/raid1/www/Hosts/bankrupt/TCR_Public/210104.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, January 4, 2021, Vol. 25, No. 3
Headlines
1 VISION LLC: U.S. Trustee Unable to Appoint Committee
1006 WEBSTER: Plan Headed for Jan. 21 Confirmation Hearing
1006 WEBSTER: WCP Asks for Default Clause in Plan
1420 HOWE: Wins Approval of Disclosure Statement
203-205 NORTH: Creditors' Plan Has Feb. 3 Confirmation Hearing
3052 BRIGHTON: Secured Creditors' Plan Slated for Feb. 3 Hearing
323-327 MAIN ST: Unsecureds to be Paid in Full After Sale Closing
558 VAN CORTLAND: Unsecured Creditors to Recover 3% Over 5 Years
AIRPORT VAN: Seeks to Hire Danning Gill as Bankruptcy Counsel
ALA TURK: Unsecured Creditors Will Recover 6.9% in Plan
AMERICAN INDUSTRIES: Selling 2 Scottsdale Properties for $174K
ANCELLOTTA LLC: Has Until Jan. 15, 2021 to File Plan & Disclosures
ASBURY AUTOMOTIVE: Egan-Jones Hikes Sr. Unsecured Ratings to BB-
BASIC FOOD: Claims vs Ahne Defendants Dismissed
BENEVIS CORP: Wind Down Plan Okayed After Sale to Lender
BETTERECYCLING CORP: Plan Exclusivity Extended Until Feb. 4
BL RESTAURANTS: Tulsi Buying Liquor License R-286 (Pa.) for $275K
BUFFBURGER #1: Plan Headed for Jan. 6 Confirmation Hearing
BURNS ASSET: Has Until March 15, 2021 to File Plan & Disclosures
CARRIZO OIL: Egan-Jones Withdraws BB- Senior Unsecured Ratings
CASA INVESTMENT: Unsecureds to Get What's Left of Sale Proceeds
CBL & ASSOCIATES: Unsecureds Recovery "TBD" in Debt-Equity Plan
CELESTE ADRIAN & JAY HOPFENSPERGER: Confirmation to be Entered
CENTRO GROUP: Amended Joint Liquidating Plan Confirmed by Judge
CHARLIE BROWN'S: Has Until Jan. 27, 2021 to File Plan & Disclosures
CORNERSTONE PAVERS: Unsec. Creditors Could Get 48% to 64% in Plan
CORT & MEDAS: 1414 Lender's Claim Dispute Affects Plan
CRC BROADCASTING: Unsecureds to be Paid in Full in 24 Months
CRED INC: Recovery Still "Unknown" for Customers Owed $160M
DANCEL LLC: Jack in the Box Issues Headed to Confirmation Hearing
DELL INCORPORATED: Egan-Jones Lowers Sr. Unsecured Ratings to BB-
DICK'S SPORTING: Egan-Jones Hikes Senior Unsecured Ratings to BB+
DIGIPATH INC: Delays Filing of Form 10-K for Fiscal 2020
DOUBLE G BRANDS: To Seek Confirmation of 45% Plan on Jan. 11
EAST CAROLINA: To Seek Approval of 3% Plan on Jan. 12
ECOARK HOLDINGS: Launches $8 Million Registered Direct Offering
ED3 CONSULTANTS: Unsecureds Will Recover 10% in Plan
EDGAR COLON: BPPR Ordered to Submit Revised Timesheet Entries
EVERGREEN MORTGAGE: Case Summary & 20 Largest Unsecured Creditors
FALL CREEK PLAZA: Partners Reach Deal; Plan Modified
FIBERCORR MILLS: Seeks to Defer Sale Hearing Amid SBA Issues
FORTOVIA THERAPEUTICS: Extends Plan Filing Deadline to Jan. 29
GALILEO LEARNING: Court Approves Disclosure Statement
GATEWAY RADIOLOGY: 11th Cir. Vacates Approval Order on PPP Loan
GEORGE WESTON: Egan-Jones Hikes FC Senior Unsecured Rating to BB
GTT COMMUNICATIONS: Fitch Assigns 'B' Rating on Priming Term Loan
GULFPORT ENERGY: Hires Financial Advisor for Special Committee
GULFPORT ENERGY: Hires Perella Weinberg as Financial Advisor
GULFPORT ENERGY: Units Tap Financial Advisor for Special Committee
GULFSLOPE ENERGY: Incurs $2.4 Million Net Loss in Fiscal 2020
HOUTEX BUILDERS: Court Rules on Claim Objections
HOVNANIAN ENTERPRISES: Egan-Jones Hikes Sr. Unsec. Ratings to CCC+
IMAGEWARE SYSTEMS: Sells $500,000 Worth of Series D Preferred Stock
IMMUNSYS INC: Case Summary & 20 Largest Unsecured Creditors
IN-SHAPE HOLDINGS: Shopcore Replaces Creative Drinks on Committee
INTERTAPE POLYMER: Egan-Jones Hikes Senior Unsecured Ratings to BB
INTERURBAN HOUSING: Nissan Motor Objects to Plan & Disclosures
ISLET SCIENCES: Plan to Give Unsecureds 1.6% Ownership in Company
ITT HOLDINGS: Fitch Lowers LongTerm IDR to 'BB+', Outlook Stable
JAMUNA TAXI: Court Confirms Chapter 11 Plan
JB HOLDINGS: Voluntary Chapter 11 Case Summary
JMR100 LLC: Southern Star Says Plan Not Feasible
JTS TRUCKING: Has Until March 1, 2021 to File Plan & Disclosures
KB US HOLDINGS: Unsecured Creditors Out of Money in Sale Plan
KEAST ENTERPRISES: Unsecured Creditors to Recover 46.5% in Plan
KINSER GROUP: First Financial Makes Sec. 1111(b) (2) Election
LEED CORPORATION: Voluntary Chapter 11 Case Summary
LIGHTHOUSE RESOURCES: Amends Proposed Order on Sale of Wash. Assets
LINDBLAD EXPEDITIONS: S&P Cuts Sec. Credit Facility Rating to 'B-'
LSC COMMUNICATIONS: JB Hunt Out as Committee Member
LUCKY RABBIT: Asks for More Time to File Reorganization Plan
MALLINCKRODT PLC: Court Recommends Withdrawal from Mediation
MALLINCKRODT PLC: New PharmaTop Resigns as Committee Member
MANZANA CAPITAL: Urban Buying San Diego Property for $900K
METRO PUERTO RICO: Plan Filing Deadline Moved to Mid-February
MICHAELS STORES: Egan-Jones Hikes Senior Unsecured Ratings to B
MILLER TOOL: MTD Automation Buying Business Assets for $400K
MOKHIM RASOOLI: Selling 3 Van Nuys Properties for $2.6 Million
MOSIER MANAGEMENT: Jan. 4 Hearing on Disclosure Statement
MYADERM INC: Investors Buying Common Shares at $1.3825 Per Share
NORDSTORM INCORPORATED: Egan-Jones Cuts Sr. Unsec. Ratings to CCC+
NORTHWEST HARDWOODS: Unsecureds Unimpaired in Prepackaged Plan
OLMA-XXI INC: Bid to Extend Plan Approval Deadline Opposed
ONCE A DOG: Jan. 13 Hearing on Sale Plan Set
ORGANIC POWER: Unsecured Creditors to Recover 100% in 5 Years
OXFORD INDUSTRIES: Egan-Jones Lowers Sr. Unsecured Ratings to B+
P & E HARMONY: To Seek Plan Confirmation on Jan. 11
PARK PLACE: Unsecured Creditors Will Recover 50% in Trustee's Plan
PATRIOT WELL: Workers in FLSA Action Tap Bruckner Burch
PATTERSON COS: Egan-Jones Lowers Senior Unsecured Ratings to B+
PSYCHAMERICA BEHAVIORAL: Court Confirms Reorganization Plan
PUNCH BOWL: Updated Case Summary & 30 Largest Unsecured Creditors
QEP RESOURCES: Egan-Jones Hikes Senior Unsecured Ratings to B-
QUARTER HOMES: Seeks to Hire SunWise as Plan Consultant
QUARTER HOMES: Selling 3 Arizona Houses for $916K
R & R TRUCKING: Court Approves Disclosure Statement
REO HOLDINGS: CA Has No Jurisdiction Over District Court Order
RIDGELINE TECHNOLOGY: Unsecureds Get 4% If Plan Consensual
ROBERT ALLEN: C&E Buying Pocatello Property for $25K
ROCKY MOUNTAIN: Court Confirms Second Amended Plan
RSG INDUSTRIES: Asks for Jan. 22 Extension of Plan Filing Deadline
RWDY INC: Amends Plan Disclosures After Denial
RWDY INC: Committee Asks for Changes to Plan & Disclosures
RWDY INC: Tailored Fund Says Oct. 20 Plan Not Confirmable
SCROGGINS NURSING: Seeks to Hire Seiller Waterman as Legal Counsel
SDI PROPERTIES: Gets OK to Hire Richard B. Rosenblatt as Counsel
SENTINL INC: Sets Bid Procedures for Business Property
SENTINL INC: Sets Sale Procedures for Business Property
STANLEY-TRAFTON: Unsec. Creditors to Get Full Payment in 10 Years
STUDIO MOVIE: Committee Taps Dundon Advisers as Financial Advisor
SUN PROPERTY: Court Grants Bid to Dismiss Amended Complaint
TAMARAC 10200: Jan. 21, 2021 Disclosure Statement Hearing Set
TAMARAC 10200: Unsecureds' Recovery in Sale Plan "TBD"
TENTLOGIX INC: U.S. Trustee Unable to Appoint Committee
TRC FARMS: Solicitation Exclusivity Extended Thru Jan. 17
TUESDAY MORNING: Plan Exclusivity Extended Until January 22
UNIQUE CASEWORK: Case Summary & 6 Unsecured Creditors
UNITI GROUP: Inks Severance Agreement with Two Executives
VAIL RESORTS: Egan-Jones Lowers Senior Unsecured Ratings to B+
VETERINARY CARE: Plan Confirmed, Settlements Okayed by Judge
VILLA TAPIA: 2nd Amended Plan Targets March 1 Effective Date
VTV THERAPEUTICS: Jeffrey Kindler Resigns as Director
WC 56 EAST AVENUE: Unsecured Creditors to Recover 100% in Plan
WONDERWORK INC: Court Partly Grants Bids to Dismiss
Z & J LLC: $4-Million Sale Brings Full-Payment Plan
ZAANA-17 LLC: Selling Pelham Property for $752K
ZIER PROPERTIES: Case Summary & 3 Unsecured Creditors
[^] BOND PRICING: For the Week from Dec. 28, 2020 to Jan. 1, 2021
*********
1 VISION LLC: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of 1 Vision, LLC.
About 1 Vision
1 Vision, LLC filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Va. Case No. 20-34763) on Dec. 4, 2020. Lonnie S. Stinson,
owner, signed the petition. At the time of the filing, the Debtor
disclosed $6,028,000 in assets and $1,295,632 in liabilities.
Durrette, Arkema, Gerson & Gill PC is the Debtor's legal counsel.
1006 WEBSTER: Plan Headed for Jan. 21 Confirmation Hearing
----------------------------------------------------------
1006 Webster, LLC submitted on Dec. 9, 2020, an Amended Plan of
Liquidation and a corresponding Amended Disclosure Statement.
On Dec. 11, 2020, the Court entered a consent order approving the
Disclosure Statement, and set a Jan. 21 hearing to consider
confirmation of the Plan. Objections and ballots are due Jan. 14.
The Plan provides for the Debtor's property in Washington D.C. to
be sold first by a sale pursuant to the Court's Sept. 16, 2020
order authorizing the sale of the Property. If such sale does not
close within 30 days of the entry of a Confirmation Order, then the
Debtor will retain an auctioneer at such time and will publicly
auction the Property within 90 days after the entry of a
Confirmation Order. The Debtor asserts that the Property has a
market value of not less than $5,000,000. Whether by a negotiated
sale or by auction, the Debtor avers that all claims will be paid
in full at closing. WCP Fund 1, LLC, will retain the right to
credit bid its indebtedness at any auction.
Event of default provisions were added to the Plan and Disclosure
Statement.
If the Debtor fails to go to closing on the sale of the Property
such that the Effective Date of the Plan does not occur within 120
days of the date of entry of the Confirmation Order, such failure
will be deemed and event of default under the Plan. Any creditor
with a claim entitled to be paid under the Plan may then serve a
notice of default upon the Debtor and its counsel of record by
certified mail, return receipt, requesting payment in full of such
claim within 10 days thereof. If the Debtor fails to satisfy in
full any such Claim within 10 days, such creditor shall then be
permitted to file an affidavit of default with the Bankruptcy Court
and the automatic stay imposed under 11 U.S.C. Sec. 362(a) will be
immediately terminated, allowing for collection actions to proceed
against the Debtor under applicable non-bankruptcy law.
A full-text copy of the Amended Disclosure Statement dated Dec. 9,
2020, is available at https://bit.ly/3gKI4Xk from PacerMonitor.com
at no charge.
Attorneys for 1006 Webster:
Craig M. Palik
MCNAMEE, HOSEA, JERNIGAN, KIM
GREENAN & LYNCH, P.A.
6411 Ivy Lane, Suite 200
Greenbelt, Maryland 20770
Telephone: (301) 441-2420
Facsimile: (301) 982-9450
Email: cpalik@mhlawyers.com
About 1006 Webster
1006 Webster, LLC is a Single Asset Real Estate, owning a property
improved by a 10-unit vacant apartment building located at 1006
Webster Street, N.W., Washington, D.C. The property was purchased
by the Company in January 2016 for $1.1 million for purposes of
rehabilitation and sale. The two members of 1006 Webster are Yared
Assefaw (90% interest) and his brother Fitzum Assefaw.
1006 Webster sought Chapter 11 protection (Bankr. D.D.C. Case No.
20-00302) on July 13, 2020. The case is assigned to Judge Martin
S. Teel, Jr. In the petition signed by Yared Assefaw, managing
member, the Debtor was estimated to have assets and liabilities in
the range of $1 million to $10 million. The Debtor tapped Craig M.
Palik, Esq., at McNamee, Hosea, Jernigan, Kim, Greenan & Lynch,
P.A., as counsel.
1006 WEBSTER: WCP Asks for Default Clause in Plan
-------------------------------------------------
WCP Fund I, LLC ("WCP"), filed a limited objection to the original
disclosure statement explaining the Chapter 11 plan of 1006
Webster, LLC.
This is a single asset real estate case where the Debtor has
already urgently moved the Court, on shortened time, to approve a
contract for the sale of its lone asset, only to seemingly then see
that sale fail to close. According to WCP, the Debtor now seeks to
auction its titular asset as part of a plan of reorganization but,
in so doing, has failed to contemplate the ramifications of
potential second failure, not caring to provide for any mechanism
or recourse if the core auction is delayed, is not held, or
otherwise does not go off according to plan.
"The Plan does not address what happens if the Debtor fails to
auction its lone asset within the 90 days promised in the Plan.
There is no default clause in the Plan, nothing in the Disclosure
Statement discusses the potential occurrence of a default on the
part of the Debtor, and WCP takes appreciable issue with a Plan
that sets up the Debtor to ignore its obligations and then
subsequently beg of this Honorable Court more time to perform those
tasks to which it has already committed," WCP said in its Nov. 30
objection.
"Yet the Debtor does not appear to have ever closed on the sale of
the property, despite this Honorable Court's approval. In fact,
the Debtor has not seen fit to file so much as a single monthly
operating report herein since it moved for the expedited sale of
its lone asset, which is of particular concern since it is
altogether unclear what happened to the earnest money deposit
pledged in the sales contract approved by this Honorable Court."
WCP said it intends to file a motion to convert the case to a
Chapter 7 liquidation.
Objection Addressed
On Dec. 9, 2020, the Debtor filed an Amended Plan and Amended
Disclosure Statement which incorporates default provisions
requested by WCP. On Dec. 11, 2020, the Debtor also filed its
operating reports for July to November 2020.
Counsel for WCP Fund I, LLC:
Maurice B. VerStandig, Esq.
The VerStandig Law Firm, LLC
1452 W. Horizon Ridge Pkwy, #665
Henderson, Nevada 89012
Phone: (301) 444-4600
Facsimile: (301) 444-4600
E-mail: mac@mbvesq.com
About 1006 Webster
1006 Webster, LLC, is a Single Asset Real Estate, whose principal
assets are located at 1006 Webster St., NW Washington, DC. 1006
Webster, LLC, sought Chapter 11 protection (Bankr. D. D.C. Case No.
20-00302) on July 13, 2020. The case is assigned to Judge Martin
S. Teel, Jr. In the petition signed by Yared Assefaw, managing
member, the Debtor was estimated to have assets and liabilities in
the range of $1 million to $10 million. The Debtor tapped Craig M.
Palik, Esq., at McNamee, Hosea, Jernigan, Kim, Greenan & Lynch,
P.A., as counsel.
1420 HOWE: Wins Approval of Disclosure Statement
------------------------------------------------
Judge Fredrick E. Clement has approved 1420 Howe Business Center
Rehabilitation LP's Disclosure Statement.
Jan. 25, 2021 will be the last date for the Debtor to file, serve,
and schedule for hearing a motion to confirm plan on Feb. 22, 2021
at 1:30 p.m.
Replies will be filed and served not later than Feb. 15, 2021.
Jan. 18, 2021 will be the last date for creditors and equity
holders to cast ballots to accept or reject the plan.
Jan. 25, 2021 will be the last date for the plan proponent to file
ballots and a tabulation.
Oppositions will be filed and served, and the notice will so state,
not later than Feb. 8, 2021.
The Debtor has filed a Reorganization Plan that says unsecured
creditors will be paid 100% of all net income from the sale of
parcels on these claims plus interest at the rate of 10% after the
secured creditors have been paid in full. These claims will be
paid in full no later than two years from the Effective Date.
A copy of the Disclosure Statement dated Oct. 28, 2020 is available
at https://bit.ly/3hBWWHD from PacerMonitor.com at no charge.
About 1420 Howe Business Center Rehabilitation
1420 Howe Business Center Rehabilitation LP was formed to develop
5.59 commercial acres located at 1420 Howe Avenue in the County of
Sacramento, California.
1420 Howe Business Center Rehabilitation LP filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Cal. Case No. 20-23543) on July 20, 2020. At the time of the
filing, the Debtor had estimated assets of between $10 million and
$50 million and liabilities of between $1 million and $10 million.
Judge Fredrick E. Clement oversees the case. James L. Brunello,
Esq., serves as the Debtor's counsel.
203-205 NORTH: Creditors' Plan Has Feb. 3 Confirmation Hearing
--------------------------------------------------------------
Judge Nancy Hershey Lord has entered an order approving the Second
Amended Disclosure Statement filed by secured creditors 203-205 N
8th Street LLC, North 8th Investor LLC and 3052 Brighton 1st Street
LLC for the estate of debtor 203-205 North 8th Street Loft, LLC.
A telephonic hearing to consider confirmation of the Secured
Creditors' Second Amended Plan will be held before the Honorable
Nancy H. Lord, United States Bankruptcy Judge, on Feb. 3, 2021 at
3:30 p.m. (EST).
The objections to confirmation of the Second Amended Plan, if any,
must be filed and served no later than Jan. 27, 2021.
All ballots must be properly executed, completed, legible and
delivered by Jan. 27, 2021.
The Proponents must file a ballot tabulation and Certification of
the Voting with the Clerk of the Court no later than Jan. 29,
2021.
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.
About 203-205 North 8th Street Loft
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.
3052 BRIGHTON: Secured Creditors' Plan Slated for Feb. 3 Hearing
----------------------------------------------------------------
Judge Nancy Hershey Lord has entered an order approving the Second
Amended Disclosure Statement explaining secured creditors 3052
Brighton 1st Street II LLC and 3052 Brighton 1st Street LLC's
Second Amended Plan of Liquidation for 3052 Brighton First, LLC.
A telephonic hearing to consider confirmation of the Plan will be
held before the Honorable Nancy H. Lord, United States Bankruptcy
Judge, on Feb. 3, 2021 at 3:30 p.m. (EST).
Objections to confirmation of the Second Amended Plan, if any, must
be filed and served no later than Jan. 27, 2021.
All ballots must be properly executed, completed, legible and
delivered by Jan. 27, 2021.
The Proponents must file a ballot tabulation and Certification of
the Voting with the Clerk of the Court no later than Jan. 29,
2021.
About 3052 Brighton First
3052 Brighton First, LLC, filed a Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 20-40794) on Feb. 6, 2020. Bruce Weiner is the
Debtor's counsel.
323-327 MAIN ST: Unsecureds to be Paid in Full After Sale Closing
-----------------------------------------------------------------
323-327 Main St., LLC, and 38 Market St., LLC, filed with the U.S.
Bankruptcy Court for the District of New Jersey a Joint Combined
Plan of Reorganization and Disclosure Statement dated Dec. 29,
2020.
The sole asset of the 323-327 Main St., LLC is the real property
known as 323-327 Main Street, Paterson, NJ. The property is a
mixed-use building consisting of approximately six commercial units
and 24 residential units. On Dec. 28, 2020, the Debtors obtained a
letter of intent to purchase the property from Yaakoub Hijazi, for
the approximate price of $3,800,000. The sole asset or 38 Market
St., LLC, is the real property known as 36-38 Market Street,
Paterson, NJ.
The Jointly Administered Debtors propose to repay in full their
obligations by selling the real property known as 323-327 Main
Street, Paterson, NJ and to distribute funds contributed by an
affiliate Whairhouse, LLC and/or their principal Jennifer Pina.
The Debtors propose to repay all Allowed Administrative Claims and
Allowed Priority Tax Claims in full and in cash on the effective
date of the Plan, or at such later date as agreed to by the holder
of such claim, by distributing cash contributed by their affiliate
and/or principal.
The Debtors propose to repay all Allowed Secured Claims against the
Debtors, including the secured claims of Valley National Bank, FIG
NJ18, LLC and/or the City of Paterson in full upon the closing of
the sale of the 323-327 Main Street real property. To the extent
that the closing proceeds realized from the sale of the property
are insufficient to repay all Allowed Secured Claims, the Debtors
will pay the balance on the closing date by distributing cash
contributed by their affiliate and/or principal.
The Debtors propose to pay all Allowed General Unsecured Claims in
full upon the closing of the sale of the 323-327 Main Street real
property. To the extent that the closing proceeds realized from
the sale of the property are insufficient to repay all Allowed
General Unsecured Claims, the Debtors will pay the balance on the
closing date by distributing cash contributed by their affiliate
and/or principal.
The Plan will require the Debtors to sell their interests in the
real estate known as 323-327 Main Street, Paterson, NJ and to make
additional cash payments to satisfy all claims in full within 180
days of the Effective Date. The Plan will be funded through the
sales proceeds and contribution of funds by Whairhouse, LLC and/or
Jennifer Iturralde Pina.
On Confirmation of the Plan, all property of the Debtors, tangible
and intangible, including, without limitation, licenses, furniture,
fixtures and equipment, will revert, free and clear of all Claims
and Equitable Interests except as provided in the Plan, to the
Debtors. The Debtors expect to have sufficient cash on hand to
make the payments required on the Effective Date.
A full-text copy of the Joint Combined Plan and Disclosure
Statement dated Dec. 29, 2020, is available at
https://bit.ly/3o77VeP from PacerMonitor at no charge.
Counsel to Jointly Administered Debtors:
John O'Boyle, Esq.
Norgaard, O'Boyle & Hannon
184 Grand Avenue
Englewood, NJ 07631
Tel: (201) 871-1333
Fax: (201) 871-3161
E-mail: joboyle@norgaardfirm.com
About 323-327 Main St.
323-327 Main St LLC is the owner real property known as 323-327
Main Street, Paterson, NJ.
On Sept. 30, 2020, debtors 323-327 Main St., LLC, and 38 Walnut
St., LLC, filed separate voluntary petitions for relief under
chapter 11 of the Bankruptcy Code. On the same day, they moved
before the Bankruptcy Court for Joint Administration of their cases
(Bankr. D.N.J. Case No. 20-21121). In the petition signed by
Jennifer Iturralde Pina, member, 323-327 Main St LLC disclosed
$4,325,000 in assets and $4,232,013 in liabilities. NORGAARD
O'BOYLE & HANNON, serves as bankruptcy counsel to the Debtors.
558 VAN CORTLAND: Unsecured Creditors to Recover 3% Over 5 Years
----------------------------------------------------------------
558 Van Cortland LLC submitted a Plan of Reorganization and a
Disclosure Statement.
Mr. Dov Goldman, the Debtor's principal, is committed to
contributing the financial resources to continue the Debtor's
business of bringing dilapidated and deteriorating properties back
to life, stopping urban blight and upgrading neighborhoods and
maintaining property values.
The Plan will be funded by the lump sum payments to the mortgage
lien holders of the real properties. Priority Liens paid 100%
through the five-year plan. Unsecured claims and the unsecured
portion of the bi-bifurcated claims will be paid 3% over the
five-year plan.
The hearing at which the Court will determine whether to approve
the disclosure statement and solicit this Plan will take place on
Jan. 29, 2021 at 10:00 am, 300 Quarropas Street, White Plains, NY
10601.
A full-text copy of the Disclosure Statement dated Nov. 30, 2020,
is available at https://bit.ly/3o4Swvs from PacerMonitor.com at no
charge.
About 558 Van Cortland
558 Van Cortland LLC is in the business of purchasing distressed
real property, renovation and neighborhood preservation. The
Company was incorporated by Mr. Dov Goldman. Mr. Goldman has been
a successful real estate developer in the Jersey City area bringing
dilapidated and deteriorating properties back to life, stopping
urban blight and upgrading neighborhoods and maintaining property
values.
558 Van Cortland LLC, based in Spring Valley, NY, filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 19-23876) on Oct. 23, 2019.
In the petition signed by Dov Goldman, member, the Debtor was
estimated to have $500,000 to $1 million in assets and $1 million
to $10 million in liabilities. The Hon. Robert D. Drain oversees
the case. Linda Tirelli, Esq., at Tirelli Law Group LLC, serves as
bankruptcy counsel to the Debtor.
AIRPORT VAN: Seeks to Hire Danning Gill as Bankruptcy Counsel
-------------------------------------------------------------
Airport Van Rental, Inc. and its affiliates seek authority from the
United States Bankruptcy Court for the Central District of
California Danning, Gill, Israel & Krasnoff, LLP as their
bankruptcy counsel.
The Debtors require Danning Gill to:
(a) advise and assist the Debtors with respect to Chapter 11
case requirements, including the preparation of a Chapter 11 plan;
(b) appear with and represent the Debtors at their initial
debtor interview;
(c) appear with and represent the Debtors at the meeting of
creditors;
(d) represent the Debtors in contested matters, adversary
proceedings, and any other hearings before the court;
(e) assist the Debtors in post-petition borrowing and motions
concerning the same;
(f) assist the Debtors in preparing motions and other
pleadings concerning the use of cash collateral;
(g) if appropriate, advise and assist the Debtors regarding
the legal issues relating to the Debtors' sale of certain assets,
and assignment of certain liabilities, including the negotiation
and preparation of any asset purchase agreement and obtaining the
court's approval of any agreement, subject to overbids.
(h) review and, if appropriate, pursue avoidable transfers and
other claims that the estate may have against third parties;
(i) analyze and review the validity of claims of creditors who
file proofs of claims and, if appropriate, object to those claims;
(j) analyze the validity of all administrative expenses and,
if appropriate, object to those expenses;
(k) assist the Debtors with the settlement and compromise of
claims by or against the estate, or pertaining to matters relating
to the Debtors' Chapter 11 cases;
(l) assist the Debtors in the prompt formulation, proposal,
confirmation and implementation of a Chapter 11 plan; and
(m) perform other general legal services relating to the
Debtors' administration of the estate.
The Debtors provided Danning Gill a retainer of $190,000 as an
advance against fees and costs to be incurred after the
commencement of the case, plus Chapter 11 filing fees of $8,690.
Danning Gill will charge for its services at the following hourly
rates:
Year 2020 rates:
Attorneys $375-$695
Law Clerks $280
Paralegals $210-$280
Year 2021 rates:
Attorneys $575-$725
Law Clerks $280
Paralegals $210-$280
Danning Gill and its attorneys are disinterested persons as that
term is defined in Section 101(14) of the Bankruptcy Code,
according to court filings.
The firm can be reached through:
Zev Shechtman, Esq.
Danning, Gill, Israel & Krasnoff, LLP
1901 Avenue of the Stars, Suite 450
Los Angeles, CA 90067-6006
Tel: (310) 277-0077
About Airport Van Rental
Airport Van Rental -- https://www.airportvanrental.com -- is a van
rental company offering short and long-term rentals for road trips,
weekend journeys, moving, and any other group outings.
Airport Van Rental and its affiliates filed their voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Cal. Lead Case No. 20-20876) on Dec. 11, 2020. The petitions
were signed by Yazdan Irani, president and chief executive officer.
At the time of the filing, Airport Van Rental, Inc. estimated $10
million to $50 million in both assets and liabilities.
Zev Schechtman, Esq., at Danning, Gill, Israel & Krasnoff, LLP
represents the Debtor as counsel. The Debtors tapped Kevin S.
Tierney as their chief reorganization officer, and CSA Partners LLC
as their financial consultant.
ALA TURK: Unsecured Creditors Will Recover 6.9% in Plan
-------------------------------------------------------
Ala Turk Inc. submitted a Chapter 11 Small Business Plan and a
Disclosure Statement.
The Plan will be funded by an $80,000 new value contribution to be
made by Suleyman Secer. After payment of administrative and
priority claims, the balance of the plan fund will be distributed
to unsecured creditors. General unsecured creditors in Class 3
will receive a distribution of approximately 6.9% of their allowed
claims to be distributed as a lump sum payment on the effective
date of the Plan.
A hearing on the Debtors' motion for an order conditionally
approving the Disclosure Statement and scheduling a hearing on
confirmation of the Plan is scheduled for Jan. 5, 2021, at 10:30
a.m.
A full-text copy of the Disclosure Statement dated Nov. 30, 2020,
is available at https://tinyurl.com/yyht89uq from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
LAWRENCE F. MORRISON
BRIAN J. HUFNAGEL
MORRISON TENENBAUM PLLC
87 Walker Street, Floor 2
New York, New York 10013
Telephone: (212) 620-0938
Facsimile: (646)390-5095
About Ala Turk
Ala Turk Inc. -- https://alaturkarestaurant.com/ -- owns and
operates a restaurant specializing in Mediterranean cuisine. The A
La Turka restaurant focuses on grilled meat and fish. A La Turka
offers along with 20 different kebabs like a kebab factory,
including chicken, lamb and beef, also Mediterranean fish
selections, as Branzini. The restaurant is located is located at
1417 2nd Avenue, New York.
Ala Turk Inc. filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-42628) on
July 15, 2020. The petition was signed by Suleyman Secer,
president. At the time of filing, the Debtor disclosed $263,500 in
assets and $1,276,886 in liabilities.
Lawrence F. Morrison, Esq., at Morrison Tenenbaum PLLC, is the
Debtor's counsel.
AMERICAN INDUSTRIES: Selling 2 Scottsdale Properties for $174K
--------------------------------------------------------------
American Industries, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona to authorize the sale to Keith Lovetro of two
undeveloped lots at 15935 and 15943 E. Mark Lane, Scottsdale
Arizona for $87,000 each, free and clear of all liens, claims and
interests.
The sale should be approved as it will materially benefit the
Debtor and its creditors. Shepherd's Finance, LLC, the secured
creditor on the Property, has agreed to the "short sale" and will
accept the net proceeds of the sale in full satisfaction of its
claims. Consequently, the sale will benefit the Debtor and its
Creditors by eliminating any further claims from Shepherds.
The Debtor obtained a construction loan from Shepherds in the form
of a Note secured by two Mortgages in the original principal sum of
$241,500. The Sale contemplates selling both lots for $87,000
each, for a total of $174,000. Consequently, Shepherds' support of
the Sale and willingness to accept the proceeds as a short sale in
satisfaction of the obligation will result in significantly
reducing claims against the Debtor. As such, the Sale will benefit
the remaining creditor body.
A copy of the Agreements is available at https://bit.ly/353YpBv
from PacerMonitor.com free of charge.
The Purchaser:
Keith Lovetro
36858 N. 101st St.
Scottsdale, AZ 85262
About American Industries
American Industries, LLC filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 19-10359) on Aug. 16, 2019. Jonathan P. Ibsen, Esq.
of CANTERBURY LAW GROUP, LLP, is the Debtor's counsel.
ANCELLOTTA LLC: Has Until Jan. 15, 2021 to File Plan & Disclosures
------------------------------------------------------------------
Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California has entered an order within which
the deadline for debtor Ancellotta, LLC, to file a Chapter 11 plan
and disclosure statement is Jan. 15, 2021.
In addition, the currently scheduled status conference for Jan. 7,
2021 is continued to Feb. 4, 2021 at 10:00 a.m.
A full-text copy of the order dated Dec. 17, 2020, is available at
https://bit.ly/37KfzpI from PacerMonitor at no charge.
Attorney for Ancellotta:
VINOD NICHANI
NICHANI LAW FIRM
111 North Market Street, Suite 300
San Jose, California 95113
Phone: 408-800-6174
Fax: 408-290-9802
E-mail: vinod@nichanilawfirm.com
About Ancellotta
Ancellotta, LLC filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-50872) on
June 9, 2020, listing under $1 million in both assets and
liabilities. Judge M. Elaine Hammond oversees the case. Vinod
Nichani, Esq., at Nichani Law Firm, is the Debtor's legal counsel.
ASBURY AUTOMOTIVE: Egan-Jones Hikes Sr. Unsecured Ratings to BB-
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 22, 2020, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Asbury Automotive Group Incorporated to BB- from B.
Headquartered in Duluth, Georgia, Asbury Automotive Group, Inc.
operates as an automotive retailer operating franchises and
dealership locations in the United States.
BASIC FOOD: Claims vs Ahne Defendants Dismissed
-----------------------------------------------
Judge James L. Garrity, Jr. of the United States Bankruptcy Court
for the Southern District of New York granted the joint motion
filed by Samuel Ahne and Ahne Law, P.C. for summary judgment
dismissing the claims alleged against them in the adversary
proceeding initiated by Jae Ho Lee.
In 2012, Lee and his wife Soyoun Park purchased 100% of the
membership units in Basic Food Group LLC, from Cheol Min Kim. At
that time, Basic Food's principal asset was a deli/café in New
York City that Kim had been operating since he acquired it in or
about 2009. Noah Bank, N.A. financed a portion of Lee's
acquisition costs with a $1.3 million loan to Basic Food. Lee and
Park are guarantors under that loan. Eventually, Basic Food
defaulted under the loan and filed for bankruptcy.
In an adversary proceeding, Basic Food, Lee and Park sued Noah Bank
and its president and Chief Executive Officer, Edward Shin, Kim,
Aspen Market Place Corp., Samuel Ahne, Esq. and Ahne Law P.C. for
damages occasioned by their alleged wrongdoing in connection with
Lee's acquisition of Basic Food. The plaintiffs asserted five of
the seven causes of action in their Second Amended Complaint
against the Ahne defendants. Counts 1 and 2 alleged violations of
the Racketeer Influenced and Corrupt Organizations Act and
conspiracy to commit those violations. In July 2016, the Court
dismissed those Counts against all defendants, with prejudice. In
October 2018, the plaintiffs voluntarily dismissed Count 4 —
Declaratory Judgment — against all defendants.
The Ahne defendants filed a joint motion for summary judgment
dismissing the remaining claims alleged against them in the
Complaint: Count 3 (Breach of Fiduciary Duty) and Count 5 (Breach
of Agreement and Implied Covenant of Good Faith and Fair Dealing)
of the Complaint. The plaintiffs opposed the Motion.
In support of Count 3, the plaintiffs alleged that Ahne served in
the capacity of "closing attorney," and, as such, "owed a fiduciary
duty to the plaintiffs relating to their acquisition of the
controlling interests of Basic Food Group, LLC." They said that
"Ahne failed to provide a minimal degree of protection for
plaintiffs[,]" notwithstanding that the "plaintiffs were becoming
obligated to $1.8 million in notes, loans, and other obligations,
and despite the fact that plaintiffs may be infusing their own
funds into the business scenario[.]" They asserted that Ahne
"failed to engage in any due diligence, any review of important
legal instruments, failed to provide any advice, failed to meet
with clients, and failed to protect them." Moreover, they said
that Ahne "created legal instruments that were antagonistic to and
contrary to the legal and financial interests of each plaintiff[;]"
"caused them to sign and obligate themselves to numerous financial
and legal obligations; intentionally created a buy-back agreement
that favored the wrong party; and deliberately avoided protecting
plaintiffs at all." They contended that in so acting, Ahne
breached his fiduciary duties to the plaintiffs.
Judge Garrity, however, found that the evidence shows that Ahne
performed the services that Lee requested him to perform in
connection with the acquisition and financing transactions. The
judge also found that the plaintiffs have failed to demonstrate
that, on the uncontested facts of this case, a reasonable jury
could find that Ahne's actions fell below the standard of care that
Ahne, as closing counsel, owed to Lee. Judge Garrity held that the
plaintiffs have failed to adduce any facts demonstrating that Ahne
was negligent in his representation of Lee.
In addition, Judge Garrity found that Ahne's alleged "trilateral"
representation of Lee, Kim and Noah Bank does not support Lee's
malpractice claim. The judge noted that it is undisputed that Ahne
disclosed his past dealings with Kim and Noah Bank to Lee and Lee
raised no objections.
Under Count 5, the plaintiffs alleged that Ahne breached the
covenant of good faith and fair dealing, implied in the contract
between the plaintiffs and Ahne, through the defendants' acts,
omissions, and breaches.
Judge Garrity found that the plaintiffs' claim for breach of the
covenant of good faith and fair dealing was premised on the same
alleged facts of acts, omissions, and breaches on the part of the
Ahne defendants and sought relief identical to that sought in Count
3 of the Complaint. Accordingly, the judge concluded that the
breach of covenant of good faith and fair dealing claim is
duplicative of the malpractice claim and must be dismissed.
The case is In re: Basic Food Group, LLC, Chapter 11, Debtor. Jae
Ho Lee, Soyoun Park and Basic Food Groups, LLC, Plaintiffs, v. Ahne
Law, P.C., Samuel Ahne, Noah Bank, Edwin Shin, Cheol Min Kim, and
Aspen Market Place Corp., Defendants, Case No. 15-10892 (JLG), Adv.
Pro. No. 15-01119 (JLG) (Bankr. S.D.N.Y.).
A full-text copy of Judge Garrity's Memorandum Decision and Order
dated December 18, 2020 is available at
https://tinyurl.com/yavjzzvp from Leagle.com.
Defendants Samuel Ahne and Ahne Law, P.C. are represented by:
Younghoon Ji, Esq.
AHNE & JI LLP
1220 Broadway, Suite 502
New York, NY 10001
Tel: (212)594-1035
-- and --
Robert J. Basil, Esq.
THE BASIL LAW GROUP
1270 Broadway, Suite 305
New York, NY 10001
Tel: (917) 512-3066
Email: robertjbasil@rjbasil.com
Plaintiffs are represented by:
Michael S. Kimm, Esq.
KIMM LAW FIRM
333 Sylvan Avenue, Suite 106
Englewood Cliffs, NJ 07632
Tel: (917)477-8500
About Basic Food
Basic Food Group, LLC, dba Zeytinz, is a deli/cafe headquartered in
New York, New York.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 15-10892) on April 10, 2015, listing $3.29
million in total assets and $1.5 million in total liabilities. The
petition was signed by Jaeho Lee, president.
Judge James L. Garrity Jr. presides over the case.
Rosemarie E. Matera, Esq., at Kurtzman Matera, PC, serves as the
Debtor's bankruptcy counsel.
BENEVIS CORP: Wind Down Plan Okayed After Sale to Lender
--------------------------------------------------------
Alex Wolf of Bloomberg Law reports that dental services company
Benevis Corp. won approval to liquidate in bankruptcy after selling
its dental services business to lender New Mountain Finance Corp.
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas approved the company's Chapter 11 plan during a
telephonic hearing Wednesday, Dec. 30, 2020, allowing the estate to
wind down and make payments to creditors.
The plan stems from a bankruptcy sale of the company's assets and
operations to New Mountain in exchange for nearly $200 million of
debt. Benevis is setting aside enough to administer the wind down
and fully cover priority claims.
Under the Plan, holders of general unsecured claims owed $10.54
million will recover 0% to 1%, but said recovery could be
significantly higher depending on the outcome of litigation. A
copy of the Confirmed Plan dated Dec. 29, 2020, is available at
https://bit.ly/3hyTBsW from PacerMonitor.com at no charge.
About Benevis Corp.
Benevis Corp. -- https://www.benevis.com/ -- provides non-clinical,
business support services to dental practices in 17 states.
Benevis and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33918) on
Aug. 2, 2020. At the time of the filing, the Debtors estimated
assets of between $100 million and $500 million and liabilities of
between $1 billion and $10 billion. Judge David R. Jones oversees
the cases.
The Debtors have tapped Jackson Walker LLP as their legal counsel,
Conway MacKenzie Management Services, LLC as restructuring advisor,
and Lincoln Partners Advisors, LLC as financial advisor.
BETTERECYCLING CORP: Plan Exclusivity Extended Until Feb. 4
-----------------------------------------------------------
At the behest of Debtor Betterecycling Corporation, Judge Enrique
S. Lamoutte extended the period within which the Debtor has the
exclusive right to file a plan of reorganization through and
including February 4, 2021, and to solicit acceptances of the plan
through and including April 5, 2021.
On November 18, 2020, Debtor and Lenders filed a Third Joint Motion
to Inform and for Extension of Deadlines. In sum, the said motion
sought for the U.S. Bankruptcy Court for the District of Puerto
Rico to hold in abeyance the adjudication or scheduling of various
pending contested matters and adversary proceedings for a fixed
period, to allow the parties to continue with negotiations for a
potential settlement agreement.
The main purpose of said extension answered to the fact that Debtor
had circulated a settlement proffer to the banking institutions
within this case. Considering the multiplicity of contested
matters, adversaries, and appeals pending only with these parties,
the Debtor seeks an extension to explore settlement conversations
that may moot all contested issues on the case, preserve
substantial resources from the parties, and provide for a smoother
process of confirmation in benefit of the estate. The Debtor
intends to preserve and capitalize on the progress made to date in
the investigations and to develop and build consensus for a plan of
reorganization. Settlement efforts are part of this exercise.
A copy of the Debtor's Motion to extend is available from
PacerMonitor.com at https://bit.ly/3lOaBMl at no extra charge.
A copy of the Court's Extension Order is available from
PacerMonitor.com at https://bit.ly/3qBak32 at no extra charge.
About Betterecycling Corporation
Betterecycling Corporation produces gasoline, kerosene, distillate
fuel oils, residual fuel oils, and lubricants.
Based in San Juan, P.R., Betterecycling Corporation filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
D.P.R. Case No. 17-04157) on June 9, 2017.
The Honorable Enrique S. Lamoutte oversees the case. Lugo Mender
Group, LLC is the Debtor's legal counsel.
BL RESTAURANTS: Tulsi Buying Liquor License R-286 (Pa.) for $275K
-----------------------------------------------------------------
BL Restaurants Holding, LLC, and its affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a notice of their
proposed sale of Liquor License R-286 (Pennsylvania) to Tulsi Food
Mart, LLC, for $275,000.
The Proposed Sale will be free and clear of all Interests, with any
such Interests attaching to the net sale proceeds. If a holder of
an Interest in a Liquor Licenses did not timely object to the
Proposed Sale of such Liquor License, such holder will be deemed to
have consented to any sale of the applicable Liquor License.
The Sale Objection Deadline is Jan. 7, 2021 at 4:00 p.m. (EST).
In accordance with the Sale Order and with the consent of the
Official Committee of Unsecured Creditors, the Debtors are
implementing a minimum overbid requirement. As such, any party
submitting a competing bid must bid at least $20,000 more than the
current Proposed Purchase Price.
To the extent that a competing bid is received prior to the
expiration of the Sale Objection Deadline for the purchase of the
Liquor License that, in the Debtors' business judgment and
discretion, materially exceeds the value of the consideration
described in the Sale Notice for such Liquor License and adheres to
the Minimum Bid Increment requirement, then the Debtors may file
and serve an amended Sale Notice for the Proposed Sale of the
Liquor License to the subsequent bidder, even if the proposed
purchase price exceeds the Sale Cap.
Additionally, if any other material term(s) of the Proposed Sale
are amended after transmittal of the Sale Notice, the Debtors will
file a revised Sale Notice and serve it on all Interested Parties
describing the Proposed Sale, as amended. If an amended or revised
Sale Notice is required, the Response Deadline will be extended for
an additional five days, the specific date of which will be set
forth in the Amended Sale Notice.
Should the Debtors receive any subsequent competing bid(s) after
the filing of an Amended Sale Notice that, in their business
judgment and discretion, materially exceeds the value of the
consideration described in the Amended Sale Notice, they may, after
consultation with the Committee, schedule a telephonic auction for
the particular Liquor License on no less than 3 days' notice and
will provide notice of such auction to the Interested Parties.
Following conclusion of any such auction, the Debtors will file an
Amended Sale Notice regarding the results of the auction.
If no objections or competing bids are received prior to the Sale
Objection Deadline or, if applicable, the Extended Sale Objection
Deadline, the Debtors will submit the Proposed Sale Order approving
the Proposed Sale under certification of the counsel, so informing
the Court and asking the entry of the order approving the Proposed
Sale without further notice or a hearing in accordance with the
terms of the Proposed Sale Order.
About BL Restaurants
Founded in 1991, BL Restaurants Holding, LLC operates gastrobars at
various locations including lifestyle centers, traditional shopping
malls, event locations, central business districts and other
stand-alone specialty sites.
BL Restaurants and three affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-10156) on
Jan. 27, 2020. At the time of the filing, the Debtors estimated
assets of between $50 million and $100 million and liabilities of
between $100 million and $500 million. The petitions were signed
by Howard Meitiner, CRO.
The Debtors tapped Klehr Harrison Harvey Branzurg LLP as legal
counsel; Configure Partners LLC as investment banker; Carl Marks
Advisory Group LLC as restructuring advisor; and Epiq Bankruptcy
Solutions Inc as notice and claims agent.
BUFFBURGER #1: Plan Headed for Jan. 6 Confirmation Hearing
----------------------------------------------------------
BuffBurger #1, L.P., is slated to seek confirmation of its Combined
Plan and Disclosure Statement on Jan. 6, 2020.
BuffBurger #1, a restaurant in Houston, Texas, has formulated a
reorganization plan which will continue to use operating income to
make substantial distributions to its creditors over the next 5
years. Texas Citizen's secured claim will be paid in full with
interest over 5 years. General unsecured creditors owed $742,000
will receive pro rata distributions totaling $50,000.
A copy of the Chapter 11 Small Business Plan and Disclosure
Statement dated Nov. 23, 2020 is available at
https://bit.ly/2JIpdQy
Judge Christopher Lopez on Nov. 30, 2020 entered an order
conditionally approving the disclosure statement filed by
BuffBurger #1, L.P. dated Nov. 23, 2020. The judge ordered that:
* Jan. 6, 2021 at 10:00 a.m. is fixed for the hearing on
confirmation of the plan and final approval of the disclosure
statement.
* Dec. 30, 2020 is fixed as the last day for filing and serving
written objections to the disclosure statement.
* Dec. 30, 2020 is fixed as the last day for filing and serving
written objections to confirmation of the plan.
* Dec. 30, 2020 is fixed as the last day for returning ballots
by mail, email or fax to Debtor's counsel.
About BuffBurger #1
BuffBurger #1, L.P., is a fast-casual dining concept which flame
grills hand-crafted burgers from fresh ingredients. It only has
one asset, a restaurant and its contents located in West Houston at
1014 Wirt Road, No. 220, Houston, Texas.
BuffBurger #1, L.P., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-30689) on Jan. 28,
2020. At the time of the filing, the Debtor had estimated assets
of between $100,001 and $500,000 and liabilities of between
$500,001 and $1 million. Judge Christopher M. Lopez oversees the
case. The Debtor tapped John Akard Jr., Esq., as its legal counsel
and HCFO Group as its accountant.
BURNS ASSET: Has Until March 15, 2021 to File Plan & Disclosures
----------------------------------------------------------------
Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the
Eastern District of North Carolina has entered an order setting a
deadline for debtor Burns Asset Management, Inc., to file a plan
and disclosure statement of March 15, 2021.
A full-text copy of the order dated December 17, 2020, is available
at https://bit.ly/38zj2GS from PacerMonitor at no charge.
The Debtor is represented by:
Danny Bradford, Esq.
Bradford Law Offices
455 Swiftside Drive, Suite 106
Cary, NC 27518-7198
Telephone: (919) 758-8879
Email: Dbradford@bradford-law.com
About Burns Asset Management
Burns Asset Management filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
20-03888) on Dec. 14, 2020. Burns Asset President James Jerald
Burns signed the petition.
At the time of the filing, the Debtor disclosed assets of between
$500,001 and $1 million and liabilities of the same range.
Judge Stephani W. Humrickhouse oversees the case.
Danny Bradford of Bradford Law Offices serves as the Debtor's legal
counsel.
CARRIZO OIL: Egan-Jones Withdraws BB- Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on December 21, 2020, withdrew its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Carrizo Oil & Gas Incorporated.
Headquartered in Houston, Texas, Carrizo Oil & Gas, Inc. explores
for and produces natural gas and crude oil.
CASA INVESTMENT: Unsecureds to Get What's Left of Sale Proceeds
---------------------------------------------------------------
Casa Investment Corp. International, Inc., submitted a Small
Business Chapter 11 Plan and a Disclosure Statement.
The Court on Dec. 1, 2020 conditionally approved the Disclosure
Statement and set a hearing for Jan. 19, 2021 to consider
confirmation of the Plan.
The Debtor is proposing a Liquidation Plan. In other words, the
Debtor seeks to satisfy its debts through the sale the real
property that it holds title to, together with any damages
recovered by the Debtor from certain litigation entitled Casa
Investment Corp. Intl. v. North Star Insurance Agency, LLC et al,
Superior Court of New Jersey, Monmouth County, Law Division, Docket
No.: MON-L-68-20.
