/raid1/www/Hosts/bankrupt/TCR_Public/201231.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 31, 2020, Vol. 24, No. 365
Headlines
12 UNIVERSITY: Hires Nathanson Law Firm as Special Counsel
199 REALTY: USLR Agrees to Defer Distribution of $1-Mil. Claim
203 W 107 STREET: Unsecureds to Recoup Up to 100% in LoanCore Plan
203-205 NORTH: Unsecureds to Recover 6% in Secured Creditors' Plan
220 MARYLAND: Seeks to Tap Cohen Baldinger as Counsel
3052 BRIGHTON: Secured Creditor Proposes to Liquidate Property
A & J CONSTRUCTION: Unsec. Creditors Will Get 18% of Claims in Plan
A-1 AUTO GLASS: Bankruptcy Case Converted to Chapter 7
AFFORDABLE RECOVERY: Plan Deadline Extended to March 31, 2021
AKAMAI PHYSICS: Seeks Approval to Hire Giddens & Gatton as Counsel
AMERICAN CRYOSTEM: Delays Filing of Fiscal 2020 Annual Report
ANDREW C. WALKER: $440K Sale of Madison Property to Kellys Approved
ANUVIA FLORIDA: To Default on $50 Million Municipal Bonds
AREU STUDIOS: Confirmation Hearing on Jan. 19
B-LINE CARRIERS: Hires Moecker Auctions as Auctioneer
BASS PRO: Sportsman's Acquisition No Impact on Moody's Ba3 Rating
BERRY GLOBAL: Moody's Rates New $750MM First Lien Notes 'Ba2'
BLACKWATER TECHNOLOGIES: Seeks Approval to Tap MJCO as Accountant
CAH ACQUISITION: $8M Sale of All Assets to Lauderdale Approved
CARPENTER'S ROOFING: Seeks Approval to Hire Special Counsel
CARSON CREEK: Jan. 25, 2021 Plan Confirmation Hearing Set
CARSON CREEK: Property Sale Proceeds to Pay Creditors in Full
CBAV1 LLC: Seeks Approval to Tap Concept IP as Special Counsel
CRED INC: Committee Seeks to Retain McDermott Will as Counsel
CUSTARCHPROD LLC: Accelerated Buying Equipment for $8K
DESOTO OWNERS: Unsecured Creditors to be Paid in Full in Joint Plan
DISCOVERY DAY: Seeks to Hire LSI Companies as Real Estate Broker
DOS POTRILLOS: Seeks to Hire Ure Law Firm as Counsel
EAGLE MANUFACTURING: May Use Cash Collateral Thru April 30
EMPIRE COMMUNITIES: Fitch Gives Final 'B-' LT IDR, Outlook Stable
FARM-RITE: May Use Cash Collateral Thru Jan. 19
FURNITURE FACTORY: Hires RAS Management as Financial Advisor
FURNITURE FACTORY: Taps FocalPoint Securities as Investment Banker
GOOD DEED 317: Confirmation Hearing on Jan. 19
GUY LA FERRERA'S: Hires Blasi Wasserman as Attorney
HANJIN INT'L: Moody's Rates New Term Loan Due 2022 'B1'
HILLIARD CHAPEL: Hires David C. Johnston as Counsel
HYTERA COMMUNICATIONS: Sale OK'd Minus Assets Disputed by Motorola
IMERYS TALC: Resolves Indemnification Rights Dispute with Cyprus
IN-SHAPE HOLDINGS: Hires Chilmark Partners as Financial Advisor
IN-SHAPE HOLDINGS: Seeks to Tap Keller Benvenutti as Counsel
IN-SHAPE HOLDINGS: Seeks to Tap Stretto as Administrative Advisor
IN-SHAPE HOLDINGS: Taps B. Riley as Real Estate Advisor
IN-SHAPE HOLDINGS: Taps Troutman Pepper as Co-Counsel
INDUSTRIAL & CRANE: Hires Dogan & Wilkinson as Special Counsel
INPIXON: To Subscribe Additional Class B Units of Cardinal Venture
INTERNATIONAL ORANGE SPA: Plan Confirmation Hearing Next Week
IT'SUGAR FL: Hires Kopelowitz Ostrow as Special Counsel
JACOBSON HOTELS: Trustee Taps KenWood & Associates as Accountant
JEFFERY ARAMBEL: Arambel Business Park Buyer Terminates Contract
LAZER TANK: Has Interim OK to Use Cash Collateral
LIGHTHOUSE RESOURCES: Hires Keen-Summit, Century 21 as Brokers
LSC COMMUNICATIONS: Feb. 4, 2021 Plan Confirmation Hearing Set
LSC COMMUNICATIONS: Unsecureds to Recover 2.4% in Sale Plan
MANZANA CAPITAL: Jan. 14 Hearing $900K Sale of San Diego Property
MCGEHEE PARK: Case Summary & 5 Unsecured Creditors
MELBOURNE BEACH: Jan. 19 Trustee's Auction of Shopping Center
MIRACLE RESTAURANTS: Hires Donahoe Young & Williams as Counsel
MONDORIVOLI LLC: May Use Cash Collateral Through Feb. 28
ORGANIC POWER: Seeks Approval to Hire Bobonis as Special Counsel
PBS BRAND: Gets OK to Hire Omni Agent Solutions as Claims Agent
PG&E CORP: Judge Proposes Stricter Probation Terms After Wildfires
QUARTER HOMES: Jan. 25, 2021 Plan Confirmation Hearing Set
QUEEN CITY REHABS: Seeks Approval to Hire Bankruptcy Counsel
QUOTIENT LIMITED: COO Resigns, Cites 'Personal Reason'
RAMAN ENTERPRISES: Hires Donald W. Reid as Counsel
RENOVATE AMERICA: Jan. 8 Hearing on Sale of All Benji Assets
RENTPATH HOLDINGS: Ends $588M CoStar Deal After FTC Opposition
RGN-GROUP HOLDINGS: Case Milestones Pushed Back
RGV SMILES: Feb. 25, 2021 Plan & Disclosure Hearing Set
ROTM LOFTS: Case Summary & 20 Largest Unsecured Creditors
SHALE FARM: $48K Sale of Two Lee Road Lots Approved
STEM HOLDINGS: Incurs $11.5 Million Net Loss in Fiscal 2020
STUDIO MOVIE: Committee Seeks to Hire Pachulski as Legal Counsel
STUDIO MOVIE: Committee Taps Norton Rose as Local Counsel
SUPERIOR ENERGY: Seeks to Hire Hunton Andrews as Co-Counsel
SUPERIOR ENERGY: Seeks to Hire Latham & Watkins as Legal Counsel
SYSTEMS INTEGRATORS: May Use Cash Collateral Thru January 21
TECHNICAL COMMUNICATIONS: Swings to $911K Net Loss in Fiscal 2020
TIMOTHY A. MORRIS: Proposes Johnson Auction of Assets
TRUCKING & CONTRACTING: May Use Cash Collateral Thru June 30
TTK RE ENTERPRISE: May Use Cash Collateral Thru Feb. 2021
US REAL ESTATE: Trustee Gets OK to Hire Spencer Fane as Counsel
VRAI TABERNACLE: $2M Sale of Palm Springs Property to Tobias Okayed
[*] World's Biggest Bankruptcies in 2020
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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12 UNIVERSITY: Hires Nathanson Law Firm as Special Counsel
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12 University, LLC, seeks authority from the U.S. Bankruptcy Court
for the District of Arizona to employ Nathanson Law Firm, as
special counsel to the Debtor.
12 University requires Nathanson Law Firm to represent and provide
legal services in the following cases:
-- Greg Goodman v. 12 University LLC, James Diller, Sheila
Diller, Case No. C20163644, C20160163, C20083296, and
C20086623, filed in the Superior Court of the State of
Arizona, Pima County.
-- Auto-Owners Insurance Company v. 12 University, LLC, James
Diller, Sheila Diller, and Greg Goodman, Case No. CVz-18-
0497-TUC-CKJ, U.S. District Court, District f Arizona.
Nathanson Law Firm will be paid based upon its normal and usual
hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.
Nathanson Law Firm represented the Debtor since August 19, 2019.
Snakebridge, LLC, and affiliate of the Debtor paid the Firm
$100,000 for legal services rendered. Snakebridge is listed by the
Debtor as a general unsecured creditor in the amount of
$116,014.89.
Philip J. Nathanson, founding partner of Nathanson Law Firm,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Nathanson Law Firm can be reached at:
Philip J. Nathanson, Esq.
NATHANSON LAW FIRM
8326 East Hartford Drive, Suite 101
Scottsdale, AZ 85255
Tel (480) 419-2578
About 12 University LLC
12 University, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
20-11567) on Oct. 19, 2020. At the time of the filing, the Debtor
was estimated to have assets of between $500,001 and $1 million and
liabilities of the same range. Judge Brenda Moody Whinery oversees
the case. Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C.,
serves as the Debtor's bankruptcy counsel.
199 REALTY: USLR Agrees to Defer Distribution of $1-Mil. Claim
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199 Realty Corp. filed a Third Modified Plan of Reorganization and
a corresponding Disclosure Statement on December 22, 2020.
The Debtor owns property consisting of a 116,716 sq. ft. industrial
building located at 199 Garibaldi Avenue, Lodi, New Jersey. There
were Industrial Site Recovery Act filings with the New Jersey
Department of Environmental Protection ("NJDEP") in connection with
the ceasing of operations and the sale of the stock. Investigations
have revealed that the soils and groundwater are contaminated.
Remediation is required to restore to a condition in which it can
be productively used and developed. The Debtor entered into a
contract to sell the Property to Meridia Lodi, LLC, an affiliate of
Capodagli Property Co., LLC for a purchase price of $10,000,000
subject to the Debtor's remediation of the Property.
With the plan of reorganization, the Insurance Litigation, the
NJDEP Adversary Proceeding pending, the parties agreed to proceed
with mediation of the entire Chapter 11 Case before Judge Kaplan
(the "Global Mediation"). During the pendency of the Global
Mediation, the Debtor engaged in negotiations with Meridia, an
affiliate of Capodagli to buy the Property. On August 17, 2020, the
Debtor executed an Agreement for the Purchase of Real Property (the
"Sale Agreement") with Capodagli for the purchase of the Property
for a purchase price of $10,000,000 subject to bankruptcy court
approval.
Class 4 consists of General Unsecured Claims with an approximate
amount of $2,690,609.10. The United States Land Resources, LP
("USLR") has agreed to defer distribution on its claim of
$1,136,552.10 until such time that all other holders of general
unsecured claims have been satisfied. The Class 4 Claims will be
paid interest at the Interest Rate, which the Debtor has defined as
5% per annum or such other rate as determined by the Court, from
and after the Effective Date; quarterly principal and interest
payments starting on the first day of the third month succeeding
the Effective Date with a balloon payment from the net sale
proceeds from the Debtor's sale of the Property, and amortization
on 25 year constant quarterly payment amortization schedule.
All existing Equity Interests will be retained by the Equity
Interest Holders.
The Debtor's present intention is that the monies necessary for
funding this Plan will be derived from an unsecured loan from USLR
to the extent necessary, the Remediation Trust Fund earmarked for
cleaning up the Property, possible additional monies to be
recovered from a prior tenant at the Property that may be
responsible for a portion of the clean-up obligation, and the sale
of the Property.
A full-text copy of the Third Modified Disclosure Statement dated
December 22, 2020, is available at https://bit.ly/37Y3LjK from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Norris McLaughlin, P.A.
Attn: Morris S. Bauer, Esq.
400 Crossing Blvd., 8th Floor
P.O. Box 5933
Bridgewater, New Jersey 08807-5933
Tel. (908) 722-0700
About 199 Realty Corp.
199 Realty Corp. is a New Jersey corporation. The stock of 199
Realty Corp. was acquired by 199 Garibaldi Realty Holding, Inc. on
December 31, 2010. 199 Realty owns property consisting of a
116,716 sq. ft. industrial building located at 199 Garibaldi
Avenue, Lodi, New Jersey.
199 Realty filed a Chapter 11 petition (Bankr. D.N.J. Case No.
13-14776) on March 7, 2013, and is represented by Morris S. Bauer,
Esq., in Bridgewater, New Jersey. In the petition signed by
Lawrence S. Berger, president, the Debtor estimated $1 million to
$10 million in assets and debt.
203 W 107 STREET: Unsecureds to Recoup Up to 100% in LoanCore Plan
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203 W 107 Street LLC and 10 other units of Emerald Equity Group LLC
that own residential buildings on 107th and 117th Streets in
Manhattan sought bankruptcy protection and immediately filed a
Chapter 11 plan that provides for the secured creditor to take over
control of the properties and unsecured creditors to be likely to
be paid in full.
On account of indebtedness and obligations of the Debtors, LoanCore
Capital Credit REIT LLC holds a perfected first lien on the 107
Properties securing the 107 Mortgage Claim, which is in an amount
of not less than $102,830,142 as of the Petition Date, an amount in
excess of the value of the 107 Properties.
In addition, LoanCore holds a perfected first lien on the 117
Properties securing the 117 Mortgage Claim, which is in an amount
not less than $100,245,625 as of the Petition Date, an amount in
excess of the value of the 117 Properties.
The Plan's key elements are:
* The Successor Owners -- entities designated, owned and
controlled by LoanCore -- will receive title to the Properties and
the Assets free and clear of all Claims, Liens, charges, interests
and encumbrances other than the Permitted Encumbrances and the New
Mortgages.
* The Successor Owners will pay the Allowed Administrative
Claims, Allowed Priority Tax Claims, Allowed Priority Claims, and
Allowed General Unsecured Claims -- without prepetition interest or
postpetition interest -- provided, however, that the aggregate
amount of consideration to be distributed by the Successor Owners
on account of Allowed General Unsecured Claims will not exceed
$670,000. If the aggregate of Allowed General Unsecured Claims
exceeds $670,000, holders of Allowed General Unsecured Claims will
receive their pro rata share of $670,000. To the extent necessary,
LoanCore will contribute sufficient funds to the Successor Owners
to pay such amounts.
* The Debtors are assuming the Tenant Leases and assigning
them to the Successor Owners. The Successor Owners are assuming
all obligations of the Debtors as landlord under all of the
assigned Tenant Leases from and after the Effective Date and will
pay all cure costs that may be due in connection with the
assumption and assignment of the Tenant Leases.
* Under Section 10.5 of the Plan, LoanCore, the Successor
Owners, and the New Mortgage Lender are granting a release in favor
of the Debtors, the Mezzanine Borrowers, the Guarantor, the
Affiliated Property Manager, and their respective Related Persons.
Under Section 10.6 of the Plan, the Debtors, the Mezzanine
Borrowers, the Guarantor, and the Affiliated Property Manager are
granting a release in favor of LoanCore, the Successor Owners, the
New Mortgage Lender, and their respective Related Persons.
The Debtors believe that their Plan is confirmable and is in the
best interests of all claimants, who will likely receive a 100%
cash recovery on their allowed claims -- without prepetition
interest or postpetition interest on the Allowed Unsecured Claims
-- on or promptly following the Effective Date -- or promptly
following allowance of their claim -- provided, however, that the
aggregate amount of consideration to be distributed by the
Successor Owners on account of Allowed General Unsecured Claims
shall not exceed $670,000. Additionally, all Tenant Leases are
assumed and assigned to the Successor Owners under the Plan.
Further, in the Debtors' view, the treatment of Claims under the
Plan provides a greater and more certain recovery than that which
is likely to be achieved under other reorganization or liquidation
alternatives.
A copy of the Disclosure Statement dated Dec. 28, 2020, is
available at https://bit.ly/3pByERc from PacerMonitor.com.
About LoanCore Capital
LoanCore Capital is a privately held asset management firm focused
on commercial real estate credit. LoanCore Capital is a private
partnership owned by GIC, CPP Investments and LoanCore Management.
GIC is a leading global investment firm with well over US$100
billion in assets under management. Canada Pension Plan Investment
Board (CPP Investments) is a professional investment management
organization that invests the funds not needed by the Canada
Pension Plan (CPP) to pay current benefits in the best interests of
20 million contributors and beneficiaries.
About Emerald Equity Group
Emerald Equity Group, LLC, is a real estate acquisition company
with a portfolio comprising of over 3,000 residential units in
buildings located throughout New York. Emerald designated all
management responsibilities for its residential properties to its
subsidiary, ArchRock, LLC, doing business as ArchRock Management.
About the Debtors
203 W 107 Street LLC, and 10 other entities affiliated with Emerald
Equity Group sought Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 20-12960) on Dec. 28, 2020.
The Debtors are Single Asset Real Estate entities that each owns a
residential-building property in Manhattan. They own multi-family
residential buildings on 107th Street and 117th Streets in
Manhattan. 203 W 107 Street LLC, 210 W 107 Street LLC, 220 W 107
Street LLC and 230 W 107 Street LLC -- collectively, the "107th
Street Debtors" -- own the properties at 107th Street, New York.
124-136 East 117 LLC, 215 East 117 LLC, 231 East 117 LLC, 235 East
117 LLC, 244 East 117 LLC, East 117 Realty LLC and 1661 PA Realty
LLC -- collectively, the "117 Street Debtors" -- own the properties
at 117th Street. Currently, there are several hundred tenants
residing in the Properties.
203 W 107 Street disclosed total assets of $7,044,031 against
$102,929,476 in liabilities. 210 W 107 Street disclosed total
assets of $13,607,479 against liabilities of $103,053,340. 220 W
107th Street disclosed total assets of $15,413,641 against debt of
$103,046,384.
The petitions were signed by Ephraim Diamond, chief restructuring
officer.
Emerald retained Arbel Capital Advisors LLC and Ephraim Diamond,
its managing member, to assist Emerald and the Debtors in complying
with their obligations under the Restructuring Support Agreement
with LoanCore.
BACKENROTH FRANKEL & KRINSKY, LLP, led by Mark Frankel, Esq., is
serving as counsel to the Debtors.
203-205 NORTH: Unsecureds to Recover 6% in Secured Creditors' Plan
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Secured creditors 203-205 N 8th Street LLC, North 8th Investor LLC
and 3052 Brighton 1st Street LLC filed their Second Amended Plan of
Liquidation for debtor 203-205 North 8th Street Loft, LLC.
The Plan provides for the reorganization of the Debtor by
liquidating the real property and improvements thereon, commonly
known as and located at 203 and 205 North 8th Street, Brooklyn, New
York 11211 (Block: 2313, Lots: 28 and 29) (the "Property"), the
proceeds of which shall be used to pay claims.
The Secured Creditors have communicated with, and intends to engage
Rosewood Realty Group (the "Broker") to market and auction the
Property in order to obtain its highest and best price, in
accordance with applicable provisions of the Bankruptcy Code. The
Sale shall be conducted following confirmation of the Plan, but
subject to certain conditions set forth in detail herein below and
in the Plan. Bid Procedures will be the subject of a separate
motion and order.
Class 6 consists of General Unsecured Claims totaling $16,568.68.
Each holder of an Allowed Class 6 General Unsecured Claim will
receive on account of such claim a pro rata distribution of
Available Cash after all payments to Class 1 Claims, the Class 2
Claim, the Class 3 Claim, the Class 4 Claim and the Class 5 Claims,
Statutory Fees and Administrative Claims, with interest at the
rates set forth in the applicable Notes as to Claims in Class 1,
Class 2, Class 3 and Class 4, and simple interest at the Federal
Judgment Rate per annum from the Petition Date as to Class 5, with
principal as to all such Classes being paid in full prior to any
payments being made on account of such interest; provided, however,
that the Proponents will ensure and guaranty the payment of at
least $1,000 to the creditors in Class 6 other than the Proponents'
Unsecured Claims, which will not be entitled to a distribution on
account of the $1,000, but will otherwise be entitled to a
distribution if the Proponents have General Unsecured Claims.
Based on the estimate of the allowed claims in Class 4, this amount
represents a distribution of approximately 6%.
The Bankruptcy Court has scheduled a hearing to consider approval
of this Disclosure Statement and confirmation of the Plan, on Feb.
2, 2021 at 3:30 p.m., in the United States Bankruptcy Court for the
Eastern District of New York, 271-Cadman Plaza East, Brooklyn, New
York 11201, Courtroom 3577 (although the hearing may take place
remotely due to the COVID crisis).
All ballots must be received prior to 5:00 p.m. on Jan. 26, 2021 at
5:00 p.m.
A full-text copy of the Secured Creditors' Second Amended
Liquidating Plan dated Dec. 22, 2020, is available at
https://bit.ly/3aNB8HU from PacerMonitor.com at no charge.
Attorneys for 203-205 N 8th Street LLC and North 8th Investor LLC:
Jerold C. Feuerstein, Esq.
Daniel N. Zinman, Esq.
Stuart L. Kossar, Esq.
KRISS & FEUERSTEIN LLP
360 Lexington Avenue, Suite 1200
New York, NY 10017
Tel: (212) 661-2900
About 203-205 North 8th Street Loft
203-205 North 8th Street Loft, LLC is a New York Limited Liability
Company having an address of 4403 15th Avenue, Brooklyn, New York
11219. The Debtor's business consists of ownership and operating of
the Property located at 203 and 205 North 8th Street, Brooklyn, New
York 11211 (Block: 2313, Lots: 28 and 29).
On Feb. 6, 2020, 203-205 North 8th Street Loft, LLC, filed a
petition for Chapter 11 bankruptcy relief (Bankr. E.D.N.Y. Case No.
20-40793), which was executed by Johnathan Rubin, as President of
the Debtor. The Debtor was estimated to have less than $1 million
in assets and liabilities. The Debtor is represented by KRISS &
FEUERSTEIN LLP.
220 MARYLAND: Seeks to Tap Cohen Baldinger as Counsel
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220 Maryland Avenue LLC seeks approval from the U.S. Bankruptcy
Court for the District of Columbia to employ Cohen Baldinger &
Greenfeld, LLC as legal counsel.
The firm will render these legal services:
(a) advise the Debtor regarding its powers and duties;
(b) prepare legal papers; and
(c) perform all other legal services for the Debtor in
connection with its Chapter 11 case.
The hourly rates of the law firm's counsel and staff are:
Steven H. Greenfeld $475
Merrill Cohen $495
Augustus Curtis $375
Cohen Baldinger and its members have no connection with the
creditors, or any other party in interest, according to a court
filing.
The firm can be reached through:
Steven H. Greenfeld, Esq.
Cohen Baldinger & Greenfeld, LLC
Suite 290
2600 Tower Oaks Boulevard
Rockville, MD 20852
Telephone: (301) 881-8300
Email: Steveng@cohenbaldinger.com
About 220 Maryland Avenue
220 Maryland Avenue LLC is a single asset real estate (as defined
in 11 U.S.C. Section 101(51B)). It is the owner of fee simple title
to a property located at 220 Maryland Ave. NE, Washington, DC,
having a current value of $2.05 million.
220 Maryland Avenue filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 20-00484)
on Dec. 18, 2020. Antuan Duong, managing member, signed the
petition.
At the time of filing, the Debtor disclosed $2,047,330 in total
assets and $3,189,809 in total liabilities.
Judge Elizabeth L. Gunn oversees the case. Cohen Baldinger &
Greenfeld, LLC serves as the Debtor's legal counsel.
3052 BRIGHTON: Secured Creditor Proposes to Liquidate Property
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Secured creditor 3052 Brighton 1st Street II LLC and 3052 Brighton
1st Street LLC (the "Mezz Lender" and together with 3052 Brighton
1st Street II LLC, collectively the "Proponents") filed its Second
Amended Plan of Liquidation for debtor 3052 Brighton First, LLC
dated December 22, 2020.
The Plan provides for the reorganization of the Debtor by
liquidating the real property and improvements thereon, commonly
known as and located at 3052/3062 Brighton 1st Street, Brooklyn,
New York 11235 (Block: 8669, Lot: 18) (the "Property"), the
proceeds of which shall be used to pay Claims.
The Proponents have communicated with, and intends to engage
Rosewood Realty Group (the "Broker") to market and auction the
Property in order to obtain its highest and best price, in
accordance with applicable provisions of the Bankruptcy Code. The
Sale shall be conducted following confirmation of the Plan, but
subject to certain conditions set forth in detail in the Plan. Bid
procedures will be the subject of a separate motion and order.
In addition to proceeds from the Sale of the Properties, the
Proponents intends to commit cash presently held by the Receiver
(the "Receivership Funds") in order to pay all Statutory Fees,
Administrative Claims, the Other Secured Claims in Class 1 and
Class 4 in full on the Effective Date.
In the event that the Available Cash on the Effective Date is
insufficient to provide creditors of the Debtor's estate with the
distributions required to be made on the Effective Date, any
shortfall will be funded by the Proponents with any such shortfall
funding constituting an administrative claim against the Debtor's
estate payable from Cash after the Effective Date.
Each holder of an Allowed Class 5 General Unsecured Claim will
receive on account of such claim a pro rata distribution of
Available Cash after all payments to Class 1 Claims, the Class 2
Claim, the Class 3 Claim, and the Class 4 Claims, Statutory Fees
and Administrative Claims, with simple interest at the Federal
Judgment Rate per annum from the Petition Date, with principal
being paid in full prior to any payments being made on account of
such interest.
Holders of Allowed Class 6 Interests shall continue to retain and
maintain such Interests in the Debtor and the Post-Confirmation
Debtor following Confirmation of the Plan in the same percentages
as existed as of the Petition Date. To the extent that there is any
Available Cash after full payment of all Statutory Fees,
Administrative Claims, the Class 1 Claims, the Class 2 Claim, the
Class 3 Claim, the Class 4 Claims, and the Class 5 Claims, the
holders of the Allowed Class 7 Interests shall receive such
remaining Available Cash, pro rata, in accordance with their
respective percentage interests in the Debtor.
The Plan will be funded by monies made available from the Sale of
the Property; however, the Proponents shall advance certain monies
to the Disbursing Agent, which shall be deemed to be allowed
administrative expenses, which are required to effectuate the sale
of the Property and the effectiveness of the Plan.
The Bankruptcy Court has scheduled a combined hearing to consider
approval of this Disclosure Statement and Confirmation of the Plan,
on February 2, 2021 at 3:30 p.m. in the United States Bankruptcy
Court for the Eastern District of New York, 271-Cadman Plaza East,
Brooklyn, New York 11201, Courtroom 3577 (although the hearing may
take place remotely due to the COVID crisis).
All ballots must be received prior to 5:00 P.M. on January 26,
2021.
A full-text copy of the Proponents' Second Amended Liquidating Plan
dated December 22, 2020, is available at https://bit.ly/2KJLldC
from PacerMonitor.com at no charge.
Attorneys for the Secured Creditor:
Jerold C. Feuerstein, Esq.
Daniel N. Zinman, Esq.
Stuart L. Kossar, Esq.
360 Lexington Avenue, Suite 1200
New York, New York 10017
Tel: (212) 661-2900
About 3052 Brighton First
3052 Brighton First, LLC, is a New York Limited Liability Company
having an address of 4403 15th Avenue, Brooklyn, New York 11219.
The Debtor's business consists of ownership and operating of the
Property located at 3052/3062 Brighton 1st Street, Brooklyn, New
York 11235 (Block: 8669, Lot: 18).
3052 Brighton First, LLC, filed a Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 20-40794) on Feb. 6, 2020. Bruce Weiner, Esq. is
the Debtor's counsel.
A & J CONSTRUCTION: Unsec. Creditors Will Get 18% of Claims in Plan
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A & J Construction Management, LLC filed with the U.S. Bankruptcy
Court for the Western District of Arkansas a Plan of Reorganization
and a Disclosure Statement.
The Debtor had a negative cash flow between the Petition Date and
October 30, 2020 of approximately $80,000 but had generated at
least that much in accounts receivable. In addition, litigation
has commenced against the Federal Bureau of Prisons to collect some
$156,000 due the Debtor as of the Petition Date. Additional
federal construction contracts of $ 351,562 have been secured as of
this date, which are expected to yield the Debtor approximately $
75,000 in gross profit. Short-term prospects include other pending
federal bids that will generate approximately $225,000 in gross
profit, plus civilian, state and local bids that will generate
another $ 300,000 in gross profit over the next twelve months.
General unsecured creditors are classified in Classes 6 and 7 and
will receive a distribution of $150,000.00 or approximately 18 % of
their allowed claims, to be distributed immediately (for claims of
$1,000 or less) or in equal monthly payments over a period of 60
months.
Equity interest holders shall retain their ownership in the
reorganized Debtor.
The Managers of the Debtor during the Debtor's chapter 11 case have
been Jeffrey Mann. After the effective date of the order confirming
the Plan, the directors, officers, and voting trustees of the
Debtor, any affiliate of the Debtor participating in a joint Plan
with the Debtor, or successor of the Debtor under the Plan
(collectively the "Post Confirmation Managers"), will be Jeffrey
Mann.
Fund for implementing the Plan will come from future earnings and
cash flow, including the sale of certain assets.
The Plan Proponent's financial projections show that the Debtor
will have an aggregate annual average cash flow, after paying
operating expenses and postconfirmation taxes, of $ 30,000. The
final Plan payment is expected to be paid on the 84th month after
the Effective Date.
A full-text copy of the Disclosure Statement dated December 24,
2020, is available at https://bit.ly/3rEAulX from PacerMonitor.com
at no charge.
Attorneys for Debtor:
David G. Nixon
The Nixon and Alexander Law Firm
4100 Wagon Wheel Road
Springdale, AR 72762
Tel: (479) 582-0020
Fax: (479) 582-0030
About A & J Construction Management
A & J Construction Management, LLC, is a privately held company in
industrial building construction industry. It is based in
Springdale, Ark.
A & J Construction sought Chapter 11 protection (Bankr. W.D. Ark.
Case No. 20-71501) on June 29, 2020. The petition was signed by
Jeffrey Mann, Debtor's managing member. At the time of the filing,
the Debtor disclosed total assets of $2,785,493 and total
liabilities of $1,700,539. The Nixon Law Firm is the Debtor's
legal counsel.
A-1 AUTO GLASS: Bankruptcy Case Converted to Chapter 7
------------------------------------------------------
Judge Lena M. James has converted A-1 Auto Glass, Inc.'s Chapter 11
case to one under Chapter 7 of the Bankruptcy Code. James Lanik
was appointed Chapter 7 Trustee.
Bankruptcy Administrator William P. Miller sought conversion of the
case.
On November 30, Judge James denied the Debtor's request to use cash
collateral.
A-1 Auto Glass asked the Court for entry of an order authorizing
the use of cash collateral through Dec. 18, 2020. The Debtor said
it needed to use cash collateral to pay its operational needs
including the cost of maintaining the business, payment of wages
and salaries, purchase and use of inventory, and other normal
expenses incurred in the ordinary course of the Debtor's business
and as a result of the filing of the Chapter 11 proceeding.
The Debtor's financial difficulties began during the shutdown in
early 2020 due to the COVID-19 pandemic. Once the shop was able to
reopen, it had lost several months of revenue and due to the
pandemic, it found it difficult to acquire employees that were
willing to work consistently. Most recently, the Debtor found its
payments were being held by the Lynx Services, a company used by
the Debtor to receive payments from insurance companies. When Lynx
Services froze these payments on behalf of the secured creditor,
Swift Financial, the company suffered a hardship in continuing to
operate the business. This hardship forced the Debtor to file for
relief under Chapter 11 to reorganize its debts.
On August 20, 2018, WebBank through "Swift Financial, LLC" as a
servicing agent for WebBank, filed a UCC Financing Statement with
the North Carolina Secretary of State claiming a security interest
in "Present and future accounts, receivables, chattel paper,
deposit accounts, personal property, assets and fixtures, general
intangibles, instruments, equipment and inventory." WebBank's UCC
lien constitute cash collateral.
The Debtor said WebBank, claiming a secured interest and if found
to have a valid security interest in the collateral, can be
adequately protected by continuing to allow WebBank to maintain a
security interest in the property which was held pre-pretition
having the same priority and rights in the collateral as it had
pre-petition including post-petition accounts and accounts
receivable and by paying adequate protection payments in the amount
of $450.00 per month beginning on November 23.
