/raid1/www/Hosts/bankrupt/TCR_Public/210309.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, March 9, 2021, Vol. 25, No. 67
Headlines
[^] Large Companies with Insolvent Balance Sheet
2374 VILLAGE COMMON: Seeks Access to Wells Fargo's Cash Collateral
900 CESAR CHAVEZ: ATX Lender Says Plan Not Feasible
96 WYTHE: Gets Use of Cash Collateral Thru March 15
ACADEMY DRIVE: Seeks to Hire Pepper & Associates as Legal Counsel
ALAMO DRAFTHOUSE: March 11 Deadline for Panel Questionnaires Set
ALEXANDER D. LEE: Selling Household & Art Assets to Lamb for $80K
ALPHA MEDIA: Committee Taps Miller Buckfire as Investment Banker
AMERICAN PURCHASING: Given Cash Collateral Access on Interim Basis
APPLIED DNA: Board OKs Compensatory Arrangements for Execs
AZZIL GRANITE: Unsecureds to Recover 8% to 10% in Liquidating Plan
BLANKENSHIP FARMS: April 8 Hearing on Trustee's Plan
BLOX INC: Delays Filing of Form 10-Q for Period Ended Dec. 31
BOUCHARD TRANSPORTATION: Gets Cash Collateral Access
BOY SCOUTS OF AMERICA: Unsecureds to Recover 75 to 95% in Plan
BREWSA BREWING: Court Approves Disclosure Statement
BRICK HOUSE: Gets Cash Collateral Access Thru April 30
CAR STEREO: Seeks Approval to Hire Bankruptcy Counsel
CAR STEREO: Seeks to Hire Simpson Law Group as Co-Counsel
CELLA III: Unsecured Creditors Will be Paid by 2023
CHICK LUMBER: Seeks Continued Use of Cash Collateral
CIELO VISTA: To Seek Plan Confirmation on April 7
CLINIGENCE HOLDINGS: Hires Marcum LLP as Auditor
CLYDE J. SUTTON, JR: March 15 Hearing on Shelbyville Property Sale
CLYDE J. SUTTON, JR: Townsends Buying Shelbyville Property for $55K
CMC II: March 11 Set Deadline for Panel Questionnaires
CREATIVE REALITIES: Inks 13th Amendment to Slipstream Loan Deal
CRED INC: UpgradeYa Says Plan Can't Be Confirmed
CSI COMPRESSCO: Incurs $73.8 Million Net Loss in 2020
DEWIT DAIRY: Unsec. Creditors Get at Least 69% in Liquidating Plan
EASTERN NIAGARA: Gets Cash Collateral Access on Final Basis
EHT US1: Committee Hires Province LLC as Financial Advisor
EHT US1: Committee Seeks to Hire Kramer Levin as Legal Counsel
EHT US1: Committee Seeks to Hire Morris James as Delaware Counsel
ESTHER CORONA: Court OKs Deal on Cash Collateral Access
EVERGREEN DEVELOPMENT: Cash Collateral Access OK'd
FARR BUILDERS: Seeks Use of Cash Collateral on Interim Basis
FIELDWOOD ENERGY: Marathon Says Disclosures Inadequate
FIRST FLORIDA: Gets Cash Collateral Access on Interim Basis
FMT SJ LLC: Fairmont Hotel San Jose Expects to Reopen After 60 Days
GATEWAY HOSPITALITY: To Seek Plan Confirmation on April 7
GKS CORP: Court Approves Disclosure Statement
GOGO INC: Senior VP Michael Bayer to Step Down
GOOD DEED 317: Files Modifications to Reorganization Plan
GREER FARMS: Court Confirms Plan, as Modified
HANKEY O'ROURKE: IOFUS Says Amended Plan Still Unconfirmable
HOP-HEDZ INC: Unsecureds Will be Paid in Full in 36 Months
HOSPITALITY WOODWORKS: Seeks Cash Collateral Access
HOUSTON AMERICAN: Redeems Convertible Preferred Stock
K & W CAFETERIAS: Unsecureds to be Paid in Full by June 2022
K3D PROPERTY: April 15 Disclosure Statement Hearing Set
KEIV HOSPITALITY: 2nd Amended Plan Headed to March 23 Hearing
KEYSTONE FILLER: Court Confirms Plan as Modified
LA DHILLON: Has March 12 Deadline to File Plan and Disclosures
LAPEER INDUSTRIES: Parties Extend Plan Filing Deadline to March 31
LIVE PRIMARY: Purported Loan to be Recharacterized as Equity
LRJ GLOBAL: Court Conditionally Approves Disclosure Statement
MALLINCKRODT PLC: Matter to Proceed to Appellate Process
MD AUDIO: Seeks Approval to Hire Bankruptcy Counsel
MEDLEY LLC: Case Summary & 6 Unsecured Creditors
MICHELLE RUTH CASH: Count VI of Third Amended Complaint to Remain
MILLENIUM 47C: Seeks Approval to Hire Joel M. Aresty as Counsel
MOBITV INC: March 10 Deadline Set for Panel Questionnaires
MONROE SUBWAYS: Seeks Use of Cash Collateral
MOUNT GROUP: Unsecured Creditors Will Recover 100% in Plan
PARAMOUNT INVESTING: UST Says Disclosures Need Add'l Information
PEAK PROPERTY: Hires Real Property Management as Leasing Agent
PRINCE BAKERY: Gets OK to Hire Plotzker & Agarwal as Accountant
PROFESSIONAL FINANCIAL: Granted Cash Collateral Use
QUINCY STREET: Unsecureds to Split with $25K in ACF Holding's Plan
R. INVESTMENTS: Gets Cash Collateral Access Thru March 26
RABBE FARMS: CA Affirms Lis Pendens Discharge, Contempt Order
ROBERT FORD: Gets Cash Collateral Access Thru March 18
S-TEK 1: Seeks Cash Collateral Access Thru June 30
SEANERGY MARITIME: Signs Deal to Prepay Senior Credit Facility
SOUTHERN MANAGEMENT: Property Sale to Fund Plan Payments
TASEKO MINES: Reports $108 Million of Adjusted EBITDA for 2020
TRC FARMS: Finalizes Reorganization Plan
TRI-STAR LOGGING: TCF Says Plan Disclosures Inadequate
TRIPLE J: Seeks Cash Collateral Access
TTK RE ENTERPRISE: Sharmin Buying Atlantic City Property for $150K
VERTEX ENERGY: Signs Stock Exchange Deal With Carrhae & Co
VICTOR MAIA: Indigo Buying Philadelphia Property for $79K Cash
VICTOR MAIA: March 10 Hearing on $79K Sale of Philadelphia Property
VICTOR MAIA: March 10 Hearing on Philadelphia Property Sale to S&Z
VICTOR MAIA: S&Z Real Buying Philadelphia Property for $67.5K Cash
VISTAGEN THERAPEUTICS: Hikes Authorized Common Shares to 325-Mil.
W133 OWNER: Trustee Taps Jeffrey Golkin as Special Counsel
WALDEN PALMS: Cash Collateral Moot
WEINSTEIN CO: District Court Recommends Mediation Withdrawal
WILDWOOD VILLAGES: Gets Cash Collateral Access Thru March 29
*********
[^] Large Companies with Insolvent Balance Sheet
-------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ACCELERATE DIAGN 1A8 GR 93.4 (62.8) 75.0
ACCELERATE DIAGN AXDX US 93.4 (62.8) 75.0
ACCELERATE DIAGN AXDX* MM 93.4 (62.8) 75.0
ACCELERATE DIAGN 1A8 TH 93.4 (62.8) 75.0
ACCELERATE DIAGN 1A8 QT 93.4 (62.8) 75.0
ADAMAS PHARMACEU ADMS US 120.0 (50.0) 76.9
ADAMAS PHARMACEU 136 GR 120.0 (50.0) 76.9
ADAMAS PHARMACEU ADMSEUR EU 120.0 (50.0) 76.9
ADAMAS PHARMACEU 136 TH 120.0 (50.0) 76.9
ADVANZ PHARMA CO CXRXF US 1,537.9 (68.1) 178.1
AEMETIS INC DW51 GR 122.2 (175.6) (82.3)
AEMETIS INC AMTX US 122.2 (175.6) (82.3)
AEMETIS INC AMTXGEUR EU 122.2 (175.6) (82.3)
AEMETIS INC DW51 GZ 122.2 (175.6) (82.3)
AEMETIS INC DW51 TH 122.2 (175.6) (82.3)
AGENUS INC AGEN US 204.5 (179.4) (21.4)
AGILITI INC AGLY US 745.0 (67.7) 17.3
ALPINE 4 HOLDING ALPP US 36.6 (13.6) (5.2)
ALTICE USA INC-A ATUS* MM 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A 15PA TH 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A 15PA GR 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A ATUSEUR EU 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A 15PA GZ 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A ATUS US 33,376.7 (1,177.4) (2,121.5)
AMC ENTERTAINMEN AMC US 10,876.2 (2,335.4) (979.6)
AMC ENTERTAINMEN AH9 GR 10,876.2 (2,335.4) (979.6)
AMC ENTERTAINMEN AMC* MM 10,876.2 (2,335.4) (979.6)
AMC ENTERTAINMEN AMC4EUR EU 10,876.2 (2,335.4) (979.6)
AMC ENTERTAINMEN AMC4USD EU 10,876.2 (2,335.4) (979.6)
AMC ENTERTAINMEN AH9 TH 10,876.2 (2,335.4) (979.6)
AMC ENTERTAINMEN AH9 QT 10,876.2 (2,335.4) (979.6)
AMC ENTERTAINMEN AH9 GZ 10,876.2 (2,335.4) (979.6)
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERICA'S CAR-MA CRMT US 741.9 (256.7) 516.8
AMERICA'S CAR-MA HC9 GR 741.9 (256.7) 516.8
AMERICA'S CAR-MA CRMTEUR EU 741.9 (256.7) 516.8
AMERICAN AIR-BDR AALL34 BZ 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE AAL* MM 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE A1G GR 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE AAL US 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE A1G TH 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE AAL11EUR EU 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE AAL AV 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE AAL TE 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE A1G SW 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE A1G GZ 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE A1G QT 62,008.0 (6,867.0) (5,474.0)
AMERISOURCEB-BDR A1MB34 BZ 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG TH 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG GR 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABC US 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABC2EUR EU 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG QT 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG GZ 45,846.8 (511.5) (344.2)
AMYRIS INC AMRS US 222.8 (167.0) (16.5)
AMYRIS INC 3A01 GR 222.8 (167.0) (16.5)
AMYRIS INC 3A01 TH 222.8 (167.0) (16.5)
AMYRIS INC 3A01 SW 222.8 (167.0) (16.5)
AMYRIS INC 3A01 QT 222.8 (167.0) (16.5)
AMYRIS INC AMRSEUR EU 222.8 (167.0) (16.5)
AMYRIS INC 3A01 GZ 222.8 (167.0) (16.5)
APA CORP APA US 12,746.0 (37.0) 538.0
APA CORP 2S3 GR 12,746.0 (37.0) 538.0
APA CORP APA* MM 12,746.0 (37.0) 538.0
APA CORP APA11EUR EU 12,746.0 (37.0) 538.0
APA CORP 2S3 TH 12,746.0 (37.0) 538.0
APPTECH CORP APCX US 21.0 (14.4) 1.0
ARYA SCIENCES-A ARYD US 0.0 (0.0) (0.1)
ASHFORD HOSPITAL AHT1USD EU 3,734.4 (260.5) -
AUSTERLITZ ACQUI AUS/U US 0.2 (0.0) (0.2)
AUTOZONE INC AZ5 GR 14,160.0 (1,523.6) (227.4)
AUTOZONE INC AZ5 TH 14,160.0 (1,523.6) (227.4)
AUTOZONE INC AZO US 14,160.0 (1,523.6) (227.4)
AUTOZONE INC AZ5 GZ 14,160.0 (1,523.6) (227.4)
AUTOZONE INC AZO AV 14,160.0 (1,523.6) (227.4)
AUTOZONE INC AZ5 TE 14,160.0 (1,523.6) (227.4)
AUTOZONE INC AZO* MM 14,160.0 (1,523.6) (227.4)
AUTOZONE INC AZOEUR EU 14,160.0 (1,523.6) (227.4)
AUTOZONE INC AZ5 QT 14,160.0 (1,523.6) (227.4)
AUTOZONE INC-BDR AZOI34 BZ 14,160.0 (1,523.6) (227.4)
AVID TECHNOLOGY AVID US 261.4 (144.2) 11.7
AVID TECHNOLOGY AVD GR 261.4 (144.2) 11.7
AVIS BUD-CEDEAR CAR AR 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CAR US 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CUCA GR 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CUCA SW 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CUCA TH 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CAR* MM 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CUCA QT 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CAR2EUR EU 17,538.0 (155.0) (258.0)
AVIS BUDGET GROU CUCA GZ 17,538.0 (155.0) (258.0)
BABCOCK & WILCOX BWEUR EU 605.8 (320.8) 116.9
BABCOCK & WILCOX UBW1 GR 605.8 (320.8) 116.9
BABCOCK & WILCOX BW US 605.8 (320.8) 116.9
BBTV HOLDINGS IN BBTV CN 1.0 (1.2) (0.7)
BBTV HOLDINGS IN BBTVF US 1.0 (1.2) (0.7)
BELLRING BRAND-A BRBR US 680.8 (130.1) 186.3
BELLRING BRAND-A BR6 TH 680.8 (130.1) 186.3
BELLRING BRAND-A BR6 GR 680.8 (130.1) 186.3
BELLRING BRAND-A BR6 GZ 680.8 (130.1) 186.3
BELLRING BRAND-A BRBR1EUR EU 680.8 (130.1) 186.3
BIOCRYST PHARM BO1 TH 334.7 (1,023.4) 50.7
BIOCRYST PHARM BO1 GR 334.7 (1,023.4) 50.7
BIOCRYST PHARM BCRX US 334.7 (1,023.4) 50.7
BIOCRYST PHARM BO1 SW 334.7 (1,023.4) 50.7
BIOCRYST PHARM BO1 QT 334.7 (1,023.4) 50.7
BIOCRYST PHARM BCRXEUR EU 334.7 (1,023.4) 50.7
BIOCRYST PHARM BCRX* MM 334.7 (1,023.4) 50.7
BIODESIX INC BDSX US 46.5 (61.2) (38.4)
BIOHAVEN PHARMAC 2VN GR 687.0 (332.2) 326.6
BIOHAVEN PHARMAC BHVNEUR EU 687.0 (332.2) 326.6
BIOHAVEN PHARMAC 2VN TH 687.0 (332.2) 326.6
BIOHAVEN PHARMAC BHVN US 687.0 (332.2) 326.6
BIONOVATE TECHNO BIIO US - (0.5) (0.5)
BLACK IRON INC BKIN MM 2.3 (1.3) 1.6
BLACK ROCK PETRO BKRP US 0.0 (0.0) -
BLUE BIRD CORP BLBD US 307.8 (54.2) (2.9)
BLUE BIRD CORP 4RB GR 307.8 (54.2) (2.9)
BLUE BIRD CORP 4RB GZ 307.8 (54.2) (2.9)
BLUE BIRD CORP BLBDEUR EU 307.8 (54.2) (2.9)
BLUE BIRD CORP 4RB TH 307.8 (54.2) (2.9)
BLUE BIRD CORP 4RB QT 307.8 (54.2) (2.9)
BOEING CO-BDR BOEI34 BZ 152,136.0 (18,075.0) 34,362.0
BOEING CO-CED BA AR 152,136.0 (18,075.0) 34,362.0
BOEING CO-CED BAD AR 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO GR 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BAEUR EU 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA EU 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BOE LN 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO TH 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA PE 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BOEI BB 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA US 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA SW 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA* MM 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA TE 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA AV 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BAUSD SW 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO GZ 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA CI 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO QT 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BACL CI 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE TR TCXBOE AU 152,136.0 (18,075.0) 34,362.0
BOMBARDIER INC-B BBDBN MM 23,090.0 (6,657.0) (181.0)
BRIDGEMARQ REAL BRE CN 89.0 (48.4) 8.9
BRINKER INTL BKJ GR 2,357.7 (444.1) (254.5)
BRINKER INTL EAT US 2,357.7 (444.1) (254.5)
BRINKER INTL BKJ TH 2,357.7 (444.1) (254.5)
BRINKER INTL BKJ QT 2,357.7 (444.1) (254.5)
BRINKER INTL EAT2EUR EU 2,357.7 (444.1) (254.5)
BROOKFIELD INF-A BIPC US 11,930.4 (730.3) (2,775.8)
BROOKFIELD INF-A BIPC CN 11,930.4 (730.3) (2,775.8)
BRP INC/CA-SUB V B15A GR 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V DOOO US 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V DOOEUR EU 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V B15A GZ 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V DOO CN 4,240.0 (666.0) 759.8
CADIZ INC CDZI US 73.4 (22.5) 5.1
CADIZ INC 2ZC GR 73.4 (22.5) 5.1
CADIZ INC CDZIEUR EU 73.4 (22.5) 5.1
CALIFORNIA RESOU CRC US 4,856.0 (1,581.0) (774.0)
CALIFORNIA RESOU 1CLD GR 4,856.0 (1,581.0) (774.0)
CALIFORNIA RESOU 1CLD QT 4,856.0 (1,581.0) (774.0)
CALIFORNIA RESOU CRC1EUR EU 4,856.0 (1,581.0) (774.0)
CALUMET SPECIALT CLMT US 1,807.5 (44.8) 69.3
CAMPING WORLD-A CWH US 3,256.4 (9.2) 458.7
CAMPING WORLD-A C83 GR 3,256.4 (9.2) 458.7
CAMPING WORLD-A CWHEUR EU 3,256.4 (9.2) 458.7
CAMPING WORLD-A C83 TH 3,256.4 (9.2) 458.7
CAMPING WORLD-A C83 QT 3,256.4 (9.2) 458.7
CAP SENIOR LIVIN CSU2EUR EU 740.5 (259.0) (305.6)
CDK GLOBAL INC CDK US 2,935.4 (425.2) 392.1
CDK GLOBAL INC C2G QT 2,935.4 (425.2) 392.1
CDK GLOBAL INC CDK* MM 2,935.4 (425.2) 392.1
CDK GLOBAL INC C2G TH 2,935.4 (425.2) 392.1
CDK GLOBAL INC CDKEUR EU 2,935.4 (425.2) 392.1
CDK GLOBAL INC C2G GR 2,935.4 (425.2) 392.1
CEDAR FAIR LP FUN US 2,693.4 (666.4) 254.5
CENGAGE LEARNING CNGO US 2,704.3 (177.2) 167.1
CENTRUS ENERGY-A 4CU GR 468.2 (275.6) 70.5
CENTRUS ENERGY-A LEU US 468.2 (275.6) 70.5
CENTRUS ENERGY-A LEUEUR EU 468.2 (275.6) 70.5
CEREVEL THERAPEU CERE US 150.5 142.6 (1.7)
CHESAPEAKE ENERG CHK US 6,584.0 (5,341.0) (1,986.0)
CHESAPEAKE ENERG CS1 GR 6,584.0 (5,341.0) (1,986.0)
CHESAPEAKE ENERG CHK1EUR EU 6,584.0 (5,341.0) (1,986.0)
CHEWY INC- CL A CHWY US 1,643.2 (56.4) (182.2)
CHEWY INC- CL A CHWY* MM 1,643.2 (56.4) (182.2)
CHOICE HOTELS CZH GR 1,587.3 (5.8) 177.1
CHOICE HOTELS CHH US 1,587.3 (5.8) 177.1
CHUN CAN CAPITAL CNCN US - (0.0) (0.0)
CINCINNATI BELL CBBEUR EU 2,668.6 (191.1) (87.0)
CINCINNATI BELL CBB US 2,668.6 (191.1) (87.0)
CINCINNATI BELL CIB1 GR 2,668.6 (191.1) (87.0)
CLOVER HEALTH IN CLOV US 267.3 (120.6) (1.2)
CLOVIS ONCOLOGY C6O GR 605.6 (158.7) 125.9
CLOVIS ONCOLOGY CLVS US 605.6 (158.7) 125.9
CLOVIS ONCOLOGY C6O QT 605.6 (158.7) 125.9
CLOVIS ONCOLOGY CLVSEUR EU 605.6 (158.7) 125.9
CLOVIS ONCOLOGY C6O TH 605.6 (158.7) 125.9
CLOVIS ONCOLOGY C6O GZ 605.6 (158.7) 125.9
CODIAK BIOSCIENC CDAK US 110.4 (44.0) 18.0
CODIAK BIOSCIENC 32W TH 110.4 (44.0) 18.0
CODIAK BIOSCIENC 32W GR 110.4 (44.0) 18.0
CODIAK BIOSCIENC 32W GZ 110.4 (44.0) 18.0
CODIAK BIOSCIENC CDAKEUR EU 110.4 (44.0) 18.0
CODIAK BIOSCIENC 32W QT 110.4 (44.0) 18.0
COGENT COMMUNICA CCOI US 1,000.5 (293.2) 361.9
COGENT COMMUNICA OGM1 GR 1,000.5 (293.2) 361.9
COGENT COMMUNICA CCOIEUR EU 1,000.5 (293.2) 361.9
COGENT COMMUNICA CCOI* MM 1,000.5 (293.2) 361.9
COMMUNITY HEALTH CYH US 16,006.0 (1,054.0) 1,695.0
COMMUNITY HEALTH CG5 GR 16,006.0 (1,054.0) 1,695.0
COMMUNITY HEALTH CG5 QT 16,006.0 (1,054.0) 1,695.0
COMMUNITY HEALTH CYH1EUR EU 16,006.0 (1,054.0) 1,695.0
COMMUNITY HEALTH CG5 TH 16,006.0 (1,054.0) 1,695.0
COMMUNITY HEALTH CG5 GZ 16,006.0 (1,054.0) 1,695.0
CONTANGO OIL & G MCF US 192.8 (21.5) (44.1)
CONTANGO OIL & G C8K GR 192.8 (21.5) (44.1)
CONTANGO OIL & G MCF1EUR EU 192.8 (21.5) (44.1)
CONVERGE TECHNOL CTS2EUR EU 493.1 48.3 (105.8)
CONVERGE TECHNOL 0ZB GZ 493.1 48.3 (105.8)
CONVERGE TECHNOL CTS CN 493.1 48.3 (105.8)
CONVERGE TECHNOL 0ZB GR 493.1 48.3 (105.8)
CONVERGE TECHNOL CTSDF US 493.1 48.3 (105.8)
CONVERGE TECHNOL 0ZB TH 493.1 48.3 (105.8)
CONVERGE TECHNOL 0ZB QT 493.1 48.3 (105.8)
CURIS INC CUSA GR 45.7 (28.6) 19.2
CURIS INC CRIS US 45.7 (28.6) 19.2
CURIS INC CUSA TH 45.7 (28.6) 19.2
CURIS INC CRISEUR EU 45.7 (28.6) 19.2
CURIS INC CUSA GZ 45.7 (28.6) 19.2
DELEK LOGISTICS DKL US 956.4 (108.3) 1.0
DENNY'S CORP DENN US 430.9 (130.4) (28.5)
DENNY'S CORP DE8 TH 430.9 (130.4) (28.5)
DENNY'S CORP DENNEUR EU 430.9 (130.4) (28.5)
DENNY'S CORP DE8 GR 430.9 (130.4) (28.5)
DIEBOLD NIXDORF DBD US 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD SW 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD GR 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBDEUR EU 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD TH 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD QT 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD GZ 3,657.4 (831.7) 207.8
DINE BRANDS GLOB DIN US 2,074.9 (354.7) 237.9
DINE BRANDS GLOB IHP GR 2,074.9 (354.7) 237.9
DINE BRANDS GLOB IHP TH 2,074.9 (354.7) 237.9
DOMINO'S PIZZA EZV GR 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA DPZ US 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA EZV TH 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA EZV SW 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA DPZEUR EU 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA EZV GZ 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA DPZ AV 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA DPZ* MM 1,567.2 (3,300.4) 398.6
DOMINO'S PIZZA EZV QT 1,567.2 (3,300.4) 398.6
DOMO INC- CL B DOMO US 193.1 (78.5) (14.2)
DOMO INC- CL B 1ON GR 193.1 (78.5) (14.2)
DOMO INC- CL B 1ON GZ 193.1 (78.5) (14.2)
DOMO INC- CL B DOMOEUR EU 193.1 (78.5) (14.2)
DOMO INC- CL B 1ON TH 193.1 (78.5) (14.2)
DYE & DURHAM LTD DND CN 1,132.0 557.0 210.5
DYE & DURHAM LTD DYNDF US 1,132.0 557.0 210.5
ESPERION THERAPE ESPR US 353.3 (96.1) 251.8
ESPERION THERAPE 0ET TH 353.3 (96.1) 251.8
ESPERION THERAPE ESPREUR EU 353.3 (96.1) 251.8
ESPERION THERAPE 0ET QT 353.3 (96.1) 251.8
ESPERION THERAPE 0ET GR 353.3 (96.1) 251.8
EVERI HOLDINGS I EVRI US 1,458.2 (15.4) 89.9
EVERI HOLDINGS I G2C TH 1,458.2 (15.4) 89.9
EVERI HOLDINGS I G2C GR 1,458.2 (15.4) 89.9
EVERI HOLDINGS I EVRIEUR EU 1,458.2 (15.4) 89.9
EXTRACTION OIL & XOG US 2,370.6 (405.3) (338.7)
EXTRACTION OIL & EH40 GR 2,370.6 (405.3) (338.7)
EXTRACTION OIL & XOG1EUR EU 2,370.6 (405.3) (338.7)
FATHOM HOLDINGS FTHM US 35.2 30.3 29.7
FINTECH ACQUIS-A FTCV US 0.0 (0.0) (0.0)
FINTECH ACQUISI FTCVU US 0.0 (0.0) (0.0)
FLEXION THERAPEU FLXN US 263.4 (3.1) 186.2
FLEXION THERAPEU F02 GR 263.4 (3.1) 186.2
FLEXION THERAPEU F02 TH 263.4 (3.1) 186.2
FLEXION THERAPEU F02 QT 263.4 (3.1) 186.2
FLEXION THERAPEU FLXNEUR EU 263.4 (3.1) 186.2
FOUNTAIN HEALTHY FHAI US 0.0 (0.1) (0.1)
FRONTDOOR IN FTDR US 1,405.0 (61.0) 223.0
FRONTDOOR IN 3I5 GR 1,405.0 (61.0) 223.0
FRONTDOOR IN FTDREUR EU 1,405.0 (61.0) 223.0
G1 THERAPEUTICS G1H TH 228.6 (436.1) 212.6
G1 THERAPEUTICS G1H GR 228.6 (436.1) 212.6
G1 THERAPEUTICS GTHXEUR EU 228.6 (436.1) 212.6
G1 THERAPEUTICS GTHX US 228.6 (436.1) 212.6
G1 THERAPEUTICS G1H GZ 228.6 (436.1) 212.6
GCM GROSVENOR-A GCMG US - - -
GODADDY INC-A GDDY US 6,432.9 (11.8) (1,022.9)
GODADDY INC-A 38D TH 6,432.9 (11.8) (1,022.9)