In an effort to remedy the problems that led to the bankruptcy
filing, the principal of the Debtor has taken no compensation for
the post-petition management of the Debtor; has successfully
negotiated a DIP loan that will be the subject of a motion to
approve postpetition financing and has successfully negotiated a
Contract of Sale to sell the Britton Ave. property.
Treatment of Claims
The secured claim of Loan Funder, LLC in Class 1, which is
impaired, will be paid in accordance with an agreement entered into
with the secured creditor that provides for payment of the sum of
$500,000 on or before Dec. 31, 2020, from the funds received by the
Debtor from the DIP financing.
Class 2 Secured Claim of Yingwai Wan secured by the Debtor's real
property known as 238 Britton Ave., South Amboy, N.J. is impaired.
The claim will be crammed down to $400,000 and will be paid from
the proceeds of the sale of such property. The balance of $74,943
will be reclassified and paid in accordance with Class 4 General
Unsecured Claims.
Class 3 Secured Claim of Investa Services, LLC is impaired. The
secured claim filed by Investa Services LLC in the amount of
$71,284 will be paid in full from the proceeds of the sale of the
Debtor's real property known as 40 Buena Vista Dr., Howell, N.J.
Class 4 General Unsecured Claims totaling $810,887 are impaired.
Payment to the General Unsecured Creditors will in the form of a
pro rata distribution from the proceeds of the sale of the Debtor's
real property after payment of secured claims against such
property, allowed priority claims and allowed administrative claims
and any proceeds from the Insurance Malpractice Litigation.
A full-text copy of the Disclosure Statement dated Nov. 30, 2020,
is available at https://tinyurl.com/y2qjgtj9 from PacerMonitor.com
at no charge.
Attorney for the Debtor:
EUGENE D. ROTH, ESQ.
VALLEY PARK EAST
2520 HIGHWAY 35, SUITE 307
MANASQUAN, NEW JERSEY 08736
Tel: (732) 292-9288
About Casa Investment
Casa Investment Corp. International Inc., filed a Chapter 11
bankruptcy petition (Bankr. D.N.J. Case No. 20-11811) on Feb. 3,
2020. The Debtor hired the Law Office Of Eugene D. Roth, as
counsel.
CBL & ASSOCIATES: Unsecureds Recovery "TBD" in Debt-Equity Plan
---------------------------------------------------------------
CBL & Associates Properties, Inc., et al., filed a proposed Chapter
11 Plan of Reorganization and an explanatory Disclosure Statement
on Dec. 29, 2020, that still has blanks as to the projected percent
recovery for holders of unsecured claims.
The Debtors executed with majority of holders of the Company's
Senior Unsecured Notes a Restructuring Support Agreement dated Aug.
18, 2020, pursuant to which the consenting noteholders agreed to,
among other things, support the Plan. After the Petition Date, the
Debtors and the noteholders negotiated certain modifications to the
terms of the restructuring, which are reflected in the Plan.
The Plan provides for a comprehensive restructuring of the
Company's balance sheet.
The proposed restructuring embodied in the Plan contemplates the
following treatment of holders of claims and interests:
* Each holder of an Allowed Bank Lender Secured Claim will
receive such holder's pro rata share of the exit credit facility.
* Consenting Crossholder Secured Claims will receive New
Preferred Stock and cash, which, in the aggregate, shall equal 95%
of the Consenting Crossholder Secured Claim Amount.
* Each holder of an Allowed Senior Unsecured Notes Claim will
receive preferred stock (less the preferred stock for Crossholders
Secured Claims and bank lender deficiency claims) and 90% of the
common equity in the reorganized Company (the "New Equity
Interests"),
* Each holder of an Allowed Ongoing Trade Claim will receive, at
the Debtors' election (with the consent of the Required Consenting
Noteholders, such consent not to be unreasonably withheld),
either:(i) payment in full in Cash; (ii) payment in the ordinary
course of business as if the Chapter 11 Cases had never been
commenced; or (iii) such other treatment rendering such holder's
Allowed Ongoing Trade Claim Unimpaired.
* Each holder of an Allowed General Unsecured Claim will receive
[TBD].
* If Classes 12, 13, and 14 are each Accepting Classes, each
holder of an Existing LP Common Unit will be, at the election of
the Debtors with the reasonable consent of the Required Consenting
Noteholders, will either (i) receive its Pro Rata share of (x) the
New LP Units and (y) [__]% of the Warrants or (ii) deemed to have
converted or redeemed, as applicable, such holder's Existing LP
Common Units, effective the day prior to the Distribution Record
Date, in exchange for Existing REIT Common Stock on terms
consistent with the applicable prepetition agreements for the
Existing LP Common Units, thereby receiving such treatment as if
such holder owned Existing REIT Common Stock on the Distribution
Record Date.
* If Classes 12, 13, and 14are each Accepting Classes, each
holder of Allowed Existing REIT Preferred Stock will receive its
pro rata share of (i) [__]% of the New Common Stock and (ii) [__]%
of the Warrants, each subject to dilution by the Warrants, the
Management Incentive Plan and subsequent issuances of common equity
(including securities or instruments convertible into common
equity) by the REIT from time to time after the Effective Date.
* If Classes 12, 13, and 14 are each accepting Classes, each
holder of Allowed Existing REIT Common Stock will receive its Pro
Rata share of (i) [__]% of the New Common Stock and (ii) [__]% of
the Warrants, each subject to dilution by the Warrants, the
Management Incentive Plan and subsequent issuances of common equity
(including securities or instruments convertible into common
equity) by the REIT from time to time after the Effective Date.
The Plan also provides:
* On the Effective Date, the First Lien Credit Agreement will be
replaced by a new credit facility in an aggregate principal amount
of up to $[950] million (the "Exit Credit Facility").
* The Restructuring will leave the Debtors' operations and
business intact and Property Level Debt will not be impaired by the
Restructuring.
The Debtors believe that the Restructuring contemplated by the Plan
provides the Company with a viable path forward and a framework to
successfully exit chapter 11 in a timely fashion with the support
of the Consenting Noteholders. The restructuring will reduce the
Company's funded indebtedness by approximately $1.54 billion, and
annual interest expenses by approximately $108 million.
While the Debtors' pre-restructuring capital structure comprised of
$1.115 billion outstanding under the first lien credit facility and
$1.375 billion in senior unsecured notes, the post-restructuring
funded indebtedness will solely comprise of the $950 million exit
credit facility, thus reducing indebtedness by $1.54 billion.
Under the Plan, holders of Class 8 Ongoing Trade Claims are
unimpaired and thus will recover 100%. Holders of other general
unsecured claims in Class 9 are impaired and their projected
recovery is still "to be determined", according to the Disclosure
Statement.
A full-text copy of the Disclosure Statement dated Dec. 29, 2020,
is available at https://bit.ly/2KWShEl from PacerMonitor at no
charge.
Proposed Attorneys for Debtors:
WEIL, GOTSHAL & MANGES LLP
700 Louisiana Street, Suite 1700
Houston, Texas 77002
Attn: Alfredo R. Pérez, Esq.
Telephone: (212) 310-8000
Facsimile: (713) 224-9511
E-mail: Alfredo.Perez@weil.com
– and –
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Attn: Ray C. Schrock, P.C.
Garrett A. Fail
Moshe A. Fink
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
E-mail: Ray.Schrock@weil.com
Garrett.Fail@weil.com
Moshe.Fink@weil.com
About CBL & Associates
CBL & Associates Properties, Inc. -- http://www.cblproperties.com/
-- is a self-managed, self-administered, fully integrated real
estate investment trust (REIT) that is engaged in the ownership,
development, acquisition, leasing, management and operation of
regional shopping malls, open-air and mixed-use centers, outlet
centers, associated centers, community centers, and office
properties.
CBL's portfolio is comprised of 107 properties totaling 66.7
million square feet across 26 states, including 65 high-quality
enclosed, outlet and open-air retail centers and 8 properties
managed for third parties. It seeks to continuously strengthen its
company and portfolio through active management, aggressive leasing
and profitable reinvestment in its properties.
CBL, CBL & Associates Limited Partnership and certain other related
entities filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020
(Bankr. S.D. Tex. Lead Case No. 20-35226).
The Debtors have tapped Weil, Gotshal & Manges LLP as their legal
counsel, Moelis & Company as restructuring advisor, and Berkeley
Research Group, LLC, as financial advisor. Epiq Corporate
Restructuring, LLC is the claims agent.
CELESTE ADRIAN & JAY HOPFENSPERGER: Confirmation to be Entered
--------------------------------------------------------------
Judge Robert J. Faris of the United States Bankruptcy Court for the
District of Hawaii issued his findings of fact and conclusions of
law supporting the Order confirming Celeste Suzanne Adrian and Jay
Alan Hopfensperger's Second Amended Chapter 11 Plan of
Reorganization, dated October 9, 2020.
The confirmation hearing was conducted on December 7 and 14, 2020.
The Debtors are a married couple residing in Hilo, County of
Hawaii, State of Hawaii, and are employed as a physician and an
archaeologist.
The Debtors filed for bankruptcy on May 23, 2019, as a case under
Chapter 13. On motion of the Debtors, the case was converted to
one under Chapter 11 on February 24, 2020.
The Debtors filed the Plan, amending two prior plans, as well as
their Disclosure Statement, on October 9, 2020. The Second Amended
Disclosure Statement for the Second Amended Plan of Reorganization
was approved on October 13, 2020
The Debtors, through the document mailing service
CertificateofService.com, mailed copies of the Disclosure
Statement, the Plan, Notice of the Hearing, and a ballot for
acceptance or rejection of the Plan to creditors and parties in
interest as set forth in those certain Certificates of Service
filed November 2, 2020, and November 2, 2020, reflecting service
made on October 27, 2020.
On November 30, 2020, the Debtors filed their Rule 3018 Report (the
Ballot Report) in which they indicated that they received the
following percentage of votes for the Classes:
Class 1: Administrative Claims Unimpaired. No Ballot
Cast.
Class 2: Secured Creditor Central Pacific Bank for 2016
Nissan Rogue Auto Loan Unimpaired. No Ballot Cast.
Class 3: 3-A Internal Revenue Service Secured Claim
Impaired. No Ballot Cast. 3-B State of Hawaii Dept. of Taxation
Secured Claim Impaired. No Ballot Cast.
Class 4: 4-A Internal Revenue Service Priority Claim
Unimpaired. No Ballot Cast. 4-B State of Hawaii Dept. of Taxation
Priority Claim Unimpaired. No Ballot Cast.
Class 5: Class 5 Nonpriority Unsecured Creditors
Impaired. One vote to accept ($87,462.09), one vote to reject
($7,172.93). Percentage vote to accept = 92.42% in amount and 50%
in number.
Class 6: Debtors' Equity Interests Unimpaired. No Ballot
Cast. Ballots Cast (Class 5 Only — No Other Ballots Cast)
O'Connor Playdon Guben & Inouye LLP $88,660.06 Accept. [No Creditor
Name Indicated] $7,171.93 Reject. % of Class 5 Dollar Amount
Acceptances — 92.42 % % of Acceptances Among Class 5 Creditors
Who Voted — 50%
The Court entered an Order Extending Balloting Deadline for
Debtors' Second Amended Plan of Reorganization Dated October 9, 20,
which extended the balloting deadline from November 30, 2020, to
December 14, 2020.
On December 8, 2020, the Debtors filed their Second Rule 3018
Report (Second Ballot Report), in which they indicated that they
received the following percentage of votes for the Classes:
Class 1: Administrative Claims Unimpaired. No Ballot
Cast.
Class 2: Secured Creditor Central Pacific Bank for 2016
Nissan Rogue Auto Loan Unimpaired. No Ballot Cast.
Class 3: 3-A Internal Revenue Service Secured Claim
Impaired. No Ballot Cast. 3-B State of Hawaii Dept. of Taxation
Secured Claim Impaired. No Ballot Cast.
Class 4: 4-A Internal Revenue Service Priority Claim
Unimpaired. No Ballot Cast. 4-B State of Hawaii Dept. of Taxation
Priority Claim Unimpaired. No Ballot Cast.
Class 5: Class 5 Nonpriority Unsecured Creditors
Impaired. Two votes to accept ($87,462.09 and $15,327.78), one vote
to reject ($7,172.93). Percentage vote to accept = 93.55% in amount
and 66.67% in number.
Class 6: Debtors' Equity Interests Unimpaired. No Ballot
Cast. Ballots Cast (Class 5 Only — No Other Ballots Cast)
O'Connor Playdon Guben & Inouye LLP $88,660.06 Accept. State of
Hawaii Dept. of Taxation $15,327.78 Accept. [No Creditor Name
Indicated] $7,171.93 Reject. % of Class 5 Dollar Amount Acceptances
— 93.55% % of Acceptances Among Class 5 Creditors Who Voted —
66.67%
Judge Faris found that all parties required to be provided notice
of the Confirmation Hearing had been given due, proper, timely and
adequate notice in compliance with the Bankruptcy Code, the
Bankruptcy Rules, and the order approving the Disclosure Statement,
and had had an opportunity to appear and be heard with respect
thereto.
The Plan designated five Classes of Claims of Creditors and one
Class of Equity Interests. The Claims and Equity Interests placed
in each Class were substantially similar to other Claims and Equity
Interests, as the case may be, in each such Class. Judge Faris
held that valid business, factual and legal reasons existed for
separately classifying the various Classes of Claims and Interests
created under the Plan.
Judge Faris said that the Plan provided adequate and proper means
for the its implementation. He also said that there were no
assumed agreements or leases. Judge Faris added that no party to
an executory contract has objected to the Plan.
Judge Faris found that all fees payable under section 1930 of Title
28 of the United States Code had been paid or will be paid on the
Effective Date, other than fees to Debtors' counsel who is holding
a $7,500.00 post-petition retainer subject to Court approval of an
interim fee application and who consents to payment after the
Effective Date. He also found that the Plan satisfied the
provisions of 11 U.S.C. Section 1129(b) in that the Plan was fair
and equitable, did not discriminate unfairly with respect to each
class of claims or interest that have not accepted the Plan; with
respect to a class of unsecured claims, the Plan provided that each
holder of a claim of such class receive or retain on account of
such claim property of a value, as of the Effective Date of the
Plan (defined in the Disclosure Statement as 14 days after entry of
the order confirming the Plan), equal to the allowed amount of such
claim; or the holder of any claim or interest that is junior to the
claims of such class will not receive or retain under the Plan on
account of such junior claim or interest any property; and with
respect to a class of interests, the Plan provided that each holder
of an interest of such class receive or retain on account of such
interest property of a value, as of the Effective Date, equal to
the greatest of the allowed amount of any fixed liquidation
preference to which such holder is entitled, any fixed redemption
price to which such holder is entitled, or the value of such
interest; or the holder of any interest that is junior to the
interests of such class will not receive or retain under the Plan
on account of such junior interest any property. He added that the
Debtors are retaining only fully exempt personal property and do
not own real property. Judge Faris concluded that under the
circumstances, 11 U.S.C. Section 1129(b) is satisfied. He also
concluded that it was appropriate for the Court to enter the
Confirmation Order.
The case is In re CELESTE SUZANNE ADRIAN and JAY ALAN
HOPFENSPERGER, Chapter 11, Debtors and Debtors-in-Possession, Case
No. 19-00660, (Bankr. D. Haw.). A full-text copy of the Findings
of Fact and Conclusions of Law in Support of Order Confirming
Debtors' Second Amended Chapter 11 Plan of Reorganization Dated
October 9, 2020, dated December 15, 2020, is available at
https://tinyurl.com/y9thllhz from Leagle.com.
Celeste Suzanne Adrian and Jay Alan Hopfensperger are represented
by:
Jean Christensen, Esq.
THE LAW OFFICE OF JEAN CHRISTENSEN LLC
2070 W. Vineyard Street
Suite 1
Wailuku, Hawaii 96793
Telephone No.: (808)242-1018
CENTRO GROUP: Amended Joint Liquidating Plan Confirmed by Judge
---------------------------------------------------------------
Judge A. Jay Cristol has entered findings of fact, conclusions of
law and order confirming the Amended Joint Chapter 11 Plan of
Liquidation of Debtors Centro Group, LLC and ProHCM Holdings, Inc.
All objections to confirmation of the Plan, including the objection
filed by Palmetto 5 Holdings, Inc., are overruled pursuant to the
agreed upon treatment of the following Claims announced during the
Confirmation Hearing and which is set forth as follows:
* On Feb. 22, 2019, BCC Engineering, Inc. filed a claim ("Claim
No. 22") against Centro in the amount of $444,339, of which $11,732
was filed as secured, and the balance of $432,607 as unsecured.
BCC asserted Claim No. 22 is partially secured because it held a
security deposit in the amount of $11,732 as collateral for the
damages caused by the Debtors' breach of a real property sublease
with BCC. On Oct. 15, 2019, BCC transferred Claim No. 22 to
Palmetto. Although the Plan does not provide for treatment of the
secured portion of the claim, and notwithstanding anything to the
contrary in the Plan or this Confirmation Order, Palmetto reserves
all rights with respect to the secured portion of Claim No. 22,
including the right to retain the security deposit. In addition,
for the avoidance of doubt, to the extent Claim No. 22 is allowed
as an unsecured claim, it shall be treated as a Class 1 Centro
claim; and
* As to the $5,890 Centro administrative claim and the $3,784
ProHCM administration claim, both of which were asserted by the
Leyva Parties, their information technology vendors, and the law
firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.,
relating to discovery data hosting services, the Debtors, from the
trust account of their counsel, are directed to pay the same
forthwith.
The Court's prior Orders at ECF Nos. 347 and 420 will remain in
full force and effect and are fully incorporated. In the event
that the Court's Order at ECF No. 347 is reversed on appeal, all
rights and interests of the Leyva Parties in the Estates are
preserved and shall revert retroactively. Any claims of the
Debtors against the Leyva Parties that are transferred to the
Liquidating Trustee or Liquidating Trust are also preserved in the
event that this Court's Order at ECF No. 347 is reversed on
appeal.
A full-text copy of the Plan Confirmation Order dated Dec. 17,
2020, is available at https://bit.ly/37NShix from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Bradley S. Shraiberg, Esq.
SHRAIBERG, LANDAU & PAGE P.A.
General Bankruptcy Counsel for the Debtors
2385 NW Executive Center Drive, Suite 300
Boca Raton, FL 33431
Telephone: (561) 443-0800
Facsimile: (561) 998-0047
Email: bss@slp.law
About Centro Group
Centro Group, LLC is a full-service, wholesale group benefits,
human capital, and technology service consulting firm committed to
positioning their clients for future growth. It is headquartered in
Miami, Fla., with additional offices in the Boston and St. Louis
areas.
Centro Group and ProHCM Holdings, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos.
18-23155 and 18-23156) on Oct. 23, 2018. In the petitions signed by
CEO Joseph Markland, Centro Group estimated assets of less than
$50,000 and liabilities of $1 million to $10 million. ProHCM
disclosed $4,284,714 in assets and $4,238,898 in liabilities.
Judge Jay A. Cristol oversees the cases.
The Debtors tapped Shraiberg, Landau & Page, P.A., as their legal
counsel; James F. Martin of ACM Capital Partners, as their CRO; and
Rice Pugatch Robinson Storfer & Cohen, PLLC, as special counsel.
On Nov. 9, 2018, the U.S. Trustee for Region 21 appointed an
official committee of unsecured creditors in Centro Group's case.
The committee tapped Kozyak, Tropin & Throckmorton, LLP as its
legal counsel.
CHARLIE BROWN'S: Has Until Jan. 27, 2021 to File Plan & Disclosures
-------------------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida has entered an order within which the
deadline for debtor Charlie Brown's Hauling & Demolition, Inc. to
file a Plan and Disclosure Statement is Jan. 27, 2021.
A full-text copy of the order dated December 17, 2020, is available
at https://bit.ly/351mzNl from PacerMonitor.com at no charge.
About Charlie Brown's Hauling
& Demolition, Inc.
Charlie Brown's Hauling & Demolition, Inc., filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case No. 20-08264) on Nov. 4,
2020, disclosing under $1 million in both assets and liabilities.
Judge Michael G. Williamson oversees the case. The Debtor is
represented by David W. Steen, P.A.
CORNERSTONE PAVERS: Unsec. Creditors Could Get 48% to 64% in Plan
-----------------------------------------------------------------
Debtors Cornerstone Pavers, LLC, Burlington Pavers Leasing, LLC,
and Cornerstone USA, LLC filed a Joint Plan of Reorganization and a
Joint Disclosure Statement on Dec. 17, 2020.
Allowed Unsecured Claims of $1,000 or less, or Unsecured Creditors
in Class 11 that elect to reduce their Allowed Claims to $1,000 on
the Ballot shall be paid a one-time amount of 67% of their Allowed
Claims in full satisfaction of them.
Unless a Creditor votes to accept the Plan and reduce its Allowed
Claim to $1,000 and be paid in the Convenience Class, the Allowed
Unsecured Claims in Class 11 shall be paid up to 100% of the
amounts of their Allowed Claims without interest and be fully
satisfied as follows (i) a share in the Litigation Proceeds and
(ii) will share in the Reorganized Debtors' Distributable Cash. If
the Debtors meet their projections, Class 11 Claims would be paid
$337,000 from the Reorganized Debtors' Distributable Cash, an
estimated dividend of 17%. If 75% or the full amount of the
Litigation Proceeds are realized, the total dividend paid on the
Allowed Class 11 Claims would be 48% to 64%.
Holders of equity interests in Class 13 will retain their
interests.
West Bend filed financing statements in February 2020 to perfect
its liens in assets owned by Cornerstone USA. This prompted
Cornerstone USA to file its voluntary petition to preserve the
possibility of a preference action. Under the Plan, Cornerstone USA
will not be pursuing this action against West Bend. Cornerstone
USA's assets are the ownership interests in Cornerstone Pavers and
BPL. They likely have no value. The lien would extend to
Cornerstone USA's contractual rights against WDOT. However,
Cornerstone Pavers is a subcontractor to Cornerstone USA and would
be entitled to virtually all Cornerstone USA's receivables as a
trust fund claimant. The Debtors believe there is no value in
avoiding perfection of the liens against Cornerstone USA's assets.
Finally, as part of the $300,000 in post-petition financing
provided by West Bend, the Debtors granted West Bend liens on all
assets, subject to existing liens so the pre-petition perfection of
the lien has become moot.
The cash to fund monthly payments under the Plan will come from the
Debtor' business operations. Other payments depend on litigation.
Funding litigation expenses will be from a combination of
discretionary funding from West Bend relating to litigation
primarily benefiting it, the Debtors' business operations and, if
needed, contingent fee agreements with attorneys. No contingent
fee agreements have been negotiated or executed as of Oct. 16,
2020. The delay or failure of funding would negatively impact the
Debtors' ability to realize the dividend from litigation that is
discussed in this Disclosure Statement.
The United States Bankruptcy Court for the Eastern District of
Wisconsin has set a hearing to consider confirmation of the Joint
Plan of Reorganization filed by the Debtors on Feb. 24, 2021 at
10:00 a.m. The Court has directed that Ballots be returned to
Counsel for the Debtors on or before Jan. 25, 2021 and objections,
if any, to confirmation of the Plan be served and filed with the
Court on or before Feb. 1, 2021.
A full-text copy of the Joint Disclosure Statement dated Dec. 17,
2020, is available at https://bit.ly/3aKRuAW from PacerMonitor.com
at no charge.
The Debtors are represented by:
Kerkman & Dunn
839 N. Jefferson St., Suite 400
Phone: 414.277.8200
Facsimile: 414.277.0100
Email: jkerkman@kerkmandunn.com
About Cornerstone Pavers
Cornerstone Pavers, LLC -- https://www.cornerstonepaversusa.com/
--is a heavy and highway concrete paving company that has performed
a wide variety of concrete paving, patching, grading, sidewalk and
curb & gutter work as a prime contractor and as a subcontractor
since its incorporation in 2005.
Cornerstone Pavers filed a Chapter 11 petition (Bankr. E.D. Wis.
Case No. 20-20882) on Feb, 4, 2020. On the Petition Date, the
Debtor was estimated to have between $1 million and $10 million in
both assets and liabilities. The petition was signed by
Christopher C. Cape, manager. Judge Katherine M. Perhach oversees
the case. Kerkman & Dunn is the Debtor's counsel.
CORT & MEDAS: 1414 Lender's Claim Dispute Affects Plan
------------------------------------------------------
Cort & Medas Associates, LLC, submitted a Third Amended Plan and a
corresponding Disclosure Statement on Nov. 30, 2020.
A hearing on the Plan has not yet been set.
According to the the Disclosure Statement filed Dec. 30, 2020,
throughout the course of this Chapter 11 case, the Debtor has been
working hard towards achieving either a refinancing or sale of the
Properties. It had always been the Debtor's goal to have a
consensual resolution of the case with both 1414 Avenue Lender
LLC's and ESCDC agreeing to their treatment under a plan. While
the Debtor has reached a tentative agreement with ESCDC on an exit
scenario for this case; 1414 Lender has rejected all of the
Debtor's proposals which do not involve a sale of the Property.
The Debtor on Dec. 21, 2020, filed documents asking the Court to
reduce 1414 Lender's secured claim of principal and interest. 1414
Lender asserts a $2,159,965 total claim, which includes $569,204 of
default rate interest. The Debtor said that 1414 Lender's claim is
inflated and should be reduced and exclude a default interest claim
of $569,204 because, among other things, the Debtor has made 18
adequate protection payments of $14,000 each from June 2019 through
October 2020.
$2.78M Funding for Plan
According to the Disclosure Statement, Tri-Borough and Kenrick Cort
have been able to raise the sum of $1,228,000 towards funding a
plan (the "Funds"). Of the Funds, $500,000 is a capital
contribution to be made by Mr. Cort from monies that he borrowed
from Tri-Borough, and $778,000 is from an unsecured exit financing
loan from Tri-Borough to the Debtor.
In addition to the $1,278,000, the Debtor believes that EMCDC will
obtain an advance, in the amount of up to $1,500,000, to be funded
by the United States Small Business Administration ("SBA") that
will be used to pay off the principal and non-default portion of
1414 Lender's claim. The undersigned has been advised that SBA
will advance these funds once this Court determines the allowed
amount of 1414 Lender's principal and non default interest claim
against the Debtor or the Debtor and 1414 Lender agree on the
allowed amount of the claim. Therefore, the Debtor believes that
the total funding available to fund the Plan will be a maximum
amount of $2,778,000 (up to $1,500,000 to pay the Allowed Claim of
Class 43, and $1,278,000 to pay the other creditors and holders of
Allowed Administrative claims).
However, the Plan Proceeds ($1,278,000) will be sufficient in
amount to pay the following creditor constituencies in full:
Administrative Claims (approximately $70,000); United States
Trustee Quarterly Fees (approximately $27,780); Class 2 New York
City Secured Claims ($718); Class 3 NYCTL 2019-A Trust MTAG Secured
Claims (approximately $220,000); Class 4 1414 Lender Principal and
Non Default Interest Secured Claim (amount between $1,590,761 and
$1,148,561 depending on outcome of motion to reduce claim); and
Class 5 ESCDC Secured Claim ($680,726).
Class 6 General Unsecured Claim in the amount of $773,315 is
impaired. Each holder of an Allowed Class 6 General Unsecured
Claim will be paid a pro rata cash distribution out of any of the
remaining Plan Proceeds on the later of: (i) 30 days after the
Effective Date or (ii) three business days after such claim becomes
an allowed claim.
A full-text copy of the Third Amended Disclosure Statement dated
Nov. 30, 2020, is available at https://tinyurl.com/yxk3784e from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Joel Shafferman
SHAFFERMAN & FELDMAN LLP
137 Fifth Avenue, 9th Floor
New York, New York 10010
Tel: (212) 509-1802
About Cort & Medas Associates
Cort & Medas Associates, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-41313) on March 6,
2019. At the time of the filing, the Debtor was estimated to have
assets and liabilities of between $1 million and $10 million. The
case is assigned to Judge Carla E. Craig. Shafferman & Feldman LLP
is the Debtor's legal counsel.
CRC BROADCASTING: Unsecureds to be Paid in Full in 24 Months
------------------------------------------------------------
CRC Broadcasting Company submitted an Amended Chapter 11 Plan and
an Amended Disclosure Statement on Dec. 17, 2020.
The funds needed to comply with the Debtor's Plan of Reorganization
shall come from the Debtor's business revenues. The Debtor has
continued to operate its business and expects to see increases in
gross receipts commencing in the summer to late 2021. The Debtor
believes that the broadcasting industry in Arizona is sufficiently
stable.
Class 2 is comprised of the secured claim of Desert Financial
Credit Union in the amount of $1,477,964 with interest at the rate
of 4.75 percent per annum. The claim will be paid, commencing Jan.
15, 2021 and continuing for a period of six months through and
including June 15, 2021 a sum no less than $6,000, commencing July
15, 2021 and continuing for a period of six months through and
including Dec. 15, 2021, a sum of no less than $7,000 per month and
so on. The outstanding balance, if any, owed to Desert Financial
will be paid on Dec. 15, 2025. Prior to Dec. 15, 2025, if
necessary to pay off the obligation owed to Desert Financial, the
Debtor will refinance and/or sell its assets.
Class 8 General Unsecured Claims are impaired. All allowed and
approved claims under this Class will be paid in full from all
funds available for distribution. Payment to Class 8 may be
extended for a period of 24 months (Jan. 15, 2026 through Dec. 15,
2027) if necessary to complete a full payment plan to this Class.
The funds necessary for the satisfaction of all approved and
allowed claims will be derived from the Debtor's business
operations and/or the refinancing or sale of assets of the estate.
A full-text copy of the Amended Disclosure Statement dated Dec. 16,
2020, is available at https://bit.ly/2KQAgY8 from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Allan D. NewDelman, Esq.
ALLAN D. NEWDELMAN, P.C.
80 East Columbus Avenue
Phoenix, Arizona 85012
Tel: (602) 264-4550
E-mail: anewdelman@adnlaw.net
About CRC Broadcasting Company
CRC Broadcasting Company, Inc., a broadcast media company based in
Scottsdale, Ariz., filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-02349) on March 6,
2020, listing under $1 million in both assets and liabilities.
Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C., is the
Debtor's legal counsel.
CRED INC: Recovery Still "Unknown" for Customers Owed $160M
-----------------------------------------------------------
Cred Inc. and its Subsidiaries filed with the U.S. Bankruptcy Court
for the District of Delaware a Combined Joint Plan of Liquidation
and Disclosure Statement dated Dec. 31, 2020.
The Combined Plan and Disclosure Statement constitutes a
liquidating Chapter 11 plan for the Debtors and provides for
distribution of the Debtors' assets already liquidated or to be
liquidated over time to holders of allowed claims.
Since the Petition Date, the Debtors and their professionals have
worked tirelessly to develop a plan that would maximize the value
of the Debtors' estates. After a thorough analysis, the Debtors
reached a global settlement with Committee that is embodied in the
Combined Plan and Disclosure Statement.
The Combined Plan and Disclosure Statement are premised on the
creation of the Liquidation Trust, which will succeed to all
rights, interests and property of the Debtors, and to which the
Debtors will transfer their Assets, including proceeds from any
pre-Effective Date sales, the Debtors' Cryptocurrency, and Causes
of Action of the Debtors' Estates. The Liquidation Trustee, who
will be selected by members of the Committee, will be tasked with,
among other things, monetizing the Debtors' remaining Assets and
making Distributions to Holders of Allowed General Unsecured Claims
in Class 4 and Holders of Convenience Claims in Class 5. The
Debtors believe that the Plan is in the best interest of the
Debtors' Estates and all stakeholders, and recommend that all
Holders of Claims entitled to vote, vote in favor of the Plan.
The Combined Plan and Disclosure Statement provides for limited
substantive consolidation of the Assets and Liabilities of the
Debtors. Claims filed against multiple debtors seeking recovery of
the same debt shall be treated as a single, non-aggregated claim
against the consolidated estates to the extent that such claim is
an allowed claim.
On Nov. 18, 2020, the Debtors filed a motion to establish certain
deadlines and bidding procedures by which the Debtors could obtain
proposals for the purchase of the Debtors' businesses as a going
concern or, alternatively, for the purchase of the Debtors' Assets,
to be sold at the Auction. On Dec. 21, 2020, the Bankruptcy Court
entered the bid procedures order.
As of Dec. 31, 2020, the Debtors held $970,000 in cash. In
addition, as of Dec. 31, 2020, the Debtors held $5.3 million in
liquid Cryptocurrencies. A portion of the Cryptocurrency held by
the Debtors is considered "illiquid," requiring the Debtors to
overcome additional barriers to convert these "illiquid"
Cryptocurrencies into cash. As of Dec. 31, 2020, the Debtors held
approximately $6.5 million in illiquid Cryptocurrencies.
The Debtors have not issued any secured debt. Other than $2.6
million outstanding under convertible notes, the Debtors do not
have any outstanding funded debt. As of the Petition Date, the
Debtors' liabilities to customers were in excess of $160 million.
Class 4 General Unsecured Claims are projected to reach $162.8
million and its percentage recovery under the Plan are still
"unknown", according to the Disclosure Statement. Unsecured
creditors will receive either a cash payment equal to the holder's
pro rata share of Net Distributable Assets; or with respect to any
such holder that makes a Cryptocurrency Election, an Equivalent
Cryptocurrency Distribution. Class 4 is impaired under the Plan.
General unsecured claims classified as convenience claims (Claims
$1,000 or less) in Class 5 will total $500,000 and holders of these
claims will recover 50% of their claims.
On the Effective Date, the equity interests in the Debtors will be
cancelled and the interest holders in Class 7 will not be entitled
to, and will not receive or retain, any property on account of such
equity interests under the Plan.
The Debtors commenced the Chapter 11 cases to allow for an
efficient and orderly sale of their assets, followed by a wind-down
process, which the Combined Plan and Disclosure Statement
accomplishes. The Debtors will not be conducting any business
operations after the Effective Date.
A full-text copy of the Combined Joint Plan of Liquidation and
Disclosure Statement dated Dec. 31, 2020, is available at
https://bit.ly/357vMU7 from PacerMonitor.com at no charge.
Proposed Co-Counsel to the Debtors:
PAUL HASTINGS LLP
James T. Grogan
Mack Wilson
600 Travis Street, Fifty-Eighth Floor
Houston, Texas 77002
Telephone: (713) 860-7300
Facsimile: (713) 353-3100
E-mail: jamesgrogan@paulhastings.com
mackwilson@paulhastings.com
- and -
PAUL HASTINGS LLP
G. Alexander Bongartz
Derek Cash
200 Park Avenue
New York, New York 10166
Telephone: (212) 318-6000
Facsimile: (212) 319-4090
E-mail: alexbongartz@paulhastings.com
derekcash@paulhastings.com
- and -
COUSINS LAW LLC
Scott D. Cousins
Brandywine Plaza West 1521 Concord
Pike, Suite 301 Wilmington, Delaware
Telephone: (302) 824-7081
Facsimile: (302) 295-0331
E-mail: scott.cousins@cousins-law.com
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.
DANCEL LLC: Jack in the Box Issues Headed to Confirmation Hearing
-----------------------------------------------------------------
Judge Scott H. Gan convened on Dec. 22, 2020 a hearing to consider
approval of the Third Amended Disclosure Statement of Dancel,
L.L.C.
The lone outstanding objection is the objection by franchisor, Jack
in the Box Inc.
According to the minutes of the hearing, C.R. Hyde, attorney for
the Debtor, told the judge that the Debtor's Plan will pay claims
in full. The Debtor has committed to paying a fixed amount over
five years. Every allowed, unsecured claim will be paid in full.
Mr. Hyde asked the Court to approve the Disclosure Statement and
said that the issues raised by Jack in the Box are really
objections to confirmation, which should be considered at the
confirmation hearing.
The Franchisor has pointed out in its objection that a claim
objection has not been filed and yet the Disclosure Statement fails
to discuss the effect on payments to the general unsecured
creditors if all ($896,535.82) or some portion of Franchisor's
claim is allowed, or not subject to an unsecured claim.
At the hearing, the judge asked the Debtor what happens if the Jack
in the Box claim is allowed in full as an unsecured claim.
Mr. Hyde acknowledged that the Debtor will have a problem if the
claim is allowed in full. The Plan provides for payment of
$400,000.
The Franchisor's attorney, Jeffrey D. Cawdrey, also stated that the
Debtor needed to remove or amend certain statements in the
Disclosure Statement.
The Court ordered the parties to confer with respect to the
disclosure related issues, which were relatively minor. My Hyde
said he will file the Fourth Amended Disclosure Statement once the
agreed upon changes have been made.
A copy of the 4th Amended Disclosure Statement filed Dec. 23, 2020,
is available at https://bit.ly/3aKn7uD from PacerMonitor.com at no
charge.
The judge on Dec. 30, 2020 approved the Disclosure Statement and
set a confirmation hearing for Feb. 11, 2021 at 2:00 p.m.
Attorney for the Debtor:
Charles R. Hyde
THE LAW OFFICE OF C.R. HYDE, PLC
ATTORNEY AT LAW
2810 N. SWAN RD. SUITE 150
TUCSON, ARIZONA 85712
TELEPHONE: (520) 270-1110
About Dancel L.L.C.
Dancel, L.L.C., operates Jack in the Box restaurants with multiple
locations in Bernalillo County, N.M. Dancel filed a voluntary
Chapter 11 petition (Bankr. D. Ariz. Case No. 19-10446) on Aug. 20,
2019. In the petition signed by Laura Olguin, manager, the Debtor
was estimated to have $500,000 to $1 million in assets and $1
million to $10 million in liabilities. The case is assigned to
Judge Scott H. Gan. Charles R. Hyde, Esq., at The Law Offices of
C.R. Hyde, PLC, serves as the Debtor's counsel.
DELL INCORPORATED: Egan-Jones Lowers Sr. Unsecured Ratings to BB-
-----------------------------------------------------------------
Egan-Jones Ratings Company, on December 21, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Dell Incorporated to BB- from BB.
Headquartered in Round Rock, Texas, Dell is an American
multinational computer technology company that develops, sells,
repairs, and supports computers and related products and services.
DICK'S SPORTING: Egan-Jones Hikes Senior Unsecured Ratings to BB+
-----------------------------------------------------------------
Egan-Jones Ratings Company, on December 22, 2020, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Dick's Sporting Goods Incorporated to BB+ from BB.
Headquartered in Coraopolis, Pennsylvania, Dick's Sporting Goods,
Inc. operates as a sporting goods retailer that manages stores
primarily in the eastern and central United States.
DIGIPATH INC: Delays Filing of Form 10-K for Fiscal 2020
--------------------------------------------------------
DigiPath, Inc. 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 Company's Form
10-K could not be filed within the prescribed time period without
unreasonable effort or expense because the audit of the Company's
financial statements for the fiscal year ended Sept. 30, 2020 had
not been completed prior to the close of business on Dec. 29,
2020.
About DigiPath
Headquartered in Las Vegas, Nevada, Digipath, Inc. --
http://www.digipath.com-- offers full-service testing lab for
cannabis, hemp and ancillary cannabis and hemp infused products
serving growers, dispensaries, caregivers, producers, patients and
eventually all end users of cannabis and botanical products.
DigiPath reported a net loss of $1.80 million for the year ended
Sept. 30, 2019, compared to a net loss of $1.65 million for the
year ended Sept. 30, 2018. As of June 30, 2020, the Company had
$2.26 million in total assets, $2.50 million in total liabilities,
and a total stockholders' deficit of $242,403.
M&K CPAS, PLLC, in Houston, Texas, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
Dec. 30, 2019, on the consolidated financial statements for the
year ended Sept. 30, 2018, stating that the Company has recurring
losses from operations and insufficient working capital, which
raises substantial doubt about its ability to continue as a going
concern.
DOUBLE G BRANDS: To Seek Confirmation of 45% Plan on Jan. 11
------------------------------------------------------------
Double G Brands submitted a First Amended Plan of Liquidation on
Nov. 30, 2020.
A hearing to consider confirmation of the Plan will be held on Jan.
11, 2021 at 11:00 a.m. Objections were due Dec. 30, 2020. No
formal objections to the Disclosure Statement were filed by the
deadline.
According to the Amended Plan, in February 2020, the Debtor
marketed and sold its intellectual property for $225,000 to Arck
Foods. The proceeds were paid to the secured lender. The Debtor
extensively marketed its equipment and real estate and filed its
Motion to Sell Substantially All Assets of the Debtor Pursuant to
11 U.S.C. Sec. 363(b)(1) which was approved by the Bankruptcy Court
on August 18, 2020. The total sale price was $1,193,500 with the
Debtor receiving a secured note from the buyer in the amount of
$386,000. The secured lender received $744,050 in full
satisfaction of its secured claim. The total net sale proceeds
available for distribution to creditors is $514,804 assuming a full
10-year payout of the note. The Debtor does not have any remaining
assets for liquidation.
Class 3 Allowed Unsecured Claims are impaired. After payment in
full of the Administrative Claims, Priority Tax Claims, Class 1
Claims and following resolution of all claim objections; the Class
3 Claimants will receive pro rata payment from the liquidation
proceeds of any assets of the Debtor. According to court filings,
unsecured creditors owed $932,687 are projected to recover
$415,944, for a recovery of 45 percent.
Class 4 Allowed Equity Interests will not receive any distribution
under the Plan.
A full-text copy of the First Amended Plan of Liquidation dated
Nov. 30, 2020, is available at https://tinyurl.com/yyr8b74u from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
SPENCER P. DESAI
CARMODY MACDONALD P.C.
120 South Central Avenue, Suite 1800
St. Louis, Missouri 63105
Tel: (314) 854-8600
Fax: (314) 854-8660
E-mail: spd@carmodymacdonald.com
About Double G Brands
Double G Brands, Inc., a manufacturer and wholesaler of pork
products, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Mo. Case No. 20-42984) on June 10, 2020. At the time
of the filing, the Debtor had estimated assets of between $500,000
and $1 million and liabilities of between $1 million and $10
million. Carmody MacDonald, P.C., is the Debtor's legal counsel.
EAST CAROLINA: To Seek Approval of 3% Plan on Jan. 12
-----------------------------------------------------
East Carolina Commercial Services, LLC, is slated to seek
confirmation of its Chapter 11 Plan on Jan. 12, 2021.
The Plan of ECCS proposes payments to creditors over 60 months,
beginning the month following the confirmation of the Plan.
Unsecured creditors with claims greater than $3,000 will receive
roughly 3% of their total claim balances. That money will be paid
to those creditors between months 13 to 60.
Judge Joseph N. Callaway on Nov. 30, 2020, granted conditional
approval of the Disclosure Statement and ordered that:
* The hearing on confirmation of the plan is scheduled by
telephone on Tuesday, Jan. 12, 2021 at 1:00 p.m.
* Jan. 7, 2021 is fixed as the last day for filing and serving
written objections to the disclosure statement.
* Jan. 7, 2021 is fixed as the last day for filing and serving
written objections to confirmation of the plan.
* Jan. 7, 2021 is fixed as the last day for filing written
acceptances or rejections of the plan. The enclosed ballot should
be completed and filed with the plan proponent on or before that
date.
A copy of the Disclosure Statement dated Nov. 24, 2020, is
available at
https://bit.ly/2X4i7bZ
About East Carolina Commercial Services
East Carolina Commercial Services, LLC, is a commercial solar
installation company specializing in module installation and
racking installation based in Wilson, North Carolina.
East Carolina Commercial Services sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-02361) on
June 27, 2020. The petition was signed by Caesar Mendoza, the
Debtor's managing member. At the time of the filing, the Debtor
estimated assets of $1 million to $10 million and liabilities of
the same range. Judge Joseph N. Callaway oversees the case.
Sasser Law Firm is the Debtor's bankruptcy counsel.
ECOARK HOLDINGS: Launches $8 Million Registered Direct Offering
---------------------------------------------------------------
Ecoark Holdings, Inc. has entered into a definitive agreement with
a single institutional investor for the purchase of a total of
888,889 shares of its common stock and short-term warrants to
purchase an aggregate of up to 888,889 shares of common stock, in a
registered direct offering. The combined purchase price for one
share of common stock and a warrant to purchase one share of common
stock is $9.00. The warrants have an exercise price of $10.00 per
share, will be immediately exercisable and will have a term of two
years.
H.C. Wainwright & Co. is acting as exclusive placement agent for
the offering.
The gross proceeds from the offering are expected to be
approximately $8.0 million. The Company intends to use the net
proceeds to support its previously announced 2021 drilling program
for its oil and gas exploration and production business, to repay
certain outstanding debt obligations, and for working capital and
other general corporate purposes.
The offering is expected to close on or about Dec. 31, 2020,
subject to the satisfaction or waiver of customary closing
conditions.
About Ecoark Holdings
Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011,
Ecoark is a diversified holding company. Ecoark Holdings has four
wholly-owned subsidiaries: Ecoark, Inc., a Delaware corporation
which is the parent of Zest Labs, Inc., 440IoT Inc., Banner
Midstream Corp., and Trend Discovery Holdings Inc. Through its
subsidiaries, the Company is engaged in three separate and distinct
business segments: (i) technology; (ii) commodities; and (iii)
financial.
Ecoark reported a net loss of $12.14 million for the year ended
March 31, 2020, compared to a net loss of $13.65 million for the
year ended March 31, 2019. As of Sept. 30, 2020, the Company had
$33.50 million in total assets, $15.71 million in total
liabilities, and $17.79 million in total stockholders' equity.
ED3 CONSULTANTS: Unsecureds Will Recover 10% in Plan
----------------------------------------------------
ED3 Consultants, Inc., submitted on Dec. 30, 2020, an Amended
Chapter 11 Small Business Plan and a Disclosure Statement.
On Dec. 1, 2020, the bankruptcy judge granted conditional approval
of the Disclosure Statement and set a hearing on Jan. 14, 2021 at
10:00 a.m., via Zoom at https://www.zoomgov.com/j/16021303488 to
consider confirmation of the Plan. Ballots accepting or rejection
the Plan and objections to are due Jan. 7.
ED3 Consultants operates a 21-person engineering and construction
management firm. These are challenging times at ED3, but with
continued focus on meeting its billing, invoicing and collection
goals over the next twelve months, the company has an excellent
chance to emerge as a much stronger business entity.
It is anticipated that the profits from ongoing operations will
increase over the course of the Plan, especially after the current
pandemic subsides. The Debtor has a backlog of contracts in the
amount of approximately $1,000,000.
Under the Plan, secured non-tax claims in Class 1 will be paid in
full plus 5% interest via monthly payments, amortized over 10 years
with interest only payments for the first six months a balloon
payment at 5 years of the remaining amount due.
Holders of General Unsecured Claims in Class 6 will receive 10% of
the allowed amount of their respective Claims, to be paid in
quarterly installments for 5 years beginning on the second
anniversary of the Effective Date.
The equity security interest holder in Class 8 will retain her
equity security interest in the Debtor in exchange for the New
Value Contribution, diluted by 1/3 based upon the investment of
Crogan.
A full-text copy of the Disclosure Statement dated November 30,
2020, is available at https://tinyurl.com/yxbl4tf8 from
PacerMonitor.com at no charge.
About ED3 Consultants
Based in Canonsburg, Pa., ED3 Consultants Inc. is a small
woman-owned business staffed with engineering, architectural and
technical specialists.
ED3 Consultants filed a voluntary Chapter 11 petition (Bankr. W.D.
Pa. Case No. 19-24455) on Nov. 14, 2019. In the petition signed by
Denise L. Palmer, president, the Debtor was estimated to have
$500,001 to $1 million in assets and $1,000,001 to $10 million in
liabilities. Judge Thomas P. Agresti oversees the case. Guy C.
Fustine, Esq., at Knox McLaughlin Gornall & Sennett, P.C., is the
Debtor's counsel.
EDGAR COLON: BPPR Ordered to Submit Revised Timesheet Entries
-------------------------------------------------------------
In the case captioned IN RE: EDGAR ABNER REYES COLON, Chapter 11,
Debtor, Case No. 06-04675 (ESL) (Bankr. D.P.R.), Judge Enrique S.
Lamoutte of the United States Bankruptcy Court for the District of
Puerto Rico denied the Motion in Compliance filed by Banco Popular
de Puerto Rico (BPPR) and granted in part and denied in part Dr.
Francisco Quintero Pena's Opposition to Motion in Compliance.
A judgment was rendered by the United States District Court for the
District of Puerto Rico whereby the district affirmed the award of
sanctions against Dr. Quintero but vacated the amount of fees
awarded and remanded the matter to the bankruptcy court so that
sanctions to be awarded to BPPR be recalculated on the revised
computation, particularly the reduction of timesheet entries that
are related to legitimate discovery, or otherwise unrelated to
dilatory tactics by Dr. Quintero, such as changes in
representation.
BPPR filed a Motion in Compliance with Order by which time sheets
were revised and BPPR contended that Dr. Quintero had alreay paid
BPPR $15,532.00 without protest, reservation, or objection and,
therefore, the issue is jurisdictionally moot.
Dr. Quintero filed an Opposition to BPPR's Motion in Compliance,
arguing that:
(i) the issue is not moot, the controversy regarding the
overbilling of fees requested by BPPR is alive and has a tailored
remedy to be ruled, the reimbursement of overpaid fees;
(ii) the First Circuit Court of Appeals has established the
lodestar method of calculating fees as its method of choice;
(iii) the revision made by attorney Abesada and attorney Diaz
Olmo does not comply with the U.S. District Court judgment and the
legal applicable standard;
(iv) multiple entries claimed by BPPR remained duplicated,
excessive, and/or unrelated to Dr. Quintero's alleged conduct, or
include other matters beyond Dr. Quintero's alleged conduct and the
same must be removed and the timesheet entries should be reduced;
and
(v) BPPR has to reimburse Dr. Quintero the corresponding
overpaid amount after re-computation with its applicable interest.
The first issue before the bankruptcy court was whether Dr.
Quintero failed to specifically raise the issue regarding that the
billable time was "excessive" and thus waived the argument. The
second issue was whether the revisions to the time sheet entries
made by attorney Abesada and attorney Díaz Olmo comply with the
district court judgment.