At a hearing on Nov. 18, 2020, the Court indicated that the Motion
would be granted on an interim basis with a further interim hearing
to be held on Dec. 1. After the hearing, the Debtor filed an
amended certificate of service, as well as a proposed order
granting the Motion on an interim basis and continuing the Motion
to Dec. 1. The amended certificate of service does not reflect
that the Debtor complied with the Court's Order Shortening Notice
and Scheduling the Expedited Hearing on the Motion. Moreover, it
does not appear that WebBank received notice of the hearing.
Accordingly, the Court concluded that the Motion must be denied
without prejudice.
About A-1 Auto Glass, Inc.
A-1 Auto Glass Inc. offered auto glass repair and replacement
services for windshields, side glass, and back glass. The company
serviced a variety of vehicle types, including trucks, heavy
equipment and classic cars. It sought protection under Chapter 11
of the US Bankruptcy Code (Bankr. M.D. N.C. Case No. 20-50809) on
November 5, 2020.
Erik M. Harvey, Esq., at Bennett Guthrie PLLC is the Debtor's
counsel.
AFFORDABLE RECOVERY: Plan Deadline Extended to March 31, 2021
-------------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered an order within which the
deadline for debtor Affordable Recovery Housing to file its plan of
reorganization and disclosure statement is extended to and
including March 31, 2021.
A full-text copy of the order dated December 22, 2020, is available
at https://bit.ly/37VlSXv from PacerMonitor at no charge.
The Debtor is represented by:
Joel A. Schechter
53 West Jackson Blvd., Suite 1522
Chicago, IL 60604
Tel: (312) 332-0267
E-mail: joel@jaskblaw.com
About Affordable Recovery Housing
Affordable Recovery Housing, an addiction treatment center in Blue
Island, Ill., filed it voluntary petition for relief pursuant to
Chapter 11 of the Bankruptcy Code (Banrk. N.D. Ill. Case No.
20-01973) on Jan. 23, 2020. The petition was signed by John M.
Dunleavy, chief executive officer. At the time of filing, the
Debtor estimated $50,000 in assets and $1 million to $10 million in
liabilities.
The Law Offices of Joel A. Schechter and The Norman Law Firm serve
as the Debtor's bankruptcy counsel and special counsel,
respectively.
AKAMAI PHYSICS: Seeks Approval to Hire Giddens & Gatton as Counsel
------------------------------------------------------------------
Akamai Physics, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of New Mexico to employ Giddens & Gatton Law, P.C.
as legal counsel.
Giddens & Gatton Law will render these legal services:
(a) advise the Debtor regarding all aspects of its Chapter 11
case;
(b) prepare legal papers;
(c) assist the Debtor in taking actions required to effect
reorganization under Chapter 11 of the Bankruptcy Code;
(d) perform all legal services necessary or appropriate for
the Debtor's continued operation; and
(e) perform other legal services for the Debtor in connection
with its Chapter 11 case.
Giddens & Gatton Law received a retainer in the amount of $10,000.
The firm was also paid $8,000.99 for pre-bankruptcy services and
tax.
The hourly rates of Giddens & Gatton Law's counsel and staff are:
Dave Giddens $350
Chris Gatton $275
Marcus Sedillo $175
Ashley Cook $175
Jennifer Higuera $115
Lorraine Chavez $115
Document Clerk $40
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
George Dave Giddens, Esq., a senior partner at Giddens & Gatton,
disclosed in court filings that the firm has no connection with the
Debtor, its creditors or any other party-in-interest.
The firm can be reached through:
George Dave Giddens, Esq.
10400 Academy NE, Suite 350
Albuquerque, NM 87111
Telephone: (505) 271-1053
Facsimile: (505) 271-4848
Email: dave@giddenslaw.com
About Akamai Physics
Akamai Physics is a laser systems development and applied physics
engineering company located in Las Cruces, N.M. Visit
http://www.akamaiphysicsinc.comfor more information.
Akamai Physics filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 20-12297) on Dec.
18, 2020. Allen R. Geiger, chief executive officer, signed the
petition. At the time of the filing, the Debtor disclosed $30,195
in total assets and $1,136,508 in total liabilities.
Judge David T. Thuma oversees the case.
Giddens & Gatton Law, P.C. serves as the Debtor's legal counsel.
AMERICAN CRYOSTEM: Delays Filing of Fiscal 2020 Annual Report
-------------------------------------------------------------
American CryoStem Corporation filed a Form 12b-25 with the
Securities and Exchange Commission notifying the delay in the
filing of its Annual Report on Form 10-K for the year ended Sept.
30, 2020.
"The compilation, dissemination and review of the information
required to be presented in the Form 10-K for the period ending
September 30, 2020 could not be completed and filed by December 29,
2020, without undue hardship and expense to the registrant. The
registrant anticipates that it will file its Form 10-K for the
period ended September 30, 2020 within the "grace" period provided
by Securities Exchange Act Rule 12b-25," as stated in the SEC
filing.
About American CryoStem
Eatontown, New Jersey-based American CryoStem Corporation (OTC:
CRYO) -- http://www.americancryostem.com-- is a developer,
marketer and global licensor of patented adipose tissue-based
cellular technologies and related proprietary services with a focus
on processing, commercial bio-banking and application development
for adipose (fat) tissue and autologous adipose-derived
regenerative cells (ADRCs).
American CryoStem reported a net loss of $1.08 million for the year
ended Sept. 30, 2019, compared to a net loss of $1.49 million for
the year ended Sept. 30, 2018.
Fruci & Associates II, PLLC, in Spokane, Washington, the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated Jan. 14, 2020, citing that the Company has incurred
significant losses since inception. This factor raises substantial
doubt about the Company's ability to continue as a going concern.
ANDREW C. WALKER: $440K Sale of Madison Property to Kellys Approved
-------------------------------------------------------------------
Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern
District of Mississippi authorized Andrew Cline Walker and Deborah
L. Walker to sell their house and real property located at 108
Chantilly Drive, Madison, Mississippi to Bradley Kelly, Esq., and
Allison Kelly for $440,000.
The sale is "as is" outside the ordinary course of business, free
and clear of liens, claims, encumbrances and interests, with such
liens, claims, encumbrances and interests attaching to the proceeds
of sale.
The closing attorney is authorized and directed to first disburse
and divide the previously approved 6% real estate commission
totaling $26,400 to the listing realtor real estate broker, Nell
Wyatt Real Estate, and the selling real estate broker, Shannon
Blanks of Nix-Tan and Associates, Inc.; pay closing costs from the
sales proceeds up to the amount of $1,500; to confirm the payoff
amounts with J.P. Morgan Mortgage Acquisition Corp., and Trustmark
National Bank; and to disburse the proceeds to these lien holders
in order of priority first to J.P. Morgan with all remaining funds
to Trustmark. After payments of these amount, there will be no
proceeds remaining for the estate.
The objection of the U. S. Trustee is resolved by the Debtors
agreeing to file a report of sale with a copy of the closing
statement within 10 days after the sale closes.
Andrew Cline Walker and Deborah L. Walker sought Chapter 11
protection (Bankr. S.D. Miss. Case No. 19-04312) on Dec. 4, 2019.
The Debtors tapped Michael Bolen, Esq., at Hood & Bolen, PLLC as
counsel. In August 2020, the Court approved Nell Wyatt of Nell
Wyatt Real Estate as real estate agent.
ANUVIA FLORIDA: To Default on $50 Million Municipal Bonds
---------------------------------------------------------
Martin Z. Braun of Bloomberg News reports that a subsidiary of
Anuvia Plant Nutrients LLC, which converts human waste and food
industry byproducts into fertilizer, will default on about $50
million of municipal bonds issued in 2018 as part of a debt
restructuring, the company said in securities filing.
Anuvia Florida LLC said it doesn't have enough cash to make Jan. 1
interest payment on the debt. Anuvia hasn't operated its Zellwood,
Florida facility since July 1, 2020.
"The company is evaluating alternatives for the project. For the
foreseeable future, ongoing operations of the project do not appear
economical given its high production cost," according to the filing
with the Municipal Securities Rulemaking Board
(www.emma.msrb.org).
"[T]he Company's management does not expect to have sufficient cash
on depositin the Operating Fundto make the upcoming Loan Repayment
due on December 31, 2020, for application by the Trustee in
accordance with Section 4.05 of the Indenture on the Jan. 1, 2021
Interest Payment Date.Further the Borrower otherwise does not have
sufficient cash on hand required to make payment to the Trustee of
the sums necessary to have funds on deposit equal to the amount
payable on the Jan. 1, 2021 Interest Payment Date, as required
under Section 4.1 of the Loan Agreement, which, with the passing of
time,will result in an Event of Default under Section 9.1(a) of the
Loan Agreement," according to the filing.
"[T]he Company's management also does not expect to have sufficient
cash on deposit to make the payment of debt service due on the
Super Senior Note on Jan. 1, 2021, which, with the passage of
time,will result in an Event of Default under, inter alia, Section
9.1(i) of the Loan Agreement."
During its investor call held on May 12, 2020, the Company
indicated it no longer expected to receive future capital advances
from Anuvia Plant Nutrients Holdings Inc. or Anuvia Plant Nutrients
Corporation, respectively, the Company's indirect and direct parent
company (collectively, the "Parent").
The Parent previously had advanced $20 million to the Company
during the period beginning on July 1, 2017 and ending Dec. 31,
2019. In addition to the maximum $20 million of New Contributions
provided for under Section 6.30 of the Loan Agreement, the Parent
also advanced other funds to pay certain fees and expenses of the
Company relating to the reissuance of the Bonds in 2018.
Subsequent to Dec. 31, 2019, the Parent has made additional
advances to the Company in the aggregate amount of $5.66 million,
calculated through June 30, 2020, to cover certain of the Company's
operating costs. No future Parent financial support of the Company
is anticipated to be forthcoming.
A full-text copy of the filing is available at:
https://emma.msrb.org/P21422875-P21105329-P21515221.pdf
About Anuvia Florida
Anuvia Florida LLC is located in Mount Dora, FL, United States and
is part of the Agricultural Chemical Manufacturing Industry. It
manufactures organic plant foods, fertilizers, and biosolids.
AREU STUDIOS: Confirmation Hearing on Jan. 19
---------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, entered an order on Dec. 16 conditionally
approving Areu Studios LLC's disclosure statement explaining its
amended plan of reorganization.
The Court set the confirmation hearing for Jan. 19.
Meanwhile, the Court rescheduled to Jan. 19 the hearing on the
Debtor's bid to use cash collateral. A hearing was originally set
for Dec. 14.
The Court previously authorized Areu Studios to use cash collateral
on an interim basis through the Dec. 14 hearing. The Debtor
requires the use of cash collateral to pay its operating expenses.
The Court held that for as long as the Debtor faithfully performs
its obligations under the Order and during the interim period or as
extended by the consent of the parties and provided the Case is not
dismissed or converted and the Debtor maintains in full force and
effect all licenses, certificates, and permits necessary for the
conduct of the Business, the Debtor will have the right to use Cash
Collateral during the Interim Period subject to all of the terms
and conditions of the Order.
The Debtor's use of Cash Collateral during the Interim Period will
be solely for purposes and in amounts specified in the Budget and
to pay other expenses in the ordinary course of the Debtor's
business that are authorized to be paid during the Interim Period
by order of the Court after notice and a hearing, including to pay
any required deposit to any utility, taxes that are incurred
post-petition, or insurance premiums for any property or casualty
insurance in effect as of the Petition Date. The Debtor will be
permitted a variance from the Budget line items associated with
utilities and insurance expenses by no more than 10% for each such
line item during the interim period.
As adequate protection to LV Atlanta LLC for the Debtor's use of
the Collateral, it is granted a security interest in and lien upon
the rents of the Debtor or proceeds of such as further provided in
the Assignment of Leases and Rents, whether in existence on the
Petition Date or thereafter acquired or arising, as adequate
protection against any diminution in value of the Collateral,
resulting from the Debtor's use or consumption of such Collateral,
provided, however, that the Adequate Protection Lien on any type or
item of property of the Debtor in which LV holds a pre-petition
security interest or lien will have the same priority vis-a-vis any
other valid and perfected lien as existed on the Petition Date.
The adequate protection lien will be in addition to any other liens
on the Collateral that are granted or extended to LV pursuant to 11
U.S.C. section 552.
Under the Debtor's amended plan and disclosure statement dated Dec.
11, Class 5 consists of the first priority secured claim of LV
Atlanta. The Plan says LV holds a first priority lien on all of
the Debtor's membership interests in and to Good Deed 317, LLC as
set forth in the Pledge and Security Agreement by and between the
Debtor and LV Atlanta dated Dec. 13, 2018 and as further set forth
in a UCC Financing Statement No. 0602018-10262 filed and recorded
in the Fulton County, Georgia real property records on Dec. 14,
2018. The Plan says the Class 5 Secured Claim is being paid in
full with interest pursuant to the Plan of Reorganization filed in
the Good Deed 317, LLC Bankruptcy Case No. 20-71227, pending in the
United States Bankruptcy Court, Northern District of Georgia. LV
shall retain its lien and security interest in the LV Collateral to
the same priority and validity as existed on the Filing Date;
however, LV shall release its lien on and security interest in the
LV Collateral for a payment of the then outstanding allowed Class 5
Secured Claim. Upon request by the Debtor, LV shall promptly
provide a payoff letter including the then outstanding balance of
the Class 5 Secured Claim and an accounting including all credits
and debits, including all payments received and their application.
Class 6 consists of the general unsecured claims. The Debtor shall
pay the General Unsecured Creditors in full with interest accruing
at the rate of 4.25% in equal monthly payments plus interest in the
total amount of $84,411.29 per month. The payments shall begin on
the 1st day of the 1st month following the Effective Date and
continuing for the 36th months following the Effective Date.
The Plan provides that the Debtor will retain all rights of action
against others. The Debtor holds claims against (i) The Areu Group
in the amount of $121,000 and (ii) Areu Bros, LLC in the amount of
$669,000. Neither entity is operating and it is likely that
recovery will not occur on these receivables.
The source of funds for the payments pursuant to the Plan is the
$18,000,000 equity infusion by Greenberg Film and TV Studio
Holdings, LLC as well as operations of the Debtor's studio.
About Areu Studios, LLC
Areu Studios, LLC, which owns and operates a movie studio in
Atlanta, Ga., sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 20-71228) on Oct. 29, 2020. The
petition was signed by Ozzie Areu, the company's manager. At the
time of the filing, Debtor had estimated assets of less than
$50,000 and liabilities of between $1 million and $10 million.
Judge Paul Baisier oversees the case.
Jones & Walden, LLC is the Debtor's legal counsel.
B-LINE CARRIERS: Hires Moecker Auctions as Auctioneer
-----------------------------------------------------
B-line Carriers, Inc., seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Moecker
Auctions, Inc., as auctioneer to the Debtor.
B-line Carriers requires Moecker Auctions to market and auction the
Debtors equipments consisting of semi trucks and trailers of
various years, manufacturers and model numbers.
Moecker Auctions will be paid 11% buyer's premium.
David D. Dybas, a partner of Moecker Auctions, Inc., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Moecker Auctions can be reached at:
David D. Dybas, Esq.
MOECKER AUCTIONS, INC.
1883 Marina Mile Blvd., Suite 106
Fort Lauderdale, FL 33315
Tel: (954) 252-2887
E-mail: ddybas@moeckerauctions.com
About B-Line Carriers
B-Line Carriers, Inc., a full-service petroleum transportation
company, filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06034) on Aug.
7, 2020. The petition was signed by Jason L. Baldree, president.
At the time of filing, the Debtor estimated $1 million to $10
million in both assets and liabilities. Amy Denton Harris, Esq.,
at Stichter, Riedel, Blain & Postler, P.A., is serving as the
Debtor's counsel.
BASS PRO: Sportsman's Acquisition No Impact on Moody's Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service said that Bass Pro Group, L.L.C's (Ba3
stable) planned acquisition of Sportsman's Warehouse Holdings Inc
for approximately $800 million is a credit positive, but has no
impact on the company's ratings or outlook.
On December 21, 2020, the two companies issued a joint press
release announcing the acquisition of Sportsman's Warehouse for
$18.00 per share in cash, equating to about an $800 million
purchase price. The acquisition will be funded primarily with
balance sheet cash and is expected to close in the second half of
2021.
If completed as planned, the acquisition is a credit positive
because it is a good strategic fit and would improve Bass Pro's
credit metrics, while allowing the company to maintain good
liquidity. The transaction would increase Bass Pro's scale and
expand its presence into complementary geographic regions. With 112
locations, Sportsman's Warehouse represents roughly 18% of Bass
Pro's revenue and 11% of EBITDA (based on Moody's adjusted EBITDA
calculations, excluding operating leases). Given the successful
integration of Cabela's Incorporated over the past several years,
Moody's expects synergies to be realized over time from lowering
costs, growing the credit card program and selling Bass Pro's
brands including Tracker Boats and ATVs. Since the transaction will
not involve incremental debt, Moody's estimates that debt/EBITDA
will improve to 4.6x from 5x (Moody's-adjusted, as of September 26,
2020) and EBIT/interest expense to 2.3x from 2.1x, excluding
potential synergies. However, while both companies benefited from a
surge in demand in 2020, credit metrics could weaken once health
and safety concerns abate, leading consumers to pivot back to other
spending categories such as travel and entertainment. Moody's
expects Bass Pro to have good liquidity over the next 12-18 months,
although balance sheet cash will be substantially diminished. The
company should generate solid positive free cash flow in 2021 and
will retain access to a currently undrawn $1.275 billion
asset-based revolver, with a potential for upsizing based on the
target's inventory levels.
Headquartered in Springfield, Missouri, Bass Pro Group, L.L.C (Bass
Pro, or The Great American Outdoors Group) operates Bass Pro Shops
and Cabela's, retailers of outdoor recreational products throughout
the US and Canada. The company also manufactures and sells
recreational boats and related marine products under the Tracker,
Mako, Tahoe, Nitro, Ranger Boats, and Triton brand names. The
company also owns the Big Cedar Lodge in Ridgedale, Missouri and
Big Cypress Lodge in Memphis, Tennessee. Bass Pro is majority owned
by its founder, John Morris. Revenues for the twelve months ended
September 26, 2020 were approximately $7.1 billion.
BERRY GLOBAL: Moody's Rates New $750MM First Lien Notes 'Ba2'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Berry Global
Inc.'s (a wholly owned subsidiary of Berry Global Group Inc.) $750
million senior secured first lien notes due 2026. The Ba3 Corporate
Family Rating, Ba3-PD Probability of Default Rating, and SGL-2
Speculative Grade Liquidity Rating under Berry Global Group Inc.
are unchanged. The outlook remains stable. The proceeds from the
new notes were used to repay the senior secured first lien term
loans due 2022 at par and pay fees and expenses. Moody's considers
the transaction credit neutral.
The Ba2 ratings on the first lien senior secured term loans and
notes, one notch above the Ba3 CFR, reflect the instruments'
subordination to the asset based revolver for the most liquid
assets (accounts receivable and inventory) and the benefit of the
loss absorption provided by a considerable amount of second lien
debt. The Ba3 CFR reflects an expectation of continued high
leverage through 2021 resulting from the debt financed acquisition
of RPC Group Plc in July 2019.
Assignments:
Issuer: Berry Global Inc.
Senior Secured 1st Lien Notes, Assigned Ba2 (LGD3)
The ratings are subject to the receipt and review of the final
documentation.
RATINGS RATIONALE
Moody's expects Berry to improve leverage to 4.7 times by year-end
2021 driven primarily by debt reduction as the company continues to
use free cash flow to pay down debt. Strengths in Berry's credit
profile include its considerable scale (revenue), a concentration
of sales in relatively stable end markets (food and healthcare),
and strong free cash generation. Berry is the largest rated
packaging manufacturer by revenue and has 75% of its customer
business under long-term contracts with cost pass-through
provisions (raises customer switching costs and protects against
increases in volatile raw material costs).
Weaknesses in Berry's credit profile include high leverage, some
exposure to more cyclical end markets and lengthy lags in
contractual cost pass-through mechanisms with customers (leaving
the company exposed to changes in volumes before increases in raw
material prices can be passed through). Berry operates in the
fragmented and competitive packaging industry which has many
private, unrated competitors and strong price competition.
The stable outlook reflects management's pledge to direct all free
cash flow to debt reduction until metrics improve to
pre-acquisition levels.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if the company sustainably improves
credit metrics within the context of a stable competitive
environment while maintaining good liquidity. Specifically, the
ratings could be upgraded if funds from operations to debt is above
15.5%, debt to EBITDA is below 4.25 times, and EBITDA to interest
expense is above 5.25 times.
The rating could be downgraded if Berry fails to improve credit
metrics or there is any deterioration in liquidity or the
competitive environment. Additional debt financed acquisitions or
excessive acquisitions (regardless of financing) could also prompt
a downgrade. Specifically, the ratings could be downgraded if funds
from operations to debt is below 13%, debt to EBITDA is above 4.8
times, or EBITDA to interest expense is below 4.25 times.
Based in Evansville, Indiana, Berry Global Group Inc. is a
manufacturer of both rigid and flexible plastic packaging for food,
beverage, health care, personal care, and industrial end markets.
Berry generates approximately 51% of sales in North American, 40%
in EMEA, 5% in Asia Pacific, and 4% in the rest of the world. Net
sales for the twelve months ended September 30, 2020 totaled
approximately $11.7 billion.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers Methodology
published in September 2020.
BLACKWATER TECHNOLOGIES: Seeks Approval to Tap MJCO as Accountant
-----------------------------------------------------------------
Blackwater Technologies, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
MJCO, LLC as its accountant.
MJCO will render these services:
(a) Preparation of annual federal income tax returns and state
income and sales tax returns;
(b) Preparation of financial information necessary to maintain
the Debtor's state licenses;
(c) Such other work as may be indicated by the accountant's
analysis of the records of the Debtor and the estate.
MJCO will be paid at these rates:
Bookkeeper services $65 per hour
Partner level consulting $350 per hour
J. Greg Logan, a managing member of MJCO, disclosed in court
filings that he and his firm neither hold nor represent any
interest adverse to the estate and are "disinterested persons" as
that term is defined in section 101(14) of the Bankruptcy Code.
MJCO can be reached through:
J. Greg Logan, CPA
MJCO, LLC
3097 E Shadowlawn Ave. NE
Atlanta, GA 30305
Telephone: (470) 291-2736
E-mail: greg@marshalljones.com
About Blackwater Technologies
Carrollton, Ga.-based Blackwater Technologies, Inc. specializes in
fire protection as well as low voltage projects. It provides fire
alarm installation, maintenance and inspection services.
Blackwater Technologies filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
20-11518) on Nov. 12, 2020. Charles C. Blackwell, chief executive
officer, signed the petition. At the time of the filing, the
Debtor disclosed $100,000 to $500,000 in assets and $1 million to
$10 million in liabilities.
Judge Paul Baisier oversees the case.
Smith Conerly LLP and MJCO, LLC serve as the Debtor's legal counsel
and accountant, respectively.
CAH ACQUISITION: $8M Sale of All Assets to Lauderdale Approved
--------------------------------------------------------------
Judge Jimmy L. Croom of the U.S. Bankruptcy Court for the District
of Kansas authorized CAH Acquisition Co. 11, LLC's sale of
substantially all assets to Lauderdale Community Hospital, LLC, for
a cash purchase price of $8 million at closing, plus assumption of
certain liabilities.
A Sale Hearing was held on Dec. 17, 2020.
The sale is free and clear of all Interests, with all such
interests to attach to the proceeds of the Sale Transaction.
The Debtors' assumption and assignment to the Buyer, and the
Buyer's assumption, on the terms set forth in the APA of the
Assigned Contracts and Leases is approved.
The Debtor's Medicare provider agreement will be assigned
consistent with the applicable law of Medicare and with Section 365
of the Bankruptcy Code. The Debtor, the Buyer, and the Secretary
of the United States Department of Health and Human Services have
agreed upon terms for the treatment of the hospital's
currently-known Medicare overpayments, including, inter alia, a
payment of $2,413,838 to the Secretary at the time of the closing
of the sale of the hospital, on account of those overpayments.
The Debtor will reserve the proceeds of the sale sufficient to pay
the estimated 4th Quarter 2020 U.S. Trustee fees in the estimated
amount of $48,429 and sufficient funds to pay additional the 4th
Quarter 2020 U.S. Trustee fees accrued based on the Dec. 31, 2020
distribution of sale proceeds at closing in the approximate amount
of 1% of $4,224,153 or $42,242, for a total Required Reserve of
$90,671. The Debtor is authorized and will pay such reserved
amounts to the U.S. Trustee in the ordinary course when such fees
are due, on Jan. 31, 2021. The Debtor is further authorized and
will pay from sale proceeds or other cash on hand U.S. Trustee
quarterly fees for subsequent quarters as such fees become due in
this case based on subsequent disbursements of sale proceeds or
other disbursements of the Debtor in the case.
The Debtor will withhold distribution of the balance of sale
proceeds after required payments at the Closing, including payment
to DHHS, satisfaction of the postpetition loan from Stone Bank,
payment of real and personal property taxes owing to the City of
Ripley and Lauderdale County, satisfaction of the Farnam Street
lease obligation and the Required Reserve, pending further order of
the Court, after notice and opportunity for a hearing as to the
disposition of the balance of the sale proceeds.
Time is of the essence in closing the Sale Transaction, and the
Debtor and the Buyer may close the Sale Transaction as soon as
practicable.
About CAH Acquisition Company 11
CAH Acquisition Company 11, LLC, which conducts business under the
name Lauderdale Community Hospital, is a provider of health care
services including diagnostic and therapeutic services, 24-hour
emergency care, convenient and specialized outpatient resources,
and pharmaceutical services and other services.
On Feb. 27, 2019, Marianna Williams was appointed as receiver.
CAH Acquisition Company 11 sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-22020) on March
8, 2019. The petition was signed by Ms. Williams, as
court-appointed receiver.
At the time of the filing, the Debtor was estimated to have assets
of between $1 million and $10 million and liabilities of the same
range.
The case has been assigned to Judge Paulette J. Delk.
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, is the Debtor's
legal counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
CARPENTER'S ROOFING: Seeks Approval to Hire Special Counsel
-----------------------------------------------------------
Carpenter's Roofing & Sheet Metal, Inc. seeks approval from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Ian E. Robinson, Esq., of Adams Coogler, P.A. as special
counsel.
The Debtor needs Mr. Robinson's assistance in resolving insurance
issues with respect to pending lawsuits in the Palm Beach County
Circuit Court.
Mr. Robinson and his firm are being paid directly by the Debtor's
insurance carrier.
Mr. Robinson disclosed in court filings that he is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code and he does not represent any interest adverse to the Debtor.
The firm can be reached through:
Ian E. Robinson, Esq.
Adams Coogler, P.A.
1555 Palm Beach Lakes Blvd., 16th Floor
West Palm Beach, FL 33401
Telephone: (561) 478-4500
Facsimile: (561) 478-7847
Email: irobinson@adamscoogler.com
About Carpenter's Roofing & Sheet Metal
Carpenter's Roofing & Sheet Metal, Inc. is a roofing contractor
headquartered in West Palm Beach, Fla. It was founded in 1931 by
Howard Carpenter. Visit https://carpentersroofing.com for more
information.
Carpenter's Roofing & Sheet Metal sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-24798) on
Nov. 29, 2018. At the time of the filing, Debtor disclosed
$1,040,593 in assets and $1,838,038 in liabilities.
Judge Mindy A. Mora oversees the case.
The Debtor hired Kelley & Fulton, PL, as its legal counsel, Ian E.
Robinson, Esq., of Adams Coogler, P.A. as special counsel, and
Rinehimerbaker LLC as accountant.
CARSON CREEK: Jan. 25, 2021 Plan Confirmation Hearing Set
---------------------------------------------------------
Carson Creek Ranch Parking, LLC, a Texas limited liability company,
filed with the U.S. Bankruptcy Court for the Western District of
Texas, the First Amended Disclosure Statement along with the First
Amended Plan of Reorganization. On Dec. 22, 2020, Judge Tony M.
Davis approved the First Amended Disclosure Statement and ordered
that:
* Jan. 19, 2021 is fixed as the last day for submitting ballots
for acceptances or rejections of the Plan.
* Jan. 19, 2021 is also fixed as the last day for filing and
serving written objections to confirmation of the Plan.
* Jan. 21, 2021, if fixed as the last day for the counsel of the
Debtor to file with the Court a ballot summary in the form required
by Local Bankruptcy Rule 3018(b) with a copy of the ballots.
* Jan. 25, 2021 at 2:45 p.m., at the U.S. Bankruptcy Court,
Courtroom No. 1, 903 San Jacinto Blvd., Austin, Texas, is fixed as
the time and place of the hearing on confirmation of the Plan and
any objections thereto.
A full-text copy of the order dated December 22, 2020, is available
at https://bit.ly/3aW7Erg from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Todd Headden
HAJJAR PETERS LLP
3144 Bee Caves Rd
Austin, Texas 78746
Tel: 512.637.4956
Fax: 512.637.4958
E-mail: theadden@legalstrategy.com
About Carson Creek Ranch Parking
Carson Creek Ranch Parking, LLC, a Texas limited liability company,
owns Unit 3 and Unit 4 of Duck Lake Commercial Condominiums, two of
the four units comprising a commercial condominium unit in Travis
County, Texas.
Carson Creek Ranch Parking, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Texas Case No. 20-10876) on
Aug. 3, 2020. At the time of the filing, the Debtor had estimated
assets of less than $50,000 and liabilities of between $100,001 and
$500,000. Judge Tony M. Davis oversees the case. Todd Headden,
Esq., at Hajjar Peters LLP, serves as Debtor's legal counsel.
CARSON CREEK: Property Sale Proceeds to Pay Creditors in Full
-------------------------------------------------------------
Carson Creek Ranch Parking, LLC, filed an Amended Disclosure
Statement describing its Plan of Reorganization dated December 22,
2020.
The Debtor is a Texas limited liability company. The Debtor owns
Unit 3 and Unit 4 of Duck Lake Commercial Condominiums, two of the
four units comprising a commercial condominium unit in Travis
County, Texas (the "Property"). The street address for the
Property is 701 Dalton Lane, Units #3 & #4, Austin, Texas 78742.
Those two units total approximately 16 acres of undeveloped land.
Debtor owns another smaller parcel of land which is not contiguous
with the Property and will not be sold as part of the Plan. The
Property is non-income producing and so the Debtor's income will be
generated from the anticipated sale of the Property.
On or about March 21, 2016, the Debtor executed a promissory note
in favor of JECG, LLC in the amount of $560,000. In July 2020,
JECG posted a Notice of Foreclosure indicating that it was going to
foreclose its security interest in the Property on Aug. 4, 2020.
At that time, Debtor had a pending contract to sell the property.
The Debtor filed bankruptcy prior to that foreclosure in order to
prevent the loss of substantial equity in the land, as reflected by
the then pending sales contract which valued the Property at
$1,200,000, securing debts of about $493,000, the Debtor had a 41%
loan to value ratio.
The Debtor plans to satisfy all creditors from the sale or
disposition of the Property. The Debtor will implement a sales
strategy to sell the two units of property via a Managed Qualified
Bid Program to be led by Hilco Real Estate. Under the program,
Hilco will widely market the Property and invite bidders to submit
qualified bids, then the qualified bidders will enter into a final
round of competitive bids, at which point the Property will be sold
to the bidder with the highest and best offer. This process
incentivizes potential bidders as they know that the Property will
be sold to the highest bidder at the conclusion of the process, if
the bids satisfy the minimum bid amount. Debtor intends to pay all
allowed claims from the proceeds.
The deadline for filing Proofs of Claim has not passed, and no
unsecured claims have been filed. The Debtor scheduled $40,143.50
in general unsecured claims owed to two creditors. Allowed Class 3
claims will be paid in full upon the sale of the Property after
payment of Allowed Claims in classes 1 through 2.
The equity interest holder, Ms. Joan Havard, will retain her
interest.
The Plan requires the Debtor to sell or otherwise refinance the
Property to pay its creditors. Based upon the previously
contracted sale price of the Property and Debtor's substantial
equity in the Property, the Debtor is confident that it will be
able to close a sale for the Property sufficient to pay all
creditors in full. The Debtor is proposing to close on the sale of
the property and pay creditors in full by March 31, 2021.
