter revenue rose by 60% relative to the previous quarter
on a generally accepted accounting principles (GAAP) basis and 30%
on a cash basis, generating similar revenues as third quarter of
2019. ADMI's GAAP EBITDA also increased each quarter due to its
variable cost structure and reduced spending.
However, until there is a vaccine or cure for COVID-19, the
longer-term effects of any potential change in patient behavior
will remain uncertain as some patients likely choose to seek care
only when necessary, causing the demand for preventative dental
care to fluctuate. Somewhat offsetting this risk is the geographic
diversity of the company's practice locations, which could limit
the impact of geographically concentrated outbreaks.
The negative outlook on ADMI reflects the integration risk stemming
from its sizable acquisition of CC and S&P's view that the dental
industry remains susceptible to the effects of the ongoing
coronavirus pandemic.
S&P said, "We would consider a downgrade if ADMI's performance
deteriorates for a prolonged period due to weakening demand or an
unsuccessful integration, leading to material EBITDA margin
contraction and sustained negative free cash flow."
"We could revise our outlook on ADMI to stable if we become more
confident that same-store visits and procedure volumes at its
supported practices have stabilized, giving us greater confidence
that it will sustain adjusted leverage of less than 7x and steady
cash flow generation."
ALFREDO GONZALEZ: Gomez Buying Harlingen Property for $257K
-----------------------------------------------------------
Alfredo Gonzalez and Hector Facundo ask the U.S. Bankruptcy Court
for the Southern District of Texas to authorize the sale of their
non-exempt real property identified as 2201 N G St., Harlingen,
Texas to Cristina Gomez $257,000.
The Subject Property has a current listing price of 249,500. It
does not have any Liens attached to it with regards to agreements
and it is therefore free and clear in that sense. However, the
Debtors believe that it may have encumbrances, with regards to
Judgement Liens and or Statutory liens, affecting it.
By the Motion, the Debtors ask an Order of the Court, authorizing
them to sell to the Buyer the Property further described in their
One to Four Family Residential Contract (Resale) Contract. Exhibit
A contains an estimated breakdown of the closing cost provided by
the Debtors' Realtor Connie De La Garza.
The Purchaser's offer is the best that has been received for the
Property and the sale price is consistent with the fair market
value of the Property. The Purchaser is prepared to pay the
purchase price, immediately and has provided proof of funds to the
listing Agent: It is a "VA Loan" sale. The closing date for the
Contract is Dec. 2, 2020.
The closing cost will include the ad valorem taxes, if any, will be
paid on a prorated based amount on the date of closing. Other
closing costs will include but are not limited to are: Title
Policy; Survey fee, Sellers' assistance to buyers; Tax service fee;
Escrow fee; State Fees; Documents Preparation; Sales Commission
will be paid with the $257,000 sales proceeds.
After payment of all amounts owed at closing, the balance that
Debtors may receive, if any, the Debtors will use those funds to
pay any other lien creditor affecting the property. Judgement
Liens, if deem valid and having presented all proper documentation,
will be paid on the date of closing with the remaining amounts of
$226,954 as estimated and stated on Exhibit A.
After payment of all amounts owed at closing, the balance that
Debtors may receive, if any, the Debtors will use those funds to
pay any remaining monies paid to the Chapter 11 Plan and amounts
will be placed in the Debtors DIP account. Then once the Debtors'
Chapter 11 Plan approved, the funds will be disbursed to the
Creditors.
The Debtors ask that the notice and deadline for responses and
objections, pursuant to Federal Rule of Bankruptcy Procedure 2002,
be shortened to four days, specifically, Nov. 09, 2020 and,
schedule the hearing on the Motion for Nov. 13, 2020 at 9:00 a.m.
(CT) via Telephonic and Video Participation. Objections, if any,
must be filed within 21 days from the date notice.
A copy of the Contract and Exhibit A is available at
https://tinyurl.com/y5kztc5v from PacerMonitor.com free of charge.
Alfredo Gonzalez and Hector Facundo sought Chapter 11 protection
(Bankr. S.D. Tex. Case No. 20-10209) on Aug. 31, 2020. The Debtors
tapped Christopher Phillippe, Esq., as counsel.
ALLEN SUPPLY: Court Extends Plan Exclusivity Thru December 8
------------------------------------------------------------
At the behest of The Allen Supply & Laundry Service, Inc., the
Honorable John K. Sherwood of the U.S. Bankruptcy Court for the
District of New Jersey extended to December 8, 2020, the period in
which the Debtor may file a chapter 11 plan.
Prior to the COVID-19 situation, the Debtor was on the cusp of an
agreement with a party in the same line of business to sell its
accounts. The pandemic caused the sale discussions to be delayed as
both the Debtor's business and the purchaser's business were shut
down.
Now, restrictions are slowly lifting up, both businesses now are
opened on a limited basis. Notwithstanding, sale discussions have
recommenced and the Debtor expects to file papers with the Court to
approve the sale in the next few weeks. The Debtor has also
recently retained a real estate broker to market its real property
for sale.
With the granted extension, the Debtor will be able to continue to
work on any related works or address any issues to formulate their
Chapter 11 plan.
About The Allen Supply & Laundry Service
Founded in 1920, The Allen Supply & Laundry Service, Inc. provides
dry cleaning and laundry services. The Allen Supply & Laundry
Service sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D.N.J. Case No. 19-10132) on Jan. 3, 2019. At the time of
the filing, the Debtor was estimated to have assets of $1 million
to $10 million and liabilities of less than $1 million.
The Honorable John K. Sherwood oversees the case. The Debtor tapped
Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel; New &
Karfunkel, P.C. as special counsel; and Speed Financial Services,
Inc. as an accountant. Beechwood Capital Advisors was hired as the
Debtor's business broker; and Re/Max Traditions as its real estate
broker.
AMERICAN COMMERCIAL: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: American Commercial Management, LLC
aka ACM, LLP
7616 Branford Place, Suite 350
Sugar Land, TX 77479
Business Description: American Commercial Management, LLC is a
Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: November 30, 2020
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 20-35718
Judge: Hon. Jeffrey P. Norman
Debtor's Counsel: Wayne Kitchens, Esq.
HUGHES WATTERS ASKANASE
Total Plaza
1201 Louisiana Street, 28th Floor
Houston, TX 77002
Tel: (713) 759-0818
Email: wkitchens@hwa.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Susan Rozman, manager.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/24STGSA/American_Commercial_Management__txsbke-20-35718__0001.0.pdf?mcid=tGE4TAMA
ANNAGEN LLC: Gibraltar Has 5% for Unsecureds in Competing Plan
--------------------------------------------------------------
Gibraltar IT, LLC, a creditor of debtor Annagen, LLC, has prepared
a Competing Chapter 11 Plan of Reorganization and a corresponding
Disclosure Statement for the Debtor.
Gibraltar IT proposes this Competing Plan as it believes it is a
more stable corporate entity, has sounder financial footing and
will be able to offer all creditors treatment that is equal to or
better than that being offered by the Debtor.
Based upon the Monthly Operating Reports, which have been filed by
the Debtor from time to time, the likelihood of the Debtor actually
being profitable in the long term and being able to pay on a Plan
of Reorganization seems unlikely.
Below provides what is believed to be the Claims as such currently
exist:
* Class IA Secured Claims. This class is impaired with estimated
amount of claims $1,519,195.64 and debtor's estimated recovery
31.75%.
* Class lB Secured Claims. This class is impaired with estimated
amount of claims $1,763,603.33 and debtor's estimated recovery
2.5%.
* Class 3 Unsecured Claims. This class is impaired with
estimated amount of claims $7,391,716.79 and debtor's estimated
recovery 2.5%.
* Class 4 Late Filed Claims. This class is impaired with
estimated amount of claims $19,300.54.
* Class 6 Equity Holders Interests. This class is impaired.
Debtor will not recover.
Gibraltar believes that it can improve on the above-proposed
payments in the following fashion:
-- Class IA Secured Claims. This class is impaired with estimated
amount of claims $1,519,195.64 and Gibraltar's estimated recovery
35%.
-- Class lB Secured Claims. This class is impaired with estimated
amount of claims $1,763,603.33 and Gibraltar's estimated recovery
5%.
-- Class 3 Unsecured Claims. This class is impaired with
estimated amount of claims $7,391,716.79 and Gibraltar's estimated
recovery 5%.
-- Class 4 Late Filed Claims. This class is impaired with
estimated amount of claims $19,300.54 and Gibraltar's estimated
recovery 2.5%.
-- Class 6 Equity Holders Interests. This class is impaired and t
Gibraltar's estimated recovery is variable.
The Competing Plan is a reorganization plan. Accordingly, after
payment of all professional administrative costs, Administrative
Claims and Priority Tax Claims, holders of allowed Class 3 Claims
will receive a pro rata distribution of the funds available to be
paid from the Competing Plan. Sums to be paid to Class 3 Claim
holders will be realized from: (i) Debtor's cash flow/future
income; (ii) proceeds of Causes of Action pursued by the Debtor or
settled prior to the Effective Date. Payments and distributions
under the Competing Plan will be funded by the revenues and profits
generated from the operation of the successor entity to Annagen,
LLC.
On Confirmation of the Competing Plan, all property of the Debtor,
tangible and intangible, including, without limitation, licenses,
furniture, fixtures and equipment, will revert, free and clear of
all Claims and Equitable Interests except as provided in the
Competing Plan, to Gibraltar or a successor entity. Gibraltar
expects to have sufficient cash on hand to make the payments
required on the Effective Date.
Distributions to Class 3 Claim holders will be made on a monthly
basis by the Debtor.
A full-text copy of the Competing Disclosure Statement dated
October 5, 2020, is available at https://tinyurl.com/yyd7y3gv from
PacerMonitor.com at no charge.
Counsel for Gibraltar:
Lawrence V. Young, Esquire
CGA Law Firm
135 N. George Street
York PA 17401
Telephone: 717-718-7110
lyoung@cgalaw.com
About Annagen LLC
Annagen, LLC is a privately held corporation that provides
colocation, infrastructure and application hosting services that
work side by side with a large variety of industries including
healthcare, financial, education, transportation and government to
accelerate their technology evolution from the ground to the cloud.
It operates a data center in Harrisburg, Pa. Visit
https://www.netrepid.com for more information.
Annagen filed a Chapter 11 petition (Bankr. M.D. Pa. Case No.
19-03631) on Aug. 27, 2019. The petition was signed by Annagen
President Samuel D. Coyl. At the time of the filing, Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities. Judge Henry W. Van Eck oversees the case.
Debtor has tapped Purcell, Krug & Haller and the Law Offices of
John M. Hyams as its bankruptcy counsel; Thomas, Thomas & Hafer,
LLC as its special counsel; and RSB & Associates, P.C. as its
accountant.
ARTERA SERVICES: S&P Affirms 'B-' Rating on Senior Secured Notes
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issue-level rating on Artera
Services LLC's senior secured notes due 2025, which the company is
proposing to upsize. The recovery rating on the debt remains '4',
indicating its expectation of average (30%-50%; rounded estimate:
40%) recovery of principal in the event of a payment default. The
company intends to use the net proceeds from the notes for general
corporate purposes, including paying off current balances on its
securitization facility. S&P expects the transaction will maintain
leverage above 6x, in line with its previous expectations for
2020.
At the same time, S&P affirmed its 'B-' issue-level ratings and the
company's senior secured term loan and revolver. The recovery
ratings remain '4', indicating S&P's expectation of average
(30%-50%; rounded estimate: 40%) recovery. In addition, S&P
affirmed the 'CCC' issue-level rating on its senior secured
second-lien term loan. The '6' recovery rating indicates S&P's
expectation that lenders would receive negligible (0%-10%; rounded
estimate: 0%) recovery of their principal in the event of a payment
default.
S&P said, "Our ratings on Artera reflect the company's position in
the highly fragmented and competitive utility services industry.
The stable outlook reflects the improvement in credit metrics pro
forma for recent acquisitions and our expectation that demand for
the company's maintenance, repair, and upgrade work will remain
stable over the next 12 months."
Issue Ratings—Recovery Analysis
Key analytical factors
-- S&P's simulated default scenario assumes a payment default
stemming from broader macroeconomic weakness, which leads to a
slowdown in outsourcing and reduced or postponed maintenance
spending by Artera's utilities customers. This could be further
exacerbated if the company cannot attract or retain a skilled labor
force, with a loss of significant customers.
-- S&P believes if Artera were to default, a viable business model
would remain because of its market position and customer
relationships. Therefore, the rating agency believes debtholders
would achieve the greatest recovery value through reorganization
rather than liquidation. S&P values the company using a 5x EBITDA
multiple, in line with engineering and construction peers.
-- S&P also assumes the company's cash flow revolver is 85% drawn
at default.
Simulated default assumptions
-- Simulated year of default: 2022
-- EBITDA at emergence: $203 million
-- EBITDA multiple: 5x
Simplified waterfall
-- Net enterprise value (after 5% admin. costs): $965 million
-- Priority claims, including accounts receivable securitization:
$182 million
-- Total collateral value available to first-lien debt: $784
million
-- Secured first-lien debt claims: $1.85 billion
-- Recovery expectations: 30% to 50% (rounded estimate: 40%)
-- Total collateral value available to second-lien debt: $0
million
-- Secured second-lien debt claims: $142 million
-- Recovery expectations: 0% to 10% (rounded estimate: 0%)
Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from non-obligors after non-obligor
debt.
Ratings List
To From
Artera Services, LLC
Senior Secured B-/Stable/-- B-/Stable/--
Ratings Affirmed
Artera Services, LLC
Artera Services Borrower, LLC
Artera Services Buyer, Inc.
Senior Secured B- B-
Recovery Rating 4(40%) 4(45%)
Senior Secured CCC CCC
Recovery Rating 6(0%) 6(0%)
ARTISAN BUILDERS: Gutierrez Buying Phoenix Property for $85K
------------------------------------------------------------
Artisan Builders, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona to authorize the short sale of the real
property located at 2256 N. 21St Drive, Phoenix, Arizona to Aldo
and Nancy Gutierrez for $85,000.
The Debtor is a homebuilder. At the time of filing its Petition,
it held title to 18 parcels of real property on most of which it
had been in the process of constructing single family residences.
The subject of the Motion, 2256 N. 21St Drive, is one of two lots
of the Debtor's on which no construction had commenced.
The Debtor has entered into a Vacant Land/Lot Purchase Contract for
the sale of 2256 N. 21St Drive to the Buyers. The purchase price
is $85,000. Escrow is to close Nov. 30, 2020, or upon Court
approval.
Angelo Angeleri holds a note secured by a first position deed of
trust with original balance of $127,000. There is a second
position deed of trust recorded against 2256 N. 21St Drive in favor
of Lawrence Beckett, securing an obligation in the principal amount
of $60,000.
On Oct. 20, 2020, the Court issued its Order Authorizing Employment
of Broker Urban Blue Realty, LLC, and Nicolas Blue to list and sell
the N. 21St Drive Property for the Debtor. Pursuant to its
agreement with the Debtor, it will receive a commission in the
transaction of $3,000. The Purchase Contract calls for the Buyers'
agent, Brooks Carlsen and My Home Group, to receive a $2,125 sales
commission, representing 2.5% of the contract price.
The contemplated sale, therefore, is a short sale. The amount due
under the two secured liens will exceed the purchase price and
exceed the value of the lot. To allow the sale to take place, the
senior lender, Mr. Angeleri, has agreed to accept the net proceeds,
those available after payoff of the commissions and closing costs.
The net proceeds to be distributed to Mr. Angeleri is estimated to
be $78,000. The holder of the second position deed of trust will
not receive any of the sales proceeds.
The sale of the N. 21St Drive Property is a typical transaction of
the Debtor's, although unique in the sense it is a lot and not a
completed residence being sold. The sale, if approved, will allow
the pay down its obligations to Mr. Angeleri. There will be no
funds available for the Debtor.
Finally, the Debtor asks Court approval of the sale in accordance
with Section 363 and Bankruptcy Rule 6004.
A copy of the Contract is available at https://tinyurl.com/y2k67zap
from PacerMonitor.com free of charge.
About Artisan Builders
Artisan Builders, LLC, located at 17916 N. 93rd Street, Scottsdale,
Arizona, is a full service general contractor specializing in
custom homes. Artisan Builders sought Chapter 11 protection
(Bankr. D. Ariz. Case No. 20-07501) on June 24, 2020. In the
petition signed by James Guajardo, manager, the Debtor was
estimated to have assets and liabilities in the range of $1 million
to $10 million. The Debtor tapped Richard W. Hundley, Esq., at The
Kozub Law Group, PLC as counsel. Urban Blue Realty, LLC, and
Nicolas Blue serve as brokers.
AUXILIUS HEAVY: Proposes Sale of Accounts Receivable to Kachina
---------------------------------------------------------------
Auxilius Heavy Industries, LLC, asks the U.S. Bankruptcy Court for
the Southern District of Indiana to authorize the sale of its
accounts receivable Kachina Consulting, LLC for 82.5% of the actual
outstanding balance of the Accounts, free and clear of liens,
claims, encumbrances, or interests.
By its Sale Order, the Court approved the sale of substantially all
of the Debtor's assets to the Buyer. The sale contemplated but did
not include the Accounts. In connection with negotiating the
closing of such sale, the parties have reached terms for the sale
of the Accounts.
The Debtor believes that the sale is in the best interest of the
estate based on the challenges it will face collecting the Accounts
after the sale of substantially all of its assets closes, given
that it will have no employees to manage that process. The Buyer
assumes the cost and all risk of collection after the sale of the
Accounts making the discount being offered by the Debtor of 17.5%
of the gross amount of the Accounts reasonable. The Buyer also has
a continuing interest in the relationship with its account debtors
post-closing, making the Buyer uniquely positioned to offer the
highest value for the Accounts. For that reason, the Debtor did
not seek another buyer for the Accounts.
The total purchase price for the Accounts is 82.5% of the actual
outstanding balance of the Accounts on the closing date and there
are no contingencies to the Buyer's obligation to close other than
obtaining the authority sought by the Motion. The Buyer is not
obligated to purchase any questionable accounts but the terms allow
for the Debtor to resolve any issues with the Accounts so that they
may be sold to Buyer.
The Debtor has paid off the DIP Loan outstanding at the time the
Sale Order was entered so that the proceeds of that sale will
satisfy in full the remaining secured claim against the Accounts
when it closes. In an abundance of caution, however, the Debtor
proposes to transfer any remaining lien in favor of Purdue
Employees Federal Credit Union ("Pefcu"), the only secured creditor
having an interest in the Accounts, to the proceeds of the sale.
There is no personally identifiable information in the Accounts.
A copy of the Motion will be provided to the following: (a) the
Office of the United States
Trustee; (b) those creditors holding the 20 largest unsecured
claims against the Debtor; (c) counsel to the DIP Lender and Pefcu;
(d) all other secured creditors of records; and (e) all owners of
the Debtor, including counsel for Kathy Parker who formally held an
ownership interest in the Debtor.
The Debtor submits that sound business justification exists to sell
the Accounts at this time and in the manner proposed. The risk of
being able to collect the Accounts is eliminated by the proposed
sale and the discount being offered by the Debtor is reasonable
under the circumstances.
Finally, the Debtor asks that the Court waives the 14-day stay
period under Bankruptcy Rules 6004(h).
About Auxilius Heavy
Based in Carmel, Indiana, Auxilius Heavy Industries, LLC, is a
privately held company that operates in the wind industry. The
company offers wind turbine services, including blade inspections
and repairs, end of warranty inspections, turbine cleaning, and
supplemental manning. The company serves wind farms located in the
following states: California, Colorado, Illinois, Indiana, Iowa,
Michigan, Nebraska, New Mexico, Texas, and Pennsylvania. It also
has offices located in Los Angeles, CA; Bradfod, Illinois, and
Fowler, Indiana.
The company filed for chapter 11 bankruptcy protection (Bankr. S.D.
Ind. Case No. 20-01963) on March 26, 2020, with total assets of
$639,911 and total liabilities of $2,025,877. The petition was
signed by Michael Kidwel, president.
The Hon. James M. Carr presides over the case.
The Debtor tapped KC Cohen, Lawyer, PC as its legal counsel and
Sanders Tax Service as its accountant. Ken Wolff and Stan Mills of
Richey, Mills & Associates, LLP serve as the Debtor's financial
advisor and forensic accountant.
On July 20, 2020, the Court appointed Ken Wolff of Richey, Mills &
Associates, LLP, as Financial Advisor.
BAINBRIDGE UINTA: Proposes Auction Sale of All Assets
-----------------------------------------------------
Bainbridge Uinta, LLC, and Bainbridge Uinta Holdings, LLC, ask the
U.S. Bankruptcy Court for the Northern District of Texas to
authorize the auction sale of substantially all assets to the
highest and/or best bidder pursuant to the Bid Procedures Order,
entered Oct. 30, 2020, if and only if they elect to proceed with a
363 Sale instead of a Chapter 11 Plan.
The Debtors have worked diligently with their prepetition secured
lender, White Oak Global Advisors, LLC, to establish an agreed
framework and path forward for these Bankruptcy Cases, as more
fully set forth in their Agreement for Framework for Consensual
Resolution of Chapter 11 Cases Between Debtors and White Oak Global
Advisors, LLC. Pursuant to the Framework Agreement, the Debtors
are concurrently pursuing a potential 363 Sale or confirmation of a
Chapter 11 Plan, whichever is in the best interests of their
estates and creditors. They have sought to retain an investment
bank, Petrie Partners Securities, LLC, to assist with marketing the
Debtors' assets and negotiating and implementing the proposed
Transaction.
The Framework Agreement contemplates that the Debtors, together
with the Investment Banker, will immediately begin soliciting
offers to purchase the Debtors' assets and/or become a sponsor for
a potential Chapter 11 Plan. Based upon the offers and proposals
received, the Debtors will elect whether to pursue a 363 Sale or
confirmation of a Chapter 11 Plan.
As more full set forth in the Framework Agreement, the Debtors
retain the right to pursue confirmation of a Chapter 11 Plan
instead of conducting a 363 Sale. White Oak retains certain rights
related to both the 363 Sale process and potential Plans, which are
set forth in the Bid Procedures and the Framework Agreement, and
any Transaction remains subject to the provisions of such Framework
Agreement.
By the Motion, the Debtors ask authority to sell substantially all
of their assets to the highest and/or best bidder pursuant to the
Bid Procedures Order, entered Oct. 30, 2020, if and only if the
Debtors elect to proceed with a 363 Sale instead of a Chapter 11
Plan. The Motion does not apply to any potential Chapter 11 Plan.
Accordingly, the Debtors reserve the right to not proceed with the
Motion.
Per the Bid Procedures, the key dates and deadlines for the
Transaction process are:
a. Nov. 2, 2020 - Deadline for Debtors to file and serve the
Notice of Contracts and Cure Amounts
b. Nov. 2, 2020 - Deadline for Debtors to make the Form APA
available in the Data Room
c. Nov. 20, 2020 at 5:00 p.m. - Deadline for objections to
proposed Cure Amounts
d. Nov. 20, 2020 at 5:00 p.m. - Deadline for Debtors to make
the Form Sale Order approving the Sale into the Data Room
e. Nov. 24, 2020 at 5:00 p.m. - Call for Offers: Deadline for
potential bidders and potential Plan Sponsors to submit Letters of
Intent
f. Dec. 8, 2020 at 5:00 p.m. - Deadline for Debtors, in
consultation with the Consultation Parties and subject to the
Agent's consent, to select Stalking Horse, if any
g. Dec. 17, 2020 at 5:00 p.m. - Deadline to submit Plan
Sponsor bids (if no Stalking Horse is timely selected)
h. Dec. 17, 2020 - Deadline for Debtors, in consultation with
the Consultation Parties and subject to the Agent's reasonable
consent, to elect whether to ask confirmation of a Plan with a Plan
Sponsor acceptable to the Agent or to proceed with a 363 Sale (in
accordance with and subject to the terms of the Sale/Plan Framework
Agreement)
i. Dec. 18, 2020 at 5:00 p.m. - Deadline to submit Qualified
Bids for 363 Sale
j. Dec. 21, 2020 at 9:00 a.m. - Auction
k. Dec. 22, 2020 (at least 24 hours prior to Sale Hearing) -
Deadline for Debtors to file Sale Notice
l. Dec. 22, 2020 at 5:00 p.m. - Deadline for objections to
Sale
m. Dec. 23, 2020 at 9:30 a.m. - Sale Hearing
n. Jan. 15, 2020 - Deadline for Debtors to close on a 363 Sale
In addition to these dates and deadlines, the Debtors have
undertaken to establish a deadline for parties to file
administrative expense claims. Pursuant to the Court's Order (I)
Establishing Bar Date for Filing Administrative Expense Claims;
(II) Approving Form and Manner of Notice of Administrative Bar
Date; and (III) Granting Related Relief, and except as otherwise
provided therein, any parties wishing to assert administrative
expense claims arising or incurred prior to Nov. 30, 2020 must file
a motion with the Court seeking allowance of such claims by no
later than Dec. 15, 2020 at 5:00 p.m. (CT).
As more fully set forth in the Bid Procedures, the Debtors have
until Dec. 8, 2020 to select a Stalking Horse Bidder, if at all.
Generally, if a Stalking Horse Bidder is selected and is not the
Successful Bidder, the Stalking Horse may become entitled to
certain Bid Protections (subject to the Bid Procedures) in the form
of: (a) an expense reimbursement for reasonable and documented
out-of-pocket expenses incurred in connection with the Stalking
Horse Agreement in an aggregate amount equal to the lesser of (i)
actual reasonable and documented out-of-pocket expenses and (ii)
$150,000; and (b) a break-up fee in an amount not to exceed 2.5% of
the cash portion of the purchase price under the Stalking Horse
Agreement.
White Oak has until the commencement of the Sale Hearing to submit
its Credit Bid in the Sale process, which, if submitted in
accordance with the Framework Agreement and Bid Procedures, will
constitute the highest and best offer for the Debtors' Assets.
The sale will be "as is, where is," free and clear of liens,
claims, interests, and encumbrances.
Through the Sale process, the Debtors will conduct an open process
in accordance with the Bid Procedures, subject to review by the
Court, that recognizes the rights of all parties-in-interest while
providing the Debtors' estates with reasonably equivalent value in
exchange for their assets.
The Debtors, pursuant to the Bid Procedures, have disclosed the
Cure Amounts which they believe must be paid in connection with
their potential assumption of contracts and leases. The actual
contracts and leases to be assumed will depend on the outcome of
the Auction process and the terms of the Successful Bidder's
Qualified Bid and APA. Nevertheless, to ensure the stability of
the Auction process and to expedite the matters to be resolved
prior to the closing of the Transaction, the Debtors ask as part of
the Motion that all Cure Amounts be fixed according to the
procedures set forth in the Bid Procedures pertaining to their
notice of Cure Amounts and counter-party's opportunities to object
to the same.
The Debtors propose that any Cure Amount objections be heard and
finally determined at the Sale Hearing, or at such other time as
set by the Court or as mutually agreed to by them and the objecting
counterparty. They also ask authority to assume and assign to the
Successful Bidder any and all Designated Contracts, and that such
Designated Contracts be deemed assumed by the Debtors and assigned
to the Successful Bidder pursuant to the Sale Order.
To ensure that adequate notice of the Motion is provided, the
Debtors will serve it upon the Official Limited Service List in
these Cases. They submit that, in light of the nature of the
relief sought, no other or further notice need be given.
About Bainbridge Uinta
Bainbridge Uinta, LLC, develops and operates fields to extract
crude oil and natural gas.
Bainbridge Uinta sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Tex. Case No. 20-42794) on Sept. 1,
2020. In the petition signed by CEO Paul D. Ching, the Debtor was
estimated to have assets of between $50 million and $100 million
and liabilities of between $50 million and $100 million.
Joseph M. Coleman, Esq. of Kane Russell Coleman Logan PC serves as
counsel to the Debtors. Oak Hills Securities Inc. has tapped as
financial advisor to the Debtors. Stretto is the Debtors' claims
and noticing agent.
BCPE EMPIRE: S&P Downgrades ICR to 'B-' on Increased Leverage
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on BCPE Empire
Holdings Inc. (doing business as Imperial Dade) to 'B-' from 'B'.
At the same time, S&P lowered its first-lien issue-level rating to
'B-' from 'B'. It assigned the same 'B-' first-lien issue level
rating to the proposed $180 million first lien term loan add-on.
S&P also lowered its second-lien issue level rating to 'CCC' from
'CCC+'. Its '3' recovery rating on the first-lien debt and '6'
recovery rating on the second-lien debt remain unchanged.
S&P said, "The downgrade reflects our expectation that Imperial
Dade's pursuit of debt-funded acquisitions will cause its adjusted
leverage to remain elevated above 7x on a sustained basis. The
company plans to issue an incremental $180 million term loan to
finance $105 million of acquisitions it has signed letters of
intent (LOI) for and to repay $35 million of outstanding ABL
borrowings. Imperial Dade will also retain about $33 million of
cash on its balance sheet, which it intends to apply toward future
mergers and acquisitions (M&A). We expect that the company's pro
forma adjusted leverage will increase to 7.9x as of the quarter
ending Dec. 31, 2020. While we expect the contributions from its
acquisitions and the demand for its janitorial sanitation and food
service disposable products to lead to a 21% increase in its
revenue and a 40 basis point (bps) improvement in its margins over
the next 12 months, we believe Imperial Dade's adjusted leverage
will remain in the low- to mid-7x area through 2021 and anticipate
that its continued pursuit of acquisitions will likely cause it to
sustain leverage of more than 7x."
"We do not expect any abatement in the company's appetite for
debt-funded acquisitions as it continues to focus on industry
consolidation and enhancing its market penetration. Imperial Dade's
focus on growth though industry consolidation is evident in its
acquisitive track record. Since the beginning of 2019, the company
has accelerated the pace of its acquisitions and completed 11
transactions, bringing its total to 22 since 2016. Because of its
debt-funded path to growth, Imperial Dade's leverage increased to
9.9x as of the end of 2019."
"Prior to the onset of the pandemic, we expected the company's
leverage to improve below 7.0x by the end of 2020. However, given
its intent to maintain its acquisition pace, we believe Imperial
Dade's incremental debt burden, as well as the top-line headwinds
stemming from the coronavirus pandemic, have pushed out its
deleveraging prospects. We expect the company's revenue to increase
by 13.5% in 2020 with adjusted margins of 7.6%. Despite the lower
demand from the hospitality and fine dining sectors, the company's
revenue has shown some resilience due to the strength of the demand
in its grocery and convenience store verticals. In addition, the
demand for its higher-margin janitorial sanitation products remains
strong and has helped support its margins, though we expect this
demand to moderate gradually in 2021 as the demand for its
lower-margin core product base rebounds following the abatement of
the pandemic."
"The stable outlook reflects our expectation that continued demand
for Imperial Dade's janitorial sanitation and food service
disposable products will support steady revenue growth and stable
profitability, leading to FOCF of $70 million-$80 million and
adjusted leverage in the low- to mid-7x area in 2021."
"We could raise our ratings on Imperial Dade if it outperforms our
base-case expectations with adjusted leverage declining below 7.0x
and FOCF to debt in the mid- to high-single digit percent area on a
sustained basis. In our view, the reduction in the company's
leverage and improvement in its credit metrics will depend on
management's adoption of a more conservative financial policy,
including no material debt-funded acquisitions or shareholder
returns."
While unlikely over the next 12 months, S&P could lower its ratings
on Imperial Dade if:
-- The company materially underperforms S&P's base-case
expectations for sales and earnings, resulting in negative FOCF and
a failure to deleverage from its very high leverage levels such
that its capital structure becomes unsustainable; or
-- The company's liquidity materially weakens due to persistent
FOCF deficits because of a weakened operating performance, large
debt-financed acquisitions, integration missteps from recent
acquisitions, customer losses, or an unexpected spike in costs.
BK TECHNOLOGIES: Parties' Briefings on Plan, Dismissal Due Dec. 7
-----------------------------------------------------------------
On Nov. 16, 2020, Chief Bankruptcy Judge B. McKay Mignault convened
a hearing, in BK Technologies, Inc.'s bankruptcy case, to consider
confirmation of the Debtor's Amended Plan of Reorganization, and
the Motion to Dismiss Chapter 11 Bankruptcy Case Pursuant to 11
U.S.C. Sec. 1112(b) or Alternatively, to Convert filed by Dr.
Dominic and Sherrie Cottrell, together with the Joinder filed by
Garden Grill Steakhouse, LLC.
The judge on Nov. 17 ordered that upon consideration of the
testimony presented and given the late hour the court adjourned
the hearing and with the consent of the parties, in lieu of final
closing arguments, the parties will submit post-hearing briefing
including proposed findings of facts and conclusions of law by
December 7, 2020.
Upon receipt of the briefing, the court will take this matter under
advisement. The court will consider the issue further and
determine, among other things, whether further proceedings
regarding it are necessary, and the form and context in which the
court's decision shall be delivered.
About BK Technologies
BK Technologies Inc. filed a Chapter 11 petition (Bankr. N.D. W.Va.
Case No. 20-00170) on Feb. 27, 2020. At the time of the filing,
the Debtor had estimated assets of between $100,001 and $500,000
and liabilities of less than $50,000. Judge Frank W. Volk oversees
the case. Sheehan & Associates, P.L.L.C., is the Debtor's legal
counsel.
C&S GROUP: S&P Assigns 'BB-' Issuer Credit Rating
-------------------------------------------------
S&P Global Ratings assigned its 'BB-' issuer credit rating to
Keene, N.H.-based distributor C&S Group Enterprises LLC.
At the same time, S&P assigned its 'B' issue-level rating and '6'
recovery rating to the company's proposed senior unsecured notes.
The '6' recovery rating indicates S&P's expectation for negligible
(0%-10%; rounded estimate: 0%) recovery in the event of a payment
default.
S&P expects C&S to remain a leading player in the highly fragmented
wholesale grocery industry.
C&S controls about 20% market share in a highly competitive and
consolidating industry. It benefits from long-term vendor and
supply contracts, which helps mitigate continued supermarket
self-distribution. Despite phasing out its agreements with Ahold
over the next three years, S&P expects C&S to remain one of the
four largest wholesale grocery distributors in the U.S. with a
leading market share especially in the mid-Atlantic and Northeast.
Its purchasing power and reach allows it to be a relatively
low-cost operator in an industry with high barriers to entry.
C&S also benefits from broadly diversified vendor relationships
with none accounting for more than 10% of total purchases in fiscal
2020. Also, with the unwinding of the Ahold contract and Southeast
Grocers (SEG) divesting its BiLo stores, C&S is shifting its
strategy to focus on more profitable independent retailers and
increase concentration with large chains.
Notwithstanding these strengths, C&S' position remains threatened
by the changing dynamics of the highly competitive and low-margin
U.S. grocery industry.
S&P said, "In our view, C&S' customer base will remain under
significant pressure once the tailwinds from consumer eat-at-home
habits during the COVID-19 pandemic dissipate, as small and
regional food retailers navigate e-commerce and merchandising
changes. Challenges also remain for larger chain clients. Two of
C&S' top four customers (excluding Ahold), Tops Friendly Markets
and SEG, filed for bankruptcy in recent years. While both emerged
in 2018, C&S' store footprints and sales have shrunk. Finally, the
Ahold business still represents about 38% of the company's net
sales. We project its top three customers will represent about 68%
of total sales in 2021."
S&P expects C&S will have sufficient cushion to absorb the gradual
loss of contracts with Ahold through margin growth, supporting its
rating and outlook.
S&P anticipates leverage will modestly increase to the low-3x area
in fiscal year 2021 (ended in September) from 2.9x in fiscal year
2020. C&S continues to benefit from COVID-19-driven elevated demand
with better margins offsetting the loss of contracts with Ahold.
Like many essential retailers, C&S' results were positive amid the
COVID-19 pandemic, with sales growth of about 7% in the last two
quarters of fiscal 2020. S&P expects sales will continue to benefit
over the short term from this surge of demand. However, the impact
on EBITDA remained negligible over the same period as EBITDA
margins declined about 20 basis points (bps) because of additional
pandemic-related costs for personal protective equipment and
cleaning.
The decline in Ahold's purchase volumes will be gradual between
February 2021 and April 2024.
S&P said, "We estimate about 18% of C&S' sales will be lost by the
end of fiscal 2022. However, we expect management to implement cost
savings and efficiency measures to improve profitability and offset
pressure from these top-line declines." In particular, the company
is realigning its distribution network post Ahold while lowering
overhead expenses."
"Our base case assumes limited tuck-in acquisitions in the next 1-2
years as it focuses on improving margins and credit metrics.
However, given the industry's consolidating dynamic, there is a
risk that management could pursue a large acquisition. This would
likely introduce additional financial and integration risk not
contemplated in our base-case scenario."
"The stable outlook on C&S reflects our expectation that modest
improvement in its thin margins over the next few years will offset
the gradual loss of contracts with Ahold and support adjusted debt
to EBITDA in the low-3x area and FFO to debt above 20% over the
next 12 months. We also expect C&S' acquisition activity will be
limited in the next few years."
S&P could lower its ratings on C&S during the next 12 months if:
-- Adjusted debt to EBITDA approaches 4x as a result of
deteriorating operating performance or a change in financial
policy;
-- FFO to total debt declines below 20%; or
-- The company uses debt to fund acquisitions.
While unlikely during the next 12 months, S&P could raise its
ratings on C&S if:
-- S&P develops a more favorable view of the company's competitive
position, arising from management's ability to substantially grow
the company's operations while expanding profit margins; or
-- Operating performance prospects improve (excluding Ahold), and
S&P expects the company to maintain leverage below 3x on a
sustained basis; and
-- S&P expects FFO to total debt of about 30% or higher.
CARLOS ORTIZ: To Reply to U.S. Trustee's Objection to Property Sale
-------------------------------------------------------------------
Judge Enrique S. Lamoutte of the U.S. Bankruptcy Court for the
District of Puerto Rico ordered Carlos H. Ortiz Colon and his wife,
Maribel Rodriguez, to state their position within seven days as to
the U.S. Trustee's objection to their proposed sale of the real
property located at Apt. D-302 in Condominion Bayside Cove, San
Juan, Puerto Rico, Juan Francisco Rivera Hernandez for $195,000,
filed on Nov. 25, 2020.
As part of the Debtors' reorganization, they have decided to sell
various properties that are not needed for the reorganization and
for their Dairy Farm business operations. The property is one of
the properties to be sold.
On April 4, 2019, secured creditor, Banco Popular de Puerto Rico
("BPPR") filed a secured claim numbered 4, in the amount of $52,904
for property. On June 11, 2019, BPPR filed a Motion for Relief
from Stay Under 36 regarding the property. The Motion was granted
by the Court and the Stay was lifted as per Order entered on July
1, 2019. BPPR then filed an In Rem foreclosure complaint over the
property which was numbered SJ2019CV09822.
The funds will be used to pay the following liens: (i) First Rank
Mortgage Lien owed to BPPR; (ii) Second Mortgage Rank Lien owed to
First Bank de Puerto Rico.
A copy of the Contract is available at https://tinyurl.com/y559zyyh
from PacerMonitor.com free of charge.
Carlos H. Ortiz Colon and Maribel Rodriguez Rios (Bankr. D.P.R.
Case No. 19-01384-ESL11) and Vaqueria Ortiz Rodriguez, Inc. (Bankr.
D.P.R. Case No. 19-01386-ESL11) sought Chapter 11
protection on March 14, 2019. The cases are administratively
consolidated under Case No. 19-01384. Homel Mercado Justiniano,
Esq. represent the Debtors.
CENTURY 21 STORES: $175M Covid Claim vs. Insurers Finds Buyer
-------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that there's an unusual asset
up for grabs in Century 21 Stores' going-out-of-business sale: a
stake in its long-shot legal fight against insurers.
The New York department store company, which filed for bankruptcy
in September 2020, claims it's owed more than $175 million from
business interruption policies because Covid-19 devastated its
operations, according to court papers. The claim is the most
valuable possession that the doomed chain has left, and proceeds
from selling it would help repay creditors after Century 21 closes
for good.
Thousands of businesses across the U.S. -- including more than a
dozen professional baseball teams and an iconic Hollywood
restaurant -- began similar legal battles against insurers after
the virus crushed the global economy this year. But insurance
companies have mostly prevailed, arguing that diseases can't cause
the physical damage needed to trigger a payout, or pointing to
clauses that exclude viruses.
Still, Century 21's legal claim has found a buyer. Precisely who
isn't clear -- lawyers for the chain have asked the bankruptcy
judge to keep the identity a secret. The exact sale price wasn't
disclosed either, but the proceeds would be at least enough to pay
off Century 21’s secured debt, which totaled more than $50
million at the time of the bankruptcy filing. A hearing is
scheduled for Tuesday in New York.
Insurance Roster
Targets of Century 21's lawsuit include units of Allianz SE, Great
American Fidelity Insurance Co. and Liberty Mutual Insurance Co.
Representatives for the companies either declined to comment or
didn't respond to messages.
"Insurers have been prevailing because the policy language is very
clear," Mark Friedlander, a spokesperson for the Insurance
Information Institute, said in emailed comments. "Global pandemics
are largely uninsurable. Business interruption insurance policies
are intended to cover direct physical damage such as property
losses caused by windstorms and fires."
Insurers Win Most -- But Not All -- Covid Lawsuits
Policy writers in the industry got wind of the potential for losses
after the SARS outbreak in 2003, which prompted many carriers to
add specific virus waivers to their contracts.
Century 21 said in court papers that the company had planned its
insurance coverage carefully, paying more than $1.4 million a year
in premiums to about a dozen insurers for protection such as
property damage, business interruption "and other situations in
which access to the vicinity of the debtors' stores is
restricted."
One carrier actually paid the company’s pandemic claim. The rest
refused, and Century 21 blamed them for its September bankruptcy
filing. It's seeking payment of more than $175 million covering
March through May 31, 2020 and it might ask for more to cover later
months as well as consequential damages.
About Century 21 Department Stores
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.com/for
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 September 16, 2020, the Office of the United States Trustee
appointed the official committee of unsecured creditors pursuant to
Section 1102(a)(1) of the Bankruptcy Code.
CENTURY 21: Proposes Private Sale of Insurance Action Interest
--------------------------------------------------------------
Century 21 Department Stores, LLC, and its affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to authorize
the private sale of interest in the proceeds that now exist or may
arise on account of the Insurance Action in the Supreme Court of
the State of New York to the Participant.
The Debtors were reasonably positioned to weather the effects of
the global COVID-19 pandemic as a result of their careful insurance
planning. The Policyholders are named insureds under various
insurance policies that in the aggregate provide for up to $350
million of insurance coverage, including for property damage,
business interruption and other situations in which access to the
vicinity of the Debtors' stores is restricted. In exchange for the
protection afforded by the Insurance Policies, the Policyholders
paid in excess of $1.4 million annually in premiums to their
property and business interruption insurance carriers. However,
with one exception, the Insurers decline to honor the terms of the
Insurance Policies and indemnify the Plaintiffs for their COVID-19
losses.
The Insurers' refusal to honor their obligations under the
Insurance Policies forced the Policyholders to commence the
Insurance Action and ultimately caused the Debtors to commence the
Chapter 11 Cases. On July 8, 2020, Debtor C21 and the other
Policyholders commenced against the Defendants a suit in the
Supreme Court of the State of New York (a) alleging breach of the
relevant Insurance Policies as a result of the Defendants' failure
to compensate the Policyholders for their losses under the
Insurance Policies, (b) seeking damages of over $175 million for
the period March 2020 through May 31, 2020 and reserving their
right to ask additional amounts for subsequent time periods, and
(c) seeking consequential damages in an amount to be determined.
On Sept. 11, 2020, the Plaintiffs removed the Insurance Action from
State Court to the U.S. District Court for the Southern District of
New York. Following referral of the Insurance Action from the
District Court to the Court, docketed at Adversary Proceeding No.
20-1222 (SCC), on Oct. 16, 2020, the Court entered a Case
Management and Scheduling Order in the Insurance Action.
Despite exploring strategic alternatives, the Debtors' lack of
liquidity and mounting expenses forced the Debtors to liquidate
their assets for the benefit of their creditors. As part of those
liquidation efforts, the Debtors now propose to monetize their
largest asset, the claims against the Insurers under the Insurance
Policies. While claims under the Insurance Policies themselves
exceeded $175 million at the time the Insurance Action was
commenced and continue to grow, litigation is inherently fraught
with risk. Further, the Defendants are well-funded and intend to
defend vigorously the Insurance Action, which means prosecuting the
Insurance Action likely will be costly and protracted.
Therefore, the Debtors believe that a sale of the Insurance Action
Interest now, which is supported by the Prepetition Agent, will
best maximize the value of their assets, pay off their secured debt
in full, and provide an immediate and meaningful distribution to
their general unsecured creditors.
The Participant with the Debtors, ultimately agreeing to enter into
the Participation Agreement and consummate the Sale, with the
Participant's express requirement that the Debtors ask approval of
a "private sale." After much legal and economic evaluation of the
claims asserted in the Insurance Action, and in consultation with
their advisors, the official committee of unsecured creditors and
the Prepetition Agent, the Debtors agreed to the Sale on the terms
set forth in the Participation Agreement.
The principal terms of the Participation Agreement are:
(a) Participation Price. As set forth in the Participation
Agreement
(b) Good Faith Deposit. As set forth in the Participation
Agreement
(c) Insurance Action Interest:
i. Subject to the terms and conditions of the
Participation Agreement, the Policyholders will sell, and the
Participant will acquire, a participation interest in the
Policyholders' interest in the Proceeds that now exist or may arise
on account of the Insurance Action. The Proceeds are "any cash,
interest, penalties, legal fees, fees, damages, settlements,
reimbursements, costs, expenses, sanctions, penalties, monetary
award or other amounts or property paid or distributed by, or on
behalf of the Insurers at any point in time in satisfaction,
settlement or resolution of Policy Claims to which any one or more
Debtors are entitled."
ii. In addition, under the Participation Agreement, the
Plaintiffs will share in any Proceeds received pursuant to a
damages award by a court of competent jurisdiction after exhaustion
of all appeals (or the time for such appeal having expired), or
pursuant to a binding settlement agreement, in excess of a minimum
threshold set forth in the Participation Agreement and in the
amounts set forth in the Participation Agreement.
(d) Free and Clear: The Insurance Action Interest is to be
transferred free and clear of all mortgages, liens, security
interests, charges, easements, leases, subleases, covenants, rights
of way, options, claims, restrictions or encumbrances of any kind.
The Prepetition Agent has agreed that, upon Closing, it will
release any liens, claims, and interests it has on the Insurance
Action, the Insurance Action Interest, or the Proceeds, with such
liens, claims and interests to attach to the Purchase Price
received by the Debtors.
Contemporaneously with the filing of the Motion, the Debtors will
be filing a motion to seal to redact certain information in the
Motion and the Participation Agreement. Accordingly, they will
serve redacted copies of the Motion, the Participation Agreement,
the proposed Sale Order and all exhibits upon all interested
parties.
A hearing on the Motion is set for Dec. 16, 2020 at 10:00 a.m.
(ET). The Objection Deadline is Dec. 11, 2020 at 4:00 p.m. (ET).
A copy of the Agreeement is available at
https://tinyurl.com/yysnazw8 from PacerMonitor.com free of charge.
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.