Judge Lamoutte found that Dr. Quintero did not present on appeal to
the district court (nor to the bankruptcy court) for its
consideration his second argument regarding "excessive" attorney's
fees based upon entries that were improperly submitted due to:
duplicity of entries; the use of unnecessary duplicity of
experienced attorneys, duplicated billing; duplicity of legal
research; and entries that include unreasonable and excessive time
billed for federal court experienced attorneys pursuant to the
lodestar method. Consequently, Judge Lamoutte held that this
specific argument as to the "excessive" attorney's fees was waived
by Dr. Quintero.
The judge then delved into the second issue, namely, whether
attorney Abesada and attorney Díaz Olmo's revised their time sheet
entries to comply with the district court Judgment's remand
instructions as to the reduction of timesheet entries that are
legitimately related to discovery, or unrelated to dilatory tactics
by Dr. Quintero.
After perusing the time sheet entries submitted by BPPR, Judge
Lamoutte found that they include time sheet entries unrelated to
Dr. Quintero's dilatory tactics. Consequently, the judge ordered
the attorneys for BPPR to submit again their time sheet entries so
that the same comply with the district court's judgment.
BPPR's Motion in Compliance was therefore denied. Dr. Quintero's
Opposition to Motion in Compliance was granted in part and denied
in part. Judge Lamoutte ordered BPPR to submit to the court within
30 days revised timesheet entries in conformity with the district
court's specific remand instructions.
A full-text copy of Judge Lamoutte's opinion and order dated
December 22, 2020 is available at https://tinyurl.com/y7jpkj73 from
Leagle.com.
EVERGREEN MORTGAGE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Evergreen Mortgage Notes, LLC
1476 Olympic Club Blvd.
Davenport, FL 33896
Business Description: Evergreen Mortgage Notes, LLC is engaged in
activities related to real estate.
Chapter 11 Petition Date: December 31, 2020
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 20-07071
Debtor's Counsel: Andrew S. Ballentine, Esq.
de BEAUBIEN, SIMMONS, KNIGHT, ET AL.
332 North Magnolia Avenue
Orlando, FL 32801-1609
Tel: 407-422-2454
Fax: 407-849-1845
E-mail: aballentine@dsklawgroup.com
Total Assets: $459,500
Total Liabilities: $1,270,000
The petition was signed by Marc Younger, CEO.
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/BZ2SLTQ/Evergreen_Mortgage_Notes_LLC__flmbke-20-07071__0001.0.pdf?mcid=tGE4TAMA
FALL CREEK PLAZA: Partners Reach Deal; Plan Modified
----------------------------------------------------
Fall Creek Plaza 1, LP, et al., submitted a Second Supplement to
their First Amended Plan of Reorganization.
The Debtors filed their First Amended Plan on Nov. 5, 2020. On the
same date, the Debtors filed their Disclosure Statement, which was
approved by the Court on Nov. 9, 2020. A hearing on confirmation
was originally set for Dec. 10, 2020, but an important development
occurred since the Plan and Disclosure Statement was filed and the
hearing on confirmation was reset.
There has been an ongoing dispute between the partners as to who is
the general partner of the Debtors. After mediation, a motion to
settle the dispute was filed, and on Dec. 10, 2020, all parties
announced that the settlement was approved.
Settlement Agreement
Generally, under the settlement, Debtor's authority to file this
bankruptcy is accepted by the partners; Ali Choudhri will be
allowed to either sell his interest in the Debtor to Dr. Arfeen for
$550,000 paid by Dr. Arfeen or his entity or purchase the real
property and certain other assets of the Debtor for $15,500,000
(cash); and various claims between the partners are resolved or
disallowed. Pursuant to the Plan Supplement and the Plan of
Reorganization, the court will determine and order, among other
things, that the sale to Ali Choudhri is for reasonable
consideration and that the purchaser is a good faith purchaser
pursuant to 11 U.S.C. Sec. 363.
The Plan is modified with respect to treatment of certain claims
and interests:
* Class 1 - Wells Fargo Claims. This Supplement does not modify
the treatment of Wells Fargo claims.
* Class 2 - Tax Claims are unimpaired. The Reorganized Debtor
may prepay the prepetition Class 2 Tax Claimants debt at any time.
The Debtor shall have 60 days from the Effective Date to object to
the Class 2 – Tax Claims; otherwise, the Class 2-Tax Claims shall
be deemed as an allowed secured claim in the amount of its amended
Proof of Claim. All Class 2-Tax Claims shall retain its statutory
lien securing its prepetition and post-petition tax debts until
such time as the tax debt respective to each property are paid in
full. The Debtor will pay all postpetition ad valorem tax
liabilities (tax year 2021 and subsequent tax years) owing to Class
2-Tax Claims in the ordinary course of business as such tax debt
comes due and prior to said ad valorem taxes becoming delinquent
without the need of the Class 2-Tax Claims to file an
administrative expense claim and/or request for payment.
* Class 3 - Fall Creek Commercial POA. Any claim of Fall Creek
Commercial POA has been disallowed by order of this Court dated
November 17, 2020.
* Class 4 - General Unsecured Claims. The treatment of this
class is not modified. However, Debtor agrees that AA Armstrong
Real Estate will have an allowed unsecured claim in the amount of
$53,654.
A copy of the 2nd Supplement dated Dec. 23, 2020 is available at
https://bit.ly/2MrXC79
Attorney for the Debtor:
Dean W. Greer
Law Offices of Dean W. Greer
2929 Mossrock, Suite 117
San Antonio, Texas 78230
Telephone 210.342.7100
Facsimile 210.342.3633
E-mail: dean@dwgreerlaw.com
About Fall Creek
Fall Creek owns and operates a shopping center in Humble, Texas. It
was built in three phases and under three different partnerships
who are the proposed joint debtors.
Fall Creek Plaza, I, LP and Fall Creek Plaza II, LP & Fall Creek
Plaza, III, LP, filed their voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-32989) on June 9, 2020. At the time of filing, the Debtors
estimated 10,000,001 to $50 million in both assets and liabilities.
Dean W Greer, Esq. represents the Debtors as counsel.
FIBERCORR MILLS: Seeks to Defer Sale Hearing Amid SBA Issues
------------------------------------------------------------
Fibercorr Mills, LLC, Cherry Springs of Massillon II, LLC, and Shew
Industries Inc., ask the U.S. Bankruptcy Court for the Northern
District of Ohio to continue the hearing set for Dec. 30, 2020, at
10:00 a.m. on the Debtors' proposed sale of substantially all
assets of Fibercorr and Cherry Springs to Green Shield Limited,
L.L.C. or its designee for $5.1 million, subject to higher and
better offers.
The Debtors have been advised of requirements of the Small Business
Administration that could result in the proceeds of the sale being
placed in escrow pending the determination of their Paycheck
Protection Program ("PPP") loan forgiveness application. The
Debtors, Premier Bank, Signature Financial, LLC, and the Debtors'
PPP loan lender, Cortland Bank, are currently in settlement
negotiations and would like an additional 14 days to settle the
matter. The counsel for Premier Bank, Signature Financial, LLC,
Cortland Bank, and the winning bidder at the auction sale have
agreed to an adjournment.
Therefore, they ask that the Court enters an order continuing the
hearing on the motion for approval of the sale of the Debtors'
assets and assumption and assignment of certain executory contracts
and unexpired leases, and the limited objections thereto, and
granting any other and further relief that the Court deems just and
proper.
A copy of the SBA Procedural Notice is available at
https://bit.ly/38S4QJi from PacerMonitor.com free of charge.
About Fibercorr Mills
FiberCorr Mills is a Massillon, Ohio-based manufacturer of
corrugated cardboard products. The Shew family bought the
FiberCorr business from Georgia-Pacific in February 2000. Cherry
Springs of Massillon II is the owner of real property consisting of
FiberCorr's business premises. Shew Industries, LLC is the parent
company of the other debtors. visit http://www.fibercorr.comfor
more information.
Fibercorr Mills and its affiliates filed Chapter 11 petitions
(Bankr. N.D. Ohio Lead Case No. 20-61029) on June 17, 2020. At the
time of the filing, Fibercorr Mills had estimated assets of between
$1 million and $10 million and liabilities of between $1 million
and $10 million.
Judge Russ Kendig oversees the case.
The Debtors tapped Anthony J. Degirolamo as their bankruptcy
counsel; and The Phillips Organization as their financial advisor.
The U.S. Trustee for Region 9 appointed a committee to represent
unsecured creditors in Debtors' Chapter 11 cases. The committee is
represented by Lewis Brisbois Bisgaard & Smith, LLP.
FORTOVIA THERAPEUTICS: Extends Plan Filing Deadline to Jan. 29
--------------------------------------------------------------
Fortovia Therapeutics, Inc., sought and obtained an order granting
a 60 day extension, up to including Jan. 29, 2020, of its deadline
to file its Plan of Reorganization and Disclosure Statement.
In seeking an extension, the Debtor said it needs additional time
to formulate and draft the Plan of Reorganization and Disclosure
Statement.
The Bankruptcy Administrator has consented to the Debtor's first
request for an extension.
Counsel for the Debtor:
William P. Janvier
JANVIER LAW FIRM, PLLC
311 E. Edenton Street
Raleigh, NC 27601
Telephone (919) 582-2323
Facsimile (866) 809-2379
About Fortovia Therapeutics
Fortovia Therapeutics, Inc., is an oncology supportive care
pharmaceutical and medical device company headquartered in Raleigh,
North Carolina.
Fortovia Therapeutics filed a Chapter 11 petition (Bankr. E.D.N.C.
Case No. 20-02970) on Aug. 31, 2020. At the time of filing, the
Debtor had $1 million to $10 million in assets and liabilities.
The Hon. Stephani W. Humrickhouse oversees the case. William P.
Janvier, Esq. of JANVIER LAW FIRM, PLLC, is the Debtor's counsel.
GALILEO LEARNING: Court Approves Disclosure Statement
-----------------------------------------------------
Judge Roger L. Efremsky has entered an order approving the
Disclosure Statement dated Dec. 2, 2020, as amended, explaining the
Chapter 11 Plan filed by Galileo Learning, LLC.
The hearing to consider confirmation of the Debtor's Plan will be
held at 10:00 a.m. (prevailing Pacific Time) on Feb. 9, 2021.
Any objections to confirmation of the Plan are due no later than
4:00 p.m. (prevailing Pacific time) on Jan. 26, 2021.
All ballots must be properly executed, completed, and delivered
with original signatures to Stretto so that they are received by
Stretto no later than 4:00 p.m. (prevailing Pacific Time) on Jan.
26, 2021.
Attorneys for the Debtors:
NEAL L. WOLF
ANTHONY J. DUTRA
HANSON BRIDGETT LLP
425 Market Street, 26th Floor
San Francisco, California 94105
Telephone: (415) 995-5015
Facsimile: (415) 541-9366
E-mail: nwolf@hansonbridgett.com
adutra@hansonbridgett.com
About Galileo Learning
Galileo Learning, LLC, operates innovative and educational summer
camps for pre-kindergarteners through 10th graders. In its 18
years of operation, Galileo Learning has invested more than $10
million in the development of more than 2,500 hours of unique
curriculum offerings.
Galileo Learning and its wholly-owned subsidiary, Galileo Learning
Franchising LLC, sought Chapter 11 protection (Bankr. N.D. Cal.
Lead Case No. 20-40857) on May 6, 2020. The petitions were signed
by Glen Tripp, chief executive officer of Galileo Learning and sole
member of Galileo Learning Franchising.
Galileo Learning estimated assets and liabilities of $10 million to
$50 million while Galileo Learning Franchising estimated assets of
$1 million to $10 million and estimated liabilities of less than
$50,000.
Judge William J. Lafferty oversees the cases.
The Debtors hired Hanson Bridgett, LLP as bankruptcy counsel and
Tyton Partners Capital Markets, LLC as an investment banker and
financial advisor. Stretto is the claims and noticing agent.
The U.S. Trustee for Region 17 appointed a committee of unsecured
creditors. The committee is represented by Levene, Neale, Bender,
Yoo & Brill L.L.P. The Committee retained GlassRatner Advisory &
Capital Group, LLC as its financial advisor.
GATEWAY RADIOLOGY: 11th Cir. Vacates Approval Order on PPP Loan
---------------------------------------------------------------
The United States Court of Appeals, Eleventh Circuit vacated the
United States Bankruptcy Court for the Middle District of Florida's
order that granted the motion filed by Gateway Radiology
Consultants, P.A. for approval of its loan under the Payment
Protection Program (PPP) despite the objection of the Small
Business Administration (SBA).
In response to COVID-19-induced economic fallout, Congress passed
the Coronavirus Aid, Relief, and Economic Security (CARES) Act.
The Act is in large part aimed at helping businesses make payroll
and pay operating expenses in order to keep people employed through
the economic downturn. One of the Act's programs designed to
accomplish that goal is the PPP.
Gateway is a small business debtor in an active Chapter 11
bankruptcy proceeding seeking a loan under the PPP. The problem
for Gateway is that the SBA, which Congress authorized to implement
the PPP and to issue regulations on the subject, has issued a rule
that makes bankruptcy debtors ineligible for PPP loans.
Gateway applied for a PPP loan anyway. It would have been turned
down but for the fact that the application form it filed falsely
stated that it was not in bankruptcy. Because of that false
statement, USF Federal Credit Union agreed to make a PPP loan to
Gateway. But Gateway, like all debtors in bankruptcy, had to get
the bankruptcy court's approval before it could incur any more
indebtedness outside the ordinary course of business. When it
filed a motion for approval in the bankruptcy court, the SBA
objected that Gateway was ineligible for a PPP loan because it was
in bankruptcy.
The bankruptcy court granted Gateway's motion, concluding that the
SBA's rule rendering bankruptcy debtors ineligible for PPP loans
was an unreasonable interpretation of the statute, was arbitrary
and capricious under the Administrative Procedure Act, and as a
result was unlawful and unenforceable against Gateway. It also
enjoined the SBA to guarantee the PPP loan if Gateway met all of
the requirements other than not being in bankruptcy, and enjoined
it to "not condition loan forgiveness on Gateway Radiology not
being in bankruptcy."
On appeal, the 11th Circuit found that the SBA did not exceed its
authority in adopting the non-bankruptcy rule for PPP eligibility.
The appellate court held that the rule does not violate the CARES
Act, is based on a reasonable interpretation of the Act, and that
the SBA did not act arbitrarily and capriciously in adopting it.
The explanation the SBA gave is that bankruptcy debtors "would
present an unacceptably high risk of an unauthorized use of funds
or non-repayment of unforgiven loans." It reached that conclusion
after consulting with the Secretary of the Treasury, which means
that the expertise of two agencies was brought to bear on the
issue.
The 11th Circuit agreed with the SBA. "Bankruptcy debtors are
financially distressed and have competing creditors, which it is
not implausible to believe will increase the risk of unauthorized
use of funds and non-repayment. We will not substitute our view
for the SBA's judgment that the gravity of the risk is
"unacceptably high." The SBA has long considered bankruptcy status
as relevant to Section 7(a)'s sound value requirement and
creditworthiness regulations. That it fashioned its consideration
of bankruptcy status into a streamlined and bright-line rule that
would speed up decisions about whether PPP loans should be made is
not implausible, irrational, or the product of arbitrary and
capricious decision making," stated the appellate court.
Concluding that the SBA's rule is neither an unreasonable
interpretation of the relevant statute nor arbitrary and
capricious, the 11th Circuit vacated the bankruptcy court's
approval order. It also vacated a preliminary injunction order and
remanded the case to the bankruptcy court for further proceedings
consistent with its opinion.
The case is In re: Gateway Radiology Consultants, P.A., Debtor. USF
FEDERAL CREDIT UNION, JOVITA CARRANZA, in her capacity as
Administrator for the U.S. Small Business Administration,
Appellants, v. GATEWAY RADIOLOGY CONSULTANTS, P.A., Appellee, Case
No. 20-13462 (11th Cir.).
A full-text copy of the 11th Circuit's Decision, dated December 22,
2020, is available at https://tinyurl.com/y8yxzppn from
Leagle.com.
About Gateway Radiology Consultants
Gateway Radiology Consultants P.A., based in Saint Petersburg,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
19-04971) on May 28, 2019. In the petition signed by Gagandeep
Manget M.D., president, the Debtor disclosed $1,200,000 in assets
and $14,899,135 in liabilities as of the bankruptcy filing. The
Hon. Michael G. Williamson oversees the case. Joel M. Aresty,
P.A., serves as bankruptcy counsel to the Debtor. Beighley Myrick
Udell and Lynne; and Paul C. Jensen, Attorney-At-Law, serve as
special counsel.
GEORGE WESTON: Egan-Jones Hikes FC Senior Unsecured Rating to BB
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 21, 2020, upgraded the
foreign currency senior unsecured rating on debt issued by George
Weston Limited to BB from BB-.
Headquartered in Toronto, Canada, George Weston Limited operates as
a super market.
GTT COMMUNICATIONS: Fitch Assigns 'B' Rating on Priming Term Loan
-----------------------------------------------------------------
Fitch has assigned a 'B'/'RR1' rating and Rating Watch Negative
(RWN) to GTT Communications Inc.'s (GTT) priming term loan borrowed
by its subsidiary, GTT Communications B.V. (GTT BV). In addition,
Fitch has downgraded GTT's revolving facility and existing
first-lien term loans of GTT and GTT BV to 'CCC'/'RR4' from
'CCC+'/'RR3' and maintained the RWN.
Fitch has maintained the RWN on GTT's and GTTBV's 'CCC' Long-Term
Issuer Default Ratings (IDRs), and GTT's 'CC'/'RR6' unsecured notes
ratings.
The downgrade of the existing credit facility reflects weaker
recovery prospects for these loans post GTT's assumption of the
super senior priming term loan that has priority over the existing
debt in the recovery waterfall, coupled with a lower going concern
EBITDA in Fitch's recovery calculations vs. previous expectations,
as a result of preliminary findings of the accounting review.
On December 22, GTT announced it obtained a commitment for a $275
million super-priority loan from its existing lenders. On December
28, the company secured the financing. Fitch believes this is a
modest positive event, as it provides the company with the
much-needed liquidity to meet its year-end debt repayment and debt
service requirements, as well as operational liquidity until
mid-2021 when the company expects to close the previously announced
$2.15 billion asset sales transaction. The asset sales are expected
to materially deleverage the company's capital structure.
GTT has obtained multiple extensions to the notes and credit
facility forbearance agreements since these were originally entered
into in late October, as a result of non-filing of financial
statements due to the ongoing accounting review. The second
forbearance agreement entered into on December 28 provides
extension to the forbearance period until March 31, 2021.
The company's inability to seek further extensions or waivers from
its lenders, in the event the financial statements are not filed by
the extended deadline, would result in an event of default under
the loan documents and indenture. A negative rating action could
occur should the company not receive waivers or amendments from its
creditors by the deadline.
Fitch will resolve the RWN when the company completes its internal
review of the accounting issue and/or files the financial
statements by the extended deadline. The ratings will be downgraded
to 'C' if there is an uncured event of default. Fitch's rating
actions will be based on the review's final findings and the
resultant effect on the company's EBITDA. The RWN will be removed
once Fitch assesses the impact of the final findings from the
accounting review on GTT's credit profile. A positive action will
factor in the potential for debt reduction due to the asset sale
and the company's progress in stabilizing revenues and EBITDA.
KEY RATING DRIVERS
Default Risk: Fitch believes there is a substantial risk of default
in the coming few months due to GTT's heightened risk of not filing
the delayed financials by the March 31, 2021 deadline, per recent
extension of the forbearance period under forbearance agreements
with noteholders and credit facility lenders. In addition,
significant revisions to Fitch-defined adjusted EBITDA in
historical or forecast periods combined with significant failings
on the company's internal controls may have a negative impact on
the ratings.
Slowdown in Net installs: GTT's 1Q20 revenue, the last reported
period, was negatively affected by moderately elevated churn and
access restrictions beginning in March in Europe and mid-March in
the U.S., slowing install activity. Fitch expects this trend to
continue in the near term, albeit with some improvement as
restrictions are eased across geographies. This is partially offset
by likely lower churn, the increased demand for internet services
due to work-from-home orders in place and that GTT can upgrade the
bandwidth capacity for those products remotely.
Leverage and Asset Sales: Fitch expects GTT's gross leverage to
remain elevated over the forecast in the absence of consummation of
material asset sales. In October 2020, GTT entered into a $2.15
billion asset sale agreement that is expected to close by 1H21,
subject to certain conditions. While GTT's entry into an asset sale
agreement is credit positive, as these are materially deleveraging,
the uncertainty regarding the filing of financials and averting a
default in the near term are high. Leverage as of 1Q20 was over 8x,
and Fitch expects leverage to remain high given the uncertainties
brought on by the coronavirus pandemic. Fitch expects some
cost-cutting initiatives to stabilize the EBITDA margins in the
near term.
Recurring Revenue and Contract Matching: Fitch expects the
recurring nature of GTT's revenue to provide a significant amount
of stability and visibility into future cash generation. More than
90% of the company's revenue is contractually recurring, with
contracts generally ranging between one to three years. GTT will
typically match the contract length of its last-mile leases with
the customer's contract length in order to insulate itself from
price fluctuations. Approximately 80% of the company's network
costs are related to these last-mile leases, providing the company
with a significant amount of capacity to downsize if customers
choose not to renew.
Strong Secular Trends: GTT's credit profile benefits from the
ongoing secular in the industry. Even pre-pandemic, the demand was
driven by the rapid adoption of cloud-based applications and an
increasing amount of data usage across locations as a result of
increasing files sizes, voice, video conferencing and real-time
collaboration tools. The coronavirus pandemic has further boosted
the demand for internet connectivity products, as enterprises
continue to increase their demand for networking bandwidth as
millions work from home.
Competitive Position and Scale: Many of the company's competitors
are significantly larger, better capitalized and have a stronger
market presence. The company's capex-lite business model places it
in an inherently inferior competitive position due to its
dependence on third-party providers for fiber connectivity, which
is primarily in the last-mile connection, where there are
significantly less connectivity providers. Fitch believes this
dependency is somewhat mitigated by the company's partial ownership
of its core network.
Customer Diversification, Supplier Concentration: Fitch expects the
company's credit profile to continue to benefit from broad customer
diversification. Fitch estimates GTT's largest customer accounts
for less than 5% of monthly recurring revenue (MRR), while its
top-20 customers are expected to have made up less than 25% of MRR.
These customers are multinational corporations with significant
access to capital and liquidity. Fitch believes the majority of
GTT's monthly recurring costs are tied to its top-20 suppliers.
GTT's diverse base of over 3,500 suppliers partially mitigates
risks stemming from the potential for increased margin pressure
related to supplier pricing.
GTT has an ESG Relevance Score of '5' for Financial Transparency
due to the delay in filing of 2Q20 and 3Q20 financials. Per 8-K
filed on December 29, GTT is also expected to delay its full year
2020 financial statements. This is due to the ongoing issue of
accounting review and has led to a substantial risk of default, an
event that may occur if not cured by the extended March 31
deadline. The issue has a negative effect on the credit profile and
has resulted in a downgrade to the company's ratings and
maintenance of the RWN.
DERIVATION SUMMARY
GTT's 'CCC' Long-Term IDR reflects a substantial risk of default in
the near term as the company is currently in forbearance period,
due to its inability to file 2Q20 and 3Q20 financials as a result
of the ongoing accounting review. The company obtained an extension
to forbearance period until March 31, 2021. However, there is
substantial risk that it will not be able to meet the extended
deadline due to the ongoing accounting review.
KEY ASSUMPTIONS
The assumptions listed below are based on the company's reported
financials - 1Q20, the last reported period and prior years. These
do not take into account the impact of ongoing accounting review on
historical or current financials and/or increase in interest costs
due to the assumption of the priming loan.
-- Revenue in 2020 is expected to decline near mid-single digits
as a result of slowdown in net installs and a pause in the
expansion of quota bearing sales reps, offset by slightly
lower churn;
-- Full-year 2020 EBITDA margins to improve sequentially over
1Q20 levels as Fitch expects cost-cutting initiatives to
offset some of the gross margin declines. Fitch expects
gradual improvement in EBITDA margins to mid-20s over the
forecast;
-- Capex intensity to remain within the 5%-6% range;
-- Fitch has not assumed asset sales or acquisitions in its
current base case.
Recovery Assumptions:
-- The recovery analysis assumes that GTT would be reorganized as
a going-concern in bankruptcy rather than liquidated.
-- Fitch has assumed a 10% administrative claim.
-- Fitch estimates a distressed enterprise valuation of approx.
$1.7 billion, using a 5.5x multiple and a $303.4 million going
concern EBITDA. GTT's going concern EBITDA is primarily driven
by margin pressure from last mile providers and Fitch's
expectation of EBITDA to be lower than our prior expectation
based on the company's preliminary findings of the ongoing
accounting review, resulting in a 25% decline from 1Q20 LTM
pro forma EBITDA.
-- The 5.5x multiple is reflective of the company's capex-lite
business model, partially offset by Hibernia and Interoute
acquisitions. The multiple is also in line with the median for
telecom companies published in Fitch's Telecom, Media and
Technology Bankruptcy Enterprise Values and Creditor
Recoveries report.
-- The revolver is assumed to be fully drawn at the reduced
commitment of $85.7 million. The senior secured euro and USD
tranches under EMEA term loan is considered pari passu with
the debt located at GTT due to the collateral allocation
mechanism that would come into effect during bankruptcy.
-- The super-priority loan is effectively senior to both US and
EMEA first-lien term loans and the revolver.
-- Substantially all assets of the company (both U.S. and EMEA
assets) are pledged in favor of the secured parties and all
assets are subject to the CAM. Approximately 15% of total EMEA
EBITDA generated by EMEA entities do not provide collateral
support / pledge their assets. To that effect, Fitch has
allocated 85% of EMEA EBITDA towards recovery to secured
lenders and the 15% unpledged EMEA EBITDA is applied in a pro
rata fashion to the remaining secured and unsecured lenders.
-- Fitch's recovery analysis assumes that asset sales have not
happened or have fallen through, and therefore, includes the
EBITDA generated from the assets that are part of the asset
sale transaction and the entire debt in the company's current
capital structure (including the loans that will be paid off
using the asset sale proceeds). Fitch believes in the event
the asset sale occurs as proposed, recovery on the remaining
debt, after the super-priority loan and part of the first-lien
debt is paid off, could be higher.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Resolution of the accounting issue and filing of financial
statements by the extended deadline, and/or if the company is\
able to cure the default in the cure period or reach
successful negotiations, eliminating potential risks of a
default under the reporting requirement;
-- Gross leverage measured as total debt with equity
credit/EBITDA, sustained at or below 5.5x; or FFO leverage
sustained at or below 6.5x;
-- Expectation of positive FCF on a sustained basis;
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- An uncured default could result in a downgrade to 'C';
-- Liquidity issues, due to debt acceleration, failure to
consummate the asset sale transaction or any other reason;
-- Significant restatements to Fitch-adjusted EBITDA, operating
or credit profile resulting from the final findings of the
ongoing review of the accounting issue could also affect the
ratings negatively.
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
Liquidity: The company's current liquidity position is not public
due to the delay in the filing of 2Q20 and 3Q20 financials. As of
March 31, 2020, liquidity was supported by approximately $106.4
million of cash on hand and $174.1 million available under its
revolving facility. The revolving facility is capped under the new
reduced commitment. Earlier in Dec, the revolver commitment was
reduced to $85.7 million that represented the aggregate outstanding
amounts and LCs drawn as of October 28.
GTT entered into a new $275 million of super priority loan facility
with its existing lenders. The new financing provides the company
the operational liquidity until asset sales closure as well as meet
its upcoming debt repayments and debt service obligations due
December 31. Fitch expects liquidity to be sufficient with the
assumption of the bridge financing until the asset sale transaction
is completed.
The liquidity could become constrained if the debt under the credit
agreement or indentures becomes immediately due and payable in the
event GTT is unable to file delayed financials by the deadline,
obtain further extensions to the current forbearance period, obtain
a cure during the cure period or successfully negotiate
remediations.
Asset Sales: On Oct. 16, 2020, GTT entered into an agreement with
Cube Telecom Bidco Limited, a company controlled by funds managed
and/or advised by I Squared Capital Advisors (US) LLC for $2.15
billion for its infrastructure assets. The purchase price consists
of cash purchase price of $2.02 billion and a potential earnout
payment of $130 million, with other stated conditions.
The assets sale includes nonstrategic infrastructure assets that
include pan-European fiber assets, subsea transatlantic fiber and
data center infrastructure, acquired through the Interoute and
Hibernia acquisitions. The proceeds from divestitures will be used
for deleveraging. Given the company's high leverage of over 8x, the
asset sales are imperative to optimize the overall capital
structure and pre-empt further stress on the capital structure and
ratings, should leverage continue to increase without a sale.
Update to Capital Structure: In February 2020, GTT incurred an
incremental EMEA term loan in the amount of $140 million. The
proceeds were used to reduce the revolver balance, providing
additional flexibility. As of March 31, 2020, the total outstanding
balance on the EMEA term loan is $951.5 million, including $140
million in U.S. dollars with the remaining in euros) and on the
U.S. term loan is $1.739 billion. Both term loans and the revolving
facility mature in 2025. The $575 million of 7.875% unsecured notes
mature in 2024. There are no substantial maturities before 2024,
except the revolving facility maturing in 2023.
As previously stated, the company secured a $275 million of
super-priority loans. These loans bear an interest rate of base
rate plus 4% p.a. (with a 2% floor) or LIBOR plus 5% p.a. (with a
1% floor), plus 2.5% p.a. of PIK interest. The loans will mature on
the earlier of the consummation of the asset sale transaction and
Dec. 31, 2021. The term loan facility consists of an initial draw
of $100 million and a subsequent delayed draw of $175 million
subject to certain conditions.
ESG CONSIDERATIONS
GTT has an Environmental, Social and Governance (ESG) Relevance
Score of '5' for Financial Transparency due to the ongoing issue of
accounting review and delay in filing of financial statements that
has led to a substantial risk of default, an event that may occur
if not cured by the extended March 31 deadline. The issue has a
negative effect on the credit profile and resulted in a downgrade
to the company's ratings and maintenance of the RWN.
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.
GULFPORT ENERGY: Hires Financial Advisor for Special Committee
--------------------------------------------------------------
Gulfport Energy Corp. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Chilmark Partners, LLC,
as financial advisor to the special committee of its board of
directors.
The firm's services will include:
(1) evaluation of transactions and economic issues to the
extent they relate to or concern any matters as to which there may
be conflicts between Gulfport Energy and one or more of its
affiliates;
(2) analysis related to valuation of assets and entities to
the extent they relate to or concern any conflict matters;
(3) evaluation of recoveries to various creditor groups in
restructuring proposals, including any restructuring support
agreement, to the extent such matters relate to or concern conflict
matters;
(4) analysis of financial implications of intercompany
relationships;
(5) presentation of relevant findings or analysis to the
special committee; and
(6) other activities as directed by the special committee or
its legal counsel consistent with their scopes of responsibility.
The firm will be paid at these rates:
Members/Managing Member $1,050 - $1,195 per hour
Vice President $750 per hour
Associates $450 per hour
Chilmark received $300,000 as a retainer. Prior to the petition
date, the firm received an additional payment of $192,936 to
replenish its retainer. The firm applied these funds to amounts
due for services rendered and expenses incurred prior to the
petition date. The unapplied residual retainer, which is estimated
to total approximately $300,000, will be held until the end of the
Debtors' Chapter Chapter 11 cases and applied to Chilmark's finally
approved fees.
Aaron Taylor, a member of Chilmark, 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:
Aaron S. Taylor
Chilmark Partners, LLC
875 N Michigan Ave., Suite 3460
Chicago, IL 60611
Phone: (312) 984-9711
E-mail: info@chilmarkpartners.com
About Gulfport Energy Corp.
Gulfport Energy Corporation (NASDAQ: GPOR) --
http://www.gulfportenergy.com/-- is an independent natural gas and
oil company focused on the exploration and development of natural
gas and oil properties in North America and a producer of natural
gas in the contiguous United States. Headquartered in Oklahoma
City, Gulfport holds significant acreage positions in the Utica
Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer
plays in Oklahoma. In addition, Gulfport holds non-core assets
that include an approximately 22% equity interest in Mammoth Energy
Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil
Sands in Canada through its 25% interest in Grizzly Oil Sands ULC.
Gulfport Energy reported net loss of $2.0 billion for the year
ended Dec. 31, 2019 as compared to net income of $430.6 million for
the year ended Dec. 31, 2018. As of June 30, 2020, Gulfport had
$2.58 billion in total assets, $2.35 billion in total liabilities,
and $231.34 million in total stockholders' equity.
As of Sept. 30, 2020, Gulfport had $2,375,559,000 in assets and
$2,520,336,000 in liabilities.
Gulfport and its subsidiaries sought Chapter 11 protection (Bankr.
S.D. Tex. Lead Case No. 20-35562) on Nov. 13, 2020.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis LLP as their bankruptcy
counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Alvarez
& Marsal North America, LLC as restructuring advisor; and Perella
Weinberg Partners L.P. and Tudor, Pickering, Holt & Co. as
financial advisor; and PricewaterhouseCoopers LLP as tax services
provider. Epiq Corporate Restructuring LLC is the claims agent.
Wachtell, Lipton, Rosen & Katz is counsel for the special committee
of Gulfport's Board of Directors while Chilmark Partners is the
financial advisor.
Katten Muchin Rosenman LLP is counsel for the special committee of
the governing body of each Debtor other than Gulfport while M-III
Parnters, LP is the financial advisor.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Nov. 27,
2020. The committee is represented by Norton Rose Fulbright US LLP
and Kramer Levin Naftalis & Frankel, LLP.
GULFPORT ENERGY: Hires Perella Weinberg as Financial Advisor
------------------------------------------------------------
Gulfport Energy Corporation and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
hire Perella Weinberg Partners, LP, including its affiliate Tudor
Pickering Holt & Co. Advisors LP, as their financial advisor and
investment banker.
Perella will provide these services in connection with the Debtors'
Chapter 11 cases:
General Financial Advisory Services
(1) Discuss a transaction and its financial implications and
provide such other assistance as the Debtors and the firm may from
time-to-time agree;
(2) Assist the Debtors in conducting a business and financial
analysis;
(3) Assist the Debtors in the development of financial data
and presentations to Gulfport Energ's Board of Directors, creditors
and other parties;
(4) Analyze the Debtors' financial liquidity, debt capacity,
capital structure and alternatives to improve each;
(5) Assist the Debtors in either raising new capital or the
term out, amendment or extension of existing debt facilities;
(6) Evaluate and pursue business combinations and
acquisitions;
(7) Assist the Debtors in developing a strategy to effectuate
one or more transactions; and
(8) Provide such other advisory services as are customarily
provided in connection with the analysis and negotiation of any of
the transactions.
Restructuring Services
(1) Analyze various restructuring scenarios and the potential
impact of these scenarios on the value of the Debtors and the
recoveries of those stakeholders impacted by the restructuring;
(2) Provide strategic advice with regard to restructuring or
refinancing the Debtors' obligations;
(3) Provide financial advice and assistance to the Debtors in
developing a restructuring;
(4) In connection therewith, provide financial advice and
assistance to the Debtors in structuring any new securities to be
issued under a restructuring; and
(5) Assist or participate in negotiations with entities or
groups affected by the restructuring.
Financing Services
(1) Provide financial advice to the Debtors in structuring and
effecting a financing, identify potential investors, and, at the
Debtors' request, contact and solicit such investors; and
(2) Assist in the arranging of a financing, including
identifying potential sources of capital, assisting in the due
diligence process, and negotiating the terms of any proposed
financing, as requested.
Other Services
(1) Provide financial advice to the Debtors in structuring,
evaluating, and effecting a sales transaction, asset-level
transaction or acquisition transaction, identify potential
acquirers and, at the Debtors' request, contact and solicit
potential acquirers; and
(2) Assist in arranging and executing a sales transaction,
asset-level transaction or acquisition transaction, including
identifying potential targets, buyers or parties-in-interest,
assisting in the due diligence process, and negotiating the terms
of any proposed transaction, as requested.
Perella will be compensated as follows:
(1) Monthly Financial Advisory Fee: A monthly retainer fee of
$150,000.
(2) Sales Fee: In the event of a sales transaction, a fee
equal to
1.0% of the applicable "transaction value," payable promptly upon
consummation of the transaction.
(3) Acquisition Fee: In the event of an acquisition
transaction, a fee equal to 1.0% of the applicable transaction
value, payable
promptly upon consummation of the transaction.
(4) Asset Fee: In the event of an asset-level transaction, a
fee equal to 1.5% of the applicable transaction value, payable
promptly upon consummation of the transaction.
(5) Financing Fee: In the event of a financing (including any
debtor-in-possession financing) effected to fund an asset-level
transaction, debt financing, debt exchange, or an equity financing,
a fee payable promptly upon commitment of the "gross committed
funds" associated with such financing (or, in the case of a debt
exchange, the effectiveness of such exchange), equal to: (a) 1.5%
of the applicable gross committed funds in any "Drillco;" (b) 1.0%
of the applicable gross committed funds in any debt financing,
including any DIP financing; (c) 3.0% of the applicable gross
committed funds in any equity financing; and (d) 1.0% of the
principal amount of the liabilities exchanged in any debt
exchange.
(6) Restructuring Fee: In the event of a restructuring, a fee
equal to 1.0% of the par value of any debt obligations materially
modified, restructured or discharged, earned and payable promptly
upon consummation of a restructuring or, if earlier, confirmation
by the bankruptcy court of a restructuring; provided, however, that
in the event the Debtors contemplate filing a "prepackaged" or
"pre-arranged" bankruptcy, then (x) to the extent funds are
available, $7,450,000 of the restructuring fee shall be payable at
the earlier of (i) approval by the Debtors of a restructuring
support agreement, lock-up agreement or similar agreement or (ii)
the launch of a solicitation of votes for a pre-packaged
reorganization plan and (y) the remaining unpaid restructuring fee
shall be payable promptly upon confirmation by the bankruptcy court
of a restructuring.
(7) Credit Agreement Amendment Fee: In the event of a credit
agreement amendment, a fee equal to $1 million. One-half of such
fee shall be credited (without duplication) against any sales fee,
acquisition fee, asset fee, financing fee, or restructuring fee
subsequently payable by the Debtors.
(8) TPH Breakup Fee: In the event an agreement in principle,
letter of intent, definitive agreement or similar agreement
regarding a transaction is entered into and the transaction
contemplated by such agreement is not consummated and the Debtors
or any of their affiliates receive (whether on one or several
occasions) a termination, breakup, topping, other similar fee,
deposit or any other form of compensation or expense reimbursement
or is granted an option of other similar right, whether payable in
cash, property or securities ("breakup fee"), the Debtors shall pay
TPH an amount, in cash ("TPH breakup fee") equal to the lesser of
(x) 25% of the fair market value (at the time of payment) of any
such breakup fee or (y) the aggregate fees that TPH would have
received if the transaction had been consummated. Any TPH breakup
fee shall be payable to TPH upon receipt by the Debtors of any such
breakup fee.
In the 90 days prior to the petition date, the Debtors paid $9.85
million in fees and $19,529.26 in expenses to Perella for
pre-bankruptcy services rendered and expenses incurred. In
addition, the firm received $917,120.79 in compensation prior to
the 90 days prior to the petition date.
Douglas McGovern, a partner at Perella, disclosed in court filings
that the firm is "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code.
Perella can be reached through:
Douglas McGovern
Perella Weinberg Partners, LP
767 Fifth Avenue
New York, NY 10153
Phone: +1 212.287.3200
About Gulfport Energy Corp.
Gulfport Energy Corporation (NASDAQ: GPOR) --
http://www.gulfportenergy.com/-- is an independent natural gas and
oil company focused on the exploration and development of natural
gas and oil properties in North America and a producer of natural
gas in the contiguous United States. Headquartered in Oklahoma
City, Gulfport holds significant acreage positions in the Utica
Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer
plays in Oklahoma. In addition, Gulfport holds non-core assets
that include an approximately 22% equity interest in Mammoth Energy
Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil
Sands in Canada through its 25% interest in Grizzly Oil Sands ULC.
Gulfport Energy reported net loss of $2.0 billion for the year
ended Dec. 31, 2019 as compared to net income of $430.6 million for
the year ended Dec. 31, 2018. As of June 30, 2020, Gulfport had
$2.58 billion in total assets, $2.35 billion in total liabilities,
and $231.34 million in total stockholders' equity.
As of Sept. 30, 2020, Gulfport had $2,375,559,000 in assets and
$2,520,336,000 in liabilities.
Gulfport and its subsidiaries sought Chapter 11 protection (Bankr.
S.D. Tex. Lead Case No. 20-35562) on Nov. 13, 2020.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis LLP as their bankruptcy
counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Alvarez
& Marsal North America, LLC as restructuring advisor; and Perella
Weinberg Partners L.P. and Tudor, Pickering, Holt & Co. as
financial advisor; and PricewaterhouseCoopers LLP as tax services
provider. Epiq Corporate Restructuring LLC is the claims agent.
Wachtell, Lipton, Rosen & Katz is counsel for the special committee
of Gulfport's Board of Directors while Chilmark Partners is the
financial advisor.
Katten Muchin Rosenman LLP is counsel for the special committee of
the governing body of each Debtor other than Gulfport while M-III
Parnters, LP is the financial advisor.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Nov. 27,
2020. The committee is represented by Norton Rose Fulbright US LLP
and Kramer Levin Naftalis & Frankel, LLP.
GULFPORT ENERGY: Units Tap Financial Advisor for Special Committee
------------------------------------------------------------------
Gulfport Appalachia, LLC, and nine other subsidiaries of Gulfport
Energy Corp. seek approval from the U.S. Bankruptcy Court for the
Southern District of Texas to hire M-III Advisory Partners, LP.
The firm will serve as financial advisor to the special committee
of the boards of directors of each of the subsidiaries. The
special committee is composed of Stefan Selig and Andrew Kidd.
M-III will provide independent financial advisory services relating
to the investigation commenced by the special committee into
whether any potential claims or causes of action exist with respect
to any intercompany transaction in which one or more conflicts
exist or may exist between Gulfport Energy Corp. and its
subsidiaries. These services include:
a. reviewing and analyzing Gulfport Energy's 2017 and 2019
corporate restructurings;
b. advising the special committee's legal counsel Katten
Muchin Rosenman, LLP or the directors on issues arising from such
restructurings and any other issues relating to the business or
Gulfport Energy;
c. assisting Katten and the directors in evaluating,
structuring, and negotiating the terms and conditions of any
proposed plan of reorganization, or any alternative pursued by
Gulfport Energy; and
d. assisting Katten and its other advisors on any
investigations and analysis of potential claims against Gulfport
Energy or any of its stakeholders.
The firm will be paid at these rates:
Managing Partner $1,225
Senior Managing Director $1,100
Managing Director $925 - $1,050
Director $750 - $850
Vice President $675
Senior Associate $575
Associate $495
Analyst $395
M-III received a retainer of $250,000. Prior to the petition date,
from time to time, the firm sought and received replenishment of
the retainer. The firm applied the retainer to pre-bankruptcy fees
and expenses totaling $509,815.66. After those amounts were
applied to time spent and expenses incurred before the petition
date, M-III held, and continues to hold, surplus funds in the
amount of $81,681.47.
Colin Adams, a senior managing director at M-III, 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:
Colin M. Adams
M-III Advisory Partners, LP
1700 Broadway, 19th Floor
New York, NY 10019
Phone: (212) 202-2299/(212) 202-2200
E-mail: cadams@m3-partners.com
info@m3-partners.com
About Gulfport Energy Corp.
Gulfport Energy Corporation (NASDAQ: GPOR) --
http://www.gulfportenergy.com/-- is an independent natural gas and
oil company focused on the exploration and development of natural
gas and oil properties in North America and a producer of natural
gas in the contiguous United States. Headquartered in Oklahoma
City, Gulfport holds significant acreage positions in the Utica
Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer
plays in Oklahoma. In addition, Gulfport holds non-core assets
that include an approximately 22% equity interest in Mammoth Energy
Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil
Sands in Canada through its 25% interest in Grizzly Oil Sands ULC.
Gulfport Energy reported net loss of $2.0 billion for the year
ended Dec. 31, 2019 as compared to net income of $430.6 million for
the year ended Dec. 31, 2018. As of June 30, 2020, Gulfport had
$2.58 billion in total assets, $2.35 billion in total liabilities,
and $231.34 million in total stockholders' equity.
As of Sept. 30, 2020, Gulfport had $2,375,559,000 in assets and
$2,520,336,000 in liabilities.
Gulfport and its subsidiaries sought Chapter 11 protection (Bankr.
S.D. Tex. Lead Case No. 20-35562) on Nov. 13, 2020.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis LLP as their bankruptcy
counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Alvarez
& Marsal North America, LLC as restructuring advisor; and Perella
Weinberg Partners L.P. and Tudor, Pickering, Holt & Co. as
financial advisor; and PricewaterhouseCoopers LLP as tax services
provider. Epiq Corporate Restructuring LLC is the claims agent.
Wachtell, Lipton, Rosen & Katz is counsel for the special committee
of Gulfport's Board of Directors while Chilmark Partners is the
financial advisor.
Katten Muchin Rosenman LLP is counsel for the special committee of
the governing body of each Debtor other than Gulfport while M-III
Parnters, LP is the financial advisor.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Nov. 27,
2020. The committee is represented by Norton Rose Fulbright US LLP
and Kramer Levin Naftalis & Frankel, LLP.
GULFSLOPE ENERGY: Incurs $2.4 Million Net Loss in Fiscal 2020
-------------------------------------------------------------
Gulfslope Energy, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$2.42 million on $0 of revenue for the year ended Sept. 30, 2020,
compared to a net loss of $13.72 million on $0 of revenue for the
year ended Sept. 30, 2019.
As of Sept. 30, 2020, the Company had $16.07 million in total
assets, $13.97 million in total liabilities, and $2.10 million in
total stockholders' equity.
The Company has incurred accumulated losses for the period from
inception to Sept. 30, 2020, of approximately $58.0 million, and
has negative working capital of approximately $10.3 million. For
the year ended Sept. 30, 2020, the Company has generated losses of
approximately $2.4 million and negative cash flows from operations
of approximately $0.4 million. As of Sept. 30, 2020, the Company
had $3.2 million of cash on hand. The Company estimates that it
will need to raise a minimum of $10 million to meet its obligations
and planned expenditures through December 2021. The $10 million is
comprised primarily of drilling capital expenditures as well as
general and administrative expenses. It does not include any
amounts due under outstanding debt obligations, which amounted to
$12.0 million of current principal and interest as of Sept. 30,
2020. The Company plans to finance its operations through equity
and/or debt financings, and strategic transactions to include
farm-outs, asset sales or mergers.
The Company stated, "Our policy has been to periodically raise
funds through the sale of equity securities on a limited basis, to
avoid undue dilution while at the early stages of execution of its
business plan. Short term needs have been historically funded
through loans from executive management. There are no assurances
that financing will be available with acceptable terms, if at all.
If the Company is not successful in obtaining financing, operations
would need to be curtailed or ceased. The accompanying financial
statements do not include any adjustments that might result from
the outcome of this uncertainty."
For the year ended Sept. 30, 2020, the Company used approximately
$0.4 million of net cash in operating activities, compared with
approximately $6.4 million of net cash used in operating activities
for the year ended Sept. 30, 2019. For the year ended Sept. 30,
2020, cash provided by investing activities was approximately $5.1
compared to approximately $10.6 million of cash used in investing
activities for the year ended Sept. 30, 2019. For the year ended
Sept. 30, 2020, the Company used approximately $2.7 million of net
cash in financing activities, compared with approximately $12.5
million received in financing activities for year ended Sept. 30,
2019.
Gulfslope added, "We will need to raise additional funds to cover
expenditures planned for 2021, as well as any additional,
unexpected expenditures that we may encounter. Future equity
financings may be dilutive to our stockholders. Alternative forms
of future financings may include preferences or rights superior to
our common stock. Debt financings may involve a pledge of assets
and will rank senior to our common stock. We have historically
financed our operations through private equity and debt financings.
We do not have any credit or equity facilities available with
financial institutions, stockholders or third-party investors, and
will continue to rely on best efforts financings. The failure to
raise sufficient capital could cause us to cease operations, or the
Company would need to sell assets or consider alternative plans up
to and including restructuring.
"We are party to various contractual obligations such as our office
lease obligation that is disclosed in the financial statements. We
do not have any other material contractual obligations Other
immaterial obligations may be reflected in our accompanying
consolidated financial statements."
Pannell Kerr Forster of Texas, P.C., in Houston, Texas, the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated Dec. 29, 2020, citing that the
Company has accumulated losses, and further losses are anticipated
in developing the Company's business, which raise substantial doubt
about its ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1341726/000158069520000455/gspe-10k_093020.htm
About GulfSlope
Headquartered in Houston, Texas, GulfSlope Energy, Inc. --
http://www.gulfslope.com-- is an independent crude oil and natural
gas exploration and production company whose interests are
concentrated in the United States Gulf of Mexico federal waters.
GulfSlope Energy commenced commercial operations in March 2013.
GulfSlope Energy was originally organized as a Utah corporation in
2004 and became a Delaware corporation in 2012.
HOUTEX BUILDERS: Court Rules on Claim Objections
------------------------------------------------
Judge Jeffrey P. Norman of the United States Bankruptcy Court for
the Southern District of Texas, Houston Division has ruled on
various claim objections that were filed in the case captioned IN
RE: HOUTEX BUILDERS, LLC, et al, 415 SHADYWOOD, LLC, 2203 LOOSCAN
LANE, LLC, CHAPTER 11, Debtor(s), Case Nos. 18-34658, 18-34659,
18-34660, Jointly Administered Order (Bankr. S.D. Tex.).
The debtors in this case are HouTex Builders, LLC, 415 Shadywood,
LLC, and 2203 Looscan, LLC.
Beginning in the mid 2000's Charles C. Foster and Robert Parker,
via various business entities, began to build residential homes in
the Houston area. In 2013 and 2014, they entered into contracts
for the business entities that are the debtors in this case.