A full-text copy of the Amended Disclosure Statement dated December
22, 2020, is available at https://bit.ly/38J8u81 from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Todd Headden
HAJJAR PETERS LLP
3144 Bee Caves Rd
Austin, Texas 78746
Tel: 512.637.4956
Fax: 512.637.4958
E-mail: theadden@legalstrategy.com
About Carson Creek Ranch Parking
Carson Creek Ranch Parking, LLC, a Texas limited liability company,
owns Unit 3 and Unit 4 of Duck Lake Commercial Condominiums, two of
the four units comprising a commercial condominium unit in Travis
County, Texas.
Carson Creek Ranch Parking, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Texas Case No. 20-10876) on
Aug. 3, 2020. At the time of the filing, the Debtor had estimated
assets of less than $50,000 and liabilities of between $100,001 and
$500,000. Judge Tony M. Davis oversees the case. Todd Headden,
Esq., at Hajjar Peters LLP, serves as the Debtor's legal counsel.
CBAV1 LLC: Seeks Approval to Tap Concept IP as Special Counsel
--------------------------------------------------------------
CBAV1 LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to employ Concept IP LLP as
special counsel.
Concept IP will render these legal services:
(a) file any necessary documents relating to the payment of
annual fees due and owing to the United States Patent and Trademark
Office;
(b) coordinate the filing and paying of annuity payments in
certain foreign jurisdictions;
(c) give the Debtor legal advice with respect to any of the
necessary filings relating to the general intangibles; and
(d) perform all other legal services for the Debtor which may
be necessary in connection with the trademarks, patents or other
general intangibles.
Concept IP is requesting a post-petition retainer in the amount of
$13,980 to commence work.
The professionals who are most likely to work on these matters
are:
Pejman Yedidsion, Esq. $400
Michael Zarrabian $360
Christopher Weiss $240
Concept IP has no connection with the Debtor and is not an insider
or affiliate of the Debtor.
The firm can be reached at:
Concept IP LLP
Wells Fargo Building
11601 Wilshire Blvd., Fifth Floor
Los Angeles, CA 90025
Telephone: (310) 409-9920
About CBAV1 LLC
Bethlehem, Pa.-based CBAV1, LLC filed a Chapter 11 petition (Bankr.
E.D. Pa. Case No. 20-14310) on Oct. 30, 2020. In its petition, the
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities. Rachel Chell, manager, signed the
petition.
Judge Patricia M. Mayer presides over the case.
The Debtor tapped Ciardi Ciardi & Astin as bankruptcy counsel, and
Field Law, Chang Tsi & Partners Limited, and Concept IP LLP as
special counsel.
CRED INC: Committee Seeks to Retain McDermott Will as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Cred Inc., and its
debtor-affiliates, seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to retain McDermott Will & Emery
LLP, as counsel to the Committee.
The Committee requires McDermott Will to:
a. advise the Committee with respect to its rights, duties,
and powers in the Chapter 11 Cases;
b. assist and advise the Committee in its consultations and
negotiations with the Debtors and other parties in interest
relative to the administration of the Chapter 11 Cases;
c. solicit information from and provide information to the
general creditor body, including through the establishment
of a Committee information website;
d. assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and
in negotiating with holders of claims and equity interests;
e. assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of
the Debtors and their insiders and of the operation of the
Debtors' businesses;
f. assist the Committee in its analysis of, and negotiations
with, the Debtors or any third party concerning matters
related to, among other things, the assumption or rejection
of certain leases of non-residential real property and
executory contracts, asset dispositions, financing of other
transactions, and the terms of one or more plans of
reorganization for the Debtors and accompanying disclosure
statements and related plan documents;
g. assist and advise the Committee as to its communications
with the general creditor body regarding significant
matters in the Chapter 11 Cases;
h. represent the Committee at all hearings and other
proceedings before the Court;
i. review and analyze applications, orders, statements of
operations, and schedules filed with the Court and advise
the Committee as to their propriety and, to the extent
deemed appropriate by the Committee, support, join, or
object thereto;
j. advise and assist the Committee with respect to any
legislative, regulatory, or governmental activities;
k. assist the Committee in its review and analysis of the
Debtors' various agreements;
l. prepare, on behalf of the Committee, any pleadings,
including, without limitation, motions, memoranda,
complaints, adversary complaints, objections, or comments
in connection with any matter related to the Debtors
or the Chapter 11 Cases;
m. investigate and analyze any claims belonging to the
Debtors' estates; and
n. perform such other legal services as may be required or are
otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties, as set
forth in the Bankruptcy Code, Bankruptcy Rules, or other
applicable law.
McDermott Will will be paid at these hourly rates:
Partners $875 to $2,000
Senior Counsel $755 to $1,605
Employee Counsel $320 to $1,515
Associates $545 to $995
Paraprofessionals $115 to $650
McDermott Will will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Timothy W. Walsh, a partner of McDermott Will & Emery, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) is not
creditors, equity security holders or insiders of the Debtors; (b)
has not been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
McDermott Will can be reached at:
Timothy W. Walsh, Esq.
MCDERMOTT WILL & EMERY LLP
340 Madison Avenue
New York, NY 10173
Tel: (212) 547-5400
About Cred Inc.
Cred Inc. is a cryptocurrency platform that accepts loans of
cryptocurrency from non-U.S. persons and pays interest on those
loans. Cred -- https://mycred.io -- is a global financial services
platform serving customers in over 100 countries. Cred is a
licensed lender and allows some borrowers to earn a yield on
cryptocurrency pledged as collateral.
Cred Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 20-12836) on Nov. 7, 2020. Cred was
estimated to have assets of $50 million to $100 million and
liabilities of $100 million to $500 million as of the bankruptcy
filing.
The Debtors tapped Paul Hastings LLP as their bankruptcy counsel,
Cousins Law LLC as local counsel, and MACCO Restructuring Group,
LLC as financial advisor. Donlin, Recano & Company, Inc., is the
claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Dec. 3,
2020.
CUSTARCHPROD LLC: Accelerated Buying Equipment for $8K
------------------------------------------------------
CustArchProd, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Texas to authorize the sale of its 2009 Busellato, Jet
200R CNC machine to Accelerated Mechanical Services, LLC for
$8,000.
The Debtor owns the Property and has the Property at its leased
location in Dallas, Texas. It intends to surrender that location
in Dallas, and it would be required to remove the Property at a
substantial cost.
The Debtor has received an offer to purchase the Property from
Accelerated for $8,000. It believed the purchase price is fair for
the Property.
At the present time the Debtor has no need for the Property, the
Property would be costly to move, and the Debtor's new location
would not easily accommodate the Property. For these reasons, the
Debtor believes it is in its best interests and the best interest
of the estate of sell the Property.
The sale will be free and clear of all liens claims and
encumbrances, with such liens against the Property to attach to the
proceeds of the sale.
Objections, if any, must be filed within 21 days from the date of
filing of the Motion.
About CustArchProd LLC
CustArchProd, LLC, a Dallas, Texas-based custom architectural
products provider, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-32878) on Nov. 19,
2020. Managing member Christopher Wawroski signed the petition.
At the time of the filing, Debtor had estimated assets of less than
$50,000 and liabilities of between $100,001 and $500,000.
Eric A. Liepins, P.C., is the Debtor's legal counsel.
DESOTO OWNERS: Unsecured Creditors to be Paid in Full in Joint Plan
-------------------------------------------------------------------
Desoto Owners, LLC and Desoto Holdings, LLC filed with the U.S.
Bankruptcy Court for the Eastern District of New York a Joint Plan
of Reorganization dated December 22, 2020.
Each Holder of a Class 5 Allowed General Unsecured Claim shall
receive in full and final satisfaction, compromise, settlement,
release, and discharge of each such Allowed Claim its Pro Rata
Share of (a) $500,000 payable at the earlier of (i) 3 years from
the Effective Date (ii) 90 days after the closing of a sale of all
units built on the Parcel A Property and (iii) 90 days after the
Closing of the Refinancing Loan and (b) 40% the Namdar Litigation
Net Proceeds payable within 90 days of receipt of such proceeds
until 100% of all Allowed General Unsecured Claims have been paid.
In the event that Class 5 shall vote in favor of the Plan, the
Holders of Claims held by Gladstone Investors LLC, the Claims of
Meyer Lebovits, Thornbread and Willowdale Star Holdings LLC shall
waive any right to receive a distribution until all Allowed General
Unsecured Claims have been paid in full.
Holders of Interests in Desoto Owners LLC shall receive no
distribution under the Plan.
Holders of Interests in Desoto Holding LLC shall receive no
distribution under the Plan. On the Effective Date (i) any
certificate, share, note, bond, indenture, purchase right, or other
instrument or document, directly or indirectly evidencing or
creating any indebtedness or obligation of or ownership interest,
equity, or portfolio interest in Desoto Holding or any warrants,
options, or other securities exercisable or exchangeable for, or
convertible into, debt, equity, ownership, or profits interests in
Desoto Holding giving rise to any Claim or Interest shall be
canceled and deemed surrendered as to Desoto Holding and shall not
have any continuing obligations thereunder and (ii) a certificate
evidencing the ownership of 100% of the membership interests in
Desoto Holding shall be issued in the name of Newco. In exchange,
Newco shall pay to the Debtors a total of $10 million; $3.4 million
payable on the Effective Date and $7 million payable on the Closing
of the Construction Loan.
Prior to the Effective Date, Desoto Owners will obtain sufficient
funds from Newco to make payments of all amounts required by the
Plan to be made within 30 days of the Effective Date. Desoto Owners
shall obtain demolition permits to demolish the buildings on the
Mall Property and then demolish those buildings; subdivide a
roughly 22-acre parcel of the Mall Property which will become the
Parcel A Property and obtain approval from Manatee County to
commence construction of the Parcel A Property. Newco will provide
Desoto Owners with $3,400,000 to pay for these services and all
other costs incurred by Desoto Owners until the approval to
commence construction is obtained. On the Construction Loan
Approval Date, (i) Desoto Owners will obtain a construction loan to
finance construction of 360 multi-family residential units on the
Parcel A Property and (ii) Newco will contribute to Desoto Owners
approximately $7 million which will be sufficient (i) to pay
Romspen an amount equal to the Parcel A Property Value in exchange
for a release of its lien on the Parcel A Property and (ii) to pay
Class 1 and Class 2 Claims. Prior to Confirmation Newco will
execute a plan support agreement obligating it to make these
payments in exchange for obtaining all of the equity interests in
Desoto Holding.
Upon receipt of the proceeds of the Construction Loan Desoto Owners
will complete the development of the Parcel A Property. Desoto
Owners will commence leasing the newly constructed units as they
are finished. Desoto Owners will make Excess Cash Flow payments to
Romspen on the 15th day of each month after they become available
until the Class 3 Claim is paid in full. Once the 360 units are
fully leased Desoto Owners will either sell the developed Parcel A
Property or refinance its construction loan. Desoto Owners will
then pay off the balance of the Class 3 Romspen Claim and the
balance due to the Class 5 General Unsecured Claims from the
proceeds of the sale or refinance of the Parcel A Property and if
necessary, a sale or refinance of all or part of the rest of the
Mall Property. After 20 units are leased, the Debtor will provide
monthly cash flow reports to Romspen by no later than the 20th day
of each month.
A full-text copy of the joint plan dated December 22, 2020, is
available at https://bit.ly/3o02jmz from PacerMonitor at no
charge.
Attorneys for Debtors:
NUTOVIC &ASSOCIATES
Isaac Nutovic, Esq.
261 Madison Avenue, 26th Floor
New York, New York 10036
Tel.: (212) 789-3100
About Desoto Owners
Desoto Owners LLC is a Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)), owning a real property commonly known as
the Desoto Square Mall, which is located at 303 301 Blvd W.,
Bradenton, Fla. and is situated on a 58 acre parcel of land.
Desoto Owners LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
20-43387) on Sep. 22, 2020. The petition was signed by Moshe
Fridman, chief executive officer. At the time of filing, the
Debtor estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities. Isaac Nutovic, Esq. at
NUTOVIC & ASSOCIATES represents the Debtor as counsel.
DISCOVERY DAY: Seeks to Hire LSI Companies as Real Estate Broker
----------------------------------------------------------------
Discovery Day Academy II, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ LSI
Companies, Inc. as real estate broker.
The Debtor needs a real estate broker to assist in the sale of its
property located at 23601 North Commons Drive, Bonita Spring, Fla.
LSI Companies will be compensated as follows:
(a) If the firm is the only broker involved in the sale of the
property during the term of the agreement, the firm shall be
entitled to 5 percent of the gross sale price;
(b) If the firm sells the property with the assistance of a
co-broker during the term of the agreement, the firm shall be
entitled to 3 percent of the gross sale price and the co-broker
shall also be entitled to 3 percent of the gross sale price.
Justin Thibaut of LSI Companies disclosed in court filings that he
and his firm neither hold nor represent any interest adverse to the
Debtor and 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:
Justin Thibaut
LSI Companies, Inc.
6810 International Center Blvd.
Fort Myers, FL 33912
Telephone: (239) 489-4066
Facsimile: (239) 481-8477
About Discovery Day Academy II
Discovery Day Academy II Inc. is an independent private school
located in Bonita Springs. Founded in 2006, Discovery Day Academy
has developed The Discovery Method, a project-based learning model,
with an emphasis on children ages two to eight years.
Discovery Day Academy II filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-04183) on May 29, 2020. Discovery Day President Elizabeth A.
Garcia signed the petition. At the time of the filing, the Debtor
disclosed $5,500,000 and $6,050,389 in liabilities.
Judge Caryl E. Delano oversees the case. The Debtor is represented
by Michael R. Dal Lago, Esq., at Dal Lago Law.
DOS POTRILLOS: Seeks to Hire Ure Law Firm as Counsel
----------------------------------------------------
Dos Potrillos LLC seeks authority from the U.S. Bankruptcy Court
for the Central District of California to employ Ure Law Firm, as
counsel to the Debtor.
Dos Potrillos requires Ure Law Firm to:
(a) advise the Debtor regarding matters of bankruptcy law and
concerning the requirement of the Bankruptcy Code, and
Bankruptcy Rules relating to the administration of this
case, and the operation of the Debtor's estate as a debtor
in possession;
(b) represent the Debtor in proceedings and hearings in the
court involving matters of bankruptcy law;
(c) assist in compliance with the requirements of the Office
of the United States trustee;
(d) provide the Debtor legal advice and assistance with
respect to the Debtor's powers and duties in the continued
operation of the Debtor's business and management of
property of the estate;
(e) assist the Debtor in the administration of the estate's
assets and liabilities;
(f) prepare necessary applications, answers, motions, orders,
reports and/or other legal documents on behalf of the
Debtor;
(g) assist in the collection of all accounts receivable and
other claims that the Debtor may have and resolve claims
against the Debtor's estate;
(h) provide advice, as counsel, concerning the claims of
secured and unsecured creditors, prosecution and/or
defense of all actions; and
(i) prepare, negotiate, prosecute and attain confirmation of a
plan of reorganization.
Ure Law Firm will be paid at these hourly rates:
Thomas B. Ure $450
Law clerks/Paralegals $95 to $95
Prepetition, Ure Law Firm received $15,000 in fees and the filing
fee of $1,738 from the Managing Member of Debtor. As of the
petition date, $12,615 of the retainer funds remain unexhausted.
Ure Law Firm will receive an additional $2,000 per month from the
President of the Debtor to be placed in trust pending approval of
fees and costs.
Ure Law Firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Thomas B. Ure, founding partner of Ure Law Firm, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Ure Law Firm can be reached at:
Thomas B. Ure, Esq.
URE LAW FIRM
800 West 6 Street, Suite 940
Los Angeles, CA 90017
Tel: (213) 202-6070
Fax: (213) 202-6075
E-mail: tom@urelawfirm.com
About Dos Potrillos LLC
Dos Potrillos LLC, based in Long Beach, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 20-20771) on Dec. 7, 2020. In
the petition signed by David Romero, manager, the Debtor was
estimated to have $0 to $50,000 in assets and $1 million to $10
million in liabilities. The Hon. Barry Russell oversees the case.
URE LAW FIRM, serves as bankruptcy counsel to the Debtor.
EAGLE MANUFACTURING: May Use Cash Collateral Thru April 30
----------------------------------------------------------
Eagle Manufacturing, Inc., has obtained the consent of Ultima Bank
to use its cash collateral through April 30, 2021, according to the
parties' stipulation approved by the bankruptcy court.
The court held that the Debtor's offer of adequate protection
constitutes adequate protection of the secured parties' interests
under 11 U.S.C. sections 361 and 363.
The court further held that Ultima Bank and the Northwest Community
Development Commission will receive replacement liens in an amount
equal to the Debtor's actual use of cash collateral and any
diminution in the value of the Ultima's interest in the prepetition
collateral occurring on or subsequent to the Petition Date. The
replacement liens shall not attach to any claims arising pursuant
to chapter 5 of the Bankruptcy Code.
As additional adequate protection for Ultima Bank, the Debtor will
pay Ultima Bank the sum of $4,847.22 on the first of each month
which shall be applied to interest on the
outstanding debt on the Debtor's loans with Ultima and, with regard
to Loan 1696, applied to principal and interest as required by the
terms of that Note.
As additional adequate protection for Ultima Bank, the Debtor shall
provide Ultima Bank an accounting for the use of any cash proceeds
by the Debtor on a monthly basis and
provide to Ultima reasonable access to its books and records.
The Debtor also will keep the cash, real estate, and other personal
property collateral of Ultima insured; and obtain renewal of the
Letter of Credits on a timely basis for an additional one-year
period on the same terms and conditions as currently existing to
secure payment of the Indebtedness to Ultima Bank.
As adequate protection for WoodMaster, Inc., WoodMaster, Inc. shall
be able to continue to use the funds escrowed at Ultima Bank from
the January 13, 2020 sale of the Debtor's assets to pay for the
replacement of defective stoves the Debtor has agreed to pay for
pursuant to the sale of assets agreement of January 13, 2020 with
WoodMaster. Ultima Bank is authorized to allow the access of
WoodMaster to the escrow fund for that purpose.
The replacement liens granted by the Debtor to Ultima Bank
Minnesota and the Northwest Regional Development Commission shall
have the same dignity, priority, and
effect as their respective prepetition interests, if any.
Eagle Manufacturing previously won authority to use cash collateral
on an interim basis through Dec. 16. The Debtor said it needs the
use of cash collateral to, among other things, pay employees,
purchase inventory, and fulfill outstanding production
obligations.
The Debtor's business started as Northwest Manufacturing Inc. in
the farm shop of brothers Ron, Chuck, and Bruce Gagner outside of
Red Lake Falls, Minnesota, which grew into one of the best-selling
outdoor wood burning furnace brands in the US and Canada.
At its peak in 2008 Northwest had 130 employees and generated just
shy of $30 million in sales.
Unfortunately, in 2009 the Great Recession began the turnaround of
the company's growth and profitability. Starting with the downfall
of the auto industry, the state of Michigan, which was Northwest's
top state in sales was severely impacted. Next came the increased
smoke emission issues on the east coast which led to a complete ban
on outdoor woodstoves in the state of New York, another major state
in our sales network. In an effort to meet increased EPA
regulations Northwest invested heavily in product research and
development.
The perfect storm of the Great Recession, high R&D investments and
decreased sales due to EPA regulations, low fossil fuel prices and
warm winters in both 2015 & 2016 forced Bruce, Chuck and Ron to
sell off personal assets in 2017 and contribute a total of $588,000
back to the company in the form of paid-in capital and officer's
loans. The stress on the company's finances also led to issues with
relationship with Northwest's bank, Ultima Bank of Minnesota.
In April of 2019 Northwest entered into a forbearance agreement
with Ultima which included supplying letters of credit to the
Debtor and Ultima from both Ron and Bruce Gagner in the amount of
$200,000 each for a total of $400,000.
In the fall of 2019 Northwest was approached by its biggest
competitor to purchase the WoodMaster brand and business and in
January of 2020 the sale in the amount of $1,500,000 was completed.
The funds received were used to pay down secured debt with Ultima.
As part of the sale Northwest agreed to change its name, and in
February of 2020 Northwest Manufacturing, Inc. became Eagle
Manufacturing, Inc. Although the sale was enough to pay off over
half of Eagle's bank debt, from $2,659,530 to approximately
$1,000,000, it left nothing to pay its vendor debt. Further, the
remaining on-going business of Eagle cannot hope to pay back in
full the numerous vendors of the Debtor that were accumulated
during the time when the Debtor was operating at a much higher
income level.
Eagle Manufacturing Inc is now primarily a welding shop although it
did retain two product lines -- wood pellet barbeque grills and
commercial wood pellet/wood chip boilers.
The COVID pandemic has played a major part in deterring their
commercial sales, with their biggest sales opportunity being with
the state of Minnesota.
About Eagle Manufacturing
Eagle Manufacturing, Inc., manufactures outdoor furnaces offering a
range of furnaces to heat homes, garages, pools and spas; radiant
floor heating systems; and replacement parts for all outdoor
furnaces brands.
Eagle Manufacturing filed a Chapter 11 petition (Bankr. D. Minn.
Case No. 20-60555) on Nov. 6, 2020. In the petition signed by CFO
Ronald Gagner, the Debtor disclosed total assets of $5,496,035 and
total liabilities of $3,117,376.
Judge Michael E. Ridgway oversees the case.
Kenneth C. Edstrom, Esq., at Sapientia Law Group is serving as the
Debtor's counsel.
EMPIRE COMMUNITIES: Fitch Gives Final 'B-' LT IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned a final Long-Term Issuer Default Rating
(IDR) to Empire Communities Corp. of 'B-' following the completion
of its refinancing transactions. Fitch has also assigned a final
rating of 'BB-'/'RR1' to Empire's USD225 million senior secured
revolving credit facility and a 'B-'/'RR4' rating to the company's
USD400 million and CAD150 million senior unsecured notes. The
Rating Outlook is Stable.
The 'B-' IDR reflects the company's high leverage, its limited
geographic diversity, exposure to high-rise condominium projects
and long land position. The company's long history and leadership
position in its Canadian housing markets, high EBITDA margins and
good financial flexibility are also factored into the ratings. The
Stable Outlook reflects Fitch's expectation for modest residential
housing growth in the U.S. and Canada through 2021.
KEY RATING DRIVERS
High Leverage: As of Sept. 30, 2020, Empire's net
debt-to-capitalization (excluding non-controlling equity interest
and CAD35 million of cash classified by Fitch as not readily
available for working capital) was 78.2%. The company has a
meaningful land position in Canada, which management believes has
appraised values that are significantly higher than their book
values. Empire's pro forma total debt-to-operating EBITDA for the
LTM period ending Sept. 30, 2020 was 6.0x. Fitch expects Empire's
net debt-to-capitalization will settle around 78% at YE 2020 and
about 77% at the end of 2021. Total debt-to-operating EBITDA is
forecast to be 6.1x at the end of 2020 and around 6.4x at YE 2021.
The company's high leverage is somewhat counterbalanced by its good
financial flexibility.
Good Financial Flexibility: Empire has good financial flexibility
following the close of its refinancing transactions due to its
adequate liquidity position and extended debt maturity schedule.
Empire has about CAD193.6 million of cash and no borrowings under
its USD225 million revolving credit facility that matures in
December 2023.
High EBITDA Margins: Empire's EBITDA margin is at the high-end of
the homebuilders in Fitch's coverage, due in part to its land
strategy that provides for a developer's margin, similar to other
U.S. builders like Toll Brothers, Inc. and PulteGroup, Inc.
Empire's Fitch-calculated EBITDA margin for the LTM period ending
Sept. 30, 2020 was 15.7% and is projected to range between 15% and
16% during the forecast period.
Limited Geographic Diversification: As of Sep. 30, 2020, Empire
offered homes for sale in 77 communities across four markets in the
U.S. (Austin, San Antonio, and Houston, TX and Atlanta, GA) and
operations in the Greater Golden Horseshoe (including the Greater
Toronto area) in the Southern Ontario region of Canada. The company
is meaningfully less geographically-diversified compared with most
of the homebuilders in Fitch's coverage. Empire's geographic
concentration in these select markets leaves the company exposed to
an outsized impact to earnings and credit metrics if any of these
markets were to experience a regional downturn.
Strong Local Market Position in Canada: Empire was the number one
ranked low-rise builder in the Greater Golden Horseshoe region in
2019 and is the number four ranked low-rise builder in the combined
Greater Golden Horseshoe and Greater Toronto Area. Empire is
predominantly a second-tier player (top 20 builder) in its U.S.
markets given that it has only recently entered the U.S.
Exposure to High-Rise Condominium Projects: Empire currently has
six high-rise condominium projects, contributing about 28% of 3Q20
YTD revenues and 15.6% of gross profit. These projects typically
require significant upfront capital before generating revenues. A
majority of these projects also take an extended period of time to
construct, thus increasing the risk, particularly in a housing
downturn. This is somewhat mitigated by the high pre-sales levels
for these properties, with about 89% of the units pre-sold as of
Sept. 30, 2020. Additionally, sales of high-rise units typically
require at least a 20% down payment and developers typically have
recourse to the buyers should they decide to walk away from these
contracts.
Land Strategy: As of Sept. 30, 2020, Empire controlled 15,842 lots,
including 1,419 lot equivalents for its high-rise business. The
company has a 6.9-year land supply (including high-rise units and
lot sales) but is heavily weighted toward owned lots, accounting
for almost 93% of its total lots controlled or a 6.4-year supply
based on LTM closings. This is due to its exposure to the
land-constrained Greater Golden Horseshoe market (including its
high-rise operations) as well as its land development operations.
When isolating its U.S. operations, Empire has a lower land
position relative to the public builders in Fitch's coverage,
including 3.6 years of total controlled lot supply and 1.7 years of
owned lot supply. Nevertheless, the company's long land position
makes the company susceptible to meaningful impairment charges if
housing market conditions were to meaningfully deteriorate.
Cash Flow: Empire has generated negative cash flow from operations
(CFFO) during the past three years as it built out its U.S.
presence and added to its land supply in Canada. The company's
receivables were also elevated at the end of 2019. Through the
first nine months of 2020, Empire reported CFFO of CAD369.7 million
(compared with negative CAD219.2 million last year) as the company
reduced land spending and froze spec construction during the
pandemic and also monetized its receivables. Fitch expects Empire
will generate about CAD300 million of CFFO this year. Fitch
forecasts a modest improvement in housing activity next year, and
Fitch's base case forecast assumes that the company will return to
being CFFO negative in 2021 as it resumes spending on land and
development as well as housing and condominium units. Fitch is
comfortable with this strategy given management's appropriate
response to land and housing spending during the pandemic.
The company's rating reflects Fitch's expectation that management
will lower inventory spending if market conditions deteriorate and
monetize its housing inventory. This should allow Empire to
generate strong cash flow and use these to pay down debt or build
cash on the balance sheet during housing downturns. However, given
the company's exposure to high-rise projects, the ability to
generate cash may not be as immediate as homebuilders focused on
single-family homes, as the high-rise projects, which take longer
to construct, would need to be completed before Empire can monetize
its backlog.
DERIVATION SUMMARY
Empire Communities is meaningfully smaller and less geographically
diversified when compared with the U.S. homebuilders in Fitch's
coverage. The company's net debt-to-capitalization ratio of 78% and
debt-to-operating EBITDA of 6.1x is meaningfully higher than its
peers, including M/I Homes, Inc. (BB-/Stable), whose net
debt-to-cap is 29.6% as of Sept. 30, 2020 and reported
debt-to-operating EBITDA of 2.6x for the LTM ending June 30, 2020.
The company's land position is also longer than its peers, although
its land position in the U.S. is shorter than its U.S. peers.
Lastly, Empire's risk profile is higher given its exposure to
high-rise projects as well as its land development operations. The
company's EBITDA margin is better than all of the homebuilders in
Fitch's coverage given its strong position in the land-constrained
Canadian market and also the benefit of developing its own land.
KEY ASSUMPTIONS
Fitch's key assumptions within the agency's rating case for the
issuer include:
-- Revenues grow 28% in 2020 and increase 6%-8% in 2021;
-- EBITDA margins of 15%-16% in 2020 and 2021;
-- Total debt/operating EBITDA of 6.1x at YE2020 and 6.0x-6.5x at
YE2021;
-- Inventory/debt in the low- to mid-1x range in 2020 and 2021;
-- Net debt-to-capitalization ratio of about 78% at YE2020 and
77% at YE2021;
-- Empire generates cash flow from operations of CAD275 million
to CAD325 million in 2020 and will be cash flow negative in
2021.
RECOVERY ANALYSIS ASSUMPTIONS
The recovery analysis assumes that Empire would be reorganized as a
going-concern (GC) in bankruptcy rather than liquidated. Fitch
assumed a 10% administrative claim.
GC Approach
-- The GC EBITDA estimate of CAD140 million reflects Fitch's view
of a sustainable, post reorganization EBITDA level, upon which
the agency bases the enterprise value (EV). The GC EBITDA is
about 19% lower than the company's LTM EBITDA;
An EV multiple of 6.0x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization EV. The choice of the multiple
considered the following factors:
-- Transactions involving homebuilding companies include a 9.5x
enterprise value to EBITDA multiple on the 2018 acquisition of
CalAtlantic Homes by Lennar Corporation (based on a
transaction value of USD9.3 billion at the time of the
announcement and Fitch-calculated EBITDA of USD981 million for
CalAtlantic Homes for the LTM ending June 30, 2017);
-- Trading multiples (EV/EBITDA) for public homebuilders
currently average about 6.9x and has been in the 5x-11x range
for the past 12 months;
-- The senior secured revolving credit facility is assumed to be
75% drawn upon default. Fitch assumes that the borrowing base
would shrink as the company monetizes its inventory in a
housing downturn. The secured credit facility and Empire's
high-rise project loans are senior to the company's proposed
unsecured notes in the waterfall;
-- The allocation of the value in the liability waterfall results
in a recovery corresponding to an 'RR1' for the senior secured
revolving credit facility and a recovery corresponding to an
'RR4' for the unsecured notes. A material increase in the
secured high-rise debt without a corresponding increase in
Fitch's EV assumptions in a recovery scenario could lead to
negative rating action on the unsecured notes.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Net debt-to-capitalization below 65% and total debt/operating
EBITDA consistently below 6x and the company maintains a
healthy liquidity position;
-- Fitch may also consider positive rating actions if the company
further diversifies its operations in the U.S. while
maintaining a leadership position in the Greater Golden
Horseshoe and Greater Toronto areas, while reporting net debt
to-capitalization approaching 65% and total debt/operating
EBITDA around 6.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Inventory to debt consistently below 1.0x;
-- Net debt to capitalization consistently above 80%;
-- Empire consistently generates negative cash flow from
operations, leading to a deterioration of its liquidity
profile, including EBITDA to interest paid sustaining below
1.25x.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Empire has good financial flexibility following
the close of its refinancing transactions. Empire has about
CAD193.6 million of cash and no borrowings under its USD225 million
revolving credit facility that matures in December 2023. Fitch
forecasts EBITDA-to-interest paid to be sustained around 2.5x
during 2020 and 2021.
Repayment under Empire's high-rise project debt (which is dependent
on timing of completion) is manageable and is estimated to be about
CAD51 million in 2021, CAD54 million in 2022 and CAD26 million in
2023.
ESG Considerations
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
FARM-RITE: May Use Cash Collateral Thru Jan. 19
-----------------------------------------------
Judge Jerrold N. Poslusny entered a seventh interim order
authorizing Farm-Rite, Inc., to use cash collateral.
The Debtor and Farm Credit East, ACA have agreed to extend the
Debtor's use of cash collateral up through and including January
19, 2021. Counsel for the Debtor has conferred with counsel for
Farm Credit, TCFIF, WFCDF, Horizon, Kubota, and Land Pride-Division
of Great Plains Mfg. Inc. for the purpose of a consensual further
interim cash collateral order.
Accordingly, the Debtor is authorized to use cash collateral for
the periods and in accordance with the cash collateral budget, with
a 20% cushion allowed to the Debtor over and above said amount,
through January 19, 2021, for the purposes set forth in the Initial
Orders.
As additional adequate protection for use of the cash collateral,
among others:
-- Farm Credit is to be provided a report, as of December 31,
2020, showing the inventory and accounts receivable in the format
used by the Debtor and Farm Credit for the Debtor's "Borrowing Base
Certificate." The report will have all exhibits and schedules,
including accounts receivable report, accounts receivable ageing
report, schedule of new units owned, schedule of used units owned,
and parts inventory.