GODADDY INC-A 38D GR 6,432.9 (11.8) (1,022.9)
GODADDY INC-A 38D QT 6,432.9 (11.8) (1,022.9)
GODADDY INC-A GDDY* MM 6,432.9 (11.8) (1,022.9)
GOGO INC GOGO US 984.5 (647.2) 363.1
GOGO INC G0G TH 984.5 (647.2) 363.1
GOGO INC GOGOEUR EU 984.5 (647.2) 363.1
GOGO INC G0G GR 984.5 (647.2) 363.1
GOGO INC G0G QT 984.5 (647.2) 363.1
GOGO INC G0G GZ 984.5 (647.2) 363.1
GOOSEHEAD INSU-A 2OX GR 185.8 (38.4) 30.3
GOOSEHEAD INSU-A GSHDEUR EU 185.8 (38.4) 30.3
GOOSEHEAD INSU-A GSHD US 185.8 (38.4) 30.3
GRAFTECH INTERNA EAFUSD EU 1,432.7 (329.4) 431.1
GRAFTECH INTERNA EAF US 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G TH 1,432.7 (329.4) 431.1
GRAFTECH INTERNA EAFEUR EU 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G GR 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G QT 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G GZ 1,432.7 (329.4) 431.1
GREEN PLAINS PAR GPP US 105.3 (46.5) (101.1)
GREENSKY INC-A GSKY US 1,461.9 (205.9) 784.2
GT BIOPHARMA INC OXI GR 0.9 (29.8) (29.9)
GURU ORGANIC ENE GURU CN 0.0 (0.0) (0.0)
GURU ORGANIC ENE GUROF US 0.0 (0.0) (0.0)
H&R BLOCK - BDR H1RB34 BZ 2,556.4 (280.0) 40.3
H&R BLOCK INC HRB US 2,556.4 (280.0) 40.3
H&R BLOCK INC HRB GR 2,556.4 (280.0) 40.3
H&R BLOCK INC HRB TH 2,556.4 (280.0) 40.3
H&R BLOCK INC HRB QT 2,556.4 (280.0) 40.3
H&R BLOCK INC HRBEUR EU 2,556.4 (280.0) 40.3
HERBALIFE NUTRIT HOO GR 3,076.1 (856.1) 648.5
HERBALIFE NUTRIT HLF US 3,076.1 (856.1) 648.5
HERBALIFE NUTRIT HOO TH 3,076.1 (856.1) 648.5
HERBALIFE NUTRIT HOO GZ 3,076.1 (856.1) 648.5
HERBALIFE NUTRIT HLFEUR EU 3,076.1 (856.1) 648.5
HERBALIFE NUTRIT HOO QT 3,076.1 (856.1) 648.5
HEWLETT-CEDEAR HPQ AR 34,737.0 (3,235.0) (7,442.0)
HEWLETT-CEDEAR HPQD AR 34,737.0 (3,235.0) (7,442.0)
HEWLETT-CEDEAR HPQC AR 34,737.0 (3,235.0) (7,442.0)
HILTON WORLD-BDR H1LT34 BZ 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HI91 TH 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HI91 GR 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HLT* MM 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HLT US 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HLTEUR EU 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HLTW AV 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HI91 TE 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HI91 QT 16,755.0 (1,486.0) 1,771.0
HILTON WORLDWIDE HI91 GZ 16,755.0 (1,486.0) 1,771.0
HORIZON GLOBAL HZN US 458.0 (22.1) 91.8
HORIZON GLOBAL 2H6 GR 458.0 (22.1) 91.8
HORIZON GLOBAL HZN1EUR EU 458.0 (22.1) 91.8
HOVNANIAN ENT-A HOV US 1,850.7 (416.3) 870.0
HOVNANIAN ENT-A HO3A GR 1,850.7 (416.3) 870.0
HOVNANIAN ENT-A HOVEUR EU 1,850.7 (416.3) 870.0
HP COMPANY-BDR HPQB34 BZ 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ TE 34,737.0 (3,235.0) (7,442.0)
HP INC 7HP GR 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ US 34,737.0 (3,235.0) (7,442.0)
HP INC 7HP TH 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ* MM 34,737.0 (3,235.0) (7,442.0)
HP INC HPQUSD SW 34,737.0 (3,235.0) (7,442.0)
HP INC 7HP GZ 34,737.0 (3,235.0) (7,442.0)
HP INC HPQEUR EU 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ CI 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ AV 34,737.0 (3,235.0) (7,442.0)
HP INC HPQ SW 34,737.0 (3,235.0) (7,442.0)
HP INC 7HP QT 34,737.0 (3,235.0) (7,442.0)
IDERA PHARMACEUT IDRA US 42.4 (91.2) 42.4
IDERA PHARMACEUT HXXB QT 42.4 (91.2) 42.4
IMMUNOME INC IMNM US 12.0 (0.7) 2.1
INFRASTRUCTURE A IEA US 722.4 (72.1) 97.1
INFRASTRUCTURE A IEAEUR EU 722.4 (72.1) 97.1
INFRASTRUCTURE A 5YF GR 722.4 (72.1) 97.1
INHIBRX INC INBX US 143.6 91.7 97.1
INHIBRX INC 1RK GR 143.6 91.7 97.1
INHIBRX INC INBXEUR EU 143.6 91.7 97.1
INHIBRX INC 1RK TH 143.6 91.7 97.1
INHIBRX INC 1RK QT 143.6 91.7 97.1
INSEEGO CORP INO TH 227.4 (27.9) 38.4
INSEEGO CORP INO QT 227.4 (27.9) 38.4
INSEEGO CORP INSG US 227.4 (27.9) 38.4
INSEEGO CORP INO GR 227.4 (27.9) 38.4
INSEEGO CORP INSGEUR EU 227.4 (27.9) 38.4
INSEEGO CORP INO GZ 227.4 (27.9) 38.4
INSPIRED ENTERTA INSE US 320.3 (95.0) 10.3
INTERCEPT PHARMA I4P TH 580.5 (166.9) 366.7
INTERCEPT PHARMA I4P SW 580.5 (166.9) 366.7
INTERCEPT PHARMA ICPT US 580.5 (166.9) 366.7
INTERCEPT PHARMA I4P GR 580.5 (166.9) 366.7
INTERCEPT PHARMA ICPT* MM 580.5 (166.9) 366.7
INTERCEPT PHARMA I4P GZ 580.5 (166.9) 366.7
JACK IN THE BOX JBX GR 1,913.6 (749.1) 62.7
JACK IN THE BOX JACK US 1,913.6 (749.1) 62.7
JACK IN THE BOX JBX GZ 1,913.6 (749.1) 62.7
JACK IN THE BOX JBX QT 1,913.6 (749.1) 62.7
JACK IN THE BOX JACK1EUR EU 1,913.6 (749.1) 62.7
JOSEMARIA RESOUR JOSE SS 28.8 (9.4) (18.4)
JOSEMARIA RESOUR NGQSEK EU 28.8 (9.4) (18.4)
JOSEMARIA RESOUR JOSES EB 28.8 (9.4) (18.4)
JOSEMARIA RESOUR JOSES IX 28.8 (9.4) (18.4)
JOSEMARIA RESOUR JOSES I2 28.8 (9.4) (18.4)
JUST ENERGY GROU JE US 1,069.0 (215.8) (0.5)
JUST ENERGY GROU JE CN 1,069.0 (215.8) (0.5)
JUST ENERGY GROU JEEUR EU 1,069.0 (215.8) (0.5)
KEMPHARM INC KMPH US 11.2 (62.3) (62.7)
KEMPHARM INC 1GDA TH 11.2 (62.3) (62.7)
L BRANDS INC LB US 11,571.4 (658.7) 2,715.9
L BRANDS INC LTD TH 11,571.4 (658.7) 2,715.9
L BRANDS INC LTD GR 11,571.4 (658.7) 2,715.9
L BRANDS INC LTD SW 11,571.4 (658.7) 2,715.9
L BRANDS INC LTD QT 11,571.4 (658.7) 2,715.9
L BRANDS INC LBRA AV 11,571.4 (658.7) 2,715.9
L BRANDS INC LBEUR EU 11,571.4 (658.7) 2,715.9
L BRANDS INC LB* MM 11,571.4 (658.7) 2,715.9
L BRANDS INC-BDR LBRN34 BZ 11,571.4 (658.7) 2,715.9
LAREDO PETROLEUM 8LP1 GR 1,442.6 (21.4) (61.0)
LAREDO PETROLEUM LPI US 1,442.6 (21.4) (61.0)
LAREDO PETROLEUM LPI1EUR EU 1,442.6 (21.4) (61.0)
LENNOX INTL INC LII US 2,032.5 (17.1) 386.3
LENNOX INTL INC LXI GR 2,032.5 (17.1) 386.3
LENNOX INTL INC LII* MM 2,032.5 (17.1) 386.3
LENNOX INTL INC LXI TH 2,032.5 (17.1) 386.3
LENNOX INTL INC LII1EUR EU 2,032.5 (17.1) 386.3
LESLIE'S INC LESL US 747.1 (386.4) 162.8
LESLIE'S INC LE3 GR 747.1 (386.4) 162.8
LESLIE'S INC LESLEUR EU 747.1 (386.4) 162.8
LESLIE'S INC LE3 TH 747.1 (386.4) 162.8
LESLIE'S INC LE3 QT 747.1 (386.4) 162.8
LIFEMD INC LFMD US 5.4 (8.0) (4.8)
MADISON SQUARE G MSG1EUR EU 1,292.1 (265.1) (172.7)
MADISON SQUARE G MS8 GR 1,292.1 (265.1) (172.7)
MADISON SQUARE G MSGS US 1,292.1 (265.1) (172.7)
MADISON SQUARE G MS8 TH 1,292.1 (265.1) (172.7)
MADISON SQUARE G MS8 QT 1,292.1 (265.1) (172.7)
MANNKIND CORP MNKD US 108.6 (180.4) 5.8
MANNKIND CORP NNFN TH 108.6 (180.4) 5.8
MANNKIND CORP NNFN GR 108.6 (180.4) 5.8
MANNKIND CORP NNFN SW 108.6 (180.4) 5.8
MANNKIND CORP MNKDEUR EU 108.6 (180.4) 5.8
MANNKIND CORP NNFN QT 108.6 (180.4) 5.8
MANNKIND CORP NNFN GZ 108.6 (180.4) 5.8
MASON INDUSTRIAL MIT/U US 0.2 (0.1) (0.2)
MATCH GROUP -BDR M1TC34 BZ 2,977.0 (1,176.0) 520.2
MATCH GROUP INC MTCH US 2,977.0 (1,176.0) 520.2
MATCH GROUP INC MTCH1* MM 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN TH 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN GR 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN QT 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN SW 2,977.0 (1,176.0) 520.2
MATCH GROUP INC MTC2 AV 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN GZ 2,977.0 (1,176.0) 520.2
MCAFEE CORP - A MCFE US 5,428.0 (1,800.0) (1,471.0)
MCAFEE CORP - A MC7 GR 5,428.0 (1,800.0) (1,471.0)
MCAFEE CORP - A MCFEEUR EU 5,428.0 (1,800.0) (1,471.0)
MCDONALD'S CORP TCXMCD AU 52,626.8 (7,824.9) 62.0
MCDONALDS - BDR MCDC34 BZ 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO TH 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD SW 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD US 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO GR 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD* MM 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD TE 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD AV 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCDUSD SW 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO GZ 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCDEUR EU 52,626.8 (7,824.9) 62.0
MCDONALDS CORP 0R16 LN 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD CI 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO QT 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD PE 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCDCL CI 52,626.8 (7,824.9) 62.0
MCDONALDS-CEDEAR MCD AR 52,626.8 (7,824.9) 62.0
MCDONALDS-CEDEAR MCDC AR 52,626.8 (7,824.9) 62.0
MCDONALDS-CEDEAR MCDD AR 52,626.8 (7,824.9) 62.0
MEDIAALPHA INC-A MAX US - (9.9) (9.9)
MERCER PARK BR-A MRCQF US 411.4 (7.6) 2.7
MERCER PARK BR-A BRND/A/U CN 411.4 (7.6) 2.7
MICHAELS COS INC MIK US 4,528.4 (1,197.2) 556.6
MICHAELS COS INC MIM GR 4,528.4 (1,197.2) 556.6
MICHAELS COS INC MIM TH 4,528.4 (1,197.2) 556.6
MICHAELS COS INC MIKEUR EU 4,528.4 (1,197.2) 556.6
MICHAELS COS INC MIM QT 4,528.4 (1,197.2) 556.6
MICHAELS COS INC MIM GZ 4,528.4 (1,197.2) 556.6
MICROVISION INC MVIN TH 9.0 (4.2) (5.8)
MICROVISION INC MVIN GR 9.0 (4.2) (5.8)
MICROVISION INC MVIS US 9.0 (4.2) (5.8)
MICROVISION INC MVISEUR EU 9.0 (4.2) (5.8)
MICROVISION INC MVIN GZ 9.0 (4.2) (5.8)
MICROVISION INC MVIN QT 9.0 (4.2) (5.8)
MILESTONE MEDICA MMD PW 1.0 (16.3) (16.3)
MILESTONE MEDICA MMDPLN EU 1.0 (16.3) (16.3)
MOGO INC SGCC GR 101.5 (3.3) -
MOGO INC MOGO CN 101.5 (3.3) -
MOGO INC MOGO US 101.5 (3.3) -
MOGO INC DCFEUR EU 101.5 (3.3) -
MOGO INC SGCC TH 101.5 (3.3) -
MONEYGRAM INTERN 9M1N GR 4,674.1 (237.0) (20.7)
MONEYGRAM INTERN MGI US 4,674.1 (237.0) (20.7)
MONEYGRAM INTERN 9M1N TH 4,674.1 (237.0) (20.7)
MONEYGRAM INTERN MGIEUR EU 4,674.1 (237.0) (20.7)
MONEYGRAM INTERN 9M1N QT 4,674.1 (237.0) (20.7)
MONTES ARCHIM-A MAAC US 0.5 (0.0) (0.5)
MONTES ARCHIMEDE MAACU US 0.5 (0.0) (0.5)
MOTOROLA SOL-BDR M1SI34 BZ 10,876.0 (541.0) 838.0
MOTOROLA SOL-CED MSI AR 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA GR 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MOT TE 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MSI US 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA TH 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA GZ 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MSI1EUR EU 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MOSI AV 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA QT 10,876.0 (541.0) 838.0
MSCI INC 3HM GR 4,198.6 (443.2) 903.8
MSCI INC MSCI US 4,198.6 (443.2) 903.8
MSCI INC 3HM SW 4,198.6 (443.2) 903.8
MSCI INC 3HM GZ 4,198.6 (443.2) 903.8
MSCI INC 3HM QT 4,198.6 (443.2) 903.8
MSCI INC MSCI* MM 4,198.6 (443.2) 903.8
MSCI INC 3HM TH 4,198.6 (443.2) 903.8
MSCI INC-BDR M1SC34 BZ 4,198.6 (443.2) 903.8
MSG NETWORKS- A MSGN US 921.7 (467.9) 331.9
MSG NETWORKS- A 1M4 GR 921.7 (467.9) 331.9
MSG NETWORKS- A 1M4 QT 921.7 (467.9) 331.9
MSG NETWORKS- A MSGNEUR EU 921.7 (467.9) 331.9
MSG NETWORKS- A 1M4 TH 921.7 (467.9) 331.9
NANTHEALTH INC NH US 200.3 (111.4) (94.2)
NATHANS FAMOUS NATH US 104.6 (63.1) 79.3
NATHANS FAMOUS NFA GR 104.6 (63.1) 79.3
NATHANS FAMOUS NATHEUR EU 104.6 (63.1) 79.3
NATIONAL CINEMED NCMI US 1,097.8 (210.4) 183.0
NATIONAL CINEMED XWM GR 1,097.8 (210.4) 183.0
NATIONAL CINEMED NCMIEUR EU 1,097.8 (210.4) 183.0
NAVISTAR INTL IHR TH 6,637.0 (3,822.0) 1,206.0
NAVISTAR INTL NAV US 6,637.0 (3,822.0) 1,206.0
NAVISTAR INTL IHR GR 6,637.0 (3,822.0) 1,206.0
NAVISTAR INTL NAVEUR EU 6,637.0 (3,822.0) 1,206.0
NAVISTAR INTL IHR QT 6,637.0 (3,822.0) 1,206.0
NAVISTAR INTL IHR GZ 6,637.0 (3,822.0) 1,206.0
NESCO HOLDINGS I NSCO US 769.5 (24.4) 54.0
NEW ENG RLTY-LP NEN US 293.1 (39.3) -
NORTHERN OIL AND 4LT1 GR 1,025.5 (83.7) 13.3
NORTHERN OIL AND NOG US 1,025.5 (83.7) 13.3
NORTHERN OIL AND NOG1EUR EU 1,025.5 (83.7) 13.3
NORTONLIFEL- BDR S1YM34 BZ 6,357.0 (492.0) 27.0
NORTONLIFELOCK I NLOK US 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM TH 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM GR 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYMC TE 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYMC AV 6,357.0 (492.0) 27.0
NORTONLIFELOCK I NLOK* MM 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYMCEUR EU 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM GZ 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM QT 6,357.0 (492.0) 27.0
NUTANIX INC - A 0NU SW 2,311.5 (758.4) 766.2
NUTANIX INC - A 0NU GZ 2,311.5 (758.4) 766.2
NUTANIX INC - A 0NU GR 2,311.5 (758.4) 766.2
NUTANIX INC - A NTNXEUR EU 2,311.5 (758.4) 766.2
NUTANIX INC - A 0NU TH 2,311.5 (758.4) 766.2
NUTANIX INC - A 0NU QT 2,311.5 (758.4) 766.2
NUTANIX INC - A NTNX US 2,311.5 (758.4) 766.2
OASIS PETROLEUM OAS US 2,506.8 (638.2) (235.9)
OASIS PETROLEUM OS70 GR 2,506.8 (638.2) (235.9)
OASIS PETROLEUM OAS1EUR EU 2,506.8 (638.2) (235.9)
OCULAR THERAPEUT OCUL US 98.2 (4.1) 59.0
OCULAR THERAPEUT 0OT GZ 98.2 (4.1) 59.0
OCULAR THERAPEUT 0OT TH 98.2 (4.1) 59.0
OCULAR THERAPEUT OCULEUR EU 98.2 (4.1) 59.0
OCULAR THERAPEUT 0OT GR 98.2 (4.1) 59.0
OLEMA PHARMACEUT OLMA US 0.1 (1.2) (1.3)
OMEROS CORP OMER US 181.0 (120.8) 114.5
OMEROS CORP 3O8 GR 181.0 (120.8) 114.5
OMEROS CORP 3O8 QT 181.0 (120.8) 114.5
OMEROS CORP OMERUSD EU 181.0 (120.8) 114.5
OMEROS CORP 3O8 TH 181.0 (120.8) 114.5
OMEROS CORP OMEREUR EU 181.0 (120.8) 114.5
ONDAS HOLDINGS I ONDS US 2.6 (16.4) (16.3)
OPENDOOR TECHNOL OPEN US 414.7 394.7 (4.9)
OPTIVA INC OPT CN 77.4 (79.4) 3.0
ORTHO CLINCICAL OCDX US 3,589.2 (812.8) 138.7
ORTHO CLINCICAL 41V GR 3,589.2 (812.8) 138.7
ORTHO CLINCICAL OCDXEUR EU 3,589.2 (812.8) 138.7
OTIS WORLDWI OTIS US 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG GR 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG GZ 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI OTISEUR EU 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI OTIS* MM 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG TH 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG QT 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI-BDR O1TI34 BZ 10,710.0 (3,201.0) (180.0)
PAPA JOHN'S INTL PZZA US 872.8 (8.6) 17.5
PAPA JOHN'S INTL PP1 GR 872.8 (8.6) 17.5
PAPA JOHN'S INTL PZZAEUR EU 872.8 (8.6) 17.5
PAPA JOHN'S INTL PP1 GZ 872.8 (8.6) 17.5
PAPA JOHN'S INTL PP1 TH 872.8 (8.6) 17.5
PAPA JOHN'S INTL PP1 QT 872.8 (8.6) 17.5
PARATEK PHARMACE PRTK US 176.9 (102.3) 172.1
PARATEK PHARMACE N4CN GR 176.9 (102.3) 172.1
PARATEK PHARMACE N4CN TH 176.9 (102.3) 172.1
PAVMED INC PAVMEUR EU 10.5 (14.8) (15.4)
PAVMED INC PAVM US 10.5 (14.8) (15.4)
PHILIP MORRI-BDR PHMO34 BZ 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN 4I1 GR 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PM US 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PM1CHF EU 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN 4I1 TH 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PM1 TE 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PM1EUR EU 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PMI SW 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN 0M8V LN 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PMOR AV 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PMIZ IX 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PMIZ EB 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN 4I1 GZ 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PM* MM 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN 4I1 QT 44,815.0 (10,631.0) 1,877.0
PLANET FITNESS-A 3PL QT 1,849.7 (705.7) 454.9
PLANET FITNESS-A PLNT1EUR EU 1,849.7 (705.7) 454.9
PLANET FITNESS-A PLNT US 1,849.7 (705.7) 454.9
PLANET FITNESS-A 3PL TH 1,849.7 (705.7) 454.9
PLANET FITNESS-A 3PL GR 1,849.7 (705.7) 454.9
PLANET FITNESS-A 3PL GZ 1,849.7 (705.7) 454.9
PLANTRONICS INC PLT US 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM GR 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM GZ 2,201.5 (145.0) 193.1
PLANTRONICS INC PLTEUR EU 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM TH 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM QT 2,201.5 (145.0) 193.1
POWIN ENERGY COR PWON US 15.9 (5.9) (17.6)
PPD INC PPD US 6,293.8 (711.6) 268.6
PRIORITY TECHNOL PRTHU US 380.4 (98.3) 3.6
PRIORITY TECHNOL PRTH US 380.4 (98.3) 3.6
PRIORITY TECHNOL PRTHEUR EU 380.4 (98.3) 3.6
PRIORITY TECHNOL 60W GR 380.4 (98.3) 3.6
PROGENITY INC 4ZU TH 119.6 (60.4) 5.7
PROGENITY INC 4ZU GR 119.6 (60.4) 5.7
PROGENITY INC 4ZU QT 119.6 (60.4) 5.7
PROGENITY INC PROGEUR EU 119.6 (60.4) 5.7
PROGENITY INC 4ZU GZ 119.6 (60.4) 5.7
PROGENITY INC PROG US 119.6 (60.4) 5.7
PSOMAGEN INC-KDR 950200 KS 49.5 36.8 25.3
PUMA BIOTECHNOLO PBYI US 261.7 (6.0) 41.6
PUMA BIOTECHNOLO 0PB SW 261.7 (6.0) 41.6
PUMA BIOTECHNOLO 0PB TH 261.7 (6.0) 41.6
PUMA BIOTECHNOLO 0PB GR 261.7 (6.0) 41.6
PUMA BIOTECHNOLO PBYIEUR EU 261.7 (6.0) 41.6
QUANTUM CORP QNT2 GR 185.8 (194.0) 1.6
QUANTUM CORP QMCO US 185.8 (194.0) 1.6
QUANTUM CORP QTM1EUR EU 185.8 (194.0) 1.6
QUANTUM CORP QNT2 TH 185.8 (194.0) 1.6
RADIUS HEALTH IN RDUS US 191.6 (123.7) 107.4
RADIUS HEALTH IN 1R8 GR 191.6 (123.7) 107.4
RADIUS HEALTH IN 1R8 TH 191.6 (123.7) 107.4
RADIUS HEALTH IN RDUSEUR EU 191.6 (123.7) 107.4
RADIUS HEALTH IN 1R8 QT 191.6 (123.7) 107.4
REVLON INC-A RVL1 GR 2,973.3 (1,582.9) (38.9)
REVLON INC-A REV US 2,973.3 (1,582.9) (38.9)
REVLON INC-A REV* MM 2,973.3 (1,582.9) (38.9)
REVLON INC-A RVL1 TH 2,973.3 (1,582.9) (38.9)
REVLON INC-A REVEUR EU 2,973.3 (1,582.9) (38.9)
RICE ACQUISIT- A RICE US 0.4 (0.1) 0.0
RICE ACQUISITION RICE/U US 0.4 (0.1) 0.0
RIMINI STREET IN RMNI US 279.9 (63.1) (62.1)
RR DONNELLEY & S DLLN TH 3,130.9 (243.8) 466.4
RR DONNELLEY & S DLLN GR 3,130.9 (243.8) 466.4
RR DONNELLEY & S RRD US 3,130.9 (243.8) 466.4
RR DONNELLEY & S RRDEUR EU 3,130.9 (243.8) 466.4
SBA COMM CORP 4SB GR 9,158.0 (4,809.2) (141.8)
SBA COMM CORP SBAC US 9,158.0 (4,809.2) (141.8)
SBA COMM CORP 4SB GZ 9,158.0 (4,809.2) (141.8)
SBA COMM CORP 4SB TH 9,158.0 (4,809.2) (141.8)
SBA COMM CORP SBAC* MM 9,158.0 (4,809.2) (141.8)
SBA COMM CORP SBACEUR EU 9,158.0 (4,809.2) (141.8)
SBA COMM CORP 4SB QT 9,158.0 (4,809.2) (141.8)
SBA COMMUN - BDR S1BA34 BZ 9,158.0 (4,809.2) (141.8)
SCIENTIFIC GAMES TJW TH 7,984.0 (2,524.0) 1,348.0
SCIENTIFIC GAMES TJW GZ 7,984.0 (2,524.0) 1,348.0
SCIENTIFIC GAMES SGMS US 7,984.0 (2,524.0) 1,348.0
SCIENTIFIC GAMES TJW GR 7,984.0 (2,524.0) 1,348.0
SEAWORLD ENTERTA SEASEUR EU 2,566.4 (105.8) 190.3
SEAWORLD ENTERTA SEAS US 2,566.4 (105.8) 190.3
SEAWORLD ENTERTA W2L GR 2,566.4 (105.8) 190.3
SEAWORLD ENTERTA W2L TH 2,566.4 (105.8) 190.3
SELECTA BIOSCIEN SELB US 181.0 (7.4) 89.5
SELECTA BIOSCIEN 1S7 GR 181.0 (7.4) 89.5
SELECTA BIOSCIEN SELBEUR EU 181.0 (7.4) 89.5
SELECTA BIOSCIEN 1S7 TH 181.0 (7.4) 89.5
SELECTA BIOSCIEN 1S7 GZ 181.0 (7.4) 89.5
SENSEI BIOTHERAP SNSE US 1.2 (21.1) (21.2)
SENSEI BIOTHERAP 407 GR 1.2 (21.1) (21.2)
SENSEI BIOTHERAP SNSEEUR EU 1.2 (21.1) (21.2)
SENSEI BIOTHERAP 407 GZ 1.2 (21.1) (21.2)
SENSEI BIOTHERAP 407 TH 1.2 (21.1) (21.2)
SENSEI BIOTHERAP 407 QT 1.2 (21.1) (21.2)
SHELL MIDSTREAM SHLX US 2,347.0 (458.0) 312.0
SIMPLY INC IFONUSD EU 23.6 (1.0) (4.8)
SINCLAIR BROAD-A SBTA GZ 13,382.0 (995.0) 2,183.0
SINCLAIR BROAD-A SBGIEUR EU 13,382.0 (995.0) 2,183.0
SINCLAIR BROAD-A SBTA TH 13,382.0 (995.0) 2,183.0
SINCLAIR BROAD-A SBTA QT 13,382.0 (995.0) 2,183.0
SINCLAIR BROAD-A SBGI US 13,382.0 (995.0) 2,183.0
SINCLAIR BROAD-A SBTA GR 13,382.0 (995.0) 2,183.0
SIRIUS XM HO-BDR SRXM34 BZ 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN SIRI US 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO GR 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO TH 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN SIRI AV 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN SIRIEUR EU 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO GZ 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO QT 10,333.0 (2,285.0) (2,200.0)
SIX FLAGS ENTERT 6FE GR 2,772.7 (635.2) (145.7)
SIX FLAGS ENTERT 6FE QT 2,772.7 (635.2) (145.7)
SIX FLAGS ENTERT SIXEUR EU 2,772.7 (635.2) (145.7)
SIX FLAGS ENTERT SIX US 2,772.7 (635.2) (145.7)
SIX FLAGS ENTERT 6FE TH 2,772.7 (635.2) (145.7)
SLEEP NUMBER COR SL2 GR 800.1 (224.0) (474.1)
SLEEP NUMBER COR SNBR US 800.1 (224.0) (474.1)