Each of the debtors are special purpose entities set up to build
one or more multimillion-dollar homes. Foster and his wife, Lily,
are the members and managers of each of the debtors. However,
Foster is the de facto manager of all the debtor entities and his
wife has little or no involvement in the formation or management of
the debtor entities.
CD Homes is a home construction company. Parker's wife, Anna
Williams, is the purported owner of CD Homes while Parker is its
purported consultant. However, Parker appears in most, but not all
aspects to be its principal operator and manager. During 2013 and
2014, each of the debtors entered into a set of contracts with CD
Homes.
On August 23, 2018, the debtors filed three separate petitions for
relief under Chapter 11. On September 4, 2018, an order was
entered granting joint administration of the three debtors.
Claims were filed by CD Homes, Hyde Park and Williams. The claims
were filed by Parker, as the authorized agent of the claimants.
CD Homes filed three unsecured claims in the jointly administered
case:
-- Claim No. 12-1 filed on December 26, 2018 in the amount of
$14,011.15
-- Claim No. 13-1 filed on December 26, 2018 in the amount of
$1,567.83
-- Claim No. 16-1 filed on December 31, 2018 in the amount of
$500,000.00
There is no supporting documentation attached to Claim No. 16-1.
The amended Claim No. 16-2 increased the claim to $1,723,653.00,
yet still failed to attach any documentation in support of the
claim. The latest amendment, Claim No. 16-3, included one page
referencing various exhibits that have been filed in this case.
The debtors filed objections to each of these claims as part of an
amended omnibus objection, including an objection to 16-2. Claim
No. 16-3 was filed after that omnibus objection.
CD Homes also filed four separate unsecured claims in the Shadywood
case, all on December 26, 2018:
-- Claim No. 4-1 in the amount of $643.31
-- Claim No. 5-1 in the amount of $79,095.00
-- Claim No. 6-1 in the amount of $227,914.00
-- Claim No. 7-1 in the amount of $2,084.65
The debtors objected to these claims on June 23, 2020, and again in
the omnibus objection and the amended omnibus objection.
Two additional claims were filed by CD Homes in the Looscan case,
also all on December 26, 2018:
-- Claim No. 3-1 in the amount of $80,224.76.29
-- Claim No. 4-1 in the amount of $1,125.16
The debtors objected to these claims on June 23, 2020 and as part
of the amended omnibus objection on June 23, 2020.
The amended omnibus objection to these nine claims was filed in the
jointly administered case by the debtors on June 23, 2020 and
stated that CD Homes is responsible for the costs in the underlying
claims pursuant to the contractual documents signed by the parties.
Claimant Hyde Park filed unsecured claims in the HouTex case:
-- Claim No. 10-1 on December 26, 2018 in the amount of
$606,346.00
-- Claim No. 11-2 on December 26, 2018 in the amount of
$140,480.00
Hyde Park also filed an unsecured claim in the Shadywood case
-- Claim No. 8-2 on December 31, 2018 in the amount of
$79,095.00
-- Claim No. 9-2 on December 31, 2018 in the amount of
$227,914.00
An omnibus objection to Claims Nos. 10-1, 11-1, 8-2 and 9-2 was
filed in the jointly administered case by the debtors on September
19, 2019 stating that there is insufficient documentation to show
liability to the debtors and that CD Homes was responsible for the
costs in the underlying claims pursuant to the contractual
documents. On October 6, 2020, amended Claims 8-3 and 9-3 were
filed to include additional documentation.
Unsecured proof of claims were filed by Williams in each of the
three debtors' cases:
-- Claim No. 3-1 in the amount of $63,226.28 in the Shadywood
case
-- Claim No. 5-1 on December 26, 2018 in the amount of
$64,465.80
in the Looscan case
-- Claim No. 9-1 on December 26, 2018 in the amount of
$14,032.45
in the HouTex case
The debtors filed omnibus objections to the three claims in the
Shadywood case and the Looscan case on September 19, 2019.
An omnibus objection to these three claims was also filed in the
jointly administered case by the debtors on August 14, 2019 stating
that there is insufficient documentation to show liability of these
claims by any of the debtors and that CD Homes was responsible for
the costs in the underlying claims. In addition, the objection
states that CD Homes was responsible for the amounts claimed as set
forth in the contractual documents entered into between the debtors
and CD Homes.
Foster, the owner of the debtors, filed the remaining claim at
issue. He filed Claim No. 17-1 on December 31, 2018 in the amount
of $3,649,386.24 as a contingent secured claim, and as an unsecured
claim in the jointly consolidated case for payments made in 2017
and 2018 and distribution from the contractual relationship with CD
Homes.
CD Homes objected to this claim and the two following claims
stating that Foster is an insider of the debtors, received
preferential payments from the debtors, and that the claim is
contingent.
Foster also filed Claim No. 10-1 in the Shadywood case in the
amount of $694.164.7245, and Claim No. 7-1 in the Looscan case in
the amount of $941,212.1446 asserting a contingent secured claim
and an unsecured claim for payments made in 2018 and distribution
from the contractual relationship with CD Homes with contentions
similar to those in Claim No. 17-1.
The bases for the various claims from Williams, CD Homes and Hyde
Park are reimbursements for the amounts paid by CD Homes or other
entities owned by Williams for materials or services at the various
construction projects, or for notes purportedly issued to Jim Nored
and thereafter assigned to CD Homes or Hyde Park.
Judge Norman found that the evidence at this trial was that the
debtors did not cause any delays regarding the projects, instead it
was CD Homes that caused the delays, and CD Homes is therefore
liable for any costs associated with the delays. This includes the
claims of Williams, CD Homes, and Hyde Park. The judge also found
several claims filed by CD Homes to be duplicative and that the
debtors received no consideration for notes allegedly issued to
Nored.
Judge Norman thus ordered that objections to Claim Nos. 9, 10, 11,
12, 13, and 16 in the jointly administered case, Claim Nos. 3, 4,
5, 6, 7, 8, and 9 in the Shadywood case, and Claim Nos. 3, 4, 5 in
the Looscan case are sustained, and these claims are disallowed.
Based on the aforementioned sustained objections to claims filed by
CD Homes, Parker, and Williams, and the resulting disallowance of
their claims, Judge Norman held that those parties now lack
standing to object to Foster's filed claims. Alternatively, the
judge also found that CD Homes failed to provide any evidence in
support of their objections to the claims filed by Charles Foster.
Therefore, as to Foster's claims, Judge Norman ordered that
objections to Claim No. 17 in the jointly administered case, Claim
No. 10 in Shadywood, and Claim No. 7 in Looscan are overruled and
these claims are allowed.
A full-text copy of Judge Norman's Memorandum Opinion, dated
December 18, 2020, is available at https://tinyurl.com/yavaggen
from Leagle.com.
About HouTex Builders
Located at 17 Courtlandt Place, Houston, Texas 77006, HouTex
Builders, LLC, and affiliates 415 Shadywood, LLC and 2203 Looscan
Lane, LLC are privately held companies engaged in activities
related to real estate. 2203 Looscan, LLC and 415 Shadywood, LLC,
are special purpose entities established for the purpose of
constructing new houses. 2203 Looscan, LLC and 415 Shadywood, LLC,
are each owned 100% by Charles C. Foster and Lily Foster.
HouTex Builders, LLC, 415 Shadywood, LLC, and 2203 Looscan Lane,
LLC, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
18-34658) on Aug. 23, 2018. In the petitions signed by Charles C.
Foster, manager, the Debtors each estimated assets and liabilities
in the range of $1 million to $10 million and in the range of $1
million to $10 million.
Judge Jeffrey P. Norman presides over the cases.
The Debtors tapped Charles M. Rubio, Esq., at Diamond McCarthy,
LLP, as counsel.
HOVNANIAN ENTERPRISES: Egan-Jones Hikes Sr. Unsec. Ratings to CCC+
------------------------------------------------------------------
Egan-Jones Ratings Company, on December 23, 2020, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Hovnanian Enterprises Incorporated to CCC+ from
CCC.
Headquartered in Matawan, New Jersey, Hovnanian Enterprises, Inc.
provides homebuilding services.
IMAGEWARE SYSTEMS: Sells $500,000 Worth of Series D Preferred Stock
-------------------------------------------------------------------
ImageWare Systems, Inc. completed a subsequent closing of the sale
of its Series D Convertible Preferred Stock, par value $0.01,
initially consummated on Nov. 12, 2020. The Company sold an
additional 500 shares of Series D Preferred to certain accredited
investors at a purchase price of $1,000 per share in the Subsequent
Closing, resulting in additional gross proceeds to the Company of
$500,000. The Company expects to use these additional proceeds for
general working capital purposes.
The shares of Series D Preferred were offered and sold in a
transaction exempt from registration under the Securities Act of
1933, as amended, in reliance on Section 4(a)(2) thereof and Rule
506 D of Regulation D thereunder. Each investor represented that
it was an "accredited investor" as defined in Regulation D.
Amendment to Series D Convertible Preferred Stock
On Dec. 23, 2020, the Company filed the Amended and Restated
Certificate of Designations, Preferences, and Rights of Series D
Convertible Preferred Stock. The amendments to the Series D
Certificate, among other things, increased the authorized shares of
Series D Preferred from 26,000 to 28,500.
About ImageWare Systems
Headquartered in San Diego, CA, ImageWare Systems, Inc. --
http://www.iwsinc.com-- is a developer of mobile and cloud-based
identity management solutions, providing two-factor, biometric and
multi-factor cloud-based authentication solutions for the
enterprise. The company delivers next-generation biometrics as an
interactive and scalable cloud-based solution. ImageWare brings
together cloud and mobile technology to offer two-factor,
biometric, and multi-factor authentication for smartphone users,
for the enterprise, and across industries. The Company's products
are used to manage and issue secure credentials, including national
IDs, passports, driver licenses and access control credentials.
ImageWare recorded a net loss available to common shareholders of
$17.25 million for the year ended Dec. 31, 2019, compared to a net
loss available to common shareholders of $16.46 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$9.38 million in total assets, $12.91 million in total liabilities,
$9.40 million in series C convertible redeemable preferred stock,
and a total shareholders' deficit of $12.92 million.
Mayer Hoffman McCann P.C., in San Diego, California, the Company's
auditor since 2011, issued a "going concern" qualification in its
report dated May 15, 2020 citing that the Company does not generate
sufficient cash flows from operations to maintain operations and,
therefore, is dependent on additional financing to fund operations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
IMMUNSYS INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: ImmunSYS, Inc.
12 SE 7th Street, Suite 607
Fort Lauderdale, FL 33301
Business Description: ImmunSYS, Inc. --
www.immunsys.com -- is a clinical
-stage biopharmaceutical company focused on
developing innovative cancer immunotherapy
products to improve the lives of patients
with metastatic prostate cancer and other
metastatic solid tumors.
Chapter 11 Petition Date: December 31, 2020
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 20-24196
Judge: Hon. Peter D. Russin
Debtor's Counsel: Jeffrey P. Bast, Esq.
BAST AMRON LLP
One SE Third Avenue, Suite 1400
Miami, FL 33131
Tel: 305-379-7904
E-mail: jbast@bastamron.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Igor Keselman, CEO.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/GZMGFVQ/ImmunSYS_Inc__flsbke-20-24196__0002.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/7UOVM3Y/ImmunSYS_Inc__flsbke-20-24196__0001.0.pdf?mcid=tGE4TAMA
IN-SHAPE HOLDINGS: Shopcore Replaces Creative Drinks on Committee
-----------------------------------------------------------------
Andrew Vara, the U.S. Trustee for Region 3, appointed Shopcore
Properties, L.P., as new member of the official committee of
unsecured creditors in the Chapter 11 cases of In-Shape Holdings,
LLC and its affiliates.
Meanwhile, Creative Drinks, Inc., resigned as committee member.
The committee is now composed of:
1. Realty Income Corporation
Attn: Kirk Carson
11995 El Camino
San Diego, CA 92130
Phone: 858-284-5260
Email: kcarson@realtyincome.com
2. Froehlich 1995 Trust
Monika and Ralph Froehlich
P.O. Box 117512
Burlingame CA 94010
Phone: 650-207-7969
Email: monika.froehlich@sbcglobal.net
3. Shopcore Properties, L.P.
Attn: William McDonald
10920 Via Frontera, Suite 220
San Diego, CA 92127
Phone 858-798-1426
Email: wmcdonald@shopcore.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.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Dec. 29,
2020.
INTERTAPE POLYMER: Egan-Jones Hikes Senior Unsecured Ratings to BB
------------------------------------------------------------------
Egan-Jones Ratings Company, on December 23, 2020, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Intertape Polymer Group Incorporated to BB from BB-.
Headquartered in Montreal, Canada Intertape Polymer Group
manufactures polyolefin, plastic and paper-based packaging
products.
INTERURBAN HOUSING: Nissan Motor Objects to Plan & Disclosures
--------------------------------------------------------------
Secured Creditor Nissan Motor Acceptance Corporation objects to the
approval of the Disclosure Statement and confirmation of the
proposed Reorganization Plan of debtor Interurban Housing
Corporation.
Nissan Motor is the holder of a Simple Interest Retail Installment
Contract with Arbitration ("Contract") executed by the Debtor on
Nov. 18, 2016, which granted a security interest to Secured
Creditor in a 2016 Nissan Frontier bearing VIN 1N6AD0ER7GN757245
("Vehicle").
Secured Creditor objects that the Disclosure Statement and Plan do
not provide for Secured Creditor to receive the actual value of its
secured claim, in violation of 11 U.S.C Sec. 1129.
Secured Creditor further objects to the Disclosure Statement and
Plan in that the Plan proposes to sell the Vehicle for less than
the secured claim amount, and fails to state when the Vehicle will
be sold. Secured Creditor further objects as the Plan fails to
provide any adequate protection to Secured Creditor.
A full-text copy of Nissan Motor's objection dated Dec. 29, 2020,
is available at https://bit.ly/383Cn3V from PacerMonitor at no
charge.
Attorneys for Secured Creditor:
THE SUNDMAKER FIRM, L.L.C.
EARL F. SUNDMAKER, III
1027 Ninth St.
New Orleans, LA 70115
Tel: (504) 568-0515
Fax: (504) 568-0519
E-mail: trey@sundmakerfirm.com
Subchapter V Plan
Interurban Housing filed a Subchapter V Plan that says unsecured
creditors with claims totaling $145,361 will receive 10% of their
respective claims paid in equal installments over 24 months
commencing on Jan. 1, 2021. A copy of the Subchapter V Plan filed
Nov. 10, 2020, is available at https://bit.ly/3hD8f2g
About Interurban Housing Corporation
A Louisiana corporation, Interurban Housing Corporation owns and
operates a real estate oriented consultancy, wherein it buys,
renovates and sells both commercial and residential real estate.
It earns income via rents, as well as proceeds of sales, as well as
in construction project consultancy.
Interurban Housing Corporation filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La.
Case No. 20-11440) on Aug. 12, 2020. At the time of filing, the
Debtor estimated $1,000,001 to $10 million in both assets and
liabilities. Marc R Michaud at Sandler Michaud, LLC, represents
the Debtor.
Ryan James Richmond was appointed as Chapter 11 subchapter V
Trustee.
ISLET SCIENCES: Plan to Give Unsecureds 1.6% Ownership in Company
-----------------------------------------------------------------
Islet Sciences, Inc., submitted a Chapter 11 Plan of Reorganization
and a Disclosure Statement.
The Debtor has outstanding obligations in the principal amounts of
approximately (i) $2,000,000 of postpetition financing, (ii)
$1,955,221 of claims arising from litigation with the Petitioning
Creditors, and (iii) $6,723,569 of general unsecured debt.
The Plan provides for the reorganization of the Debtor as a going
concern and will significantly reduce the Debtor's debt, while
preserving liquidity, which in turn will result in a stronger and
delevered balance sheet. The Debtor intends to:
* issue shares of the New Equity to Western States Funding, LLC
("WSF") in accordance with the lender's DIP Facility, as amended,
which result in WSF owning approximately 11% of the Reorganized
Debtor;
* issue shares to unsecured creditors, with a reserve for the
Petitioning Creditors, which reserve is subject to the outcome of
the North Carolina Litigation, which result in the Petitioning
Creditors owning up to approximately 0.4% of the Reorganized Debtor
and General Unsecured Creditors owning 1.6%;
* existing Equity Interests will be issued their pro rata share
of the New Equity Interests, subject to dilution based on the
equity issues to WSF and unsecured creditors, leaving current
Equity Interest Holders owning 87% of the Reorganized Debtor.
Class 3 General Unsecured Claims totaling $6,723,569 are impaired.
The Debtor proposes to pay Holders of Allowed General Unsecured
Claims a pro rata distribution from the New Equity equal to 1.5% of
the value of the Reorganized Debtor, after the payment of allowed
administrative claims and priority claims. The Debtor believes the
amount available to be distributed to Holders Allowed General
Unsecured Claims will be the full amount of each Holders' Allowed
Claims.
A full-text copy of the Disclosure Statement dated Dec. 23, 2020,
is available at https://bit.ly/3mVMLPk from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
Samuel A. Schwartz, Esq.
SCHWARTZ LAW, PLLC
601 East Bridger Avenue
Las Vegas, NV 89101
Telephone: 702.385.5544
Facsimile: 702.385.2741
E-mail: saschwartz@nvfirm.com
About Islet Sciences
Islet Sciences, Inc., is a biotechnology company engaged in the
research, development, and commercialization of new medicines and
technologies for the treatment of metabolic diseases and related
indications covering unmet medical needs.
On May 29, 2019, creditors, namely, James Green, William Wilkison,
Brighthaven Ventures, LLC, Kevin M. Long, VACO Raleigh, LLC, Steve
Delmar, and Apex Biostatistics, Inc. (collectively, "Petitioning
Creditors") filed an involuntary Chapter 7 petition against Islet
Sciences (Bankr. D. Nev. 19-13366). The case was converted to one
under Chapter 11 on Sept. 18, 2019.
Judge Mike K. Nakagawa oversees the case.
The Debtor has tapped Brownstein Hyatt Arber Schreck LLP and
Schwartz Law PLLC as its legal counsel, Armstrong Teasdale LLP as
special litigation counsel, and Portage Point Partners LLC as
financial advisor.
The U.S. Trustee for Region 17 appointed a committee of unsecured
creditors on Nov. 26, 2019. The committee is represented by
Andersen Law Firm, Ltd.
ITT HOLDINGS: Fitch Lowers LongTerm IDR to 'BB+', Outlook Stable
----------------------------------------------------------------
Fitch Ratings has downgraded the ratings of ITT Holdings LLC (ITT)
including the Long-Term Issuer Default Rating (IDR) to 'BB+' from
'BBB-', and the senior unsecured notes to 'BB+'/'RR4' from 'BBB-'.
Fitch has removed the ratings from Rating Watch Negative and
assigned a Stable Outlook.
This rating action follows the closure of the acquisition of
International-Matex Tank Terminals (Macquarie Terminal Holdings LLC
or IMTT) by an affiliate of Riverstone Holdings LLC (Riverstone).
ITT is a wholly-owned subsidiary of IMTT. The transaction has been
funded with approximately $1.1 billion of rolled over existing
debt, approximately $1.16 billion of equity and a new $500 million
senior secured term loan at a newly formed holdco, RS Ivy Holdco,
Inc. (RS Ivy; BB-/Stable).
The Stable Outlook reflects Fitch's view that ITT's operations
should provide steady cash flows over the forecast period. ITT's
cash flows are supported by a diverse mix of counterparties with
81% of revenues coming from firm commitments in 2019. Fitch expects
utilization rates to remain in the 90's%, over the forecast period,
and several fully contracted growth projects are set to be
completed by YE 2021.
KEY RATING DRIVERS
Leverage Increasing: Prior to the Riverstone acquisition, ITT's
parent had a long-term leverage target for ITT of 3.5x-4.0x
although leverage had been higher and was 4.4x for the LTM 3Q20.
Fitch previously expected ITT to have leverage in the range of
4.0x-4.5x over the next several quarters. However, with the new
structure, ITT's parent will rely solely on distributions from ITT
to service its debt, and on a consolidated basis, Fitch expects
consolidated leverage to be approximately 6.3x at the end of 2021.
Parent Subsidiary Linkage: Fitch's approach to parent subsidiary
linkage has changed, and Fitch evaluates the holding company and
operating company on a consolidated basis given the holding
company's full reliance on the operating company to service its
debt. There is a link between ITT and RS Ivy with a strong
subsidiary and a weak parent. Legal ties are considered to be weak
as ITT does not provide upstream guarantees, and there are
provisions that restrict payments as well as intercompany loans.
Operational ties are also considered weak since ITT has its own
management team, a decentralized treasury and its own operations.
Given the stronger credit profile at ITT, Fitch notches its rating
up one from the consolidated credit profile.
Utilization Up: ITT tended to have utilization in the low 90's%
regardless of the cost of commodities it stores until 2018 and
2019. Then utilization rates fell in the 80's%, and ITT took steps
to repurpose some liquid storage capacity on the Lower Mississippi
River. These efforts, along with demand resulting from changes in
market conditions driven by the coronavirus pandemic, brought
utilization rates up such that the average during 3Q20 was 95.8%,
up from 86% at the end of 2019. The weighted average (WA) contract
life is 1.7 years.
New Projects Drive Growth: In February 2020, ITT entered into a
long-term lease agreement with Diamond Green Diesel a joint venture
(JV) owned by Darling Ingredients Inc. and, a subsidiary of Valero
Energy Corporation (VLO; BBB/Negative). The JV will use ITT's St.
Rose terminal and expand its renewable diesel facility in Norco,
LA. ITT will repurpose 790,000 barrels of storage capacity so it
can hold renewable diesel and its feedstock. ITT will also build
two five-mile pipelines to connect the two assets. The project will
require a significant amount of growth capex and is expected to be
in service in late 2021. The company also has a number of other
smaller projects underway.
Strategically Located Assets: ITT has the competitive advantage of
having strategically located bulk liquid terminal facilities with
significant market share in its two primary locations: the New York
Harbor and on the Lower Mississippi River. Storage assets in New
York Harbor are focused on gasoline and distillates while storage
in the Lower Mississippi River is more focused on heavy and
residual oil and petrochemicals.
Diverse Customers and Tariff Structure: ITT has a diverse mix of
customers and estimates that nearly two-thirds of its revenues come
from its top 20 customers, the majority of which are investment
grade. Its customers pay in advance for storage regardless of
whether or not product is stored. Contracted rates typically
increase according to annual inflation indices (CPI). Furthermore,
ITT typically passes through costs for heating and other services
to its customers for a profit. The WA contract life is two years.
Limited Asset Diversity: Fitch's concerns include a lack of
diversified assets, ITT's concentration of assets in two locations,
risk of contract rates declining when they come up for renewal and
ownership by a financial institution designed to distribute
dividends to common shareholders.
DERIVATION SUMMARY
On a consolidated basis, Fitch views ITT/RS Ivy as a 'BB' category
entity with a competitive advantage from strategic locations in the
New York Harbor and Lower Mississippi River. The rating also
reflects steady cash flow generation and leverage that is expected
to be approximately 6.3x at the end of YE21. ITT is notched up one
level from the consolidated credit profile to 'BB+'. The rating
reflects ITT's history of generating fairly steady cash flow, and
leverage on a stand-alone basis is expected to be approximately
4.5x at the end of 2021 and fall to approximately 4.0x by the end
of 2022.
ITT's 'BB+' rating reflects its competitive advantage of its
strategic locations and also factors in its small size and scale
versus other similarly rated issuers. Buckeye Partners LP (BPL;
BB/Stable) has much greater size, scale and diversity than ITT.
Both ITT and Buckeye have financial sponsors, but leverage at ITT
is much lower on a stand-alone basis.
ITT is higher rated than peer TransMontaigne Partners LLC (TLP;
BB/Stable), a terminaling company operating in 20 U.S. states, with
slightly less capacity than its closest comparable within Fitch's
midstream coverage universe. Both companies operate diversified
petroleum liquids storage assets strategically located across the
U.S. Both companies have assets that make up critical portions of
the regional petroleum value chain where operated, although ITT is
viewed as having a much stronger presence in its two markets. ITT
is roughly 13% larger than TLP by storage capacity. Leverage at TLP
is expected to decline toward 4.0x over the forecast horizon while
ITT/RS Ivy is expected to have leverage around 6.3x at the end of
2021. However, ITT greatly benefits from the having EBITDA that is
approximately double the size of TLP.
NuStar is rated 'BB-' and is larger and more diverse than ITT/RS
Ivy with approximately 36% of EBITDA from storage, 62% from
pipelines and 2% for fuels marketing. Leverage is expected to be
5.6x-6.1x by YE21, which is in line with, or better than, forecast
consolidated leverage at ITT/RS Ivy. However, NuStar's FFO interest
coverage is much weaker versus other 'BB' issuers such as ITT/ RS
Ivy and Buckeye.
ITT/RS Ivy's leverage profile and cash flow generation is
significantly better than the consolidated profile for Tallgrass
Energy Partners, LP (Opco)/Prairie ECI Acquiror LP (Opco). Fitch
forecasts Tallgrass to have YE 2021 leverage of 7.5x (which is
proportionally consolidated for Rockies Express Pipeline LLC). Its
consolidated credit profile is deemed to be 'B+', its Holdco's IDR
is 'B+' and the Opco, Tallgrass is 'BB-'.
KEY ASSUMPTIONS
Fitch's key assumptions within the agency's rating case for the
issuer include:
-- Utilization rates remain in the 90's;
-- Revenues grow significantly in 2022 as a result of large
projects coming online;
-- EBITDA margins are forecast to be approximately 52% in line
with historical rates;
-- On a consolidated basis, leverage will be approximately 6.3x
at YE 2021.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to a
positive rating action/upgrade:
-- Consolidated leverage (consolidated debt with equity credit
to-consolidated operating EBITDA) that is expected to be below
5.5x on a sustained basis;
-- A geographic expansion and/or asset diversification, by a
series of acquisitions or incremental growth projects, that
significantly increased ITT's cash flow generation.
Factors that could, individually or collectively, lead to a
negative rating action/downgrade:
-- Consolidated leverage (consolidated debt with equity credit
to-consolidated operating EBITDA) is expected to be above 7.0x
on a sustained basis;
-- Low storage utilization at ITT below 90% that results in
EBITDA deterioration on a sustained basis.
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
Liquidity Sufficient: As of December 2020, ITT no outstanding
borrowing on its $600 million senior unsecured revolving credit
facility due in December 2023 and $3 million in LOC. ITT also has
manageable maturity profile, with its nearest debt maturity being
its unsecured revolver expiring in 2023 and $325 million senior
unsecured notes due in 2025.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch removed a $39 million termination payment from 2019 revenues
and adjusted EBITDA. A standard multiple of 8.0x is applied to
operating lease expense to derive lease-equivalent debt.
ESG CONSIDERATIONS
ITT has an ESG Relevance Score of '4' for Group Structure and
Financial Transparency. This is due to its sponsor, RS Ivy Holdco,
Inc., and the potential for less financial flexibility. This has a
negative impact on the credit profile and is relevant to the rating
in conjunction with other factors.
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.
JAMUNA TAXI: Court Confirms Chapter 11 Plan
-------------------------------------------
Jamuna Taxi Corp. won confirmation of its Fifth Amended Chapter 11
Plan.
Judge Stuart M. Bernstein approved the Disclosure Statement
pursuant to 11 U.S.C. Sec. 1125. The judge also confirmed the Plan
pursuant to 11 U.S.C. Sec. 1129(a), and approved the Stipulation
Resolving Secured Claim of OSK VIII, LLC attached to the Plan.
According to the Amended Disclosure Statement, the parties have
reached an agreement of mutually acceptable terms in full
resolution of all claims held by OSK VIII LLC, the majority
creditor in this case. OSK VIII agreed to reduce its allowed
secured claim to $190,000, which the Debtor will pay in 60
consecutive monthly installments of $1,777. Unsecured creditors
will receive full distributions of their unsecured claim amounts.
A copy of the Plan Confirmation Order dated Nov. 30, 2020, is
available at https://bit.ly/2X3NV0T
About Jamuna Taxi Corp.
Jamuna Taxi Corp., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 19-13304) on Oct. 17, 2019, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Thomas A. Farinella, Esq., at the Law Office of Thomas A.
Farinella, P.C.
JB HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: JB Holdings of Hobe Sound, LLC
2400 SE Federal Highway
4th Floor
Stuart, FL 34994
Business Description: JB Holdings owns 4.88 acres of unimproved
real estate located in Hobe Sound, Florida,
having a current value of $1.5 million.
Chapter 11 Petition Date: December 31, 2020
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 20-24182
Judge: Hon. Mindy A. Mora
Debtor's Counsel: Dana Kaplan, Esq.
KELLEY, FULTON & KAPLAN, P.L.
1665 Palm Beach Lakes Blvd
The Forum - Suite 1000
West Palm Beach, FL 33401
Tel: 561-491-1200
E-mail: dana@kelleylawoffice.com
Total Assets: $1,510,000
Total Liabilities: $504,526
The petition was signed by John Doyle, manager.
The Debtor stated it has no unsecured creditors.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/YRJC5UI/JB_Holdings_of_Hobe_Sound_LLC__flsbke-20-24182__0001.0.pdf?mcid=tGE4TAMA
JMR100 LLC: Southern Star Says Plan Not Feasible
------------------------------------------------
Southern Star Capital, LLC, the original lender and is the current
servicer of a Note and Deed of Trust on the piece of real property
that is more commonly known as 99.963 unimproved acres in Parker
County, Texas, which is sole asset (the "Real Property") of debtor
JMR100, LLC, objects to the Debtor's Disclosure Statement.
Southern Star claims that the Debtor defaulted under the terms of
the Promissory Note by not making payments as required and by not
paying the note when due, and asserts that:
* the Debtor fails to disclose its loan history with Southern
Star, primarily that it only made 6 payments since the inception of
the loan.
* the Debtor fails to disclose that despite its goal of
developing the Real Property, no work has been performed on the
Real Property to develop it since the loan was made in February
2019. In fact, the Real Property remains raw land.
* the Debtor provides no budget for development and no source of
funds or income to complete the budget.
* the Debtor fails to disclose that it has several related
companies that are also in default to Southern Star and are
currently in bankruptcy and that the principal for all these
companies, which appears to be JMJ Development, LLC, is currently
in default for $6,155,000 in loans just to Southern Star not to
mention other entities.
* the Debtor fails to disclose that several state courts have
rejected its legal arguments disputing the Southern Star debt.
"It appears the Debtor's Plan rests on funding from an undisclosed
source with no real attached budget to complete the development.
The Debtor has no income and has filed a Plan that is not feasible.
It is believed that entitles formed and controlled by the
potential funding is in default for multiple millions of debt. The
Court should further disapprove the Amended Disclosure Statement
because this Plan can never be confirmed," Southern Star told the
Court.
Attorney for Southern Star:
Robert W. Buchholz
555 Republic Drive, Suite 490
Plano, Texas 75074
Tel: 214-999-1999
214-754-5500
Fax: 214-754-9100
E-mail: bob@attorneybob.com
A full-text copy of Southern Star's objection dated Dec. 29, 2020,
is available at https://bit.ly/34ZHlwy from PacerMonitor at no
charge.
Plan and Disclosure Statement
The Debtor has filed a Reorganization Plan that says Class 4
Allowed General Unsecured Claims will be paid in full in nine equal
monthly installments of principal and interest, commencing on the
first day of the first calendar month following the Effective Date
and continuing on the first day of each month thereafter until paid
in full. Interest will begin to accrue on the Effective Date at
the rate of 2% per annum. This Class is Impaired and any holder of
a Claim in this class is entitled to vote to accept or reject the
Plan.
The Plan will be funded by the Debtor through the profits the
Debtor will earn through the sale of developed residential lots to
homebuilders or others.
A copy of the Disclosure Statement dated Nov. 25, 2020, is
available at:
https://bit.ly/3ndoDrO
About JMR100, LLC
Based in Aledo, Texas, JMR100, LLC classifies its business as
Single Asset Real Estate (as defined in 11 U.S.C. Section
101(51B)). It owns 99.663acres of unimproved land situated in the
T. & P. RR. Co. Survey, Abst. No. 1509 located on White Settlement
Road in Parker County near Aledo, Texas. It intends to divide and
develop the Property into residential lots for sale to homebuilders
or others for profit.
JMR100, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 20-42790) on Sept. 1, 2020. The
petition was signed by Tim Barton, president.
At the time of the filing, the Debtor estimated assets of between
$1 million and $10 million and liabilities of the same range.
Judge Edward L. Morris oversees the case.
Joyce W. Lindauer Attorney, PLLC, is the Debtor's legal counsel.
JTS TRUCKING: Has Until March 1, 2021 to File Plan & Disclosures
----------------------------------------------------------------
Judge James J. Robinson of the U.S. Bankruptcy Court for the
Northern District of Alabama, Eastern Division, has entered an
order within which the deadline for debtor JTS Trucking, LLC, to
file the Plan and Disclosure Statement is extended until March 1,
2021.
A full-text copy of the order dated Dec. 29, 2020, is available at
https://bit.ly/3aZIR5D from PacerMonitor at no charge.
About JTS Trucking
JTS Trucking LLC, a trucking company based in Albertville, Alabama,
sought protection under Chapter 11 of the Bankruptcy Court (Bankr.
N.D. Ala. Case No. 20-40423) on March 6, 2020, listing under $1
million in both assets and liabilities. The petition was signed by
Susan M. Lowden, its member. The Debtor tapped Harry P. Long,
Esq., at the Law Offices of Harry P. Long, LLC, as its counsel;
Bill Massey and MDA Professional Group, PC as its accountants; and
Kevin Lowery and RE/MAX The Real Estate Group as broker and
property manager for the Debtor's estate.
KB US HOLDINGS: Unsecured Creditors Out of Money in Sale Plan
-------------------------------------------------------------
KB US Holdings, Inc., and its debtor affiliates filed a Third
Amended Plan and a corresponding Disclosure Statement on December
17, 2020.
Following an auction on Oct. 13, 2020, Acme Markets Inc. emerged as
the winning bidder for substantially all assets of the Debtors.
The Court approved the sale on Oct. 26, 2020. The sale transaction
provides for the sale of 27 of the Debtors' 35 stores for a
purchase price of $96.4 million in cash, plus the assumption of
approximately $25 million in underfunded pension liabilities and
certain additional liabilities. The sale also requires approval of
the Federal Trade Commission.
In connection with the sale, the Debtors' Board of Directors is
expected to approve that certain Kings Super Markets, Inc.
Severance Pay Plan for Non-Union Employees, which provides for
payments to seventeen employees in the Debtors' corporate office
who have not received employment offers from Acme. The eligible
employees are essential to the Debtors' operations and the
successful consummation of the sale transaction.
The Debtors are continuing to market six of the eight stores that
are not included in the sale transaction. The Debtors closed the
remaining two stores in September 2020. After the sale to Acme and
any sale of any of the Debtors' remaining six stores are
consummated, any remaining assets of the Debtors will be liquidated
pursuant to the Plan.
The Debtors intend to effectuate the sale transaction on or before
the Effective Date, followed by the wind-down of any remaining
affairs of the Debtors after the Effective Date.
As of the Petition Date, the Debtors had outstanding funded debt
obligations in the amount of $114,238,935 in the aggregate under
the Prepetition Credit Agreement, consisting of (i) $111,238,935,
including $10,679,602 in accrued and unpaid interest with respect
to Term Loans, (ii) 3,000,000 with respect to Revolving Loans, and
(iii) $4,555,000 with respect to undrawn Letters of Credit. In
addition to their funded debt obligations, the Debtors had $20.5
million in trade payables as of the Petition Date.
Pursuant to the Plan, holders of prepetition secured loan claims
will recover up to 100%. Holders of general unsecured claims,
deficiency claims, and equity interests will recover 0% and are
deemed to reject the Plan.
A full-text copy of the Third Amended Disclosure Statement dated
December 17, 2020, is available at https://bit.ly/38zcwjo from
PacerMonitor at no charge.
Attorneys for the Debtors:
Vincent Indelicato
Timothy Q. Karcher
PROSKAUER ROSE LLP
Eleven Times Square
New York, New York 10036
Charles A. Dale
PROSKAUER ROSE LLP
One International Place
Boston, MA 02110
Steve Y. Ma
PROSKAUER ROSE LLP
2029 Century Park East, Suite 2400
Los Angeles, CA 90067-3010
About KB US Holdings, Inc.
KB US Holdings, Inc., is the parent company of King Food Markets
and Balducci's Food Lover's Market.
Headquartered in Parsippany, N.J., Kings Food Markets has been a
specialty and gourmet food market across the East Coast. In 2009,
Kings Food Markets acquired specialty gourmet retail grocer,
Balducci's Food Lover's Market. As of the petition date, the
Debtors operate 35 supermarkets across New York, New Jersey,
Connecticut, Virginia, and Maryland.
KB US Holdings and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-22962)
on Aug. 23, 2020. At the time of the filing, the Debtors disclosed
assets of between $100 million and $500 million and liabilities of
the same range.
Judge Sean H. Lane oversees the cases.
The Debtors tapped Proskauer Rose LLP as their legal counsel, Peter
J. Solomon as investment banker, Ankura Consulting Group LLC as
financial advisor, and Prime Clerk LLC as claims, noticing and
solicitation agent.
KEAST ENTERPRISES: Unsecured Creditors to Recover 46.5% in Plan
---------------------------------------------------------------
Debtors Keast Enterprises, Inc., Cyclone Cattle LLC, and Hatswell
Farms Inc. filed a Third Amended Plan and a Third Amended
Disclosure Statement.
According to the documents attached to proofs of claim of Midstates
Bank, N.A., as of the Petition Date, the total principal balance of
the Class 2(c) Claim was $5,098,248. Prepetition interest was
$489,260, equaling a total prepetition Claim of $5,587,508. For
purposes of the Plan, the Class 2(c) Claim is considered to be
primarily secured by first mortgages on real property located in
Pottawattamie County, Iowa. Based on the Debtors' calculations,
the Class 2(c) Allowed Secured Real Estate Claim shall be
$1,920,122.
Producers and the Debtor entered into a settlement agreement,
approved by the Court on Dec. 10, 2020, in which the parties agreed
that Producers shall be determined to have held an unsecured claim
in the amount of $1,949,756 as of the Petition Date, without
credit, deduction, reduction or offset of any amount of
postpetition payments received by Producers pursuant to the Court's
prior cash collateral order, resulting in a net Allowed General
Unsecured Claim of $1,949,756. Such Allowed General Unsecured
Claim shall be afforded the treatment provided Holders of Class 13
General Unsecured Claims.
The Class 13 Claims consist of Allowed General Unsecured Claims,
including Rejection Damages Claims other than the Allowed Class 12
Claims. Beginning January 31, 2021 and continuing thereafter for
the next nine years, the Debtor will pay $1,740,600 in payments at
the rate of $193,400 per year in at least quarterly distributions
to the Holders of Class 13 Allowed General Unsecured Claims through
pro rata distributions. The Holders of Class 13 Claims shall
receive a distribution equal to 46.5% of the Allowed amount of
their Claims.
A full-text copy of the Third Amended Disclosure Statement dated
December 22, 2020, is available at https://bit.ly/2WUr3AS from
PacerMonitor at no charge.
Counsel to the Debtor:
Jeffrey D. Goetz
Krystal R. Mikkilineni
Bradshaw, Fowler, Proctor & Fairgrave, P.C.
801 Grand Avenue, Suite 3700
Des Moines, IA 50309-8004
Tel: (515) 246-5880
Fax: (515) 246-5808
E-mail: goetz.jeffrey@bradshawlaw.com
mikkilineni.krystal@bradshawlaw.com
About Keast Enterprises
Keast Enterprises Inc. and Hatswell Farms, Inc., are engaged in
corn and soybeans farming. Cyclone Cattle LLC owns a cattle feed
lot.
The Debtors filed Chapter 11 petitions (Bankr. S.D. Iowa Lead Case
No. 18-00856) on April 17, 2018. At the time of filing, Keast
Enterprises disclosed $10.08 million in assets and $15.11 million
in liabilities.
Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave
P.C., is the Debtor's counsel. McGrath North Mullin & Kratz, PC
LLO, is the special counsel. JT Korkow, d/b/a Northwest Financial
Consulting, is its financial advisor.
The U.S. Trustee for Region 12 appointed an official committee of
unsecured creditors on May 11, 2018. The committee retained Sugar
Felsenthal Grais & Helsinger LLP as its legal counsel.
KINSER GROUP: First Financial Makes Sec. 1111(b) (2) Election
-------------------------------------------------------------
A hearing on Kinser Group LLC's Plan is scheduled for Jan. 4, 2021
at 11:00 a.m.
According to a Dec. 24 filing, First Financial Bank has elected
under 11 U.S.C. Sec. 1111(b)(2) to have its claim treated as a
fully secured claim.
Kinser Group filed a Fourth Amended Plan of Reorganization on Dec.
28, 2020. Under the Plan, First Financial Bank's secured claim in
Class 3 will be treated pursuant to one of two options:
-- Option 1. If FFB does not make a Section 1111(b)(2)
Election, FFB's treatment under the Plan will be in accordance with
either scenario, at FFB's election.
* Retain Both Hotels. The FFB Secured Claim will be allowed
in the amount of $5,748,000 plus all cash on hand as of the
Confirmation Date. The Reorganized Debtor will make interest only
payments for 23 months, principal and interest payments for the
next 83 consecutive months, and all outstanding principal and
interest on the date that is 108 months after the first payment
date.
* Surrender Holiday Inn Property. The Reorganized Debtor
will surrender the Holiday Inn Property to FFB on the Effective
Date pursuant to a deed in lieu of foreclosure in exchange for a
$5,200,000 credit against the amount of the Total FFB Claim. In
full and final satisfaction of the FFB Secured Claim (which will
pertain only to the Comfort Inn Property after the Holiday Inn
Property is surrendered), the FFB Secured Claim will be allowed in
the amount of $1,848,000, which will be paid with interest only
payments for 23 months, principal and interest payments for the
next 83 consecutive months, and all outstanding principal and
interest on the date that is 108 months after the first payment
date.
-- Option 2. If, and only if, FFB timely makes a Section
1111(b)(2) Election, then the FFB Secured Claim will be allowed in
the amount of the Total FFB Claim. The value of FFB's Collateral
will be set at $5,748,000 plus all cash on hand as of the
Confirmation Date estimated to be approximately $200,000. In full
and final satisfaction of the Total FFB Claim, the Reorganized
Debtor will make payments to FFB as follows: (i) beginning on the
beginning on the first day of the calendar month that is at least
30 days after the Effective Date (the "First FFB Payment Date") and
continuing on the same day for 71 consecutive months thereafter,
payments will be paid by the Reorganized Debtor in the amount of
$17,500, and (ii) the remaining amount of the Total FFB Claim will
be due: (x) on the date that is 72 months after the First FFB
Payment Date in the amount of $6,260,734, or (y) the date the
Hotels are sold to a third party in the amount of the then existing
remaining balance of the Total FFB Claim as of the closing date of
such sale.
General unsecured claims in Class 5 are impaired. Each holder of
an allowed unsecured claim will be paid a pro rata share of each of
the Creditor Fund Payments.
"Creditor Fund Payments" means the payments distributed annually by
the Reorganized Debtor to the holders of allowed claims in Class 5.
Creditor Fund Payments will be made by the Reorganized Debtor
commencing March 1, 2022, and will be made on that same date
annually thereafter until March 1, 2024. The Creditor Fund
Payments will be in an aggregate amount equal to the lesser of (i)
10% of the Positive Cash Flow (if any) for the prior calendar year,
or (ii) $15,000.
All payments under the Plan that are due on the Effective Date will
be funded from the cash held by the Reorganized Debtor or the
proceeds of the new investment. On the Effective Date, interest
holders will contribute the New Investment of $100,000 to the
Reorganized Debtor.
The Reorganized Debtor's managers will continue to be Ken Edwards
and Grace Hotels, LLC.
A full-text copy of the Fourth Amended Plan of Reorganization dated
December 28, 2020, is available at https://bit.ly/38QjHE0 from
PacerMonitor.com at no charge.
A copy of the Revised Financial Projections is available at
https://bit.ly/2Mn6UkI
Attorneys for Debtor:
Isaac M. Gabriel, Esq.
Hannah R. Torres, Esq.
Michael Galen, Esq.
Quarles & Brady LLP
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391
TELEPHONE 602.229.5200
E-mail: isaac.gabriel@quarles.com
hannah.torres@quarles.com
michael.galen@quarles.com
About Kinser Group LLC
Kinser Group LLC is in the hotels and motels business.
Kinser Group LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
20-09355) on Aug. 14, 2020. In the petition signed by Kenneth L.
Edwards, manager, the Debtor was estimated to have $1 million to
$10 million in both assets and liabilities. Isaac M. Gabriel,
Esq., at QUARLES & BRADY LLP, represents the Debtor.
LEED CORPORATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: The Leed Corporation
Green Cut Sprinklers & Landscaping
726 N. 350 E.
Shoshone, ID 83352
Business Description: The Leed Corporation is in the landscape
services business.
Chapter 11 Petition Date: December 31, 2020
Court: United States Bankruptcy Court
District of Idaho
Case No.: 20-409841
Debtor's Counsel: Aaron Tolson, Esq.
TOLSON & WAYMENT PLLC
2677 E. 17th Street Ste 300
Ammon, ID 83406
Tel: 208-228-5221
E-mail: ajt@aaronjtolsonlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lon Montgomery, president.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/GUD4W5I/Leed_Corporation_The__idbke-20-40984__0001.0.pdf?mcid=tGE4TAMA
LIGHTHOUSE RESOURCES: Amends Proposed Order on Sale of Wash. Assets
-------------------------------------------------------------------
Lighthouse Resources, Inc., and affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a notice of adjourned
hearing and revised proposed order in connection with the sale of
substantially all Millennium Assets, which include a ground lease
and aquatic lease in Longview, Washington, as well as other real
property, buildings, structures, and assets.
On Dec. 9, 2020, the Debtors filed the Motion. On Dec. 10, 2020,
the Court entered the Order Shortening and Limiting the Notice with
Respect to the Debtors' Bidding Procedures Motion for the Sale of
the Millennium Assets, scheduling a hearing on the Motion for Dec.
22, 2020 at 3:00 p.m. and requiring that objections to the Motion,
if any must be filed on or before Dec. 21, 2020 at 12:00 p.m.
(ET).
On Dec. 21, 2020, the Debtors filed the Notice of Adjourned Hearing
Regarding Motion, rescheduling the Hearing on the Motion for Jan.
5, 2021 at 11:00 a.m. and extending the Objection Deadline to Dec.
29, 2020 at 4:00 p.m. (ET). On Dec. 23, 2020, the Debtors filed
the Debtors' Motion for Entry of an Order (I) Approving the
Transition Services Agreement Between Millennium Bulk
Terminals-Longview, LLC and Northwest Alloys, Inc., (II)
Authorizing Rejection of Millennium Ground Lease and Certain
Related Agreements Effective as of Jan. 8, 2021, and (III) Granting
Related Relief, requesting approval of the transition services
agreement ("TSA") and authority to reject certain leases and
agreements.
Pursuant to section 2.6 of the TSA, the Debtors agreed to terminate
the sale process for Millennium Assets associated in any way with
the Ground Lease, including, without limitation, those contemplated
by Section 12 of the Ground Lease and to the extent the Motion asks
approval of such a sale process, the Debtors agreed to withdraw the
Motion related to such assets.
By the Notice, and consistent with section 2.6 of the TSA, the
Debtors withdraw the Motion solely with respect to the Millennium
Assets associated in any way with the Ground Lease and move forward
with the Motion with respect to the balance of the Millennium
Assets, including but not limited to, real property and related
assets owned by Barlow Point Land Co., LLC and Columbia Land Co.,
LLC, or either of those entities.
A revised form of the Revised Bidding Procedures Order (Exhibit A)
together with the revised proposed bidding procedures is attached
to the Motion. For the convenience of the Court and all parties in
interest, a blackline of the Revised Bidding Procedures Order
against the Proposed Bidding Procedures Order is also attached
thereto as Exhibit B.
The salient terms of the Revised Bidding Procedures are:
a. Bid Deadline: Feb. 11, 2021, at 5:00 p.m. (ET)
b. Initial Bid: The initial Overbid for the Washington Real
Property Assets will provide for total consideration to the Debtors
with a value that exceeds the value of the consideration under the
Baseline Bid by an incremental amount that is not less than: (i) $0
to $999,000 - Bid Increments of $10,000; (ii) $1 million to
$1,999,000 - Bid Increments of $50,000; and (iii) $2 million and up
- Bid Increments of $100,000.
c. Deposit: Each Bid must be accompanied by a cash deposit in
amount set forth in the Stalking Horse Agreement to be filed with
the Court, to be held in a non-interest-bearing escrow account to
be identified and established by the Debtors.
d. Auction: If the Debtors receive two or more Qualified Bids
with respect to All Assets or the same or similar Asset Package, as
applicable, then the Debtors will conduct the Auction to determine
the Successful Bidder(s) with respect to such Assets. The Auction
will take place at 11:00 a.m. (ET) on Feb. 16, 2021 at the offices
of Jackson Kelly PLLC, 100 W. Main Street, Suite 700, Lexington,
Kentucky, or such later date, time, and location, as selected by
the Debtors, in consultation with the Consultation Parties.
e. Bid Increments: To be announced at the Auction
f. Sale Hearing: Feb. (TBD), 2021 at (TBD). (ET)
g. General Objection Deadline: Feb. 19, 2021 at 12:00 p.m.
(ET)
h. Any Qualified Bidder who has a valid and perfected lien on
any assets of the Debtors' estates and the right under applicable
non-bankruptcy law to credit bid claims secured by such liens, will
have the right to credit bid any portion and up to the entire
amount of their outstanding secured claims.
i. The Contract Objection Deadline: Feb. 15, 2021 at 12:00
p.m. (ET)
The hearing on the Motion is rescheduled for Jan. 15, 2021 at 10:00
a.m. (ET). The Objection Deadline has been extended to Jan. 8,
2021 at 4:00 p.m. (ET).
A copy of Exhibits A and B is available at https://bit.ly/2X6oICM
from PacerMonitor.com free of charge.
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.