-- A replacement perfected security interest under 11 U.S.C.
sec. 361(2) to the extent that each of TCFIF, WFCDF, Land Pride and
Kubota's cash collateral liens are respectively validated pursuant
to further proceedings, to the extent and with the same priority in
all of the Debtor's postpetition collateral, and proceeds thereof,
that each of TCFIF, WFCDF, Land Pride and Kubota respectively held
in Debtor's pre-petition property, subject to payments due under 28
U.S.C. sec. 1930(a)(6). The replacement liens granted in this
Seventh Interim Order shall be deemed automatically valid and
perfected without any further notice or act by any party.
-- To the extent that adequate protection provided for proves
insufficient to protect the interests of each of TCFIF, WFCDF, Land
Pride and Kubota in and to the cash collateral, each of TCFIF,
WFCDF, Land Pride and Kubota respectively will have a superpriority
administrative expense claim, pursuant to 11 U.S.C. sec. 507(a), in
the same validity and priority to which they were entitled as of
the Petition Date, whether in this proceeding or in any superseding
proceeding, subject to payments due under 28 U.S.C. sec. 1930
(a)(6). Excluded from this super-priority administrative claim are
any causes of action arising under Chapter 5 of the Bankruptcy
Code.
Farm Credit's pre-petition liens and Farm-Credit's and the other
Secured Creditors' (as well as other purported Cash Collateral
Interest Holder's as may be applicable) replacement liens and
statutory rights under section 507(b) will be subject and
subordinate to a carve out for the payment of statutory fees
pursuant to 28 U.S.C. section 1930(a)(6) and for the payment of
allowed professional fees and disbursements, charges and expenses
incurred by counsel and other professionals retained by the Debtor,
in an aggregate amount not to exceed $60,000 per month through the
date of this Seventh Interim Order.
As additional adequate protection, the Debtor has submitted an
application for the retention of an investment banker to, inter
alia, market the Debtor's business for sale. As additional
adequate protection, the Debtor will submit a motion to establish
bidding procedures for the sale of the Debtor's assets by January
4, 2021.
If a Committee is appointed under section 1102 of the Bankruptcy
Code, it will have a minimum of 60 days (or such longer period as
the Committee may obtain for cause shown before the expiration of
such period) from the date of the order approving the appointment
of counsel to the Committee to (i) investigate the facts and to
determine the extent, validity and priority of the respective liens
of Farm Credit, TCFIF, WFCDF, Land Pride, Kubota and any other
entities who assert an interest in cash collateral, and (ii) bring
any appropriate proceedings as representative of the Debtor's
estate. The Debtor and any party in interest shall have a minimum
of 75 days (or a longer period for cause shown before the
expiration of such period) from the entry of the final cash
collateral order to (i) investigate the facts and file a motion
seeking authority to bring any appropriate proceedings (if such
motion is required) and (ii) file such proceeding as representative
of the Debtor's estate to determine the extent, validity and
priority of the respective liens of Farm Credit, TCFIF, WFCDF, Land
Pride, Kubota and any other entities who assert an interest in cash
collateral.
About Farm-Rite Inc.
Farm-Rite Inc. offers agriculture, construction, commercial
irrigation and commercial landscaping equipment. Bridgeton,
N.J.-based Farm-Rite filed for Chapter 11 bankruptcy (Bankr. D.N.J.
Case No. 20-19379) on August 7, 2020.
The case is assigned to Judge Jerrold Poslusny.
Arthur J. Abramowitz, Esq., at Sherman Silverstein Kohl Rose &
Podolsky, serves as the Debtor's counsel. The Debtor hired Karpac &
Company as accountant.
In its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities.
The petition was signed by Donald C. Strang, president.
FURNITURE FACTORY: Hires RAS Management as Financial Advisor
------------------------------------------------------------
Furniture Factory Ultimate Holding, L.P. and its affiliates seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ RAS Management Advisors, LLC as their financial
advisor.
The Debtors need a financial advisor to:
(a)assist the chief financial officer in the management of all
aspects of the Debtors' financial resources, including cash
management and the evaluation of their near-term cash and liquidity
requirements;
(b) assist in developing the Debtors' financial projections
and related reporting (including the preparation of a
debtor-in-possession budget and any reporting that may be required
with respect to any filing under Chapter 11 of the Bankruptcy Code,
and any subsequent reporting required by the U.S. Trustee as part
of any such bankruptcy filing);
(c) assist the Debtors' management and external professionals
with efforts related to any transactional process, including any
refinancing of the Debtors' existing credit obligations or any
other equity or investment efforts, whether prior or subsequent to
any filing under Chapter 11 of the Bankruptcy Code; and
(d) assist in the development of information that may be
required in support of any plan of reorganization.
RAS Management will be paid as follows:
(a) A retainer fee in the amount of $75,000.
(b) RAS Management invoices its fees and out-of-pocket
expenses on a weekly basis, and such invoices will be due and
payable via wire transfer upon issuance, subject only to any
limitations related to the Bankruptcy Code.
(c) RAS Management records its daily time in tenth-of-an-hour
increments for each RAS Management representative who provides
services to the Debtors as part of the engagement agreement. Daily
rates are charged for work performed away from the firm's offices
for no less than 10 hours. Hours worked in excess of 10 hours per
day, and hours spent working at the firm's own offices, are charged
at the applicable hourly rates. Travel is charged at no greater
than 50 percent of the applicable hourly rate.
(d) Out-of-pocket expenses will be billed in addition to the
firm's weekly fees as well as any attorney fees incurred (none are
expected) related to the engagement agreement.
Timothy Boates, president of RAS Management, disclosed in court
filings that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
RAS Management can be reached at:
Timothy D. Boates
RAS Management Advisors, LLC
1285 Sharps Cove Road
Gurley, AL 35748
Tel: (256) 776-4990
Fax: (734) 520-6779
About Furniture Factory Ultimate Holding
Furniture Factory Outlet, LLC retails furniture and accessories
products and serves customers in the United States. It was founded
in 1984 in Muldrow, Okla., around an original concept of providing
quality furniture at highly competitive prices with its "lowest
price every day" guarantee.
Furniture Factory and its affiliates, including Furniture Factory
Outlet, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 20-12816) on Nov. 5, 2020. Furniture Factory was estimated to
have $10 million to $50 million in assets and liabilities.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Klehr Harrison Harvey Branzburg LLP as legal
counsel, Focalpoint Securities LLC as investment banker, RAS
Management Advisors LLC as financial advisor, and B. Riley Real
Estate, LLC as their real property lease consultant. Stretto is
the claims agent.
FURNITURE FACTORY: Taps FocalPoint Securities as Investment Banker
------------------------------------------------------------------
Furniture Factory Ultimate Holding, L.P. and its affiliates seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ FocalPoint Securities, LLC as their investment
banker.
The firm's services will include:
(a) advising the Debtors in analyzing their strategic
alternatives and in structuring and effecting the financial aspects
of any transaction;
(c) designing the appropriate process to effect and initiate
any transaction, including an analysis of the various alternatives
and, if appropriate, the lenders and investors to be contacted for
the transaction;
(d) preparing any appropriate financial models, financial
analysis or marketing materials necessary to initiate and effect
any transaction including those to be provided to counterparties
such as lenders and investors in conjunction with any transaction;
(e) soliciting interest from counterparties in any
transaction;
(f) assisting the Debtors and their bankruptcy professionals
in reviewing and evaluating the terms of any proposed transaction
and, if directed, negotiating the terms thereof;
(g) assisting or participating in negotiations with parties in
interest, including any current or prospective creditors of,
holders of equity in, or claimants against the Debtors or their
respective representative in connection with a transaction;
(h) advising the Debtors with respect to, and attending,
meetings of the Debtors' board of directors (or equivalent body),
committees, creditor groups, official constituencies and other
interested parties, as necessary; and
(i) if needed, providing relevant testimony with respect to
any transaction.
The firm will be paid as follows:
(a) An advisory fee of $35,000 per month during the term of
the agreement.
(b) In the event that the Debtors pursue a sale, a fee to be
paid upon the closing of any sale equal to the greater of (i)
$500,000 and (ii) the sum of 5 percent of the transaction value up
to $13 million plus 7.5 percent of the transaction value in excess
of $13 million.
(c) In the event of a sale or restructuring in which the
current lender acquires the assets of the Debtors, through any
means (including a credit bid of the pre-petition or DIP claim, or
an Article 9 foreclosure), or becomes the majority owner of the
Debtors through any other means, FocalPoint shall earn a "lender
transaction fee" equal to $250,000 and no other sale fee or
restructuring fee shall be payable.
(d) In the event the Debtors pursue any other restructuring, a
restructuring fee of $600,000, payable upon the earlier of: (a) the
completion of any restructuring including, without limitation, the
confirmation and effectiveness of a plan or (b) the closing of any
restructuring or sale transaction.
(e) In the event that the Debtors pursue a financing with a
party other than the current lender or its affiliates, a financing
fee to be paid either as underwriting discounts, placement fees or
other compensation upon the closing of any financing equal to the
sum of (i) 3 percent of the gross amount of funded or committed
indebtedness that is secured by a first lien including, without
limitation, debtor-in-possession financing; plus (ii) 3 percent of
the gross amount of funded or committed indebtedness that: (a) is
secured by a second or more junior lien, (b) is unsecured or (c) is
subordinated; plus (iii) 6 percent of the gross amount of any
funded or committed preferred or common equity, convertible or
otherwise equity-linked securities or obligations.
(f) FocalPoint shall credit 50 percent of any financing fee
earned against any restructuring fee and shall credit the first two
monthly advisory fees paid to FocalPoint against any sale fee or
restructuring fee.
(g) In the event a sale fee and restructuring fee are
applicable to the transaction, FocalPoint will only be paid the
greater fee and in no scenario will the firm be paid both such
fees.
Michael Fixler, managing director at Focal Point, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael Fixler
FocalPoint Securities, LLC
11150 Santa Monica Blvd., Suite 1550
Los Angeles, CA 90025
Tel: 312-508-5780
Email: mfixler@focalpointllc.com
About Furniture Factory Ultimate Holding
Furniture Factory Outlet, LLC retails furniture and accessories
products and serves customers in the United States. It was founded
in 1984 in Muldrow, Okla., around an original concept of providing
quality furniture at highly competitive prices with its "lowest
price every day" guarantee.
Furniture Factory and its affiliates, including Furniture Factory
Outlet, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 20-12816) on Nov. 5, 2020. Furniture Factory was estimated to
have $10 million to $50 million in assets and liabilities.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Klehr Harrison Harvey Branzburg LLP as legal
counsel, Focalpoint Securities LLC as investment banker, RAS
Management Advisors LLC as financial advisor, B. Riley Real Estate,
LLC as their real property lease consultant. Stretto is the claims
agent.
GOOD DEED 317: Confirmation Hearing on Jan. 19
----------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, entered an order on Dec. 16 conditionally
approving Good Deed 317's disclosure statement explaining its
amended plan of reorganization.
The Court set the confirmation hearing for Jan. 19.
Meanwhile, the Court rescheduled to Jan. 19 the hearing on the
Debtor's bid to use cash collateral. A hearing was originally set
for Dec. 14.
The Court previously authorized Good Deed, an Areu Studios
subsidiary, to use cash collateral on an interim basis through the
Dec. 14 hearing. The Debtor requires the use of cash collateral
consisting of revenues from the operation of Areu Studios in order
to pay its operating expenses and insurance.
The Debtor owns a real property located at 3133 Continental Colony
Parkway SW, Atlanta, GA, 30331 where Areu Studios operates a
television and film studio.
Areu Studios is also a Chapter 11 debtor. The cases are not
jointly administered.
LV Atlanta, LLC asserts a security interest in the rents received
by Good Deed pursuant to the Assignment of Leases and Rents by and
between Good Deed and LV.
The Court's Interim Order permitted Good Deed to use Cash
Collateral solely for purposes and in amounts specified in the
Budget and to pay other expenses in the ordinary course of the
Debtor's business that are authorized to be paid during the Interim
Period by order of the Court after notice and a hearing, including
to pay any required deposit to any utility, taxes that are incurred
post-petition, or insurance premiums for any property or casualty
insurance in effect as of the Petition Date. The Debtor is
permitted a variance from the Budget line items associated with
utilities and insurance expenses by no more than 10% for each such
line item during the interim period.
As adequate protection to LV for the Debtor's use of the Collateral
which will be in addition to any other liens on the Collateral that
are granted or extended to LV pursuant to 11 U.S.C. section 552, LV
is granted a security interest in and lien upon the rents of the
Debtor or proceeds of such as further provided in the Assignment of
Leases and Rents, whether in existence on the Petition Date or
thereafter acquired or arising, as adequate protection against any
diminution in value of the Collateral resulting from the Debtor's
use or consumption of such Collateral, provided, however, that the
Adequate Protection Lien on any type or item of property of the
Debtor in which LV holds a pre-petition security interest or lien
will have the same priority vis-a-vis any other valid and perfected
lien as existed on the Petition Date.
Good Deed's amended plan does not provide a classification for
unsecured claims. The Debtor said its assets as of the bankruptcy
filing date consist of: (i) Bank of America Operating Account with
$162.19; (ii) the Real Property with a going concern value of
$25,700,000; and (iii) furniture, fixtures and equipment with a
liquidation value of $30,000. The Debtor said its liabilities
consist of secured claims totaling $14,500,000, priority claims of
$417,928 and general unsecured claims totaling approximately
$300,000.
Under the Plan, the Secured Claim of LV Atlanta is in Class 5. The
Debtor scheduled LV as holding a claim in the amount of $11,500,000
pursuant to a Promissory Note and Loan Agreement dated December 13,
2018. The Class 5 Secured Claim is secured by a first priority lien
on the Real Property (i.e. the real property located at 3133
Continental Colony Parkway, Atlanta, Georgia). The Debtor proposes
to pay the Class 5 Secured Claim on the Effective Date. LV shall
release its lien on and security interest in the Class 5 Collateral
for a payment of the then outstanding allowed Class 5 Secured Claim
less any payment previously received and applied pursuant to this
Plan.
Class 6 consists of the second priority secured claim of TP Krog,
LLC. TP holds a secured claim in the amount of $3,300,000 pursuant
to (i) a Promissory Note in the amount of $3,000,000 dated December
13, 2018 and (ii) a Promissory Note dated October 1, 2020 in the
amount of $300,000. The Class 6 Secured Claim is secured by a
second and third priority lien on the Real Property. The Debtor
proposes to pay the Class 6 Secured Claim in full on the Effective
Date.
Class 7 consists of Interest Claims of Areu Studios, which will
retain 100% of the membership interest in the Debtor. The holders
of Class 7 Claims are unimpaired.
The source of funds for the payments pursuant to the Plan is the
equity infusion in the amount of $18,000,000 provided by Greenberg
Film and TV Studio Holdings, LLC, through the Areu Studios Chapter
11 Bankruptcy Plan.
About Good Deed 317, LLC
Based in Atlanta, Ga., Good Deed 317, LLC is a single asset real
estate debtor (as defined in 11 U.S.C. Section 101(51B)).
Good Deed 317 sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 20-71227) on Oct. 29, 2020. Ozzie
Areu, manager, signed the petition.
At the time of the filing, Debtor had estimated assets of between
$10 million and $50 million and liabilities of between $10 million
and $50 million.
Judge Paul Baisier oversees the case.
Jones & Walden, LLC is the Debtor's legal counsel.
GUY LA FERRERA'S: Hires Blasi Wasserman as Attorney
---------------------------------------------------
Guy La Ferrera's International Design III, Inc., seeks authority
from the U.S. Bankruptcy Court for the Southern District of Florida
to employ Shapiro Blasi Wasserman & Hermann, P.A., as attorney to
the Debtor.
Guy La Ferrera's requires Blasi Wasserman to:
(a) give advice to the Debtor with respect to its powers and
duties as a debtor in possession and the continued
management of its business operations;
(b) advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) prepare motions, pleadings, orders, applications,
adversary proceedings, and other legal documents necessary
in the administration of the case;
(d) protect the interests of the debtor in all matters pending
before the court; and
(e) represent the debtor in negotiation with its creditors in
the preparation of a plan.
Blasi Wasserman will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Angelo A. Gasparri II, a partner of Blasi Wasserman, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Blasi Wasserman can be reached at:
Angelo A. Gasparri II, Esq.
Shapiro Blasi Wasserman & Hermann, P.A.
7777 Glades Road, Suite 400
Boca Raton, FL 33434
Tel: (561) 477-7800
Fax: (561) 477-7722
E-mail: agasparri@sbwh.law
About Guy La Ferrera's
Guy La Ferrera's International Design III, Inc., filed a Chapter 11
bankruptcy petition (Bankr. S.D. Fla. Case No. 20-23589) on Dec.
15, 2020, estimating under $1 million in both assets and
liabilities. The Debtor is represented by Shapiro Blasi Wasserman
& Hermann, P.A.
HANJIN INT'L: Moody's Rates New Term Loan Due 2022 'B1'
-------------------------------------------------------
Moody's Investors Service has assigned a B1 backed senior secured
rating to Hanjin International Corporation's (HIC, B3 review for
upgrade) proposed term loan due 2022. The loan will be guaranteed
by its parent, Korean Air Lines Co., Ltd.
HIC's ratings are under review for upgrade.
HIC will primarily use the proceeds of the transaction to refinance
part of its existing inter-company loans from KAL.
"The B1 rating on the term loan is higher than HIC's B3 corporate
family rating, reflecting the fact that the term loan benefits from
a first lien on the company's property in Los Angeles and ranks
higher in priority than HIC's existing inter-company loans from
KAL," says Sean Hwang, a Moody's Assistant Vice President and
Analyst.
RATINGS RATIONALE
HIC's B3 CFR is driven by Moody's assessment of a strong likelihood
of support from its parent KAL, in times of need. KAL has 100%
ownership of HIC and provides inter-company loans to the company,
in addition to guaranteeing its proposed term loan, leading to a
two-notch uplift to the CFR from HIC's standalone credit quality.
HIC's standalone credit quality is weak, given its untenable debt
leverage and weak cash flow amid the coronavirus outbreak. Its
standalone credit quality is also tempered by the small scale of
its single-location operations, although this risk is mitigated by
the prime location and competitive profile of its mixed-use
building, the Wilshire Grand Center in Los Angeles.
KAL's planned acquisition of Asiana Airlines Co., Ltd. -- if
completed as planned -- will enhance KAL's competitive position and
strategic importance to the Korean economy. KAL's upcoming equity
issuance and the likelihood of an additional credit extension from
the Korean government will mitigate the risks associated with KAL
and Asiana's weak near-term liquidity and Asiana's high financial
leverage.
The subsequent improvement in KAL's credit quality would in turn
benefit HIC's credit quality, given the likelihood of financial
support from KAL.
The term loan is secured by a first lien on the majority of HIC's
assets including the WGC, giving it priority over KAL's
inter-company loans in the company's liability structure. Following
the completion of the term loan, HIC's debt will mainly comprise
the senior secured term loan of up to $343.8 million and KAL's
inter-company loans and credit limit totaling approximately $600
million.
In terms of environmental, social and governance considerations,
Moody's regards the coronavirus outbreak as a social risk, given
the substantial implications for public health and safety. Although
the recovery of the overall economy and travel demand is underway,
it is tenuous and its continuation will be closely tied to
containment of the virus. As a result, the degree of uncertainty
around the recovery is unusually high.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's review will focus on the completion of KAL's proposed
equity issuance, which is currently scheduled for March 2021; the
progress in KAL's proposed acquisition of Asiana; and the company's
plans to address the near-term debt maturities at both KAL and
Asiana.
The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.
Hanjin International Corp. is a wholly-owned subsidiary of Korean
Air Lines Co., Ltd. and owns the Wilshire Grand Center, a 73-story
Class A mixed-use building located in Los Angeles in the US.
Established in 1962, KAL is a leading airline company based in
Korea. It owns a fleet of 140 passenger aircraft and 23 cargo
aircraft, serving 121 destinations across 43 countries as of
November 2020. KAL is also engaged in the aerospace and catering
businesses, as well as the hotel business in the US through HIC.
HILLIARD CHAPEL: Hires David C. Johnston as Counsel
---------------------------------------------------
Hilliard Chapel AME Zion Church seeks authority from the U.S.
Bankruptcy Court for the Eastern District of California to employ
David C. Johnston, Attorney at Law, as counsel to the Debtor.
Hilliard Chapel requires David C. Johnston to:
(a) give the Debtor legal advice about various bankruptcy
options, including relief under Chapters 7 and 11, and
legal advice about non-bankruptcy alternatives for dealing
with the claims against it;
(b) give the Debtor in Possession legal advice about its
rights, powers, and obligations in the Chapter 11 case and
in the management of the estate;
(c) take necessary action to enforce the automatic stay and to
oppose motions for relief from the automatic stay;
(d) take necessary action to recover and avoid any
preferential or fraudulent transfers and to exercise the
Debtor in Possession's strong-arm powers;
(e) appear with the Debtor's pastor at the meeting of
creditors, initial interview with the U.S. Trustee, status
conference, and other hearings held before the Court;
(f) review and if necessary, object to proofs of claim;
(g) take steps to obtain Court authority for the sale or
refinancing of assets if necessary; and
(h) prepare a plan of reorganization and a disclosure
statement and taking all steps necessary to bring the plan
to confirmation, if possible.
David C. Johnston will be paid at the hourly rate of $360.
The Debtor's affiliate, African Methodist Episcopal Zion Church
paid David C. Johnston in the amount of $7,000 as retainer, and
$1,717 filing fee.
David C. Johnston will also be reimbursed for reasonable
out-of-pocket expenses incurred.
David C. Johnston assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
David C. Johnston can be reached at:
David C. Johnston, Esq.
Attorney at Law
1600 G Street, Suite 102
Modesto, CA 95354
Tel: (209) 579-1150
Fax: (209) 579-9420
About Hilliard Chapel AME Zion Church
Hilliard Chapel AME Zion Church, based in Stockton, CA, filed a
Chapter 11 petition (Bankr. E.D. Cal. Case No. 20-25294) on Nov.
23, 2020. In the petition signed by Lamont D. Brown, pastor, the
Debtor was estimated to have $1 million to $10 million in assets
and $500,000 to $1 million in liabilities. The Hon. Christopher M.
Klein presides over the case. David C. Johnston, Esq., serves as
bankruptcy counsel.
HYTERA COMMUNICATIONS: Sale OK'd Minus Assets Disputed by Motorola
------------------------------------------------------------------
Danny Ramey of RadioResource reports that a California bankruptcy
judge approved the sale of the assets of Hytera Communications'
U.S. subsidiaries to a newly formed Hytera entity. However, the
approved sale does not include some assets involved in litigation
with Motorola Solutions. A separate hearing on those issues will
be held in January 2021.
Hytera's two U.S. subsidiaries filed for Chapter 11 bankruptcy in
May 2020, largely in part because of legislation brought against
them and Hytera Communications by Motorola Solutions. In 2017,
Motorola sued Hytera and it subsidiaries in the U.S. District Court
for Northern District of Illinois, alleging that Hytera had stolen
its trade secrets. In February 2020, a jury awarded Motorola
$764.6 million in damages.
Those damages make up the majority of outstanding debts Hytera's
American entities cited when filing for bankruptcy. After
searching for other buyers, Hytera asked the court to approve a
sale of the subsidiaries' assets to Hytera US, a newly formed
Hytera entity. The court held a hearing and was ready to approve
the sale but Motorola filed a motion objecting to the sale.
Motorola accused Hytera of using the bankruptcy to put a stay on
post-trial proceedings in the theft of trade secrets case. Under
federal law, when a bankruptcy case is initiated, other legal
proceedings against that entity are stayed. Motorola argued that
Hytera was using the bankruptcy to prevent a Motorola motion asking
for a permanent injunction that would prevent Hytera from selling
products determined to include Motorola trade secrets from moving
forward.
Hytera and Motorola agreed to a lifting of the stay to allow that
motion to be considered before a hearing on the sale was held. The
Illinois court has since denied Motorola's injunction but granted
Motorola a reasonable royalty for Hytera's continued use of its
trade secrets.
The U.S. Bankruptcy Court for the Central District of California
granted Hytera's request to approve the sale of the two U.S.
subsidiaries to Hytera US. The court determined that the proposed
sale would bring the highest value for the U.S. subsidiaries assets
and would pay off more of the companies' debts than any other
alternative.
However, the assets approved for sale by the judge do not include
an inventory of products determined to use Motorola trade secrets
that Motorola has contended should not be sold to the new Hytera
entity. The court will hold a hearing on that specific issue on
Jan. 22, 2021.
Prior to that hearing, Motorola and the subsidiaries are to meet by
Jan. 5, 2021 to try and come up with a resolution for that
particular issue. Additionally, Motorola has until Jan. 7, 2021 to
file a motion identifying inventory held by Hytera that include its
trade secrets. Hytera then has until Jan. 14, 2021 to respond to
that filing.
About Hytera Communications America
Hytera communications America (West), Inc. is a global company in
the two-way radio communications industry. It has 10 international
R&D Innovation Centers and more than 90 regional organizations
around the world. Forty percent of Hytera employees are engaged in
engineering, research, and product design. Hytera has three
manufacturing centers in China and Spain. For more information,
visit https://www.hytera.us
On May 26, 2020, Hytera sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 20-11507). At the
time of the filing, Debtor had estimated assets of between $10
million and $50 million and liabilities of between $500 million and
$1 billion.
Judge Erithe A. Smith oversees the cases.
The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as bankruptcy
counsel; Steptoe & Johnson, LLP as corporate and special counsel;
and Imperial Capital, LLC as financial advisor.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on June 15, 2020. The committee is represented by Levene
Neale Bender Yoo & Brill, LLP.
IMERYS TALC: Resolves Indemnification Rights Dispute with Cyprus
----------------------------------------------------------------
Imerys Talc America, Inc., et al. and Imerys Talc Italy S.P.A.,
filed the Disclosure Statement for Fifth Amended Joint Chapter 11
Plan of Reorganization.
The Plan effectuates a global settlement (the "Cyprus Settlement")
among the Debtors, Cyprus Mines Corporation, Cyprus Amax Minerals
Company, and Freeport-McMoRan Inc. ("Freeport," and together with
Cyprus, the "Cyprus Parties"), the Tort Claimants' Committee, the
FCR, and the Imerys Plan Proponents (collectively, the "Cyprus
Settlement Parties"), which represents a comprehensive resolution
of all issues between and among the Cyprus Settlement Parties, and
resolves (i) the treatment of Talc Personal Injury Claims relating
to Cyprus, (ii) disputes between Cyprus and the Debtors regarding
entitlement to certain insurance proceeds between Cyprus and the
Debtors, and (iii) disputes between Cyprus and the Debtors
regarding ownership of certain indemnification rights. The Cyprus
Settlement, like the Imerys Settlement and the Rio Tinto/Zurich
Settlement, provides a significant benefit to holders of Talc
Personal Injury Claims.
The Cyprus Settlement provides, inter alia, that:
* the Cyprus Settlement will be implemented through two chapter
11 plans – (i) the Plan filed in the Chapter 11 Cases and (ii) a
chapter 11 plan to be filed by Cyprus Mines in a case under chapter
11 of the Bankruptcy Code to be commenced by Cyprus Mines in the
United States Bankruptcy Court for the District of Delaware;
* CAMC will pay $130 million to the Talc Personal Injury Trust
in seven installments, which shall be guaranteed by Freeport, with
the first installment paid within thirty days of the Cyprus Trigger
Date;
* on the Cyprus Trigger Date, the Cyprus Protected Parties will
assign any and all rights to and in connection with the Cyprus Talc
Insurance Policies to the Talc Personal Injury Trust;
* on the Cyprus Trigger Date, the Talc Personal Injury Trust
will assume all present and future obligations associated with
recovering proceeds under the Cyprus Talc Insurance Policies,
provided that solely to the extent that the Talc Personal Injury
Trust asserts any claim as assignee of a Cyprus Protected Party
bound by the PDC Agreement,15 the Talc Personal Injury Trust shall
abide by the terms of the PDC Agreement and unless otherwise stated
in the Plan or the Cyprus Settlement Agreement, such obligations
shall not include any obligations undertaken by any Cyprus
Protected Party in any settlement agreement or other contract
compromising or releasing any rights under any Cyprus Talc
Insurance Policy;
* on the Cyprus Trigger Date, the Cyprus Protected Parties
shall also transfer and assign to the Talc Personal Injury Trust
any and all other rights of reimbursement, contribution, or
indemnification relating to or in connection with the Talc Personal
Injury Claims as to which the Cyprus Protected Parties are being
protected under the Plan and/or the Cyprus Mines Plan;
* on the Cyprus Trigger Date, the appropriate Cyprus Protected
Parties shall each execute and deliver to the Talc Personal Injury
Trust, in a form reasonably acceptable to the Talc Personal Injury
Trust, an assignment to the Talc Personal Injury Trust of: (i) all
of their rights to or claims for indemnification, contribution, or
subrogation against any Person relating to the payment or defense
of any Talc Personal Injury Claim or any past talc-related claim
against the Debtors or the Cyprus Protected Parties prior to the
Cyprus Trigger Date, and (ii) all of the other rights to or claims
for indemnification, contribution, or subrogation against any
Person relating to any Talc Personal Injury Claim or other claims
channeled to the Talc Personal Injury Trust; and
* the Plan and the Cyprus Mines Plan will include the broadest
releases and channeling injunctions permitted by sections 105(a),
524(g), and 1141(d)(1) of the Bankruptcy Code so as to prevent the
assertion of any further talcrelated claims against the Cyprus
Protected Parties.
To be counted, the Ballot indicating acceptance or rejection of the
Plan must be received by the Solicitation Agent no later than 4:00
p.m. on March 16, 2021 (the "Voting Deadline").
A full-text copy of the Fifth Amended Joint Plan dated December 22,
2020, is available at https://bit.ly/2WUUGlp from PacerMonitor at
no charge.
Counsel for the Debtors:
Mark D. Collins, Esq.
Michael J. Merchant, Esq.
Amanda R. Steele, Esq.
Brett M. Haywood, Esq.
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
- and -
Jeffrey E. Bjork, Esq.
Kimberly A. Posin, Esq.
Helena G. Tseregounis, Esq.
Shawn P. Hansen, Esq.
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
helena.tseregounis@lw.com
shawn.hansen@lw.com
- and -
Richard A. Levy, Esq.
330 North Wabash Avenue, Suite 2800
Chicago, Illinois 60611
Telephone: (312) 876-7700
Facsimile: (312) 993-9767
E-mail: richard.levy@lw.com
Counsel for the Tort Claimants' Committee:
Natalie D. Ramsey, Esq.
Mark A. Fink, Esq.
ROBINSON & COLE LLP
1201 North Market Street, Suite 1406
Wilmington, Delaware 19801
Telephone: (302) 516-1700
Facsimile: (302) 516-1699
E-mail: nramsey@rc.com
mfink@rc.com
- and -
Michael R. Enright, Esq.
280 Trumbull Street
Hartford, Connecticut 06103
Telephone: (860) 275-8290
Facsimile: (860) 275-8299
E-mail: menright@rc.com
Counsel for the Future Claimants' Representative:
Robert S. Brady, Esq.
Edwin J. Harron, Esq.
Sharon M. Zieg, Esq.
YOUNG CONAWAY STARGATT &
TAYLOR LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
E-mail: rbrady@ycst.com
eharron@ycst.com
szieg@ycst.com
Counsel for Imerys S.A. and the Persons Listed on Schedule II of
the Plan:
Christopher Kiplok, Esq.
Dustin P. Smith, Esq.
Erin Diers, Esq.
HUGHES HUBBARD & REED LLP
One Battery Park Plaza
New York, New York 10004
Telephone: (212) 837-6000
Facsimile: (212) 422-4726
E-mail: christopher.kiplok@hugheshubbard.com
dustin.smith@hugheshubbard.com
erin.diers@hugheshubbard.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.
IN-SHAPE HOLDINGS: Hires Chilmark Partners as Financial Advisor
---------------------------------------------------------------
In-Shape Holdings, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ
Chilmark Partners, LLC as their financial advisor and investment
banker.