SLEEP NUMBER COR SNBREUR EU 800.1 (224.0) (474.1)
SOTERA HEALTH CO SHC US 2,580.7 (627.5) 128.4
SOTERA HEALTH CO SH5 GR 2,580.7 (627.5) 128.4
SOTERA HEALTH CO SHCEUR EU 2,580.7 (627.5) 128.4
STARBUCKS CORP SBUX* MM 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SRB GR 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SRB TH 29,968.4 (7,904.0) 473.6
STARBUCKS CORP USSBUX KZ 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX AV 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX TE 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUXEUR EU 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX IM 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX US 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUXUSD SW 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SRB GZ 29,968.4 (7,904.0) 473.6
STARBUCKS CORP 0QZH LI 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX PE 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX CI 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX SW 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SRB QT 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUXCL CI 29,968.4 (7,904.0) 473.6
STARBUCKS-BDR SBUB34 BZ 29,968.4 (7,904.0) 473.6
STARBUCKS-CEDEAR SBUX AR 29,968.4 (7,904.0) 473.6
STARBUCKS-CEDEAR SBUXD AR 29,968.4 (7,904.0) 473.6
TELOS CORP TLS US 85.8 (133.8) (11.3)
TG THERAPEUTICS TGTX US 625.6 (980.6) 182.7
TG THERAPEUTICS NKB2 SW 625.6 (980.6) 182.7
TG THERAPEUTICS NKB2 QT 625.6 (980.6) 182.7
TG THERAPEUTICS NKB2 TH 625.6 (980.6) 182.7
TG THERAPEUTICS NKB2 GR 625.6 (980.6) 182.7
TG THERAPEUTICS NKB2 GZ 625.6 (980.6) 182.7
TG THERAPEUTICS TGTXUSD EU 625.6 (980.6) 182.7
THUNDER BRIDGE C TBCPU US 0.1 (0.0) (0.1)
TRANSDIGM - BDR T1DG34 BZ 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP TDG US 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP T7D GR 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP TDG* MM 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP T7D TH 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP T7D QT 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP TDGEUR EU 18,557.0 (3,721.0) 5,511.0
TRAVEL + LEISURE WD5A TH 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE WD5A QT 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE WYNEUR EU 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE WD5A GR 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE TNL US 7,613.0 (968.0) 1,545.0
TRAVEL + LEISURE WD5A GZ 7,613.0 (968.0) 1,545.0
TRIUMPH GROUP TG7 GR 2,401.9 (1,069.8) 699.1
TRIUMPH GROUP TGI US 2,401.9 (1,069.8) 699.1
TRIUMPH GROUP TG7 TH 2,401.9 (1,069.8) 699.1
TRIUMPH GROUP TGIEUR EU 2,401.9 (1,069.8) 699.1
TUPPERWARE BRAND TUP US 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP GR 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP TH 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP1EUR EU 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP GZ 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP QT 1,191.4 (244.0) (655.5)
UBIQUITI INC UI US 781.2 (181.8) 374.7
UBIQUITI INC 3UB GR 781.2 (181.8) 374.7
UBIQUITI INC 3UB GZ 781.2 (181.8) 374.7
UBIQUITI INC UBNTEUR EU 781.2 (181.8) 374.7
UNISYS CORP UISEUR EU 2,707.9 (312.1) 570.9
UNISYS CORP UISCHF EU 2,707.9 (312.1) 570.9
UNISYS CORP USY1 TH 2,707.9 (312.1) 570.9
UNISYS CORP USY1 GR 2,707.9 (312.1) 570.9
UNISYS CORP UIS US 2,707.9 (312.1) 570.9
UNISYS CORP UIS1 SW 2,707.9 (312.1) 570.9
UNISYS CORP USY1 GZ 2,707.9 (312.1) 570.9
UNISYS CORP USY1 QT 2,707.9 (312.1) 570.9
UNITI GROUP INC 8XC GR 4,731.8 (2,072.4) -
UNITI GROUP INC 8XC TH 4,731.8 (2,072.4) -
UNITI GROUP INC UNIT US 4,731.8 (2,072.4) -
UWM HOLDINGS COR UWMC US 425.8 406.4 (4.0)
VALVOLINE INC 0V4 GR 3,156.0 (55.0) 708.0
VALVOLINE INC 0V4 TH 3,156.0 (55.0) 708.0
VALVOLINE INC VVVEUR EU 3,156.0 (55.0) 708.0
VALVOLINE INC 0V4 QT 3,156.0 (55.0) 708.0
VALVOLINE INC VVV US 3,156.0 (55.0) 708.0
VECTOR GROUP LTD VGR US 1,343.4 (659.7) 380.6
VECTOR GROUP LTD VGR GR 1,343.4 (659.7) 380.6
VECTOR GROUP LTD VGREUR EU 1,343.4 (659.7) 380.6
VECTOR GROUP LTD VGR TH 1,343.4 (659.7) 380.6
VECTOR GROUP LTD VGR QT 1,343.4 (659.7) 380.6
VECTOR GROUP LTD VGR GZ 1,343.4 (659.7) 380.6
VERANO HOLDINGS VRNO CN 0.1 (0.0) (0.0)
VERANO HOLDINGS VRNOF US 0.1 (0.0) (0.0)
VERISIGN INC VRS TH 1,766.9 (1,390.2) 229.2
VERISIGN INC VRS GR 1,766.9 (1,390.2) 229.2
VERISIGN INC VRSN US 1,766.9 (1,390.2) 229.2
VERISIGN INC VRSN* MM 1,766.9 (1,390.2) 229.2
VERISIGN INC VRS GZ 1,766.9 (1,390.2) 229.2
VERISIGN INC VRSNEUR EU 1,766.9 (1,390.2) 229.2
VERISIGN INC VRS QT 1,766.9 (1,390.2) 229.2
VERISIGN INC-BDR VRSN34 BZ 1,766.9 (1,390.2) 229.2
VERISIGN-CEDEAR VRSN AR 1,766.9 (1,390.2) 229.2
VERSUS SYSTEMS I VS CN 3.9 (5.7) (2.4)
VERY GOOD FOOD C 0SI GR 15.8 9.1 8.1
VERY GOOD FOOD C VERY1EUR EU 15.8 9.1 8.1
VERY GOOD FOOD C VERY CN 15.8 9.1 8.1
VERY GOOD FOOD C VRYYF US 15.8 9.1 8.1
VERY GOOD FOOD C 0SI TH 15.8 9.1 8.1
VERY GOOD FOOD C 0SI GZ 15.8 9.1 8.1
VERY GOOD FOOD C 0SI QT 15.8 9.1 8.1
VISION HYDROGEN VIHD US 0.3 (0.3) (0.5)
VITASPRING BIOME VSBC US 0.0 (0.1) (0.1)
VIVINT SMART HOM VVNT US 2,877.5 (1,487.3) (316.5)
W&T OFFSHORE INC UWV GR 949.5 (199.5) (16.8)
W&T OFFSHORE INC WTI US 949.5 (199.5) (16.8)
W&T OFFSHORE INC WTI1EUR EU 949.5 (199.5) (16.8)
W&T OFFSHORE INC UWV TH 949.5 (199.5) (16.8)
WAYFAIR INC- A W US 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A W* MM 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A 1WF GZ 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A WUSD EU 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A 1WF QT 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A 1WF GR 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A 1WF TH 4,569.9 (1,191.9) 880.2
WAYFAIR INC- A WEUR EU 4,569.9 (1,191.9) 880.2
WIDEOPENWEST INC WU5 TH 2,487.0 (212.4) (121.1)
WIDEOPENWEST INC WU5 GR 2,487.0 (212.4) (121.1)
WIDEOPENWEST INC WU5 QT 2,487.0 (212.4) (121.1)
WIDEOPENWEST INC WOW1EUR EU 2,487.0 (212.4) (121.1)
WIDEOPENWEST INC WOW US 2,487.0 (212.4) (121.1)
WINGSTOP INC WING1EUR EU 211.6 (341.3) 22.1
WINGSTOP INC WING US 211.6 (341.3) 22.1
WINGSTOP INC EWG GR 211.6 (341.3) 22.1
WINGSTOP INC EWG GZ 211.6 (341.3) 22.1
WINMARK CORP WINA US 31.3 (11.4) 6.9
WINMARK CORP GBZ GR 31.3 (11.4) 6.9
WW INTERNATIONAL WW US 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WW6 GR 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WW6 TH 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WW6 SW 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WW6 GZ 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WTW AV 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WTWEUR EU 1,481.2 (548.2) (40.9)
WW INTERNATIONAL WW6 QT 1,481.2 (548.2) (40.9)
WYNN RESORTS LTD WYNN* MM 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYNN US 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYR GR 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYR TH 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYR GZ 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYNNEUR EU 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYNN SW 13,869.5 (737.3) 1,932.3
WYNN RESORTS LTD WYR QT 13,869.5 (737.3) 1,932.3
WYNN RESORTS-BDR W1YN34 BZ 13,869.5 (737.3) 1,932.3
YELLOW CORP YEL GR 2,185.8 (223.3) 329.1
YELLOW CORP YELL US 2,185.8 (223.3) 329.1
YELLOW CORP YEL1 TH 2,185.8 (223.3) 329.1
YELLOW CORP YEL QT 2,185.8 (223.3) 329.1
YELLOW CORP YRCWEUR EU 2,185.8 (223.3) 329.1
YUM! BRANDS -BDR YUMR34 BZ 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR TH 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR GR 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM* MM 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM US 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUMUSD SW 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR GZ 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM AV 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR TE 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUMEUR EU 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR QT 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM SW 5,852.0 (7,891.0) 14.0
ZHEN DING RESOUR RBTK US 0.0 (10.1) (10.1)
2374 VILLAGE COMMON: Seeks Access to Wells Fargo's Cash Collateral
------------------------------------------------------------------
2374 Village Common Drive, LLC asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania for authority to use cash
collateral in accordance with its proposed budget.
The Debtor requires the use of cash collateral to pay current and
future operating expenses, which total as much as approximately
$28,000 per month, in order to maintain its building as a going
concern pending sale. It is anticipated that the attached budget
will carry the Debtor through the closing of its forthcoming real
estate sale.
The Debtor executed a Promissory Note, dated December 20, 2016,
with Wells Fargo in conjunction with a loan in the principal sum of
$3,895,000. The Debtor likewise executed an OpenEnd Mortgage and
Security Agreement, dated December 30, 2016, whereby the Debtor
granted Wells Fargo a lien on the property located in 2374 Village
Common Drive, Erie, PA.
Through a commercial security agreement executed on December 30,
2016, the Debtor granted Wells Fargo a security interest on all
accounts and accounts receivable as well as equipment and inventory
of the Debtor.
To provide adequate protection for the secured claim of Wells
Fargo, the Debtor proposes:
a) To grant Wells Fargo replacement liens on post-petition
rents and/or accounts receivable, including proceeds and products
thereof. These post-petition liens will be shared with other
secured creditors as those secured creditors are identified. The
priority of each secured creditor's interest in this postpetition
lien will be based on the priority each secured creditor held in
property of the Debtor as of the petition date. No additional
notices of lien need be filed to perfect such postpetition liens
but may be filed if Wells Fargo so chooses.
b) These post-petition liens will be limited to rents and/or
accounts receivable that will be or have been acquired from the
petition date through the term of the agreement. These liens will
be in addition to the liens that Wells Fargo had in the assets and
property of the Debtor as of the petition date, which extend to and
encumber the proceeds and products of the property of the Debtor in
existence at the time the bankruptcy petition was filed.
c) The Debtor had listed the Property for sale as of November
3, 2020, at a listing price of $7.5m. Upon information and belief,
the Property has been appraised for approximately $5.9m, and Wells
Fargo is owed approximately $3.6m.
d) As a result, the Debtor herein submits that Wells Fargo is
adequately protected because the value of the real estate for sale
exceeds the balance of its claim, which value may be realized upon
the sale of the Property.
The continuation of the Debtor's utility and building maintenance
payments will prevent the diminution in value of the Debtor's
assets, including the value of the Wells Fargo's collateral, and
will provide Wells Fargo with the indubitable equivalent value of
its claim as of the Petition date going forward in the case. It is
anticipated that the Debtor's budget will carry the Debtor through
the closing of its forthcoming real estate sale.
The budget provides that $5,000 per month will be paid to the
Debtor's proposed counsel to be held in escrow. The amount in
escrow is property of the estate and will remain in escrow unless
and until the Court may authorize an appropriate distribution
therefrom, after notice and hearing on an appropriate application
or motion.
A copy of the Motion is available at https://bit.ly/3cchKDy from
PacerMonitor.com.
About 2374 VILLAGE COMMON DRIVE, LLC
2374 VILLAGE COMMON DRIVE, LLC s a Pennsylvania Limited Liability
Company having a primary business address located at 2374 Village
Common Drive, Erie, PA 16505. The Debtor is a Single Asset Real
Estate entity under 11 USC § 101(51B). The Debtor owns the medical
facility at which Tri-State Pain Institute, LLC and Greater Erie
Surgery Center, Inc. conduct business. Tri-State has filed an
associated Bankruptcy Case at 20-10049-TPA.
The Debtor's sole member is Joseph Martin Thomas, M.D., who has
also filed an associated Bankruptcy Case at 20-10334-TPA. The
Debtor's filing is a result of, inter alia, efforts to liquidate
assets free and clear for the benefit of creditors.
The Debtor sought protection under Chapter 11 of the U.S. Bankrupty
Code (Bankr. W.D. Penn. Case No. 21-10118) on March 5, 2021. In the
petition signed by Joseph Martin Thomas, sole member, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Thomas P. Agresti oversees the case.
Michael P. Kruszewski, Esq. is the Debtor's counsel.
900 CESAR CHAVEZ: ATX Lender Says Plan Not Feasible
---------------------------------------------------
Secured lender ATX Lender 5, LLC, filed an objection to the 900
Cesar Chavez, LLC, et al.'s Fifth Amended Disclosure Statement for
Debtors' Plan of Reorganization and to confirmation of the Debtors'
Joint Fifth Amended Chapter 11 Plan of Reorganization.
The Secured Lender asserts the Court should not confirm the Fifth
Plan for the following reasons:
* The Fifth Plan is not feasible and violates 11 U.S.C. Sec.
1129(a)(11). For the Fifth Plan to go effective, the Debtors must
prevail on their wrongful foreclosure claims in the State Case.
However, under Texas law, the Debtors have no realistic prospect of
overturning the December 1, 2020 foreclosure sale of the
Properties.
* The Fifth Plan does not satisfy Bankruptcy Code § 1129(a)(1)
because it does not comply with all applicable provisions of the
Bankruptcy Code and bankruptcy law. Among other things, the Fifth
Plan ignores the requirement that an impaired creditor like the
Secured Lender must have the right to vote on a Chapter 11 plan and
that a solvent debtor must pay everything a creditor
is owed under state law.
* In the alternative, if the Debtors use Bankruptcy Code §
506(b) to reduce the Secured Lender's secured claim, then the
reduced amount will become an unsecured claim that will prevent
Class 2—Unsecured Claims from approving the Fifth Plan. Under
these circumstances, the Debtors cannot prove that they will have
at least one, non-insider class of impaired claims voting to
approve the Fifth Plan as required by Bankruptcy Code §
1129(a)(10).
* The Fifth Plan contravenes Bankruptcy Code § 1129(a)(3)
because the Debtors did not file the Fifth Plan in good faith.
Additionally, the Secured Lender also objects to the Fifth
Disclosure Statement on a final basis because it does not provide
adequate information as required by Bankruptcy Code § 1125(a).
Among other problems, the Fifth Disclosure Statement includes no
information about the "Net Profits Agreements" between the Debtors
and the proposed Buyers and grossly mischaracterizes the events
surrounding the Foreclosure Sale.
Counsel for the Lender:
W. Steven Bryant
Texas Bar No. 24027413
Federal I.D. No. 32913
LOCKE LORD LLP
600 Congress Ave., Suite 2200
Austin, Texas 78701
Tel: (512) 305-4726
Fax: (512) 305 4800
E-mail: sbryant@lockelord.com
- and -
Jonathan Pelayo
Texas Bar. No. 24060402
LOCKE LORD LLP
600 Travis Street, Suite 2800
Houston, Texas 77002
Tel: (713) 226-1200
Fax: (713) 223-3717
E-mail: jpelayo@lockelord.com
- and -
C. Davin Boldissar
Locke Lord LLP
601 Poydras Street, Suite 2660
New Orleans, Louisiana 70130-6036
Tel: (504) 558-5100
Fax: (504) 681-5211
E-mail: DBoldissar@lockelord.com
About 900 Cesar Chavez
900 Cesar Chavez, LLC, is engaged in renting and leasing real
estate properties. 900 Cesar and its affiliates are single-asset
real estate entities (as defined in 11 U.S.C. Section 101(51B)).
900 Cesar Chavez, LLC (Bankr. W.D. Tex. Case No. 19-11527), the
Lead Case, and its affiliates, 905 Cesar Chavez, LLC (Bankr. W.D.
Tex. Case No. 19-11528), 5th and Red River, LLC (Bankr. W.D. Tex.
Case No. 19-11529), and 7400 South Congress, LLC (Bankr. W.D. Tex.
Case No. 19-11530), sought Chapter 11 protection on Nov. 4, 2019.
The cases are assigned to Judge Tony M. Davis.
In the petition signed by Brian Elliott, corporate counsel, 900
Cesar Chavez, LLC, was estimated to have assets in the range of $1
million to $10 million, and $10 million to $50 million in debt.
The Debtors tapped Evan J. Atkinson, Esq., and Morris D. Weiss,
Esq., at Waller Lansden Dortch & Davis LLP, as counsel.
96 WYTHE: Gets Use of Cash Collateral Thru March 15
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York has
authorized 96 Wythe Acquisition LLC to use cash collateral on an
interim basis, in accordance with the approved budget, through
March 15, 2021.
The Debtor is authorized to use cash collateral to pay the
ordinary, necessary and reasonable expenses of operating the
Williamsburg Hotel as they come due in the ordinary course of
business during the Interim Period, and without any prepayment or
acceleration of expenses.
As adequate protection, Benefit Street Partners Realty Operating
Partnership, L.P. is granted additional and replacement valid,
binding, enforceable, nonavoidable, and automatically perfected
postpetition security interests in and liens on, without the
necessity of the execution by the Debtor (or recordation or other
filing) of security agreements, control agreements, pledge
agreements, financing statements, mortgages, or other similar
documents, on all property.
The Adequate Protection Liens will be junior only to: (A) the
Lender's prepetition liens, and (B) other unavoidable liens, if
any, existing as of the Petition Date that are senior in priority
to the Lender's prepetition liens. The Adequate Protection Liens
will be subject to a $10,000 carve-out for chapter 7 administration
expenses to the extent necessary for the Debtor's payment of fees
incurred under 28 U.S.C. section 1930 and statutory fees required
to be paid to the Clerk of the Court.
The Lender is also granted an allowed administrative expense claim
in the Case ahead of and senior to any and all other administrative
expense claims in the Case, with the exception of the Carve-Out, to
the extent of any Diminution.
The Debtor is required to maintain all necessary insurance as
required under the Prepetition Loan Documents, naming the Lender as
a notice party and additional insured, and will promptly provide
the Lender with proofs of such insurance for the Hotel and copies
of all documents related to any insurance premium financing
arrangement the Debtor may have.
The Debtor will deposit all cash it collects from the Petition Date
in excess of its expenditures into a segregated
debtor-in-possession bank account and will maintain such cash in
the DIP Bank Account until further order of the Court. For the
avoidance of doubt, the Lender's security interests in and liens on
the Cash Collateral will extend to the cash in the DIP Bank
Account.
The court enumerates these Events of Default:
(i) the Debtor's failure to comply with any of the terms of
the Interim Order (including compliance with the Budget);
(ii) the obtaining of credit or incurring of indebtedness
outside of the ordinary course of business that is either secured
by a security interest or lien that is equal or senior to any
security interest or lien of the Lender or entitled to priority
administrative status that is equal or senior to that granted to
the Lender; and
(iii) entry of an order by the Court granting relief from or
modifying the automatic stay under section 362 of the Bankruptcy
Code to allow a creditor to execute upon or enforce a lien or
security interest in any collateral that would have a material
adverse effect on the business, operations, property or assets of
the Debtor.