LINDBLAD EXPEDITIONS: S&P Cuts Sec. Credit Facility Rating to 'B-'
------------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Lindblad
Expeditions Holdings Inc.'s existing senior secured credit facility
(comprising a $45 million revolver and a $200 million term loan B)
to 'B-' from 'B' and revised its recovery rating on the debt to '3'
from '2' due to the reduced recovery prospects for the existing
lenders following the company's issuance of an incremental $85
million Main Street loan (unrated), which is pari passu with--and
incurred as a new tranche under--the existing credit facility. The
'3' recovery rating indicated its expectation for meaningful
(50%-70%; rounded estimate: 55%) recovery for lenders in the event
of a payment default. The credit facility is issued under
Lindblad's subsidiaries Lindblad Expeditions LLC and Lindblad
Maritime Enterprises Ltd. The company's $85 million Main Street
Loan follows the standard terms for the U.S. Federal Reserve's Main
Street lending program, including a relatively low interest rate,
interest that is paid in kind (PIK) for the first year of the
facility, amortization of 15% in years three and four of the loan,
and a final bullet payment of 70% at maturity in year five. The
company plans to use the proceeds from the facility for general
corporate purposes that are not prohibited by the Coronavirus Aid,
Relief, and Economic Security (CARES) Act and to pay fees and
expenses.
S&P said, "While we view the incremental liquidity provided by this
transaction as credit positive, our 'B-' issuer credit rating and
negative outlook on Lindblad are unchanged because we expect the
company's credit measures to remain very weak through 2021 because
of a prolonged suspension of sailings, a potentially slower
resumption of voyages, and the incremental debt and debt-like
convertible preferred stock issuances it undertook in 2020 to
support its liquidity. There remains a high degree of uncertainty
around when and how Lindblad will resume sailings and its recovery
prospects following the COVID-19 pandemic are unclear. The negative
outlook reflects that we could lower our ratings on Lindblad at any
time over the next year if we are no longer confident its revenue
and cash flow will begin to recover starting in the second half of
2021, which we assume under our base-case forecast. This could
cause the company's liquidity position to deteriorate and lead us
to conclude that its capital structure may be unsustainable."
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
S&P said, "We revised our recovery rating on Lindblad's senior
secured credit facility to '3' from '2' and lowered our issue-level
rating to 'B-' from 'B'. The '3' recovery rating indicates our
expectation for meaningful (50%-70%; rounded estimate: 55%)
recovery for lenders in the event of a payment default."
Simulated default assumptions.
-- S&P assumes Lindblad would reorganize as a going concern in the
event of a default. S&P's simulated default scenario contemplates a
default occurring in 2022 stemming from a material decline in its
cash flows following a pandemic, weather-related, geopolitical, or
other high-impact, low-probability event that forces some ships out
of service over an operating season or following a material
pull-back in discretionary spending in the U.S., particularly among
Lindblad's target demographic.
-- S&P uses a combined enterprise value and discrete asset value
approach to value Lindblad given that the company financed its
polar ice class vessel (Endurance) with a separate committed senior
secured export credit facility (unrated) and has secured export
credit financing for Resolution that it expects will be fully drawn
upon delivery (expected in late 2021).
-- The export credit facilities are guaranteed up to 70% by the
official export credit agency of Norway.
-- To value the polar ice class vessels (Endurance and
Resolution), it applies a 20% discount to the cost of the ships.
The value from the vessels first satisfies the outstanding claims
under the export credit facility for which it serves as collateral.
Any residual value or deficiency is then allocated toward the
recovery of Lindblad's senior secured credit facility. In S&P's
analysis, there is no residual value available for the senior
secured credit facility.
-- The remaining company value is split between the U.S. and
non-U.S. valuations because the commitments under Lindblad's term
loan are split between a U.S. borrower and a Cayman Islands
borrower. Although the U.S. borrower obligations have a more
limited security and guarantee package, the term loan includes
loss-sharing provisions that will equalize losses among the lenders
to the U.S. and Cayman borrowers to equalize the recovery
percentages among lenders.
-- S&P assumes Lindblad's $45 million revolver is 100% drawn at
default.
Simplified waterfall
-- Emergence EBITDA: $33 million
-- EBITDA multiple: 6x
-- Gross recovery value: $198 million
-- Net recovery value after administrative expenses (5%): $188
million
-- Obligor/nonobligor valuation split: 10%/90%
-- Value available from obligor and 65% pledge of nonobligor: $129
million
-- Value available from remaining 35% of nonobligor: $59 million
-- Total value available for secured debt: $188 million
-- Estimated secured debt: $335 million
-- Recovery expectations: 50%-70% (rounded estimate: 55%)
Note: All debt amounts include six months of prepetition interest.
LSC COMMUNICATIONS: JB Hunt Out as Committee Member
---------------------------------------------------
The U.S. Trustee for Region 2 disclosed in a court filing that as
of Dec. 29, 2020, these creditors are the remaining members of the
official committee of unsecured creditors in the Chapter 11 cases
of LSC Communications, Inc. and its affiliates:
1. Flint Group North America Corp.
17177 N. Laurel Park Drive, Suite 300
Livonia, Michigan 48152
Attention: Jason Albosta, Legal Counsel
Telephone: 734-781-4585
2. A.J. Jersey, Inc.
125 Saint Nicholas Avenue
South Plainfield, NJ 07080
Attention: David Rizzo
Telephone: 908-754-7333
3. Pension Benefit Guaranty Corporation
1200 K Street, N.W.
Washington, D.C. 20005
Attention: Michael Strollo
Supervisory Financial Analyst
Telephone: 202-326-4000
4. Graphic Communications Conference of the International
Brotherhood of Teamsters National Pension Fund
455 Kehoe Blvd, Suite 101
Carol Stream, Illinois 60188
Attention: George N. Smetana, Administrator
Telephone: 630-871-7733
5. Charles L. Winchester
3320 Sanctuary PT.
Fort Myers, Florida 33905
Telephone: 908-403-6895
6. Scot H. Smith
1125 South Race Street - #206
Denver, Colorado 80210
Telephone: 720-273-5985
JB Hunt Transport, Inc., was previously identified as member of the
creditors committee. Its name no longer appears in the new
notice.
About LSC Communications
LSC Communications, Inc. is a Delaware corporation established in
2016 with its headquarters located in Chicago. It offers a broad
range of traditional and digital print products, print-related
services, and office products. LSC Communications has offices,
plants and other facilities in 28 states, as well as operations in
Mexico, Canada and the United Kingdom. Visit http://www.lsccom.com
for more information.
LSC Communications and its affiliates filed a Chapter 11 petition
(Bankr. S.D.N.Y. Lead Case No. 20-10950) on April 13, 2020. In its
petition, LSC Communications estimated $1.649 billion in assets and
$1.721 billion in liabilities. Andrew B. Coxhead, chief financial
officer, signed the petition.
The Debtors tapped Sullivan & Cromwell LLP and Young Conaway
Stargatt & Taylor LLP as their bankruptcy counsel, Evercore Group
LLC as investment banker, AlixPartners LLP as restructuring
advisor, and Prime Clerk as notice, claims and balloting agent.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in the Debtors' Chapter 11 cases on April 22,
2020. The committee tapped Stroock & Stroock & Lavan, LLP and
Levenfeld Pearlstein, LLC as its legal counsel, Alvarez & Marsal
North America, LLC as its financial advisor, Jefferies LLC as
investment banker, and Prime Clerk LLC as information agent.
LUCKY RABBIT: Asks for More Time to File Reorganization Plan
------------------------------------------------------------
Lucky Rabbit, LLC, d/b/a Misuta Chow's, filed a motion for an
order extending the time fixed pursuant to 11 U.S.C. Sec.
1121(e)(2) by which to file a plan and disclosure statement to
April 7, 2021.
The Debtor intends to prepare and propose an operating Chapter 11
plan of reorganization.
However, in order to prepare and propose an Operating Chapter 11
Plan of Reorganization, the Debtor needs additional time to assess
the overall viability and performance of its business moving
forward in order to prepare projections and develop a Plan to
address the claims of creditors. This is especially so in light of
the COVID-19 pandemic and the negative effect the pandemic has had
on the Debtor's business operation.
The Debtor has filed monthly operating reports, paid United States
Trustee fees, attended United States Trustee status conferences and
otherwise complied with the obligations of a debtor in possession
under Chapter 11 of the Bankruptcy Code.
A hearing on the Motion will be held on January 4, 2021 at 10:00
AM.
Attorneys for the Debtor:
Arthur G. Baumeister, Jr.
174 Franklin Street, Suite 2
Buffalo, New York 14202
Phone: (716) 852-1300
E-mail: abaumeister@bdlegal.net
About Lucky Rabbit
Lucky Rabbit, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 20-10406) on March 10,
2020. At the time of the filing, Debtor had estimated assets of
less than $50,000 and liabilities of between $100,001 and $500,000.
Judge Carl L. Bucki oversees the case. Baumeister Denz, LLP, is
the Debtor's legal counsel.
MALLINCKRODT PLC: Court Recommends Withdrawal from Mediation
------------------------------------------------------------
Judge Mary Pat Thynge of the United States District Court for the
District of Delaware recommended the withdrawal of the case from
mandatory mediation and that it proceed through the appellate
process of the Court.
Judge Thynge said that pursuant to paragraph 2(a) of the Procedures
to Govern Mediation of Appeals from the United States Bankruptcy
Court for this District dated September 11, 2012, the court
conducted an initial review, which included information from
counsel, to determine the appropriateness of mediation. She also
said that as a result of the screening process, the issues involved
in the case are not amenable to mediation and mediation at this
stage would not be a productive exercise, a worthwhile use of
judicial resources nor warrant the expense of the process.
Neither party believes that mediation would be productive and
requested that the appeal be removed from mandatory mediation.
The case is In re MALLINCKRODT PLC, et al., Chapter 11, Debtors.
CITY OF ROCKFORD, Appellant, v. URMILA PARANJPE BAUMANN; EXPRESS
SCRIPTS HOLDING CO.; EXPRESS SCRIPTS, INC.; CURASCRIPT, INC. d/b/a
CURASCRIPT SP SPECIALTY PHARMACY; PRIORITY HEALTHCARE CORP.;
PRIORITY HEALTHCARE DISTRIBUTION, INC. d/b/a CURASCRIPT SD
SPECIALITY DISTRIBUTION; ACCREDO HEALTH GROUP, INC; and UNITED
BIOSOURCE LLC f/k/a UNITED BIOSOURCE CORP., Appellees, Case Nos.
20-12522 (JTD), BK Adv. No 20-50850 (JTD), BK BAP No. 20-55, C. A.
No. 20-1533-LPS, (D. Del.). A full-text copy of the
Recommendation, dated December 15, 2020, is available at
https://tinyurl.com/y7wjjupw from Leagle.com.
About Mallinckdrodt
Mallinckrodt is a global business consisting of multiple
wholly-owned subsidiaries that develop, manufacture, market and
distribute specialty pharmaceutical products and therapies. The
company's Specialty Brands reportable segment's areas of focus
include autoimmune and rare diseases in specialty areas like
neurology, rheumatology, nephrology, pulmonology and ophthalmology;
immunotherapy and neonatal respiratory critical care therapies;
analgesics; and gastrointestinal products. Its Specialty Generics
reportable segment includes specialty generic drugs and active
pharmaceutical ingredients. Visit http://www.mallinckrodt.comfor
more information.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware in the U.S. (Bankr. D.
Del. Lead Case No. 20-12522) to seek approval of a restructuring
that would reduce total debt by $1.3 billion and resolve
opioid-related claims against them.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell,
Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray
LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim
Securities LLC as investment banker; and AlixPartners LLP as
restructuring advisor. Prime Clerk, LLC is the claims agent.
The official committee of unsecured creditors retained Cooley LLP
as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon
Advisers LLC as its financial advisor.
On Oct. 27, 2020, the Office of the United States Trustee for
Region 3 appointed an official committee of opioid related
claimants (OCC). The OCC tapped Akin Gump Struss Hauer & Feld LLP
as its lead counsel, Cole Schotz as Delaware co-counsel, Province
Inc., as financial advisor, and Jefferies LLC as investment
banker.
MALLINCKRODT PLC: New PharmaTop Resigns as Committee Member
-----------------------------------------------------------
Andrew Vara, the U.S. Trustee for Region 3, announced in a court
filing that New PharmaTop LP resigned from the official committee
of unsecured creditors appointed in the Chapter 11 cases of
Mallinckrodt plc and its affiliates.
As of Dec. 29, 2020, the members of the committee are:
1. Acument Global Technologies, Inc.
Attn: Shelley Wagner
502 Industry Drive
Spencer, TN 38585
Phone: 815-544-7550
Fax: 815-544-7514
Email: swagner@acument.com
2. Commodore Bowens, Jr.
Administrator for Estate of Commodore Bowens
3. U.S. Bank Trust National Association
Attn: Julie Becker
60 Livingston Avenue, EP-MNWS1D
St. Paul, MN 55107
Phone: 651-249-0465
Email: Julie.becker@usbank.com
4. AFSCME District Council 47 Health and Welfare Fund
Attn: Robert McAllister, Administrator
1606 Walnut Street, Fifth Floor
Philadelphia, PA 19103
Phone: 215-893-3771
Email: BMcAllister@DC47.org
About Mallinckdrodt
Mallinckrodt is a global business consisting of multiple
wholly-owned subsidiaries that develop, manufacture, market and
distribute specialty pharmaceutical products and therapies. The
company's Specialty Brands reportable segment's areas of focus
include autoimmune and rare diseases in specialty areas like
neurology, rheumatology, nephrology, pulmonology and ophthalmology;
immunotherapy and neonatal respiratory critical care therapies;
analgesics; and gastrointestinal products. Its Specialty Generics
reportable segment includes specialty generic drugs and active
pharmaceutical ingredients. Visit http://www.mallinckrodt.com/for
more information.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware in the U.S. (Bankr. D.
Del. Lead Case No. 20-12522) to seek approval of a restructuring
that would reduce total debt by $1.3 billion and resolve
opioid-related claims against them.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell,
Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray
LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim
Securities LLC as investment banker; and AlixPartners LLP as
restructuring advisor. Prime Clerk, LLC is the claims agent.
The official committee of unsecured creditors retained Cooley LLP
as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon
Advisers LLC as its financial advisor.
On Oct. 27, 2020, the Office of the United States Trustee for
Region 3 appointed an official committee of opioid related
claimants (OCC). The OCC tapped Akin Gump Struss Hauer & Feld LLP
as its lead counsel, Cole Schotz as Delaware co-counsel, Province
Inc., as financial advisor, and Jefferies LLC as investment banker.
MANZANA CAPITAL: Urban Buying San Diego Property for $900K
----------------------------------------------------------
Manzana Capital, Inc., asks the U.S. Bankruptcy Court for the
Southern District of California to authorize the sale of the real
property located at 2504 C Street, San Diego, California to Urban
California Real Estate, Inc. for $900,000, subject to overbid.
A hearing on the Motion is set for Jan. 14, 2021 at 2:00 p.m.
The proposed sale is in the best interest of the estate and within
the sound business judgment of the Debtor. It will be sold and
transferred by grant deed; and subject to all easements, recorded
restrictions and covenants running with the land.
The salient terms of the sale are:
a. Close of escrow will be on or before 28 days after entry of
a final order of the Court approving the sale; however, if a stay
pending appeal has been issued prior to close of escrow, then
Seller at his sole discretion exercised in good faith can terminate
the escrow without any liability to the Buyer and its deposit is
refundable. Additionally, at its option (1) the Buyer may
terminate the escrow, or (2) the Buyer may choose to wait and allow
escrow to remain open until either Buyer wishes to terminate the
escrow or until seven business days after the stay is lifted or
otherwise is terminated.
b. The Buyer has provided a $25,000 deposit.
c. The Buyer has provided proof of funds on deposit as well as
a statement that those funds will be remain on deposit until the
close of escrow.
d. Title to the Real Property will be transferred by a grant
deed.
e. The Real Property will be sold free and clear of liens,
encumbrances and interests with the liens of secured creditor Diane
J. Milberg DDS 401K Plan to be paid through escrow -- all other
liens or encumbrances will attach to the sale proceeds in order of
their validity, priority, enforceability and amount; however the
Real Property will be sold subject to all easements, covenants,
conditions, rents, and other matters, whether of record or not, as
of the date of the close of escrow with the exception of any
purported rights of persons currently occupying the Real Property.
f. There will be no broker fees.
g. The sale is subject to overbid with the initial increment
of $20,000 and thereafter $10,000 increments. Any party/person
interested in overbidding in an all cash offer must by 2:00 p.m. on
Jan. 12, 2021, email the Debtor's counsel Daniel Masters, at
masters@lawyer.com, a copy of a $25,000 cashier's check payable to
a duly licensed escrow company; proof of funds on deposit in an
amount sufficient to consummate the sale; and a statement that they
are interested in overbidding and the funds on deposit will remain
on deposit until the close of escrow. Overbidders requiring
financing must by the same date and time send an email to the
Debtor's counsel Daniel Masters at masters@lawyer.com with a copy
of a $25,000 cashier's check payable to a duly licensed escrow
company and a letter from a financial institution demonstrating
that the interested party has prequalified for a loan in an amount
up to and exceeding its overbid. Qualified bidders must attend the
hearing on Jan. 14, 2021 at 2:00 p.m. by dialing Judge Adler's
courtroom at 866-434-5269 access code 8111598.
h. The Buyer will take possession of the Real Property with
whatever personal property remains in it at the time of the close
of escrow and must discuss disposition of the personal property
with the Debtor's counsel.
i. If the successful bidder is unable to perform then, the
Debtor has the authority to offer the Real Property to the next
highest bidder without further notice to creditors.
From the close of escrow and subject to submittal of a verification
and demands from creditors, the following liens, and encumbrances
will be paid: (i) secured claims of Diane J. Milberg DDS 401K Plan
- approximately $638,728; (ii) closing Costs to be determined; and
(iii) Property Taxes to be determined.
Regarding the stay of the sale pursuant to FRBP Rule 6004(h),
interest on the secured debt accrues in the approximate amount of
$171 per day. Accordingly, the Debtor respectfully asks a waiver
of the 14-day stay in F.R.B.P. Rule 6004(h) in order to avoid
incurring additional interest charges.
A copy of the Offer is available at https://bit.ly/38G2rkE from
PacerMonitor.com free of charge.
About Manzana Capital
Manzana Capital, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 20-04045) on Aug. 10, 2020, disclosing
under $1 million in both assets and liabilities. Daniel Masters,
Esq., is the Debtor's legal counsel.
METRO PUERTO RICO: Plan Filing Deadline Moved to Mid-February
-------------------------------------------------------------
Judge Enrique S. Lamoutte has granted Metro Puerto Rico LLC's
motion for an extension of time of 45 days to file a Chapter 11
Plan and a Disclosure Statement.
The Debtor previously obtained a Dec. 22 extension of the deadline.
In seeking a 45-day extension (until Feb. 13), the Debtor
explained that the two pending motions will impact the Debtor's
ability to perform under the Plan. The Debtor said it will be in a
better position to file the corresponding plan and disclosure
statement after the court rules on the motion under 11 U.S.C. Sec.
362 and the motion to dismiss.
About Metro Puerto Rico
Metro Puerto Rico LLC filed its voluntary petition under Chapter 11
of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-01543) on March
31, 2020. The petition was signed by Felix I. Caraballo,
president. At the time of filing, the Debtor estimated $1 million
to $10 million in assets and $500,000 to $1 million in liabilities.
Judge Enrique S. Lamoutte oversees the case. Jose Prieto, of the
JPC LAW OFFICE, represents the Debtor.
MICHAELS STORES: Egan-Jones Hikes Senior Unsecured Ratings to B
---------------------------------------------------------------
Egan-Jones Ratings Company, on December 22, 2020, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Michaels Stores Incorporated to B from B-.
Headquartered in Irving, Texas, Michaels Stores, Inc. retails art
and craft products.
MILLER TOOL: MTD Automation Buying Business Assets for $400K
------------------------------------------------------------
Miller Tool & Die, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Michigan to authorize the private sale of
business assets to MTD Automation, LLC, for $400,000.
The principal assets of the Debtor's estate include business
equipment, fixtures, machinery, inventory, files, data, documents,
software and intangibles.
The Debtor has received an Asset Purchase Agreement from Automation
to purchase the Debtor's business assets.
Automation proposes to purchase the following assets from the
Debtor:
a. all of the Seller's equipment, fixtures, machinery,
furnishings, computers, inventory, tooling, supplies and related
materials, together with all accessions, parts, attachments,
accessories and appurtenances owned by Seller and located at 829
Belden Rd, Jackson, Michigan 49203;
b. all files, data, documents, instruments, papers, books and
records of every kind (in whatever form or medium) relating to the
Business, all records and lists pertaining to the Business, and
originals or copies of all books, ledgers, files, reports, plans,
drawings and operating records of every kind maintained by Seller
in connection with the Business; and
c. all of the Seller's intangible and other ancillary assets,
including computer software, trade secrets, customer lists, mailing
lists, business telephone numbers, domain names, and other
intellectual and intangible property.
The sale will be free and clear of Liens, Claims, and Encumbrances,
with such Liens, Claims, and Encumbrances to attach to the
proceeds.
The Debtor and Automation have negotiated the Asset Purchase
Agreement at a purchase price of $400,000.
The material terms of the APA are:
a. Automation is the purchaser of the Purchased Assets for
$400,000;
b. Upon the filing of this motion, Buyer has agreed to escrow
$25,000 as a good faith earnest money deposit;
c. In the event the sale does not close, the good faith
deposit will be returned to Automation as soon as practical;
d. The closing will occur as outlined in the APA;
e. As a condition of the APA, Debtor will transfer all of its
right, title and interest in the Purchased Assets to Buyer via a
Bill of Sale;
f. The sale is "as is, where is";
g. The price to be paid by the Buyer to the Debtor is based on
the full orderly liquidation value of the Purchased Assets; and
h. The sale is contingent upon Court approval.
Colliers International spent approximately 10 months actively
marketing the Purchased Assets to its clients that were suitable
prospects as a buyer or investment partners for the Debtor. It
specifically reviewed the Debtor opportunity with at least eight
specific Colliers' clients. While discussions of a sale ensued,
the pandemic hit, and the auto industry was shut down. The Debtor
was effectively shut down and all active operations were stayed.
Ultimately, one client of Colliers demonstrated a serious interest
in pursuing a purchase of the Purchased Assets. The potential
purchaser engaged in significant due diligence and the parties
actively negotiated an Asset Purchase Agreement. During that
process, the potential purchaser retained labor counsel to assist
in the analysis of the purchase agreement and the union and pension
fund obligations.
At that time, Debtor submitted a request to the IAM Pension Fund
for an estimate of the potential withdrawal liability. The Pension
Fund estimated that the withdrawal liability as of Dec. 31, 2019
for Debtor was approximately $1,034,404. Immediately upon learning
of the withdrawal liability, the potential purchase withdrew from
the transaction.
Independently and with the assistance of its consultants and
professionals, the Debtor has spent more than 6 months marketing
its assets to multiple potential purchasers. Several parties
toured the facility to determine if an offer would be made.
Due to the Pension Fund withdrawal liability, no party was willing
to purchase the Automation assets outside of an 11 U.S.C. Sec. 363
bankruptcy sale. The APA with Automation is the only offer after
numerous parties investigated the Debtor and therefore represents
the highest and best offer the Debtor will receive for the purchase
of its assets. The Debtor wishes to proceed with the sale of the
Purchased Assets to the Buyer.
The sale contemplated by the APA is the best recovery for the
Debtor's estate and will result in the greatest distribution to its
creditors. Other than the secured claim of Comerica Bank, the
Debtor does not believe that any liens, claims or encumbrances
exist against the Purchased Assets. However, to the extent that
there are liens, claims, or encumbrances against the Purchased
Assets, the Purchased Assets will be transferred free and clear of
liens, and such liens will attach to the proceeds of sale.
The sale proceeds, less any standard closing costs assessed against
the Seller, will be placed in an escrow account with the Debtor's
proposed counsel, Strobl Sharp PLLC, until the time of confirmation
of the Debtor's plan of liquidation or further order of the Court.
Upon the entry of an order directing the distribution of the sale
proceeds, Strobl Sharp PLLC, acting as escrow agent, will
distribute funds pursuant to such order.
Due to the need to transition the Purchased Assets as quickly as
possible and in order to protect and preserve the Purchased Assets,
the stay as set forth in Fed. R. Bank. P. 6004 (h) should be
waived.
About Miller Tool & Die
Founded in 1930, Miller Tool & Die, Inc. --
http://www.millertd.com/-- is a privately held company that
manufactures industrial machinery serving and supporting its
customers throughout North, South & Central America, Mexico,
Europe, and Asia.
Miller Tool & Die sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 20-52501) on Dec. 21, 2020. In the petition signed by
Patrick Miller, president, the Debtor disclosed total assets of
$2,905,993 and debt of $6,996,536. The Debtor tapped Lynn M.
Brimer, Esq., at Strobl Sharp PLLC, as counsel.
MOKHIM RASOOLI: Selling 3 Van Nuys Properties for $2.6 Million
--------------------------------------------------------------
Mokhim Rasooli asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of the following three
real properties located at and commonly known as:
(i) 7421 McLennan Avenue, Van Nuys, California, Assessor's
Parcel Number 2226-029-016, to Zohrab Tofanyan for $870,000;
(ii) 7429 McLennan Avenue, Van Nuys, California, Assessor's
Parcel Number 2226-029-015, to Angel and Claire Rosa for $870,000,
with $20,000 credited for recurring and nonrecurring closing costs;
and
(iii) 7435 McLennan Avenue, Van Nuys, California, Assessor's
Parcel Number 2226-029-014, to Darlene Augustin for $875,000.
The Debtor has five residential single-family real properties which
are his principal assets. Since 2017, the Debtor has worked to
subdivide the real property on which his personal residence is
situated into a total of five separate real property parcels, and
build four new single-family home residences on the four new
parcels. He successfully completed three of such residences which
are the Properties. None of the Properties are occupied nor have
they been rented to any tenant.
The fourth residence, 7424 Balboa Blvd., Van Nuys, California is
approximately half complete. It is estimated 7424 Balboa will
require at least $150,000 to $175,000 to complete, perhaps more,
and after completion is estimated to have a fair market value of
$900,000 to $950,000. The Debtor also has the adjacent Primary
Residence, which has an estimated current fair market value of
$880,000.
The Debtor's commencement of this bankruptcy case was precipitated
by the impending non-judicial foreclosure sale on all of the
Debtor's Properties on account of hard money loans from his
prepetition lender, KAR Properties, Inc. The loans went into
default due to a failure to close sale prepetition sale-purchase
transactions on 7421 McLennan in mid-2019 and early 2020. The
Debtor's general contractor, Naulu Construction, Inc., also filed
suit against the Debtor alleging non-payment of certain amounts
under their agreement to have the Properties and 7424 Balboa
constructed. The Debtor filed a cross-complaint against Naulu on
several counts, including breach of contract. Pursuant to Naulu's
claims, Naulu recorded mechanics liens in various amounts against
the Properties allegedly based upon the unpaid amounts of
construction services provided for each.
The encumbrances and mechanics liens recorded against the
Properties which the Debtor seeks to sell free and clear of are as
follows:
1. For All Properties: KAR has recorded a first deed of trust
on June 29, 2016 in the amount of $450,000, modified on Feb. 22,
2018 and on Aug. 30, 2018, allegedly encumbering the Properties in
the total amount of $1,342,625 as of the Petition Date (per KAR's
filed claim No. 7, which is disputed by the Debtor). KAR has
recorded a second deed of trust on Aug. 1, 2017 in the amount of
$370,000, modified on April 11, 2019 and July 26, 2019, allegedly
encumbering the Properties in the amount of $797,338 as of the
Petition Date (per KAR's filed claim No. 8, which is disputed by
the Debtor. KAR Encumbrance is evidenced by KAR's filed No 7 and
No. 8 Claims.
2. For 7421 McLennan: a deed of trust a $300,000 mechanics
lien recorded by Naulu Construction on Sept. 6, 2019; and a $7,230
mechanics lien recorded by Wireman, Inc. on April 28, 2020, for
which no complaint against the Debtor was recorded nor is known to
have been filed against the Debtor.
3. 7429 McLennan: a $300,000 mechanics lien recorded by Naulu
Construction on Sept. 6, 2019.
4. 7435 McLennan: a $210,000 mechanics lien recorded by Naulu
Construction on Sept. 6, 2019.
The Debtor disputes the validity and extent, in whole or in part,
of KAR's and Naulu's claims for various reasons, including but not
limited to significant construction defects and damages caused by
delays in completing and remedying construction defects. Through
Chapter 11 procedures, the Debtor will be able to make an orderly
determination of the claims against the Estate and formulate a
reasoned plan of reorganization with respect to claims allowed.
The Debtor has filed amended Schedule D indicating the Debtor
disputes the alleged secured claims of KAR and Naulu. The Debtor
will also be able to move forward with the sale of the Properties
generating proceeds to pay substantially all claims, and then
proceed with the final repair and completion of 7424 Balboa and
perhaps the completion and sale of the 7424 Property, to pay any
remaining outstanding allowed claims.
The Debtor has determined in its business judgment that the issues
presented in asking a reorganization of his assets through this
case, that the prompt sale of the Properties is in the best
interest of the Estate and creditors.
On Nov. 20, 2020, the Court entered its Overbid Procedures Order.
Pursuant to the Overbid Procedure Order, any qualifying overbids
must be submitted no later than three business days before the Sale
Hearing, or by Jan. 11, 2021, at 11:59 p.m.
The Properties were marketed and listed for sale on the local
multiple listing service, and the Debtor has received and accepted
the highest offers to purchase each of the Properties. The Debtor
proposes to sell the Properties to the respective Buyers free and
clear of all liens, claims, and interests.
The Debtor seeks to sell the Properties free and clear of the deeds
of trust of KAR, Defined Benefit Pension Plan and the mechanics
liens recorded on the Properties which are junior to the deeds of
trust of KAR, and which are as follows:
1. 7421 McLennan: $300,000 mechanics lien recorded by Naulu
Construction on Sept. 6, 2019; and a $7,230.00 mechanics lien
recorded by Wireman, Inc. on April 28, 2020.
2. 7429 McLennan: $300,000 mechanics lien recorded by Naulu
Construction on Sept. 6, 2019.
3. 7435 McLennan: $210,000 mechanics lien recorded by Naulu
Construction on Sept. 6, 2019.
The Debtor proposes to paying the net proceeds from the sales of
7421 McLennan and 7429 McLennan to KAR on account of the senior,
first priority deeds of trust recorded against said properties
(which are apparently superior to any of the mechanics liens),
provided however, the Debtor is not releasing or waiving any rights
to reclaim and force disgorgement of said payment to KAR if it is
determined that the extent and validity of KAR's claims against the
Estate and/or the counter-claims of the Estate against KAR justify
such disgorgement from KAR. The Debtor proposes that 7435 McLennan
be sold free and clear of the liens of KAR, with the secured
interests of KAR in 7435 McLennan to attach, to the extent and
validity of such interests, to the net sale proceeds 7435 McLennan
sale, which are to be held in a separate account pending further
order of the Court.
The salient terms of the proposed sales are:
a. Purchase Price: 7421 McLennan - (i) $870,000 with all
contingencies except for appraisal and loan contingencies waived by
prospective buyer, (ii) 7429 McLennan - $870,000 with a $20,000
credit for recurring and non-recurring closing costs, with all
contingencies waived except for appraisal and loan contingencies
waived by prospective buyer; and (iii) 7435 McLennan - gross
purchase price of $875,000 with all contingencies currently
remaining.
b. Deposits: The respective Buyers provided the Debtors with
proof of funds, and have made initial deposits of at least $25,000
with escrow. The Deposits will be refundable only if the
conditions to the sale are not satisfied or the Buyers are not the
successful bidder in the event qualifying overbids are received.
c. Express conditions to the sale include: (1) entry of a
Bankruptcy Court Order approving the sale free and clear of all
liens; (2) property sold in "as is, where is" condition; (3) and
standard contingencies.
d. The estimated taxes for the sales: The Debtor intends to
pay all outstanding real estate property taxes on each Property
from the respective proceeds from the sale of each Property. He
does not believe that there will be material tax consequences
arising from the proposed sales.
The projected commissions to be paid to the Debtor's real estate
broker, Seven Star Properties, Inc., and expenses of the proposed
sales, and net proceeds after payment of tax liens are:
a. 7421 McLennan Projected Closing:
Sale Price: $870,000
Brokers' Commissions (5% of gross sales price): ($43,500)
Title, escrow, recording charges (approximately):
($12,893)
Property Taxes 2020-2021 (1st Half) (approximately):
($3,700)
Property Taxes 2019 (approximately): ($6,793)
Estimated Net Proceeds: $803,115
b. 7429 McLennan Projected Closing:
Sale Price: $870,000
Brokers' Commissions (5% of gross sales price): ($43,500)
Title, escrow, recording charges (approximately):
($10,971)
Credits to Buyer for repairs: ($20,000)
Property Taxes 2020-2021 (1st Half) (approximately):
($3,596)
Property Taxes 2019 (approximately): ($7,114)
Estimated Net Proceeds: $784,819
c. 7435 McLennan Projected Closing
Sale Price: $875,000
Brokers' Commissions (5% of gross sales price): ($43,750)
Title, escrow, recording charges (approximately):
($11,516)
Property Taxes 2020-2021 (1st Half) (approximately):
($784)
Property Taxes 2019 (approximately): ($1,521)
Estimated Net Proceeds: $817,429
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Jan. 11, 2021 at 11:59 p.m.
b. Initial Bid: At least $10,000 greater than the current
offer
c. Deposit: $25,000
d. Auction: If Debtor receives a timely, conforming Overbid
for the Property, the Court will conduct an Auction of such
Property, in which all Qualified Bidders may participate.
e. Bid Increments: $1,000
f. Sale Hearing: Jan. 14, 2021 at 11:30 a.m.
g. The Successful Bidder must pay, at the closing, all amounts
reflected in the Best Bid and such other consideration as agreed
upon.
The Debtor intends to pay all real estate property taxes, if any,
from the sale of the Properties. He does not believe that there
will be material tax consequences arising from the proposed sale.
Finally, the Debtor asks the Court to eliminate the 14-day stay on
the effectiveness of any order approving the sales otherwise
applicable pursuant to Rule 6004(g).
The Court is to decide whether to approve the Debtor's proposed
sales, which are projected to net the Estate approximately
$2,425,000 after payment of tax liens, commissions, and other costs
of sale.
The Purchasers:
Zohrab Tofanyan
10804 Otsego St, Apt. 4
North Hollywood, CA 91601
Angel and Claire Rosa
1021 N. Orange Grove Ave, #8
West Hollywood, CA 90046
Darlene Augustin
14300 Terra Bella St., #48
Panorama City, CA 91402
Mokhim Rasooli sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 20-11205) on July 9, 2020. The Debtor tapped Terri Kinsley,
Esq., as counsel.
MOSIER MANAGEMENT: Jan. 4 Hearing on Disclosure Statement
---------------------------------------------------------
Mosier Management LLC has filed a Chapter 11 Plan of Liquidation
and a Disclosure Statement.
In June 2020, the Debtor sold substantially all of its property to
HIS German Autoparts LLC, the identified stalking horse bidder.
The sale proceeds, along with cash and collected receivables will
be distributed to the holders of allowed claims pursuant to the
Plan. Under the Plan, holders of unsecured notes in Class 1 and
unsecured non-priority claims will receive a pro-rata distribution
of "distribution funds" equally.
All of the Debtor's remaining assets will be used to pay current
administrative costs of the estate, including closing the cost of
dissolving the Debtor post confirmation, allowed administrative
claims, and then pro rata to the allowed claims in Classes 1 and 2.
At this time, the Debtor estimates that $190,000 will be available
for payment of claims.
Judge Robyn L. Moberly has entered an order setting a hearing to
consider the Disclosure Statement for Jan. 4, 2021 at 11:00 a.m.
EST, will be held by telephonic means 888-273-3658; access code
9247462.
A copy of the Disclosure Statement dated Nov. 23, 2020, is
available at:
https://bit.ly/3pHA10z
About Mosier Management
Mosier Management LLC, which operates under the name Adsit Company
-- https://www.adsitco.com/ -- specializes in parts exclusively for
Mercedes Benz automobiles.
Mosier Management sought protection under Chapter 11 of the
Bankruptcy Court (Bankr. S.D. Ind. Case No. 20-00640) on Feb. 3,
2020. In the petition signed by Josiah Mosier, sole member, the
Debtor was estimated to have $100,000 to $500,000 in assets and $1
million to $10 million in liabilities. Terry E. Hall, Esq., at
Terry Hall Law PC, represents the Debtor.
MYADERM INC: Investors Buying Common Shares at $1.3825 Per Share
----------------------------------------------------------------
Myaderm, Inc., asks the U.S. Bankruptcy Court for the District of
Colorado to authorize it to enter into a Securities Purchase
Agreement with certain investors, and to sell its shares of common
stock at a price of $1.3825 per share, for an aggregate offering
price of up to and including $300,000, which in no event will
result in the issuance of more than 217,001 shares of common
stock.
The Debtor is a Delaware corporation with a principal place of
business in Englewood, Colorado that manufactures
pharmacist-formulated Cannabidiol ("CBD") creams and topical CBD
products for skin care. It uses proven pharmaceutical technologies
to create innovative cannabinoid products that provide a
therapeutic benefit. Its products are manufactured in an
FDA-registered facility.
There are currently 95,000,000 authorized shares of the Debtor's
common stock and 80,533,298 unissued shares. It now proposes to
capture the potential value in these unissued shares for the
benefit of its estate by seeking approval to issue and sell its
shares to the Purchasers.
The Debtors ask the Court's permission to enter into a Securities
Purchase Agreement. Under the Agreement, the Debtor would sell
shares of its common stock having an aggregate offering price not
to exceed $300,000, which in no event will result in the issuance
of more than 217,001 shares of common stock. Pursuant to the
Agreement, the Purchasers are either accredited investors or
qualified institutional buyer, as defined under the Securities
Act.
Specifically, the Purchasers represent and warrant that at the time
such Purchaser was offered the Securities, it was, and at the date
hereof it is either: (i) an "accredited investor" as defined in
Rule 501 under the Securities Act or (ii) a "qualified
institutional buyer" as defined in Rule 144A(a) under the
Securities Act. Such Purchaser is not required to be registered as
a broker-dealer under Section 15 of the Exchange Act in connection
with the transactions contemplated thereby. The Purchasers further
acknowledge and understand that an investment in the Securities
involves a high degree of risk, including the potential for the
entire loss of the Purchaser's investment.
Assuming the accuracy of the Purchasers' representations and
warranties, no registration under the Securities Act is required
for the offer and sale of the Securities by the Company to the
Purchasers as contemplated thereby. The issuance and sale of the
Securities hereunder does not contravene the rules and regulations
of the Trading Market.
All the parties to the Agreement are responsible for paying their
own fees and expenses for any advisers, counsel, accountants, and
other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution,
delivery, and performance of the Agreement. Further, the Debtor
has not retained any broker in connection with the Stock Sale and
there will be no commissions or similar costs associated with the
Stock Sale.
The Debtor is currently in discussions with several investors who
are potential Purchasers, none of whom are insiders or affiliates
of the Debtor. Specifically, among the potential Purchasers, the
Debtor is currently in discussions with Leigh Severance and Michael
Barish, who are not affiliates of the Debtor.
The Debtor now asks relief from the Court to allow the Debtor to
capture the potential value of unissued shares of the Debtor for
the benefit of the Debtor's estate. By the Motion, it asks an
order authorizing, but not requiring, it (i) enter into the
Securities Purchase Agreement, and (2) issue up to and including
217,001 shares of common stock to the Purchasers, pursuant to the
Securities Purchase Agreement.
The contemplated Common Stock Sale present a unique opportunity for
the Debtor to raise capital on terms that are far superior to any
DIP financing. If successful, the Debtor would receive up to
$300,000, the net proceeds of which would be available for general
working capital and/or reorganization plan funding purposes.
The Debtor is currently about to close business deals with Rite Aid
and Giant Eagle and is also receiving multiple SKU purchase orders
from GNC. The initial load and inventory costs for to generate
revenue from these sales will be approximately $150,000 to
$200,000. The proceeds generated by the proposed Stock Sale will
be critical in funding these business opportunities, allowing the
Debtor to increase cash flow from its business operations for the
benefit of the bankruptcy estate. Unlike typical DIP financing,
the common stock issuance would not impose restrictive covenants on
the Debtor and would not impair any of the creditors of the Debtor.
Moreover, the stock issuance would carry no repayment obligations,
and the Debtor would not pay any interest or fees to the
Purchasers.
A copy of the Agreement is available at https://bit.ly/3mWwqtM from
PacerMonitor.com free of charge.
About Myaderm Inc.
Myaderm, Inc., based in Englewood, CO, filed a Chapter 11 petition
(Bankr. D. Colo. Case No. 20-14417) on June 28, 2020. In the
petition signed by Eric C. Smart, CEO, the Debtor was estimated to
have $500,000 to $1 million in assets and $1 million to $10 million
in liabilities. The Hon. Joseph G. Rosania Jr. oversees the case.
JAURIGUE LAW GROUP, serves as bankruptcy counsel to the Debtor.
NORDSTORM INCORPORATED: Egan-Jones Cuts Sr. Unsec. Ratings to CCC+
------------------------------------------------------------------
Egan-Jones Ratings Company, on December 21, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Nordstrom Incorporated to CCC+ from B. EJR also
downgraded the rating on commercial paper issued by the Company to
C from B.
Headquartered in Seattle, Washington, Nordstrom, Inc. is a fashion
retailer of apparel, shoes, and accessories for men, women, and
children.
NORTHWEST HARDWOODS: Unsecureds Unimpaired in Prepackaged Plan
--------------------------------------------------------------
Northwest Hardwoods, Inc., et al., have proposed a Prepackaged
Chapter 11 Plan of Reorganization that would reduce the Company's
debt by $270 million.
Secured noteholders have agreed to convert their $379 million of
secured notes into $110 million of new exit term loans and 99% of
the equity in reorganized Hardwood Holdings Inc. (HHI) (subject to
dilution by a management incentive plan). Existing equity holders
will receive 1% of the new common stock of Reorganized HHI.
Unsecured creditors are unimpaired under the Plan and will recover
100% of their claims.
Northwest Hardwoods on Dec. 28, 2020 filed a Second Amended Plan to
further fine-tune its proposed plan:
* The Second Amended Plan changes the definition of "Exculpated
Party" to "Debtors, and the Reorganized Debtors, the directors, and
officers of any debtors who served during any portion of the
Chapter 11 cases and the Debtors' professionals retained in the
Chapter 11 cases." The previous definition included the Debtors'
predecessors, successor, affiliates, equity holders, and
employees.
* The Second Amended Plan adds a provision indicating that the
Plan does not discharge, release or enjoin the assertion of
defenses by Holders of Claims, including but not limited to the
defense of setoff or recoupment, in response to any Cause of Action
asserted by the Debtors, Reorganized Debtors or other Released
Party.
* The Plan clarifies that all fees due and payable pursuant to
section 1930 of Title 28 of the U.S. Code ("Quarterly Fees") prior
to the Effective Date shall be paid by the Debtors on the Effective
Date. After the Effective Date, the Debtors and the Reorganized
Debtors shall be jointly and severally liable to pay and all
Quarterly Fees when due and payable.
A hearing to consider confirmation of the Plan is scheduled for
Jan. 6, 2021 at 11:00 a.m.
A full-text copy of the Second Amended Joint Prepackaged Chapter 11
Plan of Reorganization dated Dec. 28, 2020, is available at
https://bit.ly/3hBPLzn from PacerMonitor.com at no charge.
A copy of the notice of the confirmation hearing is available at:
https://bit.ly/2LknKA4
Proposed Co-Counsel to the Debtors:
David M. Feldman
J. Eric Wise
Matthew K. Kelsey
Alan Moskowitz
GIBSON, DUNN & CRUTCHER LLP
200 Park Avenue
New York, NY 10166
T: (212) 351-4000
F: (212) 351-4035
Sean M. Beach
Jacob D. Morton
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
T: (302) 571-6600
F: (302) 571-1253
About Northwest Hardwoods
Headquartered in Tacoma, Wash., Northwest Hardwoods, Inc., is the
largest United States manufacturer of North American hardwood
lumber based on sawmill capacity, with a current estimated annual
hardwood lumber capacity of approximately 320 million board feet.
Its North America operations include 20 facilities that produce
over 20 species of domestic hardwoods. Northwest Hardwoods serves
more than 2,000 active customers across over 60 countries.
Northwest Hardwoods and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 20-13005) on Nov. 23, 2020. The
Debtors were estimated to have $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
The Hon. Christopher S. Sontchi is the case judge.
The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel; Young Conaway Stargatt & Taylor, LLP as co-bankruptcy
counsel; and Huron Consulting Services LLC as financial advisor.
Prime Clerk is the claims agent.
The secured noteholders are represented by Willkie Farr & Gallagher
LLP as legal counsel and Guggenheim Securities, LLC, as financial
advisor.
OLMA-XXI INC: Bid to Extend Plan Approval Deadline Opposed
----------------------------------------------------------
Olma XXI, Inc., filed on Nov. 25, 2020, a Chapter 11 Small Business
Disclosure Statement and Chapter 11 Small Business Plan of
Reorganization.
Olma XXI filed on Nov. 30, 2020, a motion to extend its deadline to
confirm a Plan pursuant to 11 U.S.C. Sec. 1121(e).
On Dec. 22, 2020, Arkadi and Rita Katselnik filed an objection to
the Disclosure Statement, as well as the Debtor's motion to extend
the deadline to confirm the plan.
The Debtor is seeking a 'brief' extension the time by which its
Plan of Reorganization should be confirmed for an additional 120
days, through and including May 9, 2021. The Debtor said its first
request for an extension is warranted and necessary to afford the
Debtor a meaningful opportunity to pursue the chapter 11
reorganization process and build a consensus among economic
stakeholders, all as contemplated by chapter 11 of the Bankruptcy
Code.
"After being in bankruptcy as a small business debtor for more than
16 months, the Debtor finally seeks approval of a disclosure
statement en route to attempted confirmation of a plan. However,
despite ample time to file a disclosure statement that complies
with the applicable Bankruptcy Code provisions and requirements,
the Disclosure Statement in its current form is patently flawed and
should not be approved. Moreover, the additional delays for
emerging from Chapter 11, as requested in the Motion, should not be
allowed under any circumstance. Simply stated, it is time for the
Debtor to fish or cut bait -- either the Debtor can demonstrate now
that it can confirm a plan within a reasonable period of time or
this case should be converted to Chapter 7. It is not appropriate
or fair to string the creditors along any further," the Katselniks
said in its opposition to the Motion.
The Court has not yet ruled on the Motion to Extend.
Olma's Plan
Olma XXI, Inc., filed on Nov. 25, 2020, a Chapter 11 Small Business
Plan of Reorganization and a Disclosure Statement. Under the Plan,
holders of unsecured non-priority claims will each be paid a 15%
dividend in 60 monthly installment payments, commencing on the
effective date of the Plan. A copy of the Disclosure Statement
filed Nov. 25, 2020, is available at https://bit.ly/2X5cIBA
Counsel for the Debtor:
Alla Kachan, Esq.
Law Offices of Alla Kachan, P.C.
3099 Coney Island Avenue, Third Floor
Brooklyn, NY 11235
Tel.: (718) 513-3145
About Olma XXI Inc.
Located in Brooklyn, New York, Olma-XXI, Inc., distributes ethnic
and specialty foods. Olma-XXI, Inc., is a major producer of fine
caviar, meat, fish and other quality foods.
Olma-XXI filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
19-44731) on Aug. 1, 2019. In the petition signed by Valeri
Eliachov, president, the Debtor disclosed $246,471 in assets and
$1,965,500 in liabilities. The Hon. Nancy Hershey Lord oversees
the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan,
P.C., serves as bankruptcy counsel to the Debtor.
ONCE A DOG: Jan. 13 Hearing on Sale Plan Set
--------------------------------------------
Once A Dog, Inc., is slated to seek confirmation of its Amended
Plan on Jan. 13, 2021.
Judge Thomas J. Catliota on Nov. 30 conditionally approved the
Disclosure Statemetn and ordered that the confirmation of the Plan
will be held in Virtual Courtroom (for hearing access information
see ww.mdb.uscourts.gov/hearings or call 410−962−2688), Jan.
13, 2021, at 9:45 a.m. Objections to confirmation and ballots
accepting or rejecting the Plan are due Jan. 4.
D. Schiller and his spouse, Claudine Schiller offered $1,000,000 to
purchase the Property and its contents. The Debtor agreed that
Schillers' offer is fair and reasonable, and the proposed Chapter
11 Plan attempts to consummate that transaction. If the sale is
not consummated by the time of the confirmation of the Plan it
proposes to complete the sale under the Plan. If the Property has
been sold to D. Schiller prior to confirmation then the net
proceeds from the sale will be held by the Debtor for distribution
to creditors as described in the Plan.
The allowed claims of all creditors who hold general unsecured
claims in Class VI will be paid pro rata from the net proceeds of
the sale of the Property after Classes 1-V are paid in full.
A copy of the Amended Disclosure Statement filed Nov. 16, 2020, is
available at https://bit.ly/385ZNWn
Attorney for the Plan Sponsor:
Michael G. Wolff, Esq.
WOLFF & ORENSTEIN, LLC
Shady Grove Plaza
15245 Shady Grove Road
Suite 465−North
Rockville, MD 20850
About Once A Dog Inc.
Once A Dog, Inc., is a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B)). Once A Dog was formed for the
purpose of purchasing the real property located at 6 and 8 Bentz
Street, Frederick, Maryland. The incorporators were Eugene Souder
and David Schiller. D. Schiller and Souder managed the
corporation. Souder and D. Schiller own together 64% of the issued
stock of the corporation.
On March 9, 2020, creditor Sidney Schiller filed an involuntary
petition against Once A Dog under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Md. Case No. 20-13102). The case is assigned to
Judge Thomas J. Catliota. Wolff & Orenstein, LLC, is the Debtor's
legal counsel.