Chilmark Partners will render these financial advisory and
investment banking services:
(a) Review and analyze the Debtors' business and prospects;
(b) Review and analyze the Debtors' short-term and long-term
business plans;
(c) Analyze the Debtors' financial liquidity and financing
requirements;
(d) Advise the Debtors and provide strategic and financial
analyses with respect to alternatives regarding financial
liabilities;
(e) Advise the Debtors and, if requested, negotiate with
lenders or debtholders with respect to potential waivers,
amendments of credit facilities, or alternative financing
arrangements;
(f) Develop valuation, debt capacity and recovery analyses in
connection with developing and negotiating a potential
transaction;
(g) Assist in the development of a negotiating strategy and,
if requested by the Debtors, assist in negotiations with the
Debtors' creditors, landlords, and other interested parties with
respect to a restructuring or any potential transaction;
(h) Advise with respect to the value and terms of
consideration offered for the Debtors in connection with any
transaction;
(i) Make presentations to the Debtors' Board of Directors,
creditor groups or other interested parties as appropriate;
(j) Provide expert witness testimony, as reasonably
requested;
(k) Assist the Debtors in the preparation for any
restructuring; and
(l) Assist the Debtors in the preparation of marketing
materials.
Chilmark will be compensated as follows:
(a) A monthly fee of $75,000.
(b) If the Debtors consummate a restructuring, a fee equal to
$800,000.
(c) If, whether in connection with the consummation of a
restructuring or otherwise, the Debtors consummate any disposition,
the Debtors will pay Chilmark a fee equal to the restructuring fee
plus 1.2 percent of the additional aggregate consideration.
(d) For the avoidance of any doubt, more than one fee may be
payable and no credits shall cause the amount of any fees payable
to go below zero.
(e) Reimbursement of expenses during the engagement.
Prior to the petition date, Chilmark received payments in the
amount of $523,757 consisting of (i) monthly fees of $360,000 (ii)
expense reimbursements of $13,757 and (iii) a retainer of
$150,000.
Aaron Taylor, a member of Chilmark Partners, 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:
Aaron S. Taylor
Chilmark Partners, LLC
875 N. Michigan Ave., Ste. 3460
Chicago, IL 60611
Telephone: (312) 984-9711
Email: ataylor@chilmarkpartners.com
About In-Shape Holdings
In-Shape is a regional health club operator. Before the outbreak of
COVID-19, In-Shape operated 65 clubs with over 470,000 members. Its
clubs offer premium amenities and member-focused community club
experiences at tiered pricing levels in secondary markets around
California. Visit https://www.inshape.com/ for more information.
In-Shape Holdings, LLC and two affiliates, including In-Shape
Health Clubs, LLC, sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 20-13130) on Dec. 16, 2020. In-Shape Holdings was
estimated to have $50 million to $100 million in assets and $100
million to $500 million in liabilities as of the bankruptcy
filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Keller Benvenutti Kim LLP and Troutman Pepper
Hamilton Sanders LLP as their bankruptcy counsel, Chilmark Partners
LLC as investment banker, and B. Riley Financial, Inc. as real
estate advisor. Stretto is the claims agent and administrative
advisor.
IN-SHAPE HOLDINGS: Seeks to Tap Keller Benvenutti as Counsel
------------------------------------------------------------
In-Shape Holdings, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ Keller
Benvenutti Kim LLP as bankruptcy counsel.
Keller Benvenutti will render these legal services:
(a) advise the Debtors of their rights, powers and duties in
the operation and management of their respective businesses and
properties under Chapter 11 of the Bankruptcy Code;
(b) prepare legal documents and review financial reports;
(c) prepare responses to pleadings and other legal papers that
may be filed by other parties, and appear in hearings or other
court proceedings;
(d) review the nature and validity of any liens asserted
against the Debtors' property and advise the Debtors concerning the
enforceability of such liens;
(e) advise the Debtors regarding their ability to initiate
actions to collect and recover property for the benefit of their
estates;
(f) advise the Debtors in connection with any asset
dispositions;
(g) advise the Debtors concerning employment related issues;
(h) assist the Debtors in negotiations with debt holders and
other stakeholders;
(i) advise the Debtors concerning executory contract and
unexpired lease assumptions, assignments and rejections;
(j) advise the Debtors in connection with the formulation,
negotiation and promulgation of a plan of reorganization, and
related transactional documents;
(k) assist the Debtors in reviewing, estimating and resolving
claims asserted against the estates;
(l) commence and conduct litigation that is necessary and
appropriate to assert rights held by the Debtors, protect assets of
the Debtors' estates or otherwise further the goal of completing
the Debtors' successful reorganization;
(m) provide non-bankruptcy services to the extent requested by
the Debtors; and
(n) perform all other necessary and appropriate legal services
in connection with the Debtors' Chapter 11 cases.
The standard hourly rates charged by Keller Benvenutti are:
Tobias S. Keller, Partner $850
Jane Kim, Partner $700
David A. Taylor, Partner $600
Gabrielle Albert, Of Counsel $600
Dara Levinson Silveira, Associate $450
Thomas B. Rupp, Associate $450
Danisha Brar, Associate $375
Hadley Roberts-Donnelly, Paralegal Trainee $150
The firm will also seek reimbursement for work-related expenses
incurred.
Keller Benvenutti received a retainer of $800,000.
Jane Kim, Esq., a partner at Keller Benvenutti, 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:
Jane Kim, Esq.
Tobias S. Keller, Esq.
Keller Benvenutti Kim LLP
650 California Street, Suite 1900
San Francisco, CA 94108
Telephone: (415) 496-6273
Facsimile: (650) 636-9251
Email: jkim@kbkllp.com
tkeller@kbkllp.com
About In-Shape Holdings
In-Shape is a regional health club operator. Before the outbreak of
COVID-19, In-Shape operated 65 clubs with over 470,000 members. Its
clubs offer premium amenities and member-focused community club
experiences at tiered pricing levels in secondary markets around
California. Visit https://www.inshape.com/ for more information.
In-Shape Holdings, LLC and two affiliates, including In-Shape
Health Clubs, LLC, sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 20-13130) on Dec. 16, 2020. In-Shape Holdings was
estimated to have $50 million to $100 million in assets and $100
million to $500 million in liabilities as of the bankruptcy
filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Keller Benvenutti Kim LLP and Troutman Pepper
Hamilton Sanders LLP as their bankruptcy counsel, Chilmark Partners
LLC as investment banker, and B. Riley Financial, Inc. as real
estate advisor. Stretto is the claims agent and administrative
advisor.
IN-SHAPE HOLDINGS: Seeks to Tap Stretto as Administrative Advisor
-----------------------------------------------------------------
In-Shape Holdings, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ
Stretto as administrative advisor.
Stretto will render these services:
(a) Assist with, among other things, claims reconciliation,
plan solicitation, balloting, disbursements and tabulation of
votes, and prepare any related reports in support of confirmation
of a Chapter 11 plan;
(b) Prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) Assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) Provide a confidential data room, if requested; and
(e) Manage and coordinate any distributions pursuant to a
chapter 11 plan.
The hourly rates for Stretto's services are:
Analyst $30 - $60
Consultant (Associate/Senior Associate) $65 - $182
Director/Managing Director $192 - $230
Solicitation Associate $209
Director of Securities $230
Stretto will seek reimbursement for work-related expenses incurred.
The Debtors agreed to pay Stretto an advance of $25,000 for fees
and expenses.
Sheryl Betance, a senior managing director at Stretto, 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:
Sheryl Betance
Stretto
410 Exchange, Ste. 100
Irvine, CA 92602
Telephone: (714) 716-1872
Email: Sheryl.betance@stretto.com
About In-Shape Holdings
In-Shape is a regional health club operator. Before the outbreak of
COVID-19, In-Shape operated 65 clubs with over 470,000 members. Its
clubs offer premium amenities and member-focused community club
experiences at tiered pricing levels in secondary markets around
California. Visit https://www.inshape.com/ for more information.
In-Shape Holdings, LLC and two affiliates, including In-Shape
Health Clubs, LLC, sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 20-13130) on Dec. 16, 2020. In-Shape Holdings was
estimated to have $50 million to $100 million in assets and $100
million to $500 million in liabilities as of the bankruptcy
filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Keller Benvenutti Kim LLP and Troutman Pepper
Hamilton Sanders LLP as their bankruptcy counsel, Chilmark Partners
LLC as investment banker, and B. Riley Financial, Inc. as real
estate advisor. Stretto is the claims agent and administrative
advisor.
IN-SHAPE HOLDINGS: Taps B. Riley as Real Estate Advisor
-------------------------------------------------------
In-Shape Holdings, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ B.
Riley Real Estate, LLC as real estate advisor.
B. Riley will render these services:
(a) consult with the Debtors to discuss their goals,
objectives, and financial parameters in relation to their leases;
(b) provide the Debtors with a schedule of work;
(c) negotiate with the landlords of the leased in order to
assist the Debtors with respect to: (i) the disposition, in full or
in part, of a lease through assignment, termination, or otherwise,
(ii) any modification to or inclusion of additional provisions
relating to the monetary terms of a lease, or (iii) any
modification to the non-monetary terms of a lease; and
(d) report periodically to the Debtors regarding the status of
the services and the details related thereto.
For each monetary lease modification, B. Riley will be paid (a) a
fee of $1,000 per applicable lease, plus 5 percent of the
aggregate occupancy cost savings; or (b) 3 percent of occupancy
cost savings, plus (i) 1 percent aggregate occupancy cost savings
(not including cure savings) of $25 million up to, but not
including, $35 million, plus (ii) 2 percent of aggregate occupancy
cost savings (not including cure savings) of $35 million and
above.
Meanwhile, the firm will be paid a fee of $3,000 per applicable
lease for each non-monetary lease modification.
B. Riley will also seek reimbursement from the Debtors for expenses
incurred.
The Debtors paid the firm a non-refundable retainer fee of
$50,000.
B. Riley President Michael Jerbich 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:
Michael Jerbich
B. Riley Real Estate, LLC
875 N. Michigan Avenue, Suite 3900
Chicago, IL 60611
Telephone: (312) 894-7621
E-mail: mjerbich@brileyfin.com
About In-Shape Holdings
In-Shape is a regional health club operator. Before the outbreak of
COVID-19, In-Shape operated 65 clubs with over 470,000 members. Its
clubs offer premium amenities and member-focused community club
experiences at tiered pricing levels in secondary markets around
California. Visit https://www.inshape.com/ for more information.
In-Shape Holdings, LLC and two affiliates, including In-Shape
Health Clubs, LLC, sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 20-13130) on Dec. 16, 2020. In-Shape Holdings was
estimated to have $50 million to $100 million in assets and $100
million to $500 million in liabilities as of the bankruptcy
filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Keller Benvenutti Kim LLP and Troutman Pepper
Hamilton Sanders LLP as their bankruptcy counsel, Chilmark Partners
LLC as investment banker, and B. Riley Financial, Inc. as real
estate advisor. Stretto is the claims agent and administrative
advisor.
IN-SHAPE HOLDINGS: Taps Troutman Pepper as Co-Counsel
-----------------------------------------------------
In-Shape Holdings, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ
Troutman Pepper Hamilton Sanders, LLP.
Troutman Pepper will serve as co-counsel with Keller Benvenutti
Kim, LLP, the other firm handling the Debtors' Chapter 11 cases.
The hourly rates of Troutman Pepper's professionals are:
Partners and Counsel $420 - $1,325
Associates $210 - $750
Paraprofessionals $115 - $370
The hourly billing rates of the attorneys and paraprofessionals who
will be representing the Debtors are:
2020 Hourly Rate 2021 Hourly
Rate
David M. Fournier, Partner $875 $915
Evelyn J. Meltzer, Partner $625 $670
Marcy J. McLaughlin Smith, Associate $485 $525
Monica A. Molitor, Paralegal $305 $320
Troutman Pepper received a pre-bankruptcy retainer in the amount of
$180,483.50. On Dec. 15, the firm issued its final pre-bankruptcy
invoice to the Debtors, which was deducted from the retainer,
leaving a balance of $34,304.50.
The firm is customarily reimbursed for all expenses it incurs in
connection with its representation of the Debtors.
David Fournier, Esq., a partner at Troutman Pepper, disclosed in
court filings that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
Troutman Pepper also made these disclosures in response to the
request for additional information set forth in Appendix B,
Paragraph D.1 of the U.S. Trustee Guidelines:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing arrangements
for this engagement?
Response: Troutman Pepper did not agree to a variation of its
standard or customary billing arrangement for this engagement.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: None of the professionals included in this
engagement have varied their rate based on the geographic location
of these chapter 11 cases.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: Troutman Pepper represented the Debtors prior to the
petition date in connection with the filing of these chapter 11
cases. Troutman Pepper is billing the Debtors post-petition at the
same effective rates it billed pre-petition.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: In connection with the DIP Budget, Keller Benvenutti,
Troutman Pepper and the Debtors developed an initial top line
budget. Keller Benvenutti, Troutman Pepper and the Debtors expect
to develop periodic supplemental budget and staffing plans to
comply with the U.S. Trustee's requests for information and
additional disclosures, and any orders of this Court for the
post-petition period. In accordance with the U.S. Trustee
Guidelines, and recognizing the unforeseeable fees and expenses
that may arise in a large chapter 11 case, Keller Benvenutti,
Troutman Pepper and the Debtors may need to amend the budget as
necessary to reflect changed circumstances or unanticipated
developments.
Troutman Pepper can be reached through:
David M. Fournier, Esq.
Evelyn J. Meltzer, Esq.
Marcy J. McLaughlin Smith, Esq.
Troutman Pepper Hamilton Sanders, LLP
Hercules Plaza, Suite 5100
1313 Market Street
Wilmington, DE 19801
Telephone: (302) 777-6500
Facsimile: (302) 421-8390
Email: david.fournier@troutman.com
evelyn.meltzer@troutman.com
marcy.smith@troutman.com
About In-Shape Holdings
In-Shape is a regional health club operator. Before the outbreak of
COVID-19, In-Shape operated 65 clubs with over 470,000 members. Its
clubs offer premium amenities and member-focused community club
experiences at tiered pricing levels in secondary markets around
California. Visit https://www.inshape.com/ for more information.
In-Shape Holdings, LLC and two affiliates, including In-Shape
Health Clubs, LLC, sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 20-13130) on Dec. 16, 2020. In-Shape Holdings was
estimated to have $50 million to $100 million in assets and $100
million to $500 million in liabilities as of the bankruptcy
filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Keller Benvenutti Kim LLP and Troutman Pepper
Hamilton Sanders LLP as their bankruptcy counsel, Chilmark Partners
LLC as investment banker, and B. Riley Financial, Inc. as real
estate advisor. Stretto is the claims agent and administrative
advisor.
INDUSTRIAL & CRANE: Hires Dogan & Wilkinson as Special Counsel
--------------------------------------------------------------
Industrial & Crane Services, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
Dogan & Wilkinson, PLLC, as special counsel to the Debtor.
Industrial & Crane requires Dogan & Wilkinson to represent and
provide legal services to the Debtor in the following cases:
-- Industrial & Crane Services, Inc. v. GEDA USA Elevator, et
al., Case No. 1:19-cv-175-LG-RPM, U.S. District Court for
the Southern District of Mississippi;
-- World Scaffold v. Industrial & Crane Services, Inc., Case
No. 19-00217-RK, Circuit Court of Jackson County,
Mississipi.
Dogan & Wilkinson will be paid at the hourly rate of $200.
Dogan & Wilkinson will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Nathan Bosio, a partner of Dogan & Wilkinson, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Dogan & Wilkinson can be reached at:
Nathan Bosio, Esq.
DOGAN & WILKINSON, PLLC
734 Delmas Avenue
Pascagoula, MS 39567
Tel: (228) 762-2272
About Industrial & Crane Services
Industrial & Crane Services, Inc. filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss.
Case No. 20-51464) on Oct. 1, 2020. The Debtor tapped Sheehan &
Ramsey, PLLC as counsel and Frank R. Emmerich, Jr. of the law firm
of Eckert, Seamans Cherin & Mellott, LLC as special counsel.
INPIXON: To Subscribe Additional Class B Units of Cardinal Venture
------------------------------------------------------------------
Inpixon entered into a subscription agreement on Dec. 16, 2020,
with Cardinal Venture Holdings LLC, a Delaware limited liability
company, pursuant to which the Company agreed to (i) contribute
$700,000 to CVH and (ii) purchase 700,000 Class B Units of CVH.
The aggregate purchase price of $700,000 for the Class B Units is
deemed to be satisfied through the Additional Contribution.
Following the closing of the Contribution, the Company will own an
aggregate of 599,999 Class A Units of CVH and 2,500,000 Class B
Units.
CVH owns certain interests in the sponsor entity to a special
purpose acquisition company formed for the purpose of pursuing an
initial public offering of its securities followed by effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. It is anticipated that the Additional Contribution
will be used by CVH to fund the Sponsor's purchase of securities in
the SPAC.
The terms of the Class A and Class B Units are described in the
Amended and Restated Limited Liability Company Agreement of CVH
(LLC Agreement), dated as of Sept. 30, 2020.
Under the terms of the LLC Agreement, in the event the Managing
Member (as defined in the LLC Agreement) can no longer manage CVH's
affairs due to his death, disability or incapacity, 3AM LLC, a
Delaware limited liability company and a founding member of CVH,
will serve as CVH's replacement Managing Member. Nadir Ali, the
Company's chief executive officer, beneficially owns membership
interests in CVH through 3AM. Except as may be required by law,
the Company, as a non-managing member under the LLC Agreement, does
not have any voting rights and generally cannot take part in the
management or control of CVH's business and affairs.
The LLC Agreement provides that each Class A Unit and each Class B
Unit represents the right of the Company to receive any
distributions made by the Sponsor on account of the Class A
Interests and Class B Interests, respectively, of the Sponsor.
The Company is not required to make additional capital
contributions to CVH, unless any such capital contribution is
approved by all of CVH's members. In addition, the LLC Agreement
contains terms and conditions that provide for limitations on
liability, restrictions on rights to distributions and certain
indemnification rights for CVH's members.
About Inpixon
Headquartered in Palo Alto, California, Inpixon (Nasdaq: INPX) is
an indoor intelligence company that specializes in capturing,
interpreting and giving context to indoor data so it can be
translated into actionable intelligence. The company's indoor
location and data platform ingests diverse data from IoT,
third-party and proprietary sensors designed to detect and position
all active cellular, Wi-Fi, UWB and Bluetooth devices, and uses a
proprietary process that ensures anonymity. Paired with a
high-performance data analytics engine, patented algorithms, and
advanced mapping technology, Inpixon's solutions are leveraged by a
multitude of industries to do good with indoor data. This
multidisciplinary depiction of indoor data enables users to
increase revenue, decrease costs, and enhance safety. Inpixon
customers can boldly take advantage of location awareness,
analytics, sensor fusion and the Internet of Things (IoT) to
uncover the untold stories of the indoors.
Inpixon reported a net loss of $33.98 million for the year ended
Dec. 31, 2019, compared to a net loss of $24.56 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$52.59 million in total assets, $13.12 million in total
liabilities, and $39.47 million in total stockholders' equity.
Marcum LLP, in New York, NY, the Company's auditor since 2012,
issued a "going concern" qualification in its report dated March 3,
2020, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
INTERNATIONAL ORANGE SPA: Plan Confirmation Hearing Next Week
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
will hold a hearing via video conference on Jan. 7 to consider
confirmation of International Orange Spa, Inc.
Holders of Gift Certificates issued by the Debtor are the sole
voting class under the Plan. The Plan proposes the Gift
Certificates will be honored at full face value at the Debtor's
Marin location -- at 2421 Larkspur Landing Circle, Larkspur,
California -- for services, and not products, exclusive of
gratuities. The Gift Certificates will expire on October 10,
2023.
The Debtor believes there were roughly 17,475 Gift Certificates
outstanding as of the commencement of the case with an aggregate
face value of about $1,379,103.
The Subchapter V Trustee in the Debtor's case has engaged in dialog
with the landlord of the day spa located at 2044 Filmore Street in
the Pacific Heights neighborhood of San Francisco, with respect to
a consensual confirmation. The unsecured creditor class, to which
the San Francisco Landlord's claim is assigned, is conclusively
deemed to reject the Plan because the Plan contemplates no
distribution to general unsecured creditors. The Debtor said it
"does not presently seem likely that a consensual confirmation will
be obtained."
A status conference also has been set for April 22 via
Tele/Videoconference. The status conference will be vacated if the
plan is confirmed.
The Bankruptcy Court already authorized International Orange Spa to
use cash collateral on a final basis. The U.S. Small Business
Administration on account of the Economic Injury Disaster Loans
loan is granted a replacement lien against $48,527 of unencumbered
cash. The Replacement Lien will be perfected and enforceable
without the need for the SBA or the Debtor to take any further
action, but it will be subject to further Orders of the Court.
The Debtor is also authorized to freely sell its inventory and use
the proceeds thereof in the ordinary course of its business,
without further accounting therefor.
About International Orange Spa
International Orange Spa, Inc. -- https://internationalorange.com
-- is a San Francisco, Calif.-based spa offering facials, massage,
acupuncture, and organic skin and body care. It sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case
No. 20-30812) on October 11, 2020. In the petition signed by
Melissa Ferst, president, the Debtor disclosed $756,842 in assets
and $2,626,865 in liabilities.
Judge Hannah L. Blumenstiel oversees the case.
Michael St. James, Esq., at St. James Law, P.C., is the Debtor's
counsel.
IT'SUGAR FL: Hires Kopelowitz Ostrow as Special Counsel
-------------------------------------------------------
It'Sugar FL I LLC, and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of Florida to
employ the Law Firm of Kopelowitz Ostrow, P.A., as special counsel
to the Debtor.
It'Sugar FL requires Kopelowitz Ostrow to assist in negotiating
several ongoing distribution agreements and license agreements with
respect to the Debtors' fulfillment and their locations in New
Jersey and New York.
Kopelowitz Ostrow will be paid at the hourly rate of $375.
Kopelowitz Ostrow will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Brian R. Kopelowitz, a partner of the Law Firm of Kopelowitz
Ostrow, P.A., assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Kopelowitz Ostrow can be reached at:
Brian R. Kopelowitz, Esq.
KOPELOWITZ OSTROW, P.A.
One West Las Olas Boulevard, Suite 500
Fort Lauderdale, FL 33301
Tel: (954) 525-4100
Fax: (954) 525-4300
About It'Sugar FL I
It'Sugar FL I LLC is a specialty candy retailer with 100 locations
across the United States and abroad. Visit https://itsugar.com for
more information.
It'Sugar sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Fla. Case No. 20-20259) on Sept. 22, 2020. The
Debtor has up to $50,000 in assets and liabilities.
Judge Robert A. Mark oversees the case.
Michael S. Budwick, Esq., at Meland Budwick, P.A., serves as the
Debtor's legal counsel.
On Oct. 20, 2020, the U.S. Trustee appointed an official committee
of unsecured creditors in these Chapter 11 cases. The committee
has tapped Pachulski Stang Ziehl & Jones, LLP and Fox Rothschild,
LLP as its legal counsel. The Law Firm of Kopelowitz Ostrow, P.A.,
is serving as special counsel.
JACOBSON HOTELS: Trustee Taps KenWood & Associates as Accountant
----------------------------------------------------------------
Jarrod Martin, the Subchapter V trustee appointed in the Chapter 11
case of Jacobson Hotels, Inc., seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
KenWood & Associates, PC as accountant.
KenWood will render these professional services:
(a) prepare any necessary federal and state income, payroll,
sales, franchise and excise tax returns and reports of the
bankruptcy estate;
(b) provide evaluations and advice to trustee on tax matters
which may arise;
(c) locate, obtain, inventory and preserve the accounting,
business and computer records of the Debtors for use in performing
the tasks assigned to the trustee and in the trustee's
administration of the estate;
(d) analyze the Debtor's books and records and financial
transactions regarding possible fraudulent, post-petition or
preferential transfers to which the estate may be entitled to a
recovery;
(e) analyze the books and records and financial transactions
of entities and individuals to which the Debtors are related, may
be related or may have been related at some prior date to determine
the value of any assets and existence of possible fraudulent
transfers to which the estate may be entitled to a recovery;
(f) assist in the preparation of monthly, quarterly or other
United States Trustee reports, as required; and
(g) assist trustee as an accountant or expert witness in
litigation of the estate, assist in examinations and discovery
under Federal Rule of Bankruptcy Procedure 2004 and the Federal
Rules of Civil Procedures and prepare any required expert reports
related to litigation matters.
The hourly billing rates of KenWood's professionals are:
David E. Bott $305
Victoria L. Odom $205
Deborah J. Abbott $210
Carolyn E. Crabtree $160
Christopher W. Hale $155
Sandra Y. Salamanca $130
Other Associates $285 - $80
The firm also intends to seek reimbursement for out-of-pocket
expenses incurred.
KenWood and its employees have no connection with the Debtors,
creditors or any other party-in-interest, according to a court
filing.
The firm can be reached at:
David E. Bot
KenWood & Associates
14090 Southwest Freeway, Suite 200
Sugar Land, TX 77478
Telephone: (281) 243-2300
About Jacobson Hotels
Shenandoah, Texas-based Jacobson Hotels, Inc. filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 20-33957) on Aug. 4, 2020. In
the petition signed by Grace L. Jacobson, director, the Debtor
disclosed $5,757,149 in assets and $3,850,120 in liabilities.
The Hon. Jeffrey P. Norman presides over the case. Devine Law Firm,
PC, serves as bankruptcy counsel to the Debtor.
Jarrod B. Martin was appointed as Subchapter V trustee in the
Debtor's Chapter 11 case. The trustee tapped Byman & Associates,
PLLC as his legal counsel and KenWood & Associates as his
accountant.
JEFFERY ARAMBEL: Arambel Business Park Buyer Terminates Contract
----------------------------------------------------------------
Judge Ronald H. Sargis of the U.S. Bankruptcy Court for the Eastern
District of California dismissed without prejudice the sale by
Focus Management Group USA, Inc., the Plan Administrator in the
case of Jeffery Edward Arambel, of the vacant land in Stanislaus
County, California, containing approximately 343.25 acres of land,
bearing Assessor's Parcel Nos. 021-022-33, 34, 41, 42, 55, 59, 61
and 62 within the property commonly referred to as the "Arambel
Business Park," all as further described in the Purchase and Sale
Agreement dated Oct. 16, 2020, to Greenlaw Acquisitions, LLC and
Lewis Land Developers, LLC for $32,146,735, subject to overbid.
The Plan Administrator asked the Court to dismiss without prejudice
the sale due to the Buyer terminating the contract.
Jeffery Edward Arambel sought Chapter 11 protection (Bankr. E.D.
Cal. Case No. 18-90029) on Jan. 17, 2018. The Debtor tapped Reno
F.R. Fernandez, III, Esq., as counsel.
LAZER TANK: Has Interim OK to Use Cash Collateral
-------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division, authorized Lazer Tank Lines
Inc. to use cash collateral retroactive to the petition date and
provide adequate protection.
The Debtor needs to use cash, accounts receivable and other income
derived from the Debtor's operations to fund its operating expenses
and costs of administration in the Chapter 11 case for the duration
of the chapter 11 case.
The Debtor sought to use cash collateral of CT Corporation System
as Representative, CT Corporation System as Representative;
Sumitomo Mitsui Finance & Leasing, Co., LTD.; TIAA Commercial
Finance, Inc.; Motion 120 Trust; U.S. Small Business
Administration; EC Master Trust; BMO Financial; ENGS Commercial
Finance; Financial Pacific Leasing, Inc.; and TCF National Bank.
The Debtor said creditors that may claim blanket liens against the
Debtor's assets are CT Corp. System, Sumitomo Mitsui Finance &
Leasing, Co. Ltd., and TIAA Commercial Finance, Inc. The Debtor
estimates that the collective claims of these Secured Creditors are
secured by $71,508.35 in cash and accounts receivables which the
Debtor expects to collect.
As adequate protection for the use of cash collateral, the Debtor
offers:
a. Post-petition replacement liens on the Cash Collateral to
the same extent, validity, and priority as existed pre-petition;
b. The right to inspect the Debtor's premises and books and
records on 48 hours notice, provided that said inspection does not
interfere with the operations of the Debtor; and
c. Copies of monthly financial documents generated in the
ordinary course of business and other information as the Secured
Creditors reasonably request with respect to the Debtor's
operations.
A copy of the Court's order and budget through May 2021 is
available at https://bit.ly/382QTIY from PacerMonitor.com.
About Lazer Tank Lines Inc.
Lazer Tank Lines Incorporated, based in Tampa, Fla., filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 20-08024) on Oct.
28, 2020. The petition was signed by Mickey D. Howe, president. In
its petition, the Debtor was estimated to have under $50,000 in
assets and $1 million to $10 million in liabilities. Buddy D.
Ford, P.A., serves as bankruptcy counsel to the Debtor.
LIGHTHOUSE RESOURCES: Hires Keen-Summit, Century 21 as Brokers
--------------------------------------------------------------
Lighthouse Resources, Inc., and its debtor-affiliates, seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Keen-Summit Capital Partners LLC, and BHJ
Realty, Inc. d/b/a Century 21, as real estate brokers to the
Debtors.
Lighthouse Resources requires Keen-Summit, and Century 21, to
market and sell the following real properties:
* Big Horn Coal Company, and KCP Properties, Inc. located at the
northern Powder River Basin in Sheridan County, Wyoming.
* Rosebud Coal Sales Company, located in Carbon County, Wyoming,
north of Hanna in the Hanna Basin.
Keen-Summit, and Century 21 will be paid as follows:
-- Reimbursement of up to $35,000 for marketing related
expenses; plus
-- 8% of the first four million dollars of Cash Proceeds
from the Transaction; plus
-- 5% of all Cash Proceeds in excess of four million dollars
from the Transaction.
Harold J. Bordwin, a principal and managing director of Keen-Summit
Capital Partners LLC, and Bruce Garber, owner BHJ Realty, Inc.
d/b/a Century 21, assured the Court that each of their firms 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.
Keen-Summit, and Century 21 can be reached at:
Harold J. Bordwin
KEEN-SUMMIT CAPITAL PARTNERS LLC
500 West 111 St., #6C
New York, NY 10025
Tel: (646) 381-9201
- and -
Bruce Garber
BHJ Realty, Inc.
101 S. Main St.
Sheridan, WY 82801
Tel: (307) 752-2013
About Lighthouse Resources
Lighthouse Resources Inc., is an owner and operates two coal mines
located in Wyoming and Montana, delivering low sulfur,
subbituminous coal to both domestic and export customers. It also
owns and operates the Millennium Bulk Terminal in Longview,
Washington. The Company is widely recognized for its extraordinary
performance in both safety and environmental stewardship. Its
flagship project is the development of a trade route for coal from
the Rocky Mountain region of the United States to demand centers in
Asia.
Utah-based Lighthouse Resources and 13 subsidiaries, including
Decker Coal Company, filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 20-13056) on Dec. 3, 2020.
Lighthouse Resources was estimated to have $100 million to $500
million in assets and liabilities as of the filing.
The Debtors tapped JACKSON KELLY PLLC as general bankruptcy counsel
and BDO USA LLP as restructuring advisor. POTTER ANDERSON &
CORROON LLP is the local bankruptcy counsel. LANG LASALLE
AMERICAS, INC., is the marketer and seller of assets related to the
dock facility owned by Millennium Bulk Terminals-Longview, LLC.
ENERGY VENTURES ANALYSIS is the marketer and seller of Debtors'
coal mining assets. STRETTO is the claims agent.
LSC COMMUNICATIONS: Feb. 4, 2021 Plan Confirmation Hearing Set
--------------------------------------------------------------
LSC Communications, Inc., and its affiliated debtors filed with the
U.S. Bankruptcy Court for the Southern District of New York a
motion for entry of an order approving the Disclosure Statement for
their Joint Chapter 11 Plan of Liquidation.
On Dec. 22, 2020, Judge Sean H. Lane granted the motion and ordered
that:
* The Disclosure Statement is approved and, to the extent not
withdrawn, settled or otherwise resolved, any objections to
approval of the Disclosure Statement are overruled.
* Jan. 26, 2021 at 4:00 p.m. is fixed as the last day to file
any objection to confirmation of the Plan.