The Second Interim Hearing to further consider approval of the use
of Cash Collateral on an interim basis is scheduled for March 15,
2021 at 10:00 a.m.
A copy of the Order is available at https://bit.ly/2PIsfqC from
PacerMonitor.com.
About 96 Wythe Acquisition LLC
96 Wythe Acquisition LLC is a privately held company whose
principal property is located at 96 Wythe Ave, Brooklyn, NY 11249.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 1-22108) on February 23,
2021. In the petition signed by David Goldwasser, chief
restructuring officer, the Debtor disclosed $0 in assets and
$79,990,206 in liabilities.
Judge Robert D. Drain oversees the case.
BACKENROTH FRANKEL & KRINSKY, LLP, led by Mark Frankel, is the
Debtor's counsel.
ACADEMY DRIVE: Seeks to Hire Pepper & Associates as Legal Counsel
-----------------------------------------------------------------
Academy Drive Development LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to hire
Pepper & Associates, PC as its legal counsel.
The firm's services include:
a. assisting the Debtor in analyzing and prosecuting claims
against its estate by third parties;
b. preparing and filing pleadings to resolve the estate's
claims against third parties;
c. conducting examinations of witnesses, claimants and other
parties in interest;
d. representing the Debtor on any adversary proceedings and
other court proceedings;
e. other legal necessary to administer the Debtor's Chapter 11
case.
The firm will receive $275 per hour for its services.
Matthew Pepper, Esq., a partner at Pepper & Associates, disclosed
in a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Mathew Pepper, Esq.
Pepper & Associates, PC
10200 Grogans Mill Rd Ste 235
The Woodlands, TX 77380
Tel: (281) 367-2266
Email: pepperlaw@msn.com
About Academy Drive Development
Academy Drive Development is a Covington, La.-based company engaged
in renting and leasing real estate properties.
Academy Drive Development filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No.
21-10087) on Jan. 22, 2021. Adam Ackel, manager, signed the
petition. In the petition, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.
Judge Meredith S. Grabill oversees the case.
Pepper & Associates, PC serves as the Debtor's legal counsel.
ALAMO DRAFTHOUSE: March 11 Deadline for Panel Questionnaires Set
----------------------------------------------------------------
The United States Trustee is soliciting members for an unsecured
creditors committee in the bankruptcy case of The Alamo Drafthouse
Cinema.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a Questionnaire
available at https://bit.ly/3qqB3hC and return it to
Timothy.Fox@usdoj.gov at the Office of the United States Trustee so
that it is received no later than 4:00 p.m., on March 11, 2021.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Alamo Drafthouse
The Alamo Drafthouse Cinema -- https://drafthouse.com -- is an
American cinema chain founded in 1997 in Austin, Texas that is
famous for its strict policy of requiring its audiences to maintain
proper cinemagoing etiquette. Known for offering full meal and
alcohol service at its theaters, the company also operates a movie
merchandise store and an annual genre film festival, Fantastic
Fest. Alamo Drafthouse had 41 locations as of March 31, 2021, with
23 of those locations ran by franchisees.
On March 3, 2021, Alamo Drafthouse Cinemas Holdings, LLC and 33
affiliated companies filed Chapter 11 petitions (Bankr. D. Del.
Lead Case No. 21-10474).
Alamo Drafthouse was estimated to have $100 million to $500 million
in assets and liabilities as of the bankruptcy filing.
The Hon. Mary F. Walrath is the case judge.
The Company tapped Young Conaway Stargatt & Taylor LLP as
bankruptcy counsel, Portage Point Partners as its financial
adviser, and Houlihan Lokey Capital as its investment banker. Epiq
Corporate Restructuring, LLC, is the claims agent.
ALEXANDER D. LEE: Selling Household & Art Assets to Lamb for $80K
-----------------------------------------------------------------
Alexander Dong Lee asks the U.S. Bankruptcy Court for the Southern
District of Florida to authorize the sale of his household goods
and furnishings and selected art located at 2420 NE 33rd Street, in
Lighthouse Point, Florida, to John Graham Lamb for the aggregate
sum of $80,000, subject to higher and better offers.
A hearing on the Motion is set for March 10, 2021, at 2:00 p.m.
On January 7, 2021, the Debtor entered into an "AS IS" Residential
Contract for Sale and Purchase for the sale of the Property to the
Buyer, which did not include the household goods and furnishings
and selected art. The Debtor and his wife own the furnishings and
art which he has scheduled as having a value of $5,000 and the art
which he scheduled at $100,000.
The Debtor asks approval and authorization from the Court to sell
the furnishings to the Buyer for $45,000 and the Wyland Dolphin
Coffee Table and Wyland Dolphin Side Table for $35,000. These are
only two pieces of the scheduled art. The contract is scheduled to
close on March 23, 2021.
The Debtor asks approval to pay any necessary and customary closing
costs in connection with the sale. The proceeds from the sale of
the furnishings an art will be split with wife Deanne Lee.
The proposed sale prices remain subject to better and higher offers
and Court approval.
Lamb is a third party, unrelated party and is also the purchaser
for the real property mentioned above. All negotiations were at
arms'-length.
Subject to the terms and conditions of the set forth in the Motion,
the Debtor in the sound exercise of his business judgment has
concluded that consummation of the sale of the furnishings and art
to Lamb will best maximize the value of the estate for the benefit
of creditors.
Alexander Dong Lee sought Chapter 11 protection (Bankr. S.D. Fla.
Case No. 20-21594) on Oct. 23, 2020. The Debtor tapped Robert
Furr, Esq., as counsel.
ALPHA MEDIA: Committee Taps Miller Buckfire as Investment Banker
----------------------------------------------------------------
The official committee of unsecured creditors of Alpha Media
Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Virginia, to retain Miller Buckfire & Co., LLC
and its affiliate, Stifel, Nicolaus & Co., Inc., as investment
banker.
The firms will render these services:
(a) assist the committee in structuring and effecting the
financial aspects of the transactions proposed in the Chapter 11
cases of Alpha Media and its affiliates;
(b) review and perform diligence on information provided on a
confidential basis by the Debtors or the committee;
(c) assist the committee in negotiations regarding any plan of
reorganization or liquidation or other transactions proposed in the
Debtors' cases;
(d) represent and negotiate on behalf of the committee in
connection with any restructuring proposals advanced by the
committee, the Debtors or any other parties or stakeholders; and
(e) participate in hearings before the court.
The firms will receive a $325,000 fee due upon a transaction and a
monthly fee of $100,000. It will also receive reimbursement for
out-of-pocket expenses.
MillerBuckfire is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
John D' Amico
Miller Buckfire & Co., LLC
787 Seventh Avenue
New York, NY 10019
Phone: 1-212-895-1800
About Alpha Media Holdings
Alpha Media is a privately held radio broadcast and multimedia
company. Formed in 2009 by a veteran radio executive, Alpha Media
grew through acquisitions and now owns or operates more than 200
radio stations that provide local news, sports, music, and
entertainment to a weekly audience of more than 11 million
listeners in 44 communities across the United States. In addition
to its radio stations, Alpha Media provides digital content through
more than 200 websites and countless mobile applications and
digital streaming services.
Alpha Media and its affiliates sought Chapter 11 protection (Bankr.
E.D. Va. Lead Case No. 21-30209) on Jan. 25, 2021. John Grossi,
chief financial officer, signed the petitions. At the time of the
filing, Alpha Media disclosed estimated assets of $10 million to
$50 million and estimated liabilities of $50 million to $100
million.
Judge Kevin R. Huennekens oversees the cases.
The Debtors tapped Sheppard, Mullin, Richter & Hampton LLP as legal
counsel, Kutak Rock LLP as local counsel, Moelis & Company as
financial advisor, and Ernst & Young LLP as restructuring advisor.
Stretto is the claims and noticing agent.
Wilmington Savings Fund Society, the administrative agent to the
first lien lenders, is represented by Debevoise & Plimpton, LLP and
Hunton Andrews Kurth, LLP.
The U.S. Trustee for Region 4 appointed an official committee of
unsecured creditors on Feb. 3, 2021.
The committee tapped Hahn Loeser & Parks, LLP as its bankruptcy
counsel, Hirschler Fleischer, P.C. as local counsel, Dundon
Advisers LLC as financial advisor, and Miller Buckfire & Co., LLC
as investment banker.
AMERICAN PURCHASING: Given Cash Collateral Access on Interim Basis
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, has entered an amended order authorizing
American Purchasing Services, LLC d/b/a/ American Medical Depot and
affiliates to, among other things, use cash collateral, grant
adequate protection and provide relief to:
-- Wells Fargo Bank and National Association, as First Lien
Agent, and the First Lien Lenders on a final basis; and
-- WC AMD, LLC, as Second Lien Agent, and the Second Lien
Lenders on an interim basis.
The Amended Order on the Motion entered by the Court on February 5,
2021 will remain in full force and effect, except:
(a) In Exhibit A to the Amended Order, paragraph 21
("Investigation Period") will be amended to state: "As to the First
Lien Agent and First Lien Lenders, the period from the Filing Date
until the date that is 60 days after the date that a Committee is
formed, and as to the Second Lien Agent and Second Lien Lenders,
April 6, 2021."
(b) In Exhibit A to the Amended Order, paragraph 43(c)
("Termination Date") will be amended to state: "(c) April 6, 2021,
or such later date as First Lien Agent may agree in writing."
(c) The Budget attached to the Amended Order has been
revised.
(d) Paragraph 7(a)(2) ("Carveout Terms") of the Amended Order
will be amended to state: "(2) upon the Termination Date, shall
equal an aggregate amount not to exceed $175,000 in respect of
allowed fees and expenses, accrued and incurred by the Debtors'
Carveout Professionals after the Termination Date and $25,000 in
respect of allowed fees and expenses, accrued and incurred by the
Committee's Carveout Professionals after the
Termination Date, which amounts shall be deposited into, and held
in escrow, in either a new segregated account opened by the Debtors
or in Berger Singerman LLP's trust account for the benefit of said
professionals to the exclusion of any other administrative expenses
of the Debtors' estates."
(e) Paragraph 7(a) ("Carveout Terms") of the Amended Order
will be amended to include the following last sentence: "The
Debtors shall deposit into Berger Singerman LLP's trust account or
shall open a new segregated account and cause to be deposited into
that new segregated account, the aggregate amount of unpaid
holdbacks that have accrued beginning as of the Filing Date and
have been otherwise allowed for all Carveout
Professionals in accordance with the Budget and the Amended Order,
until orders are entered by the Court allowing and awarding their
fee applications after notice and a hearing, subject to the rights
of parties in interest to oppose any final payments to Carveout
Professionals as provided by the Court's orders, the Code,
Bankruptcy Rules or Local Rules."
A zoom video hearing on the relief sought with respect to the
Second Lien Agent and the Second Lien Lenders in the Motion is
scheduled for April 6, 2021 at 3:00 pm.
About American Purchasing Services
American Purchasing Services, LLC, which conducts business under
the name American Medical Depot, is a distributor of medical,
surgical, dental and laboratory supplies and equipment. It is
owned 100% by American Medical Depot Holdings, LLC.
American Purchasing Services and its affiliates, including DVSS
Acquisition Company, LLC, AMD Pennsylvania, LLC and American
Medical Depot Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 20-23495) on Dec.
11, 2020.
At the time of filing, the Debtors disclosed up to $50 million in
assets and up to $100 million in liabilities.
Judge Scott M. Grossman oversees the cases.
The Debtors tapped Berger Singerman LLP as their legal counsel, CR3
Partners LLC as restructuring advisor, and Prime Clerk LLC as
notice and claims agent.
APPLIED DNA: Board OKs Compensatory Arrangements for Execs
----------------------------------------------------------
The Board of Directors of Applied DNA Sciences, Inc., acting
pursuant to a recommendation by its Compensation Committee,
approved certain compensatory arrangements for Dr. James Hayward,
the Company's president, chief executive officer, and chairman of
the Board of Directors, and Ms. Beth Jantzen, the Company's chief
financial officer.
James Hayward Bonus Agreement:
On March 2, 2021, the Company entered into a letter agreement with
Dr. Hayward, pursuant to which the Company agreed to accelerate the
payment of $556,840 of the Revenue Bonus to Dr. Hayward in
recognition of his contributions to the Company.
As previously disclosed by the Company, in 2018 and 2019, the
Compensation Committee approved certain performance bonus
opportunities for Dr. Hayward, payable to Dr. Hayward if the
Company reaches certain revenue targets during his continued
employment with the Company. The current aggregate amount of such
bonuses is $816,840. The revenue targets underlying the Revenue
Bonus have not yet been achieved.
Under the Hayward Bonus Agreement, in exchange for the Awarded
Bonus, Dr. Hayward agreed to waive his right to earn any remaining
portions of the Revenue Bonus. The Awarded Bonus shall be paid to
Dr. Hayward within 45 days of executing the Hayward Bonus
Agreement.
Beth Jantzen Salary Increase:
The Company increased the salary of Ms. Jantzen to an annual rate
of $300,000, effective March 5, 2021, from $250,000 per annum. Ms.
Jantzen is not party to an employment agreement with the Company.
About Applied DNA
Applied DNA -- http//www.adnas.com -- is a provider of molecular
technologies that enable supply chain security, anti-counterfeiting
and anti-theft technology, product genotyping, and pre-clinical
nucleic acid-based therapeutic drug candidates. Applied DNA makes
life real and safe by providing innovative, molecular-based
technology solutions and services that can help protect products,
brands, entire supply chains, and intellectual property of
companies, governments and consumers from theft, counterfeiting,
fraud and diversion.
Applied DNA reported a net loss of $13.03 million for the year
ended Sept. 30, 2020, compared to a net loss of $8.63 million for
the year ended Sept. 30, 2019. As of Dec. 31, 2020, the Company
had $9.68 million in total assets, $3.95 million in total
liabilities, and $5.72 million in total equity.
Melville, NY-based Marcum LLP, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated Dec. 17,
2020, citing that the Company incurred a net loss of $13,028,904
and generated negative operating cash flow of $11,143,059 for the
fiscal year ended Sept. 30, 2020 and has a working capital
deficiency of $4,811,847. These conditions along with the COVID-19
risks and uncertainties raise substantial doubt about the Company's
ability to continue as a going concern.
AZZIL GRANITE: Unsecureds to Recover 8% to 10% in Liquidating Plan
------------------------------------------------------------------
Azzil Granite Materials, LLC and Magnolia Associates, LLC, filed
with the U.S. Bankruptcy Court for the District of New Jersey a
Joint Disclosure Statement in support of the Plan of Orderly
Liquidation on March 2, 2021.
The Plan provides a means by which the proceeds of the liquidation
of the Debtors' assets will be distributed under Chapter 11 of the
Bankruptcy Code and sets forth the treatment of all Claims against
the Debtors. The Debtors has consummated the liquidation of
substantially all of its assets, pursuant to applicable Orders of
the Bankruptcy Court. The Plan implements the distribution of the
Debtors' Assets to Holders of Allowed Claims against the Debtors'
Estate and provides for liquidation of any remaining Assets.
The Debtors are Limited Liability Companies, owned equally by John
F. Lizza and Carl J. Lizza III. Carl and John Lizza were also
owners of a number of other entities associated with Intercounty
Paving, a non-debtor entity, which had engaged in a substantial
volume of paving and construction activities. Intercounty is no
longer operating and is in the process of liquidating its assets
for the benefit of its secured creditor, Zurich Insurance Company.
During the course of these Chapter 11 cases, the Debtors have
collected $849,682 and have disbursed $739,037. The Debtors have
recently focused on collecting outstanding accounts receivable.
Pending before the Court is a proposed settlement with Jocar
Asphalt LLC, Scatt Materials Corp. and Kings Park Materials LLC,
which should yield proceeds of approximately $400,000. The most
recent appraisal obtained by the former mortgagee on the Quarry
property valued the property and its mineral reserves at a fair
market value of approximately $17 million. The Debtors believe
that they hold strong claims against Canadian Pacific and NY &
Atlantic. Counsel is pursuing those claims on a contingent fee
basis.
The Debtor's plan of orderly liquidation is the mechanism by which
the Quarry will be sold and the proceeds distributed to creditors,
pursuant to the priorities set forth in the Bankruptcy Code.
Class 2 consists of the Claims of Holders of General Unsecured
Claims. Each Holder of an Allowed General Unsecured Claim shall
receive a pro-rata share of the Net Estate Assets, which include
net proceeds from Causes of Action, following the payment in full
of all Allowed Administrative Claims, Allowed Claims in Class 1, if
any, and PostConfirmation Expenses. Class 2 is impaired and
Holders of Class 2 Claims are entitled to vote to accept or reject
the Plan.
The Proponents believe that the Holders of Class 3 Equity Interests
will not receive or retain any property under the Plan on account
of such Equity Interests. Upon the Effective Date, the Equity
Interests will be deemed canceled and will cease to exist.
As of July 1, 2020, the Debtor had in its possession cash totaling
$5,534,553, representing the proceeds from the liquidation of the
Debtor's Assets. Based upon the Debtor's current estimates, it is
estimated that unsecured creditors will receive between 8% and 10%
of the amount of their claims.
A full-text copy of the Joint Disclosure Statement dated March 2,
2021, is available at https://bit.ly/30krUMP from PacerMonitor.com
at no charge.
Counsel to the Debtors:
DANIEL M. STOLZ, ESQ.
GENOVA BURNS LLC
110 Allen Road, Suite 304
Basking Ridge, NJ 07920
Tel: (973) 467-2700
Fax: (973) 467-8126
About the Debtors
Azzil Granite Materials is a supplier of high friction granite
aggregates for the New York City and Long Island market. Magnolia
Associates owns a 134-acre property with quarry located in White
Hall, N.Y., which is valued by the company at $15 million.
Based in Hackettstown, N.J., Lizza Equipment Leasing, LLC and its
affiliates, Azzil Granite Materials LLC and Magnolia Associates
LLC, sought Chapter 11 protection (Bankr. D.N.J. Lead Case No.
19-21763) on June 12, 2019. In the petitions signed by Carl J.
Lizza, co-managing member, Lizza Equipment Leasing disclosed $90 in
assets and liabilities of $987,830; Azzil Granite Materials
disclosed total assets of $813,825 and total liabilities of
$23,859,263; and Magnolia Associates disclosed total assets of
$15,317,480, and total liabilities of $13,137,533.
Judge Michael B. Kaplan oversees the cases.
Daniel M. Stolz, Esq., at Wasserman Jurista & Stolz, P.C., is the
Debtors' bankruptcy counsel.
Lizza Equipment won confirmation of its Liquidating Plan on Nov. 6,
2020.
BLANKENSHIP FARMS: April 8 Hearing on Trustee's Plan
----------------------------------------------------
On Jan. 21, 2021, Trustee Marianna Williams filed with the U.S.
Bankruptcy Court for the Western District of Tennessee a disclosure
statement and plan for Debtor Blankenship Farms, LP.
On Feb. 28, 2021, Judge Jimmy L. Croom approved the Disclosure
Statement and ordered that:
* March 30, 2021, is fixed as the last day for filing written
objections to the plan, and for filing written acceptances or
rejections of the plan; for filing applications seeking interim or
final compensation for services rendered and reimbursement of
expenses; and for filing motions or requests.
* April 8, 2021 at 9:30 a.m. by Telephone is the Pretrial
Conference on confirmation of the plan.
* Not less than 7 days prior to the scheduled confirmation
hearing, the proponent of the plan shall file with the Bankruptcy
Court Clerk a summary tabulation of ballots stating for each class
of claims and interests.
A full-text copy of the order dated Feb. 28, 2021, is available at
https://bit.ly/30mPVmg from PacerMonitor.com at no charge.
Attorneys for Marianna Williams:
BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC
E. Franklin Childress, Jr.
M. Ruthie Hagan
165 Madison Avenue, Suite 2000
Memphis, Tennessee 38103
Direct: 901.577.5147
Fax: 901.577.0845
E-mail: fchildress@bakerdonelson.com
About Blankenship Farms
Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an
active Tennessee limited partnership whose primary business is
farming operations for row crops and cattle. It filed for Chapter
11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on
April 27, 2016, estimating assets and liabilities between $1
million and $10 million. The petition was signed by James Trent
Blankenship, president of TWB Management Inc., general partner of
the Debtor.
The case is assigned to Judge Jimmy L. Croom.
Robert Campbell Hillyer, Esq., at Butler Snow LLP, served as
counsel to the Debtor. Adam Vandiver of Vandiver Enterprises, LLC,
served as farm equipment appraiser, and Brasher Accounting was the
accountant.
Marianna Williams was appointed as Chapter 11 trustee on March 9,
2017. The trustee retained Baker Donelson Bearman Caldwell &
Berkowitz, PC, as legal counsel. The trustee also tapped Evans
Real Estate as real estate agent; Marvin E. Alexander and Alexander
Auction & Real Estate Sales as auctioneer; and Phillip Hollis,
Esq., to provide real property title search services.
BLOX INC: Delays Filing of Form 10-Q for Period Ended Dec. 31
-------------------------------------------------------------
Blox, Inc. filed a Form 12b-25 with the Securities and Exchange
Commission notifying the delay in the filing of its Quarterly
Report on Form 10-Q for the period ended Dec. 31, 2020. The
Company said the compilation, dissemination and review of the
information required to be presented in the Form 10-Q has imposed
time constraints that have rendered timely filing of the Form 10-Q
impracticable without undue hardship and expense to it. The
Company undertakes the responsibility to file such quarterly report
no later than five days after its original due date.
About Blox
Headquartered in New York, Blox, Inc. is primarily engaged in
acquiring and exploring mineral properties plus the development of
mineral resources for mining with the intent of applying green
innovation plus renewable energy and technology to traditional
mining methods.
Blox reported a net loss of $12.85 million for the year ended March
31, 2020, a net loss of $11.61 million for the year ended March 31,
2019, and a net loss of $1.49 million for the year ended March 31,
2018.
Morgan & Company LLP, in Vancouver, Canada, the Company's auditor
since 2013, issued a "going concern" qualification in its report
dated July 10, 2020, citing that the Company incurred losses from
operations since inception, has not attained profitable operations
and is dependent upon obtaining adequate financing to fulfill its
operating activities. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
BOUCHARD TRANSPORTATION: Gets Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, has authorized Bouchard Transportation Co., Inc.
and affiliates to, among other things, use cash collateral on an
interim basis and obtain postpetition financing.
The Debtors have a critical need to obtain the Incremental DIP
Loan. The Debtors' access to immediate and sufficient liquidity
through the incurrence of new indebtedness under the Incremental
DIP Loan is necessary and vital to the preservation and maintenance
of the going concern values of the Debtors and to a successful
reorganization of the Debtors. The Debtors are also unable to
obtain unsecured and/or secured credit allowable under sections
364(c)(1), 364(c)(2) and 364(c)(3) of the Bankruptcy Code without
the Debtors granting to the Incremental DIP Secured Parties the
Incremental DIP Lien, in each case, under the terms and conditions
set forth in this Order and the Incremental DIP Note.
The Debtors and Fortress Credit Co LLC stipulate that the allowed
amount of the Aircraft Secured Claim will be (i) $27,375,000 plus
(ii) interest at the rate of 17% per annum on the unpaid portion of
such amount, commencing after March 15, 2021, and compounding on
each "Interest Payment Date" as defined in the Loan and Aircraft
Security Agreement, plus (iii) the reasonable and documented fees
and expenses of Fortress's professional advisors, plus (iv) any
contingent indemnification rights arising under the Loan and
Aircraft Security Agreement. The Aircraft Secured Claim is allowed
as a fully secured claim.
The aggregate value of the Aircraft Collateral exceeds the
aggregate amount of the Aircraft Secured Claims, has exceeded the
aggregate amount of the Aircraft Secured Claims continually since
the Petition Date, and will continue to exceed the aggregate amount
of the Aircraft Secured Claims immediately after funding of the
Incremental DIP Loan. The Debtors expressly disclaim the right to
seek any appropriate relief from the Court for entry of an order
(a) determining the secured, and, if any, unsecured portion of a
Prepetition Secured Party’s claim pursuant to section 506(b) of
the Bankruptcy Code and (b) if there is an unsecured portion,
ordering that any payment made to an Aircraft Secured Party under
the Interim DIP Order or the First Final DIP Order.
Notwithstanding anything in the Interim DIP Order or the First
Final DIP Order, no payments to or for the benefit of the Aircraft
Secured Parties under the orders will be subject to
recharacterization, disgorgement, avoidance or similar claims.
The Debtor is authorized to obtain a senior secured superpriority
debtor-in-possession term loan in the principal amount of $5
million to be drawn and funded immediately following entry of the
order amending the Final DIP Order and satisfaction of the terms
and conditions set forth in the promissory note attached to the
First Amendment Order by and among BTC, as borrower, Fortress, as
administrative agent and collateral agent and the lenders party
thereto from time to time.
The Incremental DIP Loan will be secured by a senior priming lien
on (i) the Aircraft Collateral, (ii) the proceeds of the
Incremental DIP Loan, and (iii) all proceeds and products of each
of the foregoing and all accessions to, substitutions and
replacements for, and rents, profits and products of each of the
foregoing, including any and all proceeds of any insurance,
indemnity, warrant or guaranty payable to any Debtor from time to
time with respect to any of the foregoing.