CHICK LUMBER: Proposes Private Sale of 3 Toyota Tacomas
-------------------------------------------------------
Chick Lumber, Inc. asks the U.S. Bankruptcy Court for the District
of New Hampshire to authorize the private sale of the following
three Toyota Tacomas: (i) red 2011 Toyota Tacoma, VIN
5TFUX4EN7FX036051 ("Red Tacoma #2"), (ii) black 2011 Toyota Tacoma,
VIN 5TFUU4EN2FX129617, and (iii) red 2011 Toyota Tacoma, VIN
5TFUX4EN9FX036634 ("Red Tacoma #1"), to one or more bona fide,
non-insider offerors that make the best offers therefor equal to or
in excess of the Private Sale Value given for each Subject Vehicle
or a lower offer acceptable so long as the net proceeds on the sale
of each vehicle are greater than the amount of the secured debt,
and such net proceeds are paid to Secure Creditor Citizens Bank,
N.A.
The Debtor will solicit offers for the Subject Vehicles from a
local Toyota dealer, the public via a vehicle website and by word
of mouth, but will not advertise the Subject Vehicles for sale,
hold an auction sale of the Subject Vehicles or make any other
formal effort to find a buyer because the cost seems to be
prohibitive in relation to the value of the Subject Vehicles.
The sale will be "as is, where is" and "with all faults" and
without express or implied warranties of any nature whatsoever
(other than the implied warranty of title), free and clear of all
liens, claims and interests.
Contemporaneously with filing the Motion, the Debtor served a
Notice of Intended Sale of Property of the Estate (Black Tacoma,
Red Tacoma #1 and Red Tacoma #2) on Citizens, all creditors and
other parties in interest entitled to notice pursuant to the
Limited Notice Order; and the following Potential Record
Lienholders or their attorneys of record: Herget Building Supply,
Inc., GreatAmerica Financial Services Corp., Corporation Title
Service Co., as Representative, BFG Corp., and American Express
Bank, FSB.
The Liens Filing Search Results Report dated Sept. 11, 2019 shows
that the Potential Record Lienholders claim, or may claim liens of
record that may have encumbered the Subject Vehicles on the
Petition Date. The Subject Vehicles are all titled motor vehicles
as shown by the Title Applications.
Except for motor vehicles which are inventory in the hands of the
UCC debtor, security interests and other liens on motor vehicles
must be perfected by noting the lien on the Certificate of Title to
the vehicle. The Subject Vehicles are not inventory. As shown by
the Certificate of Title, the Secured Creditor holds the only lien
on the Subject Vehicles. The net proceeds of the sale will be
remitted to Citizens and will automatically reduce the value of its
collateral (as agreed to by the parties or determined by the Court
in the absence of an approved collateral and collateral value
agreement) on a dollar for dollar basis.
The Subject Vehicles constitute less than all, or substantially all
of the property of the estate as shown by Schedules A and B.
On Sept. 14, 2020, the Debtor obtained Kelley Blue Book ("KBB")
values for each of the Subject Vehicles. The Private Sale Value of
the Vehicles are: (i) the Black Tacoma is $15,424, with a Private
Party Value Range of $14,190 to $16,657; (ii) the Tacoma #1 is
$14,954, with a Private Party Value Range of $13,720 to $16,187;
and (iii) the red Tacoma #2 is $15,727, with a Private Party Value
Range of $14,503 to $16,950.
The Debtor will not sell a Subject Vehicle for less than an
Acceptable Price. Each sale of a Subject Vehicle will authorize
the Debtor to market, sell, grant and convey the Subject Vehicles
to a buyer or buyers for an amount equal to, or in excess of the
Minimum Prices payable in cash, free and clear of all liens, claims
and interests.
The Debtor asks the Court to authorize it (i) to deduct from the
gross proceeds of each sale, without further order, the amount of
any closing costs or expenses incurred by it in negotiating and
closing a sale, except for legal fees which must be approved by the
Court; and (ii) to pay over to Citizens the amount due on account
of the first priority secured claim held by such creditor, in full
satisfaction of such secured claim.
In the Debtor's business judgment, losing the opportunity to sell
the Subject Vehicles for the Contract Price under the current
circumstances would be imprudent.
About Chick Lumber
Chick Lumber, Inc. -- https://www.chicklumber.com/ -- is a dealer
of lumber, plywood, steel beams, engineered wood, trusses, steel
and asphalt roofing, windows, doors, siding, trim, stair parts, and
finish materials. It also offers drafting and design, installation,
delivery, outside sales, and plan reading and estimating services.
Chick Lumber sought Chapter 11 protection (Bankr. D.N.H. Case No.
19-11252) on Sept. 9, 2019, in Concord, N.H. In the petition
signed by Salvatore Massa, president, the Debtor disclosed between
$1 million and $10 million in both assets and liabilities. Judge
Bruce A. Harwood oversees the case. William S. Gannon PLLC is the
Debtor's legal counsel.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Oct. 3, 2019. The Committee is represented by
Goldstein & McClintock, LLLP as its legal counsel.
CITRINE GLOBAL: Needs More Fundraising to Stay as a Going Concern
-----------------------------------------------------------------
Citrine Global Corp. filed its quarterly report on Form 10-Q,
disclosing a net loss of $1,229,470 on $0 of revenues for the three
months ended Sept. 30, 2020, compared to a net loss of $405,659 on
$35,652 of revenues for the same period in 2019.
At Sept. 30, 2020, the Company had total assets of $3,974,123,
total liabilities of $1,425,192, and $2,548,931 in total
stockholders' equity.
The Company said, "As of December 31, 2019, the Company had
incurred accumulated losses of approximately US$10.6 million, and
based on the projected cash flows, and Company's cash balance, the
Company's management was of the opinion that without further
fundraising, it would not have sufficient resources to enable it to
continue advancing its activities, including the development,
manufacturing, and marketing of its products, which cast
substantial doubt on the entity's ability to continue as a going
concern."
A copy of the Form 10-Q is available at:
https://bit.ly/39GtnCO
Citrine Global, Corp., a technology company, engages in the design,
development, and commercialization of a platform utilizing
proprietary vaporization technology to enable health, wellness, and
beauty treatments in Israel, the United States, Canada, and Europe.
Its products include Novokid, a device for the treatment of head
lice and eggs; and Shine, a device for the treatment and
rejuvenation of the hair and scalp. The company was formerly known
as TechCare Corp. and changed its name to Citrine Global Corp. in
August 2020. Citrine Global Corp. is headquartered in Tel Aviv,
Israel.
CLOUD9 ACQUISITION: S&P Assigns 'B-' ICR; Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to Cloud9
Acquisition, Inc. (d/b/a Syndigo LLC). The outlook is stable.
The rating agency also assigned its 'B-' issue-level rating and '3'
recovery rating to the company's proposed first-lien credit
facility and 'CCC' issue-level rating and '6' recovery rating to
the proposed second-lien credit facility.
S&P said, "The stable outlook reflects our view that Syndigo will
generate free operating cash flow (FOCF) to debt of at least 3% in
2021, which we view as sufficient to service its debt obligations.
The outlook also reflects our expectation that revenue growth will
be in the 18%-20% range in 2021, driven by the full year benefit of
acquisitions and organic growth through new client wins."
Syndigo operates in a highly fragmented marketplace within a niche
sector in the commerce ecosystem. The company's recent spate of
acquisitions is part of its strategy to be the dominant provider of
digital product information and content solutions within that
ecosystem. As part of this strategy, the company also invested in
its SaaS platform--Content Experience Hub (CXH)--to connect
manufacturers and retailers on a single end-to-end platform.
S&P said, "Our issuer credit rating on Syndigo represents the
strength of its CXH SaaS platform within the highly fragmented
marketplace and the potential to materially increase its market
share as its platform uptake increases among manufacturers and
retailers. We also consider positively the high operating leverage
of its SaaS platform and the potential benefits to its margin and
cash flow generation as its user base grows. Our ratings also
incorporate the company's small scale and its lack of material
revenue diversification outside the retail and consumer packaged
goods (CPG)landscape." There is also geographic concentration, with
substantially all revenue generated within the U.S. This fully
exposes the company to the U.S. economic landscape."
Syndigo's CXH SaaS platform has the potential to be a key
competitive advantage and a differentiating factor in the
fragmented industry--as long as its user base among manufacturers
and retailers continues to grow.
The platform fulfils a critical function in the commerce ecosystem,
by allowing manufacturers and retailers to communicate key product
information. Retailers value speed and reliability of these data to
ensure its customers have all information needed to make an
informed purchasing decision or to meet regulatory labelling
requirements. Manufacturers need to communicate this data in a
timely manner to remain compliant with regulatory and retailer
requirements. The highly fragmented nature of the industry meant
manufacturers and retailers had relationships with multiple vendors
depending on region, data points, etc. Syndigo's CXH platform
simplifies this process by allowing both sides of the ecosystem to
access its platform so that the data exchange can happen in a much
shorter time frame with significantly fewer touchpoints.
In order for the platform to succeed, it needs to benefit from
positive network effects where enough users on both ends of the
commerce ecosystem use the platform to create a stickiness that
also acts as a strong barrier to entry and a key competitive
advantage. The CXH platform currently has over 12,000 manufacturers
and 1,500 retailers with a net retention rate of over 100% over the
past 12 months, implying a solid growth trajectory for the
platform. S&P expects the company to continue its growth trajectory
over the next 12 months.
Adjusted leverage will be elevated at the close of the transaction,
but S&P expects cash flow generated from the business over the next
12 months to be sufficient to cover its needs, including debt
service costs.
The company's recent acquisitions and internal investments in its
CXH platform have resulted in very high adjusted leverage.
S&P said, "We forecast adjusted leverage in 2020--pro forma for the
transaction--to be over 20x before declining materially to about
10x in 2021. We forecast the deleveraging to result from materially
lower one-time transaction and investment expenses, the full year
benefit of acquisitions and new client/business wins."
"We expect FOCF to be a use of cash in 2020 before growing to
between $18 million and $22 million in 2021--due to the same
factors reducing leverage. This translates to FOCF to debt of about
3%-4% in 2021, which we view as sufficient to cover its debt
service obligations without needing access to its revolving credit
facility. Given the financial sponsor ownership structure, we
expect the company could pursue further leveraging transactions,
including debt-financed acquisitions."
"The stable outlook reflects our view that Syndigo will generate
FOCF to debt of at least 3% in 2021, which we view as sufficient to
service its debt obligations. The outlook also reflects our
expectation that revenue growth will be in the 18%-20% range in
2021, reflecting the full year benefit of acquisitions and organic
growth through new client wins."
"We could lower our ratings if we expected FOCF to debt to decline
below 3% on a sustained basis. This could occur if the company
weres unable to maintain its growth trajectory in 2021 or if it is
unable to meaningfully scale up the business, which could
deteriorate margins and cash flow metrics. In such a scenario, we
would expect cash flow generation to be insufficient to support the
company's platform and growth initiatives while servicing its debt
obligations, leading to an unsustainable capital structure."
"We could raise our ratings if Syndigo were able to reduce leverage
to below 6.5x while maintaining FOCF-to-debt in the high single
digit percentage on a sustained basis. This could occur if the
company is able to maintain its current growth rate and EBITDA
margin improvements over the next two years. An upgrade would also
require the company to materially grow its revenue base while
maintaining its current high retention rates."
"Due the high initial leverage, we view an upgrade as unlikely over
the next 12 months. Given the financial sponsor ownership
structure, any upside scenario would require a firm commitment to a
less aggressive financial policy."
COLLINS MOTOR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Collins Motor Company, LLC
No physical location at the present time
Wichita Falls, TX 76302
Chapter 11 Petition Date: November 30, 2020
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 20-70311
Judge: Hon. Harlin Dewayne Hale
Debtor's Counsel: R. Byrn Bass, Jr., Esq.
R. BYRN BASS, JR.
Wells Fargo Center
1500 Broadway, Suite 505
Lubbock, TX 79401
Tel: (806) 785-1250
Fax: (806) 771-1260
Email: bbass@bbasslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jody Randolph Wade, managing member.
The Debtor stated it has no unsecured creditors.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/VQC6SWA/Collins_Motor_Company_LLC__txnbke-20-70311__0001.0.pdf?mcid=tGE4TAMA
COMMAND ENERGY: Trustee Proposes PMI Auction of Two Trucks
----------------------------------------------------------
Ronald J. Sommers, in his capacity as duly appointed Chapter 7
trustee for the estate of Command Energy Services International,
Ltd., affiliates of Command Drilling Products USA, Ltd. ("CDP"),
Command Energy, LLC ("CE"), and Command Energy Services Ltd., asks
the U.S. Bankruptcy Court for the Southern District of Texas to
authorize the auction sale of the following two trucks: (i) CDP's
2018 Ram Laramie Truck (VIN 1C6RR7PT9JS175351) and (ii) CE's 2014
Ford F150 (VIN 1FTFW1ET6EKD73945).
CDP has valued the Ram Truck at $26,075. CE has valued the Ford
Truck at $14,450.
The Trustee has recently filed an application to employ Plant &
Machinery, Inc. ("PMI") as an auctioneer, and, with Court
authority, intends to sell the Trucks at an auction to be conducted
on Dec. 9, 2020. He has requested emergency consideration of the
Application to Employ given that he and PMI need to make immediate
preparations for the sale/auction to include marketing efforts
prior to the December 9th auction. The Application to Employ sets
forth the qualifications of PMI as auctioneer.
The Trustee has consulted with PMI and believes an auction format
to be an appropriate method by which to conduct a sale of the
Trucks and to balance the twin concerns of conducting an efficient
sale while securing a fair value for the Trucks. PMI believes
that the location of the auction (at R B Machine Works, Inc., in
Humble, TX) will provide for a large space that can safely
accommodate a good number of in-person attendees. The auction will
also provide the means by which bids may be submitted online.
Utilizing both methods will allow PMI to reach a considerable
number of people and/or entities that may be interested in
purchasing the Trucks. The auction will include
items/vehicles/machinery other than the Trucks; as such, PMI
anticipates that auction will be well attended in person and
online.
The Trustee asks to sell the Trucks at auction free and clear. A
sale of the Trucks, free and clear, is appropriate because, based
upon information and belief, the Trucks are not encumbered by any
liens. The proposed auction will liquidate the Trucks for the
benefit of unsecured creditors. A sale at auction will be "as is,
where is" with the Trustee making no representations or warranties.
The Trustee further asks that the Court waives the stay imposed by
Fed. R. Bankr. P. 6004(g), so that preparations for the auction may
begin immediately and so that the auction may commence on Dec. 9,
2020.
Finally, the Trustee asks that the Court grants emergency
consideration of the Motion given that the he and PMI desire Court
authority allowing the auction to move forward given the
preparations and marketing efforts that must take place during the
month of November.
The Trustee desires to sell the Trucks soon so as to limit any
maintenance and/or upkeep that could be required and/or any
potential administrative expenses that could be incurred.
Objections, if any, must be filed within 21 days from the service
of Motion.
Counsel for Trustee:
Heather R. Potts, Esq.
NATHAN SOMMERS JACOBS,
A PROFESSIONAL CORP.
2800 Post Oak Blvd., 61st Floor
Houston, Texas 77056-5705
Telephone: (713) 960-0303
Facsimile: (713) 892-4800
E-mail: hpotts@nathansommers.com
The bankruptcy case is In re Command Energy Services Ltd. (Bankr.
S.D. Tex. Case No. 20-30289). The Court appointed Randy W.
Williams as the Chapter 7 Trustee. On Jan. 27, 2020, the Court
entered an order providing for the joint administration of the
Debtor, Command Energy Services International, Ltd., Command
Drilling Products USA, Ltd., and Command Energy, LLC (for
procedural purposes only). All pleadings are filed in Case No.
20-30289.
CORRIDOR MEDICAL: Unsecureds Could Get 100% in 84 Months
--------------------------------------------------------
Corridor Medical Services, Inc., Correctional Imaging Services, LLC
and CMMS Lab, LLC submitted an Amended Disclosure Statement
explaining their proposed Chapter 11 Plan.
The Plan proposes to substantively consolidate the three Debtors.
Corridor Medical Services, Inc. will be the surviving entity.
Generally, the Reorganized Debtor shall continue operating mobile
x-ray, ultrasound and other services for healthcare, detention and
correctional facilities. It will also manage Covid-19 testing for
another laboratory. The Reorganized Debtor will pay creditors with
a post-confirmation loan from Horizon Bank and cashflow generated
from operations.
Class 1—Allowed Administrative Expense Claims will be on the
later of the Effective Date or within seven 7 days after the date a
Final Order is entered approving the Administrative Expense Claim,
unless otherwise agreed to by and between the Debtor and the holder
of such claim or as otherwise set forth herein.
Class 6—Secured Claim of Pioneer Bank is impaired. The Allowed
Claim of Pioneer Bank as assigned to Corridor shall be paid by the
release of the blanket lien on Debtor's assets filed by Pioneer
Bank after the Plan is fully consummated.
Class 8—Secured Claims of Toyota Motor Credit is impaired. All
the above vehicles except for the 2015 Scion XB Nos. 0274, 1510 and
1187 shall be surrendered in full satisfaction of Toyota's Claims
for these vehicles on or before the Effective Date. The balance
due, if any, on the 2015 Scion XB Nos. 0274, 1510 and 1187 shall be
paid on the Effective Date.
Class 10— Claims of Great America Financial Services Corp. is
impaired. Class 10 is secured by a lien upon the surrendered
equipment and the Kyocera copiers, printers, scanners and related
equipment. Great America shall retain its liens on the equipment
acquired under Contract Nos. 1275421 and 1331563 until all payments
are made, at which time the equipment shall vest in Debtor free and
clear of lien and encumbrances.
Class 11—Secured Claims of Sterling Bank is impaired. Class 11
consists of the Claims of Sterling Bank. Sterling Bank filed a
proof of claim in the amount of $586,280.46. The claim was filed as
a purchase money secured claim for medical equipment valued at
$527,100. The Debtor reserves the right to seek a valuation of this
claim. The secured portion of the claim shall be a Class 11 claim.
If a valuation reflects that Sterling is undersecured, the
unsecured portion of the claim shall be paid pro-rata along with
Class 16 creditors.
Class 12—Secured Claim of Complete Business Solutions Group
(CBSG)/Par Funding/New York Unity Factor is impaired. Class 12 is
based upon a Merchant Cash Advance Agreement. CBSG filed a proof of
claim in the amount of $492,834.10 and continued collection efforts
post-petition. The Debtor and CBSG reached an agreement on the
Turnover Motion as to treatment of its claim. CBSG will have an
allowed secured claim for $100,000 (which shall be the only allowed
claim on behalf of CBSG and its related parties. CBSG has received
post-petition but not returned to Debtor at least $66,000, which
shall be retained against this claim. On the Effective Date of the
Plan, Debtor shall pay the remainder due on the allowed
claim of CBSG with no interest.
Class 13—Secured Claims of Merchant Cash Advance Parties/No Claim
Filed are impaired. The Class 13 creditors shall not receive any
distribution and their contracts shall be deemed fully satisfied as
to all parties. Any liens held by these parties will be deemed void
and of no force and effect on the Effective Date.
Class 14—Merchant Cash Advance Claims Not Disputed or POC Filed
is impaired. Class 14 creditors may elect one of the following
treatments:
* Option 1: The creditor shall be treated as secured and receive
15% of the amount of its Allowed Claim on the Effective Date (or
the date upon which the claim becomes an Allowed Claim, if later).
* Option 2: The creditor shall be treated as a Class 16
Unsecured Creditor and be paid the full amount of its claim without
interest pro-rata with the other Class 16 creditors.
Class 15—Unsecured Claims of Creditors with Claims of $5,000 or
Less or Which Elect to Reduce their Claims to $5,000 are impaired.
There are eighty-four (84) claims totaling $71,476.01 in this
class. Class 15 creditors shall each receive a single payment equal
to 50% of their Allowed Claim on the Effective Date.
Class 16—Unsecured Claims of Creditors with Claims of $5,000.01
or More are impaired. There are ninety-one (91) claims totaling
$8,151,293.49 in this class. The Class 16 creditors shall elect one
of the following options for distributions under the Plan:
(i) Option 1: 15% of the creditor's Allowed Claim on the
Effective Date; or
(ii) Option 2: 100% of the creditor's Allowed Claim payable
monthly without interest over eighty-four (84) months, beginning on
the first day of the fifth month following the Effective Date.
Class 17—Subordinated Claims are impaired. There are three claims
totaling $3,210,768 in this class. Class 17 creditors shall receive
the full amount of their Allowed Claims over eighty-four months
beginning after Class 16 creditors are paid (approximately month
100 of the Plan) or may elect to receive 15% of the amount of their
Allowed Claims on the Effective Date. If no election is made, a
Class 17 Creditor will receive payments beginning after Class 16
Creditors are paid.
Class 19—Equity Interests are impaired. The Class 19 Equity
Interests shall be canceled.
The Reorganized Corridor Medical Services will pay all Allowed
Claims from future income generated and a post-confirmation loan
from Horizon Bank.
A full-text copy of the Amended Disclosure Statement dated October
5, 2020, is available at https://tinyurl.com/y4yvjct8 from
PacerMonitor.com at no charge.
Attorneys for the Debtors:
Barbara M. Barron
Stephen W. Sather
BARRON & NEWBURGER, P.C.
7320 N. Mopac Expwy, Ste. 400
Austin, Texas 78701
Tel: (512) 476-9103
Fax: (512) 476-9253
About Corridor Medical Services
Corridor Medical Services, Inc., provides mobile imaging and
laboratory diagnostic services. It offers digital x-ray,
ultrasound, EKG, and lab services to nursing homes, hospice
centers, assisted living facilities, clinics, surgery centers,
home-bound patients, and any place with patients who are restricted
to travel.
Corridor Medical Services and its affiliates Correctional Imaging
Services, LLC and CMMS Lab LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Tex. Case Nos. 18-11569 to
18-11571) on Nov. 30, 2018.
Corridor Medical Services was estimated to have up to $50,000 in
assets and $10 million to $50 million in liabilities as of the
bankruptcy filing.
The cases are assigned to Judge Tony M. Davis.
Barron & Newburger, PC, is the Debtors' counsel.
CRITTENDEN EMS: Objections to West Memphis Property Sale Due Dec. 2
-------------------------------------------------------------------
Judge Phyllis M. Jones of the U.S. Bankruptcy Court for the Eastern
District of Arkansas shortened the time to object to Crittenden
E.M.S., LLC's proposed sale of the commercial building at 205 S.
2nd Street, West Memphis, Arkansas to K and D Land Development, LLC
for $25,000, to seven days.
All objections will be filed by Dec. 2, 2020. If an objection is
filed, the Court will attempt to schedule a telephonic hearing on
said objection.
The Debtor proposed to sell the property free and clear of all
liens, subject only to the mortgage held by Evolve Bank.
The Debtor secured a loan through a perfected mortgage to Evolve
Bank. Evolve Bank will receive a net payment of $25,000. The
Debtor has the agreement of Evolve Bank for the sale and it has
committed to do a partial release that will free the real property
of its mortgage interest once the $25,000 is paid at closing to the
bank.
About Crittenden E.M.S.
Crittenden E.M.S., LLC, which operates in the health care business,
sought Chapter 11 protection (Bankr. E.D. Ark. Case No. 20-11155)
on March 2, 2020. At the time of the filing, Debtor disclosed
assets of between $1 million and $10 million and liabilities of the
same range. Judge Phyllis M. Jones oversees the case. The Debtor
is represented by Robertson Law Firm.
CT TECHNOLOGIES: S&P Upgrades ICR to 'B-'; Outlook Positive
-----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on CT
Technologies Intermediate Holdings Inc. (CIOX) to 'B-' from
'CCC+'.
At the same time, S&P assigned its 'B-' issue-level rating and '3'
recovery rating to the company's proposed $50 million revolving
credit facility due December 2025 and $670 million first-lien term
loan due December 2025. S&P will withdraw its ratings on the
company's existing second-lien debt upon the close of the
transaction.
S&P said, "The positive outlook continues to reflect the
one-in-three likelihood that we will raise our ratings on CIOX over
the next 12 months if its operating performance proves resilient to
macroeconomic headwinds such that its adjusted leverage remains
below 5.0x on a sustained basis. We would also need to believe that
this level of leverage is sustainable and consistent with the
company's stated financial policies and objectives before raising
our rating."
Despite a challenging operating environment, CIOX has improved its
adjusted EBITDA margins and credit metrics.
The company's revenue declined by 3.8% during the 12 months ended
Sept. 30, 2020, due to a 19% decline in its release on information
and on-site retrieval volumes. However, the late 2019 enactment of
patient pricing regulation in its provider business and the
roll-off of a substantial amount ($41 million year to date as of
September 2020) of litigation and HealthSource platform-related
costs starting in the second quarter supported a 453 basis point
(bps) improvement in its S&P-adjusted EBITDA margin to 16.8% as of
the 12 months ended Sept. 30, 2020.
S&P said, "We now expect CIOX's EBITDA to increase by 68% in 2020
relative to 2019 and forecast its margins will be in the low-20%
area. Additionally, we expect the HealthSource platform to improve
its productivity and enhance its customer experience."
"Moreover, because it has completed its investments in
HealthSource, we expect its growth-related capital expenditure
(capex) requirements to subside. In addition, given our
anticipation that its capex will decline to 2.5%-3.0% of its sales
(from 3.4% in 2019) and our forecast for relatively low working
capital requirements, we believe the company will generate solid
annual free operating cash flow of over $50 million and no longer
need to rely on outside capital or its revolving credit facility to
fund its deficits."
"While we recognize that CIOX's volumes have been pressured due to
the COVID-19 pandemic, our forecast for flat revenue in 2020
reflects our expectation that its Payer volumes will shift into the
second half of the year as hospitals reopen their facilities for
on-site retrieval with increasing demand from requestors in its
Provider segment. We expect the company's volumes to normalize into
2021 with strong low- to mid-single digit revenue growth in the
payor segment due to continued expansion in the core risk
adjustment record retrieval market and normalized provider volumes
supported by tailwinds from the enactment of the patient pricing
directive."
"Ongoing demand in the life sciences segment supports a potential
upside to our base-case projections."
"As highlighted in our commentary titled, "Medical Devices and Life
Sciences: Improving Vitals, Ratings Remain In Guarded Condition,"
select industries in the health care sector, including life
sciences, diagnostic, and laboratory testing, have benefitted from
increasing demand for testing and vaccine research and manufacture.
CIOX's Real World Data segment (formerly known as Life Sciences)
currently accounts for a modest 1% of its total revenue. However,
we anticipate the increasing demand for these services may support
a potential upside to our base-case assumptions."
"We expect CIOX's liquidity to remain adequate over the forecast
period."
"The company reported it paid down $18 million of its outstanding
revolver balance during the second quarter, which it had initially
drawn as a precautionary measure. Given our forecast for sustained
healthy free operating cash flow (FOCF) generation over the next 12
months, we do not expect that it will require any draws on its
proposed $50 million revolving credit facility. Moreover, CIOX does
not face any near-term maturities following the proposed
refinancing, which will expand its revolving credit facility
capacity by $19.5 million, and we expect it to maintain an adequate
cushion under its covenant."
The positive outlook continues to reflect the one-in-three
likelihood that S&P will raise its ratings on CIOX over the next 12
months.
S&P said, "We could raise our ratings on CIOX in the next 12 months
if its operating performance proves to be more resilient despite
the macroeconomic headwinds such that its adjusted leverage remains
below 5.0x on a sustained basis. We would also need to believe that
this level of leverage is sustainable and consistent with the
company's stated financial policies and objectives before raising
our rating."
S&P could revise its outlook on CIOX to stable or lower its rating
if:
-- A weaker-than-expected operating performance or unexpected
platform investments lead to ongoing FOCF deficits;
-- Increased financial stress stemming from a material erosion in
the company's liquidity cushion leads to a liquidity shortfall or
elevated likelihood of a distressed restructuring; or
-- The company executes a large, unexpected debt-financed
acquisition or shifts its financial policy toward aggressive
shareholder remuneration such that it is unable to sustain the
improvement in its credit measures.
DASEKE INC: S&P Alters Outlook to Positive, Affirms 'B-' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on Daseke Inc. to positive
from negative and affirmed its 'B-' issuer credit rating.
At the same time, S&P affirmed its 'B-' issue-level rating on
Daseke's term loan. The '3' recovery rating remains unchanged,
indicating S&P's expectation for meaningful (50%-70%; rounded
estimate: 55%) recovery in the event of a default.
S&P said, "The positive outlook reflects Daseke's
better-than-expected operating performance and credit metrics in
2020 and our expectation for continued improvement in 2021."
"Daseke's 2020 operating performance and credit metrics have been
better than we previously anticipated. Despite a decline in its
revenue in 2020 due to COVID-19, the company has improved its
adjusted EBITDA margin this year due to benefits from its wind
energy business, internal integration, and management's
cost-savings plans. Given Daseke's customer base and the various
end markets it serves, not all of its customers were negatively
affected by COVID-19. The demand for its services from customers in
certain end markets, such as wind energy, defense projects, and
high-security cargo, has increased and partially offset the
softness in its other end markets. Because of its recent operating
performance, we forecast Daseke's adjusted debt to EBITDA will be
in the 4.5x-5.0x range over the next 12 months. We believe the
gradual recovery in freight rates and the solid demand from its end
markets will benefit both its revenue and profitability in 2021.
Nevertheless, driver shortages across the industry could
potentially affect its capacity."
"The positive outlook reflects Daseke's better-than-expected
operating performance and credit metrics in 2020 and our
expectation that its metrics will continue to improve in 2021."
"We could raise our rating on Daseke if it maintains leverage of
less than 5x and achieves free operating cash flow (FOCF) to debt
of about 5% on a sustained basis. This could occur if, for example,
the market conditions in the trucking industry continue to improve
or the company achieves higher margins than we anticipate though
internal operational improvements. We would also look for the
company to maintain at least adequate liquidity with sufficient
headroom of more than 15% under its covenants."
"We could revise our outlook on Daseke to stable in the next 12
months if its debt to EBITDA increases above 5x or its FOCF to debt
remains in the low-single-digit percent area on a sustained basis.
We could also revise our outlook to stable if the company's
liquidity becomes constrained."
DMT SOLUTIONS: S&P Affirms 'B-' ICR on BCC Software Acquisition
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on mail
inserting, sorting, and printing equipment and services provider
DMT Solutions Global Corp. (doing business as Bluecrest).
At the same time, S&P assigned its 'B-' issue-level rating and '4'
recovery rating to the company's proposed senior secured term
loan.
S&P said, "The stable outlook on DMT reflects our expectation its
pro forma adjusted leverage will increase to the mid-6x area in
2020 because of the debt-financed acquisition of BCC before
declining to the high-5x area in 2021 due to modest organic growth
in its software solutions business and COVID-related deferred
equipment orders from 2020 that benefit its 2021 sales."
"The affirmation reflects our view that DMT will continue to
generate sufficient free operating cash flow (FOCF) and maintain
adequate liquidity despite its debt-funded acquisition of BCC
Software, which will increase its leverage above the high-5x area
through 2021."
DMT plans to acquire BCC Software, a mail preset software solutions
and data services provider, for $210 million, which it will fund
with the proceeds from a new $445 million term loan as well as an
equity contribution from its financial sponsor. Along with the
acquisition, the company plans to fully repay its existing $219
million outstanding term loan and roughly $15 million under its
asset-based lending (ABL) revolver (unrated). Pro forma for the
acquisition and refinancing, S&P forecasts DMT will generate
adjusted FOCF of between $35 million and $40 million in 2020 and
2021, which along with balance sheet cash and ABL availability
should provide the company with sufficient resources to cover its
cash outflows adequately over the next 12 months, including
mandatory annual amortization of $22.3 million under its proposed
term loan facility.
S&P said, "We estimate DMT's pro forma adjusted leverage will be
near the mid-6x area, which is up from 4.8x as of the 12 months
ended Sept. 30, 2020, though we expect it to gradually reduce its
leverage to the high-5x area in 2021 on modest EBITDA growth
despite its secular challenges."
The acquisition will increase the proportion of the company's
earnings that it derives from software, services, and other
recurring streams.
DMT's total revenue declined by 4.6% in the first nine months of
2020, relative to the same period in 2019, as it partially offset
an 11.4% decline in its revenue from equipment sales with a
negligible change in the revenue from its services, supplies, and
software business segments compared with the previous year.
S&P said, "We believe the company's services segment, which
provides support for its installed equipment base, offers recurring
revenue because of its established maintenance and support services
contracts with its clients, and we view it as more stable than the
revenue from its equipment sales. Similarly, DMT's software
business segment provides stable recurring revenue in the form of
license renewals and new licenses. We expect the acquisition to
expand the company's existing software capabilities because BCC
Software optimizes mail for induction to the United States Postal
Service (USPS), allowing mailers to maximize their postal discounts
and reduce their mailing expense. We also expect BCC to leverage
DMT's enterprise customer base for cross-selling opportunities.
Although we expect BCC's recurring, high-margin software platform
to materially increase DMT's existing software revenue, we believe
BCC's exposure to direct mail and DMT's existing exposure to
transactional mail will limit their total revenue growth in 2021 to
the low-single-digit percent area due to the secular declines in
the print industry."
DMT is exposed to the secular challenges facing its print-based
products.
Print-based communications are facing a secular decline as
companies and individuals move away from print and toward digital
media for communication. DMT benefits from long-term client
relationships and annual servicing contracts with its clients, some
of which are in the health care and financial services industries
and have a regulatory need for some paper-based communication with
their customers. Nevertheless, S&P expects it will continue to
experience low- to mid-single-digit percent revenue pressure
annually due to the secular declines in the broader print industry.
In addition, the ongoing COVID-19 pandemic has exacerbated the
shift toward digital for most industries and individuals. Although
S&P expects DMT to maintain good client retention, it anticipates
an ongoing drop in the demand for its products as well as pricing
pressure from its clients as they look to manage their costs.
S&P said, "The stable outlook on DMT reflects our expectation its
pro forma adjusted leverage will increase to the mid-6x area in
2020 because of the debt-financed acquisition of BCC before
declining to the high-5x area in 2021 due to modest organic growth
in its software solutions business and COVID-related deferred
equipment orders from 2020 that benefit its 2021 sales."
"We could lower our ratings on DMT if we expect its FOCF to decline
to breakeven levels for a sustained period or anticipate it will
face liquidity pressures. This would likely occur due to operating
challenges, such as revenue contraction due to competitive losses,
greater-than-expected pressure from the secular decline in
print-based products, or acquisition integration challenges."
An upgrade is unlikely over the next 12 months and would depend
upon the company exhibiting:
-- Sustained positive organic revenue growth; and
-- A commitment to maintaining adjusted leverage at or below the
5x area and FOCF to debt of more than 10%.
ENALASYS CORPORATION: Plan Hopes to Recover $1M from Lawsuits
-------------------------------------------------------------
Enalasys Corporation on Nov. 23 2020, submitted a Plan of
Reorganization and a corresponding Disclosure Statement.
The Debtor is actively looking for assets to recover through
turnover, fraudulent conveyence, and avoidable preference actions.
The Debtor believes that potentially millions of dollars may be
recovered, although this would require substantial litigation
efforts which may or may not be successful at actually recovering
the assets.
The Debtor is not actively working in its usual area of operations
at this time, but is instead trying to recoup resources that were
lost to insiders and affiliates over the past several years. The
Debtor holds no net resources at this time (the assets are subject
to a $50,000 "super-priority" Debtor in Possession financing lien),
but hopes to recover more than $1 Million through its litigation
efforts as described within the Chapter 11 Plan and Disclosure
Statement
The Debtor seeks to accomplish payments under the Plan by
restructuring their financial affairs and paying the creditors with
post-petition earnings derived from revenue earned by the Debtor.
Class 1 is comprised of interest holders to be treated as follows:
* Class 1 Treatment A allows the Class 1 members to retain their
equity interest in the Debtor. For the shareholders that retain
their equity interest, there are two primary intended potential
routes of recovery for the shareholders. First, the Debtor may at
some point resume operations with assets that are recovered through
its litigation efforts; this could result in dividends to the
shareholders or an increase in value of their equity interest that
the shareholder could potentially liquidate at some future time.
Second, the Debtor may ultimately cease operations and liquidate
its assets entirely to pay the remaining interest holders the
entire resulting "net pot" from the liquidation on pro rata terms.
* Class 1 Treatment B allows the Class 1 members to liquidate
their equity interest in the Debtor through a stock repurchase by
the Reorganized Debtor on terms that will pay the Class 1 member
10% of their original stock purchase amount in surrender of all of
their equity interest in the Debtor
Class 2: Claims Secured on Property Not the Debtor's Residential
Real Property. The Debtor will pay each of the Class 2 Secured
Claims on the terms set forth below:
* Class 2A Secured claim of Ally Bank in the amount of
$11,453.18 is impaired. The Ally Ford Automobile Claim shall be
satisfied as follows: All of the Debtor's interest in the Ford
automobile, if any, is surrendered to Ally in full and complete
satisfaction of Ally's claim. Ally is free to pursue any
permissible remedy to recover against the collateral as of the
effective date of the plan.
* Class 2B Secured claim of Ally Bank in the amount of
$32,196.69 is impaired. The Ally Dodge Automobile Claim shall be
satisfied as follows: All of the Debtor's interest in the Dodge
automobile, if any, is surrendered to Ally in full and complete
satisfaction of Ally's claim. Ally is free to pursue any
permissible remedy to recover against the collateral as of the
effective date of the plan.
Class 3: Wages Entitled to Priority under 11 U.S.C. Sec. 507(a)(4)
-- one Class 3 claim in this proceeding, the claim of Josie J
Pizano for $7,475 -- will be paid in full as funds become available
as a priority claim under 11 U.S.C. §507(a)(4).
Class 4: General Unsecured Claims will only receive payments as
funds for payment become available. Class 4 members should note
that they may never actually receive payment if the Debtor never
generates sufficient funds to pay all the higher priority
obligations under the plan in accordance with the priorities
established within 11 U.S.C. Sec. 507.
Class 5: Claims filed in the case that are subject to objection by
the Debtor. No claims in Class 5 will be paid until the Debtor's
dispute of the claim is resolved either through a claim objection,
adversarial proceeding, or otherwise.
The funding of the Plan will be accomplished through "available
cash" on the Effective Date of the Plan, "future disposable income"
from the continued operations of the Debtor (if any), and assets
obtained through the litigation efforts of the Debtor to recover
funds and property from various third parties as described
hereinafter.
A full-text copy of the Disclosure Statement dated November 23,
2020, is available at https://tinyurl.com/y3yo8boh from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Michael Jones, CA Bar No. 271574
M. Jones & Associates, PC
505 North Tustin Ave, Suite 105
Santa Ana, CA 92705
Telephone: (714) 795-2346
Facsimile: (888) 341-5213
Email: mike@MJonesOC.com
About Enalasys Corporation
Enalasys Corporation develops, markets and sells heating and air
conditioning-related products and services especially those related
to environmental matters.
Enalasys filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Cal. Case No.19-11987) on May 23,
2019, listing under $1 million in both assets and liabilities. The
Debtor is represented by Michael Jones, Esq., at M Jones &
Associates, PC.
ENERGY FISHING: Proposes Enterprise Auction of 8 Trucks
-------------------------------------------------------
Energy Fishing & Rental Services, Inc., asks the U.S. Bankruptcy
Court for the Southern District of Texas to authorize the auction
sale of the following trucks: (i) 2013 GMC Sierra 2500HD, VIN
1GT02ZCGXDZ129338, (ii) 2015 Chevrolet Silverado 2500HD, VIN
1GC1KVEG1FF137035, (iii) 2021 Ford F-350 Chassis, VIN
1FDRF3HT6CEB38683, (iv) 2014 Ford F-250, VIN 1FT7W2B64EEB45854, (v)
2012 Chevrolet Silverado 1500, VIN 3GCPCREA1CG169763, (vi) 2013
Ford F-250, VIN 1FT7W2BT5DEB72226, (vii) 2012 GMC Sierra 1500, VIN
3GTP1VE09CG196487, and (viii) 2014 Chevrolet Silverado 1500, VIN
3GCUKREC2EG39993.
The Debtor owns trucks and vehicles which it uses in its business.
The Debtor has determined that the eight vehicles have become
surplus to requirements. Via the Motion, it asks the Court's
approval to sell the Vehicles.
Historically, the Debtor engaged Enterprise Fleet Management to
auction and sell vehicles. Since 2018, Enterprise has sold some 16
trucks for the Debtor. Enterprise charges $475 per vehicle
auctioned. Pre-petition, the Debtor and Enterprise had reached
agreement in principle to sell the Vehicles. Now, out of an
abundance of caution, the Debtor files the Motion to obtain
approval of the same.
Enterprise is well-qualified to conduct the Sale, and the Debtor
asks the Court's approval of Enterprise as the auctioneer for the
Sale. The form agreement pursuant to which the auction would take
place is described in their Agreement.
The Debtor estimates that the vehicles will sell for $5,000 to
$10,000 each, for an estimated total return of $40,000 to $80,000
less approximately $3,800 in sale-related expenses to Enterprise
($475 per vehicle). As a guide, prepetition sales by Enterprise of
similar trucks have yielded a little over $6,000 per vehicle.
Enterprise regularly conducts vehicle auctions. It is expected
that the Vehicles will be included in an auction to take place
within one month of the entry of the Court's order on the Motion.
The Vehicles are subject to the lien of EFRS ST, LLC. The Lender
has consented to the sale of the Vehicles free and clear of its
lien, with the lien attaching to the proceeds of the Sale.
Finally, the Debtor asks that the Court waives the 14-day stay of
any final order granting the Motion, and order that the final
relief sought in the Motion may be immediately available upon the
entry of an order approving the proposed Sale.
Objections, if any, must be filed within 21 days of the date the
Motion was served.
A copy of the Agreement is available at
https://tinyurl.com/yyzkbr47 from PacerMonitor.com free of charge.
About Energy Fishing & Rental Services
Houston, Texas-based Energy Fishing & Rental Services, Inc.
provides fishing and downhole intervention services. The Company
offers accumulators, adapters, backoff tools, bailers, bails, bars,
baskets, bits, blocks, blowout preventers, bushings, casing
patches, couplings, cutters, die collars, rabbits, elevators,
extensions, overshots, and accessories. Visit
http://www.energyfrs.com for more information.
Energy Fishing & Rental Services sought protection under Chapter 11
of the Bankruptcy Code (Bankr. SD. Tex. Case No. 20-20299) on Sept.
18, 2020. The petition was signed by Arthur L. Potter, chairman and
president.
At the time of the filing, Debtor had estimated assets of between
$1 million and $10 million and liabilities of between $10 million
and $50 million.
Judge David R. Jones oversees the case.
Munsch Hardt Kopf & Harr, P.C., is the Debtor's legal counsel.
EXGEN RENEWABLES: S&P Rates New $750 Million Senior Term Loan 'BB-'
-------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '2'
recovery rating to ExGen Renewables IV LLC's (EGR IV) $750 million
term loan B due 2027. The '2' recovery rating indicates its
expectation of substantial (70%-90%; rounded estimate: 70%)
recovery in the event of a default.
The company, which is sponsored by Exelon Generation Co. LLC, will
use proceeds from this issuance to retire its $850 term loan B due
2024 and for other corporate purposes. Once the proceeds have been
used to pay down the term loan, S&P Global Ratings will withdraw
the 'BB-' rating and '2' recovery rating on the secured debt.
EGR IV owns and operates a portfolio of 30 contracted renewable
wind and solar power generation assets in the continental U.S.
S&P's 'B+' issuer credit rating on EGR IV reflects its assessments
of the company's business risk profile as fair and financial risk
profile as highly leveraged.
FALL CREEK PLAZA: Court Approves Disclosure Statement
-----------------------------------------------------
Judge Christopher Lopez has entered an order that the Disclosure
Statement filed by Fall Creek Plaza, LP, et al., dated November 5,
2020 is approved.
December 7, 2020 is fixed as the last day for receipt of
acceptances or rejections of the Plan of Reorganization.
December 7, 2020 is fixed as the last day for filing and serving
pursuant to Bankruptcy Rule 3020(b)(1) written objections to
confirmation of the Plan of Reorganization.
Debtors shall submit and file with this Court its ballot summary no
later than December 9, 2020.
This Court will conduct a hearing to consider confirmation of the
Plan of Reorganization on December 10, 2020 at 1:00 p.m.
About Fall Creek
Fall Creek owns and operates a shopping center in Humble, Texas. It
was built in three phases and under three different partnerships
who are the proposed joint debtors.
Fall Creek Plaza, I, LP and Fall Creek Plaza II, LP and Fall Creek
Plaza, III, LP, filed their voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-32989) on June 9, 2020. At the time of filing, Debtors
estimated 10,000,001 to $50 million in both assets and liabilities.
Judge Christopher M. Lopez oversees the cases. Dean W. Greer,
Esq., is Debtors' legal counsel.
FALL CREEK PLAZA: Unsecureds to be Paid in Full in 4 Years
----------------------------------------------------------
Debtors Fall Creek Plaza 1, LP, Fall Creek Plaza 2, LP and Fall
Creek Plaza 3, LP filed with the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division, a Joint First Amended
Plan of Reorganization and a corresponding Disclosure Statement on
November 5, 2020.
Under a proposed settlement agreement, Ali Choudhri will have an
option to purchase the Property of the Debtors for $15,500,000 and
the assumption of any debt determined by the Court to be owed to
Fall Creek Commercial POA, Inc. If Ali Choudhri or his assigns does
not exercise this option to purchase, the Dr. Arfeen will purchase
all the ownership interest held collectively by Ali Choudhri and/or
the Cammacks for the cash sum of $550,000.00.
There are two funding options for paying creditors:
* Option 1: Continued operations of the Debtors and the Plan is
funded by infusion of capital from the Limited Partners and future
operations; or
* Option 2: Sale of Property to Ali Choudhri as described the
Settlement Agreement/Order.
Class 4(a) consists of the general unsecured claim of AA Armstrong
Real Estate who has filed a proof of claim in the amount of
$43,972.66. Debtor proposes to pay $43,972.66 beginning no earlier
than February 1, 2022 in monthly payments over 48 months with
interest at 1.5%, provided that such payments may only be made
insofar as no event of default exists under the Plan or the
Restructured Loan Documents.
Class 4(b) consists of the insider unsecured claims of Padrip
Morbia in the amount of $206,000 and Qamar Arfeen in the amount of
$206,000. These claims shall be paid in annual installment of
approximately $110,520 which includes interest at 3.5% per annum.
However, no payments shall be paid to this Class until and unless
Class 1 Claims and payment obligations have been indefeasibly
satisfied in full, unless otherwise agreed to by Wells Fargo.
The holder of a limited partnership interest in the Debtor may
retain his interest by executing and delivering to the Debtor not
later than the first date set for the hearing on confirmation of
this Plan a written subscription agreement in form approved by the
Court.
Under the Option 2, Debtor will sell certain assets to Ali Choudhri
for the sum of $15,500,000. If this option is accepted by Ali
Choudhri and the sale is consummated and fully funded, the
creditors will be paid in accordance with the Settlement
Agreement/Order.
A full-text copy of the Amended Disclosure Statement dated November
5, 2020, is available at
https://www.pacermonitor.com/view/KYIKRTY/Fall_Creek_Plaza_I_LP_and_Fall__txsbke-20-32989__0096.0.pdf?mcid=tGE4TAMA
The Debtors are represented by:
Dean W. Greer, Esq.
Law Offices of Dean W. Greer
2929 Mossrock, Ste. 117
San Antonio, TX 78230
Tel.: (210) 342-7100
Fax: (201) 342-3633
About Fall Creek
Fall Creek owns and operates a shopping center in Humble, Texas. It
was built in three phases and under three different partnerships
who are the proposed joint debtors.