* Jan. 26, 2021 at 8:00 p.m. is fixed as the last day for all
Holders of Claims entitled to vote on the Plan to complete, execute
and return their Ballots so that they are actually received by the
Notice and Claims Agent pursuant to the Voting and Tabulation
Procedures.
* Feb. 1, 2021 at 12:00 p.m. shall be the deadline to file any
reply to objections to confirmation of the Plan.
* Feb. 4, 2021 at 2:00 p.m. is the hearing to consider
confirmation of the Plan.
* The Debtors are authorized to solicit, receive and tabulate
votes on the Plan in accordance with the Voting and Tabulation
Procedures.
A full-text copy of the order dated December 22, 2020, is available
at https://bit.ly/3n02Aon from PacerMonitor at no charge.
About LSC Communications
LSC Communications, Inc. -- http://www.lsccom.com/-- is a Delaware
corporation established in 2016 with its headquarters located in
Chicago, Illinois. The Company offers a broad range of traditional
and digital print products, print-related services, and office
products. The Company serves the needs of publishers,
merchandisers, and retailers worldwide, with a service offering
that includes e-services, logistics, warehousing and fulfillment
and supply chain management services. The Company prints
magazines, catalogs, directories, books, and some direct mail
products, and manufactures office products, including filing
products, envelopes, note-taking products, binder products, and
forms. The Company has offices, plants, and other facilities in 28
states, as well as operations in Mexico, Canada, and the United
Kingdom.
LSC Communications, Inc., based in Chicago, IL, and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D.N.Y.
Lead Case No. 20-10950) on April 13, 2020. In the petition signed
by CFO Andrew B. Coxhead, LSC disclosed $1,649,000,000 in assets
and $1,721,000,000 in liabilities.
The Debtors hired SULLIVAN & CROMWELL LLP as counsel; YOUNG CONAWAY
STARGATT & TAYLOR, LLP, as co-counsel; EVERCORE GROUP L.L.C., as
investment banker; ALIXPARTNERS LLP as restructuring advisor; PRIME
CLERK LLC as notice, claims and balloting agent.
LSC COMMUNICATIONS: Unsecureds to Recover 2.4% in Sale Plan
-----------------------------------------------------------
LSC Communications, Inc., et al., further amended their Revised
Disclosure Statement explaining their Joint Chapter 11 Plan of
Liquidation.
The Debtors disclosed that Class 1 Other Priority Claims, which are
unimpaired under the Plan, total $901,867. Class 3 Junior
Remaining Claims total $629,954,183 and will recover 15.1% under
the Plan, compared to 14.9% under a liquidation scenario. Class 4
General Unsecured Claims totaling $297,816,920 will recover 2.4%
under the Plan, compared to 2% in a liquidation.
ACR III Libra Holdings LLC, an entity affiliated with certain of
the Debtors' secured creditors, emerged as the successful bidder
for the Debtors' assets. The buyer is purchasing the assets in
exchange for (i) cash consideration, (ii) a credit bid for
indebtedness under the term loan facility and the senior secured
notes, in an aggregate amount equal to $63.437 million, and
(iii)the assumption of certain specified liabilities of the
sellers, including obligations relating to the Debtors’ Pension
Plan.
The sale to Buyer closed on Dec. 4, 2020. The estimated available
amount to distribute from Buyer to the Prepetition Noteholders and
Prepetition Term Loan Lenders pursuant to the CBSA was
approximately $68.5 million (the "Available Amount"). Pursuant to
the terms of the CBSA, on the Closing Date (as defined in the
CBSA), Buyer held back approximately $31.9 million of the
distribution subject to final determination of working capital and
certain other closing accounts of the Sellers, and distributed the
remaining approximately $36.6 million for the benefit of the
Prepetition Noteholders and Prepetition Term Loan Lenders in
exchange for the Series C interests in ACR III LSC Holdings LLC
that were issued on account of the Credit Bid Amount. As a result
of the credit bid and closing of the Sale, the Claims comprising
the Credit Bid Amount under the Term Loan Facility and Senior
Secured Notes were canceled and released. Pursuant to the CBSA, the
Holders of such Claims may continue to receive distributions on
account of the Credit Bid Amount and in connection with the Sale.
However, such canceled and released Claims comprising the Credit
Bid Amount will not receive Distributions pursuant to the Plan;
rather, Distributions pursuant to the Plan will be made to
Prepetition Noteholders and Prepetition Term Loan Lenders solely on
account of their Junior Remaining Claims, which are made up of
Claims arising under the Term Loan Facility and Senior Secured
Notes less the canceled and released Credit Bid Amount Claims.
A full-text copy of the Disclosure Statement dated December 21,
2020, is available at https://bit.ly/3pm8a5L from PacerMonitor.com
at no charge.
Counsel to the Debtors:
Andrew G. Dietderich
Brian D. Glueckstein
Alexa J. Kranzley
Christian P. Jensen
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, NY 10004-2498
Telephone: (212) 558-4000
Facsimile: (212) 558-3588
About LSC Communications
LSC Communications, Inc. -- http://www.lsccom.com/-- is a Delaware
corporation established in 2016 with its headquarters located in
Chicago, Illinois. The Company offers a broad range of traditional
and digital print products, print-related services, and office
products. The Company serves the needs of publishers,
merchandisers, and retailers worldwide, with a service offering
that includes e-services, logistics, warehousing and fulfillment
and supply chain management services. The Company prints
magazines, catalogs, directories, books, and some direct mail
products, and manufactures office products, including filing
products, envelopes, note-taking products, binder products, and
forms. The Company has offices, plants, and other facilities in 28
states, as well as operations in Mexico, Canada, and the United
Kingdom.
LSC Communications, Inc., based in Chicago, IL, and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D.N.Y.
Lead Case No. 20-10950) on April 13, 2020. In the petition signed
by CFO Andrew B. Coxhead, LSC disclosed $1,649,000,000 in assets
and $1,721,000,000 in liabilities.
The Debtors hired SULLIVAN & CROMWELL LLP as counsel; YOUNG CONAWAY
STARGATT & TAYLOR, LLP, as co-counsel; EVERCORE GROUP L.L.C., as
investment banker; ALIXPARTNERS LLP as restructuring advisor; PRIME
CLERK LLC as notice, claims and balloting agent.
MANZANA CAPITAL: Jan. 14 Hearing $900K Sale of San Diego Property
-----------------------------------------------------------------
Judge Louise DeCarl Adler of the U.S. Bankruptcy Court for the
Southern District of California will convene a hearing on Jan. 14,
2021 at 2:00 p.m. to consider Manzana Capital, Inc.'s 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 Objection Deadline is Jan. 6, 2021.
A reply, if any, to the opposition to the Motion must be filed and
served no later than Jan. 8, 2021.
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 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.
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.
MCGEHEE PARK: Case Summary & 5 Unsecured Creditors
--------------------------------------------------
Debtor: McGehee Park Apartments, LLC
3800 Governors Drive
Montgomery, AL 36111
Business Description: McGehee Park Apartments, LLC is a Single
Asset Real Estate (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: December 29, 2020
Court: United States Bankruptcy Court
Middle District of Alabama
Case No.: 20-32590
Judge: Hon. William R. Sawyer
Debtor's Counsel: Stuart Memory, Esq.
MEMORY MEMORY & CAUSBY, LLP
469 South McDonough Street
Montgomery, AL 36104
Tel: 334-834-8000
E-mail: smemory@memorylegal.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael King, sole member.
A copy of the Debtor's list of five unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/QAN535A/McGehee_Park_Apartments_LLC__almbke-20-32590__0001.2.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/T2KK4GI/McGehee_Park_Apartments_LLC__almbke-20-32590__0001.0.pdf?mcid=tGE4TAMA
MELBOURNE BEACH: Jan. 19 Trustee's Auction of Shopping Center
-------------------------------------------------------------
Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida authorized the bidding procedures
proposed by Jules S. Cohen, the Chapter 11 trustee for Melbourne
Beach, LLC, in connection with the sale of the Debtor's substantial
asset, a part of a shopping center located in Melbourne, Florida,
described generally as Ocean Springs Shopping Village, located at
951-991 E. Eau Gallie Blvd., Melbourne, Florida, to 961 E Eau
Gallie Melbourne, LLC and Melbourne ID, LLC for $14 million,
subject to overbid.
A hearing on the Motion was held on Dec. 17, 2020.
The Assets are anticipated to be sold free and clear of any liens,
claim, or encumbrances.
The Court approved the Stalking Horse Agreement to the extent
consistent with the Order. No person or creditor will be permitted
to credit bid on the Assets in any manner or form. No person or
creditor will be permitted to offset any sale price of the Assets
by any claim asserted or filed in the case.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Jan. 15, 2021 at 5:00 p.m. (ET)
b. Initial Bid: $14.5 million
c. Deposit: $1 million
d. Auction: The Auction will occur within four calendar days
after expiration of the Bid Deadline.
e. Bid Increments: $100,000
f. Sale Hearing: Jan. 22, 2021 at 10:00 a.m. (ET)
g. Closing: The closing of the Sale will occur within 30 days
after entry of the Sale Approval Order
h. No person or creditor will be permitted to credit bid on
the Assets in any manner or form. No person or creditor will be
permitted to offset any sale price of the Assets by any claim
asserted or filed in the Bankruptcy Case.
i. The Sale will be on an "as is, where is" basis and without
representations or warranties of any kind.
Attorney Samual A. Miller, Esq., is directed to serve a copy of the
Order on interested parties who are non CM/ECF users and file a
proof of service within three days of entry of the Order.
A copy of the Agreement and the Bidding Procedures is available at
https://bit.ly/3o0ElaW from PacerMonitor.com free of charge.
About Melbourne Beach
Established in 1998, Melbourne Beach, LLC is a privately held
company that leases real properties. It is the owner of Ocean
Spring Plaza located at 981 E. Eau, Gallie Boulevard, Melbourne,
Fla., valued by the company at $15.30 million. Melbourne Beach's
gross revenue amounted to $997,732 in 2016 and $924,000 in 2015.
Melbourne Beach filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 17-07975) on Dec. 26, 2017. In the petition signed by Brian
West, its managing member, the Debtor disclosed $15.35 million in
assets and $2.82 million in liabilities.
The Debtor tapped Latham, Luna, Eden & Beaudine, LLP as bankruptcy
counsel; Wald & Cohen, P.A. as accountant; and Marcus & Millichap
as real estate broker.
Jules Cohen was appointed as the Debtor's Chapter 11 trustee. The
Trustee is represented by Akerman LLP. FL Retail Advisors, LLC, is
the real estate broker.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
MIRACLE RESTAURANTS: Hires Donahoe Young & Williams as Counsel
--------------------------------------------------------------
Miracle Restaurants, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Donahoe
Young & Williams, LLP as legal counsel.
Donahoe Young will render these legal services:
(a) advise the Debtor regarding matters of bankruptcy law
relevant to its Chapter 11 case;
(b) represent the Debtor in proceedings or hearings before the
court;
(c) assist the Debtor in negotiating, documenting and seeking
court approval of transactions affecting property of its estate;
(d) advise the Debtor concerning the requirements of
bankruptcy law affecting the administration of its case; and
(e) assist the Debtor in the formulation, negotiation,
preparation, confirmation and implementation of a Chapter 11 plan.
The hourly billing rates of the firm's counsel and staff are:
Mark T. Young and Timothy C. Donahoe, Senior partners
$500
Taylor F. Williams, Junior partner
$450
Lucas Rowe and Craig R. Aird, Associate/Of counsel
$375
Associate/Of counsel with less than five years of experience
$325
Nathaniel P. Mark, Associate/Of counsel
$300
Marian Krabach, Financial specialist
$200
Law clerks with two or more years of law school completed
$150
Law clerks with less than two years of law school completed
$100
Certified paralegals
$100
Non-certified paraprofessionals and legal assistants
$60
In addition, the firm will seek reimbursement for work-related
expenses incurred.
The firm received total payment of $12,250 from the Debtor.
Mark Young, Esq., a partner at Donahoe Young, 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:
Mark T. Young, Esq.
Taylor F. Williams, Esq.
Donahoe Young & Williams LLP
25152 Springfield Court, Suite 345
Valencia, CA 91355-1081
Telephone: (661) 259-9000
Facsimile: (661) 554-7088
Email: myoung@dywlaw.com
twilliams@dywlaw.com
About Miracle Restaurants
Miracle Restaurants, LLC is part of the fast-food and quick-service
restaurants industry.
Miracle Restaurants sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-20582) on Nov. 30,
2020. Jamie Bynum, chief executive officer, signed the petition.
At the time of the filing, the Debtor disclosed total assets of
$42,600 and total liabilities of $1,038,184.
Judge Vincent P. Zurzolo oversees the case. Donahoe Young &
Williams LLP serves as the Debtor's counsel.
MONDORIVOLI LLC: May Use Cash Collateral Through Feb. 28
--------------------------------------------------------
Mondorivoli LLC sought and obtained entry of a final order from the
U.S. Bankruptcy Court for the District of Colorado authorizing the
use of cash collateral.
The Debtor is a Colorado limited liability company that owns
several real properties, each of which includes land and
improvements. These real properties are commercial buildings in
which there are tenants.
The Debtor maintains a secured loan obligation with Four Corners
Community Bank. On or around November 30, 2016, the Debtor entered
into a Promissory Note with FCCB in the principal amount of
$3,500,000, secured by Deed of Trust and Assignment of Rents.
The rents from the property at 600 Main St., Durango, CO are "cash
collateral." The amount due on the FCCB Loan #1 is approximately
$2,900,000.
The Debtor entered into an additional promissory note with FCCB on
or around February 8, 2018, in the original principal amount of
$1,500,000 secured by Deed of Trust and Assignment of Rents. The
amount due on the FCCB Loan #2 is approximately $1,472,000.
The Debtor also entered into an additional agreement with FCCB on
or around June 1, 2018 for a revolving line of credit in the
maximum principal amount of $1,300,000, secured by Deed of Trust
and Assignment of Rents, both of which were recorded on June 1,
2018 with the Clerk and Recorder of La Plata County, Colorado. The
Deed of Trust encumbers the real property at 600 Main St., Durango,
CO.
FCCB Loan #1 comes due in 2022. FCCB Loan #2 comes due in 2022.
FCCB Loan #3 came due earlier this year. The Debtor was unable to
pay these loans in full and a foreclosure proceeding was
commenced.
The Debtor also maintains a secured loan obligation with Basin
Properties, Inc. and with Weinberg Servicing, LLC.
Terry Brown Culinary Solutions, LLC holds a judgment against the
Debtor in the amount of approximately $70,000. TBCS recorded
judgment liens against the Debtor in La Plata County and Archuleta
County, and is therefore a secured creditor against all of the
Debtor's real properties but TBCS does not have a security interest
in the Debtor's rents from such real properties.
FCCB and Basin have secured lien positions on the Debtor's funds
and revenues that constitute cash collateral as the term is defined
in the Bankruptcy Code.
The Debtor said it has a significant equity cushion in each of the
Real Properties, and is replacing its accounts receivable and cash
in the ordinary course of its operations.
The Debtor will provide the Secured Creditors with a post-petition
lien on all post-petition income derived from the operation of the
business and assets, to the extent that the use of the cash results
in a decrease in the value of the Secured Creditors' interest in
the collateral pursuant to 11 U.S.C. section 361(2). All
replacement liens will hold the same relative priority to assets as
did the pre-petition liens.
Judge Joseph G. Rosania Jr. said the Debtor's use of cash
collateral will continue until the earlier of Feb. 28, 2021;
conversion of the Debtor's case to a case under Chapter 7 of the
Bankruptcy Code; appointment of an examiner or Chapter 11 trustee;
or as otherwise ordered by the Court.
About Mondorivoli LLC
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, Colo., 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.
ORGANIC POWER: Seeks Approval to Hire Bobonis as Special Counsel
----------------------------------------------------------------
Organic Power, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to employ Bobonis, Bobonis &
Rodriguez Poventud as special counsel.
The Debtor needs the assistance of the law firm to act as general
counsel for the Debtor in the bankruptcy case, in notarial matters
and to file any state, federal or adversary proceeding needed in
this case.
The hourly billing rates of the law firm's professionals are:
Partners $250
Senior Associates $175
Paralegals and law clerk $100
In addition, the law firm will seek reimbursement for work-related
expenses incurred.
Carlos Bobonis Gonzalez, Esq., at Bobonis, disclosed in court
filings that he and the firm's employees are "disinterested
persons" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Carlos Bobonis Gonzalez, Esq.
Bobonis, Bobonis & Rodriguez Poventud
129 Avenida De Diego
San Juan, PR 00911-1927
Telephone: (787) 787-725-7941
Email: cbg@bobonislaw.com
About Organic Power
Organic Power LLC is a supplier of renewable energy and a provider
of environmentally sustainable food waste recycling services based
in Puerto Rico. It offers food processing companies, restaurants,
pharmaceuticals and retail outlets an alternative to landfill
disposal. Visit https://prrenewables.com for more information.
Organic Power sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. P.R. Case No. 19-01789) on April 1, 2019. At the
time of the filing, the Debtor disclosed assets of between $10
million and $50 million and liabilities of the same range.
The Debtor tapped Godreau & Gonzalez LLC as its bankruptcy counsel
and Bobonis, Bobonis & Rodriguez Poventud as its special counsel.
PBS BRAND: Gets OK to Hire Omni Agent Solutions as Claims Agent
---------------------------------------------------------------
PBS Brand Co., LLC and its affiliates received approval from the
U.S. Bankruptcy Court for the District of Delaware to employ Omni
Agent Solutions as claims, noticing, and balloting agent.
The firm will oversee the distribution of notices and will assist
in the maintenance, processing and docketing of proofs of claim
filed in the Debtors' Chapter 11 cases.
The standard hourly rates of Omni's professionals are:
Analyst $35 - $50
Consultants $65 - $160
Senior Consultants $165 - $200
Solicitation and Securities Services $205
Technology/Programming $85 - $135
Paul Deutch, executive vice president of Omni Agent Solutions,
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:
Brian K. Osborne
Omni Agent Solutions
5955 De Soto Avenue, Suite 100
Woodland Hills, CA 91367
Telephone: (818) 906-8300
Email: Bosborne@omniagnt.com
About PBS Brand Co. LLC
PBS Brand Co. LLC and its affiliates are a chain of "eatertainment"
venues that blends best in category scratch-kitchen culinary
specialties, and craft cocktail and craft non-alcoholic programs.
Each of the Punch Bowl locations is a design-forward environment
that provides its patrons with a different and diverse selection of
games including, among other things, bowling, scrabble,
shuffleboard, virtual reality, billiards, karaoke, vintage arcade
games, ping-pong, darts, and skee-ball, and in one location, a
nine-hole miniature golf course, that create a setting conducive to
large corporate gatherings as well as a la carte sales.
PBS Brand Co. and its affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Case No. 20-13157) on Dec. 21, 2020. Stacy Johnson
Galligan, authorized representative, signed the petitions. At the
time of the filing, PBS Brand was estimated to have $10 million to
$50 million in both assets and liabilities.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Morris James LLP as counsel, Gavin/Solmonese as
restructuring advisor, and Omni Agent Solutions as claims,
noticing, and balloting agent.
PG&E CORP: Judge Proposes Stricter Probation Terms After Wildfires
------------------------------------------------------------------
Joel Rosenblatt of Bloomberg News reports that the judge overseeing
PG&E Corp.'s criminal probation is looking to tighten the leash on
the utility by requiring it to take into account which power lines
were cleared of trees before shutting them off during windstorms.
U.S. District Judge William Alsup said he's trying to get the
company to follow California law and its own wildfire mitigation
plan to "protect the people of California from yet further death
and destruction caused by the offender's continuing failure to
operate its power grid safely."
In his role overseeing PG&E's criminal probation, Judge Alsup has
expressed frustration and ire at the utility for its role in
causing wildfires that have repeatedly claimed lives and destroyed
large swaths of private and public property. The company emerged
from bankruptcy on July 1, 2020, having agreed to pay $25.5 billion
to settle damage claims from a series of deadly blazes blamed on
its equipment.
The judge noted PG&E's finding that 334 trees or limbs fell on
distribution lines during four Public Safety Power Shutoffs -- or
PSPS -- in October 2019. Of the fallen trees, PG&E estimated that
234 could have caused wildfires by "arcing," in which electricity
finds the closest conducting surface, such as dry grass, he said.
"It is most confounding that PG&E, in deciding which distribution
lines to de-energize in a PSPS, ignored (and still ignores) the
number one cause of wildfires ignited by PG&E: hazardous trees and
limbs that should have, by law, been removed but which still loom
as threats in windstorms," Judge Alsup wrote. "There can be no
debate about the dangers of dead, dying, and untrimmed trees near
live distribution lines."
Judge Alsup cited a December report from a monitor appointed to
watch PG&E who found lapses in the company's vegetation management
program, including allowing trees to threaten power lines in
violation of California law.
PG&E said it's aware of the judge's order and will respond with its
own filing in court.
"We share the court's focus on safety and recognize that we must
take a leading role in preventing future catastrophic wildfires,"
the company said in an emailed statement. "Our focus continues to
be on reducing the risk present in our system and continuously
improving our approaches to make California a better and safer
place for our customers and communities."
The judge ordered the company to respond by Jan. 20, 2021 and
scheduled a hearing for Feb. 3, 2021.
Recounting what the judge called called PG&E's "stunning chapter"
in California history, Judge Alsup said the company has ignited 20
or more wildfires in the state that killed at least 111 people,
destroyed at least 22,627 structures, and burned half a million
acres.
Judge Alsup reiterated his past criticism that PG&E diverted funds
from maintenance to bigger bonuses, dividends and political
contributions.
"Inspections of lines and removal of hazardous limbs and trees got
postponed," and the "backlog of uncompleted work grew and grew."
After the 2017 Wine Country fires, PG&E, "though flush with cash,
fled into bankruptcy to minimize its liability for those
wildfires," he wrote.
The case is U.S. v. PG&E, 14-cr-00175, U.S. District Court,
Northern District of California (San Francisco).
About PG&E Corp.
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, is special regulatory counsel. Munger Tolles & Olson
LLP, is special counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PG&E Corporation and Pacific Gas and Electric Company announced
July 1, 2020, that PG&E has emerged from Chapter 11, successfully
completing its restructuring process and implementing PG&E's Plan
of Reorganization that was confirmed by the Bankruptcy Court on
June 20, 2020.
QUARTER HOMES: Jan. 25, 2021 Plan Confirmation Hearing Set
----------------------------------------------------------
On Dec. 8, 2020, the U.S. Bankruptcy Court for the District of
Arizona conducted a hearing to consider approval of the Amended
Disclosure Statement to accompany the Amended Plan of
Reorganization of debtor Quarter Homes, LLC.
On Dec. 22, 2020, Judge Daniel P. Collins approved the Disclosure
Statement and ordered that:
* Jan. 18, 2021, 5:00 p.m. is fixed as the deadline for filing
and serving written objections to confirmation of the Plan.
* Jan. 18, 2021, 5:00 p.m. is fixed as the deadline for
returning executed ballots approving or rejecting Amended Plan.
* Jan. 21, 2021, 5:00 p.m. is the deadline for the filing of a
ballot report.
* Jan. 25, 2021 at 10:30 a.m. in the United States Bankruptcy
Court, District of Arizona, 230 N. First Avenue, 6th Floor,
Courtroom 603, Phoenix, Arizona 85003 is fixed for the initial
confirmation hearing on the Amended Plan.
A full-text copy of the order dated Dec. 22, 2020, is available at
https://bit.ly/2WXl1PW from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Warren J. Stapleton
Osborn Maledon P.A.
2929 N. Central Avenue, Suite 2100
Phoenix, Arizona 85012
Tel: (602) 640-9354
E-mail: wstapleton@omlaw.com
About Quarter Homes
Quarter Homes, LLC, located at 15446 N Greenway Hayden Loop Ste
1029, Scottsdale, Arizona, owns commercial real estate, undeveloped
land, and residential properties located in Arizona.
Quarter Homes sought Chapter 11 protection (Bankr. D. Ariz. Case
No. 20-07065) on June 11, 2020. The petition was signed by David
Turcotte, president. The Debtor was estimated to have assets and
liabilities in the range of $1 million to $10 million. The Debtor
tapped Warren J. Stapleton, Esq., at Osborn Maledon, P.A.
QUEEN CITY REHABS: Seeks Approval to Hire Bankruptcy Counsel
------------------------------------------------------------
Queen City Rehabs and Renovations LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
RoseAnn Frazee, Esq., of Frazee Law Group as bankruptcy counsel.
Ms. Frazee will render these legal services:
(a) Advise the Debtor regarding matters of bankruptcy law and
the requirements of the Bankruptcy Code relating to the
administration of its Chapter 11 case and the operation of its
estate;
(b) Represent the Debtor in proceedings and hearings in the
court involving matters of bankruptcy law;
(c) Provide assistance in compliance with the requirements of
the Office of the United States trustee;
(d) Provide the Debtor legal advice regarding its powers and
duties in the continued operation of its business and management of
property of the estate;
(e) Assist the Debtor in the administration of the estate's
assets and liabilities;
(f) Prepare legal documents;
(g) Provide advice concerning the claims of secured and
unsecured creditors; and
(h) Prepare, negotiate and implement and seek confirmation of
a plan of reorganization.
The hourly rates of Frazee Law Group's attorney and
paraprofessional are:
RoseAnn Frazee $350
Denali Purvis $125
The firm will bill for work-related expenses incurred.
Prior to the petition date, the firm received $1,700 for the filing
fee and $2,000 for attorney's fees from Dayo Beverly, managing
member of the Debtor. As of the petition date, $2,000 of the
retainer funds remain unexhausted.
Ms. Frazee disclosed in court filings that she and the firm are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.
Ms. Frazee can be reached at:
RoseAnn Frazee, Esq.
Frazee Law Group
155 North Lake Avenue, 8th Floor
Pasadena, CA 91101
Telephone: (626) 993-6690
Facsimile: (626) 993-6690
Email: roseann@frazeelawgroup.com
About Queen City Rehabs and Renovations
Queen City Rehabs and Renovations LLC, a Van Nuys, California-based
company that is engaged in activities related to real estate,
sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 20-12110)
on Nov. 27, 2020. Dayo Beverly, president and managing member,
signed the petition. At the time of the filing, the Debtor
disclosed $1 million to $10 million in both assets and liabilities.
RoseAnn Frazee, Esq., at Frazee Law Group serves as the Debtor's
bankruptcy counsel.
QUOTIENT LIMITED: COO Resigns, Cites 'Personal Reason'
------------------------------------------------------
Ed Farrell delivered on Dec. 21, 2020, a notice of resignation from
his position as Quotient Limited's chief operating officer. Under
Mr. Farrell's employment agreement, unless the Company elects
otherwise, the resignation will take effect 12 months after the
notice was given. Mr. Farrell stated that his resignation was due
to personal reasons.
Franz Walt, the Company's chief executive officer, commented, "Ed
has made a significant contribution to Quotient over the past seven
years. We thank him for his collaboration and wish him every
success in his future endeavors."
Mr. Walt added that Quotient will not seek to replace Mr. Farrell
and Mr. Farrell's direct reports instead will report directly to
Mr. Walt. "We will miss Ed, but we have complete confidence that
we continue to have the personnel and resources needed to advance
and bring our innovative MosaiQ technology to market as planned,"
said Mr. Walt.
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets. With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms. The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.
Quotient Limited reported a net loss of $102.77 million for the
year ended March 31, 2020, compared to a net loss of $105.4 million
for the year ended March 31, 2019. As of Sept. 30, 2020, the
Company had $271.89 million in total assets, $238.18 million in
total liabilities, and $33.71 million in total shareholders'
equity.
Ernst & Young LLP, in Belfast, United Kingdom, the Company's
auditor since 2007, issued a "going concern" qualification in its
report dated June 12, 2020, citing that the Company is currently
involved in an arbitration dispute with a customer and an adverse
outcome of this dispute in addition to the Company's expenditure
plans over the next 12 months could result in net cash outflows
over the next 12 months exceeding the Company's existing available
cash and short-term investment balances, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
RAMAN ENTERPRISES: Hires Donald W. Reid as Counsel
--------------------------------------------------
Raman Enterprises, LLC, seeks authority from the U.S. Bankruptcy
Court for the Central District of California to employ the Law
Office of Donald W. Reid, as counsel to the Debtor.
Raman Enterprises requires Donald W. Reid to:
a. advise and assist the Debtor with respect to compliance
with the requirements of the Office of the U.S. Trustee;
b. advise the Debtor regarding matters of bankruptcy law,
including the rights and remedies of the Debtor regarding
its assets and with respect to the claims of creditors;
c. represent the Debtor in any proceedings or hearings in the
Bankruptcy Court and in any action in any other court where
the Debtor's rights under the Bankruptcy Code may be
litigated or affected;
d. conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of
reports, accounts, and pleadings related to this Chapter 11
case;
e. advise the Debtor concerning the requirements of the
Bankruptcy Court and applicable rules as the same affect
Debtor in this proceeding;
f. assist the Debtor in negotiation and court approval of the
sales of its real property assets and, if necessary, the
negotiation, formulation, confirmation, and implementation
of a Chapter 11 plan of reorganization;
g. make any bankruptcy court appearances on behalf of the
Debtor; and
h. take such other action and perform such other services as
the Debtor may require of the Firm in connection with this
Chapter 11 case.
Donald W. Reid will be paid at the hourly rate of $300.
Donald W. Reid will be paid a retainer in the amount of $15,000.
Donald W. Reid will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Donald W. Reid, founding partner of the Law Office of Donald W.
Reid, assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtor and its
estates.
About Raman Enterprises
Raman Enterprises, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 6:20-bk-17826) on Dec. 8, 2020. The
Debtor hired the Law Office of Donald W. Reid, as counsel.
Donald W. Reid can be reached at:
Donald W. Reid, Esq.
LAW OFFICE OF DONALD W. REID
PO Box 2227
Fallbrook, CA 92088
Tel: (951) 777-2460
E-mail: don@donreidlaw.com
RENOVATE AMERICA: Jan. 8 Hearing on Sale of All Benji Assets
------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware will convene a hearing on Jan. 8, 2021 at
2:00 p.m. (ET) to consider the bidding procedures proposed by
Renovate America, Inc. and Personal Energy Finance, Inc. in
connection with the sale of all Benji assets to Finance of America
Mortgage, LLC for $5 million, subject to overbid.
The Objection Deadline is Jan. 5, 2021 at 4:00 p.m. (ET).
The salient terms of the APA are:
a. Purchaser: Finance of America Mortgage, LLC
b. Purchase Price: The Buyer's assumption of the Assumed
Liabilities, and (ii) $5 million plus the Loan Purchase Price plus
the Contract Prepayment Amount
c. Breakup Fee: $400,000
d. Expense Reimbursement: Up to $250,000
e. Acquired Assets: Certain assets (tangible or intangible)
used in the operation of the Seller's business of providing
consumer financing for home improvement projects, including
specifically the business operated by Seller under the "BENJI"
brand, including (i) all Assumed Contracts, (ii) all Transferred
Intellectual Property, (iii) all Avoidance Actions against any of
the Seller's ordinary course vendors or contract counterparties
that are related in any way to the Purchased Assets, the Assumed
Contracts or the Assumed Liabilities, (iv) the Purchased Loans, (v)
derivative and other claims against the Seller's directors and
officers, and (vi) those other specific assets identified on
Schedule 1.1(c) of the Stalking Horse Purchase Agreement.
f. Assumed Liabilities: The Assumed Liabilities listed in
Schedule 1.1(a) to the Stalking Horse Purchase Agreement.
g. Assumed Contracts: The Assumed Contracts listed in Schedule
5.3(b) to the Stalking Horse Purchase Agreement.
h. Representations and Warranties: Customary representations
and warranties by the Buyer and the Seller.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Feb. 9, 2021 at 8:00 p.m. (ET)
b. Initial Bid: Provide for a total consideration equal to or
greater than the Purchase Price stated in the Stalking Horse
Purchase Agreement (which is comprised of (A) Buyer's assumption of
the Assumed Liabilities, and (B) $5 million plus the Loan Purchase
Price plus the Contract Prepayment Amount), plus (x) the amount of
the Break-Up Fee ($400,000), plus (y) the Expense Reimbursement
(not to exceed $250,000), plus (z) a minimum overbid amount of
$100,000, which in the aggregate is a minimum overbid amount of
$750,000.
c. Deposit: $250,000
d. Auction: Feb. 12, 2021 at 1:00 p.m. (ET), as the date and
time the Auction, if needed, will be held virtually via an online
videoconference
e. Bid Increments: $100,000
f. Sale Hearing: Feb. 18, 2021
g. Sale Objection Deadline: Feb. 9, 2021 at 5:00 p.m. (ET)
h. Closing: March 5, 2021
A copy of the Bidding Procedures and the Agreement is available at
https://bit.ly/37K2kFn from PacerMonitor.com free of charge.