ORGANIC POWER: Unsecured Creditors to Recover 100% in 5 Years
-------------------------------------------------------------
Organic Power, LLC, filed with the U.S. Bankruptcy Court for the
District of Puerto Rico a Plan of Reorganization and a Disclosure
Statement on Dec. 17, 2020.
The Plan would provide payment in full of all secured, priority,
administrative expenses and general unsecured claims plus interest.
In addition, the Debtors will be able to continue operating, and
maintain jobs in the high unemployment area of Vega Baja.
As part of its reorganization, the Debtor and certain prepetition
creditors put into effect prepetition agreements which allowed for
those creditors to convert their credits into stock in the Debtor.
These creditors will also be injecting additional capital into the
Debtor corporation in order to finalize the project and convert to
generation with natural gas.
Class 2 consists of general unsecured creditors listed by Debtor
and those who have filed proof of claims. General unsecured
creditors with allowed claims in this class are approximately
$765,154. The Debtor proposes to pay 100% of their allowed claims
in a five year payment plan commencing thirty days after the
effective date. This class is impaired.
The Disclosure Statement clarifies that although Debtor does not
appear to have enough cash flow to make payments under the Plan,
this is only due to the reduction in income due to the improper
withholdings by ECPC and the repairs to the generator. The Debtor
expects to be back under full operation within the month of
December 2020 and expects that it will have be generating
electricity with natural gas within a reasonable time thereafter.
That should make the operation profitable and should be enough to
make the Plan payments.
The Plan will be funded by the cash on hand at the Effective Date;
injection of capital from new stock holders; future earnings of the
reorganized Debtor; and Restructuring of Debtor's secured debt.
A full-text copy of the Disclosure Statement dated Dec. 17, 2020,
is available at https://bit.ly/3prd01A from PacerMonitor at no
charge.
Counsel for the Debtor:
Rafael Gonzalez Valiente, Esq.
Godreau & Gonzalez Law, LLC
P.O. Box 9024176
San Juan, PR 00902-4176
Tel: (787)726-0077
Email: rgv@g-glawpr.com
About Organic Power
Organic Power LLC -- https://prrenewables.com/ -- 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.
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 estimated assets and estimated
liabilities of between $10 million and $50 million.
Aimee I. Lopez Pabon of Godreau & Gonzalez LLC is serving as
counsel for the Debtor.
OXFORD INDUSTRIES: Egan-Jones Lowers Sr. Unsecured Ratings to B+
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 23, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Oxford Industries Incorporated to B+ from BB-.
Headquartered in Atlanta, Georgia, Oxford Industries, Inc. operates
as an international apparel design, sourcing, and marketing
company.
P & E HARMONY: To Seek Plan Confirmation on Jan. 11
---------------------------------------------------
P & E Harmony LLC has filed a reorganization plan that says the
general unsecured creditors will receive payment of the balance of
their filed claims no more than six months following confirmation.
The fee simple owners will retain their ownership interest and
receive no additional consideration, payments or dividends on
account of their position.
Judge Selene D. Maddox on Nov. 30, 2020 entered an order
conditionally approving the Disclosure Statement and set Jan. 11,
2021 2:00 p.m., in the Greenville Federal Building, 305 Main
Street, Greenville, MS, as the the hearing on final approval of the
Disclosure Statement (if a written objection has been timely filed)
and for the evidentiary hearing on confirmation of the Plan.
Objections to confirmation and ballots accepting or rejecting the
Plan are due Jan. 4.
A copy of the Disclosure Statement is available at
https://bit.ly/3pK7IhU
P & E Harmony LLC filed for Chapter 11 protection (Bankr. N.D.
Miss. Case No. 19-14880) on Dec. 17, 2019.
The Debtor's counsel:
Jeffrey A. Levingston
Norquist & Levingston PLLC
PO Box 1327
Cleveland, MS 38732
Tel: 662-843-2791
E-mail: jleving@bellsouth.net
PARK PLACE: Unsecured Creditors Will Recover 50% in Trustee's Plan
------------------------------------------------------------------
Robert Nistendirk, the Chapter 11 trustee for debtor Park Place
Properties, LLC, filed a Plan of Liquidation and a Disclosure
Statement on Dec. 29, 2020.
Park Place Properties, LLC, is a single-member LLC founded in 1997
by John C. Spence. The Debtor owns the Properties that consist of
the Park Place Apartments; the Park Place Office; and the Flower
Shop. The Flower Shop Property located at 3208-3210 Piedmont Road.
Prior to June 19, 2019, the Park Place operating account was the
primary banking account for personal and business income and
expenditures for the Debtor, John C. Spence, Michael Spence, and
J.C. Spence Company, LLC. This long-term co-mingling of funds
threatened the viability of the Debtor, as income and expenses were
never allocated among the individuals or entities.
The Flower Shop Property is listed for sale. Huntington Federal
Savings Bank shall be paid as a Class 2 Secured Creditor until the
sale date, at which time, the Huntington Federal Savings Bank will
be paid in full and the pro rata share of postpetition unpaid real
property taxes shall be paid.
Holders of Class 3 General Unsecured Claims will receive a pro rata
share of the available funds, after payment of any Class 1 claims
and after payment of all administrative expenses, U.S. Trustee fees
and other payment required to be made under the Plan. It is
estimated the pro rRata share will be at approximately 50 percent
of the claim amounts.
The holders of Class 4 Interests will receive no distribution. The
holders of Class 4 Interests are deemed to reject the Plan and are
not entitled to vote to accept or reject the Plan.
As of the Bar Date, there was a total of $0 in Class 1 claims
against the Estate. There was a total of $4,005,964 in Class 2
claims against the Estate. There was a total of $177,929 in Class
3 claims against the Estate, including scheduled claims.
As of Oct. 19, 2020, the Trustee has control of approximately
$132,250 in cash that is in the debtor-in-possession bank account
for the Estate. The funds will be used, along with going-concern
revenues, to fund the Plan on the Effective Date.
A full-text copy of Trustee's Plan dated Dec. 29, 2020, is
available at https://bit.ly/351YzJO from PacerMonitor at no
charge.
Attorney for the Chapter 11 Trustee:
Sarah C. Ellis
Steptoe & Johnson PLLC
PO Box 1588
Charleston, West Virginia 25326
Tel: (304) 353-8000
E-mail: Sarah.ellis@steptoe-johnson.com
About Park Place Properties
Park Place Properties, LLC, a single-member LLC founded in 1997 by
John C. Spence, owns the Properties that consist of the Park Place
Apartments; the Park Place Office; and the Flower Shop. The Flower
Shop Property located at 3208-3210 Piedmont Road, in Huntington,
West Virginia.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. W.Va. Case No. 19-30186) on April 30, 2019. At
the time of the filing, the Debtor was estimated to have assets of
less than $50,000 and liabilities of less than $1 million. Judge
Frank W. Volk oversees the case.
Caldwell & Riffee is the Debtor's bankruptcy counsel.
Robert L. Nistendirk was appointed as the Debtor's Chapter 11
trustee. The Trustee is represented by Steptoe & Johnson PLLC.
PATRIOT WELL: Workers in FLSA Action Tap Bruckner Burch
-------------------------------------------------------
In the Chapter 11 cases of PWS Winddown LLC, the law firm of
Bruckner Burch PLLC submitted a verified statement under Rule 2019
of the Federal Rules of Bankruptcy Procedure, to disclose that it
is representing the following claimants:
Abbiatti, Adam
Abdelkhaleq, Ramey
Abelardo Rios, San Juan
Aguilar, Marco
Agundez Gomez, Benjamin
Airth, Stewart
Alexander, Keith
Aliff, James
Allison, Gregory
Alvarado, Max
Alvarado, Pack (Paco)
Apodaca, Dominick
Arnstad, John
Aulai, Austin
Bagwell, Rodger
Bagwell, Shane
Bailey, Jacob
Balthazar, Miguel
Barcena, Reynaldo
Barnett, James
Barry, Justin
Bartmess, Johnny
Bayly, William
Bebee, Chad
Becerra, Francisco
Claimants are all workers who were denied overtime wages as
required by the Fair Labor Standards Act. All Claimants are part
of an FLSA collective action certified prepetition by the United
States District Court for the Western District of Texas, San
Antonio Division. Carr, et al. Patriot Wells Solutions, LLC, Case
No. 5-19-CV-00212-FB-RBF.
Every Claimant executed a written consent authorizing Bruckner
Burch to act as their attorneys to prosecute the claims.
As to the nature and amount of the disclosable economic interests
held by each Claimant in relation to Debtor as of the date of this
Verified Statement, each of the Claimants has sustained damages in
the amount of overtime compensation owed and unpaid by the Debtor.
The Debtor is required by the FLSA to maintain records accurately
reflecting the hours worked by, and wages paid to, Claimants,
pursuant to 29 U.S.C. Sec. 211(c).
Counsel for Claimants can be reached at:
BRUCKNER BURCH PLLC
Richard J. (Rex) Burch, Esq.
8 Greenway Plaza #1500
Houston, TX 77046
Telephone: (713) 877-8788
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/2WZKZlK
About Patriot Well Solutions
Patriot Well Solutions LLC -- https://www.patriotwell.com/ --
provides well completion, production and intervention services for
the energy industry. It offers wireline and perforating, coiled
tubing and nitrogen, fluid pumping and crane services.
Patriot Well Solutions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-33642) on July 20,
2020. The petition was signed by Matthew Foster, its CRO. At the
time of the filing, the Debtor disclosed between $10 million and
$50 million in both assets and liabilities.
Judge Jeffrey P. Norman oversees the case.
The Debtor tapped Squire Patton Boggs (US) LLP as legal counsel,
Sonoran Capital Advisors LLC as restructuring advisor, Piper
Sandler & Co. as financial advisor, and Stretto as claims and
noticing agent.
On Aug. 5, 2020, the United States Trustee for the Southern
District of Texas appointed an official committee of unsecured
creditors. The committee tapped Foley & Lardner LLP as its
counsel.
PATTERSON COS: Egan-Jones Lowers Senior Unsecured Ratings to B+
---------------------------------------------------------------
Egan-Jones Ratings Company, on December 21, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Patterson Cos Incorporated to B+ from BB+.
Headquartered in Saint Paul, Minnesota, Patterson Companies Inc.
distributes dental products, veterinary supplies for companion
pets, and rehabilitation supplies.
PSYCHAMERICA BEHAVIORAL: Court Confirms Reorganization Plan
-----------------------------------------------------------
Judge Karen S. Jennemann has entered an order confirming the
Amended Plan of Reorganization dated Sept. 7, 2020, of Psychamerica
Behavioral Services LLC d/b/a Big Bear Behavioral Health.
The judge also approved the Disclosure Statement.
The order includes a plan payment schedule. The Plan will treat
claims of creditors as follows:
* Class 1: Class 1 consists of the Allowed Secured Claim of On
Deck in the amount of $47,456. In full satisfaction of On Deck's
Allowed Secured Claim, On Deck shall be secured by a lien on the On
Deck Collateral to the same validity and priority as existed as of
the Petition Date and will be paid through monthly payments of
principal and interest, amortized over a period of 84 months at a
4.00% fixed rate of interest. The first payment will be due on the
30th day after the Effective Date and will continue on the same day
of each month thereafter. The monthly payments of principal and
interest to On Deck will be in the amount of $648.67.
* Class 2: Class 2 consists of the Allowed Secured Claim of FC
Marketplace in the amount of $248,873. In full satisfaction of FC
Marketplace's Allowed Secured Claim, FC Marketplace shall be
secured by a lien on the FC Marketplace Collateral to the same
validity and priority as existed as of the Petition Date and will
be paid through monthly payments of principal and interest,
amortized over a period of 120 months at a 4.00% fixed rate of
interest. The first payment will be due on the thirtieth day after
the Effective Date and will continue on the same day of each month
thereafter. The monthly payments of principal and interest to FC
Marketplace will be in the amount of $2,520.
* Class 3: Class 3 consists of the Allowed Unsecured Claims
against the Debtor. The total amount of Allowed Unsecured Claims
against Debtor is estimated at $120,235. In full satisfaction of
the Class 3 Allowed Unsecured Claims, on the Effective Date, the
total sum of $35,000 will be paid to the Holders of Class 3 Allowed
Unsecured Claims on a pro rata basis. Of the total amount paid to
the Holders of Class 3 Allowed Unsecured Claims, $15,000 will be
part of the new value contributed to the Debtor by Magnasco and
Tilghman. The remaining $20,000 will come from operations of the
Debtor.
* Class 4: Class 4 consists of Equity Interests. On account of
Magnasco and Tilghman's retention of 100% of the ownership interest
in the Debtor, Magnasco and Tilghman will contribute new value to
the Creditors in this Plan. Magnasco and Tilghman were personal
guarantors on the secured debts owed by the Debtor to BB&T and FC
Marketplace LLC. Magnasco and Tilghman owned an investment
property which they sold in order to pay the Secured Claim of BB&T2
in the amount of $51,638, in full, and paid $73,600 towards the
Claim of FC Marketplace LLC. In addition to the amounts paid
towards BB&T and FC Marketplace, Magnasco and Tilghman will
contribute the sum of $15,000 on the Effective Date, which will be
paid to the Holders of Class 3 Unsecured Claims, on a pro rata
basis.
A post-confirmation Status Conference has been scheduled for Jan.
20, 2021 at 10:15 a.m. before the Honorable Karen S. Jennemann at
the U.S. Bankruptcy Court, 400 W. Washington Street, 6th Floor,
Courtroom A, Orlando, Florida 32801.
The Debtor must file all objections to claims within 90 days from
the date of the Plan Confirmation Order.
A copy of the Plan Confirmation Order entered Dec. 23, 2020, is
available at
https://bit.ly/3pzG0V4
About Psychamerica Behavioral Services
Psychamerica Behavioral Services LLC is a mental health service
provider in Central Florida doing business as Big Bear Behavioral
Health. Psychamerica Behavioral Services sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
19-07902) on Dec. 2, 2019. In the petition signed by Max R.
Magnasco, managing member, the Debtor was estimated to have assets
under $50,000 and liabilities under $1 million. The Debtor is
represented by Aldo G. Bartolone, Jr., Esq. at Bartolone Law, PLLC.
PUNCH BOWL: Updated Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Two affiliates of PBS Brand Co., LLC that concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code:
Debtor Case No.
------ --------
Punch Bowl Austin Congress, LLC 20-13204
522 Congress Avenue
Unit 110
Austin, TX 78701
Punch Bowl Ranchocucamonga, LLC 20-13206
12635 N. Main Street
Rancho Cucamonga, CA 91739
Business Description: The Debtors 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.
Chapter 11 Petition Date: December 31, 2020
Court: United States Bankruptcy Court
District of Delaware
Debtors' Counsel: Eric J. Monzo, Esq.
MORRIS JAMES LLP
500 Delaware Avenue
Suite 1500
Wilmington, DE 19801
Tel: 302-888-6800
E-mail: emonzo@morrisjames.com
Debtors'
Restructuring
Advisor: GAVIN/SOLMONESE
Debtors'
Claims,
Noticing, &
Solicitation
Agent: OMNI AGENT SOLUTIONS
Each Debtor's
Estimated Assets: $10 million to $50 million
Each Debtor's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Stacy Johnson Galligan, authorized
representative.
Copies petitions containing, among other items, lists of the
Debtors' 20 largest unsecured creditors are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/5G4FDBQ/Punch_Bowl_Austin_Congress_LLC__debke-20-13204__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/R7UCGMI/Punch_Bowl_Ranchocucamonga_LLC__debke-20-13206__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. JPMorgan Chase Bank, NA PPP Loan $10,069,144
PO Box 182054
Columbis, OH 42318
Jenae Anderson
Email: jenae.h.anderson@chase.com
2. FC Ballston Common LLC Leasehold $818,158
Terminal Tower,
Forest City Realty Trust
50 Public Square
Suite 1360
Cleveland, OH 44113-2267
Jeffrey Aronoff
Email: Jeffrey.Aronoff@brookfieldpropertiesretail.com
3. The Domain Mall LLC Leasehold $763,173
c/o M.S. Management Associates Inc.
225 West Washington Street
Indianapolis, IN 46204-3438
Sundesh Shah
Email: sshah@simon.com
4. Circle Centre Mall Leasehold $707,893
C/O M.S. Management Associates Inc.
225 West Washington Street
Indianapolis, IN 46204-3438
Sundesh Shah
Email: sshah@simon.com
5. ARC WEMPSMN001 LLC Leasehold $684,086
Attn: General Counsel
405 Park Avenue
14th Floor
New York, NY 10022
Jason Slear
Email: jslear@ar-global.com
6. Sysco Corporation Trade $643,949
Attn: Legal Department
1390 Enclave Parkway
Houston, TX 77077-2099
Ken O'Donnell
Email: o'donnell.ken@den.sysco.com
7. Internal Revenue Service Taxes $465,154
Centralized Insolvency Operation
PO Box 7346
Philadelphia, PA 19101-1734
8. Going Stagg Note $319,191
217 Havemeyer Street
4th Floor
Brooklyn, NY 11211
Jaco Sacks
Email: jsacks@cayugacapital.com
9. Tundra Restaurant Supply, Inc. Trade $109,962
PO Box 74007307
Chicago, IL 60674
Keith Kelly
Email: customerservice@tundrafmp.com
10. Trimark SS Kemp Trade $99,329
4567 Willow PKWY,
Cleveland, OH 44125-1041
Tel: 216-271-7700
Email: info@trimark.com
11. US Bowling Corporation Trade $92,711
5480 Schaefer Ave
Chino, CA 91710
Email: sales@usbowling.com
12. Canon Financial Services, Inc. Leasehold $84,961
PO Box 5008
Mount Laurel, NJ 08054
Email: customer@cfs.com
13. John Haywood Consulting $75,000
100 Park Plaza #320 Services
San Diego, CA 92101
Email: jwhaywood@gmail.com
14. Conveyor Trade $66,900
240 Saint Paul Street
Suite 115
Denver, CO 80206
Andee Conner Foutch
Email: andee.connerfoutch@conveyormedia.com
15. National Distribution Trade $65,576
Service, Inc.
6616 Trade Center Blvd.
Chesterfield, MO 63005
Tel: 636-536-5300
Email: steve@ndsstl.com
16. Davis Wright Legal Fees $64,137
Tremaine LLP
1300 SW Fifth Avenue
Suite 2400
Portland, OR 97201
Riley Lagesen
Email: rileylagesen@dwt.com
17. Vox Media Trade $53,000
PO Box 20064
Pittsburgh, PA 15251-0064
18. NAMIFY Trade $46,194
280 West 900 North
Springville, UT84663
Tel: 801-491-8068
Email: orders@namify.com
19. The Spice Guy Trade $43,468
3568 Peoria Street
Suite 605
Tel: 303-482-1620
Email: hello(at)thespiceguyco.com
20. Facebook Trade $42,130
1601 Willow Road
Menlo Park, CA 94025
Legal Department
21. VRSENAL, Inc. Trade $35,716
1001-A E. Harmony
Road #516, Fort
Collins, CO 80525
Tel: (303) 590-8064
Ben Davenport
22. Amazon Business Trade $35,070
410 Terry Avenue
North, Seattle, WA
Legal Department
23. Feed Media Trade $31,757
7807 E. 24th Avenue
Denver, CO 80238
Stepfanie Jones
Email: stefanie@feedmedia.com
24. Sundell & Associates Trade $31,250
5535 E. ThunderHawk Road,
Cave Creek, AZ 85331
Tel: 480-595-5297
Andy Sundell
25. Vantage Architectural Trade $27,611
Solutions, LLC
28553 Network Place,
Chicago, IL 60673-1285
Thomas Papp
Tel: (847) 867-7136
26. San Diego Gas Utilities $25,611
and Electric
8330 Century Part Ct.,
San Diego, CA 92123-1530
Customer Service
Tel: 800-411-7343
27. Lyrical Systems Trade $20,935
3303 N. Mississippi
Avenue, Suite 310,
Portland, OR 97227
Account Manager
Tel: 408-230-7202
28. Broad Sky Networks Trade $19,840
750 NW Charbonneau Street
Bend, OR 97703
Tel: 877-291-9575
Email: info@bradskynetworks.net
29. Red Book Connect, LLC Trade $19,799
3440 Preston Ridge Road, Suite 650
Alpharetta, GA 30005
Danny Matthews
Email: danny.matthews@hotschedules.com
30. Garda World Trade $19,664
1699 S. Handley Road, Suite 350,
St.Louis, MO 63144
Account Manager
Tel: 314-644-1974
QEP RESOURCES: Egan-Jones Hikes Senior Unsecured Ratings to B-
--------------------------------------------------------------
Egan-Jones Ratings Company, on December 22, 2020, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by QEP Resources Incorporated to B- from CCC. EJR also
upgraded the rating on commercial paper issued by the Company to B
from C.
Headquartered in Denver, Colorado, QEP Resources, Inc. operates as
an independent natural gas, oil exploration, and production
company.
QUARTER HOMES: Seeks to Hire SunWise as Plan Consultant
-------------------------------------------------------
Quarter Homes, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Arizona to hire SunWise Consultants, LLC as
consultant.
The Debtor's Chapter 11 plan of reorganization requires it to
employ a consultant to provide these services:
(a) analyzing the strategy for selling the portfolio of 44
homes owned by the Debtor;
(b) developing projections and budgets that will assist the
Debtor in the preparation, confirmation, and implementation of its
Chapter 11 plan;
(c) developing and implementing a marketing process to
accomplish the sale of the Debtor's portfolio of homes;
(d) supervising the marketing process and the sale of the
homes and modification and updating of projections and internal
analyses to support the implementation of the Debtor's bankruptcy
plan; and
(e) consulting with the Debtor's management, employees, plan
trustee and counsel to accomplish the marketing and sale of the
Debtor's portfolio.
SunWise will get 2.5 percent of the sale proceeds received for the
homes following
payment of certain claims, which the Debtor estimated at
$11,162,779.50. If the total sale proceeds exceed the unpaid
claims, plus 2.5 percent of the total
sale proceeds, then the remaining funds will be distributed in
accordance
with the bankruptcy plan: 50 percent to so-called investor claims,
47 percent to so-called insider investor claims, and 3 percent to
SunWise.
SunWise is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, according to a court filing.
About Quarter Homes
Quarter Homes, LLC owns commercial real estate, undeveloped land
and residential properties. It is located at 15446 N. Greenway
Hayden Loop, Suite 1029, Scottsdale, Ariz.
On June 11, 2020, Quarter Homes sought Chapter 11 protection
(Bankr. D. Ariz. Case No. 20-07065). Quarter Homes President David
Turcotte signed the petition.
The Debtor was estimated to have assets and liabilities in the
range of $1 million to $10 million.
Judge Daniel P. Collins oversees the case. The Debtor tapped
Warren J. Stapleton, Esq., at Osborn Maledon, P.A., as its legal
counsel.
QUARTER HOMES: Selling 3 Arizona Houses for $916K
-------------------------------------------------
Quarter Homes, LLC, asks the U.S. Bankruptcy Court for the District
of Arizona to authorize the sale of the following three houses,
free and clear of liens, claims, and encumbrances, located at:
(1) 43186 W. Estrada St., Maricopa, Arizona to William
McCormick for $326,000;
(2) 18690 N. Smith Drive, Maricopa, Arizona to Andre J.
Sumpter/Veronica S. Downing for $300,000; and
(3) 45638 W. Tucker Rd., Maricopa, Arizona to Michael Scott
for $290,000.
Quarter Homes owns 31 homes (single family residences) located in
Maricopa, Pinal, and Navajo County. The homes are covered by
blanket deeds of trust, assignments of leases and rents, and
security agreements ("DOT Assignments and Security Agreements"),
serviced by Midland Loan Servicing on behalf of Wilmington Trust,
National Association, as Trustee for the benefit of holders of
CoreVest American Finance 2018-1 Mortgage Pass Through
Certificates. Due to the bankruptcy filing, CoreVest passed
servicing of the loans to Situs AMC.
The DOT Assignments and Security Agreements are part of a master
loan agreement providing the terms of the original $6.9 million
(now approximately $5 million) loan that Quarter Homes has from
CoreVest. Under the terms of the Loan Documents, Quarter Homes is
required to pay back a certain release price (the proportional
share of that home with regard to the original loan), along with a
pre-payment fee, and a yield-maintenance fee.
Upon closing of the sale and receipt of the Release Price,
Situs/CoreVest is obligated to release its lien so that clear title
can be passed to the buyer. Although it has not yet been
calculated to the exact dollar amount, it is anticipated that the
Release Price (which includes the principal allocation, the
contract-required 20% principal reduction, and the yield
maintenance) for each house will be:
Projected Amount
House Sale Price Release Price Costs of Sale to Debtor
----- ---------- ------------- ------------- ---------
Estrada St. $326,000 $181,000 $22,820 $122,720
Smith Dr. $300,000 $158,000 $21,000 $121,000
Tucker Rd. $290,000 $152,000 $20,300 $117,700
-------- -------- ------- --------
Totals $916,000 $491,000 $63,580 $361,420
These Selling House were marketed pursuant to the Debtor's
previously filed motion to employ Maria Todd and A&M Management as
a broker for the houses. The Court approved that motion on Oct.
27, 2020.
Each purchaser is an arms'-length purchaser not related in any way
to the Debtor. The total of all sale prices is $916,000. After
payment of the Release Price, and payment of the commissions due to
the Maria Todd of A&M Management of Arizona, the escrow, tax, and
other closing costs borne by Quarter Homes, Quarter Homes will
realize approximately $361,420 on the sales. Those funds will be
used to fund the Debtor's recently filed liquidating plan, i.e., to
pay off Quarter Homes' creditors and investors.
As previously indicated, under Quarter Homes' business model, it
would obtain money from investors and use those funds to purchase
specific houses. Those investors would then receive beneficial
interests in the residences purchased with their funds. In
accordance with its recently filed plan, the Debtors expect that
all of the funds from the sales of the Selling Houses will be
deposited in a segregated account (the account previously used for
the post-petition sale of the Colby Home -- approved by the Court
on June 23, 2020). The Debtors will visit with their creditor
constituents and anticipate that they will be willing to authorize
$25,000 to be taken from these sale proceeds and placed into the
Debtors' operating reserve -- to ensure continued liquidity during
the case.
The Closing of each sale will occur as follows:
House Closing
----- -------
Estrada Jan. 19, 2021
Smith Jan. 27, 2021
Tucker Jan. 29, 2021
Contingent upon the Court's approving the sales of the houses at
the purchase prices specified below, A&M Broker is entitled to 2.5%
of the sale prices for the Selling Homes as follows:
House Commission
----- ---------
Estrada $8,150
Smith $7,500
Tucker $7,250
Totals: $22,900
The Debtor asks approval of such fees, and authorization for
payment to A&M Broker at closing of each sale in the amounts set
forth.
The Debtor further asks a waiver of the 14-day stay pursuant to
Rule 6004(h) to allow the order approving the relief sought to take
effect immediately. Fed. R. Bankr. P. 6004(h).
A copy of the Contracts is available at https://bit.ly/2KMgWeZ from
PacerMonitor.com free of charge.
About Quarter Homes
Quarter Homes, LLC, based in 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 estimated assets and liabilities
in the range of $1 million to $10 million. The Debtor tapped
Warren J. Stapleton, Esq., at Osborn Maledon, P.A., as counsel.
R & R TRUCKING: Court Approves Disclosure Statement
---------------------------------------------------
Bankruptcy Judge Frederick P. Corbit has approved the Second
Amended Disclosure Statement explaining the Amended Chapter 11 Plan
of R&R Trucking, Inc., and Ricardo Cantu and Rosa Cantu.
The judge ordered that
* Feb. 12, 2021 is fixed as the last date for filing and serving
written objections to confirmation of the Plan.
* Feb. 2, 2021 is the last date for filing Ballots accepting or
rejecting the Plan.
* The Report of Ballots must be filed by Feb. 5, 2021.
* The Status Conference regarding confirmation is set for Feb.
16, 2021 at 10:00 a.m.by telephone conference call.
* The hearing to consider confirmation of the Plan is set for
Feb. 23, 2021 at 10:00 a.m. by telephone conference to be initiated
by the parties calling (509) 353-3183 at the above appointed time.
About R & R Trucking
R & R Trucking, Inc., based in Pasco, WA, filed a Chapter 11
petition (Bankr. E.D. Wash. Case No. 19-00473) on March 1, 2019.
In the petition signed by Ricardo Cantu, president, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
On April 26, 2019, Ricardo and Rosa Cantu, owners of R&R Trucking,
and personal guarantors on many of R&R Trucking's obligations,
filed a Chapter 11 bankruptcy proceeding (Bankr. E.D. Wash. Case
No. 19-01089).
The two cases are administratively consolidated.
The Hon. Frederick P. Corbit oversees the case.
William L. Hames, Esq., at Hames Anderson Whitlow & O'Leary, serves
as bankruptcy counsel to the Debtors.
REO HOLDINGS: CA Has No Jurisdiction Over District Court Order
--------------------------------------------------------------
Judge Raymond Michael Kethledge of the United States Court of
Appeals, Sixth Circuit dismissed an appeal filed by REO Holdings,
LLC, which sought the review of a district-court order remanding to
a Tennessee state court an adversary proceeding in a recently
closed bankruptcy case.
Cherilyn Bryant owned a house at 1725 Mitchell Avenue in
Chattanooga, Tennessee, but fell behind on her property taxes. In
June 2014, Hamilton County held a delinquent tax sale in which it
sold the house to Carlton Ditto. On June 16, 2014, the county
chancery court entered a decree vesting title to the 1725 Mitchell
property in Mr. Ditto, subject to a statutory one-year right of
redemption. In April 2015, Advantage Windows, Inc. perfected a
lien against the property. On June 4, 2015, still within the
one-year redemption period, Ms. Bryant filed a petition for relief
under Chapter 13 of the Bankruptcy Code. Three days later, REO
Holdings purchased the Advantage Windows lien, which REO recorded
on June 12.
That same day, still within the one-year redemption period, and in
the same chancery court that had provisionally vested title in
Ditto, REO filed a motion to redeem the 1725 Mitchell property
based on the Advantage Windows lien. Mr. Ditto opposed the motion.
On July 31, 2015, more than a year after the redemption period
began, Chattanooga Neighborhood Enterprises ("CNE") moved in the
chancery court to redeem the property as an agent of Ms. Bryant. A
few weeks later, Ms. Bryant commenced an adversary proceeding in
her bankruptcy case, seeking a determination that CNE's motion to
redeem her property on her behalf was timely by operation of 11
U.S.C. Section 108. A bankruptcy court determined that the
redemption motion was timely pursuant to that section. The
bankruptcy court's order was not appealed.
In February 2016, REO filed a bankruptcy petition of its own under
Chapter 11 of the Code before Tennessee's Western District, but was
transferred to the Middle District. At that time the chancery
court had not yet determined whether either CNE or REO was entitled
to redeem the 1725 Mitchell property under Tennessee law. In
August 2016, the bankruptcy trustee in REO's case removed the
redemption proceeding from the chancery court to the U.S.
Bankruptcy Court for the Eastern District of Tennessee. There, the
matter remained pending for more than two years.
By April 2019, the only remaining matter pending in REO's
bankruptcy case was the redemption case pending as an adversary
proceeding in the Eastern District. That same month, the
bankruptcy court for the Middle District closed REO's bankruptcy
case on the grounds that any proceeds from the adversary proceeding
would flow to REO in any event, and that REO's estate was thus
"fully administered" within the meaning of 11 U.S.C. Section
350(a).
That left the adversary proceeding in the Eastern District without
any bankruptcy case to which it "related." In June 2019 the
Eastern District bankruptcy court held that it lacked
subject-matter jurisdiction over that proceeding and that it would
choose not to exercise that jurisdiction in any event. The court
remanded the proceeding back to the chancery court under 28 U.S.C.
Sections 1447(c) and 1452(b). REO appealed that order to the
district court, which disagreed with the bankruptcy court's
jurisdictional determination, but agreed that the matter was better
adjudicated in state court. The district court then entered an
order remanding the proceeding to the chancery court under Section
1452(b).
REO argued that the bankruptcy court retained continuing
jurisdiction over the adversary proceeding and should have
exercised it.
Judge Kethledge explained that the district court remanded the
proceeding back to the chancery court under 28 U.S.C. Section
1452(b). He further explained that Section 1452(b) states that
"[a]n order entered under this subsection remanding a claim or
cause of action, or a decision not to remand, is not reviewable . .
. by the court of appeals under" any of the relevant
appellate-jurisdiction provisions here. Judge Kethledge concluded
that the appeals court lacked jurisdiction over REO's appeal.
The case is In re: REO HOLDINGS, LLC, Debtor. EVA MARIE LEMEH, in
her capacity as Chapter 11 trustee for REO Holdings, LLC,
Plaintiff, REO HOLDINGS, LLC, Plaintiff-Appellant, v. CARLTON J.
DITTO, et al., Defendants-Appellees, Case No. 20-5495, (6th Cir.).
A full-text copy of the decision, dated December 15, 2020, is
available at https://tinyurl.com/yb6zh7tc from Leagle.com.
About REO Holdings LLC
REO Holdings, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tenn. Case No. 16-10414) on Feb. 29, 2016. The Debtor is
represented by Thomas Harold Strawn Jr., Esq.
On May 6, 2016, the case was transferred to the U.S. Bankruptcy
Court for the Middle District of Tennessee.
On July 29, 2016, the bankruptcy court ordered the appointment of
Eva M. Lemeh as trustee. The trustee hired Manier & Herod, P.C.,
as special counsel; and Alexander Thompson Arnold PLLC as
accountant.
On Feb. 29, 2016, Charles E. Walker, who owns a 50% interest in the
Debtor, filed a voluntary petition for relief under Chapter 11 with
the U.S. Bankruptcy Court for the Western District of Tennessee
(Case No. 16-10413). On May 6, 2016, the case was transferred to
the U.S. Bankruptcy Court for the Middle District of Tennessee. On
Aug. 1, 2016, John C. McLemore was appointed to serve as the
Chapter 11 trustee for Mr. Walker.
RIDGELINE TECHNOLOGY: Unsecureds Get 4% If Plan Consensual
----------------------------------------------------------
Ridgeline Technology submitted on Dec. 26, 2020, an Amended Chapter
11 Plan.
Under the Plan, unsecured creditors are projected to recover up to
4 cents on the dollar. The class will recover 0% in a Chapter 7
liquidation, according to the liquidation analysis.
General unsecured claims total $352,916. The amount of unsecured
claims to be provided for in the Plan is $267,506 as Susie
Nettleton's claim of $85,410 will not share in the distribution.
The Debtor will pay $10,700 for the unsecured claims. Class 3
creditors will receive 4% of their allowed claim in monthly
installments, due on the 15th day of the month, starting after
administrative expenses have been paid which is estimated to be one
year after the effective date. The final Plan payment is expected
to be paid on Aug. 31, 2024.
At the urging of the Subchapter V Trustee who, in discharge of his
duties, is pushing for a consensual plan, the Debtor has proposed a
41-month plan in which the Debtor's principal, Susie Nettleton, is
waiving distribution of her $85,000 claim. If the Plan is
consensual, unsecured creditors will enjoy a distribution estimated
at 4%. In the event of a non‐consensual plan, the estimated
disbursement to general unsecured creditors is reduced to at least
3% of their allowed claims.
A full-text copy of the Amended Plan dated December 26, 2020, is
available at https://bit.ly/38UEJ4b from PacerMonitor.com at no
charge.
About Ridgeline Technology
Ridgeline Technology Inc. is an information technology company that
specializes in software development to deliver for the investment
management industry. It filed for voluntary Chapter 11 bankruptcy
protection (Bankr. N.D. Cal. Case No. 20-51049) on July 14, 2020.
Marc Voisenat, Esq., at Voisenat Law Offices, is the Debtor's
counsel. In its petition, Ridgeline listed under $1 million in
both assets and liabilities.
ROBERT ALLEN: C&E Buying Pocatello Property for $25K
----------------------------------------------------
Robert Allen Auto Group, Inc., asks the U.S. Bankruptcy Court for
the District of Idaho to authorize the sale of the real property
commonly known as Lot N. 5th1, Pocatello, Bannock County, Idaho to
C&E Building, LLC, for $25,000, cash, subject to overbid.
The purpose of the sale is to provide funds to maintain the
remaining real property (the vast majority) and paydown the
existing security obligation to Bannock County and the loan to
Nissan Motor Acceptance Corp. ("NMAC").
The Subject Property was listed for sale by agent Greg Johnston
Atkinson of Keller Williams Realty East Idaho. The Buyer is a
private, unrelated party to the Debtor and has since made a cash
offer (Purchase and Sale Agreement) subject to Court approval. A
supplement will be filed extending the period to close the
transaction.
The Debtor will sell the Subject Property for the amount of
$25,000, which amount is to be paid from the Buyer's cash funds.
In the event a proper and timely objection is filed to the Sale
Motion, and a potential buyer indicates an ability to pay
substantially more to purchase the Subject Property, the Debtor
will ask the Court to implement the terms and provisions of 11
U.S.C. Section 363 and Rule 6004 of the Rules of Bankruptcy
Procedure which allows the Court to either (a) sell the Subject
Property at public auction to third parties on the same or better
terms and provisions as provided in the Motion as determined by the
Debtor for a greater amount to be received from said third party;
or (b) establish its own terms and conditions and hold a public
auction of said estate property. In the event the Court determines
to conduct a public auction, bid amounts should be in increments of
$5,000 or such sums as the Court may determine.
In order to participate in the auction, an overbidder must submit
to the Debtor, at least prior to the hearing, a cashier's check in
the minimum amount of $5,000, payable to "Robert Allen Group, Inc."
Should the overbidder be the winning bidder, the $5,000, will be
retained by the Debtor-in-Possession as a nonrefundable deposit for
application against the purchase price at closing.
The closing of the sale will occur within 30 days of the auction.
If the successful overbidder fails to close the sale for any reason
within 30 days of the auction, the $5,000, deposit will be
forfeited to the Debtor s liquidated damages and the Debtor will be
authorized to close the sale with the next highest bidder and all
of the underlying terms and conditions of the sale imposed by the
Court will become binding on the said back up bidder should they so
elect to proceed with the sale. Said sale to the next highest
bidder will be without further notice or hearing. Certified funds
of unsuccessful bidders will be refunded to such parties following
the auction.
In the event the estate's interest in the Subject Property is sold
to a party other than the Purchasers, the successful purchaser will
immediately deliver and deposit with the Debtor cash or a cashier's
check representing 25% of their bid amount. The balance of the
purchase price will be paid at the time of closing. The closing
will take place within 30 days of the date of the auction, or such
other time as the Court will impose.
These creditors may have security interests in the property being
sold, in order of priority:
a. Bannock County Treasurer for unpaid property taxes, filed
as Proof of Claim 15, in the amount of $29,036. That is the amount
for all real property and not just this portion which will be
fraction of that amount.
b. NMAC, of which NMAC agreed $2,744,314 would be treated as
secured in the Stipulation Resolving Motion for Relief from Stay
and Treatment of Claim of Nissan Motor Acceptance Corporation.
All liens, except those paid from closing, will attach to the
proceeds of the sale. The proceeds from the sale will be applied
as follows: (i) Costs of Sale (such as real estate commissions and
closing costs), (ii) Bannock County Treasurer, (iii) NMAC, to be
applied against $2,744,314 balance, and (iv) the Debtor to maintain
other property (as negotiated with NMAC).
The Debtor further asks that the 14-day stay under Rule 6004(h) not
apply to the order approving the sale.
Objections, if any, must be filed within 21 days of the date of
service of the Notice.
A copy of the Agreement is available for free at
https://bit.ly/2LdbEJ9 from PacerMonitor.com free of charge.
About Robert Allen Auto Group
Robert Allen Auto Group, Inc., is a dealer of automobiles based in
Pocatello, Idaho. Robert Allen Auto Group filed a Chapter 11
petition (Bankr. D. Idaho Case No. 20-40163) on March 2, 2020. In
the petition signed by Robert Allen, president, the Debtor
disclosed $4,312,279 in assets and $2,097,927 in liabilities.
Steven L. Taggart, Esq., at MAYNES TAGGART PLLC, serves as
bankruptcy counsel to the Debtor.
On July 2, 2020, the Court appointed Shawn Perry as real estate
agent for the estate.
ROCKY MOUNTAIN: Court Confirms Second Amended Plan
--------------------------------------------------
Judge Bill Parker has entered an order confirming the Second
Amended Plan of Reorganization filed by Rocky Mountain Trails, LLC,
on Dec. 8, 2020, as modified.
Class 1A Claims (Secured Valorem Taxes), Class 1B Claim (Midwest
Regional Bank), Class 1C Claim (Kapitus), Class 1D (Stephen W.
Gent), and Class 3 Claims (General Unsecured Creditors) are
impaired and voted to accept the Plan.
The Plan provides for a distribution to creditors in accordance
with the terms of the Plan from the Debtors over the course of five
years from the Debtor's continued business operations. Holders of
Class 3 Non-priority Unsecured Claims will receive a pro rata
distribution from the unsecured creditor pool, which will receive
$150 per month. Class 3 is projected to recover 10 percent of the
total claims. Distributions to unsecured creditors will be made on
a quarterly basis.
A full-text copy of the Dec. 28, 2020 Plan Confirmation Order,
along with the Confirmed Plan, is available at
https://bit.ly/3pDYMKU from PacerMonitor.com at no charge.
Attorney for the Debtor:
Gordon Mosley
4411 Old Bullard Rd., Ste. 700
Tyler, Texas 75703
Tel: (903) 534-5396
Fax: (903) 581-4038
About Rocky Mountain Trails
Rocky Mountain Trails, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Tex. Case No. 20-60306) on June 1, 2020, estimating
under $1 million in both assets and liabilities. The Debtor's
counsel is Gordon Mosley, Esq.
RSG INDUSTRIES: Asks for Jan. 22 Extension of Plan Filing Deadline
------------------------------------------------------------------
RSG Industries Corp., d/b/a MB Automotive Corp., filed an expedited
motion for an extension of time to file a Plan of Reorganization
and Disclosure Statement, extending the period for 30 days.
Due to its limited time in bankruptcy, and the ongoing COVID-19
pandemic, the Debtor explained it was difficult to obtain realistic
budget projections sufficient to formulate a confirmable Plan of
Reorganization. This resulted in delays to the ability to
formulate a Plan. Only recently, has sufficient data become
available, due to the passage of additional time, and Debtor's
ability to begin turning the financial corner, to prepare a
confirmable Plan of Reorganization.
However, due to the reduced working days because of the holiday
season, and due to the fact that Debtor's president, Robert
Ginsberg is the sole employee of Debtor, there is limited time to
review and revise (if necessary) the Disclosure Statement and Plan
of Reorganization before the deadline.
The Debtor, accordingly, requests an extension until Jan. 22, 2021,
of its deadline to file its Disclosure Statement and Plan of
Reorganization.
The Debtor's counsel:
Chad T. Van Horn, Esq.
VAN HORN IAW GROUP, P.A.
330 N Andrews Ave., Suite 450
Fort Lauderdale, FL 33301
Telephone: (954) 765-3166
Facsimile: (954) 756-7103
Email: Chad@cvhlawgroup.com
Tel: (954) 765-3166
Fax: (954) 756-7103
About RSG Industries Corp.
RSG Industries Corp. sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-19238) on Aug.
26, 2020, listing under $1 million in both assets and liabilities.
Judge Scott M. Grossman oversees the case. Chad Van Horn, Esq., at
Van Horn Law Group, P.A., is the Debtor's legal counsel.
RWDY INC: Amends Plan Disclosures After Denial
----------------------------------------------
RWDY, Inc., submitted on Dec. 23, 2020, an Amended Chapter 11 Plan
and an Amended Disclosure Statement after the judge rejected the
previous version of the Disclosure Statement.
On Dec. 16, 2020, the judge held a hearing on the Debtor's
Disclosure Statement related to its Oct. 20, 2020 Plan. Upon
consideration of the objection filed by Tailored Fund Cap LLC, the
limited objection filed by the Official Unsecured Creditor's
Committee, the argument of counsel, and for the reasons stated for
the record, Judge Hodge ordered that:
* The hearing to consider approval of the Disclosure Statement
is continued to Jan. 5, 2021 at 1:30 p.m., at 300 Fannin Street,
4th Floor, Courtroom Four, Shreveport, Louisiana.
* The Debtor will file an Amended and Restated Disclosure
Statement and Amended Chapter 11 Plan of Reorganization by Dec. 23,
2020.
* Any objection to approval of the Amended and Restated
Disclosure Statement shall be filed by 1:30 p.m., on Jan. 5, 2021.
The Debtor has entered into an agreement under which Seacoast
Business Funding, a Division of Seacoast National Bank, continues
to provide financing for the Debtor.
Amended Disclosure Statement
The Amended Disclosure Statement filed Dec. 23, 2020, does not
alter the proposed treatment for unsecured creditors and the equity
holder:
* General Unsecured Claims (Class 8) are impaired. Each holder
of an Allowed Class 8 Claim shall receive its pro rata share of an
aggregate monthly distribution of $10,000 from the RWDY
Distribution Trust until all Allowed Class 8 non-priority Unsecured
Claims are paid in full.
* The sole equity interest holder in Class 9, Brian T. Owen, who
holds 100% of the issued and outstanding stock in Debtor will
transfer 100% of the issued and outstanding stock in Debtor to the
Debtor. In consideration of the contribution of the Class 5 and/or
Class 6 Claims by the Holders thereof as an infusion of capital and
in further consideration thereof, the Reorganized Debtor will issue
60% of the Reorganized Debtor's common stock to Brian T. Owen.
Owen will receive nothing additional under the Plan. The Class 9
Equity Interest Holder's vote will not count towards votes
tabulated for purposes of any possible cramdown under Section
1129(b).
Under the Plan, the Reorganized Debtor will continue to operate its
business following the Effective Date.
The Amended Disclosure Statement includes several exhibits missing
in the prior iteration, including a liquidation analysis.
A full-text copy of the Amended Disclosure Statement dated December
23, 2020, is available at https://bit.ly/3mRcI2n from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Robert W. Raley, La. Bar #11082
290 Benton Spur Road
Bossier City, LA 71111
Telephone: 318-747-2230
E-mail: bankruptcy@robertraleylaw.com
- and -
Curtis R. Shelton
AYRES, SHELTON, WILLIAMS, BENSON & PAINE, LLC
Suite 1400, Regions Tower
3333 Texas Street (71101)
P.O. Box 1764
Shreveport, LA 71166-1764
Telephone: (318) 227-3500
Facsimile: (318) 227-3806
E-mail: curtisshelton@awsw-law.com
About RWDY Inc.
RWDY, Inc. -- http://www.rwdyinc.com/-- is an internationally
recognized provider of oil field consultants. The Company's
personnel have successfully supported offshore drilling operations
in Australia, Brazil, Cameroon, New Zealand, Nigeria, Qatar, New
Zealand, United Arab Emirates and Venezuela. The Company's
consultants include: project managers; drilling/completion
engineers; drilling/completion foreman; mud engineers; HSE
advisors/SEMS advisors/HSE consultants; rig clerks/logistics
coordinators; shore base dispatchers/materials coordinators; rig
commissioning managers; and cement specialists.
RWDY Inc. filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. W.D. La. Case No. 20-10616) on June
22, 2020. In the petition signed by Brian T. Owen, president, the
Debtor was estimated to have up to $50,000 in assets and $10
million to $50 million in liabilities. Judge John S. Hodge
oversees the case. Robert W. Raley, Esq., represents the Debtor.
On July 15, 2020, the Acting United States Trustee for Region 5
formed an official committee of unsecured creditors. The committee
tapped Stewart Robbins Brown & Altazan, LLC, as counsel; and Stout
Risius Ross, LLC as financial advisor.
RWDY INC: Committee Asks for Changes to Plan & Disclosures
----------------------------------------------------------
The Official Committee of Unsecured Creditors of RWDY, Inc., filed
a limited objection to the Disclosure Statement filed Oct. 20,
2020, by debtor RWDY, Inc., in support of its proposed Plan of
Reorganization.
The Committee noted that it has communicated certain concerns to
the Debtor regarding the ultimate form and provisions of the Plan
and ancillary documents. The Committee and the Debtor have
exchanged redlines of proposed changes to the Plan.
The Committee does not believe the Disclosure Statement in its
present form should be approved without further disclosure, some of
which may be necessitated by possible plan changes.
The Committee filed a limited objection solely for the purpose of
preserving its right to appear and be heard at hearing on the
Disclosure Statement and continues to communicate with the Debtor
regarding possible plan changes and additional disclosures which
may be required.
Counsel for the Official Committee of Unsecured Creditors:
Paul Douglas Stewart, Jr.
Brandon A. Brown
STEWART ROBBINS BROWN & ALTAZAN, LLC
301 Main Street, Suite 1640
P. O. Box 2348
Baton Rouge, LA 70821-2348
Tel: (225) 231-9998
Fax: (225) 709-9467
E-mail: dstewart@stewartrobbins.com
bbrown@stewartrobbins.com
About RWDY Inc.
RWDY, Inc. -- http://www.rwdyinc.com/-- is an internationally
recognized provider of oil field consultants. The Company's
personnel have successfully supported offshore drilling operations
in Australia, Brazil, Cameroon, New Zealand, Nigeria, Qatar, New
Zealand, United Arab Emirates and Venezuela. The Company's
consultants include: project managers; drilling/completion
engineers; drilling/completion foreman; mud engineers; HSE
advisors/SEMS advisors/HSE consultants; rig clerks/logistics
coordinators; shore base dispatchers/materials coordinators; rig
commissioning managers; and cement specialists.
RWDY Inc. filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. W.D. La. Case No. 20-10616) on June
22, 2020. In the petition signed by Brian T. Owen, president, the
Debtor was estimated to have up to $50,000 in assets and $10
million to $50 million in liabilities. Judge John S. Hodge
oversees the case. Robert W. Raley, Esq., represents the Debtor.
On July 15, 2020, the Acting United States Trustee for Region 5
formed an official committee of unsecured creditors. The committee
tapped Stewart Robbins Brown & Altazan, LLC, as counsel; and Stout
Risius Ross, LLC as financial advisor.