Fall Creek Plaza, I, LP and Fall Creek Plaza II, LP & Fall Creek
Plaza, III, LP, filed their voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-32989) on June 9, 2020. At the time of filing, the Debtors
estimated 10,000,001 to $50 million in both assets and liabilities.
Dean W Greer, Esq. represents the Debtors as counsel.
FIC RESTAURANTS: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on Dec. 1 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of FIC Restaurants, Inc.
About FIC Restaurants
FIC Restaurants, Inc. and its debtor affiliates operate a casual
dining restaurant chain in the United States known as Friendly's.
The Debtors have approximately 60 corporate restaurants and serve
as franchisor on another approximately 86 locations. Visit
https://www.friendlysrestaurants.com for more information.
FIC Restaurants and its four affiliates concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 20-12807) on November 1, 2020.
The petitions were signed by T. Todd Schwendenmann, chief financial
officer, treasurer and secretary. At the time of the filing, FIC
Restaurants disclosed estimated assets of $10 million to $50
million and liabilities of $50 million to $100 million.
Judge Christopher S. Sontchi oversees the cases.
The Debtors tapped Womble Bond Dickinson (US) LLP as counsel; Duff
& Phelps Securities, LLC as mergers and acquisition advisor; Carl
Marks Advisory Group LLC as financial consultant and advisor; and
Donlin, Recano & Company, Inc. as claims, noticing, solicitation
agent and administrative advisor.
FIVE DREAMS: Asks Agreement Approval on $2.5M Acworth Property Sale
-------------------------------------------------------------------
Five Dreams Holdings, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Georgia to authorize the Reciprocal Easement
Agreement with J Tucker Development Partners, Inc. relating to the
approved sale of real property referred to as the "Front Parcel"
located at 5742 Bells Ferry Road, Acworth, Georgia, approximately
9.15 Acres, for $2.5 million, pursuant to their Contract for the
Purchase and Sale of Developed Lots.
The Debtor owns (i) the Townhouse Parcel, as defined in the
Reciprocal Easement Agreement (as more particularly described in
the Reciprocal Easement Agreement and the Morris Bank Security
Deed); and (ii) the 12.54 acres, more or less, located at 330
Tranquil Gardens Drive, Acworth, Georgia and defined as the ALMC
Parcel in the Reciprocal Easement Agreement (as more particularly
described in the Reciprocal Easement and the Morris Bank Security
Deed).
J Tucker has made an offer to purchase the Townhouse Parcel
pursuant to their Contract. On Aug. 19, 2020, the Court entered
the Townhouse Parcel Sale Order1, authorizing Debtor to sell the
Townhouse Parcel free and clear of any liens, claims and
encumbrances, and to take such actions as necessary to accomplish
the intent and purpose of the Contract.
The Debtor and Buyer are on course to close on the purchase and
sale of the Townhouse Parcel by Dec. 16, 2020. The Buyer requires
the Reciprocal Easement Agreement in order to close the purchase of
the Townhouse Parcel. The Reciprocal Easement Agreement benefits
both the ALMC Parcel and the Townhouse Parcel.
The ALMC Parcel contains an assisted living facility operated by an
affiliate of the Debtor. The Reciprocal Easement Agreement
provides, among other provisions, (i) a reciprocal Access Easement,
(ii) a Drainage Easement and Sewer Easement for the Townhouse
Parcel, and (iii) Fire Lane Easement for the ALMC Parcel.
On July 23, 2019, Morris Bank filed proof of claim number 4,
asserting a secured claim in the amount of $5,158,758 consisting of
(i) principal in the amount of $4,990,806, (ii) unpaid interest in
the amount of $133,436, (iii) unpaid late charges in the amount of
$11,992, (vi) other fees of $276, and (v) SBA prepayment insurance
of $22,968, with interest accruing after June 10, 2019 at the per
diem rate of $1,094 regarding Morris Bank loan number 4003270500.
Such indebtedness is evidenced by the SBA Note regarding SBA Loan #
83252950-2 dated Aug. 17, 2016, in the original loan amount of $5
million naming Debtor and Five Dreams Management, LLC as borrowers
and Morris Bank as lender and guaranteed by Myrtle Janice Stewart
pursuant to SBA guarantee of ever date thereof.
On July 23, 2019, Morris Bank filed proof of claim number 5,
asserting a secured claim in the amount of $3,588,606 consisting of
(i) principal in the amount of $3,526,178, (ii) unpaid interest in
the amount of $56,429, and (iii) unpaid late charges in the amount
of $6,000, with interest accruing after June 10, 2019 at the per
diem rate of $570. Such indebtedness is evidenced by the
Commercial Promissory Note regarding loan number 4005014400 dated
May 30, 2018 in the principal amount of $3,511,355.51 naming Debtor
and Five Dreams Management, LLC as borrowers and Morris Bank as
Lender and guaranteed by Myrtle Janice Stewart pursuant to the
Unlimited Commercial Guaranty of ever date thereof.
On July 23, 2019, Morris Bank filed proof of claim number 6,
asserting a secured claim in the amount of $1,292,517 consisting of
(i) principal in the amount of $1,264,815, (ii) unpaid interest in
the amount of $25,561, and (iii) unpaid late charges in the amount
of $2,140, with interest accruing after June 10, 2019 at the per
diem rate of $225. Such indebtedness is evidenced by the
Commercial Line of Credit Agreement and Renewal Agreement regarding
loan number 4005013400, dated Oct. 1, 2018, in the original line of
credit amount of $1,264,815 naming Myrtle Janice Stewart as
borrower and for which Debtor pledged collateral. The total
asserted Morris Bank Secured Claim is $10,039,881.
To Secured the Morris Bank Secured Claim, Morris Bank asserts a
first priority lien against the Real Property as more particularly
described in the (1) the Deed to Secure Debt recorded Aug. 19, 2016
in the land records of Cherokee County Georgia in Deed Book 14010
commencing at Page 237, as modified by the Modification of Deed to
Secure Debt recorded May 2, 2017 in said land records in Deed Book
14173, commencing at Page 2965; (2) Assignment of Lease and Rents
recorded Aug. 19, 2016 in said land records in deed book 14010
commencing at page 225 and (3) UCC Financing Statement recorded and
filed Aug 19, 2016 in the UCC index of Laurens County, Georgia as
File No. 087-2016-1315 and in Deed Book 14010 page 259 of the
Cherokee County land records.
The Cherokee County Tax Commissioner asserts claims against the
Real Property in an undetermined amount for 2018, 2019 and 2020 ad
valorem property taxes. Any ad valorem property taxes owed on the
Townhouse Parcel will be paid at the closing of the Townhouse
Parcel.
The Debtor is aware of several asserted junior liens against the
Real Property. It disputes said liens. The Asserted Junior Liens
are junior to the ad valorem claims of the Cherokee County Tax
Commissioner and Morris Bank's Secured Claim. Further, no action
has been initiated on certain of said Asserted Junior Liens, which
are claims of lien. With respect to any claim of lien for which an
action was commenced, any such action has not been adjudicated nor
resulted in a judgment against Debtor.
The Debtor asks authority to enter into the Reciprocal Easement
Agreement at the closing authorized pursuant to the Townhouse
Parcel Sale Order free and clear of liens, claims, encumbrances,
and interests and take such actions as necessary to accomplish the
intent and purpose of the Reciprocal Easement Agreement.
Additionally, it asks: (a) the Court waives any stay pursuant to
Bankruptcy Rule 6004 or otherwise; and (b) any order approving the
Reciprocal Easement Agreement be effective immediately upon entry.
A hearing on the Motion is set for Dec. 2, 2020 at 10:30 a.m.
Objections, if any must be filed within 21 days from the date of
notice.
A copy of the Reciprocal Agreement is available at
https://tinyurl.com/y2q2ueug from PacerMonitor.com free of charge.
About Five Dreams Holdings
Five Dreams Holdings, LLC filed as a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)).
Five Dreams Holdings filed a petition for relief under Chapter 11
of the Bankruptcy Code (N.D. Ga. Case No. 19-58641) on June 3,
2019. In the petition signed by Brian Stewart, manager, the Debtor
was estimated to have up to $50,000 in assets and $10 million to
$50 million in liabilities. Judge Sage M. Sigler oversees the
case. Leslie M. Pineyro, Esq., at Jones & Walden, LLC, represents
Debtor as counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's bankruptcy case.
The Debtor filed its Chapter 11 plan and disclosure statement on
Aug. 30, 2019.
FOURTH QUARTER: Hires Caplan Cobb as Special Litigation Counsel
---------------------------------------------------------------
Fourth Quarter Properties XXXVIII, LLC received approval from the
U.S. Bankruptcy Court for the Northern District of Georgia to hire
Caplan Cobb LLP as its special litigation counsel.
The Debtor needs the firm's legal assistance in a litigation it
filed on Oct. 13 (Adv. Proc. No. 20-01035). The firm's hourly
rates are:
Partners $545
Associates/Of Counsel $365 to $445
Paralegals $115 to $235
Caplan Cobb will be paid an initial retainer fee of $20,000.
James Cobb, Esq., a partner at Caplan Cobb, 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:
James W. Cobb, Esq.
Caplan Cobb LLP
75 14th St NE #2750
Atlanta, GA 30309
Telephone: (404) 596-5601
Email: jcobb@caplancobb.com
About Fourth Quarter Properties XXXVIII
Fourth Quarter Properties XXXVIII, LLC, is a single asset real
estate debtor (as defined in 11 U.S.C. Section 101(51B)) whose
principal assets are located at 45, 47 and 49 Ansley DriveNewnan,
Ga.
Fourth Quarter Properties filed a Chapter 11 petition (Bankr. N.D.
Ga. Case No. 20-10883) on June 1, 2020. The Debtor previously
sought bankruptcy protection (Bankr. N.D. Ga. Case No. 13-10585) on
March 5, 2013. Judge W. Homer Drake oversees the case.
In the petition signed by Stanley E. Thomas, manager, the Debtor
was estimated to have $10 million to $50 million in both assets and
liabilities.
David L. Bury, Jr., Esq., at Stone & Baxter, LLP, is the Debtor's
bankruptcy counsel.
FROG POND GRADING: Unsecureds Will Recover 25% in Plan
------------------------------------------------------
Frog Pond Grading & Paving, Inc. submitted a Plan and a Disclosure
Statement.
The Debtor anticipates that all Allowed Administrative Claims, if
any, will be paid in full upon the Effective Date, unless agreed
otherwise by the Debtor and the holder of such a Claim. Periodic
payments to the holders of Allowed Priority Claims and Allowed
Secured Claims will be funded from the post-confirmation operations
of the Reorganized Debtor. Distributions to the holders of Allowed
General Unsecured Claims will be paid from the Reorganized Debtor's
Net After Tax Cash Flow for the years 2021-2026. Such
distributions will be paid in not fewer than six (6) installments,
on or before December 20th of years 2021 through 2026,
respectively. Kimberly L. Swain and Eric S. Swain collectively hold
100% of the equity interest of the Debtor. The Swains will retain
their equity interest and will continue to be employed by the
reorganized Debtor.
Class 7 General Unsecured Claims are impaired. Holders of Allowed
General Unsecured Claims will receive total distributions equal to
25% of their allowed claim to be paid from the Net After Tax Cash
Flow of the Reorganized Debtor for years 2021-2026. Said
distributions will be paid in quarterly installments on the final
day of each financial quarter for the years or and between 2021
through 2026. The first payment will be paid following the first
full quarter following confirmation of the Plan.
Class 8: Equity Security Holders are impaired. Present Equity
Security Holders will be entitled to retain their interest in the
Debtor but will receive no distribution until final completion of
the terms of the Plan and the Discharge of the Debtor.
A full-text copy of the Disclosure Statement dated October 7, 2020,
is available at https://tinyurl.com/yyvq6xw8 from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Brian P. Hayes
Ferguson, Hayes, Hawkins &DeMay, PLLC.
P.O. Box 444
Concord, North Carolina 28026-0444
Telephone: (704) 788-3211
About Frog Pond Grading
Frog Pond Grading & Paving, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D.N.C. Case No. 19-31725) on Dec. 20, 2019,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Brian P. Hayes, Esq., at Ferguson, Hayes,
Hawkins & Demay, PLLC.
GAVILAN RESOURCES: Court Okays Bankruptcy Liquidation Plan
----------------------------------------------------------
Alex Wolf of Bloomberg Law reports that shale driller Gavilan
Resources LLC won court approval to liquidate in bankruptcy after
selling substantially all of its assets for $50 million.
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas approved the plan Monday, November 30, 2020,
authorizing the company to wind down its estate and pay back an
estimated 60% of some $102 million in claims held by royalty-backed
lenders, led by JPMorgan Chase Bank.
The Chapter 11 plan recoveries stem from a company sale in October
2020 to Mesquite Energy Inc., the successor to Sanchez Energy
Corp., which also restructured in bankruptcy this 2020.
About Gavilan Resources
Gavilan Resources, LLC, established in July 2016, is a private
equity backed independent exploration and production (E&P) company
headquartered in Houston, Texas, whose production is singularly
focused on the Eagle Ford Shale.
Gavilan Resources, LLC, and three affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 20-32656) on May 15,
2020.
Gavilan was estimated to have $1 billion to $10 billion in assets
and $500 million to $1 billion in liabilities as of the bankruptcy
filing.
The Hon. Marvin Isgur is the presiding judge.
The Debtors tapped WEIL, GOTSHAL & MANGES LLP as attorneys; VINSON
& ELKINS, LLP as co-counsel; LAZARD FRERES & CO. LLC as investment
banker; and HURON CONSULTING SERVICES LLC as restructuring advisor.
EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent.
GAVILAN RESOURCES: Unsecureds Out of Money in Mesquite Sale Plan
----------------------------------------------------------------
Gavilan Resources, LLC and its debtor affiliates submitted an
Amended Disclosure Statement in connection with the solicitation of
votes on the Amended Joint Plan of Liquidation, dated October 26,
2020.
The Debtors conducted an auction for substantially all of their
assets from September 29 to October 2, 2020 and designated
Mesquite Energy, Inc. (f/k/a Sanchez Energy Corporation) as the
bidder presenting the highest or best offer and Venado EP L.P. as
the second highest or best offer. On Oct. 16, 2020, the Court
entered the Order approving the sale of the assets.
Pursuant to the Plan, on the Effective Date, either (1) the Debtors
shall each be liquidated, wound down and terminated, as provided in
Section 5.9 of the Plan, or (2) the Debtors shall be merged
together into one remaining Designated Debtor, which Designated
Debtor shall be liquidated, wound down and terminated as provided
in Section 5.9. The Debtors propose to appoint their current
restructuring advisor, Huron Consulting Services LLC as the
Liquidating Agent for each of the Debtors. The Liquidating Agent
shall carry out and implement all provisions of the Plan after the
Effective Date and wind down the Debtors' estates.
Class 3 consists of Allowed RBL Lenders Claims against the Debtors,
having first lien priority in the amount of $101,800,000, will
recover 60 percent. Upon the closing of the sale transaction,
holders of the RBL Lenders Claims will receive their pro rata share
of the sale proceeds. For the avoidance of doubt, J. Aron &
Company LLC will receive identical treatment for its claim of
$583,586 in respect of swap default settlement payments.
Class 4 (Second Lien Claims), Class 5 (General Unsecured
Claims),and Class 6 (Existing Gavilan Equity Interests) are
expected to receive no recovery under the Plan. Such holders are
deemed to reject the Plan and are not entitled to vote on the Plan
A full-text copy of the Amended Disclosure Statement dated October
26, 2020, is available at
https://www.pacermonitor.com/view/G3KKV6A/Gavilan_Resources_LLC_and_Gavilan__txsbke-20-32656__0392.0.pdf?mcid=tGE4TAMA
A copy of the Plan Confirmation Order is available at:
https://www.pacermonitor.com/view/QOI5BQQ/Gavilan_Resources_LLC_and_Gavilan__txsbke-20-32656__0490.0.pdf?mcid=tGE4TAMA
Attorneys for the Debtors:
Alfredo R. Perez
Brenda Funk
WEIL, GOTSHAL & MANGES LLP
700 Louisiana Street, Suite 1700
Houston, Texas 77002
Telephone: (713) 546-5000
Facsimile: (713) 224-9511
Email: Alfredo.Perez@weil.com
Brenda.Funk@weil.com
Ray C. Schrock, P.C.
Garrett A. Fail
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Email: Ray.Schrock@weil.com
Garrett.Fail@weil.com
About Gavilan Resources
Gavilan Resources, LLC, established in July 2016, is a private
equity-backed independent exploration and production (E&P) company
headquartered in Houston, Texas, whose production is singularly
focused on the Eagle Ford Shale.
Blackstone-backed Gavilan Resources, LLC, and three affiliates
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
20-32656) on May 15, 2020, citing plummeting oil prices amid the
COVID-19 pandemic and other market conditions.
Gavilan was estimated to have $1 billion to $10 billion in assets
and $500 million to $1 billion in liabilities as of the bankruptcy
filing.
The Honorable Marvin Isgur is the presiding judge. The Debtors
tapped WEIL, GOTSHAL & MANGES LLP as attorneys; VINSON & ELKINS,
LLP as co-counsel; LAZARD FRERES & CO. LLC as investment banker;
and HURON CONSULTING SERVICES LLC as restructuring advisor. EPIQ
CORPORATE RESTRUCTURING, LLC, is the claims agent.
GEMINI HDPE: Moody's Rates New $600MM Term Loan B 'Ba3'
-------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Gemini HDPE
LLC's proposed $600 million senior secured term loan B debt issue
to finance INEOS's acquisition of its partner Sasol's 50% interest
in the Gemini joint venture. Moody's also affirmed the Ba3 rating
on Gemini's existing senior secured term loan due 2024, which will
be repaid at financial close of the new facility. Gemini HDPE's
outlook remains negative.
RATINGS RATIONALE
Gemini HDPE's Ba3 rating reflects its ownership consolidation under
the Ineos Group Holdings S.A. (INEOS: Ba3 negative) umbrella. INEOS
is acquiring its JV partner's 50% stake in Gemini HDPE from a
subsidiary of Sasol Limited (Ba2 negative) for $404 million. This
makes INEOS the sole owner and offtaker for the high-density
polyethylene plant. INEOS will assume the obligations under Sasol's
tolling agreement with minimal changes in structure. Offtaker
credit quality is the key driver of Gemini's credit profile because
INEOS wraps operational and market risk under its Tolling
Agreements. INEOS is also deeply involved in the project as
operator, technology provider, and facility coordinator given
Gemini's location within INEOS's manufacturing complex.
INEOS provides guaranties under long-term Tolling Agreements that
are structured to achieve a low but stable 1.0x debt service
coverage ratio. The toll payment obligation is absolute,
unconditional and not subject to abatement or set-off. Moody's
expects the plant will maintain its strong cost position and will
produce solid operational results in 2021 with production output
above nameplate capacity.
Other key credit considerations include Gemini's highly competitive
cost position; weak project finance protections particularly the
lack of reserves such as a debt service reserve; as well as
refinancing risk with 70% of the debt scheduled to be outstanding
at maturity. This refinancing risk is mitigated by the terms of the
Tolling Agreements that extend past debt maturity and provide for
sufficient payments to repay the expected refinancing amount by the
maturity of the Toll Agreements in December 2035. There is minimal
liquidity at the asset and Gemini had $7.9 million in cash and
equivalents as of September 30, 2020.
USE OF PROCEEDS
Gemini HDPE will use the proceeds of the $600 million term loan to
finance the acquisition of Sasol's stake in the project and
refinance approximately $360 million of existing term loans.
RATING OUTLOOK
The negative outlook considers the potential for further
deterioration of Gemini's offtaker/owner credit quality owing in
part to the negative outlook at INEOS.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
FACTORS THAT COULD LEAD TO AN UPGRADE
Gemini HDPE's rating could be upgraded if there is an improvement
in offtaker credit quality and the project maintains strong
operational performance.
FACTORS THAT COULD LEAD TO A DOWNGRADE
Gemini HDPE's rating could be downgraded if there is additional
deterioration of INEOS's credit quality, if the key underlying
contracts are challenged or violated or if the project encounters
extensive operating problems.
PROFILE
Gemini HDPE LLC (Gemini) is a high-density polyethylene (HDPE)
manufacturing plant within INEOS's Battleground Manufacturing
Complex (BMC) located in La Porte, Texas. The project is expected
to produce approximately 1 billion pounds of HDPE per year using
INEOS' licensed proprietary Innovene-S process.
RATING METHODOLOGY
The principal methodology used in these ratings was Generic Project
Finance Methodology published in November 2019.
GLOBAL MINISTRIES: S&P Lowers Housing Bond Ratings to 'CCC'
-----------------------------------------------------------
S&P Global Ratings lowered the following long-term ratings on bonds
issued for Global Ministries Fellowship (GMF), Tenn., a nonprofit
corporation that develops and operates affordable housing:
'CCC' from 'B-' on Alabama Housing LLC's bonds;
'CCC' from 'BB-' on Indiana 4 LLC's bonds;
'CCC' from 'CCC+' on Forest Cove LLC's bonds; and
'CCC' from 'CCC+' on Peace Lake Towers' bonds.
At the same time, S&P affirmed the following ratings:
'CCC' on Serenity Towers LLC's bonds; and
'CCC' on Stonekey LLC's bonds
The outlook is negative.
"The downgrades reflect our view of the continued decline in either
the financial or physical condition, or both, of these credits as
reported in the most recent audited financial statements available
and Real Estate Assessment Center (REAC) scores, issued by the U.S.
Department of Housing and Urban Development," said S&P Global
Ratings credit analyst Alan Bonilla.
In the case of all six projects, the erosion of financial or
physical attributes warrants their respective rating category. For
example, the net cash flow at the properties is insufficient to
cover debt service obligations. The deteriorating cash flows have
resulted from high vacancy rates, higher-than-expected maintenance
and repair costs, and increasing insurance expenses, among other
project-specific factors. The physical condition deterioration is
demonstrated by significant decreases in year-to-year REAC scores.
The 'CCC' ratings on all projects reflect S&P's view that they are
vulnerable to nonpayment. This is due to debt service coverage
(DSC) falling to less than 1x for consecutive years and all
properties' requiring capital infusions from the property owner.
S&P believes the continued physical deterioration of the properties
increases the chances of losing Section 8 Housing Assistance
Payment (HAP) funding. The HAP contracts had not been canceled as
of October 2020.
In 2017, Millennia Housing Management, a component of Millennia
Housing Cos. based in Cleveland, assumed management oversight of
these properties. S&P Global Ratings views this change as an
improvement. S&P understands that Millennia is in contract to
purchase all the remaining properties in GMF's Section 8 portfolio.
Since 2017, 21 of the properties have been purchased. The remaining
transactions have not yet closed.
"The negative outlook reflects our view of the properties'
deteriorating financial or physical condition, demonstrated by DSC
decreases and lower REAC scores," Mr. Bonilla added. A loss of
Section 8 HAP funding could lead S&P to lower or withdraw ratings.
Should S&P's assessment of the portfolio's management, asset
quality, or financial performance improve, it could raise the
ratings.
GLOBAL MINISTRIES: S&P Lowers Housing Project Bond Ratings
----------------------------------------------------------
S&P Global Ratings lowered the following long-term ratings on bonds
issued for Global Ministries Fellowship (GMF), Tenn., a nonprofit
corporation that develops and operates affordable housing:
To 'CCC+' from 'B-' on Bellemont LLC bonds;
To 'CCC+' from 'B-' on Louisiana Chateau LLC series 2009A bonds;
To 'CCC' from 'CCC+' on Louisiana Chateau LLC series 2009B
bonds;
To 'CCC+' from 'B+' on Willows LLC bonds; and
To 'CCC+' from 'B+' on Parc Fontaine LLC bonds.
The outlook is negative.
"The downgrades reflect our assessment of the most recent audited
financial statements available (fiscal 2019)," said S&P Global
Ratings credit analyst Alan Bonilla. "All properties have exhibited
and continue to exhibit signs of both physical and financial
decline, particularly in the past four years."
The issues that this rating action reflects are supported by
affordable rental housing properties that do not have project-based
Section 8 Housing Assistance Payment contracts. The properties that
support these issues are affordable housing properties with income
restrictions for their tenants. While S&P understands GMF intends
to sell its Section 8 properties, it also understand the
organization intends to retain ownership of its affordable housing
properties, including this portfolio.
In the case of all the issues in this report, the continued erosion
of key financial and operational metrics warrants the negative
rating actions. The deterioration in cash flows has resulted from a
combination of high vacancy rates, higher-than-expected maintenance
and repair expenses, and increasing insurance expenses, among other
project-specific factors. The 'CCC+' and 'CCC' ratings on the
projects reflect S&P's view that they are vulnerable to nonpayment.
This is due to debt service coverage (DSC) falling to less than 1x
and the need for capital infusions from the property owner.
In 2017, Millennia Housing Management, a component of Millennia
Housing Cos. based in Cleveland, assumed management oversight of
all the properties in this portfolio. S&P Global Ratings views this
change as an improvement.
"The negative outlook reflects our view of decreased DSC and our
assessment of GMF portfolio's management and governance as highly
vulnerable," Mr. Bonilla added. A further decline in any project's
operating performance could lead to a negative rating action.
Should the portfolio's management assessment, asset quality, and
financial performance improve, S&P could raise the ratings.
GOBP HOLDINGS: S&P Alters Outlook to Positive, Affirms 'B+' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on California-based discount
grocer GOBP Holdings Inc. to positive from stable, reflecting
GOBP's continued operational improvement that has led to
better-than-expected credit metrics this year.
The rating agency affirmed all of its ratings on GOBP and its debt,
including its 'B+' issuer credit rating.
S&P said, "The positive outlook reflects our expectation for
consistent growth in 2021, GOBP's position as a leading U.S.
extreme-value food retailer, and a 1-in-3 chance of a higher rating
over the next 12 months."
"The positive outlook reflects our greater confidence that credit
measures will improve over the next 12 months amid solid sales
growth and improved profitability."
"We expect S&P Global Ratings-adjusted debt to EBITDA will decline
to the low-4x area in fiscal 2021 from about 4.6x, as GOBP benefits
from elevated demand because of the COVID-19 pandemic." Like many
essential retailers, GOBP has experienced strong positive
comparable sales results amid the pandemic."
Continued new store openings of about 10% annually and GOBP's
unique operating model and deep discount pricing are also
propelling sales growth and profitability.
GOBP maintains its position as a small regional player with a
significant geographic concentration -- more than 55% of its stores
are in California. S&P believes the company benefits from steep
product pricing, with discounts of 30% or more as compared to
similar products at traditional grocery stores. This helps GOBP
expand market share as one of the largest extreme-value food
retailers in the U.S.
Good free cash flow generation supports expansion, store
investments, and continued efficiency initiatives over the coming
year.
S&P said, "We expect GOBP to generate operating cash flow of $150
million-$175 million annually, most of which we think it will
reinvest in the business. This includes store efficiency
initiatives such as operating and inventory systems, along with
continued aggressive new store development. Still, we expect GOBP
to generate modest levels of free operating cash flow (FOCF) of
about $45 million annually."
"We expect GOBP's expansion plans will gradually reduce its
geographical concentration over the next few years. GOBP maintains
good relationships with consumer packaged goods companies, a unique
independent operator business model, and consistent growth through
economic cycles. Still, the limited operating scale and cash flow
generation relative to higher-rated peers leads us to maintain our
negative comparable rating analysis modifier."
The recent exit of the company's financial sponsor could
potentially be a long-term credit positive.
GOBP may have better financial flexibility following the exit of
Hellman and Friedman, because the risk of future debt-financed
dividends has diminished.
S&P said, "We expect GOBP to generate modestly positive FOCF of $40
million-$50 million on lower projected interest burden after the
recent amendment to alower interest rate following debt repayment
last year. We have therefore revised the financial policy
assessment to neutral from FS-5 following the exit of the financial
sponsor, which had majority ownership."
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety
The positive outlook reflects S&P's expectation that GOBP's
consistent growth of opportunistic supply, additional natural and
organic offerings, and successful store expansion will continue in
the coming year. This is while the company generates substantial
FOCF while investing in new stores and efficiency initiatives.
S&P could raise the rating if GOBP:
-- Expands its operating footprint while maintaining stable
profitability trends and generating consistent cash flow.
-- Expands free cash flow generation and improves credit
protection measures on a sustainable basis, including leverage of
4x or lower and funds from operations (FFO) to debt approaching the
high-teens percent area.
S&P could lower the rating if:
-- Leverage approaches 5x or greater in the next 12 months.
-- GOBP experiences intensifying competition, product sourcing
issues, and unsuccessful expansion of new stores such that sales
growth is pressured and EBITDA becomes more volatile.
-- EBITDA margin declines 100 basis points or more compared with
S&P's base projections. This would indicate weakening market share.
GRACIE'S VENTURES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gracie's Ventures, Inc.
194 Washington Street
Providence, RI 02903
Business Description: Gracie's Ventures, Inc. is a privately held
company in the restaurant business.
Chapter 11 Petition Date: November 30, 2020
Court: United States Bankruptcy Court
District of Rhode Island
Case No.: 20-11269
Judge: Hon. Diane Finkle
Debtor's Counsel: Thomas P. Quinn, Esq.
MCLAUGHLINQUINN LLC
148 West River Street, Suite 1E
Providence, RI 02904
Tel: 401-421-5115
Email: tquinn@mclaughlinquinn.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ellen Slattery, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/XZ4NE6A/Gracies_Ventures_Inc__ribke-20-11269__0001.0.pdf?mcid=tGE4TAMA
GROW INC: Court Confirms 2nd Amended Plan of Reorganization
-----------------------------------------------------------
Judge Karen S. Jennemann has ordered that the Second Amended Plan
of Reorganization of Grow, Inc. is in all respects confirmed
pursuant to Section 1129 of the Bankruptcy Code and all of its
terms and provisions are approved.
At a hearing on the prior iteration of the Plan, Grow announced
that modifications had been made to the plan treatment for classes
2, 3 and 23. The creditors for these classes consented to the
modifications. The Court directed the Debtor to file a Second
Amended Plan of Reorganization containing the modifications. The
Debtor filed a Second Amended Plan of Reorganization on Oct. 28,
2020
The Court will conduct a post-confirmation status conference before
the Honorable Karen S. Jennemann, United States Bankruptcy Judge,
on Feb. 17, 2021, at 10:15 a.m. Eastern time via Zoom.
The Plan adequately and properly classified all Claims and
Interests required to be classified, and, accordingly satisfies
Section 1123(a)(1) of the Bankruptcy Code.
Article VI of the Plan sets forth the means by which the Plan will
be implemented. The Plan makes adequate means for its
implementation and satisfies section 1123(a)(5) of the Bankruptcy
Code.
This Court has examined the totality of the circumstances
surrounding the formulation of the Plan. The Plan has been proposed
in good faith by the Debtor and not by any means forbidden by law,
and therefore complies with section 1129(a)(3) of the Bankruptcy
Code.
Classes 1– 3, 6 – 9, 11, 14 - 15, and 24 either voted to accept
the Plan or are unimpaired. However, classes 4 – 5, 10, 16 - 23
are impaired and did not vote at all.
Classes 1– 3, 6 – 9, 11, 14 - 15, and 24 are impaired under the
Plan and voted to accept the Plan. Accordingly, the Plan satisfies
the requirements of section 1129(a)(10) of the Bankruptcy Code.
Classes 4 – 5, 10, 16 - 23 are impaired classes that did not vote
to accept the plan. However, the plan does not discriminate
unfairly against these classes and is fair and equitable with
respect to these classes. Accordingly, the Debtor has satisfied
the requirements of Section 1129(b). The Court hereby approves the
Cramdown Motions.
The provisions contained in Article V of the Plan relating to the
assumption and rejection of unexpired leases and executory
contracts are hereby approved and found to be fair and reasonable.
This Confirmation Order shall be deemed to constitute all approvals
and consents required, if any, by the laws, rules and regulations
of any state or other governmental authority with respect to the
implementation or confirmation of the Plan.
The Reorganized Debtor shall file the Form Post Confirmation
Avoidance & Claim Litigation Report ("Short Form Report") within 90
days after the Effective Date of the Plan and every ninety (90)
days thereafter until entry of a Final Decree.
A copy of the Plan Confirmation Order is available at
https://www.pacermonitor.com/view/RA7XXCI/Grow_Inc__flmbke-20-01100__0185.0.pdf?mcid=tGE4TAMA
About Grow Inc.
Grow, Inc. is a privately held company whose principal assets are
located at 813 Lake McGregor Drive Fort, Myers, Fla.
Grow, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 20-00959) on Feb. 3, 2020. In the
petition signed by Jeff Kaulbars, president, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities.
Judge Karen S. Jennemann oversees the case. Michael A. Nardella,
Esq., at Nardella & Nardella, PLLC, is the Debtor's legal counsel.
No Official Committee of unsecured creditors is appointed in the
Debtor's case.
GROW INC: Unsecureds Will Get $42,000 Under Plan
------------------------------------------------
Grow, Inc., submitted a Second Amended Plan of Reorganization at
the direction of the court.
Under the Plan, Class 1 CIT Bank is impaired. Class I consists of
the Allowed Secured Claim of CIT Bank in the amount of $44,842. In
full satisfaction of its Allowed Secured Claim, CIT's claim shall
be treated as follows: (a) CIT shall retain its lien on its
pre-petition collateral, (b) CIT shall be paid in full over 5 years
with 6.75% interest so that monthly payments total $882.65 and (c)
all other terms of the original loan agreement will remain in
place. Payments to CIT hereunder commenced in March 2020.
Class 2 Wallace International Trucks is impaired. Class 2 consists
of the Allowed Secured Claim of Wallace International Trucks,
successor in interest to BMO Harris, in the stipulated amount of
$46,679. In full satisfaction of its Allowed Secured Claim, Wallace
International Truck's claim shall be treated as follows: (a)
Wallace shall retain its lien on its prepetition collateral, (b)
Wallace shall be paid the full amount of its Allowed Secured Claim
over 5 years with 5.75% interest so that monthly payments total
$897.02 and (c) all other terms of the original loan agreement will
remain in place.
Class 3 Wallace International Trucks is impaired. Class 3 consists
of the Allowed Secured Claim of Wallace International Trucks,
successor in interest to BMO Harris, in the stipulated amount of
$51,300. In full satisfaction of its Allowed Secured Claim,
Wallace International Truck's claim shall be treated as follows:
(a) Wallace shall retain its lien on its pre-petition collateral,
(b) Wallace shall be paid the full amount of its Allowed Secured
Claim over 5 years with 5.75% interest so that monthly payments
total $985.82 and (c) all other terms of the original loan
agreement will remain in place.
Class 4 Wells Fargo is impaired. Class 4 consists of the Allowed
Secured Claim of Wells Fargo in the amount of $90,000. The Debtor
surrendered the collateral securing this claim to Wells Fargo in
full satisfaction of the Class 4 claim.
Class 5 Wells Fargo is impaired. Class 5 consists of the Allowed
Secured Claim of Wells Fargo in an amount of $125,000. The Debtor
surrendered the collateral securing this claim to Wells Fargo in
full satisfaction of the Class 5 claim.
Class 6 TCF is impaired. Class 6 consists of the Allowed Secured
Claim of TCF in the stipulated amount of $36,000. In full
satisfaction of its Allowed Secured Claim, TCF's claim shall be
treated as follows: (a) TCF shall retain its lien on its
pre-petition collateral, (b) TCF shall be paid the full amount of
its Allowed Secured Claim over 5 years with 5% interest so that
monthly payments total $679.37 and (c) the loan and security
agreement and all related loan documents by and between TCF and
Debtor are affirmed and ratified by Debtor, and all terms and
conditions thereof shall remain fully valid, binding and
enforceable, except as expressly modified by the payment terms set
forth in this plan.
Class 7 TCF is impaired. Class 7 consists of the Allowed Secured
Claim of TCF in the stipulated amount of $40,000. In full
satisfaction of its Allowed Secured Claim, TCF's claim shall be
treated as follows: (a) TCF shall retain its lien on its
prepetition collateral, (b) TCF shall be paid the full amount of
its Allowed Secured Claim over 5 years with 5% interest so that
monthly payments total $754.85 and (c) the loan and security
agreement and all related loan documents by and between TCF and
Debtor are affirmed and ratified by Debtor, and all terms and
conditions thereof shall remain fully valid, binding and
enforceable, except as expressly modified by the payment terms set
forth in this plan.
Class 8 TCF is impaired. Class 8 consists of the Allowed Secured
Claim of TCF in the stipulated amount of $28,000. In full
satisfaction of its Allowed Secured Claim, TCF s claim will be
treated as follows: (a) TCF shall retain its lien on its
prepetition collateral, (b) TCF will be paid the full amount of its
Allowed Secured Claim over 5 years with 5% interest so that monthly
payments total $528.40 and (c) the loan and security agreement and
all related loan documents by and between TCF and Debtor are
affirmed and ratified by Debtor, and all terms and conditions
thereof will remain fully valid, binding and enforceable, except as
expressly modified by the payment terms set forth in this plan.
Class 9 TCF is impaired. Class 9 consists of the Allowed Secured
Claim of TCF in the stipulated amount of $20,000. In full
satisfaction of its Allowed Secured Claim, TCF's claim shall be
treated as follows: (a) TCF shall retain its lien on its
pre-petition collateral, (b) TCF shall be paid the full amount of
its Allowed Secured Claim over 5 years with 5% interest so that
monthly payments total $377.43 and (c) the loan and security
agreement and all related loan documents by and between TCF and
Debtor are affirmed and ratified by Debtor, and all terms and
conditions thereof shall remain fully valid, binding and
enforceable, except as expressly modified by the payment terms set
forth in this plan.
Class 10 TCF is impaired. The Debtor surrendered the collateral
securing this claim to TCF in full satisfaction of the Class 10
claim. The Debtor surrendered the collateral securing this claim to
TCF in full satisfaction of the Class 10 claim.
Class 11 CCG is impaired. Class 11 consists of the Allowed Secured
Claim of CCG in the amount of $853,067. The Debtor will treat
CCG's Allowed Secured Claim in accordance with the CCG Stipulation.
In full satisfaction of its Allowed Secured Claim, CCG's claim
shall be treated as follows: (a) CCG shall retain its liens on its
prepetition collateral until such time as CCG's Allowed Secured
Claim is paid in full, (b) $75,000 of CCG's Allowed Secured Claim
shall be paid with interest accruing at 8% per annum over 36 months
, (c) the remainder of CCG's Allowed Secured Claim shall be paid
with interest accruing at 8% over 60 months, and (d) all other
terms of the original loan documents attached to CCG's proof of
claim, which are incorporated by reference herein, shall remain in
place, valid and unaffected unless otherwise expressly set forth
herein.
Class 14 PNC is impaired. Class 14 consists of the Allowed Secured
Claim of PNC in the amount, determined by the Court, of $125,000.
The Debtor surrendered the collateral securing this claim to PNC in
full satisfaction of the Class 14 claim.
Class 15 PNC is impaired. Class 15 consists of the Allowed Secured
Claim of PNC in the amount, determined by the Court, of $90,000.
The Debtor surrendered the collateral securing this claim to PNC in
full satisfaction of the Class 15 claim.
Class 16 Hitachi is impaired. Class 16 consists of the Allowed
Secured Claim of Hitachi in the amount, determined by the Court, of
$52,000. In full satisfaction of its Allowed Secured Claim,
Hitachi's claim shall be treated as follows: (a) Hitachi shall
retain its lien on its prepetition collateral, (b) Hitachi shall be
paid the full amount of its Allowed Secured Claim over 5 years with
5.25% interest so that monthly payments total $987.27 and (c) all
other terms of the original loan agreement will remain in place.
Class 17 De Lage is impaired. Class 17 consists of the Allowed
Secured Claim of De Lage in the amount of $428,000. The Debtor
surrendered the collateral securing this claim to De Lage in full
satisfaction of the Class 17 claim.
Class 18 De Lage is impaired. Class 18 consists of the Allowed
Secured Claim of De Lage in the amount of $20,000. DeLage's claim
shall be treated as follows: (a) DeLage shall retain its lien on
its prepetition collateral, (b) DeLage shall be paid the full
amount of its Allowed Secured Claim over 5 years with 5.5% interest
so that monthly payments total $382.02 and (c) all other terms of
the original loan agreement will remain in place.
Class 19 De Lage is impaired. Class 19 consists of the Allowed
Secured Claim of De Lage in the amount of $23,000. DeLage's claim
shall be treated as follows: (a) DeLage shall retain its lien on
its prepetition collateral, (b) DeLage shall be paid the full
amount of its Allowed Secured Claim over 5 years with 5.5% interest
so that monthly payments total $439.33 and (c) all other terms of
the original loan agreement will remain in place.
Class 20 De Lage is impaired. Class 20 consists of the Allowed
Secured Claim of De Lage in the amount of $26,000. In full
satisfaction of its Allowed Secured Claim, DeLage's claim shall be
treated as follows: (a) DeLage shall retain its lien on its
prepetition collateral, (b) DeLage shall be paid the full amount of
its Allowed Secured Claim over 5 years with 5.5% interest so that
monthly payments total $496.63 and (c) all other terms of the
original loan agreement will remain in place.
Class 21 is impaired. Class 21 consists of the Allowed Secured
Claim of De Lage in the amount of $23,000. In full satisfaction of
its Allowed Secured Claim, DeLage's claim will be treated as
follows: (a) DeLage shall retain its lien on its prepetition
collateral, (b) DeLage shall be paid the full amount of its Allowed
Secured Claim over 5 years with 5.5% interest so that monthly
payments total $439.33 and (c) all other terms of the original loan
agreement will remain in place.
Class 22 De Lage is impaired. Class 22 consists of the Allowed
Secured Claim of De Lage in the amount of $11,000. In full
satisfaction of its Allowed Secured Claim, DeLage's claim shall be
treated as follows: (a) DeLage shall retain its lien on its
prepetition collateral, (b) DeLage shall be paid the full amount of
its Allowed Secured Claim over 5 years with 5.5% interest so that
monthly payments total $210.11 and (c) all other terms of the
original loan agreement will remain in place.
Class 23 Suntrust is impaired. Class 23 consists of the Allowed
Secured Claim of Suntrust in the amount of approximately $192,835.
In full satisfaction of its Allowed Secured Claim, Suntrust's claim
shall be treated as follows: (a) SunTrust shall retain its lien on
its pre-petition collateral, (b) SunTrust shall be paid in full
over 48 months with 4.75% interest in accordance with the payment
schedule below and (c) all other terms of the original loan
agreement will remain in place.
Class 24 Unsecured Creditors are impaired. Grow will pay the
aggregate sum of $42,000 to the holders of Allowed Unsecured Claims
on a Pro Rata basis. Payments will be made quarterly over 5 years
and shall commence at the start of the next full quarter after a
final order is entered determining all remaining Disputed Claims.
Class 25 Equity is impaired. All currently issued and outstanding
Equity Interests in Grow shall be extinguished on the Effective
Date and new Equity Interests in the Reorganized Debtor shall be
re-vested with Jeff Kaulbars (51%) and Brenna Nipper (49%), or
their designee wholly-owned subsidiaries or vehicles, or New
Investor.
All cash in excess of operating expenses generated from operations
of the Debtor' business until the Effective Date will be used for
Plan Payments.
A full-text copy of the Second Amended Plan of Reorganization dated
October 28, 2020, is available at
https://www.pacermonitor.com/view/KH6M2QQ/Grow_Inc__flmbke-20-01100__0182.0.pdf?mcid=tGE4TAMA
Counsel for the Debtor:
ROMAN V. HAMMES, ESQ.
NARDELLA & NARDELLA, PLLC
135 W. CENTRAL BLVD., SUITE 300
ORLANDO, PL 32801
About Grow Inc.
Grow, Inc. is a privately held company whose principal assets are
located at 813 Lake McGregor Drive Fort, Myers, Fla.
Grow, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 20-00959) on Feb. 3, 2020. In the
petition signed by Jeff Kaulbars, president, the Debtor estimated
$1 million to $10 million in both assets and liabilities.
Judge Karen S. Jennemann oversees the case. Michael A. Nardella,
Esq., at Nardella & Nardella, PLLC, is the Debtor's legal counsel.
No Official Committee of unsecured creditors is appointed in the
Debtor's case.
GULFPORT ENERGY: U.S. Trustee Appoints Creditors' Committee
-----------------------------------------------------------
The Office of the U.S. Trustee appointed a committee to represent
unsecured creditors in the Chapter 11 cases of Gulfport Energy
Corporation and its affiliates.
The committee members are:
1. UMB Bank, N.A.
Indenture Trustee for Senior Note Holders
Attn: Gavin Wilkinson
120 S. Sixth St., #1400
Minneapolis, MN 55402
Gavin Wilkinson
612-337-7001
gavin.wilkinson@umb.com
2. Rockies Express Pipeline LLC
Attn: Matthew Sheehy
4200 W. 115th St., Ste. 350
Leawood, KS 66211
Matthew Sheehy
913-928-6028
matt.sheehy@tallgrassenergylp.com
3. MPLX LP
Attn: Christopher Rimkus, Asst. GC
1515 Arapahoe St., Tower 1, Ste. 1600
Christopher Rimkus
(303) 925-9205
CLRimkus@marathonpetroleum.com
Denver, CO 80202
4. Bryon LeFort
c/o Coffman Legal, LLC
1550 Old Henderson Rd., Ste. 126
Columbus, OH 43220
Bryon LeFort
(337) 936-7871
lefortbryon@yahoo.com
5. B&L Pipeco Services
c/o John Tomaselli, SVP
20465 SH 249, Suite 200
Houston, TX 77070
John Tomaselli
(281) 955-3500
John.Tomaselli@blpipeco.com
6. Pioneer Drilling Services Ltd.
Attn: Dan Petro
1250 N.E. Loop 410, Ste. 1000
San Antonio, TX 78209
Dan Petro
(210) 355-0477
DPetro@pioneeres.com
7. Stallion Oilfield Construction Corp.
Attn: Mark Margavio, CFO
950 Corbindale Rd., Ste. 400
Houston, TX 77073
Mark Margavio
(713) 275-4162
mmargavio@sofs.cc
8. Baker Hughes Oilfield Operations LLC
Attn: Christopher J. Ryan
2001 Rankin Rd.
Houston, TX 77073
Christopher J. Ryan
(713) 879-1063
chris.ryan@bakerhughes.com
9. REME, LLC d/b/a Leam Drilling Services
Attn: Kathleen Glasgow
3114 W. Old Spanish Trail
New Iberia, LA 70560
Kathleen Glasgow
(800) 426-5349
kathleen.glasgow@leam.net
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 Gulfport Energy Corp.
Gulfport Energy Corporation (NASDAQ: GPOR) --
http://www.gulfportenergy.com/-- is an independent natural gas and
oil company focused on the exploration and development of natural
gas and oil properties in North America and a producer of natural
gas in the contiguous United States. Headquartered in Oklahoma
City, Gulfport holds significant acreage positions in the Utica
Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer
plays in Oklahoma. In addition, Gulfport holds non-core assets that
include an approximately 22% equity interest in Mammoth Energy
Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil
Sands in Canada through its 25% interest in Grizzly Oil Sands ULC.