About Renovate America
Renovate America is one of the nation's preeminent providers of
home improvement financing through its industry-leading home
financing product, Benji. The Company offers a proprietary
technology platform that helps Americans improve their homes while
giving contractors the tools they need to grow their business. In
addition to offering intuitive financing options, Renovate America
offers industry- leading education, training and mentoring to
contractor teams in the field. On the Web:
http://www.renovateamerica.com/
Renovate America, Inc. and two affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-13173) on Dec. 21,
2020.
Renovate America was estimated to have $50 million to $100 million
in assets and $100 million to $500 million in liabilities as of the
bankruptcy filing.
Bryan Cave Leighton Paisner LLP is acting as the Company's legal
counsel. Culhane Meadows, PLLC, is the bankruptcy co-counsel.
Armanino LLP is the financial advisor. GlassRatner Advisory &
Capital Group, LLC, is the restructuring advisor. Stretto is the
claims agent.
RENTPATH HOLDINGS: Ends $588M CoStar Deal After FTC Opposition
--------------------------------------------------------------
RentPath announced on December 29, 2020 that it has terminated the
agreement to be acquired by CoStar Group following the FTC's
decision to sue to block the transaction. The FTC filed suit
because it believes that RentPath presents a strong competitive
alternative to CoStar and the merger would have eliminated that
competition to the detriment of customers.
The Company believes termination of the agreement is in the best
interests of its customers, employees and all of its stakeholders.
The Company's Chapter 11 plan remains backed by its lenders
including well-known alternative asset management firms with
billions of dollars under management and strong track records of
successfully investing in businesses in similar circumstances. The
lenders are committed to the Company's long-term vision and believe
that management's renewed focus on delivering significant value to
customers through RentPath's core apartment search platform and
other high growth products will also benefit investors and other
stakeholders.
"RentPath provides tremendous value to our customers across the
multifamily industry. In fact, our value proposition has never
been better than it is today. Our traffic and leads have never
been higher, and they continue to grow rapidly -- traffic growth in
the second half of 2020 has exceeded 40% year over year for the
RentPath network. We have a range of high growth products that
complement our core apartment search websites, and we are excited
to emerge from restructuring and continue to build on this
foundation," said Dhiren Fonseca, RentPath's CEO.
"RentPath has made significant progress and is on an upward
trajectory despite an undoubtedly challenging 2020. The market for
real estate technology businesses continues to be very strong as
recent M&A transactions have highlighted. RentPath has developed
and positioned its products to occupy a fundamentally critical
point in the residential rental value chain. RentPath has unique
assets and extensive relationships, which recent activity has shown
will realize full value in the market," said Stephen Spencer,
Managing Director at Houlihan Lokey and advisor to RentPath's
lenders.
"On behalf of all of our colleagues at RentPath, I'd like to thank
our customers and partners for their continued loyalty and
support," said Fonseca. "We look forward to continuing to extend
and expand our relationships with our customers, and provide an
efficient platform for property owners and operators to achieve and
maintain maximum occupancy rates in 2021 and beyond."
About RentPath
RentPath is a digital marketing solutions company that empowers
millions nationwide to find apartments and houses for rent. On the
Web: http://www.rentpath.com/
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.
RGN-GROUP HOLDINGS: Case Milestones Pushed Back
-----------------------------------------------
RGN-Group Holdings, LLC has advised the U.S. Bankruptcy Court for
the District of Delaware that the Debtors and Regus Corp., its DIP
lender, have agreed to modify these case milestones:
-- The Debtor must file its bankruptcy plan by January 31,
2021, instead of December 23, 2020;
-- An order confirming the Plan that is reasonably acceptable
to the DIP Lender must be entered no later than April 16, 2021,
instead of March 11, 2021;
-- The Plan must be declared effective no later than April 23,
2021, instead of March 16, 2021.
The Debtors and their advisors continue to evaluate and pursue
strategies to maximize the value of the Debtors' estates for the
benefit of their stakeholders. Integral to these efforts has been
the Debtors' and their non-debtor affiliates' ongoing renegotiation
of their lease portfolio, across over 1,000 locations in the United
States and Canada. The result of such negotiations will form the
cornerstone of the Debtors' chapter 11 plan and go-forward business
structure on a post-emergence basis.
As such, while the Debtors continue to work diligently to formulate
the Plan, its terms are inherently dependent on the outcome of
these lease negotiations. The Debtors therefore continue to engage
directly with the official committee of unsecured creditors, the
DIP Lender, their landlords, and other parties in interest with
respect to these lease negotiations. And, while the Debtors'
efforts to maximize value and the attendant coordination with the
UCC and parties in interest have yielded significant progress to
date, more work remains. Due, in part, to lease negotiation
interruptions caused by Thanksgiving and the holiday season, the
Debtors require additional time to develop a value-maximizing Plan
and related documentation. Accordingly, the Debtors and the DIP
Lender have agreed, pursuant to the Final DIP Order, to extend the
Case Milestones.
The Debtors also said they are continuing to conduct their
investigation into, among other things, the Prepetition Lien and
Claim Matters addressed in the Final DIP Order through their
retained authorized representative, James Feltman of Duff & Phelps
LLC. Through their ongoing discussions with the UCC, the Debtors
are aware that the UCC continues its own investigation. As part of
their continued engagement with the UCC, the Debtors have, and
continue, to provide diligence, make their management team
available, and respond to the UCC's requests with respect to its
own ongoing investigation. The Debtors also understand that the DIP
Lender, the Prepetition Secured Party, and their related entities
have, and continue, to cooperate with the UCC and have, and
continue, to provide diligence and respond to the UCC's requests
with respect to its investigation. To provide additional time to
evaluate documentation, complete the investigations, and facilitate
continued discussions amongst all parties, the Debtors requested an
extension to the Challenge Deadline for the Debtors and the UCC
until February 5, 2021, and the Prepetition Secured Party has
consented to such extension.
The Debtors said they have consulted with the UCC on the extension
of the Case Milestones, and the UCC has consented to such extension
Further, the Debtors have, and continue, to evaluate an additional
incremental funding needs in light of the new Case Milestones and,
if such a funding need exists, the Debtors will seek appropriate
relief in consultation with the UCC and the DIP Lender.
The Debtor has obtained court approval of a DIP Facility of up to
$50,000,000 in the aggregate and to use cash collateral. Commencing
October 30, 2020 and continuing on the same day every four weeks,
the Debtors agreed to provide the DIP Lender, with a copy to the
Committee's legal advisors, with an updated DIP Budget updating
and/or extending the period covered by the DIP Budget so that it
covers at least the period ending 13 weeks from the week in which
the supplement is delivered.
As adequate protection, Regus Corp., is granted valid, binding,
enforceable and perfected security interests and replacement liens
upon all of the Applicable Debtors' assets, including Avoidance
Action Proceeds, Commercial Tort Claims, and Commercial Tort Claims
Proceeds, other than Avoidance Action Proceeds, Commercial Tort
Claims, or Commercial Tort Claims Proceeds with respect to any
Avoidance Actions or Commercial Tort Claims against Regus, the
affiliates of Regus, the subsidiaries of Regus, or any "insider" of
the Debtors, as that term is defined in the Bankruptcy Code, but
excluding the Avoidance Actions and Leases; provided, however, that
the Adequate Protection Liens will encumber any proceeds or income
from or in connection with the Leases, in each case to secure the
Prepetition Secured Obligations of such Applicable Debtor against,
without duplication, the aggregate diminution, if any, subsequent
to the Petition Date, in the value of the applicable Prepetition
Collateral.
The Adequate Protection Liens are subject and subordinate to (A)
the Carve-Out, (B) the DIP Obligations, the DIP Liens and the DIP
Superpriority Claims, and (C) the Permitted Prior Senior Liens.
The DIP Facility initially set these milestones:
(a) filing of the Plan no later than November 25, 2020;
(b) entry of an order confirming the Plan that is reasonably
acceptable to the DIP Lender no later than February 15, 2021; and
(c) the "Effective Date" under the Plan will have occurred no
later than March 16, 2021.
About RGN Group Holdings LLC
RGN-Group Holdings, LLC and its affiliates are primarily engaged in
renting and leasing real estate properties. On Aug. 17, 2020,
RGN-Group Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
20-11961).
At the time of the filing, RGN-Group Holdings disclosed total
assets of $1,005,956,000 and total liabilities of $946,016,000.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors have tapped Faegre Drinker Biddle & Reath LLP as their
bankruptcy counsel, Alixpartners as financial advisor, Duff &
Phelps LLC as restructuring advisor, and Epiq Corporate
Restructuring LLC as claims and noticing agent.
Natasha Songonuga is the Subchapter V trustee for the estates of
RGN-Group Holdings, LLC and its affiliates. The trustee is
represented by Gibbons P.C.
The Official Committee of Unsecured Creditors has retained FTI
Consulting, Inc. as financial advisor; and Cole Schotz P.C. and
Frost Brown Todd LLC as Co-Counsel.
RGV SMILES: Feb. 25, 2021 Plan & Disclosure Hearing Set
-------------------------------------------------------
On Dec. 18, 2020, debtor RGV Smiles by Rocky L. Salinas D.D.S.
P.A., et al., filed with the U.S. Bankruptcy Court for the Southern
District of Texas, McAllen Division, a Disclosure Statement and
Plan.
On Dec. 22, 2020, Judge Eduardo V. Rodriguez conditionally approved
the Disclosure Statement and ordered that:
* Feb. 18, 2021 is fixed as the last day for filing written
acceptances or rejections of the Plan.
* Feb. 18, 2021 is fixed as the last day for filing and serving
written objections to confirmation of the Plan.
* Feb. 25, 2021 at 9:00 a.m. is fixed for the hearing on
confirmation of the Plan and final approval of the Disclosure
Statement, which shall be conducted electronically.
A full-text copy of the order dated December 22, 2020, is available
at https://bit.ly/3psM01Q from PacerMonitor.com at no charge.
Attorneys for the Debtors:
Joyce W. Lindauer
Kerry S. Alleyne
Guy H. Holman
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, Texas 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
About RGV Smiles by Rocky L. Salinas
RGV Smiles by Rocky L. Salinas D.D.S. P.A., a dental services
provider in Pharr, Texas, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-70209) on June
30,2020. The petition was signed by Rocky L. Salinas DDS, its
director. At the time of the filing, the Debtor estimated assets
of $100,000 to $500,000 and liabilities of $10 million to $50
million. The Hon. Eduardo V. Rodriguez oversees the case. Joyce
W. Lindauer Attorney, PLLC is the Debtor's counsel.
ROTM LOFTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The ROTM Lofts, LLC
100 Main Street
Saco, ME 04072-3500
Chapter 11 Petition Date: December 29, 2020
Court: United States Bankruptcy Court
District of Maine
Case No.: 20-20469
Judge: Hon. Peter G. Cary
Debtor's Counsel: Andrew C. Helman, Esq.
MURRAY PLUMB & MURRAY
PO Box 9785
75 Pearl Street
Portland, ME 04104
Tel: 207 523 8290
E-mail: ahelman@mpmlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kevin J. Mattson, manager of the
Debtor's sole manager.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/62CFWMA/The_ROTM_Lofts_LLC__mebke-20-20469__0001.0.pdf?mcid=tGE4TAMA
SHALE FARM: $48K Sale of Two Lee Road Lots Approved
---------------------------------------------------
Judge Suzanne H. Bauknight of the U.S. Bankruptcy Court for the
Eastern District of Tennessee authorized Shale Farms, LLC's sale of
the following two lots of mostly unimproved farm land located on
Lee Road in Greene County, Tennessee: (i) Lots 7 and 8, comprising
1.29 acres, of the Section B of the Albright Estate to Alan Bohms
for $20,500; and (ii) Lots 5, 6, 7 and 8, comprising 2.3 acres, of
Section A of the Albright Estate to Lisa and Carey Etheridge for
$27,900.
The contracts for the sale of the Properties are approved and the
Debtor is authorized to proceed with closing on the sales.
The payment of the realtor's commission and normal expenses and
charges is also approved, subject to the right of Mary Anne Walker
to review and approve the closing statement as provided for in the
plan prior to closing.
The lien of William Martin's Estate with regard to the lots being
sold will be released by a partial release of lien at the closing
of the sales, but said lien will attached to the proceeds of the
sale to the extent the Estate of William Martin is to receive the
proceeds as provided for in the Plan.
Further, the 14-day stay period of F.R.B.P. Rule 2006(h) is waived
for "cause".
About Shale Farms
Shale Farms, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Tenn. Case No. 20-31787) on July 29, 2020. Roy E. Tolliver,
the company's manager, signed the petition. At the time of the
filing, the Debtor estimated assets of between $500,001 and $1
million and liabilities of between $100,001 and $500,000. The
Debtor hired Moore and Brooks, as counsel.
STEM HOLDINGS: Incurs $11.5 Million Net Loss in Fiscal 2020
-----------------------------------------------------------
Stem Holdings, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$11.49 million on $13.97 million of revenues for the year ended
Sept. 30, 2020, compared to a net loss of $28.98 million on $2.45
million of revenues for the year ended Sept. 30, 2019.
As of Sept. 30, 2020, the Company had $45.02 million in total
assets, $18.18 million in total liabilities, and $26.83 million in
total shareholders' equity.
LJ Soldinger Associates, LLC, in Deer Park, IL, the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated Dec. 24, 2020, citing that the Company and its
affiliates, had net losses of $11.5 million and $28.985 million,
negative working capital of $9.235 million and $2.635 million and
accumulated deficits of $51.386 million and $40.384 million as of
and for the year ended Sept. 30, 2020 and 2019, respectively. In
addition, the Company has commenced operations in the production
and sale of cannabis and related products, an activity that is
illegal under United States Federal law for any purpose, by way of
Title II of the Comprehensive Drug Abuse Prevention and Control Act
of 1970, otherwise known as the Controlled Substances Act of 1970.
These facts raises substantial doubt as to the Company's ability to
continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1697834/000149315220024305/form10-k.htm
About Stem Holdings
Headquartered in Boca Raton, Florida, Stem Holdings, Inc. --
http://www.stemholdings.com-- is a multi-state, vertically
integrated, cannabis company that, through its subsidiaries and its
investments, is engaged in the manufacture, possession, use, sale,
distribution or branding of cannabis and/or holds licenses in the
adult use and/or medical cannabis marketplace in the states of
Oregon, Nevada, California, Oklahoma and Massachusetts.
STUDIO MOVIE: Committee Seeks to Hire Pachulski as Legal Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Studio Movie Grill
Holdings, LLC and its affiliates seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire
Pachulski Stang Ziehl & Jones, LLP as its legal counsel.
The firm will provide services in connection with the Debtors'
Chapter 11 cases, which include:
a. assisting the committee in its consultations with the
Debtors regarding the administration of the cases;
b. analyzing the Debtors' assets and liabilities,
investigating the extent and validity of liens and participating in
and reviewing any proposed asset sales, any asset dispositions,
financing arrangements and cash collateral stipulations or
proceedings;
c. assisting the committee in any manner relevant to reviewing
and determining the Debtors' rights and obligations
under leases and other executory contracts;
d. investigating the acts, conduct, assets, liabilities, and
financial condition of the Debtors, the Debtors' operations and the
desirability of the continuance of any portion of those operations,
and any other matters relevant to the cases or to the formulation
of a Chapter 11 plan;
e. assisting the committee in the negotiation, formulation,
and drafting of a plan of liquidation or reorganization;
f. advising the committee on the issues concerning the
appointment of a trustee or examiner under Section 1104 of the
Bankruptcy Code;
g. advising the committee regarding its powers and duties
under the Bankruptcy Code and the Bankruptcy Rules; and
h. assisting the committee in the evaluation of claims and in
any litigation matters, including avoidance actions and
claims against directors and officers.
The firm will be paid at these rates:
Partners $750 - $1,495 per hour
Of Counsel $675 - $1,125 per hour
Associates $625 per hour
Paraprofessionals $395 - $425 per hour
Pachulski and its attorneys do not represent any interest adverse
to that of the committee in the matters on which they are to be
retained, according to court filings.
In response to the request for additional information set forth in
Paragraph D.1 of the Revised U.S. Trustee Guidelines, Jeffrey
Pomerantz, Esq., a partner at Pachulski, disclosed that his firm
did not agree to any variations from, or alternatives to, its
standard or customary billing arrangements for its employment with
the committee, and that no professional at the firm varied his rate
based on the geographic location of the Debtors' cases.
Pachulski can be reached through:
Jeffrey N. Pomerantz, Esq.
Maxim B. Litvak, Esq.
Pachulski Stang Ziehl & Jones, LLP
10100 Santa Monica Boulevard, 13th Floor
Los Angeles, CA 90067
Tel: (310) 277-6910
Fax: (310) 201-0760
jpomerantz@pszjlaw.com
mlitvak@pszjlaw.com
-- and --
Robert J. Feinstein, Esq.
Steven W. Golden, Esq.
Pachulski Stang Ziehl & Jones, LLP
780 Third Avenue, 34th Floor
New York, NY 10017
Tel: (212) 561-7700
Fax: (212) 561-7777
rfeinstein@pszjlaw.com
sgolden@pszjlaw.com
About Studio Movie Grill
Studio Movie Grill and its affiliates operate a chain of movie
theatres that include full-service dining during the show. Studio
Movie Grill is based in Dallas and runs 33 theater-restaurants.
On Oct. 23, 2020, Studio Movie Grill Holdings, LLC, and its
affiliates sought Chapter 11 protection (Bankr. N.D. Tex., Case No.
20-32633). Studio Movie Grill was estimated to have $50 million to
$100 million in assets and $100 million to $500 million in
liabilities.
The Hon. Stacey G. Jernigan is the case judge.
The Debtors tapped The Law Offices of Frank J. Wright, PLLC as
their legal counsel, Keen-Summit Capital Partners as real estate
advisor, Donlin, Recano & Company, Inc. as noticing, balloting and
administrative agent, and CR3 Partners, LLC as restructuring
advisor. William Snyder, a partner at CR3, was appointed as the
Debtors' chief restructuring officer.
The Office of the U.S. Trustee appointed a committee to represent
unsecured creditors in the Debtors' Chapter 11 cases on Nov. 16,
2020. The committee tapped Pachulski Stang Ziehl & Jones, LLP as
its lead counsel, Norton Rose Fulbright US LLP as local counsel,
and Dundon Advisers LLC as financial advisor.
STUDIO MOVIE: Committee Taps Norton Rose as Local Counsel
---------------------------------------------------------
The official committee of unsecured creditors of Studio Movie Grill
Holdings, LLC and its affiliates seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to retain
Norton Rose Fulbright US, LLP, as its local counsel.
The firm will provide services to the committee in connection with
the Debtors' Chapter 11 cases, which include legal advice regarding
local rules, practices and procedures.
The hourly rates charged by the firm's attorneys and
paraprofessionals are:
Partners $700 to $1,350
Of Counsel $670 to $1,225
Senior Counsel $520 to $1,175
Senior Associates $595 to $855
Associates $355 to $855
Paraprofessionals $230 to $480
The attorneys expected to have primary responsibility for providing
the services are:
Kristian Gluck Partner $895
Ryan Manns Partner $780
Laura Smith Associate $655
Ryan Manns, Esq., a partner at Norton, disclosed in court filings
that the firm is "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code.
In response to the request for additional information set forth in
Section D of the Revised U.S. Trustee Guidelines:
a. Norton did not agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
its employment with the committee.
b. No rate for any of the professionals included in this
engagement varies based on the geographic location of the
bankruptcy cases.
c. Norton did not represent any member of the committee prior
to its retention by the committee.
d. Norton expects to develop a prospective budget and staffing
plan to reasonably comply with the U.S. Trustee's request for
information and additional disclosures, as to which the firm
reserves all rights.
e. The committee has approved the firm's proposed hourly
billing rates.
Norton can be reached through:
Kristian W. Gluck, Esq.
Ryan E. Manns, Esq.
Laura L. Smith, Esq.
Norton Rose Fulbright US LLP
2200 Ross Avenue, Suite 3600
Dallas, TX 75201-7932
Telephone: (214) 855-8000
Facsimile: (214) 855-8200
kristian.gluck@nortonrosefulbright.com
ryan.manns@nortonrosefulbright.com
laura.smith@nortonrosefulbright.com
About Studio Movie Grill
Studio Movie Grill and its affiliates operate a chain of movie
theatres that include full-service dining during the show. Studio
Movie Grill is based in Dallas and runs 33 theater-restaurants.
On Oct. 23, 2020, Studio Movie Grill Holdings, LLC, and its
affiliates sought Chapter 11 protection (Bankr. N.D. Tex., Case No.
20-32633). Studio Movie Grill was estimated to have $50 million to
$100 million in assets and $100 million to $500 million in
liabilities.
The Hon. Stacey G. Jernigan is the case judge.
The Debtors tapped The Law Offices of Frank J. Wright, PLLC as
their legal counsel, Keen-Summit Capital Partners as real estate
advisor, Donlin, Recano & Company, Inc. as noticing, balloting and
administrative agent, and CR3 Partners, LLC as restructuring
advisor. William Snyder, a partner at CR3, was appointed as the
Debtors' chief restructuring officer.
The Office of the U.S. Trustee appointed a committee to represent
unsecured creditors in the Debtors' Chapter 11 cases on Nov. 16,
2020. The committee tapped Pachulski Stang Ziehl & Jones, LLP as
its lead counsel, Norton Rose Fulbright US LLP as local counsel,
and Dundon Advisers LLC as financial advisor.
SUPERIOR ENERGY: Seeks to Hire Hunton Andrews as Co-Counsel
-----------------------------------------------------------
Superior Energy Services, Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire Hunton Andrews Kurth, LLP.
Hunton Andrews will serve as co-counsl with Latham & Watkins, LLP,
the other firm handling the Debtors' Chapter 11 cases.
The hourly rates charged by the firm's attorneys and paralegals who
are expected to provide the services are:
2020 Rates 2021 Rates
---------- ----------
Timothy Davidson II $930 $990
Joseph Rovira $845 $885
Ashley Harper $650 $725
Philip Guffy $645 $685
Catherine Diktaban $500 $575
Constance Andonian $395 $395
Tina Canada $285 $310
Prior to the petition date, Hunton Andrews received payments in the
aggregate amount of $250,399.50 in fees for services performed and
$30,491.23 in expenses incurred. The firm holds $133,620.80 on
account as of the petition date.
Timothy Davidson II, Esq., a partner at Hunton Andrews, disclosed
in court filings that the firm is "disinterested" within the
meaning of Section 101(14) of the Bankruptcy Code.
Mr. Davidson also made the following disclosures in response to the
request for additional information set forth in Paragraph D.1 of
the Revised U.S. Trustee Guidelines:
Question: Did Hunton Andrews agree to any variations from, or
alternatives to, Hunton Andrews' standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the Hunton Andrews professionals included
in this engagement vary their rate based on the geographic location
of the bankruptcy case?
Response: No.
Question: If you represented the Debtors in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If Hunton Andrews' billing
rates and material financial terms have changed postpetition,
explain the difference and the reasons for the difference.
Response: Hunton Andrews' billing rates and material financial
terms for its representation of the Debtors have not changed
postpetition.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: Hunton Andrews has provided the Debtors with a
budget which is reflected in the budget attached to the
debtor-in-possession (DIP) and cash collateral order for the time
period set forth therein.
Hunton Andrews can be reached through:
Timothy Davidson II, Esq.
Ashley L. Harper, Esq.
Philip M. Guffy, Esq.
Hunton Andrews Kurth LLP
600 Travis Street, Suite 4200
Houston, TX 77002
Tel: 713-220-4200
Fax: 713-220-4285
Email: taddavidson@HuntonAK.com
ashleyharper@HuntonAK.com
pguffy@HuntonAK.com
About Superior Energy Services
Superior Energy Services, Inc. and its affiliates are an oilfield
services provider headquartered in Houston, Texas, with operations
spanning Africa, the Asia Pacific region, Europe, the Middle East,
North America, and Latin America. The Debtors' businesses serve
the drilling, completion, and production-related needs of oil and
gas companies through a diversified portfolio of specialized
oilfield services and equipment that are used throughout the
economic life cycle of oil and gas wells. In particular, the
Debtors manufacture, rent, and sell specialized equipment and tools
for use with well drilling, completion, production, and workover
activities, and offer fluid handling and well servicing rigs. The
Debtors also provide coiled tubing services, electric line,
slickline, and pressure control tools and services, as well as
snubbing and hydraulic workover. For more information, visit
https://www.superiorenergy.com/
Superior Energy and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
20-35812) on Dec. 7, 2020.
At the time of the filing, Debtor disclosed $884,723 in assets and
$1,383,151,024 in liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Latham & Watkins, LLP and Hunton Andrews Kurth,
LLP as their legal counsel; Ducera Partners, LLC and Johnson Rice &
Company, LLC as investment banker and financial advisor; Alvarez &
Marsal North America, LLC as restructuring advisor; and Ernst &
Young, LLP as tax advisor. Kurtzman Carson Consultants, LLC is the
notice, claims and balloting agent.
SUPERIOR ENERGY: Seeks to Hire Latham & Watkins as Legal Counsel
----------------------------------------------------------------
Superior Energy Services Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
hire Latham & Watkins, LLP as their legal counsel.
The firm will provide services in connection with the Debtors'
Chapter 11 cases, which include:
a. advising the Debtors with respect to their powers and
duties in the continued management and operation of their
businesses
and properties;
b. advising the Debtors on the conduct of their bankruptcy
cases, including all of the legal and administrative requirements
of operating in Chapter 11;
c. taking all necessary action to protect and preserve the
Debtors' estates, including prosecuting or defending any action
commenced against the Debtors and representing the Debtors'
interests in negotiations concerning litigation in which they are
involved;
d. analyzing proofs of claim filed against the Debtors and
objecting to such claims as necessary;
e. representing the Debtors in connection with obtaining
authority to continue using cash collateral and postpetition
financing;
f. attending meetings and negotiating with representatives of
creditors, interest holders, and other parties in interest;
g. analyzing executory contracts and unexpired leases and the
potential assumption, assignment or rejection of such contracts and
leases;
h. preparing pleadings;
i. advising the Debtors in connection with any potential sale
of assets;
j. taking necessary actions to obtain approval of a
disclosure statement and confirmation of a Chapter 11 plan;
k. court appearances; and
l. advising the Debtors on corporate, litigation,
environmental, finance, tax, employee benefits and other legal
matters.
The hourly rates charged by the firm are:
Partners $1,120 to $1,680
Counsel $1,085 to $1,560
Associates $590 to $1,105
Professional Staff $250 to $850
Paralegals $250 to $540
During the 90-day period prior to the petition date, Latham &
Watkins received payments and advances in the aggregate amount of
approximately $4.181 million. As of the petition date, the firm has
a remaining credit balance in favor of the Debtors in the amount of
$368,100.
Keith Simon, Esq., a partner at Latham & Watkins, disclosed in
court filings that the firm is "disinterested" within the meaning
of Section 101(14) of the Bankruptcy Code.
Mr. Simon also made the following disclosures in response to the
request for additional information set forth in Paragraph D.1 of
the U.S. Trustee Guidelines:
a. Question: Did Latham & Watkins agree to any variations
from, or alternatives to, the firm's standard billing arrangements
for this engagement?
Answer: No. The rate structure provided by Latham & Watkins
is appropriate and comparable to the rates that the firm charges
for non-bankruptcy representations and the rates of other
comparably skilled professionals.
b. Question: Do any of the Latham & Watkins professionals in
this engagement vary their rate based on the geographic location of
the Debtors' Chapter 11 cases?
Answer: No.
c. Question: If Latham & Watkins has represented the Debtors
in the 12 months prepetition, disclose the firm's billing rates and
material financial terms for the prepetition engagement, including
any adjustments during the 12 months prepetition. If the firm's
billing rates and material financial terms have changed
postpetition, explain the difference and the reasons for the
difference.
Answer: Latham & Watkins' current hourly rates for services
rendered range from $1,120 to $1,680 for partners, $1,085 to $1,560
for counsel, $590 to $1,105 for associates, $250 to $850 for
professional staff, and $250 to $540 for paralegals. These rates
have been used since January 1 of this year, with a 12.5% discount
applied to certain, non-restructuring matters through June 30,
2020. Since July 1, 2020, no discount has been provided.
During the prior calendar year, Latham & Watkins used the following
rates for services rendered: $1,070 to $1,565 for partners; $1,040
to $1,455 for counsel; $565 to $1,085 for associates; $220 to $790
for professional staff; and $220 to $520 for paralegals, with the
same 12.5% discount applied to certain, non-restructuring matters.
All material financial terms have remained unchanged since the
prepetition period.
d. Question: Have the Debtors approved Latham & Watkins'
budget and staffing plan and, if so, for what budget period?
Answer: Latham & Watkins has provided the Debtors with a
prospective budget and staffing plan setting forth the types of
timekeepers, numbers thereof, and applicable hourly rates it
expects during the Chapter 11 cases, which has been approved by the
Debtors. The budget and staffing plan cover the period from the
petition date to Jan. 31, 2021.
Latham & Watkins can be reached through:
George A. Davis, Esq.
Keith A. Simon, Esq.
George Klidonas, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, NY 10022
Tel: 212-906-1200
Fax: 212-751-4864
E-mail: george.davis@lw.com
keith.simon@lw.com
george.klidonas@lw.com
About Superior Energy Services
Superior Energy Services, Inc. and its affiliates are an oilfield
services provider headquartered in Houston, Texas, with operations
spanning Africa, the Asia Pacific region, Europe, the Middle East,
North America, and Latin America. The Debtors' businesses serve
the drilling, completion, and production-related needs of oil and
gas companies through a diversified portfolio of specialized
oilfield services and equipment that are used throughout the
economic life cycle of oil and gas wells. In particular, the
Debtors manufacture, rent, and sell specialized equipment and tools
for use with well drilling, completion, production, and workover
activities, and offer fluid handling and well servicing rigs. The
Debtors also provide coiled tubing services, electric line,
slickline, and pressure control tools and services, as well as
snubbing and hydraulic workover. For more information, visit
https://www.superiorenergy.com/
Superior Energy and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-35812)
on Dec. 7, 2020.
At the time of the filing, Debtor disclosed $884,723 in assets and
$1,383,151,024 in liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Latham & Watkins, LLP and Hunton Andrews Kurth,
LLP as their legal counsel; Ducera Partners, LLC and Johnson Rice &
Company, LLC as investment banker and financial advisor; Alvarez &
Marsal North America, LLC as restructuring advisor; and Ernst &
Young, LLP as tax advisor. Kurtzman Carson Consultants, LLC is the
notice, claims and balloting agent.
SYSTEMS INTEGRATORS: May Use Cash Collateral Thru January 21
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has entered a
Stipulated Order authorizing Systems Integrators, LLC to use cash
collateral through and including January 21, 2021.
The Debtor struck deals with Comerica Bank and the Small Business
Administration for the continued use of cash collateral.
The Debtor was slated to pay Comerica the sum of $5,039.28 as Swap
Payments by December 21 from cash collateral;
As adequate protection of their interests, any creditor asserting a
lien in the cash collateral, including Comerica and the SBA, shall
have a replacement lien (with the same validity, extent and
priority as their respective pre-petition liens) in post-petition
cash collateral to the extent that their respective interests in
the pre-petition cash collateral are diminished.
Comerica and the SBA reserve their rights regarding any matters or
issues not specifically addressed in the Stipulated Order. Nothing
in this Order will be deemed or construed as an admission or waiver
by the Secured Creditors as to adequate protection, or any other
issue in the Bankruptcy Case, and this Order will not constitute
consent by the Secured Creditors to the use of its Cash Collateral
other than for the limited purpose and during the limited period
expressly provided herein.