For the avoidance of doubt, the Incremental DIP Secured Parties'
claims against BTC will be pari passu with the BTC Loan
Superpriority Claim.
A copy of the Order is available at https://bit.ly/30piY8N from
Stretto, the claims agent.
About Bouchard Transportation Co., Inc.
Founded in 1918, Bouchard Transportation Co., Inc's first cargo was
a shipment of coal. By 1931, Bouchard acquired its first oil barge.
Over the past 100 years and five generations later, Bouchard has
expanded its fleet, which now consists of 25 barges and 26 tugs of
various sizes, capacities and capabilities, with services operating
in the United States, Canada and the Caribbean.
Bouchard and certain of its affiliates sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 20-34682) on Sept. 28, 2020. At
the time of filing, the Debtors had estimated assets of between
$500 million and $1 billion and liabilities of between $100 million
and $500 million.
Judge David R. Jones oversees the case.
The Debtors tapped Kirkland & Ellis LLP, Kirkland & Ellis
International LLP and Jackson Walker LLP as their legal counsel;
Portage Point Partners, LLC as restructuring advisor; and Jefferies
LLC as investment banker. Stretto is the claims agent.
BOY SCOUTS OF AMERICA: Unsecureds to Recover 75 to 95% in Plan
--------------------------------------------------------------
Boy Scouts of America and Delaware BSA, LLC, filed an Amended
Chapter 11 Plan of Reorganization and a Disclosure Statement on
March 1, 2021.
The Debtors commenced Chapter 11 Cases in order to address the
significant potential liabilities arising from Claims related to
historical acts of Abuse in the BSA's programs. The stated purpose
of the Chapter 11 Cases is to confirm a plan of reorganization that
(a) timely and equitably compensates survivors of Abuse in Scouting
and (b) ensures that the BSA emerges from bankruptcy with the
ability to continue its vital charitable mission. The Debtors
believe that the Plan accomplishes these goals.
Importantly, the Plan provides a mechanism to channel the Abuse
Claims asserted against the Debtors and the other Protected
Parties, including the Local Councils and Contributing Chartered
Organizations, to the Settlement Trust established under section
105(a) of the Bankruptcy Code in accordance with Article X.F of the
Plan. In exchange for the Channeling Injunction, the Settlement
Trust Assets will be contributed to the Settlement Trust. The
Settlement Trust Assets will be administered by the Settlement
Trustee and used to resolve Abuse Claims in accordance with the
Settlement Trust Documents, including the Trust Agreement and the
Trust Distribution Procedures. The Trust Distribution Procedures
will specify the methodology for processing, liquidating, and
paying Abuse Claims.
As further discussed in this Disclosure Statement, the BSA has been
engaged in good-faith, arm's-length negotiations with its key
stakeholders to submit the global settlement proposal embodied in
the Plan. These negotiations were conducted in the context of a
formal mediation with the assistance of three highly qualified
mediators appointed by the Bankruptcy Court. Although the Debtors
have not reached agreements with the Mediation Parties (other than
JPM and the Creditors' Committee), the Debtors will continue to
work with the Mediation Parties and the mediators in an effort to
reach a resolution of these Chapter 11 Cases. Generally, the
features of settlements contemplated in the Plan are as follows:
* A proposed settlement by and among the BSA, JPM (the BSA's
senior Secured lender), and the Creditors' Committee, under which
JPM has agreed that, in full and final satisfaction of its Allowed
Claims and in exchange for the Creditors' Committee's agreement not
to pursue certain alleged estate causes of action, it shall enter
into the Restated Debt and Security Documents as of the Effective
Date. The Restated Debt and Security Documents will contain terms
that are substantially similar to the Prepetition Debt and Security
Documents except that, among certain other modifications, the
maturity dates under the Restated Debt and Security Documents shall
be the date that is 10 years after the Effective Date and principal
under the Restated Debt and Security Documents shall be payable in
installments beginning on the date that is two years after the
Effective Date;
* The proposed settlement referenced above provides for the
BSA's assumption of its prepetition Pension Plan and satisfaction
of Allowed Convenience Claims, Allowed General Unsecured Claims and
Allowed Non-Abuse Litigation Claims, which are held by creditors
who are core to the Debtors' charitable mission or whose Allowed
Claims were incurred in furtherance of the Debtors' charitable
mission;
* The BSA will contribute to the Settlement Trust, among other
things, (a) Net Unrestricted Cash and Investments; (b) the BSA's
right, title and interest in and to (i) Scouting University, (ii)
the Artwork, (iii) the Oil and Gas Interests, (iv) the Warehouse
and Distribution Center (subject to the Leaseback Requirement); (c)
certain of the Debtors' rights under applicable insurance; (d) the
Settlement Trust Causes of Action; and (e) the assignment of any
and all Perpetrator Indemnification Claims held by the BSA;
* Local Councils will make a substantial contribution, which the
Debtors are committed to ensuring is not less than $300,000,000,
exclusive of insurance rights, to the Settlement Trust to resolve
the Abuse Claims that may be asserted against them in exchange for
being included as a Protected Party under the Plan and receiving
the benefits of the Channeling Injunction;
* The assignment and transfer to the Settlement Trust of certain
insurance rights of the BSA, Local Councils and Contributing
Chartered Organizations under insurance policies of the Debtors,
Local Councils and Contributing Chartered Organizations;
* A mechanism by which Chartered Organizations can make
substantial contributions to the Settlement Trust to resolve Abuse
Claims that may be asserted against them in connection with Abuse
that arose in connection with their sponsorship of one or more
Scouting units in exchange for being included as a Protected Party
under the Plan and receiving the benefits of the Channeling
Injunction;
* A mechanism by which Insurance Companies may enter into
Insurance Settlement Agreements and provide sum-certain
contributions to the Settlement Trust in exchange for being
included as a Protected Party under the Plan and receiving the
benefits of the Channeling Injunction; and
* A term loan from the National Boy Scouts of America Foundation
(as defined in the Plan, the "Foundation"), in the principal amount
of $42.8 million, which will be used by Reorganized BSA for working
capital and general corporate purposes. This Foundation Loan will
permit the Debtors to contribute to the Settlement Trust a
substantial amount of consideration in Cash on the Effective Date.
Moreover, the Debtors are affirmatively seeking to reach further
mediated settlements of disputed issues related to the structure of
the Plan, the nature, timing and amount of contributions from the
Debtors, Local Councils, Contributing Chartered Organizations and
Settling Insurance Companies, and other matters, which may result
in the amendment or modification of the Plan to propose additional
settlements pursuant to section 1123(b)(3)(A) of the Bankruptcy
Code and Bankruptcy Rule 9019. The Debtors believe that resolution
of these controversies in advance of the Confirmation Hearing will
facilitate the favorable resolution of these Chapter 11 Cases and
maximize distributions to holders of Allowed Claims and Abuse
Claims that will be satisfied by the Settlement Trust in accordance
with the Trust Distribution Procedures.
On the Effective Date of the Plan, a Settlement Trust will be
established by the Debtors for the benefit of holders of Abuse
Claims. From and after the Effective Date, all Abuse Claims shall
be channeled to the Settlement Trust, which will be funded by the
Settlement Trust Assets. As further described in this Disclosure
Statement, the Settlement Trust will administer the Settlement
Trust Assets and, process, liquidate and pay Abuse Claims in
accordance with the Trust Distribution Procedures.
Class 6 General Unsecured Claims totaling $26.5 million to $33.5
million will recover 75% to 95% of their claims. The holders of
Allowed General Unsecured Claims (to the extent such Claims are not
Insured Non-Abuse Claims) shall receive, subject to the holder's
ability to elect Convenience Class treatment on account of the
Allowed General Unsecured Claim, its Pro Rata Share of the Core
Value Cash Pool up to the full amount of such Allowed General
Unsecured Claim. If a holder of a General Unsecured Claim makes the
Convenience Class election, such holder shall receive, as provided
in the Plan, Cash in an amount equal to 100% of such holder's
Allowed Convenience Class Claim. The treatment of Allowed General
Unsecured Claims under the Plan recognizes that the Holders of such
Claims delivered value that is core to the Debtors' charitable
mission or whose Allowed Claims were incurred in furtherance of the
Debtors' charitable mission and, accordingly, are entitled to a
recovery from the value of the Debtors' core assets. Holders of
Non-Abuse Litigation Claims shall retain the right to recover from
available Insurance Coverage, available proceeds of any Insurance
Settlement Agreements, and co-liable non-Debtors (if any) or their
insurance coverage on account of such Claims. To the extent that
the holder of an Allowed Non-Abuse Litigation Claim fails to
recover in full from the foregoing sources on account of such
Allowed Claim after exhausting its remedies in respect thereof,
such holder may elect to have its Allowed Claim treated as an
Allowed Convenience Claim subject to and in accordance with the
Plan.
Distributions under the Plan shall be funded from the following
sources:
1. The Debtors shall fund Distributions on account of and
satisfy Allowed General Unsecured Claims exclusively from the Core
Value Cash Pool;
2. The Settlement Trust shall fund distributions on account of
and satisfy compensable Abuse Claims in accordance with the Trust
Distribution Procedures from (a) the BSA Settlement Trust
Contribution, (b) the Local Council Settlement Contribution, (c)
the Contributing Chartered Organization Settlement Contribution,
and (d) any and all other funds, proceeds or other consideration
otherwise contributed to the Settlement Trust pursuant to the Plan
or the Confirmation Order or other Final Order of the Bankruptcy
Court;
3. The Debtors shall satisfy 2010 Credit Facility Claims, 2019
RCF Claims, 2010 Bond Claims, and 2012 Bond Claims in accordance
with the terms of the Restated 2010 Bond Documents, the Restated
2012 Bond Documents and the Restated Credit Facility Documents, as
applicable; and
4. The Debtors shall fund Distributions on account of and
satisfy all other Allowed Claims with Unrestricted Cash and
Investments on hand on or after the Effective Date in accordance
with the terms of the Plan and the Confirmation Order.
Attorneys for the Debtors:
Jessica C. Lauria
WHITE & CASE LLP
1221 Avenue of the Americas
New York, New York 10020
Telephone: (212) 819-8200
E-mail: jessica.lauria@whitecase.com
– and –
Michael C. Andolina
Matthew E. Linder
Laura E. Baccash
Blair M. Warner
WHITE & CASE LLP
111 South Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 881-5400
E-mail: mandolina@whitecase.com
mlinder@whitecase.com
laura.baccash@whitecase.com
blair.warner@whitecase.com
Derek C. Abbott
Andrew R. Remming
Eric Moats
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
Paige N. Topper
1201 North Market Street, 16th Floor
P.O. Box 1347
Wilmington, Delaware 19899-1347
Telephone: (302) 658-9200
E-mail: dabbott@morrisnichols.com
aremming@morrisnichols.com
emoats@morrisnichols.com
ptopper@morrisnichols.com
A copy of the Plan of Reorganization is available at
https://bit.ly/3bhgHmp from Omniagentsolutions, the claims agent.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BREWSA BREWING: Court Approves Disclosure Statement
---------------------------------------------------
Judge Louis A. Scarcella has entered an order approving the
Disclosure Statement of BrewSA Brewing Company LLC and setting a
hearing to consider confirmation of the Plan, and any objections
thereto, on May 20, 2021, at 11:15 a.m.
All ballots voting in favor of or against the Plan will be
submitted so as to be actually received by counsel for the Debtor
on or before May 6, 2021, at 4:00 p.m. Objections to the Plan must
be filed and served by May 6, 2021.
The Debtor is required to submit a reply to objections to
confirmation of the Plan must be filed and served for receipt by no
later than May 13, 2021.
The counsel for the Debtor will file a ballot tally and an
affidavit and/or brief in support of confirmation by May 13, 2021,
at 4:00 p.m.
About BrewSA Brewing Company
BrewSA Brewing Company LLC was formed in 2015 for the purpose of
manufacturing and distributing beer to retail customers and to sell
directly to the general public. BrewSA filed a Chapter 11
bankruptcy petition (Bankr. E.D.N.Y. Case No. 19-77972) on Nov. 22,
2019, estimating under $1 million in both assets and liabilities.
The Debtor is represented by Marc A. Pergament, Esq., at Weinberg
Gross & Pergament LLP.
BRICK HOUSE: Gets Cash Collateral Access Thru April 30
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah, Central
Division, has authorized Brick House Properties, LLC to use cash
collateral on a final basis, to pay expenses in accordance with the
approved budget, through April 30, 2021.
The Debtor requires funds to continue to manage and preserve the
Property for the benefit of Zions Bank and other creditors and in
order to continue to operate as a going concern.
The Debtor’s business consists primarily of holding and managing
two separate parcels of real property, located at 1624 and 1646
West 13200 South, Riverton, Utah 84065. The Property is encumbered
by a lien held by Zions Bank.
Zions Bank also claims priority secured liens on all rents, income,
and profits generated by the Property.
As adequate protection, Zions Bank will receive a replacement lien
pursuant to Bankruptcy Code section 552 in post-petition rents and
income generated by the Property.
A copy of the Order and the Debtor's proposed spending from
February to April 2021 is available at https://bit.ly/3bnF5CS from
PacerMonitor.com.
About Brick House Properties, LLC
Brick House Properties, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Utah Case No. 20-26250) on Oct. 21, 2020, estimating
under $1 million in both assets and liabilities.
Brick House Properties owns two parcels of real property in
Riverton, Utah. It leases portions of the property to four related
persons and entities: (i) Our Journey School LLC (the
"Pre-Elementary School"); (ii) Our Journey, Inc. (the "Elementary
School"); (iii) Hidden Valais Ranch LLC (the "Farm"); and (iv)
Emily and Josh Aune.
Emily Aune is the sole member of the Debtor, and is also the sole
member and owner of the Farm. She is a 90% owner in the
Pre-Elementary School. The Elementary School is a 501(3)(c)
non-profit and is managed by a board which Emily and Josh are
members of.
Judge Kevin Anderson oversees the case.
The Debtor is represented by Cohne Kinghorn, P.C. as counsel.
CAR STEREO: Seeks Approval to Hire Bankruptcy Counsel
-----------------------------------------------------
Car Stereo Trading, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire the Law Offices
of the General Counsel, P.A. as its bankruptcy counsel.
The firm will render these services:
a. advise the Debtor with respect to its powers and duties
and the continued management of its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. trustee's operating guidelines and
reporting requirements and with the rules of the court;
c. prepare legal documents;
d. protect the interest of the Debtor in all matters pending
before the court;
e. represent the Debtor in negotiations with creditors in the
preparation of a Chapter 11 plan.
General Counsel will be paid at these rates:
Andres Montejo $350 per hour
Sherri B. Simpson $350 per hour
Paralegal $200 per hour
Legal Assistants $125 per hour
The firm received an initial retainer in the amount of $15,000.
Andres Montejo, Esq., at General Counsel, disclosed in court
filings that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Andres Montejo, Esq.
Law Offices of the General Counsel, P.A.
6157 NW 167 Street, Unit F-21
Miami, FL 33015
Phone: 305-817-3677
Fax: 305-675-0666
Email: info@andresmontejolaw.com
About Car Stereo Trading
Car Stereo Trading, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-11393) on Feb. 12, 2021. Car Stereo Trading President Jose L.
Telle signed the petition. In the petition, the Debtor disclosed
$3,633,571 in assets and $512,847 in liabilities.
Judge Laurel M. Isicoff oversees the case.
The Law Offices of the General Counsel and Simpson Law Group, LLP
serve as the Debtor's bankruptcy counsel.
CAR STEREO: Seeks to Hire Simpson Law Group as Co-Counsel
---------------------------------------------------------
Car Stereo Trading, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Simpson Law
Group, LLP as co-counsel with The Law Offices of the General
Counsel, the other firm handling its Chapter 11 case.
Simpson Law Group will be paid as follows:
Andres Montejo $350 per hour
Sherri B. Simpson $350 per hour
Paralegal $200 per hour
Legal Assistants $125 per hour
The firm received an initial retainer in the amount of $15,000.
Sherri Simpson, Esq., at Simpson Law Group, disclosed in court
filings that her firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sherri B. Simpson, Esq.
Simpson Law Group, LLP
1126 S Federal Hwy
Fort Lauderdale, FL 33316
Phone: 954-524-4141
About Car Stereo Trading
Car Stereo Trading, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-11393) on Feb. 12, 2021. Car Stereo Trading President Jose L.
Telle signed the petition. In the petition, the Debtor disclosed
$3,633,571 in assets and $512,847 in liabilities.
Judge Laurel M. Isicoff oversees the case.
The Law Offices of the General Counsel and Simpson Law Group, LLP
serve as the Debtor's bankruptcy counsel.
CELLA III: Unsecured Creditors Will be Paid by 2023
---------------------------------------------------
Cella III, LLC, filed an Amended Plan of Reorganization on March 1,
2021.
Unsecured creditors holding Allowed Claims will receive pro-rata
distributions from future Net Revenues and proceeds of Causes of
Action, and shall be paid in full by no later than Dec. 31, 2023.
Secured creditor shall receive interest-only payments for one year,
with the balance of its secured claim amortized and paid over five
years thereafter. This Plan also provides for the payment of
Administrative and Priority Claims either in full on the Effective
Date of this Plan or in the manner permitted by the Bankruptcy
Code.
Counsel for Debtor:
Leo D. Congeni
The Congeni Law Firm, LLC
650 Poydras St., Suite 2750
New Orleans, LA 70130
Tel: (504) 522-4848
E-mail: leo@congenilawfirm.com
A copy of the Plan of Reorganization is available at
https://bit.ly/30fLZUD from PacerMonitor.com.
About Cella III LLC
Cella III, LLC, owns the building and real estate located at 4545,
4539, and 4531 Veteran's Memorial Highway, Metairie, LA. This
property is located at a prominent, heavily traveled commercial
intersection of Veterans Memorial Boulevard and Clearview Parkway.
Cella III filed a Chapter 11 petition (Bankr. E.D. La. Case No.
19-11528) on June 5, 2019. In the petition signed by George A.
Cella, III, member and manager, the Debtor was estimated to have
$10 million to $50 million in assets and $1 million to $10 million
in liabilities.
Judge Jerry A. Brown oversees the case.
The Debtor tapped Congeni Law Firm, LLC as bankruptcy counsel,
Sternberg, Naccari & White, LLC as special counsel, and Patrick J.
Gros, CPA, APAC, as accountant.
CHICK LUMBER: Seeks Continued Use of Cash Collateral
----------------------------------------------------
Chick Lumber, Inc. asks the U.S. Bankruptcy Court for the District
of Hampshire for authority to use cash collateral in accordance
with its proposed budget and grant adequate protection to Record
Lienholders.
The Debtor seeks to use up to $1,422,258.97 of Cash Collateral to
pay the post-petition costs and expenses incurred in the ordinary
course of business to the extent provided for in the budget from
April 1 to June 30, 2021.
Driven by the Debtor's historic business cycle, the Debtor's
current projections show that cash is expected to decrease to
$42,842.56 by the end of June 2021.
Based on the UCC Lien Report and the Debtor's books of account and
business records, the Debtor concluded preliminarily that only
Corporation and Amex Bank hold or may hold a lien on or interest in
the Debtor's cash collateral.
The Debtor filed an action against its landlord, Carroll County
Leasing Company in the Rockingham Superior Court before the
Petition Date based on the deliberate and willful failure or
refusal of CCLC to satisfy its obligations with respect to the
maintenance of the foundations, walls, roofs and other structural
parts of the buildings on the leased premises. It also holds
causes of action against Herget Building Supply arising out of the
parties' purchase and sale transaction. CCLC has asked the Court
to approve an administrative expense claim to which the Debtor has
objected.
The Debtor has filed a Complaint to avoid the security interests
claimed by RBS Citizens and recover damages resulting from
avoidable, fraudulent and preferential transfers. None of the
potential recoveries or the cost thereof are included in the
Budget. At this time, mediation before Judge Cary continues.
The Debtor has filed five adversary complaints to recover
preference payments from creditors. The Debtor expects to
compromise Chapter 5 claims against vendors who support the Debtor
going forward. In addition, the Debtor will more probably than not
assert Chapter 5 causes of action against CCLC, and Herget Building
Supply.
The Debtor's Proposed Order includes a "winding down" proviso under
which the Court reserves the right to enter such further orders as
may be necessary regarding the use of cash collateral to provide
for payment of any administrative claims for wage and trade
creditors who have supplied goods or services to the debtor during
the period of operation under the order (and any stipulation) which
remain unpaid at the time of termination of authorized cash
collateral usage, and which goods or services have created
additional collateral for the secured claimant.
Before the Petition Date, the Debtor paid RBS Citizens
approximately $35,000 per month in debt service on an allegedly
secured claim. The Debtor paid Amex Bank almost $80,000 per month.
Herget Building Supply, Inc. has conceded that its claim is
unsecured because its security interests lapsed when it failed to
file a continuation statement or statements as required by the New
Hampshire Uniform Commercial Code and any liens on the Debtor's
interest in any collateral have no value. Given the virtual
certainty that the liens claimed by RBS Citizens and Herget
Building Supply will be avoided and to the extension of the
maturity of the AMEX secured claim, the Debtor should be able to
reduce the debt service on those claims by $100,000 per month.
The avoidance of the RBS Citizens and Herget Building Supply
secured claims will eliminate slightly more than $3,500,000 in
secured debt from the post-petition balance sheet.
As a result, the Debtor expects to be able to reorganize itself for
the benefit of its creditors, equity holders and other parties in
interest within a reasonable period of time.
As adequate protection, the Debtor will grant all Record
Lienholders with valid, binding, enforceable and automatically
perfected liens on the Debtor's postpetition property of the same
kinds, types and description in, to and on which a Record
Lienholder held valid and enforceable, perfected liens on the
Petition Date, which will have and enjoy the same priority as such
liens had under applicable state law on the Petition Date, if any.
The Debtor will pay real and property insurance invoices on
insurance policies on property of the estate as and when shown on
the Budget and provide to all Record Lienholders certificates of
property and casualty insurance in amounts not less than the lesser
of: (a) the reasonable replacement value of each property and all
of them in aggregate; or (b) the current fair market value of each
property; such certificates of insurance will name the Record
Lienholders as loss payees and will provide that the insurance
company will use its best effort to give a loss payee at least 14
days notice of the cancellation or prospective cancellation of such
a policy to each loss payee.
A copy of the motion is available for free at
https://bit.ly/30m9RFX from PacerMonitor.com.
About Chick Lumber, Inc.
Chick Lumber, Inc. -- https://www.chicklumber.com/ -- is a dealer
of lumber, plywood, steel beams, engineered wood, trusses, steel
and asphalt roofing, windows, doors, siding, trim, stair parts, and
finish materials. It also offers drafting and design, installation,
delivery, outside sales, and plan reading and estimating services.
The Debtor sought Chapter 11 protection (Bankr. D.N.H. Case No.
19-11252) on Sept. 9, 2019, in Concord, N.H. In the petition
signed by Salvatore Massa, president, the Debtor disclosed between
$1 million and $10 million in both assets and liabilities.
Judge Bruce A. Harwood oversees the case.
William S. Gannon PLLC is the Debtor's legal counsel.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Oct. 3, 2019. The Committee is represented by
Goldstein & McClintock, LLLP as its legal counsel.
CIELO VISTA: To Seek Plan Confirmation on April 7
-------------------------------------------------
Judge Robert H. Jacobvitz has entered an order conditionally
approving the Disclosure Statement of Cielo Vista Hospitality, LLC.
The deadline for filing and serving written objections to the
Disclosure Statement and for filing and serving written objections
to confirmation of the Plan is shortened to a fixed date of March
26, 2021.
March 26, 2021, at 5:00 p.m. MDT, is fixed as the last day to
submit written acceptances or rejections of the Plan to the
debtor's attorney.
A hearing to consider final approval of the Disclosure Statement
and confirmation of the Plan will be held before the Honorable
Robert H. Jacobvitz on April 7, 2021, at 1:30 p.m., in the Gila
Courtroom, Fifth Floor, Pete V. Domenici Federal Building and
United States Courthouse, 333 Lomas Blvd. NW, Albuquerque, New
Mexico.
About Cielo Vista Hospitality
Cielo Vista Hospitality, LLC was incorporated in January of 2020
under the laws of the State of New Mexico. It is a single-member
limited liability company owned by Hitendra Bhakta. Cielo Vista is
a single-use entity created to purchase a motel property in El
Paso, Texas.
The Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.M. Case No. 20 10877) on April 29,
2020, listing under $1 million in both assets and liabilities.
Michael K. Daniels, Esq., represents the Debtor.
CLINIGENCE HOLDINGS: Hires Marcum LLP as Auditor
------------------------------------------------
The Audit Committee of the Board of Directors of Clinigence
Holdings, Inc. approved the engagement of Marcum LLP as the
Company's independent registered public accounting firm for the
Company's fiscal year ended Dec. 31, 2020, effective immediately,
and dismissed Prager-Metis CPAs LLP as the Company's independent
registered public accounting firm.
Prager's audit reports on the Company's consolidated financial
statements as of and for the fiscal years ended Dec. 31, 2018 and
2019 did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope
or accounting principles.