RWDY INC: Tailored Fund Says Oct. 20 Plan Not Confirmable
---------------------------------------------------------
Tailored Fund Cap LLC objected to approval of the Disclosure
Statement filed by debtor RWDY, INC., on Oct. 20, 2020, saying
among other things, it describes a Plan that's unconfirmable.
Tailored Fund claims that the Disclosure Statement fails to provide
sufficient information to enable a hypothetical investor to make an
informed judgment about the Plan, particularly with respect to the
Debtor's efforts to collect the over $20,000,000 owed by Mr. Brian
Owen to the Debtor.
Tailored Fund points out that the Disclosure Statement makes
reference to numerous exhibits regarding the Debtor's financial
condition, its assets and liabilities, and its projections and its
liquidation value, none of which are included with the Disclosure
Statement.
Tailored Fund asserts that the proposed Plan, as described in the
Disclosure Statement, appears to violate the absolute priority rule
set forth at 11 U.S.C. Sec. 1129(b)(1)(B) because it allows Mr.
Owen to retain equity in the Debtor while impairing the claims of
secured and unsecured creditors.
Tailored Fund further asserts that additional information is also
needed about the recoverable assets that Mr. Owen purchased with
the funds he took from the Debtor. While some of the money was
spent on planes and casinos, a significant portion was invested in
real estate and other business ventures—tangible assets that can
provide a source of recovery for creditors.
"While information in the Disclosure Statement is scarce, what can
be gleaned from the Disclosure Statement is that the Debtor's sole
shareholder and owner owes the Debtor approximately $20,000,000.
Absolutely no analysis is given as to the collectability of this
sizable sum or how the Debtor intends to recover this asset. The
Debtor lists total assets on its Schedules of $34,898,300.76.
Given the fact that the total debt to secured creditors is only
$12,237,760.72 (according to the Claims Register), the recovery of
these funds owed by the Debtor's principal to the Debtor would mean
that all secured creditors should receive 100% distribution.
Indeed, since the total debt in this case, as reflected in the
Claims Register, is $48,760,362.08 the Plan should pay at least 70%
of all claims in the case. Since the Plan does not provide such
treatment, the Plan is not confirmable and the Debtor's Disclosure
Statement is inadequate," Tailored said in its objection.
A full-text copy of the Tailored Fund's objection to the Disclosure
Statement dated Dec. 10, 2020, is available at
https://bit.ly/3mAxUcZ from PacerMonitor at no charge.
Counsel for Tailored Fund:
J. Eric Lockridge
Eric.Lockridge@keanmiller.com
Katilyn M. Hollowell
Katie.Hollowell@keanmiller.com
KEAN MILLER LLP
400 Convention Street, Suite 700
P.O. Box 3513 (70821-3513)
Baton Rouge, LA 70802
Telephone: (225) 387-0999
About RWDY Inc.
RWDY, Inc. -- http://www.rwdyinc.com/-- is an internationally
recognized provider of oil field consultants. The Company's
personnel have successfully supported offshore drilling operations
in Australia, Brazil, Cameroon, New Zealand, Nigeria, Qatar, New
Zealand, United Arab Emirates and Venezuela. The Company's
consultants include: project managers; drilling/completion
engineers; drilling/completion foreman; mud engineers; HSE
advisors/SEMS advisors/HSE consultants; rig clerks/logistics
coordinators; shore base dispatchers/materials coordinators; rig
commissioning managers; and cement specialists.
RWDY Inc. filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. W.D. La. Case No. 20-10616) on June
22, 2020. In the petition signed by Brian T. Owen, president, the
Debtor was estimated to have up to $50,000 in assets and $10
million to $50 million in liabilities. Judge John S. Hodge
oversees the case. Robert W. Raley, Esq., represents the Debtor.
On July 15, 2020, the Acting United States Trustee for Region 5
formed an official committee of unsecured creditors. The committee
tapped Stewart Robbins Brown & Altazan, LLC, as counsel; and Stout
Risius Ross, LLC as financial advisor.
SCROGGINS NURSING: Seeks to Hire Seiller Waterman as Legal Counsel
------------------------------------------------------------------
Scroggins Nursing & Home Services, Inc. seeks approval from the
U.S. Bankruptcy Court for the Southern District of Indiana to hire
Seiller Waterman LLC as its legal counsel.
The Debtor needs the firm's services in connection with its Chapter
11 case, which include:
(a) advising the Debtor regarding its powers and duties in the
continued operations of its business and management of its assets;
(b) taking all necessary actions to protect and preserve the
Debtor's estate, including the prosecution of actions on behalf of
the Debtor, the defense of any actions commenced against the
Debtor, negotiations concerning all litigation in which the Debtor
is involved, if any, and objecting to claims filed against the
estate; and
(c) preparing legal papers.
According to a court filing, Seiller Waterman is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
Seiller Waterman can be reached at:
David M. Cantor, Esq.
Seiller Waterman LLC
Meidinger Tower – 22nd Floor
462 S. Fourth Street
Louisville, KY 40202
Tel.: (502) 584-7400
Fax: (502) 583-2100
Email: cantor@derbycitylaw.com
About Scroggins Nursing
Scroggins Nursing & Home Services, Inc. filed a petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No.
20-91309) on Dec. 8, 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 Andrea K. Mccord oversees the
case. The Debtor tapped David M. Cantor, Esq. of Seiller Waterman,
LLC, as its legal counsel.
SDI PROPERTIES: Gets OK to Hire Richard B. Rosenblatt as Counsel
----------------------------------------------------------------
SDI Properties, LLC received approval from the U.S. Bankruptcy
Court for the District of Maryland to employ the Law Offices of
Richard B. Rosenblatt, PC as its bankruptcy counsel.
The Debtor needs the firm's services in connection with its Chapter
11 case, which include legal advice regarding its powers and duties
and the preparation of its disclosure statement, plan of
reorganization and other legal documents.
The firm will be paid at these hourly rates:
Richard B. Rosenblatt $350
Linda M. Dorney $350
Other attorneys $295
Paralegal $150
The firm received $15,000 in contemplation of the Debtor's Chapter
11 filing within one year before the filing, less $1,738 for the
filing fee. As of the petition date, approximately $10,000 remained
in escrow.
According to a court filing, Richard B. Rosenblatt is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
Richard B. Rosenblatt, Esq.
Linda M. Dorney, Esq.
The Law Offices of Richard B. Rosenblatt, PC.
30 Courthouse Square, Suite 302
Rockville, MD 20850
Tel.: (301) 838-0098
Email: rrosenblatt@rosenblattlaw.com
About SDI Properties
SDI Properties, LLC filed a petition under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 20-20650) on Dec. 8, 2020.
In the petition signed by Trevor Sie-Duke, managing member, the
Debtor was estimated to have between $1 million to $10 million in
assets and $10 million to $50 million in liabilities.
Judge Lori S. Simpson oversees the case. The Debtor tapped the Law
Offices of Richard B. Rosenblatt, PC as its legal counsel.
SENTINL INC: Sets Bid Procedures for Business Property
------------------------------------------------------
Sentinl, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to authorize the sale procedures in connection
with the sale of business property to a Michigan company to be
formed by its President, Omer Kiyani, or to the highest bidder.
Concurrent with the Motion, the Debtor filed its motion to approve
sale pursuant to 11 U.S.C. Section 363.
The proposed sale is subject to higher and better offers, in order
to ensure that a fair and equitable value is attributed to the
property for the benefit of the Debtor's estate and creditors.
The Debtor respectfully asks that the Court imposes these
Guidelines for the submission of competing bids:
a. All competing bids must submit an earnest money deposit of
$2,500 in certified funds by 5:00 (EST) on Jan. 19, 2021 to
Kimberly Ross Clayson at Maxwell Dunn, PLC 24725 W. Twelve Mile,
Ste. 306, Southfield, MI 48034 and must be an offer for not less
than all assets proposed to be sold under the Purchase Agreement,
conforming to all terms and conditions, other than the Purchase
Price, set forth in that agreement, and must provide, by cash paid
to the Maxwell Dunn Client Trust;
b. Together with the Earnest Money Deposit, parties
interested in participating in the auction will provide in writing
a letter specifying (a) the full name of the bidding party, (b) the
electronic email address where the bidding party wishes to receive
log-in instructions for a Zoom video conference link for
participation in the bidding process via Zoom.
c. Bidding parties should be prepared to appear by camera on
Jan.22, 2021 at 10:00 a.m. (EST) via the Zoom video link sent to
the email address provided prior to the Auction Date.
d. All bids as allowed by the Court must: i. provide
information satisfactory to the Debtor regarding the bidder's
financial ability to close; ii. provide adequate assurance that the
Business Property will be operated without interruption by the
bidder (or independent contractor hired by such bidder) in
conformity with all applicable state and federal laws, regulations,
and licenses; and iii. identify the entity proposing to operate the
Business Property and that entity's qualifications to do so.
At Auction, any initial competing bid must equal or exceed $5,750,
and any subsequent opposing bids must exceed the previous bid by at
least $750 for each successive bid, bids will continue in minimum
increments of $750 until no further bids are received.
In the event of competitive bidding, the Closing is to occur no
later than the Jan. 27, 2021.
Should the highest bidder fail to close by the deadline, the Debtor
will promptly notify the second highest bidder who may give the
Debtor written notice of intent to close no later than the 20th day
that is a business day after the Court approves the sale of the
Business Property and the Back-Up Buyer will close on the sale no
later than the 30th day that is a business day after the Court
approves the sale of the Business Property.
Upon the timely submission of at least one additional bidder, the
date, time and location of the auction will be Jan. 22, 2021 at
10:00 a.m. (EST) according to the instructions for electronic
appearance by Zoom. The auction will close at such time that no
higher bids are tendered. No telephone appearances will be
permitted and all bidding parties must keep their video screen
turned on and must appear in live video during the auction process.
In the event that no timely bidder deposits are submitted then the
auction will not take place. There will be no credit bids
allowed.
Objections, if any, must be filed within 21 days from the date of
notice.
About Sentinl Inc.
Sentinl Inc. sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-48110) on July 7,
2020, listing under $1 million in both assets and liabilities. The
Debtor has tapped Maxwell Dunn, PLC as its legal counsel and
Rabbaig and Haque, PLLC as its accountant.
SENTINL INC: Sets Sale Procedures for Business Property
-------------------------------------------------------
Sentinl, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to authorize the sale procedures in connection
with the sale of business property to a Michigan company to be
formed by its President, Omer Kiyani, or to the highest bidder.
In order to ensure that the value of the Business Property is
maximized for the benefit of the Debtor's estate and creditors, the
Debtor respectfully asks that the Court imposes these Guidelines
for the submission of competing bids:
a. All competing bids must submit an earnest money deposit of
$7,500 in certified funds by 5:00 (EST) on Jan. 19, 2021 to
Kimberly Ross Clayson at Maxwell Dunn, PLC 24725 W. Twelve Mile,
Ste. 306, Southfield, MI 48034 and must be an offer for not less
than all assets proposed to be sold under the Purchase Agreement,
conforming to all terms and conditions, other than the Purchase
Price, set forth in that agreement, and must provide, by cash paid
to the Maxwell Dunn Client Trust;
b. Together with the Earnest Money Deposit, parties
interested in participating in the auction will provide in writing
a letter specifying (a) the full name of the bidding party, (b) the
electronic email address where the bidding party wishes to receive
log-in instructions for a Zoom video conference link for
participation in the bidding process via Zoom.
c. Bidding parties should be prepared to appear by camera on
Jan.22, 2021 at 10:00am (EST) via the Zoom video link sent to the
email address provided prior to the Auction Date.
d. All bids as allowed by the Court must: i. provide
information satisfactory to the Debtor regarding the bidder's
financial ability to close; ii. provide adequate assurance that the
Business Property will be operated without interruption by the
bidder (or independent contractor hired by such bidder) in
conformity with all applicable state and federal laws, regulations,
and licenses; and iii. identify the entity proposing to operate the
Business Property and that entity's qualifications to do so.
At Auction, any initial competing bid must equal or exceed $7,500,
and any subsequent opposing bids must exceed the previous bid by at
least $2,500 for each successive bid, bids will continue in minimum
increments of $2,500 until no further bids are received.
In the event of competitive bidding, the Closing is to occur no
later than the Jan. 27, 2021.
Should the highest bidder fail to close by the deadline, the Debtor
will promptly notify the second highest bidder who may give the
Debtor written notice of intent to close no later than the 20th day
that is a business day after the Court approves the sale of the
Business Property and the Back-Up Buyer will close on the sale no
later than the 30th day that is a business day after the Court
approves the sale of the Business Property.
Upon the timely submission of at least one additional bidder, the
date, time and location of the auction will be Jan. 22, 2021 at
10:00 a.m. (EST) according to the instructions for electronic
appearance by Zoom. The auction will close at such time that no
higher bids are tendered. No telephone appearances will be
permitted and all bidding parties must keep their video screen
turned on and must appear in live video during the auction process.
In the event that no timely bidder deposits are submitted then the
auction will not take place. There will be no credit bids
allowed.
Objections, if any, must be filed within 21 days from the date of
notice.
About Sentinl Inc.
Sentinl Inc. sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-48110) on July 7,
2020, listing under $1 million in both assets and liabilities. The
Debtor has tapped Maxwell Dunn, PLC, as its legal counsel, and
Rabbaig and Haque, PLLC as its accountant.
STANLEY-TRAFTON: Unsec. Creditors to Get Full Payment in 10 Years
-----------------------------------------------------------------
Stanley-Trafton Holdings, LLC, submitted a Plan of Reorganization
and a Disclosure Statement.
The Debtor owns approximately 40 acres of real property on Stanley
Pond on the border of Porter and Hiram, Maine, on which an
affiliate of the Debtor, MPR Summers Inc. ("MPR"), operates Maine's
only accredited camp for adolescents. Under the Plan, the Debtor
will primarily use the rental revenue it receives from MPR to the
fund the Debtor's obligations under the Plan. The Debtor's assets
total value is $2,470,400.
Class Four Allowed Unsecured Claims are impaired. The Debtor will
make quarterly payments equal to the amount of the Allowed
Unsecured Claims against the Debtor amortized over thirty years at
an interest rate equal to the Federal Judgment rate of interest in
effect on the Confirmation Date with a balloon payment for the
remaining amounts owed in relation to the Class Four Claims to be
made with the 40th quarterly payment under the Plan.
Class Five Equity Interests are impaired. The Holders of interests
in Class Five -- Matthew Pines and Monique Rafuse-Pines -- will
retain their current equity interests in the Debtor, but there will
be no distributions with respect to such interests until the
Unclassified Claims and the Claims in Classes One through Four are
fully satisfied in accordance with the terms of the Plan.
A telephonic hearing on the adequacy of the Disclosure Statement
and any responses or objections thereto will be held on Jan. 28,
2021 at 2:00 p.m. E.S.T. Objections to the adequacy of the
Disclosure Statement are due Jan. 21, 2021.
A full-text copy of the Disclosure Statement dated Dec. 23, 2020,
is available at https://bit.ly/2MecJB5 from PacerMonitor.com at no
charge.
A full-text copy of the Notice dated Dec. 23, 2020, is available at
https://bit.ly/2L3YwG3 from PacerMonitor.com at no charge.
Attorney for the Debtor:
Kaitlyn M. Husar, Esq.
D. Sam Anderson, Esq.
Adam R. Prescott, Esq.
BERNSTEIN, SHUR, SAWYER & NELSON
100 Middle Street, P.O. Box 9729
Portland, ME 04104
Telephone: (207) 774-1200
Facsimile: (207) 774-1127
About Stanley-Trafton
Stanley-Trafton Holdings, LLC, is a Single Asset Real Estate debtor
(as defined in 11 U.S.C. Section 101(51B)). It owns approximately
40 acres of real property on Stanley Pond on the border of Porter
and Hiram, Maine, on which an affiliate, MPR Summers Inc. ("MPR"),
operates Maine Teen Camp, Maine's only accredited camp for
adolescents.
In May of 2020 during the initial surge of the COVID pandemic, in
consultation with medical and industry experts, camper families,
and professional colleagues, the Debtor and MPR made the decision
to suspend the summer 2020 camp season out of concern for the
health of campers, staff, and the community.
Stanley-Trafton Holdings, LLC, sought Chapter 11 protection (Bankr.
D. Maine Case No. 20-20389) on Oct. 20, 2020. The Debtor was
estimated to have $1 million to $10 million in assets and
liabilities as of the bankruptcy filing. BERNSTEIN, SHUR, SAWYER &
NELSON, P.A., led by Adam R. Prescott, is the Debtor's counsel.
STUDIO MOVIE: Committee Taps Dundon Advisers as Financial Advisor
-----------------------------------------------------------------
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 Dundon
Advisers LLC as its financial advisor.
The committee needs assistance of a financial advisor to:
(1) review financial-related disclosures required by the
court;
(2) prepare analyses required to assess compliance with orders
pertaining to debtor-in-possession financing and use of cash
collateral;
(3) assess and monitor the Debtors' short-term cash flow,
liquidity and operating results;
(4) review the Debtors' analysis of core business assets and
the potential disposition or liquidation of non-core assets;
(5) review the Debtors' cost/benefit analysis with respect to
the affirmation or rejection of various executory contracts and
leases to the extent occurring after the date of engagement;
(6) review and monitor any asset sale process;
(7) review any tax issues associated with, but not limited to,
claims/stock trading, preservation of net operating losses, refunds
due to the Debtors, plans of reorganization, and asset sales;
(8) review claims reconciliation and estimation process;
(9) review other financial information prepared by the
Debtors, including cash flow projections and budgets, business
plans, cash receipts and disbursement analysis, asset and liability
analysis, and the economic analysis of proposed transactions for
which court approval is sought;
(10) review insider compensation and management fee
arrangements and payments made thereunder, related party
transactions, and other management conduct from which causes of
action may arise;
(11) review or prepare information and analysis necessary for
the confirmation of a Chapter 11 plan and related disclosure
statement;
(12) evaluate and analyze avoidance actions, including
fraudulent conveyances and preferential transfers;
(13) prosecute committee responses or objections to the
Debtors' motions; and
(14) provide reports and testimony.
The committee also needs assistance in discussions with the
Debtors, potential investors, banks, other secured lenders, and
other official committees appointed in the Debtors' Chapter 11
cases.
The hourly rates charged by the firm are:
Principal $750
Managing Directors $650 - $700
Senior Advisers $650 - $700
Directors $475 - $600
Associates $400
Dundon Advisers neither holds nor represents any interest adverse
to the Debtors' estates, according to court filings.
The firm can be reached through:
Peter Hurwitz
Dundon Advisers LLC
440 Mamaroneck Avenue, Fifth Floor
Harrison, New York 10528 USA
Phone: +1 (914) 341-1188 / +1 (914) 523-0227
Fax: +1 (212) 202-4437
E-mail: PH@dundon.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.
SUN PROPERTY: Court Grants Bid to Dismiss Amended Complaint
-----------------------------------------------------------
Judge Louis A. Scarcella of the United States Bankruptcy Court for
the Eastern District of New York granted the defendant's motion to
dismiss the amended complaint filed in the case captioned In re:
Sun Property Consultants, Inc., Chapter 7, Debtor. Merchant
Acquisitions, Inc., Plaintiff, v. Difficile Realty Corp.,
Defendant, Case No. 8-16-72267-las, Adv. Pro. No. 8-20-08057-las
(Bankr. E.D.N.Y.).
At the time of its Chapter 11 bankruptcy filing, Sun Property
Consultants, Inc. owned and operated a strip shopping center
located at 4019-4021 Hempstead Turnpike, Bethpage, New York 11714
and 150-166 Hicksville Road, Bethpage, New York 11714 (the
"Premises"). The debtor's case was later converted to a case under
Chapter 7 of the Bankruptcy Code. On February 1, 2019, the Court
approved the sale of the Premises by the Chapter 7 trustee to REMM
Consultants, Inc. or any designee of REMM. The trustee and REMM
entered into a Purchase and Sale Agreement for the Premises which
included a Rider that defined the "Property" sold as including not
just the land and buildings, improvements, and structures located
on the land, but also "the fixtures, equipment and other personal
property attached or appurtenant to the [i]mprovements, to the
extent the same belong to the [s]eller." On February 5, 2019, the
chapter 7 trustee conveyed the bankruptcy estate's right, title and
interest in the Property, including the Premises, to Difficile
Realty Corp. as REMM's designee pursuant to a Bargain and Sale Deed
without Covenants.
On November 12, 2019, Merchant Acquisitions, Inc. commenced an
adversary proceeding by filing its original complaint in the
Supreme Court of the State of New York, County of Nassau against
Difficile Realty alleging that defendant converted personal
property at the Premises in which Merchant claimed to have a
properly perfected security interest. The complaint asserted two
causes of action for conversion.
On December 26, 2019, Merchant filed the Amended Complaint in the
State Court Action. The Amended Complaint is identical to the
original complaint except that Merchant asserts a third cause of
action claiming it is entitled to file a notice of pendency on the
Premises. On December 27, 2019 Merchant filed a notice of pendency
on the Premises.
On January 28, 2020, Difficile Realty removed Merchant's action to
the District Court. On March 31, 2020, the District Court referred
the action to the Bankruptcy Court.
Merchant alleged that a former commercial tenant at the Premises,
Raj & Raj, made substantial improvements to the Premises in excess
of $4.2 million and financed the acquisition of certain machinery
and equipment used to operate a restaurant at the Premises with
Merchant's predecessor in interest, AC 12 LLC. According to the
plaintiff, AC 12 assigned to Merchant its right, title and interest
in and to the equipment, including its duly perfected secured lien.
Merchant alleged that it has a first priority lien and security
interest in the equipment and the improvements.
Merchant brought three causes of action against Difficile Realty.
The first, for conversion, sought money damages of $5,197,000.
Merchant claimed that:
(i) on or about July 1, 2019, Difficile Realty converted, sold
and/or conveyed the equipment and improvements,
(ii) upon learning of the alleged unlawful conversion and
sale, Merchant made immediate demand upon Difficile Realty for the
return of the equipment and improvements and/or the proceeds of
sale, asserting the equipment and improvements are subject to
Merchant's duly perfected lien and security interest, and
(iii) Difficile Realty has failed to turn over the property or
any proceeds.
In the second cause of action arising out of Difficile Realty's
alleged conversion, Merchant asserted that the third-party
purchaser of the equipment, inventory and improvements from
Difficile Realty is not a bona fide purchaser because Difficile
Realty was on notice of Merchant's secured interest and lien
thereon. Merchant claimed that Difficile Realty is liable to it
for the value of the equipment, inventory and improvements and the
proceeds realized upon the sale. On this cause of action for
conversion, Merchant sought money damages of $525,000.
Finally, in the third cause of action, which sounds in conversion,
Merchant sought money damages in the amount of $5,197,000.
Merchant alleged that the improvements made by Raj & Raj are
affixed to the Premises rendering them a part of the real property
that Difficile Realty took subject to upon its purchase of the
Premises.
Difficile Realty filed the current motion to dismiss Merchant's
Amended Complaint pursuant to Fed. R. Civ. P. 12(b)(6) for failure
to state a claim. Difficile Realty asserted five grounds for
dismissal:
(1) Merchant and AC 12 knew of the Debtor's bankruptcy case
and failed to assert any security interest in the personal property
at issue during the bankruptcy proceeding and prior to the sale of
the Premises to Difficile Realty;
(2) Merchant failed to sufficiently allege that it holds a
valid, perfected security interest in any assets of Raj & Raj as
the documents attached to the Amended Complaint do not establish
that AC 12 assigned a security interest in any of the assets of Raj
& Raj to Merchant;
(3) the UCC-1 financing statements attached to the Amended
Complaint expired by their own terms on October 30, 2019, a date
prior to the commencement of the State Court Action and is deemed,
pursuant to N.Y. U.C.C. Section 9-515, to never have been perfected
as against a purchaser of the collateral for value;
(4) Merchant's claims are precluded under the doctrines of
equitable estoppel and judicial estoppel because Merchant and AC 12
failed to assert a security interest in the personal property
during the Debtor's bankruptcy case despite (i) having notice of
the bankruptcy case and (ii) submission of two separate documents
by Bethpage Bistro's counsel claiming that Bethpage Bistro is the
owner of the personal property in Raj & Raj's tenant space at the
Premises; and
(5) Merchant waived its rights to the personal property having
failed to enforce the Order of Seizure, as amended, and having
permitted the perfection of its alleged lien to lapse.
In opposing the motion to dismiss, Merchant argued that it has a
security interest in the personal property at the Premises through
executed assignment agreements with AC 12. It also argued that the
UCC financing statements attached to the Amended Complaint were in
effect when Difficile Realty purchased the Premises at the
bankruptcy sale in February 2019 as the lapse in perfection did not
occur until October 2019.
Judge Scarcella noted that Merchant has submitted documents in its
opposition to the motion to dismiss which were not mentioned in or
attached as exhibits to the Amended Complaint. The judge also
stated that he cannot find that the documents are incorporated by
reference in the Amended Complaint or that Merchant relied heavily
on the documents as to render them integral to the Amended
Complaint.
Judge Scarcella also found that the basis for Merchant's purported
security interest in the personal property at issue as alleged in
the Amended Complaint describes an entirely different transaction
than that recounted in the documents submitted in opposing the
motion to dismiss. The judge held that even if he were to consider
the assignment documents attached to Merchant's opposition papers,
he finds that these documents do not support Merchant's allegation
that it has a security interest in Raj & Raj's personal property.
Further, Judge Scarcella found that the Amended Complaint consists
largely of conflicting allegations and conclusory labels regarding
ownership of the personal property at issue and Merchant's claimed
interest in the personal property. The judge thus held that
Merchant has failed to plead factual content that would allow the
Court to draw the reasonable inference that Merchant has a
possessory interest in the subject property and that Difficile
Realty is liable for conversion. Accordingly, the first and second
causes of action for conversion were dismissed.
In the third cause of action, which sounds in conversion and sought
money damages of $5,197,000 for Difficile Realty's alleged
misconduct, Merchant asserted that it is entitled to file a notice
of pendency against the Premises. However, Judge Scarcella had
found Merchant's filing of the notice of pendency to be a misuse of
Article 65 of the N.Y. C.P.L.R. and by Order dated June 10, 2020
cancelled the notice of pendency. The judge thus held that this
cause of action as it relates to the notice of pendency must be
dismissed. Judge Scarcella slso found that, to the extent this
third cause of action seeks monetary damages for conversion, it
failed to state a viable claim for conversion.
A full-text copy of Judge Scarcella's Memorandum Decision and
Order, dated December 22, 2020, is available at
https://tinyurl.com/ya6cjrsu from Leagle.com.
About Sun Property Consultants, Inc.
Sun Property Consultants, Ltd., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-72267) on May
23, 2016. The petition was signed by Rajesh K. Singh, authorized
representative. The Debtor is represented by Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament LLP. The case is assigned to
Judge Louis A. Scarcella. At the time of the filing, the Debtor
estimated its assets at $10 million to $50 million and debt at $1
million to $10 million.
No creditors committee has been appointed in the case.
TAMARAC 10200: Jan. 21, 2021 Disclosure Statement Hearing Set
-------------------------------------------------------------
On Dec. 17, 2020, debtors Tamarac 10200, LLC, and Unipharma, LLC,
filed with the U.S. Bankruptcy Court for the Southern District of
Florida, Fort Lauderdale Division, a Disclosure Statement and Plan.
On Dec. 31, 2020, Judge Peter D. Russin ordered that:
* Jan. 21, 2021 at 12:00 (Noon) by video conference is the
hearing to consider approval of the Disclosure Statement.
* Jan. 14, 2021 is fixed as the last day for filing and serving
objections to the Disclosure Statement.
A full-text copy of the order dated Dec. 31, 2020, is available at
https://bit.ly/3n4SCBR from PacerMonitor at no charge.
About Tamarac 10200 and Unipharma LLC
Tamarac 10200, LLC owns a 165,000-square-foot manufacturing
facility located in Tamarac, Fla., that packages prescription, over
the counter, and nutraceutical and oral ophthalmic solutions.
Tamarac's affiliate, Unipharma, LLC, is a healthcare packaging
company serving the pharmaceutical and nutraceutical sectors in the
development, manufacturing, and packaging of liquid, disposable,
and single-dose units. Visit https://www.unipharmausa.com/
Tamarac and Unipharma filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No.
20-23346) on Dec. 7, 2020. The petitions were signed by Neil F.
Luria, chief restructuring officer.
At the time of the filing, Tamarac estimated assets of $10 million
to $50 million and liabilities of $50 million to $50 million, while
Unipharma estimated $50 million to $100 million in assets and $100
million to $500 million in liabilities.
The Hon. Peter D. Russin oversees the cases.
The Debtors tapped Berger Singerman LLP as counsel, SOLIC Capital
Advisors, LLC and SOLIC Capital, LLC as restructuring advisor, and
Kurtzman Carson Consultants LLC as notice and claims agent.
TAMARAC 10200: Unsecureds' Recovery in Sale Plan "TBD"
------------------------------------------------------
Tamarac 10200, LLC and Unipharma, LLC, filed with the U.S.
Bankruptcy Court for the Southern District of Florida, Fort
Lauderdale Division, a Joint Plan of Liquidation and a Disclosure
Statement on Dec. 17, 2020.
Since mid-October, the Debtors and their advisors have undertaken
an evaluation of the Debtors' assets, liabilities, and current and
projected financial outlook, and have analyzed various capital
restructuring and reorganization options. Pursuant to such
evaluation, the Debtors and their advisors have determined to
provide this innovative business with a fresh start under a new
management, through a court-supervised sale process that is
intended to maximize the value of the Debtors' assets for the
benefit of their stakeholders. Hence, the filing of the Debtors'
Chapter 11 Cases with the Bankruptcy Court.
After a contemplated sale of substantially all of the Debtors'
assets, the remaining assets in the Estates include Cash on hand
and the Causes of Action.
Holders of General Unsecured Claims in Class 5 will each receive
its pro rata share of the NHTV Class 5 Claims Distribution and
Liquidating Trust Interests with respect to the balance of its
Allowed General Unsecured Claim pari passu with Allowed Prepetition
Unsecured Subordinated Notes Claims and NHTV Lender Secured
Claims.
The Disclosure Statement still has blanks as to the estimated
percentage recovery for holders of unsecured claims totaling $7.1
million. The Debtor also has yet to file its liquidation analysis
that would discuss the proposed recoveries under the Plan and in a
liquidation scenario.
The holders of Existing Tamarac Equity Interests will not receive
or retain any property or interests under the Plan on account of
such interests.
The holders of Existing Unipharma Equity Interests will not receive
or retain any property or interests under the Plan on account of
such interests.
In the ordinary course of their businesses, the Debtors required
the use of cash on hand and cash flow from their operations to fund
their working capital, liquidity needs and other routine payables.
In addition, the Debtors required the use of cash on hand to fund
their Chapter 11 cases and to fund operations through a sale of all
or substantially all of their assets, and ultimately through
confirmation of the Plan. Accordingly, during the course of these
Chapter 11 Cases, the Debtors sought and obtained approval from the
Bankruptcy Court, on an interim basis, to obtain postpetition
financing from the DIP Lender in the principal aggregate amount of
up to $4,100,000 reflected in the interim order authorizing such
postpetition financing. On Dec. 30, 2020, the Court will conduct a
hearing to consider the Debtors' request for approval of DIP
Financing, up to $15,600,000 on a final basis, subject to the terms
of the DIP Documents.
Beginning prior to the Petition Date, the Debtors have been engaged
in a process to sell all or substantially all of their assets. The
sale will be conducted according to the bidding procedures which
has been sought by the Debtors.
A full-text copy of the Disclosure Statement dated Dec. 17, 2020,
is available at https://bit.ly/3mTTfhv from PacerMonitor.com at no
charge.
Counsel to the Debtors:
Paul Steven Singerman, Esq.
BERGER SINGERMAN LLP
1450 Brickell Avenue, Ste. 1900
Miami, FL 33131
Telephone: (305) 755-9500
Facsimile: (305) 714-4340
Email: singerman@bergersingerman.com
About Tamarac 10200
Unipharma -- https://www.unipharmausa.com/ -- is a healthcare
packaging company serving the pharmaceutical and nutraceutical
sectors in the development, manufacturing, and packaging of liquid,
disposable, and single-dose units. Tamarac owns a state-of-the-art,
165,000 square foot, FDA-registered, blow-fill-seal and
conventional seal manufacturing facility built in 2018 located in
Tamarac, Florida, that among other things, packages prescription,
over the counter, and nutraceutical and oral ophthalmic solutions.
Tamarac 10200 and Unipharma, LLC filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla.
Case No. 20-23346) on Dec. 7, 2020. The petitions were signed by
CRO Neil F. Luria. At the time of the filing, Tamarac 10200
disclosed estimated assets of $10 million to $50 million and
estimated liabilities of $50 million to $50 million, while
Unipharma estimated to have $50 million to $100 million in assets
and $100 million to $500 million in liabilities.
The Hon. Peter D. Russin oversees the cases.
The Debtors tapped Berger Singerman LLP as counsel, SOLIC Capital
Advisors, LLC and SOLIC Capital, LLC as restructuring advisor, and
Kurtzman Carson Consultants LLC as notice and claims agent.
TENTLOGIX INC: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
Tentlogix Inc., according to the court docket.
About Tentlogix Inc.
Tentlogix Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 20-22971) on Nov. 27, 2020. At the
time of the filing, the Debtor disclosed $3,135,866 in assets and
$10,689,420 in liabilities. Judge Mindy A. Mora oversees the case.
Kelly, Fulton & Kaplan, P.L. is the Debtor's legal counsel.
TRC FARMS: Solicitation Exclusivity Extended Thru Jan. 17
---------------------------------------------------------
Judge Joseph N. Callaway granted the request of TRC Farms, Inc. for
an extension of their acceptance period of a proposed plan from
November 18, 2020, to January 17, 2021.
The Debtor's Plan was filed on June 22, 2020. On September 22, the
U.S. Bankruptcy Court for the Eastern District of North Carolina,
New Bern Division entered an Order allowing the Debtor's Motion for
Extension of Time and extending the acceptance period through
November 18, 2020.
A copy of the Debtor's Motion to extend is available from
PacerMonitor.com at https://bit.ly/2IRLif9 at no extra charge.
A copy of the Court's Extension Order is available from
PacerMonitor.com at https://bit.ly/35TOcZp at no extra charge.
About TRC Farms Inc.
TRC Farms, Inc., a privately held company in the livestock farming
industry, filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. N.C. Case No. 20-00309) on January 23,
2020. In the petition signed by Timmy R. Cox, president, the
Debtor disclosed $3,846,275 in assets and $5,412,282 in
liabilities.
Judge Joseph N. Callaway oversees the case. The Debtor tapped
Ayers & Haidt, PA as its legal counsel, and Carr Riggs & Ingram,
LLC as its accountant.
TUESDAY MORNING: Plan Exclusivity Extended Until January 22
-----------------------------------------------------------
At the behest of Debtor Tuesday Morning Corporation and its
affiliates, Judge Harlin Dewayne Hale of the U.S. Bankruptcy Court
for the Northern District of Texas, Dallas Division, extended the
period by 60 days within which the Debtors have the exclusive right
to file a Chapter 11 plan and to solicit acceptances to and
including January 22, 2021.
Since filing their Chapter 11 Cases less than six months ago, the
Debtors have reopened all of their stores which had been closed due
to the COVID 19 pandemic, paid down all but $100,000 of their
prepetition secured debt, streamlined their operations by closing
approximately 200 underperforming store locations and their Phoenix
distribution center, funded all of their administrative expense
obligations with free cash without the need to draw on either of
their secured DIP facilities and proposed a plan that pays
creditors in full, with interest and reinstates equity.
Also, the Debtors have already:
(i) rejected several burdensome executory contracts and unexpired
real property leases, including store leases for unprofitable
locations;
(ii) made substantial progress, and have almost completed,
negotiations with landlords regarding post-emergence lease
concessions;
(iii) maintained relationships with vendors that are key to
successful post-emergence operations; and
(iv) implemented numerous operational improvements, including
initiatives relating to cost reduction, labor rationalization, and
improved inventory mix. The monetary impact of the Debtors' efforts
to date will be substantial. The Debtors estimate that the
aggregate go-forward annual savings that will result from store
rent concessions, closure of the Phoenix Distribution Center, and
overhead cost reductions will exceed $38 million.
The Debtors continue to work diligently to develop the optimal exit
from Chapter 11. The Debtors filed an amended Plan and Disclosure
Statement and are continuing to negotiate the terms with the
parties in interest, including but not limited to the Debtors'
pre-petition secured lenders, the Creditors' Committee, and the
Equity Committee.
The Debtors have also negotiated an extension of certain milestones
under the Final ABL DIP Order to provide adequate time for filing
the amended Plan and soliciting acceptances of same. The Debtors
have met post-petition obligations as they come due and have not
borrowed under the Final ABL DIP Order or Final Term DIP Order.
Nevertheless, the Debtors have benefited from the DIP Lenders'
consent to draw on the credit facilities and use cash collateral
for such purposes. The Debtors expect continued satisfaction of
administrative expenses in the ordinary course of the post-petition
business.
The extension of the Exclusivity Period will provide the Debtors
with the opportunity to finalize discussions with key stakeholders
regarding the terms of the Plan, will not prejudice the legitimate
interest of creditors and other parties in interest, and will
afford the Debtors a meaningful opportunity to pursue a feasible
and consensual plan.
A copy of the Debtors' Motion to extend is available from
epiq11.com at https://bit.ly/3qwpsi6 at no extra charge.
A copy of the Court's Extension Order is available from epiq11.com
at https://bit.ly/2JyZ2fb at no extra charge.
About Tuesday Morning Corporation
Tuesday Morning Corporation -- http://www.tuesdaymorning.com/--
together with its subsidiaries, is a closeout retailer of upscale
home furnishings, housewares, gifts, and related items. It operates
under the trade name "Tuesday Morning" and is one of the original
"off-price" retailers specializing in providing unique home and
lifestyle goods at bargain values. Based in Dallas, Tuesday Morning
operated 705 stores in 40 states as of Jan. 1, 2020. For more
information, visit
On May 27, 2020, Tuesday Morning and six affiliates sought Chapter
11 protection (Bankr. N.D. Tex. Lead Case No. 20-31476). Tuesday
Morning disclosed total assets of $92 million and total liabilities
of $88.35 million as of April 30, 2020.
The Honorable Harlin Dewayne Hale is the case judge. The Debtors
tapped Haynes and Boone, LLP as general bankruptcy counsel;
Alixpartners LLP as financial advisor; Stifel, Nicolaus & Co., Inc.
as investment banker; A&G Realty Partners, LLC as real estate
consultant; and Great American Group, LLC as liquidation
consultant. Epiq Corporate Restructuring, LLC, is the claims and
noticing agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on June 9, 2020. The creditors' committee is represented
by Munsch Hardt Kopf & Harr, P.C. Winstead PC, as Texas
co-counsel.
On Oct. 5, 2020, the Office of the U.S. Trustee appointed a
committee to represent equity security holders. The equity
committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal
counsel, and PJ Solomon, L.P. and PJ Solomon Securities, LLC as its
financial advisor and investment banker.
On December 3, 2020, the U.S. Trustee appointed Murphy Marketplace
Station, LLC, and Fairfield Commons Station, LLC as new members of
the official committee of unsecured creditors. Meanwhile, Smokey
Point Commercial, LLC is no longer a member of the committee.
UNIQUE CASEWORK: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------
Debtor: Unique Casework Installations, Inc.
3926 W. 16th St.
Chicago, IL 60623-2000
Chapter 11 Petition Date: December 31, 2020
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 20-22262
Judge: Hon. Jacqueline P. Cox
Debtor's Counsel: William E. Jamison, Jr., Esq.
WILLIAM E. JAMISON & ASSOCIATES
53 W. Jackson Blvd., Suite #309
Chicago, IL 60604
Tel: (312) 226-8500
E-mail: wjami39246@aol.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Patricia Davis, president.
A copy of the Debtor's list of six unsecured creditors is available
for free at:
https://www.pacermonitor.com/view/S5NC6HA/UNIQUE_CASEWORK_INSTALLATIONS__ilnbke-20-22262__0003.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/SXU7M5A/UNIQUE_CASEWORK_INSTALLATIONS__ilnbke-20-22262__0001.0.pdf?mcid=tGE4TAMA
UNITI GROUP: Inks Severance Agreement with Two Executives
---------------------------------------------------------
Uniti Group Inc. entered into new severance agreements with Mark A.
Wallace, executive vice president - chief financial officer and
treasurer of the Company, and Daniel L. Heard, executive vice
president – general counsel and secretary of the Company. The
Severance Agreements replace and supersede the Executives' existing
severance agreements, which were scheduled to expire according to
their terms on Dec. 31, 2020.
The Severance Agreements are effective as of Dec. 30, 2020, and
their terms continue until the earliest of (i) prior to a change in
control, the date of termination determined in accordance with each
Severance Agreement or Dec. 31, 2022, or (ii) after a change in
control, the Company's performance of its obligations under each
Severance Agreement if a payment trigger has occurred or the
expiration of the period for a payment trigger to occur if such
expiration occurs after Dec. 31, 2022.
Each Severance Agreement provides that should the Executive's
employment be terminated by the Company for cause or by the
Executive without good reason, the Company must pay to the
Executive his base salary and any accrued vacation pay through the
date of termination. Additionally, should the Executive's
employment be terminated due to his death or disability, the
Company must pay to the Executive or his estate (i) his base salary
and any accrued vacation pay through the date of termination; (ii)
any incentive compensation earned by or awarded to the Executive
for a completed performance period preceding the date of
termination, to the extent not already paid; and (iii) an amount
equal to the Executive's annual base salary in effect on the date
of termination.
Each Severance Agreement also provides that should the Executive's
employment be terminated by the Company without cause or by the
Executive for good reason and such termination does not occur at
the same time or within one year following a change in control of
the Company, the Company must pay to the Executive, in lieu of any
other post-termination benefits, the following:
* his base salary and any accrued vacation pay through the date
of termination;
* any incentive compensation that has been earned by or awarded
to the Executive for a completed performance period preceding the
date of termination, to the extent not already paid;
* an amount equal to one and a half (1.5) times the sum of (x)
his then current annual base salary and (y) the average of the
bonus payments paid to the Executive during the three years (or
shorter period, as applicable) preceding the year in which the date
of termination occurs; and
* his health, vision and dental insurance benefits for 12
months.
Finally, should the Executive's employment be terminated by the
Company without cause or by the Executive with good reason and such
termination occurs at the same time as or within one year following
a change in control of the Company, each Severance Agreement
obligates the Company to pay or provide to the Executive the
following:
* his base salary and any accrued vacation pay through the date
of termination;
* any incentive compensation that has been earned by or awarded
to the Executive for a completed performance period preceding the
date of termination, to the extent not already paid;
* a pro-rated portion of the Executive's then-current target
incentive compensation, reduced by any amount paid for the fiscal
year during which the date of termination occurs;
* an amount equal to two times the sum of (x) his annual base
salary in effect immediately prior to the change in control or
payment trigger, whichever is higher and (y) the average of the
bonus payments paid to the Executive during the three years (or
shorter period, as applicable) preceding the year in which the date
of termination occurs;
* the Executive's health, vision and dental insurance benefits
for twenty-four months; and
* certain outplacement services.
The Company will pay or provide the foregoing in the manner set
forth in the Severance Agreements.
In the event that certain payments or benefits under the Severance
Agreements would be subject to an excise tax under Section 4999 of
the Internal Revenue Code, as amended, then such payments or
benefits may be reduced in the manner set forth in the Severance
Agreements.
The Company is only obligated to pay or provide, or continue to pay
or provide, benefits for termination by the Company not for cause
prior to a change in control or certain benefits in the event of a
payment trigger to the extent that the Executive executes a waiver
and release in the form set forth in the Severance Agreements and
otherwise remains in compliance with certain covenants set forth
therein. The Severance Agreements include one year
post-termination non-disclosure, non-compete and non-interference
covenants.
About Uniti
Headquartered in Little Rock, Arkansas, Uniti --
http://www.uniti.com-- is an internally managed real estate
investment trust. It is engaged in the acquisition and
construction of mission critical communications infrastructure, and
is a provider of wireless infrastructure solutions for the
communications industry. As of Sept. 30, 2020, Uniti owns 6.7
million fiber strand miles and other communications real estate
throughout the United States.
PricewaterhouseCoopers LLP, in Little Rock, Arkansas, the Company's
auditor since 2014, issued a "going concern" qualification in its
report dated March 12, 2020, citing that the Company's most
significant customer, Windstream Holdings, Inc., which accounts for
approximately 65.0% of consolidated total revenues for the year
ended Dec. 31, 2019, filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code, and uncertainties surrounding
potential impacts to the Company resulting from Windstream
Holdings, Inc.'s bankruptcy filing raise substantial doubt about
the Company's ability to continue as a going concern.
As of Sept. 30, 2020, the Company had $4.83 billion in total
assets, $6.83 billion in total liabilities, and a total
shareholders' deficit of $1.99 billion.
* * *
Also in March 2020, S&P Global Ratings placed all ratings on U.S.
telecom REIT Uniti Group Inc., including the 'CCC-' issuer credit
rating, on CreditWatch with positive implications. The CreditWatch
placement follows the company's announcement it reached an
agreement in principle with its largest tenant Windstream Holdings
Inc. to resolve all legal claims it asserted against Uniti in the
context of Windstream's bankruptcy proceedings.
VAIL RESORTS: Egan-Jones Lowers Senior Unsecured Ratings to B+
--------------------------------------------------------------
Egan-Jones Ratings Company, on December 24, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Vail Resorts Incorporated to B+ from BB-.
Headquartered in Broomfield, Colorado, Vail Resorts, Inc. operates
resorts in Colorado. The Company's resorts include Vail Mountain, a
ski mountain complex, and Beaver Creek Resort, a family-oriented
mountain resort.
VETERINARY CARE: Plan Confirmed, Settlements Okayed by Judge
------------------------------------------------------------
Judge Christopher Lopez has entered findings of fact, conclusions
of law and order confirming the First Amended Joint Combined
Chapter 11 Plan and Disclosure Statement of Veterinary Care, Inc.
and TVET Management LLC.
The entry of the Plan Confirmation Order will constitute the
Court's approval, as of the Effective Date, of each of the
compromises and settlements embodied in the Plan, Plan Supplement,
Shareholder Settlement, and Petco Settlement, including the
treatment of Claims and Interests under the Plan, and the Court's
finding that all such compromises or settlements are: in the best
interest of the Debtors, their estates, and their respective
creditors and stakeholders; fair, equitable and within the range of
reasonableness; and satisfy the requirements of Bankruptcy Rule
9019 and Section 1123(b)(3)(A) of the Bankruptcy Code.
As more fully described in the Plan, the Debtors entered into a
settlement agreement (the "Shareholder Settlement") with Thomas,
Van Pelt, VPSR, VP Midtown, and certain Series B equity owners.
As more fully described in the Plan, on April 21, 2020, Petco
Animal Supplies Stores, Inc., on behalf of itself and unnamed
affiliates (collectively, "Petco"), filed Proof of Claim No. 29-1
(the "Petco Claim") against the Estates in the amount of
$14,474,174, based on alleged damages arising under the Master
Veterinary Care Agreement dated Aug. 2, 2019 ("Master VCA"). At a
hearing held on Sept. 11, 2020, the Court ruled that Petco's
damages related to the Petco Claim were capped at $1,000,000 in the
aggregate. The parties' rights, claims, and defenses as to the
actual amount of such damages was preserved and reserved for future
determination. The Debtors and Petco have since attended mediation
and resolved this dispute (the "Petco Settlement"). The Petco
Settlement was approved by Court order on Dec. 17, 2020. Under
the Petco Settlement, the Master VCA is terminated, and the Debtors
will pay $560,000 to Petcoin accordance with the Petco Settlement
Order in full and final settlement of the Petco Claim and any
unfiled claims.
The Plan contemplates liquidating and distributing all the Debtors'
assets and, as such, there will be no need for further financial
reorganization or liquidation. Accordingly, the Plan is feasible
and complies with Section 1129(a)(11) of the Bankruptcy Code.
A full-text copy of the Plan Confirmation Order dated December 17,
2020, is available at https://bit.ly/3hneWp9 from PacerMonitor.com
at no charge.
Attorneys for the Debtors:
Matthew S. Okin
James W. Bartlett, Jr.
David L. Curry, Jr.
Johnie A. Maraist
OKIN ADAMS LLP
1113 Vine St., Suite 240
Houston, Texas 77002
Tel: 713.228.4100
Fax: 888.865.2118
E-mail: mokin@okinadams.com
jbartlett@okinadams.com
dcurry@okinadams.com
jmaraist@okinadams.com
About Veterinary Care
Veterinary Care Inc., d/b/a Vitalpet, offers pet care services.
Petitioning creditors Dr. Warren Resell, Dr. James H. Kelly, Dr.
Larry D. Wood, filed an involuntary Chapter 11 petition (Bankr.
S.D. Tex. Case No. 19-35736) against Veterinary Care, Inc. on Oct.
10, 2019. The petitioners are represented by Richard L. Fuqua,
Esq., at Fuqua & Associates, P.C., in Houston.
TVET Management LLC filed a voluntary Chapter 11 petition (Bankr.
S.D. Tex. Case No. 19-36430) on Nov. 18, 2019.
On Nov. 19, 2019, the court ordered the joint administration of
Veterinary Care's and TVET's bankruptcy cases. The cases are
jointly administered under Case No. 19-35736.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Okin Adams LLP as their legal counsel, and The
Claro Group, LLC as their financial advisor. Douglas Brickley,
managing director of Claro Group, is the CRO.
VILLA TAPIA: 2nd Amended Plan Targets March 1 Effective Date
------------------------------------------------------------
Villa Tapia Citi Fresh Supermarket Corp submitted a Second Amended
Plan and Second Amended Disclosure Statement that provide for minor
changes from their prior versions.
The Second Amended Disclosure Statement added this paragraph: "It
is anticipated that the Effective Date of the Plan will be March 1,
2021 (the "Effective Date"). On the Effective Date, the SBA Loan
proceeds will be further used by the Debtor to pay down and pay off
other debts so that it will be in a much better position to manage
the remainder of its debt through its monthly Plan payments."