Gulfport Energy reported net loss of $2.0 billion for the year
ended Dec. 31, 2019 as compared to net income of $430.6 million for
the year ended Dec. 31, 2018. As of June 30, 2020, Gulfport had
$2.58 billion in total assets, $2.35 billion in total liabilities,
and $231.34 million in total stockholders' equity.
As of Sept. 30, 2020, Gulfport had $2,375,559,000 in assets and
$2,520,336,000 in liabilities.
Gulfport and its affiliates sought Chapter 11 protection (Bankr.
S.D. Tex. Lead Case No. 20-35562) on Nov. 13, 2020.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis LLP as their bankruptcy
counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Alvarez
& Marsal North America, LLC as restructuring advisor; and Perella
Weinberg Partners L.P. and Tudor, Pickering, Holt & Co. as
financial advisor; and PricewaterhouseCoopers LLP as tax services
provider. Epiq Corporate Restructuring LLC is the claims agent.
Wachtell, Lipton, Rosen & Katz is counsel for the special committee
of Gulfport's Board of Directors while Chilmark Partners is the
financial advisor.
Katten Muchin Rosenman LLP is counsel for the special committee of
the governing body of each Debtor other than Gulfport while M-III
Parnters, LP is the financial advisor.
H&E EQUIPMENT: S&P Rates New $1.25BB Senior Unsecured Notes 'BB-'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to H&E Equipment Services Inc.'s proposed $1.25
billion senior unsecured notes due 2028. The '3' recovery rating
indicates S&P's expectation for meaningful recovery (50%-70%;
rounded estimate: 50%) in the event of a payment default. The
company plans to use the proceeds from these notes to redeem its
existing $950 million 5.625% senior unsecured notes due in 2025 on
or after Dec. 7, 2020, and for general corporate purposes.
S&P said, "We believe H&E will use $250 million of the incremental
proceeds (net of the call premium, tender premium, and transaction
expenses) to fund its organic and inorganic growth strategy over
the next two years. Because we do not net the company's cash
against its debt, we expect the additional debt will cause its
S&P-adjusted debt to EBITDA to increase to the mid-3x area as of
Dec. 31, 2020, but believe it will remain below our 4x downgrade
trigger. As H&E deploys balance sheet cash for fleet purchases, we
forecast its debt leverage will fall to the 3.0x-3.5x range by the
end of 2021. Therefore, our 'BB-' issuer credit rating and stable
outlook remain unchanged."
"H&E will likely focus on organic growth through new store openings
in its existing footprint (warm starts) while completing tack-on
acquisitions closer to the low end of our forecasted $100
million-$300 million range. Although we expect inorganic growth to
remain a part of the company's expansion strategy, the opportunity
for larger acquisitions has decreased in recent years following a
wave of consolidation in the construction equipment rental
industry. We forecast H&E's profitability will be stable in 2021 as
warm start expenses potentially offset the benefits from its
improving rental rate and utilization, though its margins will
likely increase in 2022."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P bases its valuation of H&E on a discrete asset valuation
approach, which is consistent with the rating agency's approach for
other rated construction equipment rental companies whose value it
believes is largely concentrated in their tangible assets.
-- S&P's simulated default scenario assumes a payment default in
2024 as an unexpected and severe downturn leads to an increasing
number of idle rental equipment assets, falling rental rates, and
an acute decline in the company's revenue and operating income.
-- S&P's discrete asset value starts with H&E's net book value as
of Sept. 30, 2020. It assumes the company uses a majority of the
$250 million in net proceeds from the notes issuance to purchase
rental equipment.
-- S&P applies a dilution factor to all balance sheet accounts to
reflect the loss of value through additional depreciation or the
expected contraction in working capital assets in the period
leading up to a hypothetical default. S&P assumes realization rates
of 75% for rental equipment, 40% for other property and equipment,
65% for inventory, and 80% for accounts receivable.
-- Under S&P's scenario, H&E's net asset value provides $1.13
billion to satisfy certain priority and asset-based lending (ABL)
claims of $464 million. The residual value available is sufficient
to provide recovery expectations for the notes in the 50%-70% range
(rounded estimate: 50%), which is commensurate with a '3' recovery
rating.
Simulated default assumptions
-- Simulated year of default: 2024
S&P assumes the ABL is 60% drawn and the company purchases rental
equipment using incremental ABL borrowings.
Simplified waterfall
-- Net asset value (after 5% administrative costs): $1.13 billion
-- Valuation split (obligors/nonobligors): 100%/0%
-- Priority claims: $464 million
-- Collateral value available to unsecured creditors: $663
million
-- Senior unsecured debt: $1.27 billion
-- Recovery expectations: 50%-70% (rounded estimate: 50%)
HARRY ALLEN HART: Latham Buying Riverside Property for $2.1 Million
-------------------------------------------------------------------
Harry Allen Hart asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of the residential
real property located at 2363 Trafalgar Avenue, Riverside,
Riverside County, California, APN 243-030-039-4, to Latham
Management & Consulting Services, Inc. for $2,075,000, subject to
higher and better bids.
Clarence Yoshikane of Berkshire Hathaway Home Services California
Properties began working with the Debtor to get the Residence ready
for listing. The Debtor filed an application to employ the Agent
as the Estates real estate agent on Oct. 13, 2020. No opposition
has been filed to the application to employ Agent to date and an
order on the employment is pending before the Court.
Debtor owns residential real property with a scheduled value of
$2.2 million. There is a 1st deed of trust recorded against the
Residence owed approximately $1.7 million in favor of "Axos Bank"
and recorded on June 2, 2014, as Instrument No. 2014-0200256.
There is an Internal Revenue Service lien recorded against the
Residence owed approximately $20,330. There is a 2nd deed of trust
recorded against the Residence of approximately $150,000 in favor
of City National Bank and recorded on Sept. 17, 2014, as Instrument
No. 2014-0351969. There are also approximately $22,668 in property
taxes owed against the Residence for 2019-2020 and the first half
of 2020-2021.
The Debtor claims a homestead exemption as to the equity in the
Residence in the amount of $175,000. There are also multiple
involuntary liens recorded against the Residence/Debtor, in
Riverside County, junior to the 2nd DOT, as follows: (i) H
Muehlstein & Co. Inc., recorded on 01/20/2015, record number
2015-0023479 in the amount of $0; (ii) Osio, recorded on
09/01/2015, record number 2015-0392080, in the amount of $108,751;
(iii) Pawnee, recorded on 12/21/2016, record number 2016-0569974,
in the amount of $19,122; (iv) Yanny, recorded on 03/31/2017,
record number 2017-0129806, in the amount of $94,145; (v) Wells
Fargo, recorded on 05/11/2017, record number 2017-0189193, in the
amount of $2,042,367; and (vi) FTB, recorded on 07/19/2017, record
number 2017-0294392, in the amount of $274,192.
The Debtor has discussed the value, condition and market conditions
with the Agent and has determined that a reasonable sale price for
the Residence, after marketing it for 45 days, is
$2,075,000/Initia1 Bid or $2,002,375/Initial Offer. He has
conducted a search of all known liens, claims, and interests in the
Residence. Though some of the Involuntary Liens do not appear on
the Preliminary Title Report, the Debtor, through his counsel, has
been provided various documents showing that some/all of the
Involuntary Liens are, in fact, clouding title to the Residence.
Title to the Residence is held as Harry A. Hart, an unmarried man.
The cost to maintain and service the debt against the Residence is
approximately $15,000/month. The Debtor fell behind, pre-petition,
approximately $50,766.52 on payments to the 1st DOT and the 2nd DOT
remained current through a deferment given to the Debtor
pre-petition and will soon expire/has expired. A foreclosure of the
Residence is imminent if it is not sold soon or payments on the 1st
DOT and 2nd DOT do not resume. Further, such payments on these
DOT's would decrease funds available to pay creditors in the
proposed plan.
In an effort to propose a feasible plan, in part, by decreasing his
personal monthly expenses, and to avoid the loss of equity that
will contribute to paying substantial debts of the Debtor,
including the secured portion of the IRS' claim, and to assist with
the Debtor's moving costs to relocate to a less expensive
residence, Debtor seeks to sell the Residence free and clear of all
liens, claims and interests, so that the approximate $240/day in
interest that grows on the 1st DOT and 2nd DOT can be ceased.
The Debtor contends that it is in the best interest of creditors
and the estate that the Residence be sold immediately/as soon as
possible and free and clear of any and all liens, claims, and
interest, and including the Debtor's Homestead Exemption, with such
claims/liens attaching to the net proceeds from the sale so that
creditors and the estate can reap the benefits of the equity that
remains in the Residence at this time, and resolve the priority and
mount of the Involuntary Liens and the Debtor's Homestead Exemption
after the sale.
On Oct. 27, 2020, the Debtor received an offer from the Buyer for
$2,002,375. However, Buyer's agent is receiving no commission from
the Estate and the Debtor's Agent has agreed to handle the
transaction for the Debtor at a reduced commission of 2%, on the
transaction only, saving the Estate 3.5% of the gross sales price.
This makes the Offer Price the equivalent of a sale price of
$2,075,000 by anyone else making an offer with an agent involved in
the transaction, where the Estate would otherwise be required to
pay the agreed upon 5.5% commission to real estate agents.
The Buyer has agreed to an all cash offer with an initial deposit
of $70,000, which will be deposited with escrow pending Court
approval and closing of the sale. The Buyer's offer is the highest
and best offer received by the Debtor to date.
The Debtor has determined that it is in the best interest of the
Estate to proceed with the sale of the Residence to the Buyer for
the Offer Price. He asks approval of the sale of the Residence on
substantially the terms and conditions set forth in the Sale
Agreement. The parties may agree on minor, non-material changes to
the Sale Agreement before the hearing on the Motion.
In connection with the sale, the Debtor anticipates paying the
First DOT, the Second DOT and all real property taxes owed to the
Riverside County Tax Collector and secured against the Residence,
in full in connection with the sale. He also anticipates paying
all costs of sale in accordance with the Sale Agreement which
includes the real estate agent commission in the amount of 2% of
the Offer Price of the Residence. Assuming a purchase price of
$2,002,375, the amount of $40,048 will be paid to Agent when the
sale is completed.
The Debtor proposes to distribute the sale proceeds, from the sale,
in the following estimated amounts and manner: (i) 1st DOT
($1,696,635); (ii) IRS Lien ($20,330); (iii) 2nd DOT ($155,406);
(iv) Riverside County Property Taxes ($26,191); (v) Brokers’
Commissions (2% of net sales price) ($40,048); and (vi) Title,
escrow, taxes, recording charges (approximately) ($8,500).
The Net Proceeds are to be paid to the Debtor's Counsel's trust
account, with all Involuntary Liens and the Debtor's Homestead
Exemption attaching to the Net Proceeds, and no further
distribution/use of those funds until further order of the Court.
Because the issue of the Debtor's Homestead Exemption is so
straightforward, the Debtor is working on obtaining a
stipulation/(s) with the Involuntary Lienholders to allow for
payment from the Net Proceeds to avoid the need for further
litigation to determine the impairment of the Debtor's Homestead
Exemption by these Involuntary Liens. The Debtor is hopeful to
have something filed with the Court regarding the same by the date
of the hearing on the Motion.
The proposed sale is subject to overbids. The initial deposit will
refundable only if the conditions to the sale are not satisfied or
the Buyer is not the successful bidder in the event overbids are
received. A breakup fee of up to $2,000 will be payable to Buyer
by successful overbidder, if the Buyer is not the successful
overbidder, based on reimbursement of only the following expenses,
proof of which is to be provided by the Buyer: physical inspection
costs, termite inspection costs, and loan appraisal costs.
The Residence will be sold subject to overbid at an open auction to
be conducted by the Court at the time that the Motion is heard.
The Bid Deadline is Dec. 2, 2020 at 5:00 p.m. Any Overbid must
provide for a minimum purchase price of at least $2,012,375 based
on the exact terms of the Offer Price or $2,085,000 if the
transaction involves the typical real estate agent commissions to
be paid by the Estate as advertised (5.5%). Any Overbid must be
accompanied by a deposit of $70,000 in certified funds.
If the Debtor receives a timely, conforming Overbid for the
Residence, the Court will conduct an auction of such Residence at
the hearing, in which all Qualified Bidders may participate. The
increments for bidding (after an initial Overbid of $10,000) is in
$1,000 increments or more. The Bidding will commence at $2,085,000
($10,000 over the Buyer's Initial Bid of $2,075,000) or $2,002,375
based on the same terms as the Offer Price. The Court will
determine which of the bids is the best bid.
If the Successful Bidder is not the original bidder of record, the
Successful Bidder must agree to reimburse the original bidder up to
$2,000 in costs incurred, with the reimbursable expenses limited
to: appraisal fees, physical inspection fees, and termite
inspection fees. The Successful Bidder must pay, at the closing,
all amounts reflected in the Best Bid in cash and such other
consideration as agreed upon.
Finally, the Debtor asks the Court to waive the 14-day stay
regarding the effectiveness of the Order.
A hearing on the Motion is set for Dec. 3, 2020 at 1:30 p.m.
A copy of the Agreement is available at
https://tinyurl.com/y6d6rjb6 from PacerMonitor.com free of charge.
Harry Allen Hart sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 20-15288) on Aug. 3, 2020. The Debtor tapped Summer Shaw,
Esq., as counsel.
HOTEL OXYGEN: Contested Hearings on Noteholders' Plan Ongoing
-------------------------------------------------------------
Partially secured creditors, Profectus Wealth Management
Noteholders, filed a Plan of Reorganization and a corresponding
Disclosure Statement for Hotel Oxygen Midtown I, LLC, et al., on
July 25, 2020.
On Oct. 5, 2020, the Bankruptcy Court conditionally approved the
Disclosure Statement and set a hearing to begin on Nov. 19, 2020 to
consider confirmation of the Noteholders' Plan. Hearings were held
Nov. 19 and Nov. 24 on the Plan.
At the Nov. 24 hearing, Kasey C. Nye, attorney for the Noteholders
said that the only issues for confirmation are feasibility, good
faith issues and if the plan will meet the best interest test.
D Lamar Hawkins, attorney for the Debtor, noted, among other
things, that the best interest of creditors issue is that under the
Plan the sale funds are under the Noteholders' control and not
under the Committee's control. He added that the Debtor has issues
with 1129(a)(5), 1129(a)(4) and if the Disclosure Statement was
sent to the SCC and approved.
Katherine Sanchez, attorney for the Creditors Committee, said the
Committee has issues regarding the proposed financing and
performance of the plan proponent.
Janel Glynn, attorney for Fairway America, LLC, stated that as to
the proposed financing, the remaining four contingencies will be
satisfied and the loan commitments will be finalized Nov. 24.
Robin Itken, also an attorney for Fairway, added that the lender
will be able to fund by Dec. 7.
Following the recent hearing, Judge Paul Sala ordered setting a
video ZOOMGOV confirmation hearing on Monday, Dec. 7, 2020, at 9:00
a.m. Direct testimony must be filed by declaration, and
declarations are due no later than FRiday, Dec. 4, 2020. Parties
wishing to file a brief must file no later than Dec. 3, 2020.
About Hotel Oxygen Midtown I
Hotel Oxygen Midtown, I, LLC, and Hotel Oxygen Palm Springs, LLC,
are affiliate companies which operate hotels in Phoenix, Ariz. The
companies are wholly owned subsidiaries of Oxygen Hospitality
Group, Inc., an owner-operator hospitality company that acquires,
renovates and manages a portfolio of mid-to upper scale branded and
independent hotel assets in the U.S. Founded in 2017, Oxygen
Hospitality is privately held and is headquartered in Phoenix,
Ariz.
Hotel Oxygen Midtown, I and its affiliates, Hotel Oxygen Palm
Springs, A Great Hotel Company, Arizona LLC, and A Great Hotel
Company, LLC, filed Chapter 11 petitions (Bankr. D.Ariz. Lead Case
No. 19-14399) on Nov. 12, 2019. In the petitions signed by David
Valade, chief financial officer, Hotel Oxygen Midtown was estimated
to have assets of $1 million to $10 million and liabilities of
$100,000 to $500,000. Judge Paul Sala oversees the cases. Guidant
Law, PLC, is the Debtors' legal counsel.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors. The committee is represented by Dickinson Wright PLLC.
IMERYS TALC: Arnold & Itkin Says Disclosures Inadequate
-------------------------------------------------------
Arnold & Itkin LLP, on behalf of thousands of Talc Personal Injury
Claimants ("Objectors"), objects to the Amended Disclosure
Statement filed in connection with the Imerys Talc America, Inc.,
et al.'s solicitation motion.
Arnold & Itkin point out that:
* The Disclosure Statement fails to provide "adequate
information" regarding the treatment of class 4 claims, and the
terms of the TDP.
* The Disclosure Statement does not disclose the unequal
treatment of class 4 claims resulting from the establishment of
funds A, B and C and related subclassification of class 4 claims,
or the adverse consequences thereof to certain class 4 creditors.
* The Disclosure Statement does not disclose the unequal
treatment of class 4 claims that are liquidated by money judgments
against the trust that results from provisions penalizing holders
of class 4 claims who exercise their right to a judicial resolution
of their claims (and a jury trial).
* The Disclosure Statement does not disclose the unequal
treatment of holders of indemnified claims in class 4, who are
required to forego prosecution of any rights against J&J under the
J&J indemnities on order to receive the same treatment of their
claims against the trust as holders of non-indemnified claims who
do not have such additional rights against J&J.
* The Disclosure Statement Does not, but should, disclose to
ovarian cancer B, C and D claimants that there are provisions of
the TDP that will adversely affect them and no other class 4
creditors.
* The Disclosure Statement fails to, but should, update total
talc personal injury claim estimates based on current information.
* The Disclosure Statement must be updated with information
about the MDL proceeding common benefit fund.
Special Bankruptcy Counsel to Arnold & Itkin LLP:
Laura Davis Jones
Debra I. Grassgreen
John A. Morris
Peter J. Keane
PACHULSKI STANG ZIEHL & JONES LLP
919 N. Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899-8705 (Courier 19801)
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: ljones@pszjlaw.com
dgrassgreen@pszjlaw.com
jmorris@pszjlaw.com
pkeane@pszjlaw.com
Counsel to the Arnold & Itkin Plaintiffs:
Jason A. Itkin
ARNOLD & ITKIN LLP
6009 Memorial Drive
Houston, TX 77007
Main: 713.222.3800
Fax: 713.222.3850
Email: jitkin@arnolditkin.com
About Imerys Talc America
Imerys Talc and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling, and distributing talc.
Talc is a hydrated magnesium silicate that is used in the
manufacturing of dozens of products in a variety of sectors,
including coatings, rubber, paper, polymers, cosmetics, food, and
pharmaceuticals. Its talc operations include talc mines, plants,
and distribution facilities located in: Montana (Yellowstone,
Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas
(Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet).
It also utilizes offices located in San Jose, California and
Roswell, Georgia.
Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc
Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13,
2019.
The Debtors were estimated to have $100 million to $500 million in
assets and $50 million to $100 million in liabilities as of the
bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Prime Clerk LLC as claims agent.
IMERYS TALC: Cyprus Says 3rd Amended Disclosures Still Insufficient
-------------------------------------------------------------------
Cyprus Mines Corporation and its parent company, Cyprus Amax
Minerals Company submitted an Amended Objection to the Imerys Talc
America, Inc., et al.'s motion to approve the Third Amended
Disclosure Statement.
"[D]espite multiple adjournments and amendments to the Disclosure
Statement, the Third Amended Disclosure Statement remains unclear
or incomplete in critical respects," Cyprus said in court filings.
"The Debtors filed their first Disclosure Statement on May 15,
2020. Over the next five months, they amended the Disclosure
Statement three times and also filed three sets of Trust
Distribution Procedures ("TDPs"). The most recent set of trust
distribution procedures (the "Second Amended TDPs") was filed on
October 19. Cyprus objected to each of the prior versions of the
Disclosure Statement. Consistent with the Court's direction at the
hearing held on October 7, 2020, this objection supersedes the
prior objections and addresses the Third Amended Disclosure
Statement and the Second Amended TDPs."
According to Cyprus, the Third Amended Disclosure Statement and the
Second Amended TDPs have several deficiencies.
* First, the Second Amended TDPs do not provide sufficient
clarity regarding the intended treatment of Cyprus' claims; indeed,
as explained below, they do not even address certain categories of
Cyprus' claims.
* Second, despite the significance of the Debtors’ purported
indemnity claims against Johnson & Johnson, the Second Amended TDPs
are unclear and confusing in describing how claimants such as
Cyprus can take advantage of that indemnity.
* Third,taken at face value, the Third Amended Disclosure
Statement appears to prohibit Cyprus from accessing its own
insurance. The Debtors should amend the Third Amended Disclosure
Statement and/or Third Amended Plan to confirm that this unlawful
result is not intended.
* Finally, while the Debtors are now targeting February 10 for a
confirmation hearing, their proposed confirmation schedule
needlessly compresses discovery and threatens to prejudice
objectors. Among other things, the Debtors seek to impose a close
of written discovery over fifteen weeks before the proposed
confirmation hearing. They also propose a one-week window for all
fact depositions and five days for all expert depositions. There
is no reason to restrict discovery in this way.
Attorneys for Cyprus Amax Minerals Company and Cyprus Mines
Corporation:
Robert J. Dehney
Matthew O. Talmo
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 N. Market Street, 16th Floor
P.O. Box 1347
Wilmington, DE 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
E-mail: rdehney@mnat.com
- and -
Paul E. Heath
Matthew W. Moran
Katherine Drell Grissel
VINSON & ELKINS LLP
2001 Ross Avenue, Suite 3900
Dallas, TX 75201
Telephone: (214) 220-7700
pheath@velaw.com
Attorneys for Cyprus Amax Minerals Company:
Emil A. Kleinhaus
Douglas K. Mayer
Nicholas Walter
Joseph C. Celentino
WACHTELL, LIPTON, ROSEN & KATZ
51 West 52nd Street
New York, NY 10019
Telephone: (212) 403-1000
eakleinhaus@wlrk.com
About Imerys Talc America
Imerys Talc and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling, and distributing talc.
Talc is a hydrated magnesium silicate that is used in the
manufacturing of dozens of products in a variety of sectors,
including coatings, rubber, paper, polymers, cosmetics, food, and
pharmaceuticals. Its talc operations include talc mines, plants,
and distribution facilities located in: Montana (Yellowstone,
Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas
(Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet).
It also utilizes offices located in San Jose, California and
Roswell, Georgia.
Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc
Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13,
2019.
The Debtors were estimated to have $100 million to $500 million in
assets and $50 million to $100 million in liabilities as of the
bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Prime Clerk LLC as claims agent.
IMERYS TALC: Kline & Specter's Joinder to Disclosure Objection
--------------------------------------------------------------
Kline & Specter, PC, on behalf of certain personal injury claimants
(the "Kline & Specter Represented Claimants/Plaintiffs"), object
and join in the well-founded Objections and Supplemental Objections
of the Arnold Itkin Plaintiffs to the Amended Disclosure Statement
filed in connection with the Solicitation Motion of Imerys Talc
America, Inc., and its Debtor Affiliates.
The Kline & Specter Represented Claimants/Plaintiffs expressly
reserve and preserve their right to supplement these objections and
supplemental objections at or prior to the hearing or continued
hearing on the Disclosure Statement.
A full-text copy of Kline & Specter' s objection to disclosure
statement dated November 3, 2020, is available at
https://tinyurl.com/y5o9odzr from PacerMonitor.com at no charge.
Kline & Specter is represented by:
SHELSBY & LEONI
Robert J. Leoni, Esquire
221 Main Street
Wilmington, DE 19804
Tel: (302) 995-6210
About Imerys Talc America
Imerys Talc and its
subsidiaries--https://www.imerys-performance-additives.com/ -- are
in the business of mining, processing, selling, and distributing
talc. Talc is a hydrated magnesium silicate that is used in the
manufacturing of dozens of products in a variety of sectors,
including coatings, rubber, paper, polymers, cosmetics, food, and
pharmaceuticals. Its talc operations include talc mines, plants,
and distribution facilities located in: Montana (Yellowstone,
Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas
(Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet).
It also utilizes offices located in San Jose, California and
Roswell, Georgia.
Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc
Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13,
2019.
The Debtors were estimated to have $100 million to $500 million in
assets and $50 million to $100 million in liabilities as of the
bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Prime Clerk LLC as claims agent.
IMERYS TALC: Plan Disclosures Hearing Reset to Dec. 17
------------------------------------------------------
Imerys Talc America, Inc., Imerys Talc Vermont, Inc., and Imerys
Talc Canada Inc. filed on May 15, 2020, a Disclosure Statement
explaining their Chapter 11 Plan and a motion to approve the
Disclosure Statement. Amendments to the Plan and Disclosure
Statement were made Aug. 12, 2020, Oct. 5, 2020, and Oct. 16,
2020.
According to a notice, the hearing for Nov. 16, 2020 on the
Debtors' Disclosure Statement has been rescheduled to Dec. 17,
2020, at 10:00 a.m. (prevailing Eastern Time), to be held before
Jude Laurie Selber Silverstein, in Delaware. Objections are due
Dec. 10.
In response to the objections to the Disclosure Statement, the
Debtors said in October that the Disclosure Statement should be
approved. The Debtors pointed out that:
* The Disclosure Statement meets the applicable standards for
approval under Section 1125.
* There is adequate information regarding the Trust Distribution
Procedures ("TDP"), trust agreement, and ancillary documents.
* The TDP and trust agreement provide adequate information
regarding the operation of the Talc personal injury trust.
* The original TDP adequately addresses specific disclosure
issues raised in the objections.
* The Debtors have filed financial projections and intend to
file additional information as part of the Plan Supplement.
* The Debtors have adequately described the trust assets,
including indemnification and insurance rights.
* The Debtors adequately describe the Imerys settlement.
* The Disclosure Statement and Plan adequately describe the
treatment of insurers.
* The liquidation analysis provides creditors with adequate
information regarding potential creditor recoveries in a
hypothetical liquidation.
The Debtors added that the confirmation objections are premature
and meritless.
Counsel for Debtors:
Mark D. Collins
Michael J. Merchant
Amanda R. Steele
Brett M. Haywood
Sarah E. Silveira
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
E-mail: collins@rlf.com
merchant@rlf.com
steele@rlf.com
haywood@rlf.com
silveira@rlf.com
- and -
Jeffrey E. Bjork
Kimberly A. Posin
Amy C. Quartarolo
Helena G. Tseregounis
LATHAM & WATKINS LLP
355 South Grand Avenue, Suite 100
Los Angeles, California 90071-1560
Telephone: (213) 485-1234
Facsimile: (213) 891-8763
E-mail: jeff.bjork@lw.com
kim.posin@lw.com
amy.quartarolo@lw.com
helena.tseregounis@lw.com
- and -
Richard A. Levy
330 North Wabash Avenue, Suite 2800
Chicago, Illinois 60611
Telephone: (312) 876-7700
Facsimile: (312) 993-9767
E-mail: richard.levy@lw.com
About Imerys Talc America
Imerys Talc and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are
in the business of mining, processing, selling, and distributing
talc. Talc is a hydrated magnesium silicate that is used in the
manufacturing of dozens of products in a variety of sectors,
including coatings, rubber, paper, polymers, cosmetics, food, and
pharmaceuticals. Its talc operations include talc mines, plants,
and distribution facilities located in: Montana (Yellowstone,
Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas
(Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet).
It also utilizes offices located in San Jose, California and
Roswell, Georgia.
Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc
Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13,
2019.
The Debtors were estimated to have $100 million to $500 million in
assets and $50 million to $100 million in liabilities as of the
bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Prime Clerk LLC as claims agent.
IMERYS TALC: RMI Excess Says Plan Disclosures Incomplete
--------------------------------------------------------
The RMI Excess Insurers object to (i) the proposed Disclosure
Statement for Imerys Talc America, Inc., et al.'s Third Amended
Plan incorporating the Trust Distribution Procedures and (ii) the
Debtors' proposed confirmation schedule.
RMI Excess Insurers point out that:
* The Plan and Disclosure Statement remain grossly incomplete,
missing core sections central to a mass tort bankruptcy.
* The Disclosure Statement does not provide "adequate
information" because debtors failed to include in it any discussion
of the TDPs.
* The Disclosure Statement fails to address how adjudicated
claims will be paid.
* The Disclosure Statement inadequately discloses how different
claimants assert claims against distinct estate assets.
* The Disclosure Statement fails to supply adequate information
because it omits any discussion of the plan's failure to preserve
debtors' liability defenses.
* The Disclosure Statement's discussion of the "J&J Indemnity"
is affirmatively misleading and confusing, precluding approval of
the Disclosure Statement.
* The Court should not set any confirmation schedule until after
the Debtors Set the Terms for the J&J Litigation Protocol.
"The Plan Proponents excluded RMI Excess Insurers and essentially
all other insurers from all negotiations of a plan of
reorganization and TDPs, have not shared a single draft of a plan
with the RMI Excess Insurers and excluded them from all discussions
about a plan of reorganization. With respect to the terms of the
TDP, the Debtors entirely ceded to the plaintiffs' lawyers the task
of drafting terms allowing and valuing the tort claims, and Debtors
have objected and refused to produce the Debtors' communications
with the tort claimants about the TDPs claims," RMI Excess Insurers
assert.
"The result is predictably difficult to understand. The Trust
Distribution Procedures control the treatment of the sole impaired
voting class under the Plan, Talc Personal Injury Claims (Class 4),
which includes "indirect" claims of entities like the RMI Excess
Insurers. Yet, the Disclosure Statement contains absolutely no
explanation of how the TDPs affect holders of Class 4 claims. This
omission is fatal because the TDPs themselves lack essential
information needed for holders of Indirect Talc Personal Liability
Claims to assess their treatment under the Plan, such as procedures
for payment of Indirect Claims resulting from settlements, as well
as the forms required in order to submit an Indirect Claim. This
makes the TDPs littlemore than a meaningless placeholder."
Counsel for Columbia Casualty Company, et al.:
Stamatios Stamoulis
STAMOULIS & WEINBLATT LLC
800 N. West Street, Third Floor
Wilmington, Delaware 19801
Telephone: +1 302 999 1540
Facsimile: +1 302 762 1688
Tancred Schiavoni
Janine Panchok-Berry
O'MELVENY & MYERS LLP
Times Square Tower 7 Times Square
New York, New York 10036-6537
Telephone: +1 212 326 2000
Facsimile: +1 212 326 2061
tschiavoni@omm.com
jpanchok-berry@omm.com
About Imerys Talc America
Imerys Talc and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling, and distributing talc.
Talc is a hydrated magnesium silicate that is used in the
manufacturing of dozens of products in a variety of sectors,
including coatings, rubber, paper, polymers, cosmetics, food, and
pharmaceuticals. Its talc operations include talc mines, plants,
and distribution facilities located in: Montana (Yellowstone,
Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas
(Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet).
It also utilizes offices located in San Jose, California and
Roswell, Georgia.
Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc
Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13,
2019.
The Debtors were estimated to have $100 million to $500 million in
assets and $50 million to $100 million in liabilities as of the
bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Prime Clerk LLC as claims agent.
JAMES M. THOMPSON: Unsecureds Will Recover 100% in Plan
-------------------------------------------------------
James M. Thompson Enterprises, Inc., et al. submitted a Revised
Amended Joint Plan of Reorganization.
Class 1 consists of the secured claim filed by Citizens Bank in the
amount of $20,000.15. The allowed secured claim will be amortized
over Five (5) years at 5.99% interest (the agreed upon interest
rate according to Citizen Bank's proof of claim) with payments
commencing thirty days from the entry of the Confirmation Order.
Class 2 consists of the secured claims held by Huntington. Such
debt will be reinstated in accordance with the terms of the
Confirmation Order up to the value of the collateral securing the
debt. JMTE, JMT2, JMT3, and JMTCC will continue to make all future
payments as they become due under the applicable loan documents
commencing on the Effective Date. Any portion of this claim that
exceeds the value of the Collateral securing this claim shall be
treated as a Class 12 Claim.
Class 8 consists of the secured claims filed by Rapid. Any allowed
claim owed to Rapid shall be treated as a Class 12 Claim and paid
by JMTE, JMT2, JMT3, and JMTCC in accordance with the Class 12
treatment provided herein.
Class 9 consists of the secured claim filed by Fox. Any allowed
claim owed to Fox shall be treated as a Class 12 Claim and paid by
JMTE in accordance with the Class 12 treatment provided herein.
Class 10 consists of the secured claims filed by DMKA. Any allowed
claim owed to DMKA shall be treated as a Class 12 Claim and paid by
JMTE, JMT2, JMT3, and JMT4 in accordance with the Class 12
treatment provided herein.
Class 11 consists of all Priority Claims allowed under Bankruptcy
Code Section 502, other than the Priority Tax Claims. The Debtors
know of no claims under this class and no Priority Proofs of Claim,
other than the Priority Tax Claims that are addressed above, were
filed with the Court prior to the Bar Date.
Class 12 consists of all non-priority general unsecured claims. The
holders of allowed Class 12 claims shall receive a quarterly
distribution from the Debtors in Month 3, 6, 9, 12, 15, 18, and 21
of the Plan, which shall commence on the Effective Date. The
distributions will be derived from the Debtors' Net Cash Flow. The
Debtors estimate, based on their projections, that holders of
allowed Class 12 claims will receive a 100% distribution under the
proposed Plan.
Class 13 consists of parties who hold an ownership interest (i.e.,
equity interest) in the Debtors. The Plan provides that the current
equity interests in the Debtors will be reinstated. In that regard,
this Class is deemed to have accepted the Plan.
The Net Income projected by the Debtors will be sufficient to fund
the Plan.
A full-text copy of the Disclosure Statement dated October 7, 2020,
is available at https://tinyurl.com/yygb83s5 from PacerMonitor.com
at no charge.
Counsel for the Debtors:
MICHAEL R. DAL LAGO
CHRISTIAN GARRETT HAMAN
DAL LAGO LAW
999 Vanderbilt Beach Road
Suite 200
Naples, Florida 34108
Telephone: (239) 571-6877
E-mail: mike@dallagolaw.com
E-mail: chaman@dallagolaw.com
About James M. Thompson Enterprises
James M. Thompson Enterprises, Inc., is the parent company of
several entities. James M. Thompson, Jr. controls the majority
ownership in all of the companies by way of his ownership of JMTE.
On Oct. 1, 2019, JMTE and five affiliates filed Chapter 11
bankruptcy petitions (Bankr. M.D. Fla. Lead Case No. 19-09351) in
Fort Myers, Florida. JMTE was estimated to have assets of not more
than $50,000 and liabilities of between $500,000 and $1 million.
The affiliates are James M. Thompson One, LLC (Case No.19-09353);
James M. Thompson Two, LLC (Case No. 19-093540; James M. Thompson
Three, LLC (Case No. 19-09355); James M. Thompson Four, LLC (Case
No.19-093570; and James M. Thompson Cape Coral, LLC (Case No.
19-09358).
Dal Lago Law is the Debtor's legal counsel.
JOY WADE: Case Summary & 10 Unsecured Creditors
-----------------------------------------------
Debtor: Jody Wade Enterprises, LLC
No physical location at this time
Wichita Falls, TX 76302
Chapter 11 Petition Date: November 30, 2020
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 20-70310
Judge: Hon. Harlin Dewayne Hale
Debtor's Counsel: R. Byrn Bass, Jr., Esq.
R. BYRN BASS, JR.
Wells Fargo Center
1500 Broadway, Suite 505
Lubbock, TX 79401
Tel: (806) 785-1250
Fax: (806) 771-1260
Email: bbass@bbasslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jody Randolph Wade, authorized
signatory.
A copy of the petition containing, among other items, a list of the
Debtor's 10 unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/VJYPSZA/Jody_Wade_Enterprises_LLC__txnbke-20-70310__0001.0.pdf?mcid=tGE4TAMA
KAISER ALUMINUM: S&P Places 'BB+' ICR on CreditWatch Negative
-------------------------------------------------------------
S&P Global Ratings placed all its ratings on Foothill Ranch,
Calif.-based specialty aluminum products producer Kaiser Aluminum
Corp., including the 'BB+' issuer credit rating, on CreditWatch
with negative implications.
Kaiser Aluminum Corp. has entered into a definitive agreement to
acquire the Warrick Rolling Mill from Alcoa Corp. Kaiser plans to
fund the transaction using cash on hand, which includes proceeds
from the senior notes it issued in April.
The CreditWatch reflects S&P's expectation that Kaiser's leverage
will be elevated in 2021 and 2022 as a result of the transaction.
It also reflects the associated risk of undertaking the integration
of a business of this size and the potential to affect overall
near-term profitability.
The acquisition will raise leverage above what is commensurate for
the rating and eliminate headroom under credit metrics in 2021.
Kaiser entered into a definitive agreement to acquire the Warrick
Rolling Mill from Alcoa for $670 million. The transaction will be
funded with substantially all of Kaiser's cash on hand. Leverage
could increase to 4x and may not come back below 3x until after
2022. Kaiser's large cash balance will more than offset the
expected 30% decline in EBITDA this year, maintaining significant
cushion for credit metrics and resulting in leverage of 1.5x.
However, upon completion of the acquisition, this cash buffer will
be eliminated. At the same time, Kaiser faces a prolonged decline
in economic activity across multiple end markets, in particular
aerospace, during the pandemic. While S&P expects a meaningful
rebound in the automotive market in 2021, the aerospace market has
been more severely disrupted by the COVID-19 pandemic and will
likely take until 2024 to recover to 2019 performance.
The acquisition will give Kaiser a foothold in the expanding,
noncyclical but lower-margin can sheet packaging business. The
addition of the rolling mill will more than double Kaiser's
aluminum shipments and increase end-market diversity. While can
sheet is typically a lower-margin business than aerospace and
automotive applications, the increased size and shipments could
strengthen Kaiser's business profile and offset potential pro forma
margin decline. In addition, S&P notes the materiality of this
acquisition and the risks associated with integrating the business,
as any unexpected margin disruption or restructuring costs could
affect overall near-term profitability.
S&P said, "The CreditWatch implications reflect our expectation
that Kaiser's leverage will be elevated in 2021 and 2022, the
associated risk of an integration of this size, and the potential
to affect overall near-term profitability. We will resolve the
CreditWatch once we assess the acquisition's effect on our views of
the company's financial risk and financial policy. We expect
completion of the acquisition by the end of the first quarter of
2021."
KELLY GRAINGER: $149K Sandy Ridge Township Property to NCDOT Okayed
-------------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida authorized Kelly Grainger's sale of the real
property located in Sandy Ridge Township, Union County, North
Carolina, to the North Carolina Department of Transportation for
$149,027.
The Property is particularly described as:
a. Point of beginning being N 89°21'45.1" E, 119.678 feet
from - L- Sta 48+00 thence along a curve 332.254 feet and having a
radius of 1510.000 feet. The chord of said curve being on a bearing
of N 61°41'7.6" W, a distance of 331.584 feet thence to a point on
a bearing of S 1°44'14.4" W 117.569 feet thence along a curve
302.899 feet and having a radius of 1610.000 feet. The chord of
said curve being on a bearing of S 63°2'37.1" E, a distance of
302.452 feet thence to a point on a bearing of N 14°53'26.6" E
100.728 feet returning to the point and place of beginning. Having
an approximate area of 0.729 acres. The parcel is being sold for
$101,750.
b. Point of beginning being S 44°19'38.4" E, 134.218 feet
from - L- Sta 48+00 thence along a curve 302.899 feet and having a
radius of 1610.000 feet. The chord of said curve being on a bearing
of N 63°2'37.1" W, a distance of 302.452 feet thence to a point on
a bearing of S 1°44'14.4" W 273.576 feet thence to a point on a
bearing of S 87°17'44.4" E 238.900 feet thence to a point on a
bearing of N 14°53'26.6" E 152.746 feet returning to the point and
place of beginning. Having an approximate area of 1.236 acres. The
parcel is being sold for $47,275.
The Debtor will pay all closing costs, applicable real property
taxes, and realtor commissions, if any.
The Debtor will escrow 20% of the net sale proceeds to be used for
capital gains taxes generated from the sale of the subject property
and post confirmation costs and attorney's fees. The closing agent
will send the funds to counsel for the Debtor, Charles M. Wynn,
Esq., Charles M. Wynn Law Offices, P.A., P. O. Box 146, Marianna,
FL 32447.
Upon receipt of proceeds from the sale, iPayment will execute a
partial release of its lien, in a form acceptable to iPayment,
solely and exclusively with respect to the above described property
in order to facilitate the sale of the property free and clear of
liens.
A copy of the Contract is available at https://tinyurl.com/y3l2brow
from PacerMonitor.com free of charge.
Kelly Grainger sought Chapter 11 protection (Bankr. N.D. Fla. Case
No. 17-50193) on June 26, 2017. Charles M. Wynn, Esq., at Charles
M. Wynn Law Offices, P.A., serves as counsel to the Debtor.
KELLY GRAINGER: NCDOT Buying Sandy Ridge Township Property for $47K
-------------------------------------------------------------------
Kelly Grainger asks the U.S. Bankruptcy Court for the Northern
District of Florida to enter an order authorizing the sale of the
real property located in Sandy Ridge Township, Union County, North
Carolina, to the North Carolina Department of Transportation for
$47,275, to include language releasing the lien of iPayment
enabling the property to be sold to the Buyer.
The Property is particularly described as "Point of beginning being
N89^"21'45.1" E, 119.678 feet from -L- Sta 48+00 thence along a
curve 332.254 feet and having a radius of 1510.000 feet. The chord
of said curve being on a bearing of N 61^41'7.6" W, a distance of
331.584 feet thence to a point on a bearing of S1^44'14.4" W
117.569 feet thence along a curve 302.899 feet and having a radius
of 1610.000 feet. The chord of said curve being on a bearing of
S63^2'37.1" E, a distance of 302.452 feet thence to a point on a
bearing of N 14^53'26.6" E 100.728 feet returning to the point and
place of beginning. Having an approximate area of 0.729 acres."
The Consent Order Granting Debtor's Motion to Sell Real Property to
the North Carolina Department of Transportation was entered by the
Court on Sept. 6, 2019. After receiving the Order, the North
Carolina DOT changed the terms due to the sale by the Debtor of
adjoining property. It has requested an amended or new order be
entered approving the new terms which have been consented to by the
parties.
The Debtor proposes to sell the Property for $47,275. She will pay
all closing costs applicable real property taxes, and realtor
commissions, if any. She will escrow 20% of the net sale proceeds
to be used for 2020 capital gains taxes generated from the sale of
the subject property and post confirmation costs and attorney's
fees. The closing agent will send the funds to the counsel for the
Debtor.
Upon receipt proceeds of the sale, iPayment agrees to execute a
partial release of its lien in a form acceptable to iPayment,
solely and exclusively with respect to the described property in
order to facilitate the sale of the property free and clear of
liens.
The Debtor respectfully asks the Court to allow her to submit a
Consent Order Granting Debtor's Motion to Sell Real Property to the
Department of Transportation to approve the Debtor signing the
documents.
A copy of the Contract is available at https://tinyurl.com/y3l2brow
from PacerMonitor.com free of charge.
Kelly Grainger sought Chapter 11 protection (Bankr. N.D. Fla. Case
No. 17-50193) on June 26, 2017. Charles M. Wynn, Esq., at Charles
M. Wynn Law Offices, P.A., serves as counsel to the Debtor.
KNAPPSKY LLC: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: Knappsky, LLC
17-10 Fair Lawn Ave
Fl 2
Fair Lawn, NJ 07410-2324
Business Description: Knappsky, LLC is the owner of fee simple
title to a property locted at 17-10 Fair
Lawn Ave Fl 2, Fair Lawn, New Jersey,
having an appraised value of $700,000.
Chapter 11 Petition Date: November 30, 2020
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 20-23152
Debtor's Counsel: Brian G. Hannon, Esq.
NORGAARD, O'BOYLE & HANNON
184 Grand Ave
Englewood, NJ 07631-3578
Email: bhannon@norgaardfirm.com
Total Assets: $700,000
Total Liabilities: $1,867,208
The petition was signed by Justin Knapp, member.
The Debtor listed TD Bank as its sole unsecured creditor holding a
claim of $1,167,208.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/5FL57CQ/Knappsky_LLC__njbke-20-23152__0001.0.pdf?mcid=tGE4TAMA
LA KASA DESIGN: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
La Kasa Design Studio Inc., according to court dockets.
About La Kasa Design Studio
La Kasa Design Studio, Inc. filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
20-21676) on October 26, 2020. Judge Laurel M. Isicoff oversees the
case. Van Horn Law Group, P.A., led by Chad Van Horn, Esq., serves
as the Debtor's counsel.
LANAI HOLDINGS: S&P Alters Outlook to Developing, Affirms 'CCC' ICR
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based Lanai Holdings
III Inc. (d/b/a Performance Health) to developing from negative and
affirmed its 'CCC' issuer credit rating on the company.
At the same time, S&P affirmed its 'CCC' issue-level rating on the
company's senior secured first-lien revolving credit facility and
term loan. The recovery rating remains '3', indicating S&P's
expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of default. S&P also affirmed its 'CC'
issue-level rating on the company's second-lien term loan. The
recovery rating on this debt remains '6'.
The developing outlook reflects the potential for a higher or lower
rating over the next 12 months depending on the company's operating
performance and ability to refinance its debt, the latter of which
could result in a selective default.
S&P said, "Performance Health's operating performance and cash
flows have exceeded our prior expectations. Given the resultant
improved liquidity, we believe the potential for a covenant
violation or distressed exchange in fiscal 2021 has declined." The
stronger performance reflects the combined effects of temporary
cost-cutting initiatives in response to COVID-19, as well as more
permanent cost-savings initiatives focused on headcount,
operational optimization, and procurement. Liquidity has improved
as a result of these cost-cutting measures, renegotiated terms
allowing payment-in-kind (PIK) interest on the company's
second-lien term loan, and an additional equity contribution."
Nevertheless, the company continues to face a number of near-term
challenges. The ongoing COVID-19 pandemic has contributed to
year-over-year revenue declines for each of the last two quarters,
with the most significant impacts in the clinical distribution
sector. In April 2020, Performance Health was able to extend the
maturities on its revolving facilities and negotiate PIK interest
on its second-lien term loan.
S&P said, "We did not assess those transactions as a distressed
exchange, as additional equity and adequate compensation were
provided in exchange for the PIK feature. However, we view
significant refinancing risk for the company, as its revolver and
first-lien loan will become current liabilities in May and August
2021, respectively, without refinancing."
"We continue to view Performance Health's capital structure as
unsustainable, given projected debt to EBITDA of above 10x and
EBITDA cash interest coverage of around 2x by the end of fiscal
2021. We expect the company to generate discretionary cash flow
after tax distribution around $15 million in fiscal 2021. The
company's revolver is also due early 2022, and its ability to
extend the revolver is heavily dependent on its continued favorable
performance."
The developing outlook reflects the potential for a higher or lower
rating over the next 12 months depending on the company's operating
performance and the prospects for refinancing its debt.
S&P said, "We could lower our rating on Performance Health if we
saw a greater risk of default within the next six months, most
likely as a result of deterioration in operating performance. Under
this scenario, we believe the company would have difficulty meeting
its covenant tests and could also find it difficult to extend the
maturities on its revolver and first-lien term loan, leading to a
heightened probability of a distressed exchange."
"We could raise our ratings if the risk of a near-term default is
clearly reduced. This could happen if Performance Health sustains
its improved margins when clinical distribution volumes recover. We
would also need to assess whether the company is able to extend the
maturities on its revolver and first-lien term loan."