During the fiscal years ended Dec. 31, 2018, and 2019, and the
subsequent interim periods through Sept. 30, 2020, neither the
Company nor anyone acting on its behalf has consulted with Marcum
regarding (i) the application of accounting principles to a
specific transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Company's financial
statements or the effectiveness of internal control over financial
reporting, and neither a written report or oral advice was provided
to the Company that Marcum concluded was an important factor
considered by the Company in reaching a decision as to any
accounting, auditing, or financial reporting issue, (ii) any matter
that was the subject of a disagreement within the meaning of Item
304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event
within the meaning of Item 304(a)(1)(v) of Regulation S-K.
About Clinigence Holdings
Clinigence Holdings, a fully reporting, publicly-held company --
http://www.clinigencehealth.com-- is a healthcare information
technology company providing an advanced, cloud-based platform that
enables healthcare organizations to provide value-based care and
population health management. The Clinigence platform aggregates
clinical and claims data across multiple settings, information
systems and sources to create a holistic view of each patient and
provider and virtually unlimited insights into patient
populations.
Clinigence recorded a net loss of $7.12 million for the year ended
Dec. 31, 2019, compared to a net loss of $950,129 for the year
ended Dec. 31, 2018. As of June 30, 2020, the Company had $7.17
million in total assets, $1.41 million in total liabilities, and
$5.76 million in total stockholders' equity.
Prager Metis CPA's LLC, in Hackensack, New Jersey, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated May 14, 2020 citing that the Company has an
accumulated deficit of $12,568,795, and a working capital deficit
of $3,367,101 at Dec. 31, 2019. These factors, among others, raise
substantial doubt regarding the Company's ability to continue as a
going concern.
CLYDE J. SUTTON, JR: March 15 Hearing on Shelbyville Property Sale
------------------------------------------------------------------
Judge Nicholas W. Whittenburg of the U.S. Bankruptcy Court for the
Eastern District of Tennessee will convene a telephonic hearing on
March 15, 2021, at 9:30 a.m., Telephone Number (877) 810-9415,
Access Code 1138859, to consider the proposed sale by Clyde James
Sutton, Jr. and Alice Carolyn Sutton of the real property located
at O El Bethel Road, in Shelbyville, Tennessee, to Joseph and
Rebecca Townsend for $55,000, cash.
The matter is before the Court as provided in E. D. TENN.
9013(g)(1)(xii) upon the Debtors' Motion to Shorten the Applicable
Notice period established by E. D. TENN. LBR 9013-1(h), regarding
the sale of the Property. The counsel for Heritage South Community
Credit Union, the holder of the first and only mortgage, has agreed
to the Motion and to the sale of the Property. The United States
Trustee has agreed to the Motion.
A copy of the Agreement is available at
https://tinyurl.com/3d8ds9k4 from PacerMonitor.com free of charge.
Clyde James Sutton, Jr. and Alice Carolyn Sutton sought Chapter 11
protection (Bankr. E.D. Tenn. Case No. 20-10332) on Jan. 28, 2020.
The Debtors tapped Paul Jennings, Esq., as counsel.
CLYDE J. SUTTON, JR: Townsends Buying Shelbyville Property for $55K
-------------------------------------------------------------------
Clyde James Sutton, Jr., and Alice Carolyn Sutton ask the U.S.
Bankruptcy Court for the Eastern District of Tennessee to authorize
the sale of the real property located at O El Bethel Road, in
Shelbyville, Tennessee, to Joseph and Rebecca Townsend for $55,000,
cash.
A hearing on the Motion will be held on March 15, 2021, at 9:30
a.m., telephonically, Telephone Number (877) 810-9415, Access Code
1138859.
The Debtors scheduled in their bankruptcy filing the Property, a
one-acre lot. It was and is the intention of the Debtors to sell
the Property, and other parcels to pay the creditors of the estate
to the extent possible. The Property was scheduled with a value of
$47,500. The present tax value on the Property by the Bedford
County Trustee is $18,500.
By the Motion, the Debtors ask entry of an Order setting a hearing
to consider authorization and approval of the sale. By separate
Motion, the Debtors ask the relief upon shortened notice.
Following the hearing, the Debtors will request entry of the Sales
Order pursuant to 11 U.S.C. Sections 363(b), (f), and (m) and Fed
R. Bankr P. 6004 approving the sale by the Debtors to the
Purchasers of the Property.
Subject to approval by the Court, the Debtors have reached an
agreement with the Purchasers as embodied in the proposed purchase
and sale agreement. The 363 Transaction, as embodied in the
Agreement, contemplates that the Property will be sold and
transferred. The purchase price for the property is $55,000, cash
at closing.
The property is subject to a first priority perfected security
interest held by Heritage South Community Credit Union, in the
present amount of approximately $600,000. The Property is subject
to unpaid real property taxes owed to the Bedford County Trustee,
in the amount of approximately $900.
Heritage consents to the sale of the Property upon the terms
stated, subject only to payment of outstanding real property taxes,
Debtors' closing costs if any, and the payment of the Purchasers'
sales commission of 3% of the sales price or $1,650.
The Debtors are the Sellers of the Property. The Purchasers are
represented by Asa Kelly of Craig and Wheeler Realty and Auction,
LLC, and pursuant to the contract are entitled to a 3% commission
calculated on the sales price.
Unsecured creditors will receive no distribution from the proceeds
of the sale.
The United States Trustee's Office has been advised of the Motion
and has no objection.
The Debtors move entry of an Order for the Sale of Real Property as
outlined, specifically authorization to sell the property for
$55,000, from which there may be deducted the Sellers' closing
costs, if any; real estate commission of $1,650; and outstanding
real property taxes of approximately $900. The balance will be
payable to Heritage.
A copy of the Agreement is available at
https://tinyurl.com/3d8ds9k4 from PacerMonitor.com free of charge.
Clyde James Sutton, Jr. and Alice Carolyn Sutton sought Chapter 11
protection (Bankr. E.D. Tenn. Case No. 20-10332) on Jan. 28, 2020.
The Debtors tapped Paul Jennings, Esq., as counsel.
CMC II: March 11 Set Deadline for Panel Questionnaires
------------------------------------------------------
The United States Trustee is soliciting members for an unsecured
creditors committee in the bankruptcy case of CMC II, LLC.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a Questionnaire
available at https://bit.ly/3kPWsPL and return it to
Linda.Casey@usdoj.gov at the Office of the United States Trustee so
that it is received no later than 4:00 p.m., on March 11, 2021.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About CMC II, et al.
CMC II, LLC, 207 Marshall Drive Operations LLC, 803 Oak Street
Operations LLC and three inactive affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-10461) on March 1,
2021.
CMC II, LLC, et al., are part of a group of Consulate Health care
corporate affiliates that manage and operate 140 skilled nursing
facilities. CMC II provides management and support services to
approximately 140 SNFs, each of which is operated by an affiliate
of the Debtors under the common ownership of non-Debtor LaVie Care
Centers, LLC, doing business as Consulate Health Care. 207
Marshall Drive Operations LLC operates Marshall Health and
Rehabilitation Center, a 120-bed SNF located in Perry, Florida.
803 Oak Street Operations LLC operates Governor's Creek Health and
Rehabilitation, a 120-bed SNF located in Green Cove Springs,
Florida.
CMC II estimated assets and debt of $100 million to $500 million as
of the bankruptcy filing.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Chipman Brown Cicero & Cole, LLP, as counsel;
and Alvarez & Marsal North America, LLC as restructuring advisor.
Evans Senior Investments is the Debtors' broker. Stretto is the
claims agent.
CREATIVE REALITIES: Inks 13th Amendment to Slipstream Loan Deal
---------------------------------------------------------------
Creative Realities, Inc. entered into a Thirteenth Amendment to
Loan and Security Agreement with its subsidiaries and lender
Slipstream Communications, LLC. Pursuant to the Amendment, the
parties agreed to extend the date on which the Lender's existing $2
million special loan to the Company (with accrued and unpaid
interest) automatically converts into a new class of senior
preferred stock of the Company, from Feb. 28, 2021 to March 31,
2021 (or upon an earlier event of default).
About Creative Realities
Creative Realities, Inc. -- http://www.cri.com-- is a Minnesota
corporation that provides innovative digital marketing technology
and solutions to retail companies, individual retail brands,
enterprises and organizations throughout the United States and in
certain international markets. The Company has expertise in a
broad range of existing and emerging digital marketing
technologies, as well as the related media management and
distribution software platforms and networks, device management,
product management, customized software service layers, systems,
experiences, workflows, and integrated solutions.
Creative Realities reported net income of $1.04 million for the
year ended Dec. 31, 2019, following a net loss of $10.62 million
for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the
Company had $21.10 million in total assets, $16.92 million in total
liabilities, and $4.18 million in total shareholders' equity.
* * *
This concludes the Troubled Company Reporter's coverage of Creative
Realities until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
CRED INC: UpgradeYa Says Plan Can't Be Confirmed
------------------------------------------------
UpgradeYa Investments, LLC, submitted an objection to final
approval of the adequacy of the disclosure statement of Cred Inc.,
et al.
UpgradeYa points out that the Plan cannot be confirmed because it
violates substantive and procedural requirements of the Bankruptcy
Code as well as bedrock notions of due process and fundamental
fairness, leaving creditors like UpgradeYa with presumptively
disallowed claims against the estates and no ability to pursue
their independent, direct claims against third parties.
UpgradeYa further points out that Sections 1.57 and 14.7 of the
Plan violate the Bankruptcy Code and settled law by deeming claims
disallowed pursuant to Bankruptcy Code section 502(d) prior to a
judicial determination of the claimant's liability.
UpgradeYa asserts that the Plan violates due process and fairness
considerations by permanently and indefinitely extending the
automatic stay with no carve-out to permit creditors and other
stakeholders to pursue their independent, direct claims and causes
of action against non-debtor third parties. To accomplish this
impermissible result, section 18.5 of the Plan includes what
effectively is a disguised, non-consensual third-party release,
binding creditors to a permanent extension of the stay to parties
who are not identified and defined as Released Parties under the
Plan. Not only is this wholly inappropriate and unfair, but it is
in direct conflict with this Court's recent ruling on the RFS
Motion that the automatic stay does not preclude creditors from
pursuing their direct claims against non-debtor third parties.
According to UpgradeYa, as a result of the Debtors' failure to
provide adequate information regarding the scope of the Plan's
permanent extension of the automatic stay and its material adverse
impact on creditors and their substantive rights, UpgradeYa also
objects to final approval of the Disclosure Statement. As set forth
herein, the Disclosure Statement omits critical facts necessary to
enable parties in interest to make informed judgments about the
Plan. The Disclosure Statement neglects to provide any information
indicating that the intent of the Plan is to enjoin creditors
permanently from pursuing their direct claims against non-debtor
third parties and, therefore, is fatally inadequate.
Counsel to UpgradeYa Investments:
Adam G. Landis
Kimberly A. Brown
Matthew R. Pierce
Nicolas E. Jenner
LANDIS RATH & COBB LLP
919 Market Street, Suite 1800
Wilmington, Delaware 19801
Telephone: (302) 467-4400
Facsimile: (302) 467-4450
Email: landis@lrclaw.com
brown@lrclaw.com
pierce@lrclaw.com
jenner@lrclaw.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. The Committee tapped McDermott Will & Emery LLLP as counsel
and Dundon Advisers LLC as financial advisor.
CSI COMPRESSCO: Incurs $73.8 Million Net Loss in 2020
-----------------------------------------------------
CSI Compressco LP filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net loss of $73.84
million on $301.58 million of total revenues for the year ended
Dec. 31, 2020, compared to a net loss of $20.97 million on $340.09
million of total revenues for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $709.96 million in total
assets, $59.41 million in total current liabilities, $675.88
million in total other liabilities, and a total partners' deficit
of $25.33 million.
Fourth Quarter 2020
"In January 2021, a subsidiary of Spartan Energy Partners LP
("Spartan") acquired CSI Compressco's General Partner along with a
significant number of CCLP Limited Partner units from TETRA
Technologies, Inc. (TTI)," commented John Jackson, chief executive
officer of CSI Compressco. "We were pleased to have closed this
transaction. We believe that CSI Compressco has a solid platform
of assets and people as well as a strong industry reputation. We
commend the employees of the Partnership for their efforts during a
very challenging 2020 and thank everyone at TTI for their efforts
to transition to a new General Partner. We view the Spartan
business as complementary to CSI Compressco. Currently, there are
opportunities to joint bid projects and at this stage these are
primarily international opportunities. Over a longer cycle, we
will evaluate the benefits of combining Spartan with the
Partnership. There are no current plans to do so, but if the
benefits of combining make economic sense for both companies, then
the larger scale, lower leverage, and more diverse suite of
products provided by a combination would be of benefit to CSI
Compressco."
"We are excited about the future of the Partnership and the
industry overall. That is evident by Spartan's investment in the
compression space through this strategic transaction. While the
4th quarter reflected continued modest declines across the
Partnership's business and we recognize that additional declines
may persist into the front portion of 2021, we are optimistic about
the long-term future of the compression industry. We believe in
the natural gas business and compression is a key component of the
natural gas value chain, not only in the US but around the world.
The industry faces unpredictable times, but we are encouraged by
the natural gas price environment and early signs of potential new
activity in 2021. We will not operate CSI Compressco on a strategy
of hope of a recovery, but we will operate the company in a manner
that will focus the Partnership on improving near term performance
while positioning the Partnership to participate and thrive in a
recovery. We enter 2021 with 4 large HP units on order that are
already under contract. We expect to focus any additional capital
spending towards redeploying idle fleet units. Capital discipline,
cost management and customer service are areas we can and will
focus on regardless of the environment. We look forward to the
challenge and to the future."
Net cash provided by operating activities was $7.0 million in the
fourth quarter, compared to a use of cash of $4.5 million in the
third quarter. The Comopany's year end liquidity was $30.8
million, compared to $33.1 million at the end of the third quarter
of 2020 and $21.0 million at the end of 2019. Liquidity is defined
as unrestricted cash on hand plus availability under the Company's
revolving credit facility.
In the second quarter of 2020, the Partnership announced that it
was exiting the fabrication business with the final shipment of new
units occurring in the fourth quarter of 2020. As a result, the
Partnership's fabrication business are reported as discontinued
operations.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1449488/000144948821000004/cclp-20201231.htm
About Compressco
CSI Compressco is a provider of compression services and equipment
for natural gas and oil production, gathering, artificial lift,
transmission, processing, and storage. CSI Compressco's
compression and related services business includes a fleet of
approximately 4,900 compressor packages providing approximately 1.2
million in aggregate horsepower, utilizing a full spectrum of low-,
medium- and high-horsepower engines. CSI Compressco also provides
well monitoring and automated sand separation services in
conjunction with compression and related services in Mexico. CSI
Compressco's aftermarket business provides compressor package
reconfiguration and maintenance services. CSI Compressco's
customers comprise a broad base of natural gas and oil exploration
and production, midstream, transmission, and storage companies
operating throughout many of the onshore producing regions of the
United States, as well as in a number of foreign countries,
including Mexico, Canada and Argentina. CSI Compressco is managed
by Spartan Energy Partners.
* * *
As reported by the TCR on Feb. 25, 2021, Moody's Investors Service
has completed a periodic review of the ratings of CSI Compressco LP
and other ratings that are associated with the same analytical
unit. Moody's said CSI Compressco's Caa1 corporate family rating
reflects its modest scale relative to its peers and high but
improving debt leverage.
DEWIT DAIRY: Unsec. Creditors Get at Least 69% in Liquidating Plan
------------------------------------------------------------------
DeWit Dairy filed with the U.S. Bankruptcy Court for the District
of Idaho a Liquidating Plan and a Disclosure Statement on Feb. 28,
2021.
In early 2020, DeWit Dairy began working with its primary lenders
to orderly liquidate assets and sell off the dairy. This began
with liquidating the dairy cattle -- either through sales of
calves, or through slaughter of the dairy herd. DeWit Dairy
successfully liquidated nearly all of the grown cattle prior filing
its bankruptcy petition. At the time of filing, the dairy only had
approximately 300 head of calves, most of which were being held at
Treyes Calf Ranch. The calves at Treyes were sold shortly after the
petition was filed, and the remaining calves on site were
eventually sold or slaughtered.
The Debtor chose to file the Chapter 11 case to allow it to
complete the liquidation process while allowing the automatic stay
to keep vendors at bay while the Debtor could get the best
liquidation price. The Debtor, with the assistance of the real
estate broker, successfully located a buyer for the bulk of the
Debtor's assets. As of the date of the Disclosure Statement, the
Debtor has a pending sale of the property which will completely pay
all secured claims, and leave over $4 million in proceeds for
payment to other unsecured creditors.
Classes entitled to priority will be paid in full. The Debtor
anticipates paying 100% of secured creditors' allowed claims and
between 69% and 100% of all non-insider unsecured creditors'
allowed claims (depending on the exact amount of sale proceeds, and
potential resolution of claim objections and negotiations with
creditors).
Class 2 consists of the Claim of MetLife secured by Debtor's real
property and certain dairy equipment - loan 6455. This class is
Unimpaired. This Plan proposes to liquidate and sell the property
securing this claim, and to pay the claim in full from the proceeds
of the sale. Class 3 consists of the Claim of MetLife secured by
Debtor's real property and certain dairy equipment – loan 8160.
This class is Unimpaired. This Plan proposes to liquidate and sell
the property securing this claim, and to pay the claim in full from
the proceeds of the sale.
Class 4 is the Secured Claim of KeyBank secured by Debtor's real
property. This class is Unimpaired. This Plan proposes to
liquidate and sell the property securing this claim, and to pay the
claim in full from the proceeds of the sale. The Debtor
anticipates the sale occurring and this claim being paid at
closing, which will likely occur prior to the confirmation of this
Plan.
Class 5 is the Claim of Glen Capps, Inc., secured by a judgment
lien on the Debtor's real property. This class is Unimpaired.
This Plan proposes to liquidate and sell the property securing this
claim, and to pay the claim in full from the proceeds of the sale.
The Debtor anticipates the sale occurring and this claim being paid
at closing, which will likely occur prior to the confirmation of
this Plan.
Class 6 consists of General Unsecured Claims. This class is
Impaired. The creditors in this class shall receive a pro rata
distribution of all proceeds from the sale of real or personal
property that are not paid to secured creditors. Payments to this
Class shall be deferred until all payments have been made to the
secured creditors. Due to the potential for additional unsecured
claims based on the liquidation of property, the Debtor anticipates
payments to this Class will be made approximately 60-90 days after
confirmation.
Class 8 consists of Equity Interest Holders. This class is
impaired. The members of this class shall retain their ownership
interests in the Reorganized Debtor while it liquidates all assets
and pays creditors. Because this is a liquidation Plan, the value
of these retained equity interests is believed to be valueless.
The assets to be sold or otherwise liquidated by the Debtor include
the following: real property located in Wendell, Idaho; personal
property (dairy equipment) located at the Wendell facility;
personal property (irrigation equipment) located at the Wendell
facility; personal property located at the Wendell facility; milk
basis and equity interests in Magic Valley Quality Milk Producers
coop. In the case of the personal property, the Debtor anticipates
that property will be sold in connection with the sale of the real
property. The Debtor has a currently-proposed sale of the property.
The Debtor is currently marketing the property with the assistance
of Clay Nannini. The Debtor believes the property will be marketed
and sold prior to a confirmation hearing on this Plan.
A full-text copy of the Disclosure Statement dated Feb. 28, 2021,
is available at https://bit.ly/3kSTTMV from PacerMonitor.com at no
charge.
Attorneys for Debtor:
Matthew T. Christensen, ISB: 7213
Chad R. Moody, ISB: 9946
ANGSTMAN JOHNSON
199 N. Capitol Blvd., Ste 200
Boise, ID 83702
Phone: (208) 384-8588
Fax: (208) 629-2157
E-mail: mtc@angstman.com
chad@angstman.com
About Dewit Dairy
Dewit Dairy operates a dairy farm in Wendell, Idaho.
Dewit Dairy sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Idaho Case No. 20-40734) on Sept. 18,
2020. At the time of filing, the Debtor was estimated to have
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
million in liabilities. Matthew Todd Christensen, Esq., at
Angstman Johnson, PLLC, serves as the Debtor's legal counsel.
EASTERN NIAGARA: Gets Cash Collateral Access on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York has
authorized Eastern Niagara Hospital, Inc. to use cash collateral on
a final basis and obtain secured, first priority debtor in
possession financing.
The Debtor filed its motion dated January 29, 2021, seeking, among
other things, an order authorizing it to enter into the Senior
Secured, Superpriority Debtor-in-Possession Loan and Security
Agreement with Inter-Community Health Systems, Inc. and Catholic
Health System, Inc.
The Motion explained that the Debtor will use the proceeds of the
DIP Agreement to pay down a like amount of debt owed to Citizens
Bank, N.A. in exchange for which, among other things, Citizens will
release its security interest in the Debtor’s personal property.
The terms under the DIP Agreement are more favorable and less
costly to the Debtor and its estate than the terms of the debt
being replaced.
The Debtor has immediate need for use of its cash collateral and to
obtain funding in order to continue operations of its business and
preserve the value of its estate.
The Debtor has established that, in order to continue the
operations of the Debtor's business and to preserve the value of
the Debtor's assets, the Debtor requires the extension of $3.8
million on the terms the Lenders are willing to make available as
more specifically set forth under the DIP Agreement.
The Lenders' Liens on and security interests in the Collateral will
at all times be senior to the rights of the Debtor or any of its
successors in interest. The Liens and security interests granted
to the Lenders pursuant to the Final Order and DIP Agreement will
not be subject to any Liens or security interest which is avoided
and preserved for the benefit of the Debtor, pursuant to Section
551 of the Bankruptcy Code. No other lien or security interest
having priority superior or pari passu to that granted under the
Final Order to the Lenders will be granted while any portion of the
Post-Petition Indebtedness remains outstanding except (i) upon the
prior written consent of the Lenders or (ii) to the extent the
Post-Petition Indebtedness is paid in full and any commitments of
the Lender are terminated.
The Liens and security interests to be created and granted to the
Lenders are first, valid, prior, perfected, unavoidable, and
superior to any security, mortgage, or collateral interest or lien
or claim to the Collateral, and are subject only to Permitted Prior
Liens. The DIP Liens will secure all Obligations and the proceeds
of the Collateral will be applied in the order and priority and
payment set forth in the DIP Agreement.
All agreements, security interests, mortgages, deeds of trust, and
liens contemplated or granted by the Final Order and/or the DIP
Agreement are effective and perfected as of the date of entry of
the Final Order without further filing or recording by the Lenders
in compliance with any state or federal law.
The Debtor is also authorized and directed to do and perform all
acts, to make, execute and deliver all instruments and documents
and to pay fees which may be required pursuant to the terms of the
Final Order or the DIP Agreement.
A copy of the order is available at https://bit.ly/3cgooZz from
PacerMonitor.com.
About Eastern Niagara Hospital, Inc.
Eastern Niagara Hospital -- http://www.enhs.org-- is a
not-for-profit organization, focused on providing general medical
and surgical services. The Hospital offers radiology, surgical
services, rehabilitation services, cardiac services, respiratory
therapy, obstetrics & women's health, emergency services, acute &
intensive care, chemical dependency treatment, occupational
medicine services, DOT medical exams, dialysis, laboratory
services, and express care.
Eastern Niagara Hospital previously sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-12342)
on Nov. 7, 2019.
Eastern Niagara Hospital again sought Chapter 11 protection (Bankr.
W.D. N.Y. Case No. 20-10903) on July 8, 2020. In the petition
signed by Anne E. McCaffrey, president and CEO, the Debtor
disclosed between $10 million to $50 million in both assets and
liabilities.
Judge Michael J. Kaplan oversees the case.
The Debtor tapped Jeffrey Austin Dove, Esq., at Barclay Damon LLP,
as its legal counsel.
The U.S. Trustee for Region 2 appointed creditors to serve on the
official committee of unsecured creditors on Nov. 22, 2019. The
committee is represented by Bond, Schoeneck & King, PLLC.
Michele McKay was appointed as health care ombudsman in the
Debtor's bankruptcy case.
On Aug. 27, 2020, the Court appointed Hunt Commercial Real Estate
as broker.
EHT US1: Committee Hires Province LLC as Financial Advisor
----------------------------------------------------------
The official committee of unsecured creditors of EHT US1, Inc. and
its affiliates seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to retain Province, LLC as its financial
advisor.
The firm's services include:
a. analyzing the debtor-in-possession budget, assets and
liabilities, and overall financial condition of the Debtors;
b. reviewing financial and operational information furnished
by the Debtors;
c. monitoring the sale process, reviewing bidding procedures,
stalking horse bids, asset purchase agreements, interfacing with
the Debtors' professionals, and advising the committee regarding
the process;
d. scrutinizing the economic terms of various agreements,
including, but not limited to, retention of bankruptcy
professionals;
e. analyzing the Debtors' proposed hotel opening plans and
developing alternative scenarios, if necessary;
f. assessing the Debtors' various pleadings and proposed
treatment of unsecured creditor claims;
g. preparing, or reviewing as applicable, avoidance actions
and claim analyses;
h. assisting the committee in reviewing the Debtors'
financial reports;
i. advising the committee on the current state of the
Debtors' Chapter 11 cases;
j. advising the committee in negotiations with the Debtors
and third parties as necessary;
k. if necessary, participating as a witness in hearings
before the bankruptcy court; and
l. other financial advisory services.