Attorneys for Comerica Bank:
Alissa Brice Castaneda, Esq.
QUARLES & BRADY LLP
Renaissance One
Two North Central Avenue
Phoenix, AZ 85004
About Systems Integrators, LLC
Systems Integrators, LLC is a privately owned and operated
manufacturing company that offers custom gasket manufacturing, a
full-service CNC machine shop, machine vision systems or part
inspection equipment, fatigue testing equipment, concentration
analyzers, flow meters, electronic assembly and repair.
Systems Integrators filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
20-12056) on Nov. 2, 2020. Samuel M. Gaston, managing member,
signed the petition. At the time of the filing, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Eddward P. Ballinger Jr. oversees the case.
Randy Nussbaum, Esq., at Sacks Tierney P.A., represents the Debtor
as counsel.
TECHNICAL COMMUNICATIONS: Swings to $911K Net Loss in Fiscal 2020
-----------------------------------------------------------------
Technical Communications Corporation filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $910,650 on $4.11 million of net revenue for the year ended
Sept. 26, 2020, compared to net income of $631,425 on $7.02 million
of net revenue for the year ended Sept. 28, 2019.
Carl H. Guild Jr., president and CEO of Technical Communications
Corporation, commented, "As stated in our previous quarters'
earnings reports, the COVID-19 pandemic continues to delay several
projects that are in the pipeline, and those delays continue
although we have experienced some limited progress toward the
resumption of the procurement process. TCC and our customers have
implemented substantial video communications in an effort to move
the projects forward. We have seen evidence that certain countries
are beginning to loosen restrictions, and TCC is preparing to
increase its business development efforts as soon as it is allowed
and safe.
TCC has and will continue to pursue and accept U.S. government
small business financial aid as it becomes available. The entire
TCC team is committed to doing what is necessary to stay prepared
for an expected business upturn in fiscal 2021."
As of Sept. 26, 2020, the Company had $3.28 million in total
assets, $1.36 million in total current liabilities, $406,519 in
long-term operating lease liabilities, $150,000 in notes payable,
and $1.36 million in total stockholders' equity.
Stowe & Degon LLC, in Westborough, Massachusetts, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated Dec. 28, 2020, citing that the Company has an
accumulated deficit, has suffered significant net losses and
negative cash flows from operations and has limited working capital
that raises substantial doubt about its ability to continue as a
going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/96699/000117184320008787/f10k_122820p.htm
About Technical Communications
Concord, Massachusetts-based Technical Communications Corporation
-- http://www.tccsecure.com-- specializes in secure communications
systems and customized solutions to protect highly sensitive voice,
data and video transmitted over a wide range of networks.
TIMOTHY A. MORRIS: Proposes Johnson Auction of Assets
-----------------------------------------------------
Timothy A. Morris asks the U.S. Bankruptcy Court for the Eastern
District of North Carolina to authorize the public auction sale of
the assets in Exhibit A.
The Debtor has personal property in the form of equipment and
vehicles and certain real property. He has determined that it will
be necessary to liquidate these Assets in order to satisfy the
claims of his creditors. For several months, he has worked with
brokers and prospective buyers seeking offers to buy the Sale
Assets. After reviewing the information from these sources as well
as discussions with creditors, the Debtor has determined that the
best method to liquidate the Sale Assets would be through a public
auction.
The Debtor has engaged Johnson Properties Realtors & Auctioneers,
Inc. to conduct a public auction of the property. By separate
Motion, the Debtor has asked the Court for authority to employ
Johnson Properties for this purpose. Mr. Johnson and his staff are
inspecting the Sale Assets now and will develop a plan to market
and auction the Sale Assets in early 2021.
Pursuant to Section 363(f) of the Bankruptcy Code, the Debtor
proposes to sell the Sale Assets, including the equipment, the real
property and improvements thereon, free and clear of all liens,
encumbrances, rights, interests and claims of record.
He asks that the sale of the assets be made free and clear of any
and all liens, encumbrances, claims, rights and other interests,
including but not limited to the following:
A. The statutory liens of the Gaston County Tax Collector for
ad valorem taxes against the real property;
B. The lien securing the claim of CNH Industrial Capital
America, LLC against the Case Compact CX55B Mini-Excavator; and
C. Any and remaining interests, liens, encumbrances, rights
and claim asserted against the assets, which relate to or arise as
a result of a sale of the assets, or which may be asserted against
the buyer of the assets.
The distribution of the proceeds of sale of any encumbered or
under-encumbered property will be subject to payment of any
reasonable administrative costs of the proceeding, as the Court may
allow.
By separate Motion, the Debtor has sought approval to employ
Johnson as auctioneer to conduct a public auction of these
properties and to compensate said auctioneer as a cost of sale.
After the payment of the costs of sale and compensation as set
forth in the Debtor's Application to Employ Auctioneer and
administrative costs, the liens of the lienholders will attach to
the proceeds of sale until distribution.
If any creditor claiming a lien on said Property does not object
within the time allowed, they should be deemed to have consented to
sale of said Property free and clear of their interests.
Timothy A. Morris sought Chapter 11 protection (Bankr. E.D.N.C.
Case No. 19-05243) on Nov. 11, 2019. The Debtor tapped J.M. Cook,
Esq., at J.M. Cook, P.A., as counsel.
TRUCKING & CONTRACTING: May Use Cash Collateral Thru June 30
------------------------------------------------------------
At the behest of Trucking & Contracting Services, LLC, the U.S.
Bankruptcy Court for the District of New Mexico entered an order
authorizing the use of cash collateral during the period beginning
January 1, 2021, and running through June 30, 2021 in accordance
with the Fourth Operating Budget.
TCS needs to use cash collateral in order to continue its
operations as well as continue to collect account receivables owed
by its customers.
The creditors secured pre-petition by collateral of TCS and the
amounts due each creditor are:
a. RTS Financial Service, Inc., which is owed $661,965.00 on
factored accounts;
b. Celtic Capital Corporation, which is owed approximately
$320,000.00 at this time on a blanket lien on vehicles and
equipment;
c. New Mexico Taxation and Revenue Department, which is owed
$2,585,939.00 on a blanket lien on all assets;
d. Volvo Financial Services, which is owed $186,284.00 on
heavy equipment;
e. Advantage Funding Commercial Capital Corp, which is owed
$113,606.00 on dump trailers and Kenworth pump trucks;
f. Delaware Leasing Group, which is owed $128,000.00 on
Peterbilt trucks;
g. New Mexico Workforce Solutions, which is owed $24,164.00
with a blanket lien;
h. Hitachi, which is owed $13,683.00 on equipment; and
i. Stearns Bank, which is owed $5,625.00 on a Champion truck
and trailer.
Celtic asserts it has a blanket lien on the assets of TCS. It filed
a financing statement with the New Mexico Secretary of State on
February 24, 2016. The monthly payments of principal and interest
owed to Celtic by TCS is approximately $21,500.00 per month.
New Mexico Taxation and Revenue Department asserts it has a blanket
lien on TCS' assets pursuant to various filed tax liens.
TCS has a factoring agreement with RTS through December 31, 2020.
All invoices issued by TCS have been assigned to RTS. RTS filed its
financing statement with New Mexico Secretary of State on October
2, 2017. RTS asserts it has a first priority lien on all of TCS'
accounts, accounts receivable and inventory. RTS is owed
$661,965.00 pre-petition by TCS.
RTS and Celtic entered into a subordination agreement on October
10, 2017, wherein the parties agreed that RTS has a first priority
lien on all of TCS' accounts, accounts receivable and inventory.
The Debtor has asked the court to declare that Celtic's lien
position be subordinated to RTS as it has been subordinated
pre-petition.
As adequate protection, TCS proposes to provide post-petition,
continuing and replacement liens on postpetition assets of TCS of
the same sort and in the same priority as the cash collateral
claimants had pre-petition, including liens on TCS' post-petition
proceeds and profits thereof, to secure the use of cash collateral,
said post-petition liens to be subject to any claims, defenses or
avoiding powers that the pre-petition liens on cash collateral
claims may be subject to, and which such post-petition liens having
the same validity and priority as the liens existing at the time of
the filing of the petition, except that said post-petition liens
will be subordinate to RTS' first priority lien on post-petition
accounts, accounts receivable and inventory as ordered by the Court
on the fourth longer term basis.
TCS will make adequate protection payments to Celtic: $13,000.00
for the months of January through June 2021, which payments will
pay interest and some principal on the Celtic note in order to
compensate Celtic for any possibility of decrease in value of its
asserted collateral position, whether said compensation be
predicated on funds collected by RTS on pre-petition invoices owed
to TCS or predicated on post-petition invoices collected by RTS.
TCS will pay Celtic adequate protection of its secured position
during the fourth longer term use period (through June 30, 2021)
and provide postpetition, continuing and replacement liens on
post-petition assets of the Debtor of the same sort and in the same
priority as Celtic asserts it had pre-petition, including liens on
the Debtor's post-petition proceeds and profits thereof, to secure
the use of cash collateral, said pre- and post-petition liens to be
subordinate to RTS's first priority lien on post-petition accounts
and accounts receivable and subject to any claims, defenses or
avoiding powers that the prepetition liens of Celtic may be subject
to.
TCS has also entered into agreements with its purchase money lien
creditors to pay these amounts as adequate protection:
a. Delaware Leasing (collateral eight Peterbilt water hauling
semi-trucks) at $10,000.00 per month for the six-month period;
b. Advantage Funding Commercial Capital Corp (collateral two
Armor Lite Belly Dump Trailers and six Kenworth Trucks with Vacuum
Pumps) at $2,500.00 per month for the six-month period;
c. Volvo Financial Services (two pieces of heavy equipment) at
$3,750.00 per month for the six-month period.
TCS is planning to file a chapter 11 plan and present the plan to
creditors for approval either prior to or during this six-month
cash collateral period.
About Trucking & Contracting Services, LLC
Trucking & Contracting Services, LLC, is a trucking company in the
business of removing the produced water from the oil released from
wells located in Southern New Mexico and West Texas. TCS runs 15-20
trucks on a daily basis. TCS drivers issue a ticket for each well
cleaning and said tickets are then entered into invoices for each
customer. Each truck is tracked through a GPS system as an
additional backup to the invoice to show the miles driven to each
well site and the amount of time spent cleaning at each site. Some
of the well producers also contract with TCS to properly dispose of
the waste water from the wells. It is standard in the business
within which TCS operates to factor its accounts as there is a
significant delay between invoices being issued and customers
making payment on same.
TCS sought protection under Chapter 11 of the US Bankruptcy Code
(Bankr. D.N.M. Case No. 19-11319-j11) on May 31, 2019, listing
under $50,000 in assets and $1 million to $10 million in
liabilities. Diane Webb is the Debtor's counsel.
Judge Robert H. Jacobvitz oversees the case.
TTK RE ENTERPRISE: May Use Cash Collateral Thru Feb. 2021
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
authorized TTK RE Enterprise LLC to use cash collateral on a final
basis through February 1, 2021.
The Debtor is authorized to use cash collateral to maintain and
preserve its assets, to continue operation of its business, to
purchase replacement supplies, and to pay all statutory quarterly
fees to the Office of the United States Trustee as they become due
and payable.
Situs Properties has mortgages and a valid, perfected and secured
lien and security interest in the rents from the Debtor's real
property, and which secure the Debtor's indebtedness in the
approximate amount of $2,144,457.12 as of the Petition Date.
The court says Situs Properties will be paid only out of the Situs
DIP deposit account, and expenses for the Loan Funder Properties
will be paid only out of the Loan Funder DIP deposit account, any
joint expenses will be apportioned by the number of properties. The
Debtor will identify any Situs Properties it currently holds rental
deposits for the amount of the deposit, the property and individual
associated with such deposit, and will account for all such
deposits.
As adequate protection for use of the cash collateral, Bank is
granted a replacement perfected security interest to the extent and
with the same priority in all of the Debtor's postpetition
collateral, and proceeds thereof, that Situs held in Debtor's
pre-petition property, subject to payments due.
To the extent the adequate protection provided for proves
insufficient to protect Situs's interest in and to the cash
collateral as set forth in the Motion, Situs will have a
superpriority administrative expense claim senior to any and all
claims against Debtor, whether in the proceeding or in any
superseding proceeding, subject to payments due. Excluded from the
super-priority administrative claim are any causes of action
arising under Chapter 5 of the Bankruptcy Code.
The Debtor is also directed to continue to make its regular monthly
payments to Situs and/or Loan Funder as adequate protection
payments in the amounts of approximately $13,500.00 and $30,500.00,
respectively for the duration of the Order.
The Debtor must sell and close the sale of at least two of the
Situs Properties every two months, with the first such two-month
period ending on December 1, 2020. Two more of the Situs Properties
must sell and close no later than February 1, 2021, by which time,
all remaining Situs Properties must be sold and closed or the
Debtors Indebtedness to Situs must be paid in full.
Situs Properties is represented by:
Andrew J. Nazar, Esq.
900 W. 48th Place, Suite 900
Kansas City, MO 64112
About TTK RE Enterprise LLC
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 is the Debtor's counsel.
US REAL ESTATE: Trustee Gets OK to Hire Spencer Fane as Counsel
---------------------------------------------------------------
Eric Johnson, the Chapter 11 trustee for US Real Estate Equity
Builder, LLC and US Real Estate Equity Builder Dayton, LLC,
received approval from the U.S. Bankruptcy Court for the District
of Kansas to hire Spencer Fane, LLP as his legal counsel.
The trustee needs legal counsel to investigate claims and potential
assets; pursue avoidance and turnover claims, including preferences
and fraudulent transfers; and assist him in the discharge of his
duties in connection with the Debtors' Chapter 11 cases.
Spencer Fane's hourly rates range from $288 to 653 for partners and
of counsel, $235 to $370 for associates, and $75 to $280 for
paralegals and legal staff. The attorneys' rates reflect an
approximately 10 percent discount from their standard hourly
rates.
The attorneys and paraprofessionals who are expected to handle the
cases are:
James Lodoen $540
Eric Johnson $460
Andrea Chase $325
Zachary Fairlie $305
Felecia Morris $150
Eric Johnson, Esq., at Spencer Fane, disclosed in court filings
that the firm is "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Eric L. Johnson, Esq.
Spencer Fane LLP
1000 Walnut Street, Suite 1400
Kansas City, MO 64106
Office: 816-474-8100
Facsimile: 816-474-3216
ejohnsontrustee@spencerfane.com
About US Real Estate Equity Builder
US Real Estate Equity Builder LLC is primarily engaged in renting
and leasing real estate properties.
US Real Estate Equity Builder and its affiliate, US Real Estate
Equity Builder Dayton, LLC, filed their voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Lead
Case No. 20-21358) on Oct. 2, 2020. Judge Robert D. Berger
oversees the cases.
At the time of the filing, US Real Estate Equity Builder disclosed
$5,281,000 in assets and $13,985,020 in liabilities. US Real
Estate Equity Builder Dayton disclosed assets of between $1 million
and $10 million and liabilities of the same range.
George J. Thomas, Esq., at Phillips & Thomas LLC, is the Debtors'
legal counsel.
The Office of the U.S. Trustee appointed a committee to represent
unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Sader Law Firm.
Eric L. Johnson is the Chapter 11 trustee appointed in the cases.
He is represented by Spencer Fane LLP.
VRAI TABERNACLE: $2M Sale of Palm Springs Property to Tobias Okayed
-------------------------------------------------------------------
Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Vrai Tabernacle de Jesus, Inc.'s
sale of the real property located at 1656 S Congress Ave., Palm
Springs, Florida, PCN 70-43-44-08-15-003-0010, to Tobias R.
Hamilton, Inc., for $2 million, free and clear of liens.
A hearing on the Motion was held on Dec. 15, 2020.
The proceeds of the sale after payment of the expenses of the sale
will be used to satisfy the liens and encumbrances on the property.
The balance of the net proceeds of sale will be placed in escrow
in Brian K. McMahon, P.A., Trust Account and distributed to other
creditors pursuant to a confirmed chapter 11 plan.
Should the sale be canceled, the Debtor will, within two business
days, notify all creditors of the cancellation.
Creditor E&Y Assets, LLC's Motion to Dismiss is continued to Jan.
29, 2021 at 10:00 a.m. The hearing will be conducted
telephonically via Court Solutions. All parties in interest must
arrange to appear telephonically by registering with CourtSolutions
one of two ways: (i) online (at
https://www.court-solutions.com/SignUp) or (ii) by telephone at
(917) 746-7476. A reservation to participate in the Hearing is
required. Participants must register with CourtSolutions no later
than 3:00 p.m. at least one full business day prior to the date of
the hearing.
About Vrai Tabernacle de Jesus
Vrai Tabernacle de Jesus, Inc., is a non-profit religious
organization that conducts services for its members and provides
assistance to the needy in Haiti.
Vrai Tabernacle de Jesus filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
20-21421) on Oct. 19, 2020. Vrai Tabernacle President Lenese
Naval-Estiverne signed the petition. At the time of filing, the
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities. Judge Mindy A. Mora oversees the case.
Brian K. McMahon, P.A. serves as the Debtor's legal counsel.
[*] World's Biggest Bankruptcies in 2020
----------------------------------------
Luca Ventura of Global Finance reports that the global pandemic
pushed many shaky companies over the edge into bankruptcy, but some
of them will emerge stronger and more profitable in the long run as
a result. However, the top 15 bankruptcies filed this 2020
indicate that these businesses were struggling long before the
pandemic hit.
The coronavirus vaccine is widely expected to help the global
economy rebound and inject new life into those sectors that have
suffered the most. Yet, it won't able to fix the problems caused
by carrying massive debt loads, by the shifts in consumers' habits,
by an unsuccessful management and business model.
(15) NEIMAN MARCUS GROUP
Country: United States
Liabilities: $6.79 billion
The American chain of luxury department stores, which also owns New
York landmark Bergdorf Goodman, became the first highest-profile
retailer to apply for bankruptcy protection when it filed for
Chapter 11 on May 7, 2020.
Granted, the pandemic alone didn't bring down this shoppers' mecca.
Saddled with debt from two leveraged buyouts since 2005, Neiman
Marcus had been struggling financially for a long time. Yet, the
Dallas-based group proves that bankruptcy can be an opportunity to
refocus and reorganize the business. Under a restructuring plan
which eliminated more than $4 billion of its debt, the group
managed to emerge from Chapter 11 in September. However, the
journey back to profitability has just begun. One of the effects
of the pandemic is that major designer brands have doubled down on
direct-to-consumer strategies skipping over traditional wholesale
distribution channels.
(14) J.C. PENNEY
Country: United States
Liabilities: $7.16 billion
Over 840 locations across the United States, 90.000 employees, 118
years in business: This is how the beginning of 2020 looked for the
sprawling retail giant. On May 15, 2020, barely a week after
Neiman Marcus, J.C. Penney filed for Chapter 11 bankruptcy
protection.
Like its upscale rival, the discount store chain has announced it
emerged from bankruptcy after being acquired by mall owners Simon
and Brookfield. One-third of its stores will be closed and 20,000
workers laid off, but that is the high price of survival. A
majority of J.C. Penney's workforce will get to keep their jobs.
(13) AVIANCA
Country: Colombia
Liabilities: $7.27 billion
How much traveling did you do this 2020? With tourism ground to a
halt almost everywhere, it's been hard to keep track of all the
airlines that went bankrupt in 2020. Arguably, this is not how
Avianca was expecting to celebrate the beginning of its second
century in business. Founded in Colombia in 1919, the world's
second-oldest carrier (behind the Dutch KLM) and Latin America's
second-largest filed for Chapter 11 in New York on May 10, 2020.
Along with many historic airlines, Avianca had been facing
competition from low-cost operators for years. To stay in
business, it plans to cut routes and let go of up to 40% of its
fleet.
(12) NORWEGIAN AIR
Country: Norway
Liabilities: $7.34 billion
About those low-cost airlines -- they suffered too. Norwegian Air,
the pioneer in discounted transatlantic flights, entered into
administration in December 2020. Years of aggressive,
credit-fuelled expansion left the company vulnerable to shocks. In
the second quarter of 2020, the carrier's passenger numbers
collapsed by 99% due to the pandemic and it became impossible for
them to make debt payments in full and on time.
It is worth noting that Norwegian sought for court's protection in
Ireland, where the company's aircraft assets are held, through a
process called Examinership. Many multinational firms prefer
instead to file for bankruptcy in the US -- all it takes is to be
incorporated or have assets or operations within America's borders.
The advantage is that, contrary to most foreign insolvency systems
where a trustee is appointed, filing for Chapter 11 gives the
existing management the power to retain control of the company and
prohibits all parties from taking any legal action against it
outside the bankruptcy proceedings.
(11) SEADRILL LIMITED
Country: United Kingdom
Liabilities: $7.3 billion
It is all connected. You are grounded, you don't drive, you don't
take public transportation, you don't fly: who needs to buy petrol?
The crash in oil demand prompted by lockdowns and travel bans
forced numerous energy firms to declare bankruptcy. Seadrill -- a
rig contractor managed from London but incorporated in Bermuda for
tax purposes and controlled by Norwegian billionaire John
Fredriksen -- filed for Chapter 11 in December 2020. It wasn't the
first time: a previous bankruptcy initiated in 2017, it is safe to
say, did not solve the company's cash problems.
(10) DIGICEL
Country: Jamaica
Liabilities: $7.4 billion
Digicel mobile phones are ubiquitous in the Caribbean. Yet, the
company has been battling declining revenues and increasing
operating costs for years. The reason? The industry-wide trend of
declining high-margin voice revenue versus increasing low-margin
data usage among its subscribers. Digicel cable television and
broadband businesses, also, have not been able to offset the losses
in phone operations. Citing "unsustainable volumes of funded
indebtedness," the Jamaica-headquartered, Bermuda-incorporated,
Irish-owned company filed for bankruptcy in New York in May.
(9) VALARIS
Country: United Kingdom
Liabilities: $7.85 billion
You already know the story: the multi-year slump in commodity
prices, only deepened by the pandemic, forced many oil and gas
firms to default on their debt. Among them, the largest offshore
and well drilling company in the world, London-based Valaris, which
filed for Chapter 11 bankruptcy protection on August 19, 2020.
(8) MCDERMOTT INTERNATIONAL
Country: United States
Liabilities: $9.86 billion
It didn't take the coronavirus epidemic for oilfield services
company McDermott International to default on its loans. Yet
another casualty of low prices and record-breaking debt, McDermott
entered Chapter 11 reorganization in January 2020. It has since
then emerged from proceedings through a restructuring plan that
included the sale of its subsidiary Lummus Technology. With oil
prices set to rebound in 2021, optimism seems to be back at the
Houston-based company.
(7) THAI AIRWAYS
Country: Thailand
Liabilities: $10 billion
Thailand's national carrier used to be known for having the best
service among Asian airlines. Not anymore, according to its
customers, and that might have to do with the fact that Thai has
recorded net losses for seven of the past 10 years, making it
difficult to invest on the necessary improvements and upgrades.
The pandemic dealt a final blow to the company, which in May 2020
petitioned for bankruptcy protection (or "debt rehabilitation," as
it is called in Thailand) claiming an estimated debt burden of 300
billion baht at the time of the filing, roughly equivalent to $10
billion.
(6) CHESAPEAKE ENERGY CORPORATION
Country: United States
Liabilities: $11.79 billion
A decade ago, Oklahoma City-based Chesapeake Energy helped turn the
U.S. into a global powerhouse by pioneering fracking, the technique
of extracting oil and gas from rock formations by injecting
high-powered water and chemicals. By the end of June 2020, buried
under a mountain of debt, it was bankrupt and delisted from New
York Stock Exchange.
5) ASCENA RETAIL GROUP
Country: United States
Liabilities: $12.5 billion
What can amass more debt than a large retail chain? An umbrella
company that owns several retail chains, of course. That is the
case of Ascena, which filed for bankruptcy in July 2020, and
counted among its subsidiaries household names such as Ann Taylor,
Loft, Lou & Grey and Lane Bryant. In November 2020, Ascena
announced that the private equity firm Sycamore Partners had agreed
to acquire and relaunch the portfolio of brands with the commitment
to retain about 900 of the 1,500 retail locations throughout the
U.S. Thousands of direct and indirect jobs will be lost.
(4) INTELSAT
Country: Luxembourg
Liabilities: $16.8 billion
The global pandemic forced the already struggling Luxembourg and
Virginia-based satellite operator to file for Chapter 11 in May
2020, a move aimed at staying in business while waiting for the
proceeds from the auction of one of its spectrums to be repurposed
for 5G technology.
What does Covid-19 have to do with satellites? Most broadcast and
cable tv providers in the U.S. rely on Intelsat to distribute their
programming, but the near-total absence of live sporting events had
a major impact on the company. The ban on traveling weighed on its
revenues as well, as an important portion of the business is
represented by communication services to aviation and maritime
industries.
(3) LATAM AIRLINES
Country: Chile
Liabilities: $17.96 billion
It is the largest airline in South America and the largest to enter
into administration this 2020 globally. With its affiliates in
Brazil, Peru, Colombia, Ecuador and the U.S., Latam Airlines filed
for Chapter 11 bankruptcy protection in New York in May 2020. It
faced many of the same problems by its counterparts in the region
and around the world during the pandemic, except its pile of debt
was much, much greater.
(2) FRONTIER COMMUNICATIONS
Country: United States
Liabilities: $21.86 billion
The internet, TV and phone company initiated business rescue
proceedings in April 2020. With a debt burden -- according to
consultancy firm BankruptcyData -- close to $22 billion, it is the
biggest telecom bankruptcy since the Worldcom Inc. fiasco in 2002.
Frontier operates in 29 states across the U.S. in predominantly
rural areas and small and medium-sized cities. Amid costly
acquisitions and countless complaints of poor-quality service, its
financial collapse has been several years in the making.
Bankruptcy proceedings, while likely to save the company, won't
make customers' wifi any faster.
(1) HERTZ
Country: United States
Liabilities: $24.3 billion
"The impact of Covid-19 on travel demand was sudden and dramatic,
causing an abrupt decline in the company's revenue and future
bookings," said Hertz Global Holdings in a statement on May 22,
2020. The same day, the company -- which began in Chicago in 1918
by renting a dozen Model T Ford cars—filed for Chapter 11 in
Delaware. By then, Hertz had already furloughed or laid off 20,000
employees, or about one-half of its global workforce.
Yet again, the pandemic alone doesn't explain how this giant with
12,400 corporate and franchise locations worldwide managed to drive
itself into bankruptcy. With ballooning costs related to fleet
maintenance and location leases and new competition from the likes
of Uber and Lyft, the debt had been piling up for quite some time.
Covid-19 only exacerbated these problems and in October the stock
was delisted from the New York Stock Exchange.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Frank Thomas Vallot and Barbara Butler Vallot
Bankr. E.D. La. Case No. 20-12108
Chapter 11 Petition filed December 23, 2020
represented by: Robin R. De Leo, Esq.
In re J & J Pizza, Inc.
Bankr. D.N.J. Case No. 20-23856
Chapter 11 Petition filed December 23, 2020
See
https://www.pacermonitor.com/view/4KEXPFY/J__J_Pizza_Inc__njbke-20-23856__0001.0.pdf?mcid=tGE4TAMA
represented by: Marc C. Capone, Esq.
GILLMAN, BRUTON & CAPONE, LLC
E-mail: mcapone@gbclawgroup.com
In re Ralph Arlie Rodriguez and Hannah Jean Rodriguez
Bankr. E.D.N.C. Case No. 20-03981
Chapter 11 Petition filed December 23, 2020
represented by: Danny Bradford
In re Gregorio Trevino and Maria Carmen Trevino
Bankr. S.D. Tex. Case No. 20-10288
Chapter 11 Petition filed December 23, 2020
represented by: Christopher Phillippe, Esq.
In re Daniel N. Leeks, Jr. and Tamara J. Leeks
Bankr. W.D. Wash. Case No. 20-13116
Chapter 11 Petition filed December 23, 2020
represented by: Larry Feinstein, Esq.
In re Peter L. Briggs and Laura L. Briggs
Bankr. E.D. Wisc. Case No. 20-28145
Chapter 11 Petition filed December 23, 2020
represented by: Benjamin P. Payne, Esq.
HANSON & PAYNE, LLC
Email: bpayne@hansonpayne.com
In re Chesapeake Sailing Charters, LLC
Bankr. D. Md. Case No. 20-20989
Chapter 11 Petition filed December 26, 2020
See
https://www.pacermonitor.com/view/JLSJSLI/Chesapeake_Sailing_Charters_LLC__mdbke-20-20989__0001.0.pdf?mcid=tGE4TAMA
represented by: Steven B. Preller, Esq.
STEVEN B. PRELLER
E-mail: spreller@msn.com
In re Michele Louise Nessier
Bankr. N.D. Cal. Case No. 20-31026
Chapter 11 Petition filed December 27, 2020
represented by: Brent Meyer, Esq.
In re William Q. Do
Bankr. N.D. Cal. Case No. 20-41964
Chapter 11 Petition filed December 27, 2020
represented by: Mufthiha Sabaratnam, Esq.
In re Brent Nerguizian
Bankr. D. Ariz. Case No. 20-13658
Chapter 11 Petition filed December 28, 2020
represented by: Alan Meda, Esq.
In re 4915 Quarles St. LLC
Bankr. D.D.C. Case No. 20-00497
Chapter 11 Petition filed December 28, 2020
See
https://www.pacermonitor.com/view/AERLZSQ/4915_Quarles_St_LLC__dcbke-20-00497__0001.0.pdf?mcid=tGE4TAMA
represented by: Bennie R. Brooks, Esq.
BENNIE R. BROOKS PC
E-mail: bbrookslaw@aol.com
In re 617 Keefer Pl. LLC
Bankr. D.D.C. Case No. 20-00498
Chapter 11 Petition filed December 28, 2020
See
https://www.pacermonitor.com/view/A4PUOLA/617_Keefer_Pl_LLC__dcbke-20-00498__0001.0.pdf?mcid=tGE4TAMA
represented by: Bennie R. Brooks, Esq.
BENNIE R. BROOKS PC
E-mail: bbrookslaw@aol.com
In re Alicia Gonzales-Longoria
Bankr. D. Neb. Case No. 20-41658
Chapter 11 Petition filed December 28, 2020
represented by: Galen Stehlik, Esq.
In re Melvin Francisco Mathe Bermudez and Lesbia Enid Medina Bello
Bankr. D.P.R. Case No. 20-05018
Chapter 11 Petition filed December 28, 2020
See
https://www.pacermonitor.com/view/AI6DLFY/MELVIN_FRANCISCO_MATHE_BERMUDEZ__prbke-20-05018__0001.0.pdf?mcid=tGE4TAMA
represented by: Jacqueline Hernandez, Esq.
HERNANDEZ LAW OFFICES
E-mail: quiebras1@gmail.com
In re Tomahawk Roofing DFW LLC
Bankr. N.D. Tex. Case No. 20-43876
Chapter 11 Petition filed December 28, 2020
See
https://www.pacermonitor.com/view/ZIVRYRQ/Tomahawk_Roofing_DFW_LLC__txnbke-20-43876__0001.0.pdf?mcid=tGE4TAMA
represented by: Alice Bower, Esq.
ALICE BOWER
E-mail: ecf@alicebower.com
In re Richard W. Trachuk, Inc.
Bankr. S.D. Fla. Case No. 20-24060
Chapter 11 Petition filed December 29, 2020
See
https://www.pacermonitor.com/view/SCDPSMA/Richard_W_Trachuk_Inc__flsbke-20-24060__0001.0.pdf?mcid=tGE4TAMA
represented by: Chad Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
E-mail: chad@cvhlawgroup.com
In re Jimmy R Fann and Angela M. Fann
Bankr. E.D.N.C. Case No. 20-03995
Chapter 11 Petition filed December 29, 2020
represented by: Danny Bradford, Esq.
PAUL D. BRADFORD, PLLC
E-mail: dbradford@bradford-law.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
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available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
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then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
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Troubled Company Reporter is a daily newsletter co-published
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
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Copyright 2020. All rights reserved. ISSN: 1520-9474.
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*** End of Transmission ***