LBM ACQUISITION: S&P Assigns 'B' ICR on Acquisition by Bain
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
U.S.-based building materials and products distributor LBM
Acquisition LLC following the acquisition of US LBM by Bain
Capital. The outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating to the
company's $1.2 billion first-lien loan and $300 million delayed
draw term loan and its 'CCC+' issue-level rating to the company's
proposed $390 million unsecured notes.
S&P said, "We are lowering our issuer credit rating on LBM Borrower
LLC, i.e. the borrower of the existing credit facilities, to 'B'
from 'B+'. Once the proposed transaction closes, we will
discontinue our ratings on LBM Borrower LLC because there will be
no debt outstanding at this entity."
"The stable outlook is based on our expectation of adjusted
leverage sustained in the 6x-7x range over the next 12 months."
The proposed capital structure will result in LBM's debt leverage
rising to over 6x. US LBM's debt will increase to $1.8 billion
from $1.1 billion to fund a portion of the acquisition of US LBM by
Bain Capital for $2.775 billion. Pro forma for this transaction,
S&P estimates that adjusted leverage at year-end 2020 would be
6.4x. As part of this transaction, LBM will issue a $500 million
asset-based lending (ABL) credit facility due 2025 ($175 million
drawn at close) and a $1.2 billion first-lien secured term loan due
2027. LBM will also issue $390 million in unsecured notes due 2028.
The new sponsors will make an equity contribution of $1.085
billion. Lastly, the company will also have a $300 million delayed
draw term loan (undrawn at close) to fund future acquisitions and
for liquidity purposes.
Tailwinds from end markets coupled with investments in growth
initiatives will aid mid-single-digit top line growth over the next
12-18 months. Demand for homebuilding and remodeling has remained
resilient through the recession. The shift to suburban homes,
combined with low mortgage rates, has fueled the demand for
residential construction. Also, increased time spent at home,
higher home equity values, and the diversion of consumer spending
toward home improvements have contributed to increased remodeling
activities. Quarter over quarter top-line growth of about 8% for
the third quarter was also supported by record high commodity
prices. While S&P expects the demand conditions and prices to
moderate, they would still be above historical levels for the next
few quarters.
Given the strong performance through 2020, LBM will continue the
expansion of its geographic and product footprint by way of
investments in greenfields and/or acquisition spending. Also,
backlogs remain strong through the end of the year and into the
building season for 2021. Based on all these factors, S&P expects
revenue growth for LBM to be in the mid-single-digit area over the
next 12-18 months.
Elevated leverage levels over 2020-2021, despite expectations of
stable earnings.
S&P said, "While surging lumber prices have hurt LBM's gross
margins in the third quarter of 2020, we expect some of those
effects to begin reversing as prices return to more normal levels
over the next few quarters. Higher prices for the specialty
products that LBM distributes and other input cost deflation (such
as fuel) have helped it sustain and improve overall EBITDA margins
this year. Over the next year, we expect the benefit from lower
lumber prices will offset the uptick in costs. Therefore, we expect
flat earnings and margins over 2020-2021."
However, the proposed transaction could result in pro forma
adjusted leverage rising to 6.4x at year-end 2020 from 5.2x for the
12 months ended Sept. 30, 2020.
S&P said, "Further, we expect leverage to remain elevated and be
within the 6x-7x range over 2021. We view these levels to be high.
Also, any incremental borrowing on the delayed draw facility to
fund acquisitions at higher earnings' multiples might cause further
deterioration in credit measures."
Nonetheless, S&P expects cash flow generation to remain strong and
free cash flows to remain positive over 2020-2021.
The stable outlook on LBM indicates S&P's view that adjusted
leverage will remain between 6x and 7x over the next 12 months.
These levels are elevated and have minimal cushion if demand
conditions turn unfavorable.
S&P could lower the ratings over the next 12 months if:
-- Recovery in the U.S. economy slowed down, possibly due to
economic shutdowns led by a reacceleration in COVID-19 and EBITDA
declined by more than 10%, resulting in leverage sustained above
7x.
-- The company pursued large debt-funded acquisitions or
shareholder dividends, such that adjusted leverage deteriorated to
7x, with little prospect of a quick rebound.
S&P could raise its ratings on LBM, over the next 12 months, if
earnings improved such that adjusted leverage remained below 6x.
This could occur if the company integrated acquisitions without
disrupting earnings or cash flow and residential construction and
repair and remodeling activities grew faster than expected in 2021.
LIFEPOINT HEALTH: S&P Rates $500MM Unsecured Notes 'CCC+'
---------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issue-level rating and '6'
recovery rating to acute-care hospital services provider LifePoint
Health Inc.'s proposed $500 million senior unsecured notes due
2029. The '6' recovery rating indicates S&P's expectation for
negligible (0%-10%; rounded estimate: 0%) recovery for lenders in
the event of a payment default. The company will use the proceeds
from these notes to repay an equal amount of its outstanding senior
secured term loan B.
S&P said, "We view this transaction as leverage neutral, though we
consider it to be slightly positive for the recovery prospects of
LifePoint's first-lien senior secured lenders because of the
reduction in its total amount of senior secured debt outstanding.
Our 'B' issue-level rating and '3' recovery rating on the
first-lien notes remain unchanged. The '3' recovery rating
indicates our expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery for lenders in the event of a payment
default. The 65% rounded recovery estimate is a slight improvement
from 60% previously."
"Our rating on LifePoint reflects its operating
performance--including its ability to navigate through the
pandemic--cash flows, and leverage, which has remained steadily
below 7x. While its recent operating performance has been
negatively affected by the pandemic, we expect the company's
performance to return to more normal levels by the second half of
2021."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- LifePoint's capital structure, pro forma for the completion of
the pending transaction, comprises an $800 million asset-based
lending (ABL) facility, an $80 million ABL first-in last-out (FILO)
term loan, a $3.215 billion term loan B, $600 million of senior
secured notes due 2027, $600 million of senior secured notes due
2025, the pending $500 million senior unsecured notes due 2029, and
$1.425 billion of senior unsecured notes due 2026.
-- S&P assumes the FILO term loan is fully drawn and the ABL
facility is 60% drawn at the time of default.
-- S&P values the company on a going-concern basis using a 6x
multiple of its projected emergence EBITDA.
-- S&P estimates that for the company to default its EBITDA would
need to decline significantly, most likely due to an increase in
uncompensated care in combination with a decline in reimbursement
rates.
Simulated default assumptions
-- Simulated year of default: 2023
-- EBITDA at emergence: $651 million
-- EBITDA multiple: 6x
Simplified waterfall
-- Net emergence value (after 5% administrative costs): $3.712
billion
-- Valuation split (obligors/nonobligors): 100%/0%
-- Priority claims: $581 million
-- Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Collateral value available to senior secured lenders: $3.131
billion
-- Senior secured notes: $4,549 billion
-- Recovery expectations: 50%-70% (rounded estimate: 65%)
-- Collateral value available to senior unsecured lenders: $0
-- Senior unsecured debt: $3.426 billion
-- Recovery expectations: 0%-10% (rounded estimate: 0%)
LILIS ENERGY: Closes Sale of All Assets to Ameredev
---------------------------------------------------
Lilis Energy, Inc. (OTC: LLEXQ), an exploration and development
company operating in the Permian Basin of West Texas and
Southeastern New Mexico, on Dec. 2, 2020, announced the closing of
the sale of substantially all of the assets of the Company and its
filing subsidiaries to Ameredev Texas, LLC ("Ameredev") pursuant to
a previously disclosed Bankruptcy Court-approved purchase and sale
agreement (the "Sale"). As a result, the Company expects that the
Effective Date of the Plan will occur within the next several
days.
All net proceeds from the Sale not distributed on the Effective
Date pursuant to the Plan, and any miscellaneous assets not sold
pursuant to the purchase and sale agreement or otherwise provided
for in the Plan will be contributed to a liquidation trust in
accordance with the Plan. Pursuant to the Plan, the Company's
notes, instruments, certificates, credit agreements, indentures and
other documents evidencing creditor claims or equity interests,
including all outstanding shares of common and preferred stock of
the Company, will be cancelled as of the Effective Date. Each of
the Company and its filing subsidiaries will be dissolved and cease
to exist on the Effective Date.
In connection with the dissolution of the Company, the Company will
file an appropriate form with the U.S. Securities and Exchange
Commission to suspend filing periodic or current reports with the
SEC.
Information regarding the Chapter 11 process of the Company and its
filing subsidiaries is available for free on the website maintained
by Stretto, located at https://cases.stretto.com/LilisEnergy or by
calling (855) 364-4639 (Toll-Free) or (949) 266-6357 (Local).
Vinson & Elkins LLP served as legal advisor to the Company,
Barclays Capital served as investment banker for the Company, and
Opportune LLP served as restructuring advisor to the Company.
Bracewell LLP served as legal advisor to Ameredev.
About Lilis Energy Inc.
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.
LONESTAR RESOURCES: Joint Prepackaged Plan Confirmed by Judge
-------------------------------------------------------------
Judge David R. Jones has entered findings of fact, conclusions of
law and order approving the Disclosure Statement and confirming the
Joint Prepackaged Plan of Reorganization for Lonestar Resources US
Inc. and its Affiliate Debtors.
The Plan, including the various documents and agreements set forth
in the Plan Supplement, provide adequate and proper means for
implementation of the Plan, thereby satisfying section 1123(a)(5)
of the Bankruptcy Code.
The Debtors have proposed the Plan in good faith and not by any
means forbidden by law, thereby satisfying section 1129(a)(3) of
the Bankruptcy Code. In determining that the Plan has been proposed
in good faith, this Court has examined the totality of the
circumstances surrounding the filing of the Chapter 11 Cases, the
Plan itself (including the Plan Supplement) and the formulation and
Confirmation of the Plan.
The releases provided pursuant to Article X.B of the Plan (i)
represent a sound exercise of the Debtors' business judgment; (ii)
were negotiated in good faith and at arms' length; and (iii) formed
an essential part of the agreement among the Debtors, the
Reorganized Debtors, the Prepetition RBL Agent, the Consenting RBL
Lenders, and the Consenting Noteholders that participated in the
negotiation and formulation of the Plan.
A full-text copy of the order and plan dated November 12, 2020, is
available at https://tinyurl.com/y6g8aowo from PacerMonitor at no
charge.
Proposed Counsel for the Debtors:
Timothy A. Davidson II
Ashley L. Harper
HUNTON ANDREWS KURTH LLP
600 Travis Street, Suite 4200
Houston, Texas 77002
Telephone: (713) 220-4200
Facsimile: (713) 220-4285
David A. Hammerman
Keith A. Simon
Annemarie V. Reilly
Madeleine C. Parish
LATHAM & WATKINS LLP
885 Third Avenue
New York, New York 10022
Telephone: (212) 906-1200
Facsimile: (212) 751-4864
About Lonestar Resources
Headquartered in Fort Worth, Texas, Lonestar Resources US Inc. is
an independent oil and natural gas company, focused on the
development, production and acquisition of unconventional oil,
natural gas liquids and natural gas properties in the Eagle Ford
Shale in Texas, where the company has accumulated approximately
72,642 gross (53,831 net) acres in what it believes to be the
formation's crude oil and condensate windows, as of Dec. 31, 2019.
Visit http://www.lonestarresources.com/for more information.
On Sept. 30, 2020, Lonestar Resources and its affiliates filed
their voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-34805).
As of March 31, 2020, Lonestar Resources had $616.35 million in
total assets, $586.73 million in total current liabilities, $19.28
million in total long-term liabilities, and $10.34 million in total
stockholders' equity.
The Debtors have tapped Latham & Watkins LLP and Hunton Andrews
Kurth LLP as their bankruptcy counsel, Rothschild & Co. and
Intrepid Financial Partners as investment bankers, and AlixPartners
LLP as financial advisor. Prime Clerk LLC is the claims and
noticing agent.
LONESTAR RESOURCES: Successfully Completes Restructuring
--------------------------------------------------------
Lonestar Resources US Inc. (the "Company" or "Lonestar") announced
on December 1, 2020 that effective November 30, 2020, the Company
has successfully completed its financial restructuring and emerged
from Chapter 11 bankruptcy, having satisfied all of the conditions
to the effectiveness of its plan of reorganization (the "Plan").
Through its financial restructuring, Lonestar has eliminated
approximately $390 million in aggregate debt obligations and
preferred equity interests.
Effective today, Lonestar has entered into a new $225 million
first-out senior secured revolving credit facility ("Revolver") and
a $60 million second-out senior secured term loan credit facility
by amending and restating the Company's existing credit agreement.
At closing, Lonestar has $210 million outstanding on the revolver
and a post-emergence cash balance of approximately $20.7 million.
New Board of Directors
In accordance with the Plan, today the Company appointed a newly
constituted Board of Directors (the "Board"). The new Board
consists of Richard Burnett, Gary D. Packer, Andrei Verona and Eric
Long, in addition to Frank D. Bracken, III, Lonestar’s Chief
Executive Officer.
Issuance of New Securities
Effective immediately, all existing shares of the Company's common
stock were cancelled pursuant to the Plan, and the Company issued
approximately 10,000,000 shares of new common stock in the Company,
par value $0.001 (the "New Common Stock"), to the holders of the
Prepetition Notes (as defined in the Plan) and the Company's old
common shares and old preferred shares.
Additionally, the Company issued 555,555 Tranche 1 Warrants and
555,555 Tranche 2 Warrants to holders of Allowed Prepetition RBL
Claims (as defined in the Plan) or their permitted designees, as
applicable.
Advisors
The Company was represented in this matter by Latham & Watkins LLP,
Hunton Andrews Kurth LLP, Intrepid Partners LLC, Rothschild & Co US
Inc. and AlixPartners, LLP.
About Lonestar Resources
Headquartered in Fort Worth, Texas, Lonestar --
http://www.lonestarresources.com/-- is an independent oil and
natural gas company, focused on the development, production, and
acquisition of unconventional oil, natural gas liquids, and
naturalgas properties in the Eagle Ford Shale in Texas, where the
Company has accumulated approximately 72,642 gross (53,831 net)
acres in what it believes to be the formation's crude oil and
condensate windows, as of Dec. 31, 2019.
Lonestar Resources reported a net loss attributable to common
stockholders of $111.56 million for the year ended Dec. 31, 2019,
compared to net income attributable to common stockholders of
$11.53 million for the year ended Dec. 31, 2018.
As of March 31, 2020, the Company had $616.35 million in total
assets, $586.73 million in total current liabilities, $19.28
million in total long-term liabilities, and $10.34 million in total
stockholders' equity.
BDO USA, LLP, in Dallas, Texas, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April
13, 2020 citing that the Company did not satisfy certain covenants
under the Company's revolving credit facility as of Dec. 31, 2019
and does not anticipate maintaining compliance with the
consolidated current ratio covenant over the next twelve months,
which could lead to acceleration of the Company's debt obligations.
These matters raise substantial doubt about the Company's ability
to continue as a going concern.
MALLINCKRODT PLC: Balks at Move to Create Official Equity Group
---------------------------------------------------------------
Daniel Gill of Bloomberg Law reports that Mallinckrodt PLC and
three creditor groups are fighting a push by shareholders for a
court-appointed committee to represent their interests in the
opioid producer's bankruptcy case.
"[W]ell-represented stakeholders” have already agreed to “steep
discounts” in order to get a plan confirmed, Mallinckrodt said
Monday in a filing with the U.S. Bankruptcy Court for the District
of Delaware. Under bankruptcy law, such stakeholders are entitled
to recover before the owners of company equity.
"The appointment of a formal and costly committee would only
unnecessarily deplete the Debtors' assets and reduce recoveries for
all of their general unsecured creditors," the company added.
About Mallinckdrodt PLC
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.
MANSIONS APARTMENT: Case Summary & 19 Unsecured Creditors
---------------------------------------------------------
Debtor: Mansions Apartment Homes at Marine Creek, LLC
aka D4MC
4600 Shadell Drive
5325 & 5224 Shadywell Drive
Forth Worth, TX 76135
Chapter 11 Petition Date: November 30, 2020
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 20-43643
Judge: Hon. Edward L. Morris
Debtor's Counsel: Joyce Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Tel: (972) 503-4033
Email: joyce@joycelindauer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Tim Barton, president.
A cop of the Debtor's list of 19 unsecured creditors is available
for free at:
https://www.pacermonitor.com/view/MD2MPLY/Mansions_Apartment_Homes_at_Marine__txnbke-20-43643__0002.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/MERYUGA/Mansions_Apartment_Homes_at_Marine__txnbke-20-43643__0001.0.pdf?mcid=tGE4TAMA
MANZANA CAPITAL: Urban Offers $900K for San Diego Property
----------------------------------------------------------
Manzana Capital, Inc., asks the U.S. Bankruptcy Court for the
Southern District of California to authorize the sale of the real
property located at 2504 C Street, San Diego, California to Urban
California Real Estate, Inc. for $900,000, subject to overbid.
The proposed sale is in the best interest of the estate and within
the sound business judgment of the Debtor. It will be sold and
transferred by grant deed; and subject to all easements, recorded
restrictions and covenants running with the land.
The salient terms of the sale are:
a. Close of escrow will be on or before 28 days after entry of
a final order of the Court approving the sale; however, if a stay
pending appeal has been issued prior to close of escrow, then
Seller at his sole discretion exercised in good faith can terminate
the escrow without any liability to the Buyer and its deposit is
refundable. Additionally, at its option (1) the Buyer may
terminate the escrow, or (2) the Buyer may choose to wait and allow
escrow to remain open until either Buyer wishes to terminate the
escrow or until seven business days after the stay is lifted or
otherwise is terminated.
b. The Buyer has provided a $25,000 deposit.
c. The Buyer has provided proof of funds on deposit as well as
a statement that those funds will be remain on deposit until the
close of escrow.
d. Title to the Real Property will be transferred by a grant
deed.
e. The Real Property will be sold free and clear of liens,
encumbrances and interests with the liens of secured creditor Diane
J. Milberg DDS 401K Plan to be paid through escrow -- all other
liens or encumbrances will attach to the sale proceeds in order of
their validity, priority, enforceability and amount; however the
Real Property will be sold subject to all easements, covenants,
conditions, rents, and other matters, whether of record or not, as
of the date of the close of escrow with the exception of any
purported rights of persons currently occupying the Real Property.
f. There will be no broker fees.
g. The sale is subject to overbid with the initial increment
of $45,000 and thereafter $10,000 increments. Any party/person
interested in overbidding in an all cash offer must by 10:00 a.m.
on Dec. 1, 2020, email the Debtor's counsel Daniel Masters, at
masters@lawyer.com, a copy of a $25,000 cashier's check payable to
a duly licensed escrow company; proof of funds on deposit in an
amount sufficient to consummate the sale; and a statement that they
are interested in overbidding and the funds on deposit will remain
on deposit until the close of escrow. Overbidders requiring
financing must by the same date and time send an email to the
Debtor's counsel Daniel Masters at masters@lawyer.com with a copy
of a $25,000 cashier's check payable to a duly licensed escrow
company and a letter from a financial institution demonstrating
that the interested party has prequalified for a loan in an amount
up to and exceeding its overbid. Qualified bidders must attend the
hearing on Dec. 3, 2020 at 2:00 p.m. by dialing Judge Adler's
courtroom at (866) 434-5269 access code 8111598.
h. The Buyer will take possession of the Real Property with
whatever personal property remains in it at the time of the close
of escrow and must discuss disposition of the personal property
with the Debtor's counsel.
i. If the successful bidder is unable to perform then, the
Debtor has the authority to offer the Real Property to the next
highest bidder without further notice to creditors.
From the close of escrow and subject to submittal of a verification
and demands from creditors, the following liens, and encumbrances
will be paid: (i) secured claims of Diane J. Milberg DDS 401K Plan
- approximately $638,728; (ii) closing Costs to be determined; and
(iii) Property Taxes to be determined.
Regarding the stay of the sale pursuant to FRBP Rule 6004(h),
interest on the secured debt accrues in the approximate amount of
$171/day. Accordingly, the Debtor respectfully asks a waiver of
the 14-day stay in FRBP Rule 6004(h) in order to avoid incurring
additional interest charges.
A hearing on the Motion is set for Dec. 3, 2020 at 2:00 p.m.
A copy of the Offer is available at https://tinyurl.com/yxjugvow
from PacerMonitor.com free of charge.
About Manzana Capital
Manzana Capital, Inc., filed a Chapter 11 bankruptcy petition
Bankr. S.D. Cal. Case No. 20-04045) on Aug. 10, 2020, disclosing
under $1 million in both assets and liabilities. Daniel Masters,
Esq., is the Debtor's legal counsel.
MERMAID BIDCO: S&P Assigns 'B-' ICR on Leveraged Buyout by CapVest
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
Mermaid BidCo Inc. (doing business as Datasite Global Corp.), which
is being acquired by financial sponsor CapVest for about $1 billion
through a combination of debt and equity.
The company's pro forma capital structure includes a $100 million
revolving credit facility (expected $10 million drawn at close), a
combined $560 million equivalent cross-border first-lien term loan
($300 million denominated in U.S. dollars and €220 million
denominated in $260 million U.S. dollar equivalent), and a $411
million holdco shareholder loan (unrated).
When the transaction closes, S&P plans to withdraw its ratings on
Datasite Global Corp. and Datasite LLC, the current holding company
and borrower under the current debt facilities.
S&P also assigned its 'B-' issue-level and '3' recovery ratings to
the company's proposed senior secured credit facility, indicating
the rating agency's expectation for meaningful (50%-70%, rounded
estimate: 60%) recovery.
S&P said, "The stable outlook reflects our expectation that
continued market share gains in VDR in conjunction with an economic
recovery will drive revenue growth in the mid-teens percentage area
in fiscal 2022. We also expect EBITDA margins in the low-to-mid-30%
area as future investments offset benefits from recent cost
reductions and good cash flow conversion such that free operating
cash flow (FOCF) to debt remains above 5% over the next 12
months."
"The 'B-' rating reflects the material increase in leverage of over
9x for the next 12 months and supports our view of the new
sponsor's aggressive financial policy. Pro forma for the leveraged
buyout, we expect S&P Global Ratings-adjusted leverage to increase
to the high-9x area in fiscal 2021 compared with leverage in the
low-4x area for the past 12 months ended Oct. 31, 2020. We include
the holdco shareholder paid-in-kind (PIK) toggle loan as debt in
our financial ratios and assume that the company will elect to use
the PIK interest feature over the next several years. While this
provides Mermaid BidCo with financial flexibility for investments
or to repay debt with cash flows, this will slow deleveraging
because of the high interest rates (11.5% PIK, 11.0% cash) on the
facility. In our view, the company will need to continue growing at
a solid double-digit percentage rate to allow it to generate
sufficient cash flow to either pay down debt or pay the interest on
the shareholder loan in cash instead of PIK and to eventually
refinance the facility with a less expensive source of capital over
the coming years."
"We believe that credit metrics will modestly improve over the next
12 months, with leverage declining to the low-9x area in fiscal
2022 through increased EBITDA generation stemming from strong
revenue growth as the company continues to gain market share in the
VDR space and the economy recovers. Despite our expectations for
declining leverage and the company's history of debt prepayment
under the previous capital structure, we believe that this proposed
transaction is evidence of an aggressive financial policy by the
company's new sponsor."
"Datasite's exposure to transaction volatility in the capital
markets, as seen during the initial months of the global economic
recession induced by COVID-19, could hurt performance. We believe
that Datasite's VDR product is most exposed to the transaction
volatility in capital markets since most of the company's corporate
clients use Datasite's VDR product to manage merger and acquisition
(M&A) transactions. Although ongoing M&A surveillance and due
diligence could limit dramatic declines in revenue growth, these
recurring revenue streams do not fully mitigate the company's
significant exposure to overall M&A activity. For example, fewer
new projects from significantly lower M&A activity outweighed new
projects from distressed transactions and led to a revenue decline
of 2.9% in the company's second quarter of fiscal 2021 compared
with the same period from the previous year. Nonetheless, new
projects from M&A activity and VDR page volume have rebounded
since, and we forecast revenue growth of 5% and the mid-teens area
in fiscals 2021 and 2022, respectively."
"Datasite's new product offerings could provide an avenue for
market share gain by driving customers to the core Diligence
business. Datasite launched three new products in fiscal 2021,
namely Prepare, which supports customers with projects before the
opening of a VDR; Outreach, which supports customers to market
deals to third parties; and Acquire, which provides analytical
insights to buy-side customers within the Diligence platform.
Although we believe the total addressable market for these products
is small in scale relative to the addressable market for the
company's core Diligence product, we believe these products could
expand the company's footprint to earlier stages of the deal
lifecycle and help the company retain and generate new customers
for the core Diligence business. At this stage, we believe the new
products will contribute a small percentage of total revenue to the
business, but significant investments in technology and sales
teams, coupled with high customer adoption, could lead to strong
revenue growth in future years in the form of additional
subscription revenue. As such, we expect EBITDA margins to remain
stable in the low-to-mid-30% area over the next 12 months due to
favorable operating leverage offset by increased operating expenses
to support product innovation and VDR use-case expansion."
"The stable outlook reflects our expectation that continued market
share gains in VDR in conjunction with an economic recovery will
drive revenue growth in the mid-teens percentage area in fiscal
2022. We also expect EBITDA margins in the low-to-mid-30% area as
future investments offset benefits from recent cost reductions and
good cash flow conversion such that FOCF to debt remains above 5%
over the next 12 months."
"We could raise our rating on Mermaid BidCo to 'B' if the company
reduced leverage below 7x and maintained FOCF to debt above 10% on
a sustained basis. In this scenario, we envision strong revenue
growth above the 20% area through gaining market share and
increased client use cases of VDR technology, strong cost
management and cash flow conversion, and substantial voluntary debt
prepayments."
"We could lower the rating if competitive pressures or operational
missteps caused by economic challenges pressured revenue growth
such that the company generated negligible FOCF over the next few
quarters. In such a scenario, we would view the capital structure
as unsustainable."
MID-ATLANTIC SYSTEMS: Proposes Auction Sale of Vehicles
-------------------------------------------------------
Mid-Atlantic Systems of CPA, Inc. and its affiliates ask the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to
authorize the auction sale of various items of personal property,
including vehicles, a trailer, a forklift, and office furniture,
office equipment and other such items, located at the various
former offices of the businesses.
The Debtors have ceased operations and are no longer in need of the
Personal Property. The Debtors' Schedules filed in the case set
forth the value of all of their Personal Property, including office
furniture and equipment, combined at approximately $16,500, with
vehicles listed at an unknown value. Exhibit A is the list of the
vehicles. The vehicles are in various conditions. The office
furniture and equipment is old and may not be saleable.
In order to sell the Personal Property, the Debtors have engaged
the services of Kerry Pae Auctioneers. They have filed an
Application to Approve Kerry Pae Auctioneers as the auctioneer of
their Personal Property.
The Debtors believe that a sale by auction represents the best
method in which to recover the maximum amount from the sale of the
Personal Property. There are no liens on the Personal Property.
The Debtors ask that the Personal Property be sold free and clear
of all liens, claims, encumbrances, and other interests, including
but not limited to any liens and encumbrances. All liens, claims,
encumbrances and other interests against the Personal Property, if
any, will transfer and affix to the sale proceeds.
The auctioneer for the Debtors intends to advertise auction sales.
Ultimately, it is anticipated that an auction will be held by early
December 2020. Subsequent to the auction, the Debtors will file a
Notice on the docket of their case as to the results of the
auction.
The Debtors propose to pay the costs and expenses associated with
the sale of the Personal Property following the auction, as
follows:
a. Any notarization or incidental filing charges required to
be paid by the Debtor as the Seller. All other costs and charges
apportioned to the Debtor as seller;
b. All costs associated with the preparation of the
conveyance instruments and normal services with respect to closing,
including payment of a total of $2,500 payable to the Debtor's
counsel, Cunningham, Chernicoff & Warshawsky, P.C., in connection
with implementation of the sale, the presentation and pursuit of
the Motion, consummation of closing and otherwise approved
professional fees and expenses in connection with the case. The
foregoing sums will be subject to the approval and allowance by the
Bankruptcy Court and will be held by Cunningham, Chernicoff &
Warshawsky, P.C. until such time as the Bankruptcy Court approves
the application of such funds by Cunningham, Chernicoff &
Warshawsky, P.C.
c. A commission of ten percent (10%) of the sale price, plus
a maximum of $800 for advertising and marketing, as well as the
cost of the towing fees for the vehicles to be transported to the
auction location payable to Kerry Pae Auctioneers.
Subsequent to the payment of costs of sale, the Debtors propose to
utilize the net proceeds of the sale of the Personal Property to
pay administrative expenses, including charges of professionals and
their accountants and attorneys.
Because over time the Personal Property may decrease in value, the
Debtors ask that any order approving the sale transaction be
effective immediately by declaring inapplicable the 14-day stay
provided in Bankruptcy Rules 6004(h) and 6006(d).
A copy of the Exhibit A is available at
https://tinyurl.com/yyr24gu8 from PacerMonitor.com free of charge.
About Mid-Atlantic Systems
Mid-Atlantic Systems of DPN, et al., are waterproofing companies
that specialize in correcting wet and damp basements and structural
damage. They offer basement waterproofing, foundation repair,
concrete repair, structural repair, radon detection & remediation,
among other services.
Mid-Atlantic Systems of DPN, Inc., based in Newark, DE, and its
affiliates sought Chapter 11 protection (Bankr. M.D. Pa. Lead Case
No. 20-02177) on July 20, 2020.
The Hon. Henry W. Van Eck presides over the case.
In its petition, the Debtor was estimated to have up to $50,000 in
assets and $100,000 to $500,000 in liabilities. The petition was
signed by Charles Levine, director, Mid-Atlantic Systems of DPN.
CUNNINGHAM CHERNICOFF & WARSHAWSKY, P.C., serves as bankruptcy
counsel to the Debtor.
MIRACLE RESTAURANTS: Case Summary & 19 Unsecured Creditors
----------------------------------------------------------
Debtor: Miracle Restaurants, LLC
DBA Dickey's Barbeque Pit
DBA Dickey's Barbeque Pit 1163
1056 West Avenue K
Lancaster, CA 93534
Business Description: Miracle Restaurants, LLC is part of the
fast-food & quick-service restaurants
industry.
Chapter 11 Petition Date: November 30, 2020
Court: United States Bankruptcy Court
Central District of California
Case No.: 20-20582
Judge: Hon. Vincent P. Zurzolo
Debtor's Counsel: Mark T. Young, Esq.
DONAHOE YOUNG & WILLIAMS LLP
25152 Springfield Court, Ste. 345
Valencia, CA 91355-1081
Tel: 661-259-9000
Fax: 661-554-7088
Email: myoung@dywlaw.com
Total Assets: $42,600
Total Liabilities: $1,038,184
The petition was signed by Jamie Bynum, chief executive officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 19 unsecured creditors is available for free
at:
https://www.pacermonitor.com/view/MNPONZQ/Miracle_Restaurants_LLC__cacbke-20-20582__0001.0.pdf?mcid=tGE4TAMA
MONDORIVOLI LLC: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Mondorivoli, LLC.
About Mondorivoli
Mondorivoli, LLC was formed in 2012 for the purpose of investing in
commercial real estate in the Durango, Colorado area.
Mondorivoli, LLC, based in Durango, CO, filed a Chapter 11 petition
(Bankr. D. Colo. Case No. 20-17048) on October 27, 2020. In the
petition signed by Jean-Pierre Bleger, manager, the Debtor was
estimated to have $10 million to $50 million in assets and $1
million to $10 million in liabilities. The Hon. Joseph G. Rosania
Jr. presides over the case. Kutner Brinen, P.C., serves as
bankruptcy counsel to the Debtor.
NATIONSTAR MORTGAGE: S&P Rates $650MM Senior Unsecured Notes 'B'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' debt rating to Nationstar
Mortgage Holdings Inc.'s (B/Stable/--; a subsidiary of Mr. Cooper
Group Inc.) $650 million senior unsecured notes due 2030. The
company intends to use the net proceeds from this offering, along
with cash on hand, to redeem its 9.125% $750 million notes due
2026. Pro forma, S&P anticipates debt to tangible equity to be
about 1.1x, compared with about 1.2x as of the end of the third
quarter. If S&P were to exclude deferred tax assets, which
generally can be realized only if the company reports taxable
income, the company's debt to tangible equity would be 3.0x.
As of Sept. 30, 2020, Mr. Cooper had approximately $1.6 billion of
net mortgage servicing rights (MSRs) on its balance sheet, which is
net of $1.1 billion of nonrecourse MSR-related liabilities. As of
September 2020, Mr. Cooper's servicing unpaid principal balance was
$587.5 billion, of which forward MSRs were $266.7 billion,
subservicing was $300.9 billion, and reverse loans were $20
billion.
The stable outlook over the next 12 months reflects S&P's
expectation that Mr. Cooper will operate with debt to tangible
equity well below 2.0x and maintain adequate liquidity as it
navigates the COVID-19 pandemic. S&P's outlook also considers the
company's current market position as the largest nonbank mortgage
servicer, coupled with EBITDA interest coverage remaining
2.5x-3.0x. Although S&P expects debt to EBITDA below 4.0x, the
rating agency believes it will likely normalize above 4.0x when
origination volumes return to historical levels.
NEW LIBERTY HOSPITAL: S&P Cuts 2010B Revenue Bond Rating to 'B+'
----------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on the series 2010B
fixed-rate revenue bonds issued for New Liberty Hospital District
(doing business as Liberty Hospital), Mo.'s to 'B+' from 'BBB'. The
outlook is stable.
"The downgrade reflects modifications to the payment terms between
March 2020 and July 2020 related to direct purchase debt held at
Liberty Healthy Living Community, LLC (Healthy Living), a senior
living entity which is a wholly owned subsidiary of New Liberty
Hospital Corp., (NLHC), as well as suspended payments that began
August 2020 that are part of the forbearance agreement (effective
August 2020)." said S&P Global Ratings credit analyst Blake
Fundingsland.
In S&P's view, while the terms of the contract were mutually agreed
to by both parties, they do represent a change from the original
contract including delayed payments of principal and interest. This
in conjunction to the suspended payments per the forbearance
agreement represents a lack of willingness to pay on contingent
obligations and is the reason for the multiple notch downgrade. S&P
views such a decision as detrimental to creditworthiness which
results in its view that governance risk is elevated relative to
industry peers. NLHC is a blended component unit of Liberty
Hospital and has shared governance with Liberty Hospital and S&P
evaluates the creditworthiness of Liberty Hospital as a
consolidated enterprise of Liberty Hospital and NLHC (and its
controlled entities) as provided in the consolidated audit. S&P
expects that Liberty Hospital will continue to make payments on its
outstanding debt including the rated bonds, which are scheduled to
be retired on Dec. 1, 2020." As of June 30, 2020, Liberty Health
Living Community had over $50 million in debt outstanding.
NINEPOINT MEDICAL: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of NinePoint Medical, Inc.
About Ninepoint Medical
NinePoint Medical, Inc. is a privately held medical device company
that designs, manufactures and sells an Optical Coherence
Tomography (OCT) imaging platform for the evaluation of human
tissue microstructure.
NinePoint Medical sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 20-12618) on Oct. 16,
2020. In the petition signed by CRO Brian Ayers, the Debtor was
estimated to have $1 million to $10 million in assets and $10
million to $50 million in liabilities.
The Hon. Karen B. Owens oversees the case.
The Debtor tapped McDermott Will & Emergy LLP as its bankruptcy
counsel, Rock Creek Advisors LLC as restructuring advisor, and
Stretto as claims and noticing agent.
NOSCE TE IPSUM: Creditors to Get Paid by Property Sale Proceeds
---------------------------------------------------------------
Nosce Te Ipsum, Inc., filed the First Amended Disclosure Statement
for the Plan of Reorganization on November 20, 2020.
The Debtor has continued to operate its business under the extreme
health and economic conditions created by the COVID-19 pandemic. As
a result of the pandemic, the Government of Puerto Rico has imposed
various measures geared towards protecting the public from the
rapid spread of the coronavirus. The government imposed measures
include a curfew, closing of schools, restrictions in the number of
persons allowed in business establishments, mandatory use of face
masks, and the closure of then restricted reopening of certain
businesses considered non-essential, among others.
The health crisis of COVID-19 has had an economic impact across all
sectors of the local economy. The tenants of NTI, who are
commercial tenants, have been directly impacted by the government
restrictions on business activities. Despite the challenges
presented by the pandemic, NTI has continued to operate its
business providing its tenants all required services without
interruption. Thus, preserving the ongoing concern of the business.
There is interest in the market for the Debtor's real property.
Prospective buyers have expressed their interest in the real
property in Metro Office Park and made purchase offers prior to the
pandemic. However, the pandemic crisis has delayed negotiations for
a sale transaction.
NTI is proposing a plan of reorganization, which contemplates the
sale of its real property in Metro Office Park, #3 Calle 1,
Guaynabo, Puerto Rico. This real property has enough value to pay
all secured and unsecured claims. Considering the health crisis
created by the COVID-19 pandemic, the government mandated
restrictions, and its overall effect on the economy, the sale
should take place in 2021 to guaranty that enough value is realized
in the transaction to pay all allowed claims.
A full-text copy of the First Amended Disclosure Statement dated
November 20, 2020, is available at https://tinyurl.com/y63mnlev
from PacerMonitor at no charge.
The Debtor is represented by:
Andrew Jiménez Cancel
ANDREW JIMENEZ LLC
P.O. Box 9023654
San Juan, PR 00902-3654
Tel. (787) 638-4778
E-mail: ajimenez@ajlawoffices.com
About Nosce Te Ipsum
Nosce Te Ipsum, Inc. classifies its business as single asset real
estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee
simple a five-story building with office and commercial spaces for
lease, and adjacent parking lot structure in Guaynabo, P.R., valued
at $7 million.
Nosce Te Ipsum filed a Chapter 11 petition (Bankr. D.P.R. Case No.
19-05155) on Sept. 9, 2019. In the petition signed by Maria De Los
A. Ubarri, general manager, the Debtor disclosed $7,046,991 in
assets and $5,210,939 in liabilities. The Hon. Brian K. Tester
oversees the case. Andrew Jimenez Cancel, Esq., at Andrew Jimenez
Law Offices, is the Debtor's bankruptcy counsel.
NOSCE TE IPSUM: Metro 214 Objects to Disclosure Statement
---------------------------------------------------------
Metro 214, LLC objects to approval of Disclosure Statement filed by
Debtor Nosce Te Ipsum, Inc.
Metro claims that the Disclosure Statement and the Plan classify
Metro's claim in Class 6 as a Disputed Claim. The treatment
provided to Class 6 claimants is ambiguous and it fails to provide
for payment of any specific amount on account of the allowed claim
or percentage of distribution or if Class 6 is going to be treated
the same way as the general unsecured creditors included in Class 5
General Unsecured Claims.
Metro points out that the Debtor failed to provide its creditors
with supporting evidence as to the liquidation analysis of its
assets such as the realizable value of the single asset real estate
and the reasonable exposure time in which the sale should take
place.
Metro states that the Disclosure Statement fails to explain to the
creditors the tax consequences of the proposed Plan.
Metro asserts that the fact that Debtor has not been paying the
post-petition real estate taxes assessed by CRIM estimated in the
aggregate amount of $158,737.89, gives the creditors a clear
indication that in the 13 months that Debtor has been in bankruptcy
in this item alone the estate has been accruing a tax liability in
the amount of $12,210.60 per month.
Metro further asserts that a cursory review of page 7 of 12 of the
Disclosure Statement shows that Debtor failed to provide an
estimate of all the administrative expenses, including attorney's
fee, notary public fee, accountant's fee, selling expenses related
to the sale of the single asset real estate that will fund the
Plan.
A full-text copy of the Metro's objection to the Disclosure
Statement dated October 15, 2020, is available at
https://tinyurl.com/y6kyffb4 from PacerMonitor at no charge.
Attorney for Metro:
CARDONA JIMENEZ LAW OFFICES, PSC
Jose F. Cardona Jimenez
PO Box 9023593
San Juan, Puerto Rico 00902-3593
Tel: (787) 724-1303
Fax: (787) 724-1369
E-mail: jf@cardonalaw.com
About Nosce Te Ipsum
Nosce Te Ipsum, Inc. classifies its business as single asset real
estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee
simple a five-story building with office and commercial spaces for
lease, and adjacent parking lot structure in Guaynabo, P.R., valued
at $7 million.
Nosce Te Ipsum filed a Chapter 11 petition (Bankr. D.P.R. Case No.
19-05155) on Sept. 9, 2019. In the petition signed by Maria De Los
A. Ubarri, general manager, the Debtor disclosed $7,046,991 in
assets and $5,210,939 in liabilities. The Hon. Brian K. Tester
oversees the case. Andrew Jimenez Cancel, Esq., at Andrew Jimenez
Law Offices, is the Debtor's bankruptcy counsel.
OASIS PETROLEUM: Gets OK to Hire AlixPartners as Financial Advisor
------------------------------------------------------------------
Oasis Petroleum Inc. and its affiliates received approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
AlixPartners, LLP as their financial advisor.
Oasis Petroleum requires AlixPartners to:
-- develop their rolling 13-week cash receipts and disbursements
forecasting tool designed to provide on-time information related to
the Debtors' liquidity;
-- assist the Debtors in developing and implementing cash
management strategies, tactics and processes;
-- assist the Debtors in developing their revised business plan
and such other related forecasts as may be required by the bank
lenders or Debtors for other corporate purposes;
-- assist the Debtors in the design and implementation of a
restructuring strategy to maximize enterprise value, taking into
account the unique interests of all constituencies;
-- assist the Debtors with their communications, diligence or
negotiations with outside parties including the Debtors'
stakeholders, banks and potential acquirers of the Debtors'
assets;
-- assist the Debtors to obtain covenant relief from their bank
lenders and other creditors;
-- assist the Debtors to develop contingency plans and financial
alternatives in the event an out-of-court restructuring cannot be
achieved;
-- coordinate and provide administrative support for the
proceeding, and assist in developing the Debtors' plan of
reorganization or other appropriate case resolution, if necessary;
-- assist in the preparation of reports required by the
bankruptcy court as well as providing assistance in such areas as
testimony before the court on matters that are within AlixPartners'
areas of expertise, if necessary;
-- to the extent necessary, provide assistance with the
implementation of bankruptcy court orders;
-- manage the claims and claims reconciliation processes if
necessary; and
-- assist the Debtors with such other matters as may be requested
that fall within AlixPartners' expertise and that are mutually
agreeable.
AlixPartners' standard hourly rates for 2020 are:
Managing Director $1,000 - $1,195
Director $800 - $950
Senior Vice President $645 - $735
Vice President $470 - $630
Consultant $175 - $465
Paraprofessional $295 - $315
AlixPartners received a retainer in the amount of $100,000 from the
Debtors.
Robert Albergotti, managing director at AlixPartners, 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.
AlixPartners can be reached at:
Robert Albergotti
909 Third Avenue, 30th Floor
New York, NY 10022
Tel: (212) 490-2500
Fax: (212) 490-1344
About Oasis Petroleum
Headquartered in Houston, Texas, Oasis --
http://www.oasispetroleum.com/-- is an independent exploration and
production company focused on the acquisition and development of
onshore, unconventional crude oil and natural gas resources in the
United States. Its primary production and development activities
are located in the Williston Basin in North Dakota and Montana,
with additional oil and gas properties located in the Delaware
Basin in Texas.
Oasis reported a net loss attributable to the company of $128.24
million for the year ended Dec. 31, 2019, compared to a net loss
attributable to the company of $35.29 million for the year ended
Dec. 31, 2018.
For the six months ended June 30, 2020, the Company reported a net
loss attributable to the company of $4.40 billion on $554.15
million of total revenues compared to a net loss attributable to
the company of $72.12 million on $1.10 billion of total revenues
for the same period in 2019.
As of June 30, 2020, the Company had $2.62 billion in total assets,
$3.21 billion in total liabilities, and a total stockholders'
deficit of $589.91 million.
On Sept. 30, 2020, Oasis Petroleum Inc. and its affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-34771).
The Hon. Marvin Isgur is the case judge.
The Debtors tapped KIRKLAND & ELLIS LLP as counsel; JACKSON WALKER
L.L.P. as co-bankruptcy counsel; TUDOR, PICKERING, HOLT & CO. and
PERELLA WEINBERG PARTNERS LP as investment banker; and ALIXPARTNERS
LLP as financial advisor. KURTZMAN CARSON CONSULTANTS LLC is the
claims agent. PRICEWATERHOUSECOOPERS is the external auditor and
DELOITTE TOUCHE TOHMATSU LIMITED is the tax advisor.
Evercore is acting as financial advisor and Paul, Weiss, Rikind,
Wharton & Garrison LLP and Porter Hedges LLP are acting as legal
advisors to the Ad Hoc Committee of Senior Noteholders.
PARAGON OFFSHORE: Court Tosses Hammersley Reconsideration Bids
--------------------------------------------------------------
Pro se appellant Michael R. Hammersley filed several motions
including motions to reconsider decisions issued by the Court on
March 12, 2019, which dismissed the appellate cases captioned
MICHAEL R. HAMMERSLEY, Appellant, v. PARAGON OFFSHORE PLC,
Appellee. MICHAEL R. HAMMERSLEY, Appellant, v. PROSPECTOR OFFSHORE
DRILLING S.a.r.l., et al., Appellees, Civ. No. 18-157-LPS, Civ.
Nos. 18-367-LPS, 18-368-LPS, 18-734-LPS, CONSOLIDATED APPEAL (D.
Del.).
Upon review, District Judge Leonard P. Stark denied the motions.
Judge Stark held that the Appellant did not timely file the Motions
to Reconsider.
On Feb. 14, 2016, Debtors Paragon Offshore plc and certain of its
affiliates filed for protection under Chapter 11 of the Bankruptcy
Code. On July 7, 2017, Paragon Parent confirmed its plan. On June
21, 2017, Appellant, a shareholder of Paragon Parent, appealed the
Confirmation Order and, on June 27, 2017, moved for a stay pending
appeal in the Bankruptcy Court. The Bankruptcy Court denied the
First Stay Motion. Thereafter, the Appellant filed a motion for
stay pending appeal in the District Court. On July 7, 2017, the
District Court denied the Appellant's request for stay pending
appeal. The Appellant subsequently withdrew the Confirmation Order
Appeal.
On July 11, 2017, the Debtors filed a motion seeking approval of
modifications to the Plan, including Paragon Parent's entry into a
management agreement. On July 17, 2017, the Bankruptcy Court held a
hearing to consider the plan modifications. The Bankruptcy Court
entered the Plan Modification Order on the same day. On July 18,
2017, the Plan went effective. On Dec. 4, 2017, four months after
the Plan went effective, the Appellant filed a motion to revoke the
Plan Modification Order. The Bankruptcy Court denied Appellant's
Motion to Revoke. On Jan. 25, 2018, the Appellant timely appealed
the Order Denying Revocation. The Appellant also sought a stay of
the Order Denying Revocation. Following a hearing, on Feb. 21,
2018, the Bankruptcy Court denied Appellant's Second Stay Motion.
Paragon Parent filed a Motion to Dismiss Appellant's appeal of the
Revocation Order. On March 12, 2019, the District Court entered a
Memorandum and Order granting the Paragon Motion to Dismiss.
On March 21, 2019, the Appellant timely filed a notice of appeal
from the Paragon Dismissal Order. More than three weeks after the
Paragon Dismissal Order was entered, and two weeks after the
Appellant filed the Paragon Third Circuit Appeal, the Appellant, on
April 5, 2019 filed a "Motion to Reconsider." On April 8, 2019,
Appellant further filed a "Motion for Leave to File Past the
Deadline Contained in Federal Rule of Bankruptcy Procedure 8022."