The firm will be paid at these rates:
Principal $880 - $975 per hour
Managing Director $670 - $790 per hour
Senior Director $600 - $670 per hour
Director $550 - $600 per hour
Vice President $510 - $550 per hour
Senior Associate $430 - $510 per hour
Associate $360 - $430 per hour
Analyst $240 - $360 per hour
Paraprofessionals $185 per hour
Province and its employees do not represent any interest adverse to
that of the committee in the matters on which they are to be
retained, according to court filings.
The firm can be reached through:
Paul Huygens
Province, LLC
2360 Corporate Circle, Suite 330
Henderson, NV 89074
Phone: +1 (702) 685-5555
Email: phuygens@provincefirm.com
About Eagle Hospitality Group
Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality
stapled group comprising Eagle Hospitality Real Estate Investment
Trust and Eagle Hospitality Business Trust. Based in Singapore,
Eagle H-REIT is established with the principal investment strategy
of investing on a long-term basis in a diversified portfolio of
income-producing real estate, which is used primarily for
hospitality or hospitality-related purposes as well as real
estate-related assets in connection with the foregoing, with an
initial focus on the United States.
EHT US1, Inc. and 26 affiliates, including 15 LLC entities that
each owns hotels in the U.S., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 21-10036) on Jan. 18, 2021.
EHT US1 estimated $500 million to $1 billion in assets and
liabilities as of the bankruptcy filing.
The Debtors tapped Paul Hastings LLP and Cole Schotz P.C. as their
bankruptcy counsel, FTI Consulting Inc. as restructuring advisor,
and Moelis & Company LLC as investment banker. Rajah & Tann
Singapore LLP and Walkers serve as Singapore Law counsel and Cayman
Law counsel, respectively. Donlin, Recano & Company, Inc. is the
claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on Feb. 4, 2021. The committee tapped Kramer
Levin Naftalis & Frankel, LLP as its bankruptcy counsel, Morris
James LLP as Delaware counsel, and Province, LLC as financial
advisor.
EHT US1: Committee Seeks to Hire Kramer Levin as Legal Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of EHT US1, Inc. and
its affiliates seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to retain Kramer Levin Naftalis & Frankel
LLP as its legal counsel.
The firm's services will include:
(a) the exercise of oversight with respect to the Debtors'
affairs, including issues in connection with the Debtors' Chapter
11 cases;
(b) the preparation of legal papers;
(c) appearances in court and participation in litigation and
at statutory meetings of creditors;
(d) the negotiation and evaluation of the Debtors' use of cash
collateral, proposed debtor-in-possession financing and any other
potential financing alternatives;
(e) the negotiation, formulation, drafting and confirmation of
a Chapter 11 plan of reorganization and matters related thereto;
(f) the investigation of, among other things, the Debtors'
unencumbered assets, liabilities, financial condition, prior
transactions, and operational issues concerning the Debtors that
may be relevant to the cases;
(g) the negotiation of bidding procedures and formulation of
any proposed sale of the Debtors' assets, including pursuant to
Section 363 of the Bankruptcy Code;
(h) communications with the committee's constituents in
furtherance of its responsibilities, including, but not limited to,
communications required under Section 1102 of the Bankruptcy Code;
and
(i) the performance of all of the committee's duties and
powers under the Bankruptcy Code and the Bankruptcy Rules.
The firm will be paid at these rates:
Partners $1,100 - $1,575 per hour
Counsel $1,105 - $1,525 per hour
Special Counsel $1,105 per hour
Associates $615 - $1,090 per hour
Paraprofessionals $395 - $475 per hour
Adam Rogoff, Esq., a partner at Kramer Levin, disclosed in a court
filing that the firm is a "disinterested person" as defined by
Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Rogoff disclosed that:
-- Kramer Levin has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- Kramer Levin did not represent the committee before being
selected as its counsel on Feb. 5; and
-- Kramer Levin is developing a budget and staffing plan for
the period through May 15, 2021.
The firm can be reached through:
Adam C. Rogoff, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
Tel: 212-715-9100 / 212-715-9285
Fax: 212-715-8000 / 212-715-8265
Email: arogoff@kramerlevin.com
About Eagle Hospitality Group
Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality
stapled group comprising Eagle Hospitality Real Estate Investment
Trust and Eagle Hospitality Business Trust. Based in Singapore,
Eagle H-REIT is established with the principal investment strategy
of investing on a long-term basis in a diversified portfolio of
income-producing real estate, which is used primarily for
hospitality or hospitality-related purposes as well as real
estate-related assets in connection with the foregoing, with an
initial focus on the United States.
EHT US1, Inc. and 26 affiliates, including 15 LLC entities that
each owns hotels in the U.S., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 21-10036) on Jan. 18, 2021.
EHT US1 estimated $500 million to $1 billion in assets and
liabilities as of the bankruptcy filing.
The Debtors tapped Paul Hastings LLP and Cole Schotz P.C. as their
bankruptcy counsel, FTI Consulting Inc. as restructuring advisor,
and Moelis & Company LLC as investment banker. Rajah & Tann
Singapore LLP and Walkers serve as Singapore Law counsel and Cayman
Law counsel, respectively. Donlin, Recano & Company, Inc. is the
claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on Feb. 4, 2021. The committee tapped Kramer
Levin Naftalis & Frankel, LLP as its bankruptcy counsel, Morris
James LLP as Delaware counsel, and Province, LLC as financial
advisor.
EHT US1: Committee Seeks to Hire Morris James as Delaware Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of EHT US1, Inc. and
its affiliates seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to retain Morris James, LLP as its
Delaware counsel.
The firm's services include:
a. assisting the committee in its consultations with the
Debtors relative to the administration of the Debtors'
reorganization;
b. reviewing and analyzing statements of operations, schedules
and legal documents filed by the Debtors or third parties, advising
the committee as to their propriety and, after consultation with
the committee, taking appropriate action;
c. preparing legal papers;
d. representing the committee at court hearings and
communicating with the committee regarding the issues raised, as
well as the decisions of the court; and
e. other legal services related to the Debtors' Chapter 11
cases.
The principal attorneys and paralegals presently expected to
represent the committee are as follows:
Eric J. Monzo, Partner $595 per hour
Brya M. Keilson, Counsel $545 per hour
Stephanie Lisko, Paralegal $260 per hour
Douglas J. Depta, Paralegal $235 per hour
Eric Monzo, Esq., a partner at Morris James, disclosed in a court
filing that his firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Monzo also disclosed that:
-- Morris James has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- Morris James has not represented the committee in the 12
months prior to the Debtors' Chapter 11 cases; and
-- Morris James anticipates filing a budget at the time it
files its interim fee applications, and any such budget it may file
will have prior approval by the committee.
The firm can be reached through:
Eric J. Monzo, Esq.
Morris James LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Tel: 302-888-6800 / 302-888-5848
Fax: 302-571-1750 / 302-504-3953
Email: emonzo@morrisjames.com
About Eagle Hospitality Group
Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality
stapled group comprising Eagle Hospitality Real Estate Investment
Trust and Eagle Hospitality Business Trust. Based in Singapore,
Eagle H-REIT is established with the principal investment strategy
of investing on a long-term basis in a diversified portfolio of
income-producing real estate, which is used primarily for
hospitality or hospitality-related purposes as well as real
estate-related assets in connection with the foregoing, with an
initial focus on the United States.
EHT US1, Inc. and 26 affiliates, including 15 LLC entities that
each owns hotels in the U.S., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 21-10036) on Jan. 18, 2021.
EHT US1 estimated $500 million to $1 billion in assets and
liabilities as of the bankruptcy filing.
The Debtors tapped Paul Hastings LLP and Cole Schotz P.C. as their
bankruptcy counsel, FTI Consulting Inc. as restructuring advisor,
and Moelis & Company LLC as investment banker. Rajah & Tann
Singapore LLP and Walkers serve as Singapore Law counsel and Cayman
Law counsel, respectively. Donlin, Recano & Company, Inc. is the
claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on Feb. 4, 2021. The committee tapped Kramer
Levin Naftalis & Frankel, LLP as its bankruptcy counsel, Morris
James LLP as Delaware counsel, and Province, LLC as financial
advisor.
ESTHER CORONA: Court OKs Deal on Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Jose Division, has approved the stipulation filed by Esther
Corona, Inc. and First Home Bank regarding Esther Corona's use of
cash collateral until the sooner of default under the terms of the
stipulation, dismissal of the case, conversion of the case to
another chapter, or April 8, 2021.
As previously reported by the Troubled Company Reporter, the Court
has previously granted the Debtor authority for interim use of cash
collateral on February 2, 2021. The interim use of cash collateral
was subject to granting First Home Bank a replacement lien for the
use of cash collateral on post-petition
revenue and paying First Home Bank monthly adequate protection
payments equal to interest only payments at four percent per
annum.
First Home Bank has a UCC lien encumbering the Debtor's assets with
an approximate balance of $234,608.69.
A copy of the order is available at https://bit.ly/3eqET7I from
PacerMonitor.com.
About Esther Corona
Esther Corona, Inc. perates a day care business. At the time of
the filing of the petition, the Debtor's assets consisted of cash
deposits in the amount of $7,984.04, furniture and fixtures, and
tools and equipment valued at $62,275.
It sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Calif. Case No. 21-50088) on Jan. 25, 2021. At the
time of filing, the Debtor had between $50,001 and $100,000 in
assets and between $500,001 and $1 million in liabilities.
Judge M. Elaine Hammond oversees the Debtor's Chapter 11 case.
The Debtor is represented by The Fuller Law Firm, PC in its case.
EVERGREEN DEVELOPMENT: Cash Collateral Access OK'd
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
authorized Evergreen Development Group to use cash collateral on an
interim basis in accordance with the approved budget.
The Debtor is authorized and directed to grant adequate protection
to Minnesota Bank and Trust on the terms as set forth in the
Motion. The replacement liens granted by the Debtor to the Lender
will have the same dignity, priority and effect as the Lender’s
prepetition interest, if any.
The final hearing on the matter is scheduled for March 31, 2021 at
9:30 a.m. Unless a response opposing the motion is timely filed,
the court may grant the motion without a hearing.
A copy of the Order is available at https://bit.ly/38jBV1e from
PacerMonitor.com.
About Evergreen Development Group
Evergreen Development Group is a single asset real estate company
which owns and leases commercial real estate in Waite Park,
Minnesota. Its principal place of business and corporate offices
are located at 95 10th Ave. South, Waite Park, Minnesota, 56387.
The Debtor merged with The Evergreens of Apple Valley, L.L.P. in
2015.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. D. Minn. Case No. 21-60066) on February
26, 2021. In the petition signed by Robert A. Hopman, general
partner, the Debtor disclosed up to $10 million in assets and up to
$50,000 in liabilities.
FOLEY & MANSFIELD, P.L.L.P represents the Debtor as counsel.
FARR BUILDERS: Seeks Use of Cash Collateral on Interim Basis
------------------------------------------------------------
Farr Builders, LLC asks the U.S. Bankruptcy Court for the Western
District of Texas, San Antonio Division, for authority to use cash
collateral on an interim basis.
The Debtor requires the use of cash collateral to continue its
business operations uninterrupted. The Debtor intends to use the
cash collateral to pay employees, purchase supplies, pay service
providers, pay administrative expenses incurred by the Debtor's
Bankruptcy Estate, and pay other ongoing usual and necessary
expenses incurred in the day-to-day operation of the practice. The
Debtor seeks authority to use certain assets of the Debtor that may
constitute cash collateral substantially in accordance with its
proposed Budget.
The filing of the Debtor's bankruptcy case was precipitated by a
series of unfortunate events that resulted in a decrease in revenue
and a prior bankruptcy filing that the Debtor voluntarily
dismissed.
Prior to February of 2020, the Debtor was not paid for work it
performed on several jobs and lost two jobs to the bonding
companies involved. The Debtor was unable to continue to operate
and pay accounts on future business while trying to recover from
lost revenue. This led to the Debtor filing a prior petition for
Chapter 11 bankruptcy on February 7, 2020. Due to post-filing
unforeseen pandemic conditions creating substantial hardships,
ongoing suits during the pendency of the prior bankruptcy filing,
and the size of the Debtor's business, the traditional Chapter 11
small business filing proved to be unhelpful to the Debtor's
situation, leading to the Debtor voluntarily filing for dismissal
of its original bankruptcy case to file the current Chapter 11,
Subchapter V election petition.
As of the Petition Date, the principal assets of the business
consisted of real estate in the amount of $680,720, receivables in
the amount of $35,544, work in progress of $466,287, and personal
property and accounts the amount of $130,215.
As of the Petition Date, the creditors holding security interests
in the assets of the Debtor that constitute cash collateral,
include: (1) Frost National Bank on several secured claims in the
approximate amount of $677,781, and (2) Berkley Insurance Company
on accounts receivable from projects where Berkley Insurance
Company is the bonding company. Total unsecured debt is estimated
to be approximately $1,434,923.
On or about November 19, 2019, the Debtor entered into a
refinancing transaction with Frost Bank whereby Frost Bank renewed
the note in the total sum of $709,776 pursuant to a loan Security
Agreement and other loan documents. The Loan and Security
Agreement granted Frost Bank a security interest in all of the
Debtor's assets including, but not limited to, all accounts,
accounts receivable, inventory, general intangibles, equipment,
deposit accounts, and their proceeds.
Frost Bank, holds a first-priority security interest in the
Collateral with the exception of accounts receivable from projects
where Berkley Insurance Company is the bonding company. Pursuant to
a series of amendments to the Loan and Security Agreement, there
are currently four outstanding loans owed to Frost Bank. The total
balance due on account of the Pre-Petition Obligations, is
approximately $677,781. Frost Bank is under secured. Frost Bank
holds a valid, enforceable, and perfect security interests in the
Debtor's cash collateral.
Berkley Insurance Company holds a first-priority security interest
in the Debtor's accounts receivable from projects where Berkley
Insurance Company is the bonding company.
The Amount secured by Berkley Insurance Company is unknown at this
time.
As adequate protection, the Secured Creditors will each be granted
a replacement lien in all post-petition property of the Debtor, of
the same nature, to the same extent, and with the same priority as
the lien existing as of the Petition Date. In addition, the Debtor
proposes to make monthly interest payments, at the contract rate,
to Frost Bank, plus a monthly principal payment in the amount of
$4,000.
Reporting will continue by Debtor to Frost Bank and Berkley
Insurance Company as set forth in the previous case dismissal order
and in the cash collateral order.
A copy of the motion is available at https://bit.ly/3cckyk4 from
PacerMonitor.com.
About Farr Builders, LLC
Farr Builders LLC is a private entity that performs government
contracts. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 21-50179) on
February 22, 2021. In the petition signed by Adrian Garcia,
president, the Debtor disclosed $1,000,373 in assets and $2,315,869
in liabilities.
Judge Ronald B. King oversees the case.
Heidi McLeod, Esq. at HEIDI MCLEOD LAW OFFICE, PLLC represents the
Debtor as counsel.
FIELDWOOD ENERGY: Marathon Says Disclosures Inadequate
------------------------------------------------------
Marathon Oil Company submitted an objection to the request of
Fieldwood Energy LLC and its affiliates for approval of the
Disclosure Statement explaining their Plan.
Marathon points out that the Disclosure Statement lacks adequate
information as required by Sec. 1125. It says the Disclosure
Statement must be amended to address Marathon's objections and
issues raised herein. If Debtors fail to do so, the Court should
not approve the Disclosure Statement.
Marathon further points out that the credit bid sale is
inadequately disclosed:
* There is insufficient disclosure of the Credit Bid
Transaction. Just as importantly, there is no discussion regarding
the steps the Debtors have taken to obtain the necessary consents
and approvals from federal and state regulators.
* The Debtors have not disclosed the Credit Bid Purchase
Agreement. Accordingly, the Debtors have not adequately explained
NewCo's ability to fulfill its obligations.
* The Debtors have not provided a detailed plan on how they
will satisfy their financial obligations to BOEM. Every operator is
required by the regulations to provide financial assurance in the
form and amount approved by BOEM. These financial assurances are
essential to guarantee the performance of lease obligations as a
condition to the approval of any transfer of lease interests.
* There is no Disclosure of the Allocation of the Cash Portion
of the Credit Bid Transaction. Debtors have not disclosed how the
$224 million Credit Bid Purchaser will be allocated amongst the
estates
* There is insufficient disclosure regarding the approximately
750 leases to be allocated to FWE I or FWE III, or those leases
Debtors are attempting to forcibly return to the Predecessors.
There is no information on the chain of title to permit Marathon to
determine the full extent of its decommissioning liability.
Marathon asserts that the use of a divisive merger allocating
certain assets of debtors between FWE I and FWE III is inadequately
disclosed:
* The Disclosure Statement has not provided adequate
information on how the divisive merger will be accomplished within
the requirements of the applicable federal regulations and the
Bankruptcy Code. The Disclosure Statement fails to address whether
contracts allocated to FWE I and FWE III under the Plan are assumed
and assigned.
* There is inadequate disclosure regarding the Plan's transfer
of assets and liabilities to FWE I. The Disclosure Statement does
not provide information regarding the extent of interests to be
transferred to FWE I, including whether the interests are the
entirety of Debtors' interests in a particular lease or unit,
undivided as to an entire lease or unit, or specific to wells and
platforms on the lease or unit.
* There is inadequate disclosure regarding the Plan's
allocation of assets and liabilities to FWE III. There is no
disclosure of the 21 leases allocated to FWE III. There is
inadequate disclosure of how FWE III will receive additional cash
to operate and decommission the 21 leases and their related wells
and platforms.
According to Marathon, there is inadequate disclosure of the plan's
treatment of the abandoned properties.
* The Plan relies on Debtors' alleged ability to shift their
decommissioning liability to Marathon and other Predecessors.
Marathon is only one of many companies in the chain of title for
the majority of leases listed. The leases previously owned by
Marathon are currently owned and operated by multiple companies.
The Disclosure Statement lacks specific details about how these
assets will be returned to Marathon such as whether Marathon will
take record title or interest in the abandoned leases, the process
of obtaining regulatory approval of the return of these assets, the
treatment of orphan liabilities created by the Plan, or any
agreements with Marathon to accept the return of these assets.
* The Disclosure Statement has failed to identify each co-owner
and/or prior owners in the chain of title compelled to accept each
abandoned lease. The Disclosure Statement loosely defines
Predecessors in toto without differentiating between current
co-owners and predecessors.
Marathon points out that the disclosure statement lacks adequate
financial information sufficient to permit Marathon to vote on the
plan.
* The Disclosure Statement provides neither a liquidation
analysis, valuation analysis, nor financial projections. Instead,
this critical information is included in the blank exhibits "To
Come." Because this information is missing, there is no indication
that either Marathon or other creditors would be better off if the
case was converted to chapter 7 and a trustee appointed.
* The Debtors have failed to disclose administrative claims for
their decommissioning obligations. The Disclosure Statement does
not contain information about any administrative claims that could
be asserted by third parties, including claims for post-bankruptcy
plugging and abandonment costs, which are generally entitled to
administrative priority.
Marathon further points out that there is inadequate disclosure
about the releases authorized under the plan. The Disclosure
Statement offers no explanation why the Plan is providing a release
in a liquidation, including broad third-party releases to generic
categories of non-debtors .
Marathon asserts that the proposed voting procedures deprive class
6 creditors of the ability to vote their claims in the dollar
amount that the plan imposes upon them. Marathon, and similarly
situated Predecessors, should be allowed to vote the extent of
their decommissioning liability for returned assets under the Plan.
The idea that it be allowed to vote $1 against the multiple
millions in contingent proposed liabilities is absurd.
Marathon points out that the arbitrarily imposed timeframes for
filing critical documents by plan supplement and time periods for
creditors' objections lack due process:
* The stated timeframes for submission of critical documents
and proposed objection deadlines are clearly inadequate and deprive
Creditors and affected parties of proper notice and an opportunity
to object.
* Here, given the lack of transparency and the complexities of
the proposed Plan, it will be impossible for creditors to
understand their position and rights even with a longer deadline
period.
Marathon's counsel:
Clay M. Taylor
M. Jermaine Watson
J. Robertson Clarke
BONDS ELLIS EPPICH SCHAFER JONES LLP
420 Throckmorton Street, Suite 1000
Fort Worth, Texas 76102
Tel: (817) 405-6900
Fax: (817) 405-6902
E-mail: Clay.Taylor@bondsellis.com
E-mail: Jermaine.Watson@bondsellis.com
E-mail: Robbie.Clarke@bondsellis.com
About Fieldwood Energy
Fieldwood Energy is a portfolio company of Riverstone Holdings
focused on acquiring and developing conventional assets, primarily
in the Gulf of Mexico region. It is the largest operator in the
Gulf of Mexico owning an interest in approximately 500 leases
covering over two million gross acres with 1,000 wells and 750
employees. Visit https://www.fieldwoodenergy.com for more
information.
Fieldwood Energy and its 13 affiliates previously sought Chapter 11
protection (Bankr. S.D. Texas Lead Case No. 18-30648) on Feb. 15,
2018, with a prepackaged plan that would deleverage $3.286 billion
of funded by $1.626 billion.
On Aug. 3, 2020, Fieldwood Energy and its 13 affiliates again filed
voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No.
20-33948). Mike Dane, senior vice president and chief financial
officer, signed the petitions.
At the time of the filing, Debtors disclosed $1 billion to $10
billion in both assets and liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as their legal
counsel, Houlihan Lokey Capital, Inc. as investment banker, and
AlixPartners, LLP as financial advisor. Prime Clerk LLC is the
claims, noticing and solicitation agent.
The first lien group employed O'Melveny & Myers LLP as its legal
counsel and Houlihan Lokey Capital, Inc. as its financial advisor.
The RBL lenders employed Willkie Farr & Gallagher LLP as their
legal counsel and RPA Advisors, LLC as their financial advisor.
Meanwhile, the cross-holder group tapped Davis Polk & Wardwell LLP
and PJT Partners LP as its legal counsel and financial advisor,
respectively.
On Aug. 18, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors. Stroock & Stroock & Lavan, LLP
and Conway MacKenzie, LLC serve as the committee's legal counsel
and financial advisor, respectively.
FIRST FLORIDA: Gets Cash Collateral Access on Interim Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, has authorized First Florida Living Options,
LLC to use cash collateral on an interim basis.
The Debtor is authorized to use cash collateral to pay:
(a) amounts expressly authorized by the Court, including
payments to the US Trustee for quarterly fees;
(b) the current and necessary expenses set forth in the
budget, plus an amount not to exceed 10% for each line item; and
(c) such additional amounts as may be expressly approved in
writing by Cambridge Realty Capital Ltd. of Illinois and the
Secretary of Housing and Urban Development.
The Debtor is directed to timely perform all obligations of a
debtor-in-possession required by the Bankrutpcy Code, Federal Rules
of Bankruptcy Procedure, and the orders of the Court. The Debtor
will provide Secured Creditors with replacement liens against cash
collateral to the same extent and with the same validity and
priority that existed pre-petition. The Debtor will maintain its
cash collateral at the same level that existed pre-petition and not
allow cash collateral to diminish.
Each creditor with a security interest in cash collateral will have
a perfected post-petition lien against cash collateral to the same
extent and with the same validity and priority as the pre-petition
lien, without the need to file or execute any document as may
otherwise be required under applicable non bankruptcy law.
Debtor will also maintain insurance coverage for its property in
accordance with the obligations under the loan and security
documents with the Secured Creditors.
A final hearing on the matter is scheduled for April 15, 2021 at
11:30 a.m.
A copy of the Order and the Debtor's three-month budget through May
2021 is available at https://bit.ly/3uZK04Z from PacerMonitor.com.
About First Florida Living Options, LLC
irst Florida Living Options LLC, formerly known as Surrey Place of
Ocala, conducts its business under the names Hawthorne Health and
Rehab of Ocala, Hawthorne Village of Ocala, and Hawthorne Inn of
Ocala. The company is based in Ocala, Fla.
First Florida Living Options filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 19-02764) on July 22, 2019. The petition was
signed by John M. Crock, vice president. The Debtor estimated $1
million to $10 million in both assets and liabilities as of the
bankruptcy filing.
Judge Jerry A. Funk oversees the case.
Johnson Pope Bokor Ruppel & Burns, LLP and Shawn Harrison
Associates, PLLC serve as the Debtor's bankruptcy counsel and
special counsel, respectively.
Michael Phillips has been appointed as patient care ombudsman.
FMT SJ LLC: Fairmont Hotel San Jose Expects to Reopen After 60 Days
-------------------------------------------------------------------
San Francisco CBS Local reports that the year-long COVID-19
pandemic has claimed another high profile Bay Area business -- San
Jose's landmark Fairmont Hotel has temporarily closed its door
while its parent company enters Chapter 11 bankruptcy.
FMT SJ LLC, the operator of the iconic hotel, filed for Chapter 11
reorganization Friday, March 5, 2021, temporarily closing the hotel
for as much as three months while it finds a management partner and
extends the existing mortgage debt.
The hotel abruptly ceased operations Friday, March 5, 2021,
relocating its few remaining guests to rooms at nearby hotels at
ownership’s expense.
"We know that by taking this difficult step, we will come back a
more vibrant hotel to the benefit of everyone in San Jose,
including the vitality of the city's downtown, nearby businesses,
and Silicon Valley conventions in a post-COVID-19 world," said Sam
Singer, the hotel's representative.
Singer said the hotel is expected to gear up for operations again
in roughly 60 to 90 days.