Like in the prior iteration of the Plan, the Second Amended Plan
projects a 100% recovery for unsecured creditors over time.
Class 3 is an impaired class consisting of nonpriority unsecured
claims held by Con Edison ($15,385), National Grid ($1,014), the
New York State Department of Taxation and Finance ($980) and the
Internal Revenue Service ($1,717).
The Plan proposes this payment schedule for unsecured claims:
* On the Effective Date, the Debtor will (i) pay the first of 48
monthly payments to Con Edison to pay in full their prepetition
unsecured debt in the amount of $15,385, with 47 payments in the
amount of $321 and the 48th payment in the amount of $298, and (ii)
pay the first of three monthly payments in the amount of $337.84
each to National Grid to pay in full its prepetition unsecured debt
in the amount of $1,014.
* On the 13th month of the Plan, the Debtor will make the first
of 48 monthly payments to (1) the Internal Revenue Service to pay
its combined debt of $7,715, with payments in the amount of $160.74
and the 48th payment in the amount of $160.54, and (2) the New York
City Department of Finance to pay its combined debt of $1,685, with
47 payments in the amount of $35.11 and the 48thpayment in the
amount of $35.09, and (3) the New York State Department of Taxation
and Finance to pay its combined debt of $12,092.64, with 48
payments all in the amount of $251.93.
The Debtor is projecting a remainder of $15,980 which will be used
by the Debtor as a "Rainy Day Fund" to be applied, with the prior
approval of the Court, to alleviate any shortfalls in Plan payments
that may arise.
The Second Amended Disclosure Statement discloses that the Plan
provides for payment to its creditors in amounts that gradually
increase over the first 47 months of the Plan and then decrease
over the final 13 months of the Plan. This "step-up" method of
payment is designed to coordinate the Debtor's payments with what
is anticipated to be the gradual increase in revenue from the
construction site and, eventually, from the sanitation garage next
door.
The Payment Schedule is also structured in such a way that the
amount of the monthly Plan payments will always be less than what
the Debtor is paying pre-confirmation on its monthly debt service.
A full-text copy of the Second Amended Disclosure Statement dated
December 28, 2020, is available at https://bit.ly/354Iy61 from
PacerMonitor.com at no charge.
About Villa Tapia Citi Fresh Supermarket Corp.
Based in Brooklyn, N.Y., Villa Tapia Citi Fresh Supermarket Corp.
is a delicatessen located at 40 Nostrand Avenue, Brooklyn,
NY11205.
It fell behind on its debt obligations in mid-2019 after it lost
its W.I.C. license, which enabled it to sell certain nutritional
children's products to holders of W.I.C. (Women, Infants and
Children) food subsidy cards.
The Company subsequently fell behind on its rent payments to
landlord Nostrand Avenue Equities, and on its loan payments to
Eastern Funding LLC, which held a secured first lien on all the
Debtor's property, and to Resnick Supermarket Equipment Corporation
and General Trading Company, both of whom held junior liens.
Villa Tapia Citi Fresh Supermarket Corp. filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Case No. 20-40357) on Jan. 20, 2020, listing under $1 million in
both assets and liabilities.
Previously, Judge Elizabeth S. Stong oversees the case, now the
case is assigned to Judge Nancy Hershey Lord. Phillip Mahony,
Esq., is the Debtor's bankruptcy counsel. The Debtor tapped
Sgouras Law Firm, PLLC as its legal counsel for non-bankruptcy
matters, and Marcum LLP as its accountant.
VTV THERAPEUTICS: Jeffrey Kindler Resigns as Director
-----------------------------------------------------
Jeffrey B. Kindler resigned from the Board of Directors of vTv
Therapeutics, Inc., effective as of Dec. 23, 2020. Mr. Kindler did
not resign as a result of any disagreement with the Company
relating to the Company's operations, policies or practices.
Appointment of Director
On Dec. 30, 2020, the Board of Directors of vTv Therapeutics Inc.,
upon recommendation of the Nominating and Corporate Governance
Committee of the Board, appointed Robin E. Abrams, as executive
chairman and a member of the Board, effective immediately. Ms.
Abrams will serve a term through the date of the next annual
meeting of the Company's stockholders. In addition, Ms. Abrams
will serve as a member of the Nominating and Corporate Governance
Committee. In connection with her appointment, Ms. Abrams resigned
from her role as executive vice president and general counsel of
the Company, a position which she has held since 2016.
In connection with her appointment as executive chairman, the
Company entered into a services agreement with Ms. Abrams. The
services agreement provides for a base fee of not less than
$250,000. Ms. Abrams is also eligible to receive annual cash and
equity performance bonuses in respect of each completed fiscal year
as determined by the Compensation Committee of the Company. The
services agreement does not specify the performance metrics and
goals for the annual target cash and equity awards, which metrics
and goals will be established by the Compensation Committee. Any
such equity awards will generally vest in three equal installments
of 33.33% on each anniversary of the date of grant, subject to
continued performance of services on the applicable vesting date
(provided that upon certain qualifying terminations, such awards
shall vest in full). The services agreement contains a customary
one-year post termination non-compete and non-solicit and other
customary terms.
Though the services agreement with Ms. Abrams does not provide for
severance, it does provide for full acceleration of vesting of
outstanding equity awards upon certain qualifying terminations of
services.
Ms. Abrams is general counsel and chief administrative officer of
SIGA Technologies, Inc. a position she has held since April 2016.
Prior to her roles at SIGA and the Company, Ms. Abrams had an
extensive career in the pharmaceutical industry and served as an
Assistant United States Attorney in the Southern District of New
York.
Executive Promotion
David M. Lambert III has been promoted to senior vice president and
general counsel in connection with Ms. Abrams' appointment as
executive chairman and resignation as executive vice president and
general counsel. Mr. Lambert was previously vice president, senior
counsel for the Company, a role he has held since 2016. Prior to
his role at the Company, Mr. Lambert was an associate at Latham &
Watkins LLP in its Washington, D.C. office and at Womble Bond
Dickinson in its Winston-Salem, NC office. Mr. Lambert holds a
J.D. and an MBA from the University of North Carolina at Chapel
Hill.
About vTv Therapeutics
vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company
focused on developing oral small molecule drug candidates. vTv has
a pipeline of clinical drug candidates led by programs for the
treatment of type 1 diabetes, Alzheimer's disease, and inflammatory
disorders. vTv's development partners are pursuing additional
indications in type 2 diabetes, chronic obstructive pulmonary
disease (COPD), and genetic mitochondrial diseases.
vTv Therapeutics reported a net loss attributable to common
shareholders of $17.91 million for the year ended Dec. 31, 2019
compared to a net loss attributable to common shareholders of $8.65
million for the year ended Dec. 31, 2018. As of Sept. 30, 2020,
the Company had $7.05 million in total assets, $12.83 million in
total liabilities, $45.59 million in redeemable noncontrolling
interest, and a total stockholders' deficit attributable to the
Company of $51.37 million.
Ernst & Young LLP, in Raleigh, North Carolina, the Company's
auditor since 2000, issued a "going concern" qualification in its
report dated Feb. 20, 2020 citing that to date, the Company has not
generated any product revenue, has not achieved profitable
operations, has insufficient liquidity to sustain operations and
has stated that substantial doubt exists about the Company's
ability to continue as a going concern.
WC 56 EAST AVENUE: Unsecured Creditors to Recover 100% in Plan
--------------------------------------------------------------
WC 56 East Avenue, LLC, filed an Amended Disclosure Statement for
its Second Amended Plan of Reorganization on Dec. 29, 2020.
The secured claim of 56 East Avenue, LP ("Lender") in Class 1 will
be paid as follows: (i) $500,000 in cash on the Effective Date, and
(ii) from tenant rents or other sources, the sale of the Property
or refinance proceeds postconfirmation, with interest-only payments
to be made monthly beginning on the 15th day of the month after the
Effective Date at three and one quarter percent (3.25%) per annum
simple interest, or such other rate as is determined by the Court.
All remaining principal, interest and costs will be due and payable
on or before June 30, 2021.
Holders of general unsecured claims in Class 2 totaling $75,930
will recover 100%. Each holder of an Allowed Unsecured Claim will
receive payment in full of the allowed amount of each holder's
claim, to be paid 30 days following payment of the Class 1 claim.
The Debtor has pursued marketing the Property for sale, which
efforts were significantly inhibited by the impact of COVID-19.
Undeniably, since March of 2020, there has been unprecedented
disruption to the real estate financing and transaction
marketplace. The Debtor has had to modify the sale process to
account for the impact that COVID-19 has had on the marketing
process, including the extent and length of the "stay at home"
orders being issued at the state, county, and city levels across
the country. The Debtor began its marketing process just before
the global pandemic, after which the volume of commercial real
estate deals fell to the lowest level in a decade, according to
public reports. Deal volume nationally totaled $11 billion in
April, a 71 percent year-over-year drop, according to commercial
real estate data provider Real Capital Analytics. The number of
deals, meanwhile, has fallen an average of 36 percent since
January, but saw a drop of 61 percent between March and April.
Deal activity started to improve mid-summer and then dropped again
with the resurgence of COVID-19 cases. The foregoing had a
significant impact on the Debtor's marketing efforts during 2020.
Though the marketing efforts resulted in signed non-disclosure
agreements from over 140 interested purchasers, the consistent
response from interested purchasers during this period was that due
to the pandemic's effect on the transaction velocity in the real
estate sales and financing markets, they were "sitting on the
sidelines" until the market activity opened up again. As such,
though the deadlines contemplated in the bid procedures did not
allow the vast number of interested purchasers to participate in
the sale process, the interested purchaser activity demonstrated to
Debtor that a sale of the property is possible within the time
frame contemplated by this Plan.
As such, the Debtor exercised its discretion to remove the Property
from the market for sale temporarily, seek confirmation of their
plan of reorganization which will include commencing paydown and
payments to Lender. After the Effective Date, the Debtor intends
to restart the marketing process to enable the solicitation of
offers that will maximize value for the Debtor’s estate and pay
all creditors in full.
The Bankruptcy Court has entered an order fixing Feb. 8, 2021, at
2:45 p.m., Bankruptcy Courtroom 1 for the Hon. Tony M. Davis, 903
San Jacinto, Austin, Texas as the date, time and place for the
initial commencement of a hearing on confirmation of the Plan, and
fixing Feb. 1, 2021, at 5:00 p.m., as the time by which all
objections to confirmation of the Plan, which must be accompanied
by a memorandum of authorities, must be filed with the Bankruptcy
Court and served on counsel for the Debtor.
A full-text copy of the Amended Disclosure Statement dated Dec. 29,
2020, is available at https://bit.ly/3o7DpS4 from PacerMonitor at
no charge.
Attorneys for the Debtor:
WALLER LANSDEN DORTCH & DAVIS, LLP
Morris D. Weiss
Mark C. Taylor
Evan J. Atkinson
100 Congress Ave., Suite 1800
Austin, Texas 78701
Telephone: (512) 685-6400
Facsimile: (512) 685-6417
E-mail: morris.weiss@wallerlaw.com
mark.taylor@wallerlaw.com
evan.atkinson@wallerlaw.com
About WC 56 East Avenue
WC 56 East Avenue, LLC, is a single asset real estate debtor, as
defined in Section 101(51B) of the Bankruptcy Code. It owns 56
East Avenue, a 1.12 acre parcel located in the Rainey Street
District in downtown Austin.
WC 56 East Avenue sought Chapter 11 protection (Bankr. W.D. Tex.
Case No. 19-11649) on Dec. 2, 2019, in Austin, Texas. In the
petition signed by Brian Elliott, the Debtor's corporate counsel,
the Debtor was estimated to have between $10 million and $50
million in both assets and liabilities. Judge Tony M. Davis is
assigned to the case. The Debtor tapped Waller Lansden Dortch &
Davis, LLP as its legal counsel, and Lain, Faulkner & Co., P.C., as
its accountant.
WONDERWORK INC: Court Partly Grants Bids to Dismiss
---------------------------------------------------
Judge Stuart M. Bernstein of the United States Bankruptcy Court for
the Southern District of New York granted in part and denied in
part the motions filed by former officers and directors of the
debtor, Wonderwork, Inc., to dismiss the Amended Complaint (AC)
filed by Vincent A. Sama, Litigation Trustee of the WW Litigation
Trust created under Wonderwork's confirmed plan.
Sama commenced an adversary proceeding against Woodwork's former
officers and directors alleging breach of fiduciary duty and
bankruptcy avoidance claims.
In a prior decision, the Court granted the motion to dismiss the
original complaint that was filed by the Director Defendants
Theodore Dysart, John J. Coneys, Steven Levitt, Clark Kokich,
Steven Rappaport, Richard Price, and Mark Atkinson. The Court also
granted in part and denied in part the motions to dismiss by Brian
Mullaney, the debtor's CEO, and Hana Fuchs, the debtor's CFO. The
Court also granted leave to replead.
The Plaintiff subsequently filed an amended complaint, and the
Defendants filed new motions to dismiss. The Motions were granted
in part and denied in part, and the Plaintiff was directed to file
a more definite statement regarding the avoidance claims to the
extent indicated below:
A. Claims Against the Directors
Judge Bernstein stated that the directors are only liable if they
"knew that they were not discharging their fiduciary obligations."
The judge's opinion divides the breach of fiduciary duty claims
against the Director Defendants into four categories:
(1) Mullaney's Compensation
In the AC, the Plaintiff still contends that the Director
Defendants breached their fiduciary duties when they awarded
Mullaney the bonuses and other perquisites he received.
Judge Bernstein found that the AC adequately alleges that in
awarding the bonuses for the years 2013, 2014 and 2015, Coneys and
Dysart acted with gross negligence and breached their fiduciary
duties when they failed to rely on available information
identified by the Pearl Meyer & Partners, the compensation
consultant that the Board retained in 2013.
The judge, however, also found that the AC does not allege any
facts supporting the inference that the 2015 Directors were aware
of the Pearl Meyer Report or its recommendations regarding
Mullaney's bonus.
The AC also implies that the Director Defendants breached their
fiduciary duties by allowing the reimbursement of Mullaney's
personal, often unsubstantiated travel and entertainment expenses
for him and his wife, as well as the payment of the premiums on a
multimillion-dollar policy insuring Mullaney's life on which his
wife was the beneficiary.
Judge Bernstein, however, found that the AC does not allege facts
plausibly implying that the Director Defendants "knew that they
were not discharging their fiduciary obligations."
The Plaintiff further contended that it was irrational and an utter
dereliction of duty for Coneys and Dysart to allow the Debtor to
pay Mullaney's personal legal fees, expenses and settlements in
connection with litigations as to which the Debtor was not a
party.
Judge Bernstein found that the AC is sufficient to foist the burden
on Dysart and Coneys to provide an explanation, and concluded that
the AC states a claim for breach of fiduciary duty by Coneys and
Dysart.
(2) Operational Matters
Impact loans allow investors to earn a return on their capital
while also creating a positive social impact. For approximately
one year beginning in May 2013, Mullaney entered into a series of
impact loans that collectively totaled close to $10 million payable
in five years.
Judge Bernstein found that the AC adequately alleges a claim
against Coneys or Dysart in connection with these impact loans
because, though aware of the looming, future problem, they did
nothing to stop or limit the impact borrowing.
The AC also alleges that Mullaney made numerous misrepresentations
in its fundraising materials regarding the sources and uses of
funds. The AC, however, does not allege that the Director
Defendants authorized or made the misrepresentations. Judge
Bernstein thus found legally insufficient the claim that the
members of the Board breached their fiduciary duties by failing to
monitor Mullaney's representations in the solicitation materials.
The AC further alleges that the Debtor did not segregate its
restricted funds, did not keep track of its restricted funds
currently, and did not adopt adequate controls over the spending of
such funds, consistent with proper practices. In addition, the AC
pleads that the Debtor misused restricted funds, including funds
contributed in response to solicitations describing other uses for
the donations.
Judge Bernstein held that the AC states a claim for breach of the
fiduciary duty of loyalty. The judge found that the AC
sufficiently alleges that the Director Defendants continuously
failed to monitor the Debtor's adherence to state law or even adopt
a system to monitor the correct characterization and use of the
restricted donations the Debtor was receiving.
(3) Miscellaneous Pre-petition Claims
In 2016, the Debtor got involved in arbitration against HelpMeSee,
Inc. (HMS) which gave the latter a total award of $11,124,170.78.
The Plaintiff appears to blame the Director Defendants, including
the 2015 Directors, for the adverse arbitration award.
Judge Bernstein, however, held that the AC's contention that the
Director Defendants breached their fiduciary duties by not getting
"involved" or "undertak[ing] an investigation" is wholly
conclusory. The judge held that any claim that the Director
Defendants breached their fiduciary duties by failing to monitor or
investigate the claims in the arbitration lacks merit and is
dismissed.
Further, the AC alleges that Dysart resigned from the Board in
November 2015 as a result of disagreements with Mullaney regarding
Mullaney's compensation and whether the Debtor should retain
employment counsel in connection with Mullaney's proposed
employment agreement. The substance of the Plaintiff's allegation
is that Dysart was concerned that the Debtor was about to engage in
a ruinous course of conduct by entering into an Employment
Agreement with Mullaney without the assistance of counsel and quit
rather than raise his concerns with Coneys and Kant who were
otherwise unaware of the danger.
Judge Bernstein found that this states a claim for breach of
fiduciary duty.
(4) Miscellaneous Post-Petition Claims
On January 18, 2017, HMS moved for the appointment of a chapter 11
trustee. The Debtor opposed the motion, and Kokich, Coneys,
Levitt, Price, Rappaport, and Atkinson filed supporting
declarations opposing the Trustee Motion. The Plaintiff asserts
that the Director Declarants breached their fiduciary duties of due
care and good faith by submitting the declarations, and their
actions added to the post-petition expenses incurred by the
estate.
Judge Bernstein found that the Plaintiff's allegations relating to
the submission of the Director Declarations fails to state a claim
for breach of the duty of care or loyalty.
On May 24, 2017, the Bankruptcy Court approved the Debtor's
retention of BDO USA LLP to audit the Debtor's Financial Statements
of June 30, 2016 and prepare its IRS Form 990.
The AC charges that Coneys and the 2015 Directors breached their
fiduciary duties in "failing to inform the Court or otherwise take
appropriate action in connection with the various issues that arose
in the BDO audit," and seeks to recover the cost of BDO's services.
The AC implies that the Board and/or the Audit Committee (Coneys
and Rappaport) were slow to react to the concerns that BDO had
expressed and should have dealt directly with BDO rather than run
BDO's informational requests through counsel.
Judge Bernstein held that whether the Board and/or the Audit
Committee acted reasonably is ultimately a question of fact, but if
they did not, they may be liable for the increased costs caused by
their actions.
Four days after the Court issued its sua sponte Order to Show Cause
why Debtor should not be held in contempt for failing to complete
the audit, Mullaney requested and Fuchs authorized the Debtor to
pay Mullaney $237,500, allegedly for past due compensation. On
October 19, 2017, the day before the Examiner's Report was due to
be filed, Mullaney requested and Fuchs authorized the Debtor to pay
Mullaney $158,333.32, which included his salary for the month of
October, even though Mullaney had never previously received a
salary payment in advance. Both payments were made without Court
approval, and Mullaney now acknowledges that he was not entitled to
the October payment, and it is subject to avoidance.
The AC alleges that the Board breached its fiduciary duty in
failing to constrain the salary payment made to Mullaney amounting
to $237,500 four days after the Court issued its sua sponte Order
to Show Cause why Debtor should not be held in contempt for failing
to complete the audit, as well as another salary payment of
$158,333.32 made the day before the Examiner's Report was due to be
filed.
Judge Bernstein held that the AC fails to allege the "red flags"
necessary to support a claim that the Board should have but failed
to constrain the salary payments.
B. Claims Against Mullaney
Mullaney moved to dismiss the following Counts. Alternatively, he
sought a more definite statement.
1. Count 8: Breach of Fiduciary Duty
The AC continues to assert the "limbo pay" scheme as a breach of
Mullaney's fiduciary duty of loyalty, but Judge Bernstein adhered
to his previous conclusion to dismiss the breach of fiduciary duty
claims relating to the "limbo pay" scheme and the ostensible tax
fraud and improper reporting relating to that scheme.
The AC charges that Mullaney procured the payment by the Debtor of
personal, unsubstantiated and/or excessive expenses in violation of
the Debtor's Travel Policy. Again, Judge Bernstein adhered to his
earlier decision to decline to dismiss the breach of fiduciary duty
claims relating to this payment.
The AC also implies, when read in conjunction with the Examiner's
Report, that Mullaney caused the Debtor to pay or reimburse his
life insurance premiums without Board approval. Judge Bernstein
held that this states a claim for breach of the duty of loyalty.
Judge Bernstein also dismissed the breach of fiduciary duty claim
against Mullaney relating to the failure to segregate or use
restricted funds in accordance with the donor's intent. The judge
had observed that the AC does not allege facts, other than those
relating to the "limbo pay" ledger, implying that Mullaney and
Fuchs "cooperated" in the creation of any misleading books and
records or that Mullaney had any role in the maintenance of the
Debtor's books and records.
The AC charges that Mullaney breached his fiduciary duty of care by
routinely using false solicitation materials. The AC attributes
the making of the misrepresentations to Mullaney who, as alleged,
largely drafted the fundraising materials.
Judge Bernstein found that the allegations of Mullaney's
involvement in fundraising, including the preparation of
solicitation materials, is plausible given that the Debtor was
paying him a substantial salary and annual bonuses to raise funds.
Thus, the judge ruled that the claim that Mullaney breached his
duty of care by making the misrepresentations to prospective donors
identified in the AC and the Examiner's Report, is not dismissed.
d. Post-Petition Payments
The AC alleges that Mullaney breached his duty of loyalty by
causing the Debtor "to pay Mullaney $395,833.32 in post-petition,
non-ordinary course payments on the eve of release of the
[Examiner's] Report without disclosure or approval of the Court."
Judge Bernstein found that, except for the prepayment of the second
October installment, the Plaintiff has not articulated a basis for
concluding that the payment of Mullaney's salary, even under the
circumstances alleged in the AC, violated a duty of good faith or
loyalty. Accordingly, the judge granted the motion to dismiss the
part of the breach of fiduciary duty claim based on the
post-petition salary payments except for the second October
installment.
2. Counts 10-12: Fraudulent Transfers
Counts 10 through 12 allege that Mullaney received constructive
fraudulent transfers under New York State law, (Count 10), and
federal bankruptcy law (Counts 11 and 12).
Judge Bernstein said that the Plaintiff must provide a more
definite statement identifying claims to recover transfers to
Mullaney as an initial transferee on the one hand, and as the
"entity for whose benefit" the transfer was made on the other. The
judge further said that this should also streamline the case as the
Examiner's Report suggests that there may be few if any transfers
made directly to Mullaney aside from the bonuses.
3. Count 14: Unauthorized Post-Petition Transfers
Count 14 alleges that during the post-petition period, Mullaney
continued to use his American Express card for excessive, personal
and undocumented expenses, and that as a result, the Debtor
reimbursed him $59,517.70 for the period December 28, 2016 through
September 26, 2017. In addition, he also received two salary
payments in the aggregate sum of $395,833.32.
Mullaney does not contest the avoidability of the $158,283 payment.
However, Judge Bernstein held that the Plaintiff must separately
state the reimbursement claim, distinguishing between direct
payments to third party vendors on Mullaney's behalf and payments
made directly to Mullaney.
This leaves the $237,550 salary payment made in September 2017 that
covered six months of past due salary. Judge Bernstein concluded
that the claim failed to allege that the payment fell outside of
the ordinary course of business, and hence, require Court approval.
Accordingly, the judge dismissed the claim to avoid the payment of
$237,550.
C. Claims Against Fuchs
Judge Bernstein adhered to his prior determination denying the
motion to dismiss the breach of fiduciary duty claim related to the
"limbo pay" scheme, as well as the claims relating to the payment
of Mullaney's expenses in violation of the Travel Policy and the
compensation that Fuchs and Mullaney caused the Debtor to pay to
Fuchs as a quid pro quo to cover up Mullaney's malfeasance.
Judge Bernstein also found insufficient and dismissed the claim
alleging that Fuchs had misled donors in the solicitation materials
used by the Debtor. The judge found that the AC does not allege
any communications, email or otherwise, between Fuchs and any
donors; that Fuchs ever sent copies of the public disclosures to
donors; or even that the donors ever read them.
The AC alleges that Fuchs and Mullaney had breached their fiduciary
duties in connection with the Debtor's failure to adhere to the
Policy Manual in a variety of ways, including by treating all funds
as fungible and failing to segregate or spend the funds consistent
with applicable law. The only allegations specifically directed at
Fuchs are that she prepared a "roll forward" schedule to show the
change in restricted fund balances over the course of the year, and
improperly used joint cost accounting principles; charging against
the restricted funds a portion of the $25 million Debtor spent on
direct mail.
Judge Bernstein, howerver, found that, absent some contrary legal
requirement that the Plaintiff has not identified, Fuchs' use of
the "roll forward" method involved an element of business judgment,
and the Plaintiff has failed to plead around the business judgment
rule presumption and failed to allege that she breached her
fiduciary duty of care. The judge also found that the AC fails to
allege a claim that Fuchs breached her fiduciary duty of care in
her use of joint cost allocation accounting principles.
The failure to segregate restricted donations, however, is a
different story. The judge held that the segregation was required
by state law and the Policy Manual, and the failure to follow the
law and corporate policy constituted a breach of the duty of care.
AC alleges that Mullaney requested and Fuchs authorized the Debtor
to pay Mullaney $237,500 four days after the Court issued an Order
to Show Cause why Debtor should not be held in contempt for failing
to complete the audit. In addition, Mullaney requested and Fuchs
authorized Debtor to pay Mullaney $158,333.32 the day before the
Examiner's Report was scheduled to be filed.
Judge Bernstein has concluded that the payment of all but the last
October salary installment did not state a claim for breach of
fiduciary duty against Mullaney. For the same reasons, the judge
held that the motion to dismiss this claim for breach fiduciary
duty asserted against Fuchs is also dismissed except for the second
October installment.
Judge Bernstein has also considered the remaining arguments made by
the parties and concluded that they lack merit or have been
rendered moot by dispositions rendered by the Court.
The case is In re: WONDERWORK, INC., Chapter 11, Debtor. VINCENT A.
SAMA, as Litigation Trustee of the WW LITIGATION TRUST, Plaintiff,
v. BRIAN MULLANEY, HANA FUCHS, THEODORE DYSART, RAVI KANT, JOHN J.
CONEYS, STEVEN LEVITT, CLARK KOKICH, STEVEN RAPPAPORT, RICHARD
PRICE, and MARK ATKINSON, Defendants, Case No. 16-13607 (SMB), Adv.
Pro. No. 18-01873 (SMB) (Bankr. S.D.N.Y.).
A full-text copy of Judge Bernstein's Memorandum Decision, dated
December 18, 2020, is available at https://tinyurl.com/ybm56plu
from Leagle.com.
Vincent A. Sama, as Trustee of the WW Litigation Trust is
represented by:
Benjamin Mintz, Esq.
Peta Gordon, Esq.
ARNOLD & PORTER KAYE SCHOLLER LLP
250 West 55th Street
New York, NY 10019-9710
Tel: (212)836-8000
Email: benjamin.mintz@arnoldporter.com
peta.gordon@arnoldporter.com
Defendant Brian Mullaney is represented by:
Bijan Amini, Esq.
John W. Brewer, Esq.
Jeffrey Chubak, Esq.
AMINI LLC
131 West 35th Street, 12th Floor
New York, NY 10001
Tel: (212)490-4700
Email: bamini@aminillc.com
jbrewer@aminillc.com
jchubak@aminillc.com
Defendant Theodore Dysart is represented by:
Frank F. Velocci, Esq.
FAEGRE DRINKER BIDDLE & REATH LLP
600 Campus Drive
Florham Park, NJ 07932
Tel: (973)549-7000
Email: frank.velocci@faegredrinker.com
Defendant John J. Coneys is represented by:
Paul B. Sweeney, Esq.
Nicole L. Milone, Esq.
CERTILMAN BALIN ADLER & HYMAN, LLP
90 Merrick Avenue
East Meadow, NY 11554
Tel: (516)296-7000
Email: psweeney@certilmanbalin.com
nmilone@certilmanbalin.com
Defendants Steven Levitt, Clark Kokich, Steven Rappaport and
Richard Price are represented by:
John G. McCarthy, Esq.
Victor M. Metsch, Esq.
Edward J. Heppt, Esq.
SMITH, GAMBRELL & RUSSELL, LLP
1301 Avenue of the Americas, 21st Floor
New York, NY 10019
Tel: (212)907-9700
Email: jmccarthy@sgrlaw.com
vmetsch@sgrlaw.com
eheppt@sgrlaw.com
Defendant Hana Fuchs is represented by:
Robert R. Viducich, Esq.
LAW OFFICE OF ROBERT R. VIDUCICH
110 Wall St.
New York, NY 10005
Tel: (212)709-8385
About Wonderwork Inc.
Wonderwork, Inc., is a charity that has provided grants to fund
more than 220,000 surgeries in just six years.
Wonderwork filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
16-13607) on Dec. 29, 2016. In the petition signed by CEO Brian
Mullaney, the Debtor estimated $10 million to $50 million in assets
and $10 million to $50 million in debt.
The Debtor was represented by Aaron R. Cahn, Esq., at Carter
Ledyard & Milburn LLP, as counsel; and BDO USA, LLP, as auditor and
tax advisor.
Pursuant to the Court's order entered on April 21, 2017, Jason R.
Lilien was appointed as Chapter 11 examiner. He hired Loeb & Loeb
LLP as his counsel.
On Nov. 3, 2017, the Examiner issued his final report wherein,
among other things, the Examiner found that there were sufficient
grounds to appoint a Chapter 11 trustee.
Stephen S. Gray was appointed Chapter 11 trustee in the Debtor's
case. The Trustee tapped Togut, Segal & Segal LLP as his
bankruptcy counsel.
Z & J LLC: $4-Million Sale Brings Full-Payment Plan
---------------------------------------------------
Z & J, LLC, d/b/a/ Appeal Tech, filed on Dec. 28, 2020, a
Disclosure Statement explaining its Chapter 11 Small Business
Plan.
The Disclosure Statement has been noticed for hearing on Jan. 21,
2021, at 10:00 a.m. The Debtor anticipates that a hearing seeking
confirmation of the Plan will be held on March 2, 2021 at 10:00
a.m.
According to the Disclosure Statement, the Plan will be funded with
the cash from the closing of the sale of the Debtor's assets in the
amount of $4,000,000. The Plan provides for a 100% payment on
account of all allowed claims, with interest from the Petition
Date, and a return to the holders of Class 4 Interests.
Class 3 General Unsecured Creditors are unimpaired. Allowed
unsecured claims wil be paid in full, in cash, with interest at the
Federal Rate in effect on the Petition Date of 2.39% per annum, 10
days after the later of the Effective Date and the date on which
such claim becomes an allowed claim.
As this is a 100% Plan and all creditors are being paid in full,
with interest, there are no impaired classes of creditors, and all
creditors are deemed to have accepted the Plan under Section
1126(f) of the Bankruptcy Code.
A full-text copy of the Disclosure Statement dated Dec. 28, 2020,
is available at https://bit.ly/3o2hL1F from PacerMonitor.com at no
charge.
Attorney for the Debtor:
Daniel S. Alter
360 Westchester Avenue #316
Port Chester, New York 10573
Tel: (914) 393-2388
About Z & J LLC
Z & J, LLC, which conducts business under the name Appeal Tech, is
an appellate service provider based in New York. It was founded in
1998 and works with law firms, government agencies, companies and
non-profit organizations to perfect appeals in the State Appellate
Courts, the Federal Circuit Courts of Appeals, and the U.S. Supreme
Court.
Z & J sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 19-11502) on May 9, 2019. At the time of
the filing, Debtor disclosed $1,523,690 in assets and $1,083,211 in
liabilities.
Judge James L. Garrity Jr. oversees the case.
The Debtor has tapped Daniel Scott Alter, Esq., as its bankruptcy
attorney, Mazzola Lindstrom LLP as special counsel, and JGS,
C.P.A., P.C., as accountant.
ZAANA-17 LLC: Selling Pelham Property for $752K
-----------------------------------------------
Zaana-17, LLC, asks the U.S. Bankruptcy Court for the District of
Massachusetts to authorize the sale of the real property known as
Lot 2 or 16 Chardonnay Road, Pelham, New Hampshire to Stephen
White, Pamela White, Melissa White, and Scott J. Audy, Jr., for
$752,000.
The Debtor owns an eight lot subdivision which it is developing,
known as lots 1-8 Sherburne Road, "The Vineyards," Pelham, New
Hampshire which it acquired on April 22, 2020 and recorded in the
Hillsborough County Registry of Deeds on April 23, 2020. At that
time, the Debtor acquired by assignment, those Purchase and Sale
Agreements which had been entered prior its acquisition of the
Subdivision, including the Lot 2 Purchase and Sale Agreement
("P&S").
The entry into the Purchase and Sale Agreement and for the sale at
the Purchase Price constitutes the exercise by the Debtor of sound
business judgment, and the consummation of the transactions
contemplated in the Purchase and Sale Agreement are in the best
interests of the Debtor, its estate, and creditors, and all parties
in interest.
On Feb. 29, 2020, the P&S was entered for Lot 2 with the Proposed
Buyers for the sum of $752,000. The sale was initially scheduled
to occur by Sept. 1, 2020 but by agreement of the parties was
extended until Jan. 18, 2021. The P&S provided for in initial
deposit of $37,600 and thereafter additional deposits were paid for
design extras and materials such that the deposit paid was the sum
of $167,600. The Deposit was utilized for the purchase of
materials purchased and incorporated into the home built for the
proposed buyers. The remaining balance due at closing under the
P&S is $584,400.
The Debtor believes that the proposed sale price for the newly
constructed home is fair and reasonable given the current market
conditions and comparable sales in the immediate area and the
marketing which was conducted prior to entering into the P&S.
There are no contingencies as the time for obtaining financing has
expired. The Debtor intends to sell Lot 2 to the Proposed Buyers
free and clear of liens claims and encumbrances with liens to
attach to the proceeds in accordance with their priority. It asks
an Order approving the private sale in the ordinary course of its
business and as such, there is no need for establishing procedures
otherwise be required by Fed. R. Bankr. P. 6004 and MLBR 6004-1.
The Bank of New England ("BoNE") holds a blanket first mortgage on
the Subdivision to secure a Promissory Note with a principal amount
due of $900,000 together with interest as of the Petition Date of
$15,813 and late charges of $661. The per diem is $144. The
Release Price for the sale of Lot 2 is $170,000 on the BoNE Note.
BoNE holds a blanket second mortgage on the Subdivision to secure a
Construction Loan Promissory Note with the face amount of
$1,145,000, and which as of the Petition date. With regard to the
construction of the house on Lot 2, the sum of $139,600 had been
advanced.3 Interest to the Petition date is due in the sum of
$5,216 and late charges of $217 for the entire sums advanced under
the Loan. The per diem is $48. The Release Price for the sale of
Lot 2 is $450,000 on the Construction Loan Note.
Nelia J. and Ron Benjamin hold a Promissory Note in the principal
amount of $425,000 and is secured by a Mortgage on the Subdivision.
The Benjamin Note is subordinated to the mortgages of the BoNE.
Silva Bros. Investment Inc. holds a Promissory Note in the
principal amount of $204,000 ("Silva Note 1") secured by a Mortgage
on the Subdivision. The Silvia Note 1 Mortgage is subordinated to
the BoNE Note, the Construction Loan Note and the Benjamin Note.
In addition, Silva Bros. Investment Inc. holds a Promissory Note in
the amount of $150,000 dated May 27, 2020 ("Silvia Note 2") secured
by a Mortgage on the Subdivision. The Silvia Note 2 Mortgage is
subordinated to the BoNE Note, the Construction Loan Note, the
Benjamin Note and the Silvia Note 1.
On Sept. 18, 2020, Maureen Appleyard, Trustee of the 59 Newhall
Street Realty Trust recorded an ex parte real estate attachment in
the sum of $875,000. The Debtor disputes the amount of the sums
asserted as due by Newhall and the Newhall Attachment is avoidable
pursuant to 11 U.S.C. Section 547 and 5505.
On Nov. 24, 2020, J.P. Brown, LLC recorded an ex parte real estate
attachment in the sum of $65,000 and a Mechanics Lien. The Debtor
disputes the amount of the sums asserted as due by JP Brown and the
JP Brown attachment is avoidable pursuant to 11 U.S.C. Sections 547
and 550.
The Debtor proposes to sell Lot 2 free and clear of all liens,
claims and encumbrances, including both consensual and judicial
liens and to distribute sums.
The Subdivision has been extensively marketed, both by a
third-party broker, Dick Lapine Real Estate Inc. from March 2, 2020
until June 9, 2020 as well as by the Manager of the Debtor, Frank
J. Gorman who is also a licensed real estate broker and works
through the Harper Valley Real Estate, LLC. In addition, the
Subdivision was marketed through the multiple listing service MLS
Property Information Network Inc. The MLS Multiple Listing
agreement was also filed with the Massachusetts Multiple Listing
Service so as to reach potential buyers throughout both states.
The P&S does not specifically provide for payment of a commission
to a real estate broker or agent. However, prior to the Petition
Date, the Debtor executed an Exclusive Right to Sell Listing
Agreement for the Subdivision which encompassed all lots, and which
provides for a 5% commission upon the sale of each lost and, in the
event of a sale arising from the cooperation with another broker,
the commission would be divided at 2.5% each.
The Proposed Buyers were not previously acquainted with the Debtor
or the prior owner of the Subdivision or the member, Frank Gorman
prior to the negotiations with regard to acquisition of Lot 2.
The Debtor asks an expedited determination on the order approving
the sale in light of the following (a) the sale is scheduled to
close on Jan. 18, 20209; (b) the sale is a private sale in the
ordinary course of business of the Debtor; and (c) the Debtor
provisions of Fed. R. Bankr. P. 6004 and MLBR 6004-1 are not
applicable so counteroffers are not being sought.
The balance of the Purchase Price to be paid at the closing upon
the sale from the Buyers is $584,400. From the $584,400, the
Debtor will pay all ordinary and usual closing costs which are
estimated to be approximately $7,640 and sums required to be paid
to the BoNE pursuant to the BoNE Note and the Construction Loan
Note or as directed by Court Order.
The Debtor asks that the 14-day stay imposed by Fed. R. Bankr.
P.6006 (h) be waived in order to ensure that an order authorizing
the sale becomes final and may be certified by the Clerk after a
hearing, but prior to the scheduled closing.
A copy of the Agreement is available at https://bit.ly/3pDQ8vW from
PacerMonitor.com free of charge.
The Purchasers:
Stephen White, Pamela White
Melissa White, and Scott J. Audy, Jr.
7 St. Margaret Dr.
Pelham, NH 03076
About Zaana-17
Zaana-17 LLC, based in Dracut, MA, filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 20-41170) on Dec. 16, 2020. In the
petition signed by Frank J. Gorman, Sr., manager, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities. The Hon. Christopher J. Panos presides over the case.
PARKER & LIPTON, serves as bankruptcy counsel to the Debtor.
ZIER PROPERTIES: Case Summary & 3 Unsecured Creditors
-----------------------------------------------------
Debtor: Zier Properties Reverse LLC
903 Deschutes PKWY SW
Olympia, WA 98507
Business Description: Zier Properties Reverse LLC is a Single
Asset Real Estate debor (as defined in 11
U.S.C. Section 101(51B)). The Company is
the owner of fee simple title to a property
located at 903 Deschutes Parkway
SW Olympia, WA, having an appraised value
of $1 million.
Chapter 11 Petition Date: December 31, 2020
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 20-42868
Debtor's Counsel: David C. Smith, Esq.
LAW OFFICES OF DAVID SMITH, PLLC
201 Saint Helens Ave
Tacoma, WA 98402
Tel: 253-272-4777
Fax: 253-461-8888
E-mail: david@davidsmithlaw.com
Total Assets: $1,000,300
Total Liabilities: $2,862,193
The petition was signed by Donna Zier, managing member.
A copy of the petition containing, among other items, a list of the
Debtor's three unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/PXOLMFI/Zier_Properties_Reverse_LLC__wawbke-20-42868__0001.0.pdf?mcid=tGE4TAMA
[^] BOND PRICING: For the Week from Dec. 28, 2020 to Jan. 1, 2021
-----------------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
AMC Entertainment Holdings AMC 5.750 13.158 6/15/2025
AMC Entertainment Holdings AMC 6.125 12.088 5/15/2027
AMC Entertainment Holdings AMC 5.875 12.815 11/15/2026
Acorda Therapeutics Inc ACOR 1.750 55.000 6/15/2021
American Energy- Permian
Basin LLC AMEPER 12.000 1.250 10/1/2024
American Energy- Permian
Basin LLC AMEPER 12.000 1.282 10/1/2024
American Energy- Permian
Basin LLC AMEPER 12.000 1.282 10/1/2024
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Basic Energy Services Inc BASX 10.750 17.110 10/15/2023
Basic Energy Services Inc BASX 10.750 17.110 10/15/2023
Briggs & Stratton Corp BGG 6.875 8.625 12/15/2020
Bristow Group Inc/old BRS 6.250 6.250 10/15/2022
Bristow Group Inc/old BRS 4.500 6.250 6/1/2023
Buffalo Thunder Development
Authority BUFLO 11.000 50.125 12/9/2022
CBL & Associates LP CBL 5.250 37.019 12/1/2023
Calfrac Holdings LP CFWCN 8.500 8.645 6/15/2026
Calfrac Holdings LP CFWCN 8.500 8.645 6/15/2026
Chesapeake Energy Corp CHK 11.500 17.000 1/1/2025
Chesapeake Energy Corp CHK 5.500 5.875 9/15/2026
Chesapeake Energy Corp CHK 8.000 4.625 6/15/2027
Chesapeake Energy Corp CHK 6.625 6.188 8/15/2020
Chesapeake Energy Corp CHK 8.000 4.250 1/15/2025
Chesapeake Energy Corp CHK 5.750 4.250 3/15/2023
Chesapeake Energy Corp CHK 4.875 4.250 4/15/2022
Chesapeake Energy Corp CHK 7.000 6.750 10/1/2024
Chesapeake Energy Corp CHK 11.500 16.000 1/1/2025
Chesapeake Energy Corp CHK 6.875 4.000 11/15/2020
Chesapeake Energy Corp CHK 7.500 6.063 10/1/2026
Chesapeake Energy Corp CHK 8.000 5.750 3/15/2026
Chesapeake Energy Corp CHK 8.000 4.488 6/15/2027
Chesapeake Energy Corp CHK 8.000 3.630 1/15/2025
Chesapeake Energy Corp CHK 8.000 4.424 3/15/2026
Chesapeake Energy Corp CHK 6.875 4.497 11/15/2020
Chesapeake Energy Corp CHK 8.000 4.488 6/15/2027
Chesapeake Energy Corp CHK 8.000 4.424 3/15/2026
Chesapeake Energy Corp CHK 8.000 3.630 1/15/2025
Chinos Holdings Inc CNOHLD 7.000 0.332N/A
Chinos Holdings Inc CNOHLD 7.000 0.332N/A
Dean Foods Co DF 6.500 0.625 3/15/2023
Dean Foods Co DF 6.500 0.750 3/15/2023
Diamond Offshore Drilling DOFSQ 5.700 13.000 10/15/2039
Diamond Offshore Drilling DOFSQ 7.875 10.550 8/15/2025
Diamond Offshore Drilling DOFSQ 3.450 7.875 11/1/2023
ENSCO International Inc VAL 7.200 4.688 11/15/2027
EnLink Midstream Partners LP ENLK 6.000 58.220N/A
Energy Conversion Devices ENER 3.000 7.875 6/15/2013
Energy Future Competitive
Holdings Co LLC TXU 1.038 0.072 1/30/2037
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 30.773 7/15/2023
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 30.331 7/15/2023
Extraction Oil & Gas Inc XOG 7.375 18.500 5/15/2024
Extraction Oil & Gas Inc XOG 5.625 18.500 2/1/2026
Extraction Oil & Gas Inc XOG 7.375 17.529 5/15/2024
Extraction Oil & Gas Inc XOG 5.625 17.557 2/1/2026
Federal Home Loan Mortgage FHLMC 1.920 99.702 1/6/2025
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
Ford Motor Credit Co LLC F 2.770 99.737 1/7/2021
Frontier Communications Corp FTR 10.500 53.000 9/15/2022
Frontier Communications Corp FTR 7.125 48.000 1/15/2023
Frontier Communications Corp FTR 6.250 50.125 9/15/2021
Frontier Communications Corp FTR 8.750 49.000 4/15/2022
Frontier Communications Corp FTR 9.250 44.500 7/1/2021
Frontier Communications Corp FTR 10.500 52.606 9/15/2022
Frontier Communications Corp FTR 10.500 52.606 9/15/2022
GNC Holdings Inc GNC 1.500 1.250 8/15/2020
GTT Communications Inc GTT 7.875 39.893 12/31/2024
GTT Communications Inc GTT 7.875 38.821 12/31/2024
General Electric Co GE 5.000 92.726N/A
Goodman Networks Inc GOODNT 8.000 44.724 5/11/2022
Great Western Petroleum
LLC / Great Western
Finance Corp GRTWST 9.000 57.000 9/30/2021
Great Western Petroleum
LLC / Great Western
Finance Corp GRTWST 9.000 57.766 9/30/2021
Hertz Corp/The HTZ 6.250 52.595 10/15/2022
Hi-Crush Inc HCR 9.500 0.063 8/1/2026
Hi-Crush Inc HCR 9.500 0.051 8/1/2026
High Ridge Brands Co HIRIDG 8.875 3.486 3/15/2025
High Ridge Brands Co HIRIDG 8.875 3.486 3/15/2025
HighPoint Operating Corp HPR 7.000 39.211 10/15/2022
Hornbeck Offshore Services HOSS 5.875 1.073 4/1/2020
ION Geophysical Corp IO 9.125 71.929 12/15/2021
J Crew Brand LLC /
J Crew Brand Corp JCREWB 13.000 52.127 9/15/2021
JC Penney Corp Inc JCP 5.875 9.000 7/1/2023
JC Penney Corp Inc JCP 5.875 7.500 7/1/2023
JCK Legacy Co MNIQQ 6.875 0.591 3/15/2029
JCK Legacy Co MNIQQ 7.150 0.360 11/1/2027
Juniper Networks Inc JNPR 4.500 111.788 3/15/2024
Juniper Networks Inc JNPR 4.350 114.253 6/15/2025
K Hovnanian Enterprises Inc HOV 5.000 12.127 2/1/2040
K Hovnanian Enterprises Inc HOV 5.000 12.127 2/1/2040
LSC Communications Inc LKSD 8.750 8.310 10/15/2023
LSC Communications Inc LKSD 8.750 14.900 10/15/2023
Liberty Media Corp LMCA 2.250 47.600 9/30/2046
MAI Holdings Inc MAIHLD 9.500 15.655 6/1/2023
MAI Holdings Inc MAIHLD 9.500 15.655 6/1/2023
MAI Holdings Inc MAIHLD 9.500 15.655 6/1/2023
MF Global Holdings Ltd MF 6.750 15.625 8/8/2016
MF Global Holdings Ltd MF 9.000 15.625 6/20/2038
Mashantucket Western
Pequot Tribe MASHTU 7.350 15.000 7/1/2026
Men's Wearhouse LLC/The TLRD 7.000 1.750 7/1/2022
Men's Wearhouse LLC/The TLRD 7.000 1.663 7/1/2022
NWH Escrow Corp HARDWD 7.500 32.500 8/1/2021
NWH Escrow Corp HARDWD 7.500 30.586 8/1/2021
Navajo Transitional
Energy Co LLC NVJOTE 9.000 5.000 10/24/2024
Neiman Marcus Group LLC/The NMG 7.125 4.345 6/1/2028
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 4.195 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 14.000 27.250 4/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 5.147 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 14.000 27.250 4/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.000 4.195 10/25/2024
Neiman Marcus Group
LTD LLC / Neiman Marcus
Group LLC / Mariposa
Borrower / NMG NMG 8.750 5.147 10/25/2024
Nine Energy Service Inc NINE 8.750 44.272 11/1/2023
Nine Energy Service Inc NINE 8.750 43.763 11/1/2023
Nine Energy Service Inc NINE 8.750 42.578 11/1/2023
Northwest Hardwoods Inc HARDWD 7.500 30.750 8/1/2021
Northwest Hardwoods Inc HARDWD 7.500 30.126 8/1/2021
OMX Timber Finance
Investments II LLC OMX 5.540 1.250 1/29/2020
Pride International LLC VAL 6.875 6.800 8/15/2020
Pride International LLC VAL 7.875 8.000 8/15/2040
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Revlon Consumer Products REV 6.250 34.689 8/1/2024
Rolta LLC RLTAIN 10.750 2.446 5/16/2018
SESI LLC SPN 7.125 32.000 12/15/2021
SESI LLC SPN 7.750 31.677 9/15/2024
SESI LLC SPN 7.125 32.323 12/15/2021
SESI LLC SPN 7.125 29.750 12/15/2021
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.125 0.771 11/1/2020
Sears Holdings Corp SHLD 8.000 2.004 12/15/2019
Sears Holdings Corp SHLD 6.625 1.070 10/15/2018
Sears Holdings Corp SHLD 6.625 1.070 10/15/2018
Sears Roebuck Acceptance SHLD 7.500 0.962 10/15/2027
Sears Roebuck Acceptance SHLD 7.000 0.633 6/1/2032
Sears Roebuck Acceptance SHLD 6.500 0.449 12/1/2028
Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014
Senseonics Holdings Inc SENS 5.250 42.500 2/1/2023
Summit Midstream Partners LP SMLP 9.500 25.000N/A
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Toys R Us Inc TOY 7.375 1.317 10/15/2018
Transworld Systems Inc TSIACQ 9.500 27.000 8/15/2021
Voyager Aviation Holdings
LLC / Voyager Finance Co VAHLLC 9.000 54.738 8/15/2021
Voyager Aviation Holdings
LLC / Voyager Finance Co VAHLLC 9.000 55.404 8/15/2021
*********
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