On October 15, 2019, the Appellant filed a "Motion for Judicial
Notice and to Correct or Supplement the Record, " and on March 9,
2020, Appellant filed a "Motion for Status Conference." On April
22, 2020, the Appellant filed a letter requesting that the District
Court, among other things, appoint a Chapter 11 Trustee in
Paragon's bankruptcy case. On June 1, 2020, the Appellant filed
another letter request with the Court. On Sept. 23, 2020, the
Appellant filed a notice of subsequent authority with the Court.
Paragon Parent is the sole equity owner of Prospector Offshore
Drilling s.a.r.l. On July 20, 2017, Prospector Parent and certain
affiliates filed for protection under Chapter 11 of the Bankruptcy
Code. Prospector Parent was the sole equity owner of Prospector Rig
1 Contracting Company S.ar.l. and Prospector Rig 5 Contracting
Company S.ar.l., and it owned (either directly or indirectly)
certain subsidiaries. The Prospector Entities were not debtors in
the Paragon Cases. The Appellant does not own equity in any of the
Prospector Entities.
On Feb. 14, 2018, Prospector Parent entered into a settlement
agreement with various parties and subsequently filed motions
seeking approval of the settlement agreement and dismissal of the
Prospector Chapter 11 cases. Following a hearing held on March 5,
2018, the Bankruptcy Court entered orders (i) approving the
settlement agreement and (ii) authorizing the dismissal of the
Prospector Chapter 11 cases upon satisfaction of certain
conditions. No Chapter 11 plan was ever proposed to or confirmed by
the Bankruptcy Court.
On March 8, 2018, the Appellant appealed the Settlement Order and
the Order Authorizing Dismissal. Following the Bankruptcy Court's
denial of Appellant's request to stay these orders pending appeal,
the Appellant filed an emergency motion for stay in the District
Court. The Court denied the emergency motion, finding that the
Appellant failed to establish: (i) a reasonable likelihood of
success on the merits or (ii) that he would suffer irreparable harm
absent a stay. On March 26, 2018, the Appellant filed an emergency
motion with the Third Circuit Court of Appeals with respect to the
Stay Denial Order and, on March 28, 2018, the Third Circuit entered
an order denying the Appellant's emergency motion for stay pending
appeal of the Settlement Order and Order Authorizing Dismissal.
On March 27, 2018, the parties consummated the settlement
agreement, and the Bankruptcy Court dismissed the Prospector
Chapter 11 cases pursuant to the Order Authorizing Dismissal. On
March 28, 2018, the Appellant filed a motion to vacate the
Bankruptcy Court's Order Authorizing Dismissal. On May 9, 2018, the
Bankruptcy Court denied the Motion to Vacate.
On May 15, 2018, the Appellant filed a third appeal in the
Prospector Chapter 11 cases, this one with respect to the
Bankruptcy Court's Order Denying the Motion to Vacate. On June 8,
2018, the Appellant and Prospector Parent filed a stipulated
consent order under Federal Rule of Bankruptcy Procedure 8003(b)(2)
to consolidate, for procedural purposes, the three Prospector
Chapter 11 case appeals. On June 11, 2018, the Court signed the
Stipulation, thereby creating the Consolidated Appeal. In
accordance with the briefing schedule and deadline for dispositive
motions, Prospector filed its Motion to Dismiss on July 2, 2018. On
March 12, 2019, the Court granted the Prospector Motion to Dismiss
and dismissing the Consolidated Appeal.
The Appellant timely appealed the Prospector Dismissal Order, then
filed the pending Motion to Reconsider, followed by other filings
in this Court between April 8, 2019 and Sept. 23, 2020.
The Appellees argued that the Court has been deprived of
jurisdiction to consider the Paragon Motion to Reconsider and the
Prospector Motion to Reconsider based on the Appellant's errors.
First, the Appellant filed his appeals prior to filing the Motions
to Reconsider. According to the Appellees, if the Appellant had
timely filed the Motions to Reconsider prior to filing the
appeals," he would have preserved the District Court's jurisdiction
to first consider the Motions to Reconsider before the Third
Circuit considered the appeals. Second, the Appellees asserted, the
Appellant did not timely file the Motions to Reconsider, which can
only be construed as motions for rehearing under Federal Rule of
Bankruptcy Procedure 8022, which required the filing of such
motions within 14 days of the entry of the Paragon Dismissal Order
and the Prospector Dismissal Order.
Conversely, the Appellant argued that Bankruptcy Rule 8022 is
inapplicable. Alternatively, the Appellant argued that he should be
granted leave to have filed the Motions to Reconsider past the
14-day deadline contained in Bankruptcy Rule 8022 because the rules
are unclear, and there is no prejudice to the Appellees in
permitting the late filing.
Judge Stark stated that Bankruptcy Rule 8022 plainly governs a
"motion for rehearing by the district court" and, barring an order
shortening or extending the deadline, any such motion "must be
filed within 14 days after entry of the judgment on appeal."
Because the Appellant did not timely file the Motions to
Reconsider, the appeals divested the District Court of
jurisdiction.
The Appellant sought leave to have filed the Motions to Reconsider
past the 14-day deadline contained in Bankruptcy Rule 8022 and
argued that he has satisfied the Pioneer factors for excusable
neglect set forth in Pioneer Inv. Services Co. v. Brunswick Assocs.
Ltd. Partnership, 507 U.S. 380, 395 (1993), which include: "the
danger of prejudice to the debtor, the length of the delay and its
potential impact on judicial proceedings, the reason for the delay,
including whether it was within the reasonable control of the
movant, and whether the movant acted in good faith." The Appellees
argued that, notwithstanding any argument that the Appellant may
make regarding excusable neglect, Appellant's already-filed appeals
must take precedence in depriving the District Court of
jurisdiction over the aspects of the case that are the subject of
the appeals. The District Court agreed. Moreover, even if the
Court had jurisdiction to consider Appellant's Motions for Leave,
Appellant did not satisfy the standard for being granted such
leave.
A copy of the Court's Memorandum dated Nov. 6, 2020 is available at
https://bit.ly/39a7741 from Leagle.com.
About Prospector Offshore and Paragon Offshore
Paragon Offshore Plc, and several affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to
16-10410) on Feb. 14, 2016. The Delaware Bankruptcy Court entered
an order on June 7, 2017, confirming the 2016 Debtors' Fifth Joint
Chapter 11 Plan of Reorganization.
Prospector Offshore Drilling S.a r.l. and three affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 17-11572
to 17-11575) on July 20, 2017. The affiliates are Prospector Rig 1
Contracting Company S.a r.l.; Prospector Rig 5 Contracting Company
S.a r.l.; and Paragon Offshore plc (in administration).
The Hon. Christopher S. Sontchi presides over the cases.
The Debtors are represented by Gary T. Holtzer, Esq., and Stephen
A. Youngman, Esq., at Weil, Gotshal & Manges LLP, and Mark D.
Collins, Esq., Amanda R. Steele, Esq., and Joseph C. Barsalona II,
Esq., at Richards, Layton & Finger, P.A., as counsel. The Debtors
hired as their financial advisors, Lazard Freres & Co. LLC; as
their restructuring advisor, AlixPartners, LLP; and as their
claims, noticing and solicitation agent, Kurtzman Carson
Consultants LLC.
In their petition, the Debtors estimated $1 billion to $10 billion
in both assets and liabilities. The petitions were signed by Lee
M. Ahlstrom as senior vice president and chief financial officer.
The Debtors' bankruptcy filing came two days after the Paragon
Offshore group completed its corporate and financial reorganization
on July 18, 2017. The plan of reorganization under Chapter 11 of
the U.S. Bankruptcy Code substantially de-levered Paragon
Offshore's ongoing business, eliminating approximately $2.3 billion
of secured and unsecured debt.
PLUTO ACQUISITION I: S&P Alters Outlook to Positive, Affirms B- ICR
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
Dallas-based home health, personal care, and hospice services
provider Pluto Acquisition I Inc. (doing business as AccentCare
Inc.) and revised its outlook to positive from stable based on its
expectation for an improvement in the company's free cash flow to
debt following the company's acquisition of Seasons Hospice &
Palliative Care.
At the same time, S&P assigned its 'B-' issue-level rating and '3'
recovery rating to the company's proposed incremental first-lien
facility and affirmed its 'B-' issue-level rating on the company's
outstanding first-lien credit facilities.
S&P said, "The positive outlook reflects our base-case expectation
that AccentCare's margins will improve further in 2021 due to
additional economies of scale and its exposure to the higher-margin
hospice sector, leading to annual free cash flow generation of
about $40 million."
"Our rating on AccentCare reflects the highly fragmented and
commodity-like nature of the home health services industry, the
company's material exposure to reimbursement risk, its moderate
geographic concentration, its profitability--which we view as below
average for the health care services industry--and its history of
generating limited free cash flow. We view the company's
acquisition of Seasons as credit positive because it will enhance
its scale and geographic, business line, and payor diversity while
improving its margins and free cash flow generation. Our assessment
of AccentCare also incorporates its good scale, significant focus
on quality, strong relationships with referring hospitals
(including various joint ventures), good payor diversity, flexible
cost structure with mostly variable costs, and limited capital
expenditure (capex) requirements."
"More specifically, our rating reflects the company's favorable mix
of skilled home health services (39% of pro forma revenue for the
last 12 months), hospice services (34%), and nonmedical personal
care services (PCS; 27%), though each of these three segments
operate in very competitive and fragmented markets with only modest
potential for differentiation and limited barriers to entry. These
segments are also subject to significant reimbursement risk and
generate below-average profitability relative to those of the
company's other health care service peers. AccentCare's home health
and hospice segments are also heavily reliant on Medicare for a
large percentage of their revenue, while its PCS segment is
primarily reimbursed by the Medicaid program in each state of
operation."
"While we expect the acquisition of Seasons to improve both the
company's EBITDA margins and free cash flow, we view its
integration risk as elevated in the coming quarters, particularly
given the substantial size of the acquisition (expanding revenue by
about 40%-50%) and its timing on the heels of AccentCare's very
recent acquisition of Fairview (about 10%-15%). That said, we
believe these risks are somewhat mitigated by their use of common
workflow management software, their limited geographic overlap, the
transition of Seasons' management to running the combined hospice
segment, and AccentCare's experience with integrating
acquisitions."
"We believe the company offers a modestly differentiated service,
which supports easier referrals and its preferred provider status.
Specifically, we note its focus on extensive staff training and a
high quality of service, which is reflected by its above-average
quality star rating from the Centers for Medicare and Medicaid
Services (CMS) and the above-average CMS Hospice Item Set score for
Seasons."
"We expect that AccentCare's adjusted debt leverage will be about
6.5x-7.5x in 2021 and 2022, which is an improvement from about 9.0x
in 2019. Given its sponsor ownership, we expect the company to
prioritize acquisitions over deleveraging, which will likely lead
its leverage to remain above 5x."
"We believe the improvement in AccentCare's margins in 2020 was due
to improved reimbursement for its mix of patients under PDGM, which
was compounded by the company's ability to materially reduce its
number of visits and cost per visit (including therapy sessions).
We also believe AccentCare's volumes benefitted from consumer
reluctance to use skilled-nursing-facilities amid the pandemic (due
to the elevated risk of infection among vulnerable patients)."
"Although our base case assumes a sufficient level of free cash
flow generation to support an upgrade to 'B', our reluctance to
upgrade the rating at this time reflects certain near-term risks.
These include the company's ability to sustain the cost
efficiencies in its home health segment (following the shift to
PDGM referenced above) and the uncertainty around its volume trends
once the pandemic eases and skilled nursing facilities once again
become an attractive alternative for certain high-acuity patients.
This is compounded by the near-term integration risks associated
with the Seasons acquisition and Fairview joint venture, the former
of which is relatively large."
"The positive outlook on AccentCare reflects our belief it will
likely benefit from organic growth across its segments as well as
our anticipation that the acquisition of Seasons Hospice &
Palliative Care will support further improvements in its
profitability and free cash flow generation. This hinges on the
company's ability to successfully integrate the Seasons acquisition
and sustain the significant improvement in its margin in 2020 even
as the COVID-19 pandemic eases."
"We would consider raising our rating on AccentCare in the next 12
months if we gain confidence that it can generate at least $40
million of annual free cash flow (about 3% of adjusted debt) on a
sustained basis. This would demonstrate that the substantial
increase in its margin in 2020, including its improved cost
management and volumes, were not temporarily enhanced by
pandemic-related conditions."
"We could revise our outlook on AccentCare to stable over the next
12 months if it is unable to further improve its margins and
generate material free cash flow. This could occur because of
significant integration challenges, rising costs to manage the
patients covered by its PDGM episodic payment scheme as the
pandemic subsides, business disruptions related to COVID-19, or
intensified competition for patient referrals (including from
skilled nursing facilities)."
AccentCare provides at-home unskilled personal care (about 27% of
pro forma revenue), skilled home health (39%), and hospice services
(34%). It provides its services on both a private-pay and
third-party payor basis. The company's home health services assist
patients transitioning from a hospital, nursing facility, or
outpatient facility to the home with licensed clinical workers
providing various combinations of skilled nursing and therapy
services, as well as paraprofessional services.
The company's personal care services use unskilled labor to assist
its clients with the daily tasks of living, including bathing,
dressing, light housekeeping, grocery shopping, and medication
monitoring.
The company's hospice services are designed to provide a wide
variety of services to terminally ill patients and their families
through a multidisciplinary group that typically includes a patient
manager, skilled nursing staff, home health aides, a chaplain, and
specially trained volunteers.
-- Organic revenue increases by about 2% in 2020 complemented by
the additional revenue from its Fairview joint venture;
-- Adjusted EBITDA margin expands to about 10% in 2020 before
improving to the 11%-12% range in 2021 because of the Seasons
acquisition, which compares with about 6.5% in 2019;
-- Annual maintenance capex of about $15 million, with elevated
capex of about $20 million in 2021;
-- Free operating cash flow (FOCF) of about $30 million-$40
million in 2021, increasing to about $45 million-$55 million in
2022. S&P expects the company to primarily use this to fund
acquisitions.
Based on these assumptions, S&P arrives at the following credit
measures:
-- Debt to EBITDA of about 6.5x-7.5x in 2021 and about 6.5x in
2022, which compares with 9.0x in 2019; and
-- Funds from operations (FFO) to debt of 7%-8%.
S&P said, "We assess AccentCare's liquidity as adequate.
Specifically, we expect the company's sources of liquidity to be
more than 1.2x its uses and anticipate that its net sources would
remain positive even if its EBITDA declines by 15%. We believe
AccentCare has sound relationships with its banks and a generally
satisfactory standing in the credit markets. However, we do not
believe the company has the ability to absorb high-impact,
low-probability events."
Principal liquidity sources:
-- Cash and cash equivalents of about $45 million
post-transaction;
-- Full availability of $40 million under its revolving credit
facility (net of letters of credit) and a $150 million of
asset-based lending (ABL) facilities post-transaction; and
-- FFO of approximately $80 million-$90 million over the next 12
months.
Principal liquidity uses:
-- Mandatory debt amortization of about $9 million annually;
-- Working capital usage of about $10 million-$20 million; and
-- Capex of about $20 million over the next 12 months.
-- Pro forma for the Seasons acquisition, AccentCare's capital
structure will comprise a $150 million ABL facility (unrated), a
$40 million first-lien revolving credit facility, a $355 million
first-lien senior secured term loan, a $525 million incremental
first-lien senior secured term loan, a $130 second-lien term loan
(unrated), and a $152 million incremental second-lien term loan
(unrated).
-- S&P's hypothetical default scenario contemplates a default
stemming primarily from a decline or adverse change in the
reimbursement for home health services.
-- In S&P's default scenario, it assumes the ABLs are 60% drawn
and that the revolver is 85% drawn.
-- Given the company's market position, S&P would expect it to be
reorganized rather than liquidated in the event of a default.
-- S&P values the company by applying a 5.5x multiple to its
default-level EBITDA. Thus multiple is consistent with the
multiples S&P uses for the company's similarly rated peers.
-- Simulated year of default: 2023
-- EBITDA at emergence: $120 million
-- EBITDA multiple: 5.5x
-- Net emergence value (after 5% administrative costs): $626
million
-- Valuation split (obligors/nonobligors): 100%/0%
-- Collateral value available to senior secured lenders (after
priority claims relating to the ABL): $530 million
-- First-lien secured debt at default: $920 million
-- Recovery expectations: 50%-70% (rounded estimate: 55%)
Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after nonobligor debt.
PUERTO RICO HOSPITAL: Century Buying Carolina Realty for $4 Million
-------------------------------------------------------------------
Puerto Rico Hospital Supply, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the Purchase and Sale
Agreement with Century Frozen Foods, LLC in connection with the
sale of the warehouse and office building located at Puerto Rico's
State Road #860, Carolina, Puerto Rico, with all improvements
thereto, for $4 million.
Through the Sale Motion, the Debtor proposes to preserve and
maximize the value of its operations by selling the Carolina
Realty. The proceeds of the sale will be used to pay all secured
claims encumbering the Carolina Realty, the commission to the
realtor, as more specifically set forth in the PSA in order to
comply with the Debtor's settlement agreement with its Lenders, and
provide funds required by its Plan of Reorganization.
Pursuant to the terms of the sale, the Debtor will sell and
transfer the Carolina Realty to Century Frozen, through the PSA for
an aggregate purchase price of $4 million. The sale will be free
and clear of all liens, claims, interests, charges and
encumbrances, with any such liens, claims, interests, charges and
encumbrances attaching to the net proceeds of the sale.
Upon the approval of the Sale by the Court and the execution of the
corresponding Deed of Purchase and Sale by the later of (i) five
days after the order approving the sale becomes final and
unappealable and (ii) Dec. 31, 2020. The Purchase Price will be
used to pay: The Lenders Secured Claim under the Settlement
Agreement, which encumbers the Carolina Realty; and the commission
of the realtor, consisting of 3% of the purchase price of the
Carolina Realty.
As previously disclosed, the Debtor will be moving its operations
to a facility to be leased from Puerto Rico Industrial Development
Company ("PRIDCO"), in Rio Grande, Puerto Rico, which will result
in tax incentives to assist it in the implementation of the Plan.
The sales price of the Carolina Realty to be sold to Century
Frozen, which the Debtor considers to be the fair actual market
value of the Carolina Property, premised on its marketing, the
offers received therefor and the withdrawal of the previous offer
therefor made by Lifescience Logistics, LLC, and Mr. Awad Yassin.
The sale to Century Frozen will provide benefits to the Debtor's
Estate for a number of reasons. First, the Carolina Realty is to
be sold as a result of an arm's-length negotiation therewith.
Second, the sale ensures that Debtor will have sufficient funds to
comply with the Settlement Agreement and the Plan, which will
greatly benefit its employees and its bankruptcy Estate. Third,
the sale will allow the Debtor to remain the Carolina Property
after the Closing Date, until June 30, 2021, without paying any
sent while it transition its move to Rio Grande. Finally, and
notwithstanding the Debtor's marketing efforts, there are no other
formal current offers to purchase the Carolina Realty and, thus, it
is a viable alternative that will ensure recovery to all creditors
under the Plan, and the most benefit to the various constituents of
the Estate. For these reasons, the Debtor asks that the Court
approves the Sale Motion.
Due to the terms of the Settlement Agreement, including the time
table for its effectiveness and for the confirmation of the Plan,
Debtors ask that pursuant to Rule 9006(c) of the Federal Rules of
Bankruptcy Procedure that the notice process for any objection to
the sale be reduced to 10 days. The Objection Deadline is Nov. 30,
2020.
A copy of the PSA is available at https://tinyurl.com/y2f9t3p5 from
PacerMonitor.com free of charge.
About Puerto Rico Hospital Supply
Puerto Rico Hospital Supply, Inc., distributes medical supplies in
Puerto Rico. Customed Inc., founded in 1991, manufactures surgical
appliances and supplies.
Puerto Rico Hospital Supply, Inc. and Customed, Inc., filed
voluntary Chapter 11 petitions (Bankr. D.P.R. Case Nos. 19-01022
and 19-01023) on Feb. 26, 2019. The petitions were signed by
Felix
B. Santos, president. The cases are assigned to Judge Enrique S.
Lamoutte Inclan.
At the time of the filing, Puerto Rico Hospital was estimated to
have $50 million to $100 million in assets and $10 million to $100
million in liabilities while Customed, Inc., was estimated to have
$10 million to $50 million in both assets and liabilities.
Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, represents
the Debtors.
REFFICIENCY HOLDINGS: S&P Assigns 'B-' ICR; Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
Refficiency Holdings LLC (d/b/a Therma), a San Jose, Calif.-based
provider of commercial heating, ventilation, air-conditioning
(HVAC), and mechanical, electrical, and plumbing (MEP) services.
S&P also assigned its 'B-' rating and '3' recovery rating to the
company's first-lien credit facility, reflecting its expectation
for meaningful (50%-70%; rounded estimate: 55%) recovery in the
event of a payment default.
The ratings reflect the following key risks and strengths:
Key risks
-- High starting financial leverage, financial sponsor control,
and debt-funded acquisitions will likely result in modest debt
deleveraging and free cash flow generation.
-- Narrow business and geographic focus, with high regional and
service concentration.
-- Significant pricing pressure in highly fragmented markets
limits profit margin expansion. High execution risk over the next
12-24 months as Therma implements its debt-funded growth strategy,
integrates its recent acquisitions, and invests in its new
enterprise resource planning systems.
-- Preponderance of short-term, fixed-rate contracts offset by the
company's long-tenured relationships with blue-chip clients.
Key strengths
-- The company offers nondiscretionary HVAC, mechanical,
electrical and plumbing (MEP) services to mission critical
facilities with a high cost of failure. Well-established market
position in the large San Francisco Bay Area and District of
Columbia (DC) metropolitan area.
-- Potential for, but not factored into S&P's base case, revenue
synergy between Therma and The Blackstone Group's real estate
portfolio holdings. High starting leverage, and S&P's expectation
for debt-funded acquisitions will likely prevent Therma from
sustaining its adjusted leverage below 6.5x.
S&P's adjusted leverage will increase to the mid-6x area on a pro
forma basis as of Sept. 30, 2020, following the LBO.
S&P said, "We expect leverage will remain high given our
expectation that Therma will continue its debt-funded industry
consolidation growth strategy under its new financial sponsor
owner, The Blackstone Group. Our ratings also reflect the elevated
financial policy event risk of financial sponsor ownership, and our
view that financial sponsors are likely to prioritize
shareholder-friendly financial policies over debt repayment."
The company has more than doubled its revenue scale since 2017
primarily through four debt-funded acquisitions totaling more than
$115 million, completed at multiples averaging in the
mid-single-digit area. However, industry EBITDA multiples for large
or strategic acquisitions can often be in the low-double-digit to
low-teens range.
S&P said, "The U.S. HVAC and MEP industry is highly fragmented, and
we continue to believe that industry consolidating mergers and
acquisitions at reasonable acquisition multiples provide meaningful
benefits for the acquirer, compared to establishing new greenfield
locations, given the importance of local market knowledge and
customer relationship, established technical resources and
expertise, and the importance of responsive servicing capabilities
to client retention. Accordingly, under our base-case scenario, we
expect the company will continue its debt-funded acquisition growth
strategy and we believe that opportunities to reduce leverage
through profit expansion will largely be offset by incremental debt
borrowings, ongoing transaction and integration related expenses,
and increased business investments."
The credit facility includes a $75 million delayed-draw tranche
that will likely be used to fund acquisitions. In addition, the
company will have the ability to borrow incremental debt equal to
the greater of $68 million (approximate closing EBITDA) or an
amount equal to adjusted EBITDA at the time of determination, and
if proceeds are used in connection with an acquisition, an
unlimited amount as long as the consolidated first-lien net
leverage ratio does not exceed 5.25x for secured, pari passu debt,
or in the case of junior debt, as long as the consolidated total
net leverage ratio does not exceed 6.25x.
Over the next 12-18 months, Therma's increased debt service costs
and business investments will weigh on the company's FOCF. S&P
forecasts reported FOCF will be about $5 million-$10 million in
2021.
Market fragmentation and intense price-based competition will
likely limit margin expansion over the next 12-24 months.
Despite the company's incumbency advantage and focus on specialized
facilities with a high cost of failure, including data centers,
hospitals, and biopharmaceutical research labs (80% of revenues are
from facilities designated as mission-critical), Therma's EBITDA
profit margins (S&P Global Ratings' adjusted) of about 10% remain
in line with rated standard commercial HVAC industry peers such as
Service Logic (about 10%) and CoolSys (about 8%) that do not have a
specialized focus on mission critical MEP services.
The company's large, blue-chip technology and health care clients
have the capability to compare service providers and their fee
rates, limiting Therma's ability to increase its pricing and profit
margins. Relative to the broader general U.S. MEP market, the
elevated servicing requirements of Therma's $7 billion-$9 billion
addressable market support, to a certain extent, pricing premiums
for quality execution, and Therma is generally regarded as a
premium provider with good service breadth, expertise, and
operating performance. However, the company's markets are highly
competitive and fragmented, and competition comes from national
original equipment manufacturers--including Johnson Controls,
Carrier, and Daikin Industries Ltd.--with superior brand
recognition and fabrication scale economies, and from a long list
of regional service providers with strong local client
relationships and expertise. Additional factors constraining
Therma's profitability include the company's costly skilled labor
force, consisting of highly trained and specialized engineers that
are typically unionized; and the locally competitive nature of the
company's markets, which prevents the realization of meaningful
scale benefits. The lack of contracted revenues in exchange for
prebid work and the maintenance of a sustained staff presence on
clients' premises could further pressure profitability if the
company does not successfully execute its pull-through initatives.
Therma's largely fixed-rate, short-term contracts increase earnings
risk. Nevertheless, the company's strong backlog conversion and the
high proportion (73% of gross profit) of reoccurring maintenance
and replacement services provide a degree of visibility into
near-term profitability. Therma's reserved cost estimation and high
project diversity somewhat mitigate the risk to margins of its
fixed-rate contracts. The company's ability to quickly reduce idle
capacity in its labor force supports near-term earnings visibility.
In second-quarter 2020, Therma offset a 12.1% sequential decline in
revenues with a 14.2% decline in its cost base to preserve profit
margins.
The company's high service and geographic concentration limit S&P's
business risk assessment.
Therma has a narrow service focus in HVAC, mechanical, and
electrical services. Its customers are largely (67% of 2019
revenues) technology, health care, and government clients, and
substantially all revenues are generated in four U.S. states, with
about 64% of revenues generated over the past 12 months in
California. While geographic concentration is high, the company's
modest 6%-8% share of a $7 billion-$9 billion addressable market
provides opportunity for growth in Therma's existing markets. S&P
expects annual industry growth in Therma's niche to modestly
outpace the broader industry growth rates of about 3%, supporting
the company's organic expansion. Growth rates in Therma's niche are
supported by the high rates of facility reprogramming within
technology and health care research and development (R&D)
facilities relative to the broader industry, whereby the initiation
of new R&D projects frequently requires facilities to be
repurposed, generating demand for Therma's services. The aging of
the U.S. population will support demand from the health care
endmarket, and the ongoing development of increasingly
sophisticated data collection and analysis techniques should
continue to drive demand for datacenters, spurring growth in
Therma's key endmarkets. S&P views favorably Therma's exposure to
large regional markets in the D.C. metropolitan area and San
Francisco Bay Area.
The acquisition of RE Tech could enable Therma to capitalize on the
growing relevance of environmental sustainability and secular green
industry tailwinds, and the COVID-19 pandemic should increase
demand for air filtration and ventilation work. Ownership by
Blackstone could provide Therma with low-cost introductions to
potential new clients within Blackstone's vast U.S. real estate and
private equity portfolio.
Nevertheless, S&P views demand for Therma's services as largely
nondiscretionary.
Therma's top 10 customers (28% of 2019 revenues) have an average
tenure of 30 years, and 70% of the company's customer relationships
exceed 10 years. The company's strong client retention track-record
demonstrates the advantages of incumbency in its endmarkets and its
solid execution.
Because of its focus on facilities with complex and critical
servicing requirements, Therma develops and maintains the expertise
required to support its clients specialized, nonmodular systems and
premises. This provides the company with an advantage in bidding
for follow-on work with existing clients, and in certain instances
it allows Therma to proactively propose follow-on projects directly
to its clients, thereby avoiding a competitive bidding process.
Contracted switching costs are minimal; however, changing providers
increases the risks of system or facility disruption, a key
consideration for Therma's clients that depend on the successful
function of their facilities and systems. Despite the lack of
long-term contracted revenues, S&P expects the company's focus on
nondiscretionary services in endmarkets highly sensitive to system
failure will result in a stable underlying demand profile, and
annual organic revenue growth in the mid-single-digit percent area.
The company's good customer diversity (300 clients generated 85% of
2017-2019 revenues) somewhat offsets the short-term variability in
individual client volumes.
S&P said, "The stable outlook reflects our expectation that Therma
will achieve mid-single-digit percent annual organic revenue growth
and stable S&P Global Ratings' adjusted EBITDA margins of about
10%. We expect Therma's adjusted leverage will remain in the mid-6x
area over the next 12 months, while it generates reported FOCF of
$5 million-$10 million."
S&P could lower its ratings on Therma should operating performance
deteriorate such that the rating agency concludes the capital
structure is unsustainable, or such that it expects FOCF deficits
will reduce total liquidity below $25 million. In this scenario:
-- Key client losses or increasing competitive pressure result in
volume declines; or
-- Acquisition integration, labor force, or other cost overruns
affect profit margins.
While unlikely over the next 12 months given S&P's expectation for
ongoing debt-funded acquisitions, S&P could raise its ratings on
Therma if it generates FOCF to debt in the mid-to-high single-digit
percent area while maintaining leverage comfortably below 6.5x on a
sustained basis. In this scenario, the company would demonstrate
its ability to prudently manage and expand its business while
generating sustainable positive FOCF.
REISINGER HOLDINGS: Proposes Key Auction Sale of Assets
-------------------------------------------------------
Reisinger Holdings, Inc., doing business as SPD Textile & Drapery
Inc., asks the U.S. Bankruptcy Court for the Southern District of
Indiana to authorize the public auction sale of vehicles,
equipment, inventory, furniture and other assets used in the course
of its business.
The Debtor has since determined that it is in the best interest of
the estate and its creditors that it cease operations, file a plan
of liquidation, and liquidate its assets for the benefit of its
creditors via public auction.
Contemporaneously with the Motion, the Debtor is submitting its
Application to Employ Key Auctions, LLC, doing business as Key
Auctioneers, as Auctioneer, asking authority to employ Key to sell
the Assets of the Debtor in a public auction. Excluding the
Debtor's vehicles, The Huntington National Bank holds a superior
and prior blanket lien on all of the Assets. Huntington also holds
a 507(b) super-priority expense (subject to a $10,000 carve out in
favor of the subchapter V trustee) which would be first paid from
all of the Assets including the Debtor's vehicles granted via the
Court's Second Interim Order on Debtor's First Day Motion to Use
Cash Collateral entered on Aug. 31, 2020.
The Debtor intends the Auction to be a legal, valid, and effective
transfer of its Assets, which will vest the purchasers with all
right, title, and interest in the Assets free and clear of any
liens of any and every kind or nature whatsoeve. In turn,
Huntington's lien and 507(b) expense will attach to the proceeds of
the Auction.
The Debtor believes the sale of the Assets is in the best interest
of the estate and creditors. The Auctioneer will market the
Auction to its network of potential bidders. The Auction will
allow in person bids as well as online bids. The bidders will be
charged a buyer's premium.
The Auctioneer will be compensated through a commission of 12% of
the proceeds of the sale. Key will also separately charge and
retain an 18% buyer's premium on the gross sales prior to and at
auction. Key will also be entitled to a fee of $2,400 to prepare,
market, conduct, and finalize the auction.
The Debtor believes the Auction will generate the highest return on
the sale of the Assets by using the Auctioneer. The Auction does
not involve the sale of any personally identifiable information.
It is anticipated to take place between Dec. 16 and 22, 2020
subject to the Auctioneer's availability. Creditors, parties in
interest, and all others interested in the Auction may contact the
Debtor's counsel, Matthew M. Cree, PO Box 7805, Greenwood, IN
46142, tel. (317) 883-7350, e-mail: matt@creelawoffice.com for the
exact date and time of the sale.
Objections, if any, mustee filed 21 days from the date of service
of the Motion.
About Reisinger Holdings
Reisinger Holdings, Inc. is a full-service window treatment company
offering a wide range of custom shades, blinds, upholstery and
drapery solutions to meet the needs of residential and commercial
clients. Visit https://spdtextile.com for more information.
Reisinger Holdings filed a Chapter 11 petition (Bankr. S.D. Ind.
Case No. 20-03806) on July 1, 2020. In the petition signed by
Reisinger Holdings President Michael Scott Reisinger, the Debtor
disclosed $822,454 in assets and $2,179,748 in liabilities.
Judge Robyn L. Moberly presides over the case.
The Debtor has tapped the Law Office of Matthew M. Cree, LLC as its
bankruptcy counsel and Key Auctions LLC as its auctioneer.
RENTPATH HOLDINGS: $587.5M CoStar Sale in Jeopardy Due to FTC Suit
------------------------------------------------------------------
Leslie A. Pappas and Daniel Gill of Bloomberg Law report that
CoStar Group Inc.'s proposed $587.5 million acquisition of bankrupt
RentPath Holdings Inc. is in jeopardy following a Federal Trade
Commission complaint alleging that the deal would "significantly
increase concentration" in the market for internet apartment
listings.
The sale, approved in June 2020 by the U.S. Bankruptcy Court for
the District of Delaware, is the centerpiece of RentPath's Chapter
11 reorganization plan.
FTC Statement
The Federal Trade Commission said Nov. 30 it has filed an
administrative complaint, and authorized a suit in federal court,
to block internet listing services provider CoStar Group Inc.'s
proposed $587.5 million acquisition of competitor RentPath
Holdings, Inc. CoStar operates a network of websites, including
Apartments.com, ApartmentFinder.com, and ForRent.com, which are
two-sided platforms that match prospective renters with available
apartments. RentPath operates similar websites, including Rent.com
and ApartmentGuide.com.
The complaint alleges that the acquisition would significantly
increase concentration in the already highly concentrated markets
for internet listing services advertising for large apartment
complexes in 49 individual metropolitan areas across the United
States.
"Renters have come to depend on the convenience of online search
sites to find available apartments that meet their needs and
budget," said Daniel Francis, Deputy Director of the FTC's Bureau
of Competition. "CoStar and RentPath operate several of the most
popular sites, and their aggressive, head-to-head competition has
kept advertising rates low while offering consumers a convenient,
data-rich tool for finding an apartment. This acquisition will
eliminate price and quality competition that benefits both renters
and property managers."
Internet listing services, or ILSs, provide free user-friendly
interfaces for consumers to search for a place to live from a
database of available units. Information about the number of
bedrooms, monthly rent, available move-in date, and amenities like
swimming pools or exercise rooms is readily available, as are floor
plans, real-time vacancy data, and quality photos or video tours.
Millions of U.S. consumers rely on ILSs each year to gather
information about rental properties, or to contact property
managers about leasing an apartment, according to the complaint.
For apartment owners and property managers, ILSs help to fill
apartments by creating and targeting advertisements of vacant units
to interested prospective renters. Property managers pay ILSs
advertising fees in exchange for listing their properties. ILSs
attract significant numbers of prospective renters to browse
available rental units, and provide a way for them to contact
properties directly to express interest in leasing.
According to the complaint, 70 percent of U.S. apartment complexes
with 200 or more units, and approximately 50 percent of U.S.
apartment buildings with 100 to 199 units, advertise on ILSs
operated by either CoStar, or RentPath, or both. The acquisition
will increase concentration in these markets even further.
The complaint alleges that for years, CoStar and RentPath have been
each other’s closest rivals, competing to sell ILS advertising to
property management companies and to attract prospective renters to
use their ILS search services. CoStar and RentPath compete
aggressively for website traffic from prospective renters and
business from advertisers. Each has targeted the other with sales
campaigns and significant discounts to win and retain advertising
customers.
The Commission vote to issue the administrative complaint and to
authorize staff to seek a preliminary injunction was 4-1.
Commissioner Christine S. Wilson voted no. The FTC will file a
complaint in the U.S. District Court for the District of Columbia
to enjoin the deal pending an administrative trial. The
administrative trial is scheduled to begin on June 1, 2021.
About RentPath Holdings
RentPath is a digital marketing solutions company that empowers
millions nationwide to find apartments and houses for rent.
RentPath Holdings, Inc., and 11 affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-10312) on Feb. 12,
2020.
RentPath Holdings was estimated to have $100 million to $500
million in assets and $500 million to $1 billion in liabilities as
of the bankruptcy filing.
Weil, Gotshal & Manges LLP and Richards Layton & Finger are serving
as legal counsel, Moelis & Company LLC is serving as a financial
advisor, and Berkeley Research Group, LLC is serving as
restructuring advisor to RentPath. Prime Clerk LLC is the claims
agent.
ROAD INFRASTRUCTURE: S&P Places 'CCC+' ICR on Watch Positive
------------------------------------------------------------
S&P Global Ratings placed all of its ratings on Road Infrastructure
Investment Holdings Inc., including the 'CCC+' issuer credit
rating, on CreditWatch with positive implications.
The CreditWatch placement follows the announcement that PPG
Industries Inc. (BBB+/Negative/A-2) signed a definitive agreement
to acquire Road Infrastructure for about $1.15 billion.
S&P said, "We expect the transaction will close within the next few
months. We will likely raise the rating on Road Infrastructure to
match the rating on PPG and then withdraw all ratings on Road
Infrastructure, assuming its debt is fully repaid upon close."
"We expect to resolve the CreditWatch following the completion of
the transaction. We will monitor developments related to the
transaction, including the necessary shareholder approvals and
regulatory clearances. We expect that the transaction will be
positive for Road Infrastructure, given the stronger
investment-grade rating on PPG and its much larger scale, scope,
and diversity. If the transaction goes through, we will likely
raise the rating on Road Infrastructure to match our 'BBB+' rating
on PPG. We will withdraw the ratings on Road Infrastructure upon
close, assuming PPG pays down all of Road Infrastructure's debt."
"If the transaction does not close, we will likely affirm the
existing ratings on Road Infrastructure, assuming operating
performance and credit measures remain within our expectations."
ROBERT A. RYALS: Selling Interest in Clay County Property for $10K
------------------------------------------------------------------
Robert A. Ryals filed with the U.S. Bankruptcy Court for the
Northern District of Alabama a notice of his private sale of his
one-third interest in the property located at in Clay County,
Alabama, as described in Exhibit A, to Gerald McGill for $10,000,
cash.
During the pendency of the bankruptcy case, the Debtor has not
employed a real estate Broker to assist in the sale of the property
sought to be sold pursuant to the Notice and Motion, and no
commission is owed by the estate arising out of the sale of the
property.
The Debtor proposes to sell the Property by Private Sale to the
Buyer for $10,000. The total sales price of the real estate, which
is part of the Debtor's father's decedent's estate is $30,000. The
Debtor is a one-third beneficiary of the father's estate. The
Debtor is selling the property "as is" and "where is" with no
warranty of any type whatsoever.
The real property will be sold free and clear of the following
liens, mortgages, claims or other interests: the judgment lien of
Jeffrey H. Garrison and Jennifer Garrison obtained the Circuit
Court of Randolph County in case number CV2009-900049 on Feb. 2,
2014 in the amount of $202,800 plus $879.
Provided that by Dec. 15, 2020, the judgment lien of the Garrisons
described has been be satisfied in full by the payment of $215,000,
no further payments shall be due to satisfy the lien. Otherwise
the entire remaining amount due on said judgment, including accrued
interest, shall be required for satisfaction of their judgement
lien.
Other than the payment of Garrisons, all liens, claims, mortgages,
or other interests shall attach to the proceeds of the sale. The
Garrisons shall be paid at closing.
Time is of the essence in the closing of the transaction as the
agreements with the creditors and the Debtor's proposed Plan both
provide for the payment of the Garrisons and Southern States Bank
on Dec. 15, 2020.
Finally, the Debtor asks the Court to waive the stay provisions set
forth in Rule 6004(h) to allow the sale to take place as soon as
practicable.
A copy of the Exhibit A is available at
https://tinyurl.com/y45uwc9s from PacerMonitor.com free of charge.
Robert A. Ryals sought Chapter 11 protection (Bankr. N.D. Ala. Case
No. 19-41509) on Sept. 8, 2019. The Debtor tapped Harry P. Long,
Esq., at The Law Office of Harry P. Long, LLC as counsel.
S B BUILDING: Court Confirms Fourth Modified Reorganization Plan
----------------------------------------------------------------
Bankruptcy Judge Vincent F. Papalia confirmed Debtors S B Building
Associates LP, SB Milltown Industrial Realty Holdings, LLC, and
Alsol Corporation's Fourth Modified Plan of Reorganization subject
to several conditions and modifications. Among other things, Judge
Papalia found that the Plan satisfied the feasibility requirements
of 11 U.S.C. section 1129(a)(11) and that the Plan was proposed in
good faith and not by any means forbidden by law.
The Plans proposed by the Debtors: (a) provide for a 100% dividend
to unsecured creditors, with interest; (b) were overwhelmingly
accepted by every secured and unsecured class that voted; (c) the
classes of secured creditors that did not vote -- the Environmental
Protection Agency, the Borough of Milltown and certain tax lien
certificate holders -- have either entered into settlements with
the Debtors and/or are being paid in full, are retaining their
liens and have not objected to the Plan; and (d) at least as
importantly, the Plan is based upon settlements that resolve
complex, multiparty litigations with the EPAS, the Sass Parties --
Tax certificate holders Cherry Tree Property, LLC; Sass Muni IV,
LLC; Sass Muni V, LLC; and Sass Muni VI, LLC -- and Milltown that
have been pending for many years. Those settlements will put to an
end hotly contested, multimillion-dollar claims by and against the
Debtors and were entered into only after hard-fought negotiations
and multiple mediation sessions.
Two parties interposed substantial and, for the most part,
well-founded objections: Boraie Development, LLC and the Office of
the United States Trustee, with Boraie being the only objecting
creditor. As for Boraie, it is participating in this case by virtue
of purchasing claims against two of the three Debtors, Alsol and S
B Building (but not SB Milltown), totaling approximately $108,000.
As noted, those claims are proposed to be paid in full, with
interest.
Boraie is the designated Redeveloper of the Debtors' Properties.
Boraie and the Debtors have been enmeshed in protracted litigation
revolving around the development of the Debtors' Properties in the
trial and appellate courts of New Jersey for nearly fifteen years.
Significantly, the Debtors' Plan expressly leaves unaffected
Boraie's rights against the Debtors as Redeveloper and with respect
to the pending State Court litigation. The UST has no direct
economic stake in this (or any other) bankruptcy proceeding but is
properly exercising its statutory right and duty to oversee
bankruptcy proceedings and enforce the bankruptcy laws. The
objections --substantive though they may be -- are being made by a
creditor that is to be paid in full, but which also has a very
different and primary interest that it is pursuing as the
Redeveloper of the Debtors' Properties, and the U.S. Trustee, who
is not a creditor at all.
Boraie and the UST argued that the Debtors' Plan is unconfirmable
as a matter of law and fact for numerous reasons and that these
cases should be converted to cases under Chapter 7 or that a
Chapter 11 Trustee should be appointed. The objections of Boraie
and the UST may be summarized as:
1. The Debtors will be unable to pay administrative expenses
required under the Plan in full on the Effective Date (or as may
otherwise be agreed by administrative claimants);
2. The Debtors' Plan is not feasible for various reasons, including
the lack of sufficient capital and available cashflow from the
Debtors and its backstop -- United States Land Resources, Inc.
(USLR) -- to fund the initial, installment and balloon payments due
under the Plan;
3. The Plan was not proposed in good faith and not by any means
forbidden by law;
4. The continued management of the Debtors by Lawrence S. Berger is
not in the interests of creditors or the public;
5. The provisions of the Plan and Global Settlement that call for
cross-collateralization are not permitted as a matter of law;
6. The provisions of the Plan and Global Settlement that call for
temporary or deemed substantive consolidation are also not
permitted as a matter of law;
7. The Plan is being funded (at least in part) by alleged
fraudulent transfers;
8. The Plan may be confirmed only under 11 U.S.C. section 1129(b)
because not all impaired classes have affirmatively voted to accept
the Plan -- i.e., the EPA, Milltown, the tax lien certificate
holders -- as required for confirmation under 11 U.S.C. section
1129(a)(8). Thus, section 1129(b) applies, and the Plan does not
satisfy its fair and equitable and no unfair discrimination
requirements, principally because of the Plan's consolidation
and/or cross-collateralization provisions and the related argument
that the Plan violates the absolute priority rule.
On the first argument, Boraie and the UST contended that the
Debtors do not have the ability to satisfy the requirement of 11
U.S.C. section 1129(a)(9) that all administrative claims be paid in
full on the Effective Date, unless the affected parties agree to a
different treatment.
The Debtors' response is essentially that they will either pay the
administrative expense claims in full on the Effective Date or as
otherwise agreed by the parties, thereby satisfying 11 U.S.C.
section 1129(a)(9). The question that Boraie and the UST raise is
how. At the confirmation hearing, Mr. Berger testified that the
other properties controlled by USLR regularly generate proceeds
from rental income, sales and/or refinancings that could be used to
pay the administrative expenses. While Boraie and the UST criticize
these statements and projections as speculative and unsupportable,
the Court took judicial notice of at least one such sale that
occurred in late December 2019, shortly after the conclusion of
testimony and briefing in this case. That sale took place in In re
Fin Associates Limited Partnership.
In that case, the debtor, another USLR/Berger-controlled entity,
sold its property for $17.8 million and simultaneously paid off
first mortgage indebtedness of $12.6 million. The sale also
resulted in payment in full of all other claims, including 100% of
the undisputed claims of unsecured creditors, with interest. After
those payments, more than $3.5 million of net equity remained for
Fin Associates and its owner. From those proceeds, $1.1 million was
placed in escrow with the Debtors' counsel for the payment of
administrative claims in these cases pursuant to an Order of this
Court.
With this reserve, the Debtors have the ability to pay allowed
professional administrative expense claims in full on the Effective
Date (or as otherwise may be agreed by the affected parties). Judge
Papalia concluded that the Debtors have the ability to satisfy the
requirements of 11 U.S.C. section 1129(a)(9)(A) regarding the
payment of administrative expenses. For the same reasons, the
arguments that the Debtors' Plan is not feasible because the
Debtors are unable to provide for the required treatment of
administrative claims is rejected.
In addition, considering all the other feasibility factors, the
Court stated that the most important and primary factor in
determining feasibility is what the parties with "skin in the game"
had to say. Here, those parties evidenced their support for the
Debtors' Plan by either voting overwhelmingly in its favor,
entering into settlements that formed the basis for the Plan and/or
otherwise supporting (or not objecting to) confirmation of the
Plan. If there was not this overwhelming support, the very real
feasibility and related concerns raised by Boraie and the UST would
carry more weight. The Court found that the near unanimous creditor
support present here is the best evidence of a Plan's feasibility
and outweighs the objections of Boraie and the UST. The Court
accordingly found that the Debtors have met the feasibility
requirements of section 1129(a)(11).
The Court also found that the Plan was proposed in good faith. The
Debtors' Plan as proposed is completely consistent with the
purposes of the Bankruptcy Code. The Debtors' primary secured
obligations are being reduced and restructured so that a
substantial dividend to unsecured creditors is possible. Those
unsecured creditors would undoubtedly receive nothing if the
Debtors were liquidated according to the $7.65 million and $1.75
million valuations promoted by Boraie. Those valuations are dwarfed
by total secured claims of approximately $16.5-$17.5 million before
the Settlements and approximately $12.5 million after.
For all the foregoing reasons, the Court confirmed the Debtors'
Fourth Modified Plan of Reorganization subject to and conditioned
upon the following modifications and specifications:
1. The Debtors' estates shall be substantively consolidated into S
B Building. The substantive consolidation of the Debtors shall be
actual, and their respective assets and liabilities (except for
inter-company liabilities) shall be combined. There shall be no
"deemed" substantive consolidation.
2. The treatment of all and each class of general of unsecured
creditors shall be amended to include the following default
provision:
Event of Default: The following shall constitute an event of
default solely as to the A9, B6, and C8 Classes of Claims: the
failure to make any payment to any holder of a Class A9, B6 and C8
Claims when due, which Default is not cured within thirty (30) days
after the receipt of Notice of Default from the holder of any such
claim by the consolidated Debtors (the Classes A9, B6 and C8 Cure
Period) in accordance with the Plan (the Event of Default). Upon
the occurrence of an Event of Default and expiration of the Class
A9, B6 or C8 Cure Period: (i) all obligations of the Debtors to the
Class A9, B6 or C8 creditor whose claim is in default, including
principal, accrued and unpaid interest, shall accelerate and become
immediately due and payable; and (ii) the holder or holders of any
such Class A9, B6 and C8 claim shall be permitted to avail
themselves of all remedies available under state law, the
Bankruptcy Code and this Plan.
3. All allowed Administrative Claims shall be paid on the Effective
Date or as otherwise may be agreed by the applicable administrative
claim holder. The escrow in the amount of $1.1 million held by
Debtors' counsel in connection with the case of In re Fin
Associates (Case No. 19-28386) shall be available to pay such
Administrative Claims.
4. The Plan is modified to reflect and incorporate the revised
commitment letter from United States Land Resources to the Debtors,
marked and admitted into evidence as Exhibit D-8.
5. The respective rights, remedies, claims and defenses of the
Debtors, Boraie, Milltown and any and all other parties involved in
the State Court Litigation (as defined in this Opinion) are
unaffected by the Plan and the Confirmation Order, and all such
rights, remedies, claims and defenses are expressly preserved with
respect to any and all such parties.
The bankruptcy case is in re: S B BUILDING ASSOCIATES LIMITED,
Chapter 11, PARTNERSHIP, Debtor. In re: SB MILLTOWN INDUSTRIAL
REALTY HOLDINGS, LLC, Debtor. In re: ALSOL CORPORATION, Debtor,
Case Nos. 13-12682 VFP, 13-12685 VFP, 13-12689 VFP, Jointly
Administered (Bankr. D.N.J.).
A copy of the Court's Opinion is available at
https://bit.ly/3fib4Vx from Leagle.com.
About S B Building Associates LP
Morristown, New Jersey-based S B Building Associates Limited
Partnership, SB Milltown Industrial Realty Holdings, LLC, and Alsol
Corporation filed Chapter 11 bankruptcy petitions (Bankr. D.N.J.
Lead Case No. 13-12682) on Feb. 11, 2013. Judge Vincent F. Papalia
presides over the jointly administered cases. Alsol's petition
disclosed $1 million to $10 million in assets and liabilities.
The Debtors S B Building Associates Limited Partnership (Bankr.
D.N.J., Case No. 13-12682) and SB Milltown Industrial Realty
Holdings, LLC (Bankr. D.N.J., Case No. 13-12685) filed on Feb. 11,
2013. The Debtor 190 South Street Realty Holdings, L.P. (Case No.
15-14558), filed on March 16, 2015; 199 Realty Corp., (Case No.
15-14776) filed on March 7, 2013; 3920 Park Avenue Associates, L.P.
(Case No. 16-14923), filed on March 16, 2016.
The Debtors are represented by Morris S. Bauer, Esq. at Norris
McLaughlin & Marcus, in Bridgewater, New Jersey; Joseph R Zapata,
Jr., Esq., at Mellinger, Sanders & Kartzman, LLC; Gregory J Cannon,
Esq., at Berger & Bornstein, LLC; and Elizabeth K. Holdren, Esq.,
at Hill Wallack.
Frank Pina was duly appointed as the Chapter 11 Examiner in the
case. The Examiner hired Trenk DiPasquale Della Fera & Sodono,
P.C., as attorney.
SANTA FE DIOCESE: Announces 20 Layoffs in Several Divisions
-----------------------------------------------------------
Dillon Mullan of Santa Fe New Mexican reports that the bankrupt
Archdiocese of Santa Fe has announced 20 layoffs across several
divisions.
While the archdiocese filed for bankruptcy in 2018 in the wake of
clergy sex abuse trials that began in the 1990s, revenues have
taken a hit during the coronavirus pandemic as public health orders
have halted or limited in-person church services.
"We always knew entering Chapter 11 bankruptcy was not going to be
easy," Archbishop John C. Wester said in a letter sent to
parishioners last week. "Some of those leaving have been with us
for well over 30 years."
Last October 2020, a committee of lawyers filed two complaints in
U.S. Bankruptcy Court for the District of New Mexico accusing the
archdiocese of fraudulently transferring $60 million in property
and $170 million in land and financial assets to individual
parishes in order to shield the assets from creditors.
Larry Brito, pastor at St. Anne Parish by Agua Fría Street, has
been celebrating Mass in the church parking lot this fall. He said
the archdiocese receives 12.5 percent of the money collected during
Mass every Sunday.
"It's a snowball effect with the coronavirus, the bankruptcy
filings hitting and all the financial struggles of the pandemic,"
Brito said. "The archdiocese depends on collections. That's really
a main source of income, and when there's no Mass, they're not
collecting any money."
The layoffs, which will be implemented Friday, November 27, 2020,
and impact the Office of the Archbishop, Office of the Vicar
General, Office of the Chancellor, Pastoral Ministries, general
services and communications division, include the secretary of
religious education and the director of People of God magazine,
which will no longer be published after 38 years.
In the letter, Wester said he will form a diverse task force to
advise him going forward.
"This task force … will reflect all the people of God as they
assist me in forging a path forward for our local church," Wester
wrote. "We will move forward with hope and determination as we
begin a new chapter in our lives of faith here in the Southwest."
About the Archdiocese of Santa Fe
The Roman Catholic Church of the Archdiocese of Santa Fe --
https://www.archdiosf.org/ -- is an ecclesiastical territory or
diocese of the southwestern region of the United States in the
state of New Mexico. At present, the Archdiocese of Santa Fe covers
an area of 61,142 square miles. There are 93 parish seats and 226
active missions throughout this area.
The Archdiocese of Santa Fe sought Chapter 11 protection (Bankr.
D.N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child abuse
claims. It reported total assets of $49,184,579 and total
liabilities of $3,700,000 as of the bankruptcy filing.
Judge David T. Thuma oversees the case.
The archdiocese tapped Elsaesser Anderson, Chtd. and Walker &
Associates, P.C., as bankruptcy counsel; Stelzner, Winter,
Warburton, Flores, Sanchez & Dawes, P.A as special counsel; and
REDW, LLC as accountant.
SBP HOLDING: S&P Withdraws 'B-' Issuer Credit Rating
----------------------------------------------------
S&P Global Ratings withdrew its 'B-' issuer credit rating on SBP
Holding L.P. at the company's request. At the time of the
withdrawal, S&P's ratings on the company were on CreditWatch with
negative implications.
At the same time, S&P withdrew its 'B-' and 'CCC' issue-level
ratings on SEI Holding I Corp.'s first- and second-lien facilities,
respectively.
SCHLETTER INC: Court Confirms Plan of Liquidation
-------------------------------------------------
The United States Bankruptcy Court for the Western District of
North Carolina has confirmed and approved the Amended Combined
Disclosure Statement and Joint Chapter 11 Plan of Liquidation of
Schletter Inc.
Holders of Claims in Class 3 (General Unsecured Claims) have voted
to accept the Plan in the numbers and amounts required by section
1126(d) of the Bankruptcy Code.
Class 3 General Unsecured Creditors will recover 0% to 9% under the
Plan.
Pursuant to the Plan Settlement and the Distribution Calculation,
Holders of Allowed Administrative Expense Claims will receive the
Debtor Net Distributable Assets on the Effective Date and the first
$500,000 of net litigation recoveries received by the Plan
Administrator after the payment of certain expenses. Holders of
Allowed Priority Tax Claims, Holders of Allowed Priority Non-Tax
Claims and Holders of Allowed Unsecured Claims would not receive
any recovery until all Allowed Administrative Expense Claims are
paid in full under the Bankruptcy Code's priority scheme. Under
this Plan, Holders of Allowed Priority Tax Claims and Holders of
Allowed Priority Non-Tax Claims will share 65 percent of the second
$500,000 of net litigation recoveries with the Holders of Allowed
Administrative Expense Claims, with the remaining 35 percent to be
distributed to Holders of Allowed Unsecured Claims. Amounts
payable to Holders of Allowed Administrative Expense Claims,
Allowed Priority Tax Claims and Allowed Priority Non-Tax Claims
will be split with 80% paid to Holders of Allowed Administrative
Expense Claims and 20% to Holders of Allowed Priority Tax Claims
and Holders of Allowed Priority Non-Tax Claims.
Any net litigation recoveries in excess of $1 million will be
divided with 50% to be distributed to Holders of Allowed
Administrative Expense Claims, Allowed Priority Tax Claims and
Allowed Priority Non-Tax Claims and 50% to Holders of Allowed
Unsecured Claims. Amounts payable to Holders of Allowed
Administrative Expense Claims, Allowed Priority Tax Claims and
Allowed Priority Non-Tax Claims will again be split with 80% paid
to Holders of Allowed Administrative Expense Claims and 20% paid to
Holders of Allowed Priority Tax Claims and Holders of Allowed
Priority Non-Tax Claims.
No objections to the Disclosure Statement or the Plan were filed
in the Chapter 11 case.
A copy of the Plan Confirmation Order is available at:
https://www.pacermonitor.com/view/JVLK4UI/Schletter_Inc__ncwbke-18-40169__0470.0.pdf
A copy of the Plan and Disclosure Statement is available at:
https://www.pacermonitor.com/view/2OWDGNY/Schletter_Inc__ncwbke-18-40169__0416.0.pdf
Counsel for Debtor:
Hillary Crabtree
MOORE & VAN ALLEN, PLLC
100 N. Tryon Street, Suite 4700
Charlotte, NC 28202
Telephone: (704) 331-3571
Facsimile: (704) 339-5968
Email: hillarycrabtree@mvalaw.com
About Schletter Inc.
Schletter Inc. -- https://www.schletter.us/ -- is a Shelby,
N.C.-based manufacturer of photovoltaic mounting systems made of
aluminum and steel for utility-scale, commercial, and residential
PV applications. The Debtor is part of the Schletter Group that
manufactures mounting systems for roofs, facades and open areas
(solar farms) as well as solar carports. With production
facilities in Germany, the USA and China as well as an
international network of distribution and service companies, the
Schletter Group is active in all important international markets.
Schletter filed a Chapter 11 petition (Bankr. W.D.N.C. Case No.
18-40169) on April 24, 2018. In the petition signed by Russell
Schmit, president and chief executive officer, the Debtor
estimated
$10 million to $50 million in both assets and liabilities.
The Hon. Craig J. Whitley presides over the case.
The Debtor has tapped Moore & Van Allen PLLC as its legal counsel
and Prime Clerk LLC as its claims and noticing agent.
On May 10, 2018, the court appointed an official committee of
unsecured creditors upon recommendation by the Bankruptcy
Administrator for the Western District of North Carolina. The
committee tapped Lowenstein Sandler LLP as its bankruptcy counsel
and JD Thompson Law as local counsel.
SHD LLC: Case Summary & 2 Unsecured Creditors
---------------------------------------------
Debtor: SHD, LLC
213 Rolling Thunder Lane
Staunton, VA 24401
Chapter 11 Petition Date: November 30, 2020
Court: United States Bankruptcy Court
Western District of Virginia
Case No.: 20-50831
Judge: Hon. Rebecca B. Connelly
Debtor's Counsel: Michael E. Hastings, Esq.
WOODS ROGERS PLC
10 S. Jefferson Street, Suite 1400
Roanoke, VA 24011
Tel: 540-983-7568
Fax: 540-322-3417
Email: mhastings@woodsrogers.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert E. Ladd, manager.
A copy of the petition containing, among other items, a list of the
Debtor's two unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/IYAN7UQ/SHD_LLC__vawbke-20-50831__0001.0.pdf?mcid=tGE4TAMA
SHOOT THE MOON: CapCall, Trustee Bids for Summary Judgment Junked
-----------------------------------------------------------------
Bankruptcy Judge Whitman L. Holt denied the partial summary
judgment motions filed by parties in the case captioned In re: CAP
CALL, LLC, Plaintiff and Counterclaim-defendant, v. JEREMIAH J.
FOSTER, Defendant and Counterclaim-plaintiff, Adv. Proc. No.
2:17-ap-00028-WLH (Bankr. D. Mont.).
Judge Holt held that neither CapCall nor Foster, the chapter 11
Trustee, is entitled to summary judgment on any issue. At this
stage, it is premature for the court to decide which state's law
should apply.
Among other issues raised, the Trustee and CapCall, LLC dispute
whether certain financial transactions should be classified as
loans or as true sales of receivables. Both sides appear confident
in their positions and have accordingly cross-moved for partial
summary judgment regarding this issue.
Various entities that were predecessors of debtor Shoot the Moon in
the main bankruptcy case operated restaurants in Idaho, Montana,
and Washington. When these Shoot the Moon entities needed further
financing, several engaged in transactions with merchant cash
advance companies, including CapCall. At least 12 transactions were
consummated between Shoot the Moon entities and CapCall, the terms
of which are set forth in written Merchant Agreements and
associated documents (including confessions of judgment, personal
guaranties by Shoot the Moon's principal, and UCC-1 financing
statements).
The economic core of these transactions was that CapCall provided
the Shoot the Moon entities with immediate cash (and hence
liquidity to operate their business) upon closing of each
transaction. In exchange, CapCall received an agreed portion of
future receivables generated through the Shoot the Moon entities'
operation of the restaurants. The amounts promised to CapCall
exceeded the amount of cash CapCall paid the Shoot the Moon
entities, which created possible profit for CapCall and represented
the cost to the Shoot the Moon entities of obtaining financing in
this fashion. Before the Shoot the Moon bankruptcy filing, CapCall
received payments as a result of these transactions but claims it
did not receive all monies promised.
Some funds that the Shoot the Moon entities received before the
petition date but did not pay to CapCall are currently deposited in
a restricted account. Some of the amounts that the debtor received
after the petition were apparently utilized during the bankruptcy
case.
CapCall's operative complaint sought declaratory relief that
CapCall owns the balance of the restricted account, judgment
against the Trustee for converting the post-petition receipts, and
other miscellaneous fees, costs, and interest components.
The Trustee's answer includes various counterclaims against
CapCall, including seeking declaratory relief regarding the
applicable state law governing the transactions at issue and that
these transactions amounted to disguised loans, avoidance and
recovery of allegedly voidable transfers, and remedies stemming
from CapCall allegedly charging usurious interest rates.
The present dispute began with CapCall's motion requesting partial
summary judgment regarding (i) choice-of-law issues, (ii) the
classification of CapCall's transactions with the Shoot the Moon
entities as sales or loans, and (iii) the Trustee's avoidance
action counterclaims. The Trustee opposed CapCall's motion and
cross-moved for partial summary judgment regarding the first two
issues.
After reviewing the materials filed by CapCall and the Trustee in
the light most favorable to the respective nonmoving party, the
court ultimately concluded that (i) it is inappropriate and
unnecessary at this stage to determine any choice-of-law issue and
(ii) there are genuine disputes of material of fact precluding
summary judgment regarding the substantive issues presently before
the court.
The court perceived no material difference in particular states'
laws regarding the substantive issues presently before the court
(i.e., whether the transactions between CapCall and the Shoot the
Moon entities were so plainly true sales or loans such that one
side is entitled to summary judgment). Nor do the parties -- each
citing case law from assorted jurisdictions -- clearly frame any
outcome-determinative difference.
Because the outcome remains the same regardless of which state's
law applies, the court declined to make a general choice-of-law
determination at this juncture in the litigation and, therefore,
denied the cross-motions for partial summary judgment requesting
such a determination.
Likewise, the court could decide whether these transactions
constitute loans or true sales at the summary judgment stage.
Although the evidence supporting the Trustee's side of this issue
is much more robust, the court ultimately cannot resolve such a
highly factual question without development of a complete record at
trial. Because neither party is entitled to partial summary
judgment, the court denied both motions.
A copy of the Court's Memorandum dated Nov. 6, 2020 is available at
https://bit.ly/2UMTr6A from Leagle.com.
About Shoot The Moon
Shoot The Moon, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. D. Mont. Case No. 15-60979) on Oct. 21, 2015. Gary S.
Deschenes, Esq., at Deschenes & Associates, serves as the Debtor's
bankruptcy counsel.
Prior to the Petition Date, the Debtor, through approximately 19
separate entities operated 11 Chili's restaurants, 3 On the Border
restaurants, and two Moonshine Grill restaurants in the states of
Idaho, Montana, and Washington.
The Court appointed Jeremiah Foster as Chapter 11 Trustee.
STEIN MART: Files Motion Seeking Bankruptcy Plan Extension
----------------------------------------------------------
Mark Basch of Ax Daily Record reports that Stein Mart is seeking an
extension of its deadline to file a bankruptcy reorganization plan.
After creditor concerns, the Jacksonville-based fashion retailer
wants to move the deadline from Dec. 10, 2020 to Jan. 18, 2021.
Stein Mart filed the motion in bankruptcy court Dec. 1, 2020 asking
for more time to file its Chapter 11 reorganization plan.
According to the motion, Stein Mart had exclusive rights to file a
plan until Dec. 10, 2020, but it wants to extend that deadline to
Jan. 18, 2021.
After filing the petition, Stein Mart closed its 281 stores and
shut down most of its operations but it still needs to file a plan
to pay off creditors.
The motion said Stein Mart circulated a draft plan to creditors
Nov. 5, 2020 but the Committee of Creditors Holding Unsecured
Claims had concerns with it. The committee is working with the
company to resolve those concerns and supports the time extension,
the motion said.
"The Debtors and Committee believe that a consensual Plan,
supported by the Committee, if possible, will be in the best
interest of the Debtors' estates and all creditors," it said.
About Stein Mart Inc.
Stein Mart, Inc. (NASDAQ: SMRT) -- http://www.SteinMart.com/-- is
a national specialty omni off-price retailer offering designer and
name-brand fashion apparel, home decor, accessories and shoes at
everyday discount prices. Stein Mart provides real value that
customers love every day. The company operates 281 stores across
30 states.
Stein Mart Inc. and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 20-02387 to
20-02389) on Aug. 12, 2020. As of May 2, 2020, the Debtors had
total assets of $757.6 million and total liabilities of $791.2
million.
Judge Jerry A. Funk oversees the cases.
The Debtors tapped Foley & Lardner LLP as their legal counsel,
Clear Thinking Group LLC as financial advisor, and Stretto as
claims and noticing agent.
TAILORED BRANDS: Emerges From Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Reuters reports that Tailored Brands said on Tuesday, December 1,
2020, it has emerged from bankruptcy protection following a
financial restructuring process that helped the U.S. men’s
fashion retailer eliminate $686 million of debt from its balance
sheet.
The Houston-based company in August 2020 filed for Chapter 11
bankruptcy, joining a list of brick-and-mortar retailers succumbing
to the hit from the COVID-19 pandemic.
It confirmed a restructuring plan last month that consisted of a
$430 million lending facility.
Tailored Brands said on Tuesday, December 1, 2020, it now operates
with a capital structure that includes an exit term loan of $365
million, which it expects will support its ongoing operations and
strategic initiatives.
The company in July 2020 announced plans to cut its workforce by
20% and shut as many as 500 stores, in response to the impact of
the pandemic.
About Tailored Brands Inc.
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, Tailored Brands
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). 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; Deloitte &
Touche LLP as auditor, and A&G Realty Partners, LLC as the real
estate consultant and advisor. Prime Clerk LLC is the claims
agent.
TARONIS FUELS: Has $5.2M Net Loss for Quarter Ended Sept. 30
------------------------------------------------------------
Taronis Fuels, Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $5,159,000 on $9,662,000 of sales revenue
for the three months ended Sept. 30, 2020, compared to a net loss
of $2,210,000 on $5,360,000 of sales revenue for the same period in
2019.
At Sept. 30, 2020, the Company had total assets of $76,322,000,
total liabilities of $36,799,000, and $39,524,000 in total
stockholders' equity.
Taronis Fuels said, "As of September 30, 2020, the Company had cash
of approximately US$0.2 million and reported a net loss for the
third quarter of US$5.2 million. In addition, the Company reported
a year to date net loss of approximately US$7.5 million and has
used cash in operations of approximately US$4.9 million for the
period ended September 30, 2020. As of September 30, 2020, the
Company had negative working capital of approximately US$5 million.
The Company utilizes cash in its operations of approximately
US$0.5 million per month. These factors indicate that there is
substantial doubt about the Company's ability to continue as a
going concern within one year from the issuance date of these
financial statements.
"The ability of the Company to continue as a going concern is
dependent upon its ability to further implement its business plan
and generate sufficient revenue from operations, and its ability to
raise additional funds by way of a public or private offering or
other financing arrangements through the use of indebtedness.
Historically, the Company has financed its operations through
equity and debt financing transactions, but we reasonably believe
we have a clear path to future profitability, despite the
likelihood we will incur operating losses in the foreseeable
future. The Company's plans and expectations for the next 12
months include raising additional capital to help fund expansion of
its commercial operations through the use of indebtedness.
"In October 2020, the Company closed a private placement offering
of its restricted common stock providing the Company gross proceeds
of US$10.9 million and entered into a US$10 million loan and
security agreement. In addition, in November 2020, the Company
closed a private placement offering of its restricted common stock
providing the Company gross proceeds of US$10.4 million. These
transactions provide the Company with access to additional capital
to fund its operations and the Company believes these transactions
will help the Company continue as a going concern.
"The condensed consolidated financial statements do not include any
adjustments relating to the recoverability and classification of
asset amounts or the classification of liabilities that might be
necessary should the Company be unable to continue as a going
concern. If these sources do not provide the capital necessary to
fund the Company's operations during the next twelve months from
the date of this Report, the Company may need to curtail certain
aspects of its operations or expansion activities, consider the
sale of its assets, or consider other means of financing. The
Company can give no assurance that it will be successful in
implementing its business plan and obtaining financing on terms
advantageous to the Company or that any such additional financing
would be available to the Company. These condensed consolidated
financial statements do not include any adjustments from this
uncertainty. The Company's management has determined the foregoing
factors regarding its liquidity 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://bit.ly/2Vrhs3O
Taronis Fuels, Inc. operates as a renewable fuel and power
generation company in the United States. It manufactures, sells,
and distributes MagneGas, which is a metal cutting fuel. The
company sells and distributes a line of industrial gases and
welding equipment and services to a range of end users, including
metalworking, manufacturing, utility power plants, medical,
agriculture, transportation, repair, demolition, salvage, and other
industries. It operates 28 industrial gas retail locations. Taronis
Fuels, Inc. was founded in 2017 and is headquartered in Peoria,
Arizona.
TAURIGA SCIENCES: Management Says Going Concern Doubt Exists
------------------------------------------------------------
Tauriga Sciences, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $642,869 on $75,360 of revenues for the
three months ended Sept. 30, 2020, compared to a net loss of
$621,468 on $69,723 of revenues for the same period in 2019.
At Sept. 30, 2020, the Company had total assets of $1,027,901,
total liabilities of $948,417, and $79,484 in total stockholders'
equity.
The Company said that management has determined that there is
substantial doubt about the Company’s ability to continue as a
going concern.
The Company further stated, "Additionally, even if the Company does
raise sufficient capital to support its operating expenses and
generate adequate revenues in the short term, there can be no
assurances that the revenues will be sufficient to enable it to
develop business to a level where it will generate profits and cash
flows from operations to achieve profitability thereby eliminating
its reliance on alternative sources of funding. Although
management believes that the Company continues to strengthen its
financial position over time, there is still no guarantee that
profitable operations with sufficient cashflow to sustain
operations can or will be achieved without the need of alternative
financing, which is limited. These matters still raise significant
doubt about the Company's ability to continue as a going concern as
determined by management. The Company believes that there is
uncertainty with respect to continuing as a going concern until the
operating business can achieve sufficient sales to maintain
profitable operations and sustain cash flow to operate the Company
for a period of twelve months. In the event the Company does need
to raise additional capital to fund operations or engage in a
transaction, failure to raise adequate capital and generate
adequate sales revenues could result in the Company having to
curtail or cease operations.
"Even if the Company does raise sufficient capital to support its
operating expenses, acquire new license agreements or ownership
interests in life science companies and generate adequate revenues,
or the agreements entered into recently are successful, there can
be no assurances that the revenues will be sufficient to enable it
to develop business to a level where it will generate profits and
cash flows from operations. These matters raise substantial doubt
about the Company's ability to continue as a going concern as
determined by management.
"In an effort to support the Company's future capital needs, on
January 21, 2020, the Company entered into a US$5,000,000 equity
line financing agreement with Tangiers, as well as a registration
right agreement related thereto. The financing is over a maximum
of 36 months. Pursuant to the Registration Rights Agreement, a
maximum of 76,000,000 shares of our common stock, par value
US$.00001 per share that we may sell to Tangiers from time to time
will be registered by us on Form S-1 with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
for this financing. As a result of the Company's Collaboration
Agreement with Aegea, whereby seventy percent (70%) of the Net
Proceeds from the sale of the initial 10,000,000 shares of stock of
Tauriga using the ELOC were transferred to and invested in Aegea
for the purchase of common stock of Aegea, and forty percent (40%)
as amended August 10, 2020 of all subsequent Net Proceeds, this
arrangement will provide less capital to ongoing operations.
Additionally, the Company has excluded 4,000,000 shares under this
agreement to cover liabilities and expenses related to the
establishment and maintenance of this agreement. As of September
30, 2020, the Company has issued 2,750,000 of the excluded
4,000,000 shares."
A copy of the Form 10-Q is available at:
https://bit.ly/2VsMpEs
Tauriga Sciences, Inc., is a Florida corporation, with its
principal place of business being located at 555 Madison Avenue,
fifth floor, New York, NY 10022. The Company has, over time, moved
into a diversified life sciences technology company, with its
mission to operate a revenue generating business, while continuing
to evaluate potential acquisition candidates operating in the life
sciences technology space.
TECHNICAL COMMUNICATIONS: Has $482K Net Loss for June 27 Quarter
----------------------------------------------------------------
Technical Communicationsnew Corporation filed its quarterly report
on Form 10-Q, disclosing a net loss of $482,478 on $598,730 of net
revenue for the three months ended June 27, 2020, compared to a net
loss of $325,965 on $1,234,662 of net revenue for the same period
ended June 29, 2019.
At June 27, 2020, the Company had total assets of $2,912,379, total
liabilities of $1,975,371, and $937,008 in total stockholders'
equity.
Technical Communications said, "The Company has suffered recurring
losses from operations and had an accumulated deficit of
US$3,479,000 at June 27, 2020. These factors raise substantial
doubt about the Company's ability to continue as a going concern
within one year from the issuance date of the unaudited
consolidated financial statements included in this Quarterly
Report. The unaudited consolidated financial statements do not
include any adjustments to reflect the substantial doubt about the
Company's ability to continue as a going concern.
"We anticipate that our principal sources of liquidity will only be
sufficient to fund our activities to December 2020. In order to
have sufficient cash to fund our operations beyond that point, we
will need to secure new customer contracts, raise additional equity
or debt capital and/or reduce expenses, including payroll and
payroll-related expenses.
"In order to have sufficient capital resources to fund operations
beyond the temporary relief provided by the CARES Act loan, the
Company has been working diligently to secure several large orders
with new and existing customers. The receipt of orders is
difficult to predict due to the impact of the COVID-19 pandemic on
our customers, as many have had to delay orders as a result of
their operations being reduced or shut down. While TCC closed its
facility due to health and safety concerns, it reopened in June
2020 with a majority of employees returning to work onsite.
Nonetheless, any sustained period of disruption in either our
customers' operations or those of the Company would have a material
adverse impact on sales activity and revenue.
"We are also pursuing raising debt or equity capital, although we
cannot provide assurances we will be able to do so on acceptable
terms or at all, especially in light of the tightening of the
credit markets and volatility of the capital markets as a result of
the coronavirus.
"Should we be unsuccessful in these efforts, we would be forced to
implement headcount reductions, employee furloughs and/or reduced
hours for certain employees or cease operations completely."
A copy of the Form 10-Q is available at:
https://bit.ly/2VnFUmq
Technical Communications Corporation designs, develops,
manufactures, distributes, markets, and sells communications
security devices, systems, and services worldwide. The company
primarily provides voice, data, and fax, and voice networks. It
sells directly to customers, original equipment manufacturers, and
value-added resellers using its in-house sales force, as well as
domestic and international representatives, consultants, and
distributors. Technical Communications Corporation was founded in
1961 and is headquartered in Concord, Massachusetts.
TELKONET INC: Has $677,000 Net Loss for Quarter Ended Sept. 30
--------------------------------------------------------------
Telkonet, Inc. filed its quarterly report on Form 10-Q, disclosing
a net loss (attributable to common stockholders) of $676,755 on
$2,239,971 of total net revenue for the three months ended Sept.
30, 2020, compared to a net loss (attributable to common
stockholders) of $753,869 on $2,198,643 of total net revenue for
the same period in 2019.
At Sept. 30, 2020, the Company had total assets of $7,243,422,
total liabilities of $5,057,480, and $2,185,942 in total
stockholders' equity.
The Company said, "Since inception through September 30, 2020, we
have incurred cumulative losses of US$127,384,892 and have never
generated enough cash through operations to support our business.
For the nine-month period ended September 30, 2020, we had a cash
flow deficit from operations of US$795,754. The Company has made
significant investments in the engineering, development and
marketing of an intelligent automation platform, including but not
limited to, hardware and software enhancements, support services
and applications. The funding for these development efforts has
contributed to, and continues to contribute to, the ongoing
operating losses and use of cash. Operating losses have been
financed by debt and equity transactions, Credit Facility capacity,
the sale of a wholly-owned subsidiary, and the management of
working capital levels. The report from our previous independent
registered public accounting firm on our consolidated financial
statements for the year ended December 31, 2019 stated there is
substantial doubt about our ability to continue as a going concern.
The Company's ability to continue as a going concern is dependent
upon generating profitable operations in the future and obtaining
the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due."
A copy of the Form 10-Q is available at:
https://bit.ly/2VqyXRF
Telkonet, Inc., formed in 1999 and incorporated under the laws of
the state of Utah, is the creator of the EcoSmart Platform of
intelligent automation solutions designed to optimize energy
efficiency, comfort and analytics in support of the emerging
Internet of Things ("IoT"). The platform is deployed primarily in
the hospitality, educational, governmental and other commercial
markets, and is specified by engineers, HVAC professionals,
building owners, and building operators. We currently operate in a
single reportable business segment.
TERRA TECH: Posts $18.3M Net Loss for Quarter Ended Sept. 30
------------------------------------------------------------
Terra Tech Corp. filed its quarterly report on Form 10-Q,
disclosing a net loss of $18,299,000 on $3,053,000 of total
revenues for the three months ended Sept. 30, 2020, compared to a
net loss of $8,923,000 on $5,477,000 of total revenues for the same
period in 2019.
At Sept. 30, 2020, the Company had total assets of $77,362,000,
total liabilities of $42,206,000, and $35,156,000 in total
stockholders' equity.
The Company said, "In an effort to achieve liquidity that would be
sufficient to meet all of our commitments, we have undertaken a
number of actions, including minimizing capital expenditures, and
reducing recurring expenses. However, we believe that even after
taking these actions, we may not have sufficient liquidity to
satisfy all of our future financial obligations. The risks and
uncertainties surrounding the timing of the close of our pending
asset sales in Nevada, our limited capital resources, and the weak
industry conditions stemming from the COVID-19 pandemic that are
impacting our business raise substantial doubt as to our ability to
continue as a going concern."
A copy of the Form 10-Q is available at:
https://bit.ly/3g631eY
Terra Tech Corp. operates as a vertically integrated
cannabis-focused agriculture company. The Company was founded in
2010 and is headquartered in Irvine, California.
THERAPEUTICSMD INC: Discloses Substantial Doubt on Going Concern
----------------------------------------------------------------
TherapeuticsMD, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $32,611,074 on $19,342,805 of net total
revenue for the three months ended Sept. 30, 2020, compared to a
net loss of $31,966,593 on $23,719,741 of net total revenue for the
same period in 2019.
At Sept. 30, 2020, the Company had total assets of $177,290,800,
total liabilities of $293,324,319, and $116,033,519 in total
stockholders' deficit.
The Company said, "As of the filing date of this Quarterly Report
on Form 10-Q, our cash balance was above the US$60 million balance
as required by the Financing Agreement.
"On November 8, 2020, we and our subsidiaries entered into
Amendment No. 6 to the Financing Agreement, or Amendment No. 6,
with the Administrative Agent (as defined in Note 9 - Debt) and the
lenders party thereto, pursuant to which we temporarily lowered the
minimum required cash balance from US$60 million to US$45 million
through December 31, 2020. After December 31, 2020, the minimum
cash balance will revert to US$60 million. Based on our current
projections, we will need to raise additional capital to remain in
compliance with this minimum cash balance covenant for the next
twelve months from the issuance of these financial statements.
"In order to address our projected capital needs, we are pursuing
various equity financing and other alternatives including the sale
of a controlling interest in vitaCare Prescription Services for
which we commended a sale process and received initial indications
of interest. The equity financing alternatives may include the
private placement of equity, equity-linked, or other similar
instruments or obligations with one or more investors, lenders, or
other institutional counterparties or an underwritten public equity
or equity-linked securities offering. Our ability to sell equity
securities may be limited by market conditions. To the extent that
we raise additional capital through the sale of such securities,
the ownership interests of our existing stockholders will be
diluted, and the terms of these new securities may include
liquidation or other preferences that adversely affect the rights
of our existing stockholders.
"Along with considering additional financings, we have reviewed
numerous potential scenarios in connection with the impact of
COVID-19 on our business including the impact of the recent steps
we have taken to reduce our operating expenses in response. Based
on our analysis, we believe that our existing cash reserves along
with potential proceeds from the sale of certain non-core assets of
the Company and proceeds from potential future financings, if
available to us, would be sufficient to meet our cash needs arising
in the ordinary course of business for the next twelve months from
the date of this Quarterly Report on Form 10-Q.
"However, if we are unsuccessful with future financings and if the
successful commercialization of IMVEXXY, BIJUVA, or ANNOVERA is
delayed, or the continued impact of the COVID-19 pandemic on our
business is worse than we anticipate, our existing cash reserves
would be insufficient to maintain compliance with the Financing
Agreement covenants or satisfy our liquidity requirements until we
are able to successfully commercialize IMVEXXY, BIJUVA, and
ANNOVERA. The presence of these projected factors in conjunction
with the uncertainty of the capital markets raises substantial
doubt about the Company's ability to continue as a going concern
for the next twelve months from the issuance of these financial
statements."
A copy of the Form 10-Q is available at:
https://bit.ly/2VofYHt
TherapeuticsMD, Inc., is a women's healthcare company with a
mission of creating and commercializing innovative products to
support the lifespan of women from pregnancy prevention through
menopause. Its solutions range from a patient-controlled,
long-lasting contraceptive to advanced hormone therapy
pharmaceutical products. It also manufactures and distributes
branded and generic prescription prenatal vitamins under the
vitaMedMD and BocaGreenMD brands.
THERMOGENESIS HOLDINGS: Has $2.6M Net Loss for Sept. 30 Quarter
---------------------------------------------------------------
ThermoGenesis Holdings, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $2,609,000 on $2,355,000 of net
revenues for the three months ended Sept. 30, 2020, compared to a
net loss of $2,373,000 on $4,058,000 of net revenues for the same
period in 2019.
At Sept. 30, 2020, the Company had total assets of $17,289,000,
total liabilities of $13,987,000, and $3,302,000 in total equity.
ThermoGenesis Holdings said, "At September 30, 2020, the Company
had cash and cash equivalents of US$4,436,000 and working capital
of US$7,056,000. The Company has incurred recurring operating
losses and as of September 30, 2020 had an accumulated deficit of
US$250,434,000. These recurring losses raise substantial doubt
about the Company's ability to continue as a going concern within
one year from the filing of this report. The Company may need to
raise additional capital to grow its business, fund operating
expenses and make interest payments. The Company's ability to fund
its cash needs is subject to various risks, many of which are
beyond its control. The Company may seek additional funding
through debt borrowings, sales of debt or equity securities or
strategic partnerships. The Company cannot guarantee that such
funding will be available on a timely basis, in needed quantities
or on terms favorable to the Company, if at all."
A copy of the Form 10-Q is available at:
https://bit.ly/39FdbC9
ThermoGenesis Holdings, Inc., develops, commercializes, and markets
a range of automated technologies for cell-based therapies in the
United States, China, rest of Asia, Europe, and internationally.
The company operates through two segments, Clinical Development and
Device. The company was formerly known as Cesca Therapeutics Inc.
and changed its name to ThermoGenesis Holdings, Inc. in November
2019. ThermoGenesis Holdings, Inc. was founded in 1986 and is
headquartered in Rancho Cordova, California.
TOUCHPOINT GROUP: Reports $775K Net Loss for Sept. 30 Quarter
-------------------------------------------------------------
Touchpoint Group Holdings, Inc. filed its quarterly report on Form
10-Q, disclosing a net loss of $775,000 on $100,000 of revenue for
the three months ended Sept. 30, 2020, compared to a net loss of
$3,922,000 on $82,000 of revenue for the same period in 2019.
At Sept. 30, 2020, the Company had total assets of $4,144,000,
total liabilities of $3,348,000, and $191,000 in total
stockholders' equity.
Touchpoint Group said, "Historically, the Company has incurred net
losses and negative cash flows from operations which raise
substantial doubt about the Company's ability to continue as a
going concern. The Company has principally financed these losses
from the sale of equity securities and the issuance of debt
instruments.
"The Company will be required to raise additional funds through
various sources, such as equity and debt financings. While the
Company believes it is probable that such financings could be
secured, there can be no assurance the Company will be able to
secure additional sources of funds to support its operations, or if
such funds are available, that such additional financing will be
sufficient to meet the Company's needs or on terms acceptable to
us."
A copy of the Form 10-Q is available at:
https://bit.ly/2JyUbKy
About Touchpoint Group Holdings
Touchpoint Group Holdings Inc. (http://touchpointgh.com),formerly
known as One Horizon Group, Inc., is a media and digital technology
acquisition and software company, which owns Love Media House, a
full-service music production, artist representation and digital
media business. The Company also holds a majority interest in
123Wish, a subscription-based, experience marketplace, as well as
majority interest in Browning Productions & Entertainment, Inc., a
full-service digital media and television production company.
TOWN SPORTS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Town Sports International, LLC.
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, Town
Sports 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.
The Debtors have tapped Kirkland & Ellis and Young Conaway Stargatt
& Taylor, LLP as their bankruptcy counsel, and Houlihan Lokey, Inc.
as their financial advisor and investment banker. Epiq Corporate
Restructuring, LLC serves as claims and noticing agent and
administrative advisor.
On Sept. 24, 2020, the U.S. Trustee appointed a committee of
unsecured creditors in the Debtors' Chapter 11 cases. Cole Schotz
P.C. and Berkeley Research Group, LLC serve as the committee's
legal counsel and financial advisor, respectively.
TRANSENTERIX INC: Posts $15.1M Net Loss for Sept. 30 Quarter
------------------------------------------------------------
TransEnterix, Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $15,082,000 on $814,000 of total revenue
for the three months ended Sept. 30, 2020, compared to a net loss
of $97,771,000 on $2,024,000 of total revenue for the same period
in 2019.
At Sept. 30, 2020, the Company had total assets of $80,144,000,
total liabilities of $17,975,000, and $62,169,000 in total
shareholders' equity.
The Company said, "At September 30, 2020, we had cash and cash
equivalents, excluding restricted cash, of approximately US$20.0
million. The Company believes that its existing cash and cash
equivalents together with cash to be received from operating
activities and realization of other current assets, will be
sufficient to meet its anticipated cash needs into the second
quarter of 2021. The ability of the Company to continue to secure
needed financing until it becomes profitable raises substantial
doubt about the Company's ability to continue as a going concern
during the one year after the date that these financial statements
are issued."
A copy of the Form 10-Q is available at:
https://bit.ly/2JCH7DE
TransEnterix, Inc., is a medical device company that is digitizing
the interface between the surgeon and the patient in laparoscopy to
increase control and reduce surgical variability in today’s
value-based healthcare environment. The Company is focused on the
market development for and commercialization of the Senhance®
Surgical System, which digitizes laparoscopic minimally invasive
surgery, or MIS. The Senhance System is the first and only digital,
multi-port laparoscopic platform designed to maintain laparoscopic
MIS standards while providing digital benefits such as haptic
feedback, robotic precision, comfortable ergonomics, advanced
instrumentation including 3 millimeter microlaparoscopic
instruments, eye-sensing camera control and reusable standard
instruments to help maintain per-procedure costs similar to
traditional laparoscopy. The Senhance System is also the first
machine-vision system in robotic surgery which is powered by the
new Intelligent Surgical Unit™ (ISU™) that enables augmented
intelligence in surgery.
TRANSFORMATION TECH: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Transformation Tech Investors, Inc.
About Transformation Tech Investors
Transformation Tech Investors, Inc., is a managed services provider
delivering business security systems, managed network services,
managed voice over IP, and business intelligence solutions to
distributed enterprises.
Transformation Tech Investors, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-12970) on
Nov. 11, 2020. At the time of the filing, the Debtor had estimated
assets of between $100,000 and $500,000 and liabilities of between
$100 million and $500 million.
The Debtor tapped Richards, Layton & Finger, P.A. as its legal
counsel, Imperial Capital LLC as financial advisor, and Reliable
Companies as claims and noticing agent and administrative advisor.
TRANSOCEAN LTD: Bonds Rose After It Addresses Default Claims
------------------------------------------------------------
Allison McNeely of Bloomberg News reports that Transocean Ltd.
bonds were some of the biggest gainers in the high-yield market
Tuesday, December 1, 2020, after the offshore driller said it cured
an alleged default on some of its debt.
The company's 11.5% notes due 2027 jumped as much as 8 cents on the
dollar to 59.5 cents, according to Trace data. Transocean had until
Dec. 1, 2020 to cure the default filed by creditors led by Whitebox
Advisors. The driller is still waiting on a ruling on its lawsuit
to dismiss the Whitebox claim.
About Transocean Ltd.
Transocean Ltd. is an international provider of offshore contract
drilling services for oil and gas wells. The company specializes in
technically demanding sectors of the global offshore drilling
business with a particular focus on ultra-deepwater and harsh
environment drilling services.
Transocean recorded a net loss of $1.25 billion for the year ended
Dec. 31, 2019, compared to a net loss of $2 billion for the year
ended Dec. 31, 2018. As of March 31, 2020, the Company had $23.45
billion in total assets, $1.59 billion in total current
liabilities, $10.38 billion in total long-term liabilities, and
$11.47 billion in total equity.
* * *
As reported by the TCR on April 29, 2020, S&P Global Ratings
lowered its issuer credit rating on Transocean Ltd. to 'CCC' from
'CCC+'. "The collapse in oil prices has led to a sharp drop in
demand for oilfield services, and we expect offshore activity to
take a substantial hit. The recent material drop in oil prices --
kicked off by the Saudi-Russian price war and worsened by the
unprecedented drop in demand as a result of the coronavirus
pandemic -- has led to sharp reductions in oil producers' capital
spending plans for 2020. This will significantly reduce demand for
the oilfield services sector. We expect offshore activity to be hit
particularly hard, given the higher costs, higher operating risk,
and longer payback periods for offshore projects relative to
onshore plays," S&P said.
TRUEMETRICS: Chase Objects to Amended Plan & Disclosures
--------------------------------------------------------
On Nov. 9, 2020, debtor TRUEMETRICS filed its Amended Chapter 11
Disclosure Statement and Subchapter V Plan.
JPMorgan Chase Bank, N.A., both a secured creditor, and an
unsecured creditor in the case, notes that Debtor's Disclosure
Statement and Plan fail to properly classify Chase's priority
Secured Loan as a Secured Claim. Instead, it appears Debtor has
improperly classified Chase's Secured Loan among the general
unsecured claims in the amount of $30,434. However, according to
Chase's records, its Secured Loan is in fact a secured claim on the
Debtor's assets, and should be treated a Secured Claim in the
Debtor's Plan. In addition, it does not appear that Chase's
Unsecured Cares Act Loan is provided for in the Debtor's current
Plan.
Chase now objects to Debtor's Amended Disclosure Statement and
Chapter 11 Plan.
"The Debtor executed the Secured Loan, which is secured by a
priority interest in all of Debtor's assets as noted in the
Security Agreement and related UCC-1S that were duly recorded in
2014. Thus, Chase is respectfully requesting Debtor amend the
Disclosure Statement and Plan to properly designate Chase's claim
as a Secured Claim, and not a general unsecured claim under the
Plan as is currently stated, with respect to the Secured Loan,"
Chase said.
A status conference/hearing on the Disclosure Statement was
scheduled for Nov. 10, 2020. The hearing has been continued to
Dec. 22, 2020 at 1:00 p.m.
About Truemetrics
Truemetrics, a provider of Internet marketing service in Alhambra,
Calif., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 20-14672) on May 21, 2020. At the time
of filing, the Debtor had estimated assets of between $100,000 and
$500,000 and liabilities of between $500,000 and $1 million.
Jaurigue Law Group is the Debtor's legal counsel.
TRUEMETRICS: Unsecureds Will Recover 10.6% in Subchapter V Plan
---------------------------------------------------------------
TRUEMETRICS filed its Amended Chapter 11 Disclosure Statement and
Subchapter V Plan on Nov. 9, 2020.
Class 4 General Unsecured Claims consists of "general" unsecured
claims, which will receive, over time, the estimated percentage of
their claims is 10.6%.
The Plan proponent believes it is feasible because, both on the
Effective Date and for the duration of the Plan, the proponent
estimates that Debtor will have sufficient cash to make all
distributions.
A full-text copy of the Disclosure Statement dated November 9,
2020, is available at https://tinyurl.com/y5muq96m from
PacerMonitor.com at no charge.
Attorney for Truemetrics:
MICHAEL J. JAURIGUE
RYAN A. STUBBE
JAURIGUE LAW GROUP
300 W. Glenoaks Blvd., Ste 300
Glendale, California 91202
Telephone: (818) 630-7280
Facsimile: (888) 879-1697
E-mail: michael@jlglawyers.com
ryan@jlglawyers.com
About Truemetrics
Truemetrics, a provider of Internet marketing service in Alhambra,
Calif., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 20-14672) on May 21, 2020. At the time
of filing, the Debtor had estimated assets of between $100,000 and
$500,000 and liabilities of between $500,000 and $1 million.
Jaurigue Law Group is the Debtor's legal counsel.
TTK RE ENTERPRISE: $130K Sale of Egg Harbor Property to Allen OK'd
------------------------------------------------------------------
Judge Jerrold N. Poslusny, Jr. of the U.S. Bankruptcy Court for the
District of New Jersey authorized TTK RE Enterprises, LLC's sale of
the residential property located at 313 Chicago Avenue, Egg Harbor
City, New Jersey to Kia M. Allen for $130,000, on the terms of
their Contract for Sale.
The sale is free and clear of any and all liens, security
interests, encumbrances and claims including, but not limited to ,
Federal Tax Lien against non-Debtor Emily K. Vu, Instrument No.
2019048118 dated Sept. 9, 2019 in the amount of $1,228 and recorded
on Sept. 27, 2019, Federal Tax Lien against non-Debtor(s) Emily K
Vu and David Phan, Instrument No. 2019048119 dated Sept. 9, 2019 in
the amount of $12,298 and recorded on Sept. 27, 2019, and Fox
Capital Judgment dated Aug. 9, 2019 in the amount of $193,708
against non-Debtor Emily K. Vu which appear on the Title Report.
At the time of closing the proceeds of the sale of the Property
will be paid as follows:
a. Normal costs attendant with closing on the sale of the
Property;
b. 5% of the Purchase Price ($6,500) commission to Century 21,
to be split equally with any participating broker in connection
with the sale of the Property; and
c. All remaining proceeds to Corevest American Finance Lender,
LLC on account of its Secured Claim secured by a mortgage against
the Property.
The stay of the Order granting the Motion under Bankruptcy Rule
6004(h) is waived for cause.
Notwithstanding anything else in the Order: (i) nothing therein
will be deemed to constitute Situs' consent to the sale of any
other properties of the Debtor, except the Property, and Situs
specifically reserves and does not waive any rights against the
Debtor or any other obligors who may be liable to Situs; (ii)
Situs' lien will attach in the same extent, validity and priority
to the sale proceeds of the Property as Situs' lien on the Property
without further action, filing or notice by Situs.
After closing the proceeds of the sale of the Property will be paid
to Situs or as may be otherwise agreed by the Title Company and
Situs without further order of the Court and applied as stated in
the Situs loan documents.
A hearing on the Motion was held on Nov. 24, 2020 at 11:00 a.m.
A copy of the Contract is available at https://tinyurl.com/y4uuuucx
from PacerMonitor.com free of charge.
About TTK RE Enterprise
TTK RE Enterprise LLC is a privately held company in Somers Point,
New Jersey. The Company is the 100% owner of 48 real estate
properties in New Jersey having a total current value of
$9,265,000.
TTK RE Enterprise sought Chapter 11 protection (Bankr. D.N.J. Case
No. 19-30460) on Oct. 29, 2019 in Camden, New Jersey. In the
petition signed by Emily K. Vu, president, the Debtor disclosed
total assets of $9,269,950, and total liabilities of $6,432,457.
Judge Jerrold N. Poslusny Jr. oversees the case. FLASTER GREENBERG
PC - CHERRY HILL is the Debtor's counsel.
TUESDAY MORNING: U.S. Trustee Appoints New Committee Members
------------------------------------------------------------
The Office of the U.S. Trustee announced the appointment of Murphy
Marketplace Station, LLC and Fairfield Commons Station, LLC as new
members of the official committee of unsecured creditors in the
Chapter 11 cases of Tuesday Morning Corp. and its affiliates.
Meanwhile, Smokey Point Commercial, LLC is no longer a member of
the committee.
The creditors' committee is now composed of:
1. Nourison Industries, Inc.
c/o Jonathan Stern, CFO
5 Sampson Street
Saddle Brook, NJ 07663
201-368-6900 ext. 2246 office phone
917-359-1448 mobile
Jonathan.stern@nourison.com
2. Three Hands Corp.
c/o Shant Anan, President
13259 Ralston Avenue
Sylmar, CA 91342
818-833-1200
818-833-1212 fax
shanta@threehands.com
3. The CIT Group/Commercial Services, Inc.
c/o Joseph Lux, Director
201 South Tryon Street, 3rd Floor
Charlotte, NC 28202
704-339-3085
704-339-2864 fax
Joe.lux@cit.com
4. Rosenthal & Rosenthal, Inc.
Attn: Anthony Verrilli and Tony DiTirro
1370 Broadway
New York, NY 10018
212-356-1493
averrilli@rosenthalinc.com
TDiTirro@rosenthalinc.com
5. Murphy Marketplace Station LLC,
Fairfield Commons Station LLC
c/o Phillips Edison & Company
Attn: Theresa C. Burian, VP, Asst. General Counsel
11501 Northlake Drive
Cincinnati, OH 45249
13-554-1110
tburian@phillipsedison.co
About Tuesday Morning Corporation
Tuesday Morning Corporation, together with its subsidiaries, is a
closeout retailer of upscale home furnishings, housewares, gifts,
and related items. It operates under the trade name "Tuesday
Morning" and is one of the original "off-price" retailers
specializing in providing unique home and lifestyle goods at
bargain values. Based in Dallas, Tuesday Morning operated 705
stores in 40 states as of Jan. 1, 2020. For more information, visit
http://www.tuesdaymorning.com/
On May 27, 2020, Tuesday Morning and six affiliates sought Chapter
11 protection (Bankr. N.D. Tex. Lead Case No. 20-31476). Tuesday
Morning disclosed total assets of $92 million and total liabilities
of $88.35 million as of April 30, 2020.
The Hon. Harlin Dewayne Hale is the case judge.
The Debtors tapped Haynes and Boone, LLP as general bankruptcy
counsel; Alixpartners LLP as financial advisor; Stifel, Nicolaus &
Co., Inc. as investment banker; A&G Realty Partners, LLC as real
estate consultant; and Great American Group, LLC as liquidation
consultant. Epiq Corporate Restructuring, LLC, is the claims and
noticing agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on June 9, 2020. The creditors committee is represented
by Munsch Hardt Kopf & Harr, P.C. Winstead PC, as Texas
co-counsel.
On Oct. 5, 2020, the Office of the U.S. Trustee appointed a
committee to represent equity security holders. The equity
committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal
counsel, and PJ Solomon, L.P. and PJ Solomon Securities, LLC as its
financial advisor and investment banker.
UNITED STATES CELLULAR: S&P Rates New Senior Notes 'BB'
-------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to United States Cellular Corp.'s proposed senior
notes (amount and maturity to be determined). The '3' recovery
rating indicates S&P's expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery in the event of a payment default. U.S.
Cellular is a wholly-owned subsidiary of Chicago-based diversified
telecommunications provider Telephone and Data Systems Inc. (TDS).
S&P said, "We expect the company to use the net proceeds from these
notes to refinance existing debt, purchase additional spectrum, and
fund capital expenditures."
"Despite the increase in debt, our issue-level and recovery ratings
on U.S. Cellular remain unchanged because we expect it to use a
portion of the proceeds to purchase spectrum licenses, the value of
which we include in our default valuation. Our issue-level rating
on the company's unsecured debt remains 'BB' because we cap the
rating at the same level as our issuer credit rating for all
unsecured debt issued by companies rated in the 'BB' category to
account for the risk that their recovery prospects will be impaired
by incremental secured debt issuance prior to a hypothetical
default."
"We expect TDS' adjusted debt to EBITDA to increase above 3.0x over
the next couple of years, which compares with about 2.3x as of the
last 12 months ended Sept. 30, 2020, due to higher levels of
capital spending and the acquisition of spectrum licenses. However,
our ratings remain unchanged because we expect its leverage to
remain comfortably below our 4x downgrade threshold."
"For 2020, we expect U.S. Cellular's postpaid subscriber growth to
be essentially flat because a drop in its number of postpaid
handset customers will offset an expansion in its number of
connected devices. The recent launch of a new 5G-enabled iPhone
could lead to greater competition and higher churn during the
fourth quarter. In addition, we believe that competition will
likely increase over the next year as the national carriers look to
differentiate their 5G networks with aggressive promotions. While
the U.S. wireless industry has held up relatively well against the
effects of COVID-19 and the related recession, we still expect
postpaid subscriber growth to remain tepid due to the weak economic
conditions. Overall, U.S. Cellular performed well in the third
quarter of 2020 with 28,000 postpaid net adds, all of which came
from connected devices, while its service revenue was essentially
flat from the year-ago period. For the year, we expect its wireless
service revenue to be flat relative to 2019 levels as its modest
postpaid customer growth and higher average revenue per user (ARPU)
are offset by depressed roaming revenue because of the pandemic and
prepaid subscriber losses."
VISUAL PERFORMANCE: Case Summary & 4 Unsecured Creditors
--------------------------------------------------------
Debtor: Visual Performance & Learning Center PC
DBA Family Eyecare Assoc.
17-10 Fair Lawn
Fl 2
Fair Lawn, NJ 07410-2324
Case No.: 20-23155
Business Description: Visual Performance & Learning Center PC
is a full service eye and vision care
provider.
Chapter 11 Petition Date: November 30, 2020
Court: United States Bankruptcy Court
District of New Jersey
Debtor's Counsel: Brian G. Hannon, Esq.
NORGAARD, O'BOYLE & HANNON
184 Grand Ave
Englewood, NJ 07631-3578
Email: bhannon@norgaardfirm.com
Total Assets: $92,796
Total Liabilities: $2,160,432
The petition was signed by Dr. Laura Knapp, president.
A copy of the petition containing, among other items, a list of the
Debtor's four unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/UXHBIFI/Visual_Performance__Learning__njbke-20-23155__0001.0.pdf?mcid=tGE4TAMA
WEATHER KING: Court Conditionally Approves Disclosure Statement
---------------------------------------------------------------
Judge Alan M. Koschik has entered an order that The Debtor's
Amended Disclosure Statement of Weather King Heating & Air, Inc is
conditionally approved as containing "adequate information"
pursuant to Section 1125(a) of the Bankruptcy Code.
A pre-confirmation hearing will be conducted telephonically on
December 15, 2020, at 2:00 P.M.
A non-evidentiary hearing to Finally Approve the Disclosure
Statement and on the Confirmation of Debtor's Amended Chapter 11
Plan of Reorganization will be held telephonically on December 22,
2020, at 10:00 A.M.
Any objections to the adequacy of the Disclosure Statement or the
confirmation of the Debtor's Amended Chapter 11 Plan or
Reorganization must be filed with the Court no later than December
2, 2020.
All holders of claims and interests must cast their ballots to
accept or reject Debtor's Chapter 11 Plan of Reorganization, and
their ballot must be received by counsel for Debtor no later than
December 2, 2020.
Counsel for Debtor shall tabulate the ballots and file a summary
with the Court no later than December 4, 2020.
Counsel for the Debtor:
STEVEN J. HEIMBERGER
Roderick Linton Belfance LLP
50 South Main Street, 10th Floor
Akron, Ohio 44308
Tel: (330) 434-3000
Fax: (330) 434-9220
E-mail: sheimberger@rlbllp.com
About Weather King Heating
Weather King Heating & Air, Inc. -- https://www.weatherking1.com/
-- is a privately owned and operated company that provides a wide
range of services, including air conditioning repairs and
installations, heating repairs and installations, water heater
repairs and installations, heat pumps, furnaces, boilers, mini
splits, air quality solutions, and system maintenance.
Weather King Heating & Air sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-52957) on Dec.
16, 2019. At the time of the filing, the Debtor had estimated
assets of between $100,000 and $500,000 and liabilities of between
$1 million and $10 million. Judge Alan M. Koschik oversees the
case. Steven J. Heimberger, Esq., at Roderick Linton Belfance,
LLP, is the Debtor's legal counsel.
WEATHER KING: Unsecureds Will Get 19% Dividend in Amended Plan
--------------------------------------------------------------
Weather King Heating & Air, Inc., filed an Amended Plan of
Reorganization and a corresponding Disclosure Statement on Oct. 30,
2020.
The Debtor believes the total amount due general unsecured
creditors is approximately $325,000. The Debtor proposes to pay
each general unsecured claimant a pro rata share from a pot payout
of $62,148. The Debtor shall make three equal annual payments to
each class 3 claimant on or before July 31st if each year,
beginning in 2021. The Debtor shall distribute to each class 3
claimant its pro rata share of 75% of the net recovery in any
avoidance action in which the Debtor may prevail post-confirmation.
The Debtor estimates a minimum dividend of 19% will be paid to
class 3 claimants.
Rajbinder S. Rai is the 100% equity owner of the Debtor. Rai shall
retain his equity interest upon confirmation of the Plan, subject
to payment of classes one through three. Rai is the sole
shareholder of the Debtor. During the one year prior to filing, Rai
received compensation from the Debtor totaling approximately
$83,220.00 in the form of monthly draws and salary. Post-petition,
Rai has received a salary of $40,000 per year. Rai is a guarantor
on substantially all of the business debts.
The Debtor proposes to implement the Plan with cash available on
the Effective Date of the Plan and with future periodic payments
generated from anticipated future revenue.
The Debtor believes it will have enough cash on hand on the
effective date of the Plan to pay all the claims and expenses that
are entitled to be paid on that date. The Debtor anticipates the
total amount necessary to initially fund the Plan will not exceed
$66,000.
A full-text copy of the Disclosure Statement dated October 5, 2020,
is available at https://tinyurl.com/y5cuhtfs from PacerMonitor.com
at no charge.
A full-text copy of the Amended Disclosure Statement dated October
30, 2020, is available at https://tinyurl.com/y6qfjanl from
PacerMonitor at no charge.
Attorney for the Debtor:
STEVEN J. HEIMBERGER (0084618)
50 S. Main St., 10th Floor
Akron, Ohio 44308
Tel: (330) 434-3000
Fax: (330) 434-9220
E-mail: sheimberger@rlbllp.com
About Weather King Heating
Weather King Heating & Air, Inc. -- https://www.weatherking1.com/--
is a privately owned and operated company that provides a wide
range of services, including air conditioning repairs and
installations, heating repairs and installations, water heater
repairs and installations, heat pumps, furnaces, boilers, mini
splits, air quality solutions, and system maintenance.
Weather King Heating & Air sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-52957) on Dec.
16, 2019. At the time of the filing, the Debtor had estimated
assets of between $100,000 and $500,000 and liabilities of between
$1 million and $10 million. Judge Alan M. Koschik oversees the
case. Steven J. Heimberger, Esq., at Roderick Linton Belfance,
LLP, is the Debtor's legal counsel.
WING SPIRIT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Wing Spirit Inc.
DBA Anela Wing Medevac
DBA Hawaii Emergency Air Lift
DBA Jet Excellent ServiceDBA JEXS
55 Merchant St., Ste 1600
Honolulu, HI 96813
Business Description: Wing Spirit Inc. --
https://www.wingspirit.com -- is a Hawaii-
based aviation company. Wing Spirit is an
air charter broker and is not a direct air
charter carrier in operational control of
aircraft.
Chapter 11 Petition Date: November 29, 2020
Court: United States Bankruptcy Court
District of Hawaii
Case No.: 20-01383
Judge: Hon. Robert J. Faris
Debtor's Counsel: Chuck C. Choi, Esq.
CHOI & ITO
700 Bishop Street, Suite 1107
Honolulu, HI 96813
Tel: 808-533-1877
Fax: 808-566-6900
Email: cchoi@hibklaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Teijiro Handa, president, CEO & sole
director.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/ZZXH3EY/Wing_Spirit_Inc__hibke-20-01383__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Bank of Utah $2,632,113
Corporate Trust
50 South 200 East
Suite 110
Salt Lake City, UT 84111
2. DEG LLC $484,856
Harbor Court -Office
55 Merchant Street
B-1 Suite #C100
Honolulu, HI 96813
3. Honda Aircraft $343,086
Company LLC
6420 Ballinger Rd.
Greensboro, NC 27410
4. LifePort $290,961
1610 Heritage St.
Woodland, WA 98674
5. Ota & Hara, LLLC $250,000
737 Bishop St, Ste #2860
Honolulu, HI 96813
6. Corporate Environments $244,836
International
841 Bishop Street
Suite 1188
Honolulu, HI 96813
7. Hillaero $219,620
4055 North Park Rd.
Lincoln, NE 68524
8. Law Office of David F. Simons $140,000
707 Richards St
#526
Honolulu, HI 96813
9. Papalua Aviation $133,896
55 Merchant Street
Suite 2800
Honolulu, HI 96813
10. Wander x Wonder $83,696
47 N Hotel St
Honolulu, HI 96817-5130
11. KPMG $78,534
Dept 0922
PO Box 120922
Dallas, TX 75312-0922
12. Musashi Capital Pte Ltd. $64,712
10 Marina Boulevard
Marina Bay Fin. Cntr.
Twr 2 Lvl 3918983
Singapore
13. Nishimura & Asahi $52,334
(Singapore) LLP
50 Collyer Quay
#08-08 OUE
Bayfront, 49321
Singapore
14. AGS Consulting $45,048
Singapore Pte. Ltd
143 Cecil Street
#19-02 GB Building, 69542
Singapore
15. Canaan Builders LLC $43,670
1122 Makepono Street Unit 300
Honolulu, HI 96819-4341
16. Yonatan Hawaii Inc. $39,854
55 Merchant St,
Suite 1600
Honolulu, HI 96813
17. First Daughter $39,514
Mediaworks Inc
155 Kokololio Place
Honolulu, HI 96821
18. Alliance Personnel Inc. $33,717
1136 Union Mall, Ste 702
Honolulu, HI 96813
19. HMSA $30,071
PO Box 29810
Honolulu, HI
96820-2210
20. Williams Scotsman, Inc. $29,876
91-282 Kalaeloa Blvd
Kapolei, HI 96707-1820
WISCONSIN APPLE: Gets OK to Hire Heller Draper as Counsel
---------------------------------------------------------
Wisconsin Apple LLC received approval from the U.S. Bankruptcy
Court for the Western District of Louisiana to employ Heller,
Draper & Horn, L.L.C. as its counsel.
The services Heller Draper will render are:
a. advise the Debtors with respect to their rights, powers and
duties in the continued operation and management of the businesses
and property, and compliance with the Chapter 11 Operating
Guidelines and Reporting Requirements for Region 5, including the
preparation of documents and reports;
b. prepare and pursue confirmation of a plan of reorganization
and approval of a disclosure statement;
c. prepare legal documents and review all financial and other
reports to be filed;
d. prepare responses to applications, motions, pleadings,
notices and other documents which may be filed by other parties;
e. appear in court;
f. represent the Debtors in connection with obtaining
post-petition financing;
g. assist in the negotiation and documentation of financing
agreements and related transactions;
h. investigate the nature and validity of liens asserted
against the property of the Debtors, and advising the Debtors
concerning the enforceability of said liens;
i. investigate and advise the Debtors 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 the Debtors' estates;
j. advise and assist the Debtors in connection with any
potential property dispositions;
k. advise the Debtors concerning the assumption, assignment,
rejection, lease restructuring and recharacterization;
l. assist the Debtors in reviewing, estimating and resolving
claims asserted against the Debtors' estates;
m. commence and conduct litigation necessary and appropriate
to assert rights held by the Debtors, protect assets of the
Debtors' chapter 11 estates or otherwise further the goal of
completing the Debtors' successful reorganization; and
n. perform all other legal services for the Debtors which may
be necessary and proper in their Chapter 11 cases.
Heller Draper's hourly billing rates are:
Members $395 to $545
Associates $225 to $395
Paralegals $125
The firm received a retainer of $25,000.
Heller Draper 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:
Douglas S. Draper, Esq.
Heller, Draper, Patrick, Horn & Manthey, LLC
650 Poydras Street, Suite 2500
New Orleans, LA 70130
Phone: (504) 299-3300
Email: ddraper@hellerdraper.com
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 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.
WOOF INTERMEDIATE: S&P Assigns 'B-' ICR; Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to the
new parent company, Woof Intermediate Inc. S&P assigned its 'B-'
issue-level rating to the first-lien term loan and '3' recovery
rating, indicating its expectations for meaningful (50%-70%,
rounded estimate 55%) recovery in the event of a payment default.
S&P assigned its 'CCC' issue-level rating to the second-lien term
loan and '6' recovery rating, indicating its expectations for
negligible (0%-10%, rounded estimate 0%)) recovery in the event of
a payment default.
Debt leverage is high and the company's financial sponsor ownership
will likely limit substantial debt reduction. Clearlake Capital
Group and its co-investors will own more than 95% of the company
following this transaction.
S&P said, "We estimate pro forma debt leverage for the proposed
transaction for the 12 months ended Sept. 26, 2020, is about 7.7x.
This is very high and we would expect the company to pay down debt
with excess cash to reduce leverage to the low-7x area by the end
of fiscal 2021. We expect debt leverage to remain elevated and that
the sponsors will likely seek a return on their investment, either
through a leveraged dividend or sale over time. We also expect the
company to pursue opportunistic acquisitions to expand its product
and brand portfolio."
The ratings reflect WellPet's relatively small scale, narrow
business focus, and high brand, product, and channel concentration.
The Wellness brand was founded in 1997, focused on high quality,
natural pet nutrition. Since then the company has grown modestly to
more than $400 million in revenues projected for 2020. Its growth
has lagged the industry, but it has maintained steady market share.
The company is a relatively small player in the $35 billion U.S.
pet food market. WellPet's products include dry and wet dog food
and treats marketed under the Wellness, WHIMZEES, Old Mother
Hubbard, Holistic Select, Sojos, and Eagle Pack brands. The
Wellness brand contributes most of the company's revenues, which
poses a substantial risk in the event of a major product recall.
The company sells its products through the pet specialty,
e-commerce, and most recently into the food, drug, and mass (FDM)
channels. Pet specialty contributes more than 40% of the company's
sales, e-commerce at 35%, and food drug and mass and other channels
are under 10%. Given its concentration in the declining pet
specialty channel (split between the major and independent
retailers), WellPet's growth strategy is to initially expand select
SKUs into FDM and continue expanding in high growth e-commerce,
largely with Chewy.com and Amazon. WellPet's e-commerce penetration
is higher than peers, which S&P believes will offset declines in
the independent pet specialty retail channel.
WellPet participates in an attractive category with favorable
growth rates and trends. The pet food industry is projected to
continue growing more than 5%, with premium pet food outpacing the
category growth. The category has historically been resilient in
economic downturns as pet owners prioritize the health and
well-being of their pets. The U.S. pet population growth outpaces
human population growth and has accelerated during the pandemic.
S&P believes the addressable market has permanently increased
following the pandemic, which bodes well for the industry. Loyalty
to brands and recurring purchases support stable revenue trends.
Humanization of pets has led to increased spending and
premiumization of the category. WellPet's products are well
positioned for these trends given their natural, holistic, and
functional attributes. The company's sales have historically been
concentrated in the pet specialty channel, but the industry is
growing rapidly in e-commerce, which is beneficial for the industry
given the subscription and recurring revenue model.
WellPet has a niche position and competes against large
competitors. According to Euromonitor, the company holds nearly
2% of the pet food market in dollar share in the U.S., the
sixth-largest producer. It competes against large global players
with greater financial resources such as Nestle S.A. (29% share),
Mars Inc. (20%), J.M. Smucker Co. (11%), General Mills Inc. (7%),
and Colgate-Palmolive Co. (7%). Within the premium pet food
subsegment, the company's top competitors include Blue Buffalo
(General Mills), Hill's (Colgate-Palmolive), Royal Canin (Mars),
and Greenies (Mars) within dental chews. The company's Old Mother
Hubbard baked treats compete directly with Smucker's Milk Bone
brand. WellPet has gradually grown market share over the years and
has kept steady share, despite competing in a highly competitive
category. However, the company has not grown as rapidly as Blue
Buffalo, the industry leader in premium pet food.
S&P said, "We believe that as WellPet executes its growth strategy
into other channels, it may experience increased pricing pressure
or higher customer acquisition costs, given Blue Buffalo's
penetration. The category is already crowded with many existing
brands from the other large players. We expect margins to decline
slightly over time if the company needs to invest more behind its
brands or lower prices to expand into other channels."
The company has strong profit margins and stable free cash flow
generation, but leverage is high, leaving little cushion for
underperformance. WellPet's EBITDA margin is higher than peers in
the high double-digit range. The company's strong margins are the
result of its premium pricing, less advertising and marketing spend
than other peers as it has historically done more digital
advertising, and it benefits from a mix of in-house and
co-manufacturing with about 60% of products self-manufactured and
40% co-manufactured. The company has three plants and works with a
network of co-manufacturers, which mitigates production risk. Top
commodities include proteins, fruits, vegetables, grains, fiber,
and fats and oil. The company locks in prices in advance to
mitigate volatility and has historically implemented price
increases to offset inflation. The company has generated good
operating cash flow because of its high margins.
S&P said, "We expect it will continue to generate at least $50
million in operating cash flow before capital expenditures (capex)
and after, at least $30 million annually. Over the next few years,
we expect it will apply some excess cash flow to debt reduction, to
lower its high leverage. Still, we believe leverage could remain
more than 7x until 2022. We believe operating results need to
exceed our base-case forecast in order to meaningfully decrease
leverage during the next year."
"The stable outlook reflects our expectation that WellPet will
continue to grow organically and maintain positive free cash flow
generation. We also do not anticipate more aggressive financial
policies or debt-financed dividends in the next 12 months."
"We could lower the rating if WellPet's leverage increases because
of weak operating performance or more aggressive financial policies
resulting in liquidity constraints or an unsustainable capital
structure."
This could happen if:
-- WellPet loses market share to larger competitors or new
entrants or if it fails to execute on its growth strategies into
new channels;
-- It experiences a major product recall that hurts the Wellness
brand;
-- It makes large, debt funded acquisitions; or
-- Its sponsors pursue large, debt-financed dividends.
S&P could raise the ratings if the company can reduce and sustain
leverage below 7x and continue generating at least $30 million free
operating cash flow.
This could occur if:
-- Revenues continue to grow at least in the low-single-digits and
EBITDA margins maintained;
-- The company applies most of its excess cash flow to debt
reduction over the next few years; and
-- It demonstrates conservative financial policies by not making
large, debt-financed dividends or acquisitions.
ZOHAR FUNDS: Court Okays Sale of Pittsburgh Copper Company
----------------------------------------------------------
Law360 reports that bankrupt distressed company investment vehicles
The Zohar Funds received approval from a Delaware judge late
Monday, November 30, 2020, for a $45 million sale of a Pittsburgh
copper company, as the debtor continues its efforts to sell off its
portfolio companies.
The sale received the nod from the court after Zohar submitted a
filing indicating that all opposition to the sale of Hussey Copper
had been resolved, including a limited objection from Patriarch
Partners, an entity controlled by Zohar founder Lynn Tilton. Zohar
has been working to sell its interests in dozens of portfolio
companies since filing for Chapter 11 protection in March 2018.
About Zohar III Corp.
Zohar III, Corp., and its affiliates are investment funds
structured as collateralized loan obligations. The Zohar Funds are
structured as collateralized loan obligations ("CLOs") and have
issued notes and preference shares to investors and made loans to
the Portfolio Companies using the proceeds. Lynn Tilton and her
affiliates hold substantial equity stakes in these Portfolio
Companies, which include iconic American manufacturing companies
with tens of thousands of employees.
Zohar CDO 2003-1, Zohar CDO 2003-1 Corp., Zohar II 2005-1, Limited,
Zohar II 2005-1 Corp., Zohar III, Limited, and Zohar III, Corp.
(collectively, the "Zohar Funds"), sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to
18-10517) on March 11, 2018. In the petition signed by Lynn Tilton,
director, the Debtors were estimated to have $1 billion to $10
billion in assets and $500 million to $1 billion in liabilities.
Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy
counsel.
[*] 20 Retailers That Could File Bankruptcy in the 1st Half of 2021
-------------------------------------------------------------------
The National Law Review presents that 20 retailers to watch for
bankruptcy filing in the first half of 2021.
The global pandemic has upended retail across the country. In most
cases landlords and tenants are working together to get through
this adversity. Although vaccines are expected before the end of
the year, the distribution will not likely be available to everyone
until at least mid-2021. As such, the retail industry is expected
to have a tough slog through at least the first part of 2021.
Following is our top retailers to watch for possible Chapter 11
filing(s) in the year ahead.
AMC – When Was the last Time You Went to the Movies? According to
the Variety, the theatre chain with 659 US locations is raising
$47.7 million in cash. Although this should avoid a bankruptcy by
the end of the year, the question is how long after the first of
the year will the infusion get the chain?
LA Fitness – Weathering the Storm to Reduce Footprint? The Wall
Street Journal reports that the privately held club obtained a $300
million loan from the government's Main Street Lending Program to
try and weather the coronavirus pandemic. Still, as states and
municipalities continue to restrict activities, the gym operations
are in flux. How long can the company operate without filing for
bankruptcy? The company could follow in the footsteps of Gold's Gym
and 24 Hour Fitness, which both filed earlier this year. If there
is a filing, expect it after the first of the year to try and get
new members with New Year’s resolutions.
Francesca's – An Imminent Filing? According to the Business
Insider, a recent filing with the SEC stated that the company may
"seek a restructuring under the protection of applicable bankruptcy
laws" if it's unable to "raise sufficient additional capital."
Although the company had 700 locations at the end of the second
quarter, it is now closing roughly 20% (140 stores) by the end of
this year. A bankruptcy seems inevitable.
Regal Entertainment Group – Will Moviegoers Return? The Wall
Street Journal reports that Regal's owner, Cineworld Group PLC
secured a $450 million loan to stay afloat through at least early
2021. The chain with more than 500 theaters in the U.S. faces, just
like AMC, the question of will people return to the movies once a
vaccine(s) has been widely distributed?
Bed Bath & Beyond – Can Its On-line Pivot Avoid Bankruptcy?
According to USA Today, the New Jersey-based home goods retailer,
which also operates buybuy Baby, Harmon Face Values, and World
Market, is closing additional stores by the end of 2020. However,
StockNews reports that the company's pivot to focus on e-commerce
has generated increased online sales of 80%, posting a profit of
$0.50 per share. Still, many think that the company has too many
stores. Bankruptcy may be the only way to effectively reduce store
count.
GAP – Avoiding Bankruptcy, While Closing its Flagship Store?
Retail Dive reports that declines at Banana Republic and Gap’s
persist, while Old Navy and Athleta continue to balance the losses.
Previously, it announced plans to close more than 200 Gap and
Banana Republic stores, with more to come. Although it has used its
good credit ratings and relatively little debt to stave off the
filing, the question is how long can it endure.
Party City – Social Distancing Celebrations. When was the last
time you attended (in-person) a graduations, wedding, birthday,
and/or sports celebrations? COVID-19 has basically cancelled Party
City’s main drivers. Although the pandemic has exacerbated the
company's woes, Retail Dive reports that the company's issues began
prior to the virus. 2019 sales were 3% below the prior year and
with more than half a billion dollars in debt. This, coupled with a
helium shortage last 2019 for balloon sales and a poor Halloween
could lead to a filing after the first of 2021.
GameStop – Too Little Too Late? According to CNN, the company
continues to close stores due to little foot traffic – closing
400 to 450 stores by the end of this year of its more than 5,000
stores globally. In addition, the store product mix is more akin to
the old "Spenser's Gifts," than a video game store. However, the
Motely Fool reports two steps in the right direction. The first is
the company's recently redeemed $125 million in senior notes due.
The second is a deal with Microsoft to obtain a cut of all digital
game purchases through gaming consoles that it sells. Although
these steps are in the right direction, the company appears that it
needs to still reduce footprint, significantly.
Dave & Buster's – Can the Entertainment Company Get People Back?
According to The Dallas Morning News, the company is seeking to
borrow $550 million through a five-year secured note offering.
Although the company has slowly been opening stores, with shutdowns
on the horizon, the company previously warned that it may need to
file Chapter 11 to restructure its debt.
L Brands – Jettisoning Victoria's Secret and Keeping Bath & Body
Works? – The Motely Fool reports that the operator of Victoria's
Secret and Bath & Body Works have a mixed bag during the pandemic.
Although the company adjusted its credit line, cut expenses, and
suspended dividend payments to save money, has also closed at least
250 Victoria's Secret stores. Yet, Bath & Body Works increased
total sales by 13% in the second quarter, fueled by e-commerce.
With over 1,100 Victoria's Secret stores worldwide and 1,700 Bath &
Body Works stores, it may behoove the company to file and sell off
the Victoria's Secret side of the house.
The Children's Place – Losses keep Piling Up. In June 2020, the
largest children's apparel retailer announced that it would shutter
more than 300 stores. Despite buying its largest rival Gymboree,
the company may not be able to avoid a Chapter 11 filing. According
to 24/7WallSt.com, the company reported a second quarter net loss
of $46.6 million. Unless online sales can offset in-store losses,
the company appears on the verge of filing.
Pet Valu – Recession-Proof Business Goes Out of Business.
According to Shopping Center Business, Pet Valu announced a
wind-down of its operations due to COVID-19. The company’s 358
stores and warehouses are set to close by the end of the wind-down
process. However, wind-downs are usually contingent upon
concessions from landlords. We will see if the company can keep
landlords at bay long enough to get through the process without
having to resort to bankruptcy protection.
Build-A-Bear Workshop – Can the Holiday's Save Teddy? Expect the
toy store to hold off filing until January 2021, to capture the
holiday toy rush. According to Seeking Alpha, the company has been
fighting against the demise of the mall for years. When COVID-19
occurred, all 400 stores were shut down. How a mall-based retailer
that depends on children coming into its stores to sit and build
their product can survive in a pandemic is a mystery.
Office Depot – A Shift to IT Services. According to CNBC, the
U.S. office supply retailer announced plans to cut about 13,100
jobs and close certain retail stores by the end of 2023. However,
it plans to focus on its IT services to consumers and business,
noting that in three years, the retail arm may only account for 20%
of its business. Still, can a brick-and-mortar retailer accomplish
such a pivot without a bankruptcy filing?
Barnes and Noble – A Book Store in Amazon Economy. According to
Bloomberg, the company wants to be more like an indie-book seller
with enhanced offerings of food concessions, stationary, gifts, and
games. Yet, can the company weather the pandemic and will its
customers return?According to Forbes, it's on the list of specialty
retailers to watch for a Chapter 11 filing.
Mattress Firm – Still Too Many Stores? USA Today reports that
bedding-related products are hot sellers – enjoying a
year-over-year sales increase of more than 30%. This fact, combined
with the company's successful emergence a few years ago from
Chapter 11 protection should keep them off the list. The problem is
that many think that the company did not reduce enough footprint.
Adding the success of "bed in a box" retailers in recent years,
places the company squarely in line for a Chapter 22 (a second
Chapter 11 filing) to reduce its store count to remain
competitive.
Christopher and Banks –Tough Time for Women's Apparel. According
to Forbes, the 448 store, Minnesota-based company founded in 1956
has suffered significant damage, as its cash balanced dropped from
$3.2 million to $183 thousand in just three months. Although the
$10 million received from the PPP (Paycheck Protection Program)
kept the company alive, it is doing everything it can to cut costs.
The company recently hired a real estate consulting firm to assist
in lease re-structuring.
Chicos – Company Hopes Its Credit Facility Stave Off a Filing.
According to WWD, the company’s third quarter loss of $46.8
million, as well as the Canadian arm's bankruptcy filing in August
2020, may not be enough to place it into bankruptcy. The company
recently reported that it acquired $300 million senior secured
credit facility with Wells Fargo & Company maturing on October 30,
2025. Still, with appeal suffering, it would not be a surprise if
the company were to file.
Destination XL – Destination Chapter 11. According to Retail
Brew, the Massachusetts’s based company's reopening strategy is
focused on one-on-on service. However, that is the type of service
that is not doing well in the pandemic. Further, the company
appears on S&P's list of most vulnerable retailers for a bankruptcy
filing. Despite the company's corner on the big and tall market,
retail apparel is facing huge difficulties in the COVID-era.
Burlington Stores – Will an Aggressive Expansion Help it Avoid a
Filing? According to CNBC, second quarter sales fell 39% to $1.01
billion. It also swung to a loss during the quarter, as its
inventories did not match up with consumer demand. Still the
company is on an aggressive expansion, adding 62 new stores, while
relocating or closing 26 stores, for a total of 36 net new stores
in fiscal 2020 (739 total stores). Can it weather this storm?
If you are an owner, developer, and/or landlord, it is important to
know and understand how these changes will affect your shopping
center. Stark & Stark's Shopping Center and Retail Development
Group can help. Our attorneys regularly represent owner, developer
and/or landlord throughout the country, in leasing, buying/selling,
1031 Exchanges, refinancing, as well an enforcement activities. One
of our specialties is bankruptcy representation for owners,
developers and/or landlords, nationally.
Currently, our team is providing value-added services to landlords
in a number of Chapter 11 cases including: GNC, Stage Stores,
Modell's, 24 Hour Fitness, Sears, Guitar Centers, NPC, Toys R Us,
Charming Charlie Part 2, and A&P.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Marti's Plumbing Service, Inc.
Bankr. N.D. Cal. Case No. 20-51687
Chapter 11 Petition filed November 24, 2020
See
https://www.pacermonitor.com/view/SYZTTKI/Martis_Plumbing_Service_Inc__canbke-20-51687__0001.0.pdf?mcid=tGE4TAMA
represented by: Lars Fuller, Esq.
THE FULLER LAW FIRM, PC
E-mail: admin@fullerlawfirm.net
In re Ernest Koury and Sandra Koury
Bankr. S.D. Cal. Case No. 20-05732
Chapter 11 Petition filed November 25, 2020
represented by: Christopher Hawkins, Esq.
SULLIVAN HILL REZ & ENGEL, APLC
In re Eric T. Finkelstein and Alyssa M. Finkelstein
Bankr. M.D. Fla. Case No. 20-03405
Chapter 11 Petition filed November 25, 2020
represented by: Thomas Adam, Esq.
In re Marco Enterprises, LLC
Bankr. D. Minn. Case No. 20-32694
Chapter 11 Petition filed November 25, 2020
See
https://www.pacermonitor.com/view/CTNRDNY/Marco_Enterprises_LLC__mnbke-20-32694__0001.0.pdf?mcid=tGE4TAMA
represented by: Thomas J. Flynn, Esq.
LARKIN HOFFMAN DALY & LINDGREN LTD
E-mail: tflynn@larkinhoffman.com
In re Bryan J. Youd and Debra S. Youd
Bankr. D. Utah Case No. 20-26957
Chapter 11 Petition filed November 25, 2020
represented by: Chip Parker, Esq.
In re Roger Allen Medford
Bankr. S.D. W.Va. Case No. 20-20396
Chapter 11 Petition filed November 25, 2020
represented by: Joe Supple, Esq.
In re Robert Ryan Hinton
Bankr. D. Id. Case No. 20-40920
Chapter 11 Petition filed November 27, 2020
represented by: Alexandra Caval, Esq.
In re Gwendolyn Love
Bankr. S.D. Fla. Case No. 20-22975
Chapter 11 Petition filed November 29, 2020
represented by: Julio de Armas, Esq.
In re Cooper Excavating, Inc.
Bankr. W.D. Ark. Case No. 20-72442
Chapter 11 Petition filed November 30, 2020
See
https://www.pacermonitor.com/view/D2SAWWQ/Cooper_Excavating_Inc__arwbke-20-72442__0001.0.pdf?mcid=tGE4TAMA
represented by: Stanley V. Bond, Esq.
BOND LAW OFFICE
E-mail: attybond@me.com
In re Richard Lawrence Spix
Bankr. C.D. Cal. Case No. 20-13309
Chapter 11 Petition filed November 30, 2020
represented by: Brett Ramsaur, Esq.
In re Christopher R. Stanley
Bankr. M.D. Fla. Case No. 20-03438
Chapter 11 Petition filed November 30, 2020
represented by: Thomas Adam, Esq.
In re S&Z LLC
Bankr. M.D. Fla. Case No. 20-06605
Chapter 11 Petition filed November 30, 2020
See
https://www.pacermonitor.com/view/WGAPKDI/SZ_LLC__flmbke-20-06605__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
E-mail: jeff@bransonlaw.com
In re Alexander Peter Martinez
Bankr. S.D. Fla. Case No. 20-23123
Chapter 11 Petition filed November 30, 2020
represented by: Susan Lasky, Esq.
In re Greater Works Childcare and Community Development
Bankr. N.D. Ga. Case No. 20-72185
Chapter 11 Petition filed November 30, 2020
See
https://www.pacermonitor.com/view/W6E5ZWI/Greater_Works_Childcare_and_Community__ganbke-20-72185__0001.0.pdf?mcid=tGE4TAMA
represented by: Paul Reece Marr, Esq.
PAUL REECE MARR, P.C.
E-mail: paul.marr@marrlegal.com
In re JaveCo Enterprises, LLC
Bankr. N.D. Ga. Case No. 20-72201
Chapter 11 Petition filed December 1, 2020
See
https://www.pacermonitor.com/view/LXOKI7Q/JaveCo_Enterprises_LLC__ganbke-20-72201__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Dennis A. Perry
Bankr. E.D. La. Case No. 20-11986
Chapter 11 Petition filed November 30, 2020
represented by: Robin DeLeo, Esq.
In re Good Luck Homes, LLC
Bankr. D. Md. Case No. 20-20403
Chapter 11 Petition filed November 30, 2020
See
https://www.pacermonitor.com/view/T5HCSOA/GOOD_LUCK_HOMES_LLC__mdbke-20-20403__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert N. Grossbart, Esq.
GROSSBART, PORTNEY & ROSENBERG, P.A.
E-mail: Robert@Grossbartlaw.com
In re Brendan G. Roberts
Bankr. D.N.J. Case No. 20-23141
Chapter 11 Petition filed November 30, 2020
represented by: Marc Capone, Esq.
GILLAN, BRUTON & CAPONE, LLC
In re Justin Knapp and Laura Knapp
Bankr. D.N.J. Case No. 20-23151
Chapter 11 Petition filed November 30, 2020
represented by: Brian Hannon, Esq.
In re Jody Randolph Wade
Bankr. N.D. Tex. Case No. 20-70309
Chapter 11 Petition filed November 30, 2020
In re Jimmy W. Hutton
Bankr. N.D. Tex. Case No. 20-43642
Chapter 11 Petition filed November 30, 2020
represented by: Joyce Lindauer, Esq.
In re Sevogia Lodge, LLC
Bankr. W.D. Tex. Case No. 20-11290
Chapter 11 Petition filed November 30, 2020
See
https://www.pacermonitor.com/view/J6CI5CI/SEGOVIA_LODGE_LLC__txwbke-20-11290__0001.0.pdf?mcid=tGE4TAMA
represented by: Oscar L Cantu, Jr., Esq.
OSCAR LUIS CANTU JR.
E-mail: R3Oscar@aol.com
In re SourceOne Holdings, LLC
Bankr. N.D. Ala. Case No. 20-03554
Chapter 11 Petition filed December 1, 2020
See
https://www.pacermonitor.com/view/BZGWZBA/SourceOne_Holdings_LLC__alnbke-20-03554__0001.0.pdf?mcid=tGE4TAMA
represented by: C. Taylor Crockett, Esq.
C. TAYLOR CROKETT, P.C.
E-mail: taylor@taylorcrockett.com
In re Crawford Wireless LLC
Bankr. C.D. Cal. Case No. 20-20627
Chapter 11 Petition filed December 1, 2020
See
https://www.pacermonitor.com/view/QDZRSDY/Crawford_Wireless_LLC__cacbke-20-20627__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Alejandro C. Alejandro and Griselda Gonzalez
Bankr. E.D. Cal. Case No. 20-25398
Chapter 11 Petition filed December 1, 2020
represented by: Eric Wood, Esq.
In re Raceday Cycle, Inc.
Bankr. E.D. Cal. Case No. 20-25396
Chapter 11 Petition filed December 1, 2020
See
https://www.pacermonitor.com/view/VBGWQCQ/Raceday_Cycle_Inc__caebke-20-25396__0001.0.pdf?mcid=tGE4TAMA
represented by: Stephen Reynolds, Esq.
REYNOLDS LAW CORPORATION
E-mail: sreynolds@lr-law.net
In re J. Gilmer Group, LLC
Bankr. M.D. Fla. Case No. 20-08839
Chapter 11 Petition filed December 1, 2020
See
https://www.pacermonitor.com/view/226Z2BA/J_Gilmer_Group_LLC__flmbke-20-08839__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re YH Sol Holdings LLC
Bankr. S.D. Fla. Case No. 20-23196
Chapter 11 Petition filed December 1, 2020
See
https://www.pacermonitor.com/view/5TI3RHI/YH_Sol_Holdings_LLC__flsbke-20-23196__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Steven L. Handschu
Bankr. N.D. Ind. Case No. 20-31856
Chapter 11 Petition filed December 1, 2020
represented by: Scot Skekloff, Esq.
Daniel J. Skekloff, Esq.
HALLER & COLVIN, P.C.
E-mail: sskekloff@hallercolvin.com
DSkekloff@hallercolvin.com
In re Walter Lee McCarty, III
Bankr. D. Mass. Case No. 20-12332
Chapter 11 Petition filed December 1, 2020
represented by: Gary Cruickshank, Esq.
In re Victor Conti
Bankr. E.D.N.Y. Case No. 20-44155
Chapter 11 Petition filed December 1, 2020
represented by: Alla Kachan, Esq.
In re American BuyItNow Investments, LLC
Bankr. E.D. Tex. Case No. 20-10486
Chapter 11 Petition filed December 1, 2020
See
https://www.pacermonitor.com/view/3GMS3MI/American_BuyItNow_Investments__txebke-20-10486__0001.0.pdf?mcid=tGE4TAMA
represented by: Tagnia Fontana Clark, Esq.
MAIDA CLARK LAW FIRM, P.C.
In re Challenger Tank and Oilfield Services LLC
Bankr. W.D. Tex. Case No. 20-51963
Chapter 11 Petition filed December 1, 2020
See
https://www.pacermonitor.com/view/CSY5XEQ/Challenger_Tank_and_Oilfield_Services__txwbke-20-51963__0001.0.pdf?mcid=tGE4TAMA
represented by: J. Todd Malaise, Esq.
MALAISE LAW FIRM
E-mail: notices@malaiselawfirm.com
In re Sara Jennifer Pomeroy and Eric Douglas Pomeroy
Bankr. M.D. Fla. Case No. 20-08857
Chapter 11 Petition filed December 2, 2020
represented by: Peter Shapiro, Esq.
In re Gary William Billmyre
Bankr. N.D. Ga. Case No. 20-21596
Chapter 11 Petition filed December 2, 2020
represented by: W. Jacobson, Esq.
DOUGLAS JACOBSON, LLC
In re Randy L. Robinson
Bankr. D. Kan. Case No. 20-11471
Chapter 11 Petition filed December 2, 2020
In re Ricky L. Brock
Bankr. D. Kan. Case No. 20-11470
Chapter 11 Petition filed December 2, 2020
represented by: Mark Lazzo, Esq.
In re Keith Vitolo
Bankr. S.D.N.Y. Case No. 20-23247
Chapter 11 Petition filed December 2, 2020
represented by: Anne Penachio, Esq.
In re Richard Douglas Arnold, Sr. and Cathy Ann Arnold
Bankr. M.D. Tenn. Case No. 20-05277
Chapter 11 Petition filed December 2, 2020
represented by: LEFKOVITZ AND LEFKOVITZ, PLLC
*********
Monday's edition of the TCR delivers a list of indicative prices
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