Additionally, Singer said the hotel has suffered from the impacts
of COVID-19. As a result of the pandemic, all conventions for 2020
and 2021 have been cancelled, and occupancy throughout the pandemic
has been less than 7 percent. The hotel lost at least $18 million
in 2020 and is projected to lose at least another $20 million in
2021, according to the hotel owner.
Singer said he is optimistic that the hotel's secured lender will
work cooperatively to ensure the hotel comes back stronger after
its reorganization and as the region and the nation come out of the
pandemic.
When the hotel reopens in mid-2021, ownership expects it will have
a new manager and brand; one with the ability and willingness to
infuse tens of millions of dollars of capital into the hotel and
its operations, and a robust pipeline of future convention business
for the hotel.
The impacts of the pandemic have been significant.
"The owner is committed to a process that will ensure the hotel's
long-term viability and drive business both to the hotel and to San
Jose's important downtown and convention center," Singer said.
The hotel is a landmark 805-room property at 170 South Market St.
The 20-story, two-tower hotel has 65,000 square feet of
state-of-the-art meeting and event space, three restaurants with
bars, a cafe bakery, a fitness center, and a rooftop pool and
gazebo. The hotel features grand ballrooms for large conferences
and conventions as well as intimate spaces for smaller gatherings.
About Fairmont Hotel San Jose
FMT SJ LLC operates San Jose Fairmont, a hotel in San Jose,
California.
FMT SJ LLC sought Chapter 11 protection (Bankr. D. Del. Case No.
21-10521) on March 5, 2021. Pillsbury Winthrop Shaw Pittman LLP is
the Debtor's counsel. Cole Schotz P.C. is the Debtor's local
counsel. Neil Demchick of Verity LLC is the Debtor's restructuring
officer.
:)
GATEWAY HOSPITALITY: To Seek Plan Confirmation on April 7
---------------------------------------------------------
Judge Robert H. Jacobvitz has conditionally approved the Disclosure
Statement of Gateway Hospitality, LLC, and set an April 7 hearing
to consider final approval of the Disclosure Statement and
confirmation of the Plan.
The deadline for filing and serving written objections to the
Disclosure Statement and for filing and serving written objections
to confirmation of the Plan is shortened to a fixed date of March
26, 2021.
March 26, 2021, at 5:00 p.m. MDT, is fixed as the last day to
submit written acceptances or rejections of the Plan to the
debtor's attorney.
A hearing to consider final approval of the Disclosure Statement
pursuant 11 U.S.C. Sec. 1125(f) and confirmation of the Plan will
be held before the Honorable Robert H. Jacobvitz on April 7, 2021,
at 1:30 p.m., in the Gila Courtroom, Fifth Floor, Pete V. Domenici
Federal Building and United States Courthouse, 333 Lomas Blvd. NW,
Albuquerque, New Mexico.
About Gateway Hospitality
Gateway Hospitality, LLC, was incorporated in January of 2020 under
the laws of the State of New Mexico. It is a single-member limited
liability company owned by Hitendra Bhakta. Gateway is a
single-use entity created to purchase a motel property in El Paso,
Texas.
The Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.M. Case No. 20-10879) on April 19,
2020, listing under $1 million in both assets and liabilities.
Michael K. Daniels, Esq. represents the Debtor as counsel.
GKS CORP: Court Approves Disclosure Statement
---------------------------------------------
Judge Elizabeth D. Katz has entered an order approving the
Disclosure Statement of GKS Corporation and setting a hearing for
April 14, 2021, to consider confirmation of the Plan.
April 7, 2021, at 5:00 p.m. (prevailing Eastern time) is fixed as
the deadline (i) for submission of ballots to accept or reject the
Plan, and (ii) for filing objections to confirmation of the Plan.
If any creditor seeks to challenge the disallowance of its claim
(in whole or part) for voting purposes by virtue of an objection
having been filed to its
claim, then such creditor shall file and serve a motion on or
before April 9, 2021
The deadline for the Debtor to object to claims for voting purposes
shall be March 31, 2021.
The hearing to consider confirmation of the Plan will take place on
April 14, 2021, at 2:00 p.m. prevailing Eastern time before the
Honorable Elizabeth D. Katz by Zoom Video Transmission. Details
regarding participation in the hearing are set forth in a separate
Order Regarding Hearing by Zoom Video Transmission.
As reported in the Troubled Company Reporter, the Plan is a
liquidating plan and does not contemplate the financial
rehabilitation of the Debtor or the continuation of its business.
Substantially all of the Debtor's assets have been sold since the
commencement of the Debtor's Chapter 11 case, and the Plan
contemplates that the net sale proceeds, together with the proceeds
of remaining unliquidated assets (primarily potential causes of
action of the bankruptcy estate), if any, will be distributed to
the Debtor’s creditors holding allowed claims against the
bankruptcy estate in the manner set forth in the Plan. The Plan
provides for allowed general unsecured claims to be paid pro rata
from funds held by the Plan Administrator after payment of
administrative expenses and other priority claims.
A full-text copy of the Liquidating Plan dated Jan. 11, 2021, is
available at https://bit.ly/2KjUpWA from PacerMonitor.com at no
charge.
About GKS Corporation
GKS Corporation -- http://www.theamericaninn.net/-- owns and
operates a continuing care retirement community and assisted living
facility for the elderly. It is a 50-acre country village setting
in Southwick, Mass., with easy access to healthcare services,
transportation, shopping and recreation.
GKS Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 19-30998) on Dec. 26,
2019. At the time of the filing, the Debtor listed between $1
million and $10 million in assets and $10 million and $50 million
in liabilities.
Michael J. Goldberg, Esq., at Casner & Edwards, LLP, is the
Debtor's legal counsel. OnePoint Partners, LLC, was approved to
provide Toby Shea as Chief Restructuring Officer for the Debtor.
GOGO INC: Senior VP Michael Bayer to Step Down
----------------------------------------------
Michael Bayer notified Gogo Inc. that he intends to step down from
his position as senior vice president, controller and chief
accounting officer effective Sept. 30, 2021. Jay Boykin, who has
been with the Company for 10 years, most recently serving as vice
president of Business Aviation Finance, will assume the role of
vice president and controller upon Mr. Bayer's departure. Jessica
Betjemann, who joined the Company in 2016 and currently serves as
senior vice president, corporate finance and FP&A, will expand her
responsibilities in her new role as senior vice president of
Finance and Accounting and will succeed Mr. Bayer as chief
accounting officer effective Sept. 30, 2021.
"I greatly appreciate Mike's outstanding leadership, tireless
dedication and many significant contributions to Gogo over the
years," said Barry Rowan, the Company's executive vice president
and chief financial officer. "Mike has been instrumental in
helping us design and maintain the internal controls and reporting
processes necessary to create long-term value for shareholders.
His accounting expertise and strong commitment to our shareholders
and employees have been invaluable on a day-to-day basis as well as
throughout the process of preparing for and executing the sale of
our commercial aviation business to Intelsat. While Mike is not
leaving until September, I want to take this opportunity to wish
Mike and his family all the best in the years ahead."
About Gogo Inc.
Gogo Inc. -- http://www.gogoair.com-- is an inflight internet
company that provides broadband connectivity products and services
for aviation. It designs and sources innovative network solutions
that connect aircraft to the Internet, and develop software and
platforms that enable customizable solutions for and by its
aviation partners. Gogo's products and services are installed on
thousands of aircraft operated by the leading global commercial
airlines and thousands of private aircraft, including those of the
largest fractional ownership operators. Gogo is headquartered in
Chicago, IL, with additional facilities in Broomfield, CO, and
locations across the globe.
Gogo Inc. reported a net loss of $146 million for the year ended
Dec. 31, 2019, compared to a net loss of $162.03 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$984.45 million in total assets, $1.63 billion in total
liabilities, and a total stockholders' deficit of $647.19 million.
* * *
As reported by the TCR on Sept. 4, 2020, Moody's Investors Service
changed Gogo Inc.'s outlook to positive from stable following the
company's announcement that it had agreed to sell its commercial
aviation (CA) business to Intelsat Jackson Holdings S.A.
Concurrently, Moody's affirmed Gogo's Caa1 corporate family rating.
As reported by the TCR on March 20, 2020, S&P Global Ratings placed
all of its ratings on Gogo Inc., including its 'CCC+' issuer credit
rating, on CreditWatch with negative implications. S&P placed its
ratings on Gogo on CreditWatch with negative implications because
the company does not have sufficient liquidity cushion to absorb a
significant and prolonged cut to global air travel.
GOOD DEED 317: Files Modifications to Reorganization Plan
---------------------------------------------------------
Good Deed 317, LLC, filed a First Modification to the Second
Amended Plan of Reorganization.
Article 4, Section 4.5 of the Plan shall be deleted in its entirety
and replaced with the following:
Class 5: Secured Claim of LV Atlanta, LLC
Class 5 consists of the first priority secured claim of LV
Atlanta, LLC ("LV"). As of February 1, 2021, LV holds a claim in
the total amount of $12,729,151.36 which includes principal
together with accrued and unpaid interest thereon, attorney's fees
and other costs (such amount owed to LV plus interest, fees, and
costs that are continuing to accrue and incur pursuant to the Class
5 Loan Documents (as defined below) shall be referred to herein as
the "Class 5 Secured Claim"). The Class 5 Secured Claim arises
pursuant to that certain Promissory Note and Loan Agreement dated
December 13, 2018. The Class 5 Secured Claim is secured by a first
priority lien on the Real Property (i.e. that certain real property
and improvements thereto located at 3133 Continental Colony
Parkway, Atlanta, Georgia) pursuant to a Deed to Secure Debt,
Assignment of Leases and Rents, Security Agreement and Fixture
Filing dated December 13, 2018 and recorded in the Fulton County,
Georgia land records on December 14, 2108 in Deed Book 59525, Page
61 et. seq. ("Security Deed"). Debtor's Real Property in which LV
holds a security interest as described in Security Deed also may be
referred to herein as the "Class 5 Collateral." The Promissory
Note, Loan Agreement and Security Deed and other ancillary
documents are referred to herein as the "Class 5 Loan Documents").
Article 4, Section 4.6 of the Plan shall be supplemented as
follows:
Pursuant to the Discounted Payoff Agreement attached hereto as
Exhibit "A" and as set forth in Class 5 of the Plan, it is
anticipated that the Class 5 Secured Claim shall be satisfied by
payment from Greenberg through a funding commitment from Arena
Investors, L.P. (or an affiliate thereof) ("Arena Funding"). The
Real Property will remain subject to a first position security
interest of Arena Investors, L.P. (or an affiliate thereof) in the
approximate amount of $12,500,000.00 (the "Arena Investors First
Position Lien"). The Class 6 Secured Claim shall be subordinate to
the Arena Investors First Position Lien.
Article 4, Section 4.8 of the Plan shall be deleted in its entirety
and replaced with the following:
After the Confirmation Date, but except in the event of a
default under Class 5 of the Plan, Debtor is authorized to sell or
refinance its assets free and clear of liens, claims and
encumbrances as set forth herein (the "Sale Procedures"). In the
event the applicable assets are subject to secured claims, Debtor
is authorized to sell or refinance such property for any amount (a
release amount) that is at least equal to the outstanding amount of
Allowed Secured Claims securing such property "Release Amount." The
Release Amount, after payment of customary closing costs including
broker fees and other items customarily attributed to the seller
(in a sale) and borrower (in a refinancing), shall be paid at
closing as follows: (i) first to cover any ad valorem property
taxes associated with the Real Property and (ii) then secured
claims in order of priority, to the extent of available proceeds.
Any net proceeds from any such sale available after closing shall
be paid to fund Debtor's other obligations as set forth in the
Plan.
The Bankruptcy Court shall retain jurisdiction to reopen the
Bankruptcy Case, if applicable, and resolve any disputes regarding
the Sale Procedures herein.
Attorney for the Debtor:
Cameron M. McCord
JONES & WALDEN LLC
Georgia Bar No. 143065
699 Piedmont Ave, NE
Atlanta, Georgia 30308
Tel: (404) 564-9300
About Good Deed 317
Atlanta-based Good Deed 317, LLC, is a single asset real estate
debtor (as defined in 11 U.S.C. Section 101(51B)).
On Oct. 29, 2020, Good Deed 317 sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-71227). Ozzie
Areu, manager, signed the petition. At the time of the filing, the
Debtor estimated assets of between $10 million and $50 million and
liabilities of the same range. Judge Paul Baisier oversees the
case. Jones & Walden, LLC, is the Debtor's legal counsel.
GREER FARMS: Court Confirms Plan, as Modified
---------------------------------------------
Judge Dale L. Somers has entered an order confirming the Plan of
Greer Farms, Inc.
Objections filed to the initial Joint Plan of Dec. 28, 2020, have
been resolved by the terms of the Amended Joint Plan.
The Plan is modified as follows:
* Section 4.02, Class 1 is modified to add as a last sentence:
"Nothing set forth in Section 8.12 or the Confirmation Order shall
be deemed to release or otherwise discharge Debtors, Scott M. Greer
or Debra D. Greer from their obligations under the MetLife Loan
Documents."
* Section 8.12 is modified to state:
Exculpation/Releases. Neither the Debtors, nor any of their
present or former employees, advisors, professional (including
attorneys and accountants) and agents, shall have or incur any
liability to any holder of a claim or any other party in interest,
or any of their respective agents, employees, representatives,
advisors, attorneys, or affiliates, or any of their successors or
assigns, for any act or Omission in connection with, relating to,
or arising out of the Bankruptcy case, or the formulation,
negotiation, or implementation of this Plan, including without
limitation, pursuant of confirmation, of this Plan. Confirmation of
this Plan will constitute an order releasing such parties from any
such asserted liability. This Section will not (i) apply to
fraudulent, willful or gross misconduct, (ii) limit the rights of
any creditors or parties in interest as to the treatment or
payments provided for in the Plan.
* Section 8.14 is modified to state:
Grace Period. Except as provided in Section 4.02, Class, the
Debtors will have a 30 day grace period on any payment due under
the Plan, before the same will be considered in default.
Each class of claims or interest has accepted the Plan. Although
some single-member classes have not voted, no creditor has objected
and such non-voting classes are deemed to have accepted.
With respect to Priority Claims, the Plan provides:
(a) with respect to a claim of a kind specified in Section
507(a)(2) the holder of each such claim will receive cash equal to
the allowed amount of such claim on the Effective Date.
(b) with respect to a claim of kind specified in Section
507(a)(1)(4), (5)(6), or (7), the Debtors have no such claims.
(c) with respect to claims of a kind specified in Section
507(a)(8) of the Bankruptcy Code, the holder of each such claim, to
the extent allowed, will receive on account of such claim regular
installment payments in cash as specified in Section
1129(a)(9)(c).
About Greer Farms
Jimmy G. Greer and Brenda K. Greer have been engaged in farming
most of their lives. In addition, Jim Greer is employed as a
trucker, and Brenda is employed by USD 283. Jim Greer is the sole
owner of Greer Farms. The Greers and Greer farms separately own
farm ground, all in Montgomery County, Texas.
On Sept. 28, 2020, Greer Farms sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Kansas Case No. 20-11214). At
the time of the filing, the Debtor disclosed $2,403,490 in assets
and $1,845,362 in liabilities.
Jimmy G. Greer and Brenda K. Greer also filed their own Chapter 11
petition (Bankr. D. Kan. Case No. 20-11212) on Sept. 28, 2020.
Judge Dale L. Somers oversees the cases.
Klenda Austerman, LLC and Yerkes & Michels, CPA, LLC serve as the
Debtors' legal counsel and accountant, respectively.
HANKEY O'ROURKE: IOFUS Says Amended Plan Still Unconfirmable
------------------------------------------------------------
IOFUS-FCC Holdings I, LLC ("IOFUS"), a secured creditor of Hankey
O'Rourke Enterprises, LLC, objects to the Second Amended Disclosure
Statement.
IOFUS points out that the Court should deny approval of the Amended
Disclosure Statement because it describes an Amended Plan which is
un-confirmable on its face and fails to provide adequate
information to creditors to make an informed judgment about the
Amended Plan.
IOFUS further points out that the Amended Plan is unconfirmable on
its face because it fails to properly classify the SBA, which if
properly classified as having both a secured and unsecured claim,
has a blocking position, and therefore the Amended Plan fails to
comply with 11 U.S.C. Sec. 1129(a)(10).
According to IOFUS, the Amended Disclosure Statement fails to
provide adequate information which would permit creditors to make
an informed judgment about the Amended Plan, including but not
limited to: (i) a clear valuation of the Debtor's sole asset, the
real property located at 109 Stockbridge Road, Great Barrington,
Massachusetts; (ii) the treatment of administrative claims, secured
claims and general unsecured claims; (iii) the status of real
estate taxes for the Property; and (iv) an explanation of how the
claims are paid in the event there is no sale or refinancing of the
Property.
IOFUS-FCC Holdings I, LLC:
Jonathan M. Hixon
Hackett Feinberg P.C.
155 Federal Street, 9th Floor
Boston, MA 02110
Tel. (617) 422-0200
Fax. (617) 422-0383
E-mail: jmh@bostonbusinesslaw.com
About Hankey O'Rourke
Hankey O'Rourke Enterprises LLC, a privately held company in Great
Barrington, Mass., filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. D. Mass. Case No. 19-30500) on June 21,
2019. In the petition signed by Juanita O'Rourke, manager, the
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities. The case is assigned to Judge Elizabeth D.
Katz. Shatz, Schwartz & Fentin, P.C., is the Debtor's counsel.
HOP-HEDZ INC: Unsecureds Will be Paid in Full in 36 Months
----------------------------------------------------------
Hop Hedz, Inc., filed a Chapter 11 Plan of Reorganization and a
Disclosure Statement.
Holders of allowed Class 5 general unsecured claims will receive a
distribution of interest only on the allowed amount of their
unsecured claim for 36 months at the rate of 6% per annum. At the
end of the 36 months, the unsecured creditors will receive an
interest in the Reorganized Debtor, as described in this Plan, or
at the Debtor's option may be paid in cash 100% of the allowed
amount of their unsecured claim.
After the filing of this case, the Debtor obtained a written
commitment from both the Hyde Park Cafe and the owner of the land
where the Hyde Park Cafe conducts business, to pay all monthly
amounts due to Allstate under the Plan so that the Debtor will have
no out of pocket expense on account of the restructured Allstate
mortgage.
Then, by virtue of rental totaling $3,000 per month, from three
tenants under written parking leases, the Debtor can easily make
the payments due to unsecured and other creditors under the Plan.
The Debtor's principal asset is the Property which the Debtor
believes has a fair market value of approximately $700,000. The
Debtor earned gross revenue of $9,000 in 2018, $9,000 in 2019, and
$9,000 in 2020. The Debtor earned gross revenue of $6,000 from
Jan. 1, 2021, through Feb. 28, 2021. The Debtor will not have to
pay any amount to Allstate under the Plan as did not receive any
loan proceeds and acted as a conduit for the Hyde Park Café to
receive funds from Allstate.
Class 4 secured claim of Allstate Funding Corp. The Debtor will
pay Allstate based on Allstate's Proof of Claim for $608,818.
Beginning on the first (1st) day of the calendar month immediately
following the Effective Date, and until a Final, non-appealable
Order establishing Allstate's allowed claim is entered, the Debtor
will pay to Allstate $4,439 as the monthly payment. This payment is
based on $608,818 amortized over 20 years at a 6% interest rate.
Class 4 is impaired.
The cash payments under this Plan have been and/or will be
generated from the Confirmation Deposit, the Monthly Payment
agreement with Hyde Park Café, LLC, the rents generated, the
capital contributed by Lewis Mustard, and cash on hand on the
Effective Date. The Debtor estimates there will be excess proceeds
exceeding $15,000 that will come into the estate to pay priority
and administrative claims.
Counsel for Debtor:
W. Bart Meacham, Esquire
Florida Bar No. 0043000
308 E. Plymouth St.
Tampa, FL 33603-5957
Tel: (813) 223-6334
Fax: (813) 425-6969
E-mail: wbartmeacham@yahoo.com
A copy of the Disclosure Statement is available at
https://bit.ly/3c3qkEB from PacerMonitor.com.
About Hop-Hedz
Hop-Hedz, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Florida Case No. 20-09249) on Dec. 20,
2020. At the time of the filing, the Debtor disclosed assets of
between $1 million to $10 million and liabilities between $500,000
to $1 million. W. Bart Meacham, Esq., is the Debtor's counsel.
HOSPITALITY WOODWORKS: Seeks Cash Collateral Access
---------------------------------------------------
Hospitality Woodworks LLC asks the U.S. Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, for authority to
use cash collateral on an emergency basis to continue its
operations in accordance with its proposed budget.
The Debtor requires authority to use Cash Collateral to avoid
immediate and irreparable harm to the estate.
The Debtor's principal, David Robinson, has over 32 years of
experience in the custom mill work industry, having built interiors
for over 180 restaurants and other commercial facilities. In March
2013, he formed the Debtor and began operating a business that
manufactures and installs custom furniture and millwork for
commercial interiors, working directly with local and national
companies that operate those facilities. For several years, the
Business ran smoothly, and the Debtor was successful, operating out
of a facility just south of downtown Atlanta in a space with
affordable rent.
In mid-2018, the space where the Debtor's facility was located was
purchased by a new owner, who decided to upgrade the property, and
sought rent nearly triple what the Debtor was previously paying,
with the rent going even higher in future years. The Debtor was
forced to relocate, moving to a new facility in early 2019. The
costs of moving the Debtor's manufacturing equipment were
significant, and despite assurances from employees that they would
be willing to commute to the new facility, nearly the entire staff
quit shortly after the move.
Due to these factors, the Debtor started to get behind on rent
payments, and was again forced to move to its current facility in
February 2020. Just as the Business was settling into its new
home, the COV1D-I9 pandemic struck, and has since wrought havoc on
the hospitality industry, causing many of the Debtor's clients to
put projects on hold. But there is a light at the end of the
tunnel. The President recently announced that all Americans should
have access to vaccinations by May, and the Debtor's clients are
planning projects for late 2021.
Given the Debtor's debt obligations, ineluding rent owed to its
current and former landlords, and extremely expensive debt incurred
through merchant cash advance accounts, the Debtor was forced to
file for chapter 11 protection to protect the going concern value
of the Business, weather the current storm, and reorganize its
balance sheet to enable the Debtor to meet its obligations during
the pendency of the case and upon emergence from chapter 11.
Certain entities including Cadence Bank, N.A., Wells Fargo Bank,
N.A., Kabbage, Inc., Direct Capital Financing, and Chanel Partners
Capital, LLC assert security interests in the Debtor's personal
property. As of the Petition Date, the Debtor believes the amount
owed to the Lenders is approximately S264.455. In addition, Kyle
Knight, a former partner of the principal of the Debtor, asserts a
security interest in the Debtor's property.
The Debtor recognizes that the Lenders may be entitled to adequate
protection of their interests in Cash Collateral (if any) within
the meaning of 11 U.S.C. sections 361 and 363. To the extent that
any interest that the Lenders may have in the Cash Collateral is
diminished, the Debtor proposes to grant the Lenders replacement
liens in post-petition collateral of the same kind, extent, and
priority as the liens existing pre-petition, except that the
Adequate Protection Liens will not extend to the proceeds of any
avoidance actions received by the Debtor or the estate pursuant to
chapter 5 of the Bankruptcy Code. The Lenders' interests in the
Debtor's Cash Collateral, to the extent they have any, are
adequately protected.
A copy of the motion is available at https://bit.ly/3eg6eJN from
PacerMonitor.com.
About Hospitality Woodworks LLC
Hospitality Woodworks LLC is a manufacturer and installer of custom
furniture and millwork commercial interiors, including upscale
restaurants, hotels, and convention centers, primarily in the
southeastern U.S., working directly with local and national
companies that operate those facilities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-51852) on March 5,
2021. In the petition signed by David Robinson, owner, the Debtor
disclosed up to $500,000 in assets and up to $1 million in
liabilities.
William A. Rountree, Esq. at Rountree, Leitman & Klein, LLC
represents the Debtor as counsel.
HOUSTON AMERICAN: Redeems Convertible Preferred Stock
-----------------------------------------------------
Houston American Energy Corp. announced the redemption of all
outstanding shares of its 12% Series A Convertible Preferred Stock
and 12% Series B Convertible Preferred Stock.
The Company funded the redemption of its preferred stock using
$1.97 million of proceeds from sales of common stock under its
At-the-Market Sales Issuance Agreement.
"Proceeds from the sale of shares under our ATM program has
positioned us to meet our expected capital requirements for the
foreseeable future while also providing adequate capital to redeem
our outstanding preferred stock, eliminating approximately $230,000
of annual dividend obligations. With our now simple debt-free
capital structure and cash on hand, we are well positioned to fund
our efforts to acquire, drill and develop prospects with a view to
growing our reserves and production," Houston American President
John Terwilliger said.
About Houston American Energy
Based in Houston, Texas, Houston American Energy Corp. is a
publicly-traded independent energy company with interests in oil
and natural gas wells, minerals and prospects. The company's
business strategy includes a property mix of producing and
non-producing assets with a focus on the Permian Basin in Texas,
Louisiana and Colombia.
Houston American reported a net loss attributable to common
stockholders of $2.75 million for the year ended Dec. 31, 2019,
compared to a net loss attributable to common shareholders of
$490,286 for the year ended Dec. 31, 2018. As of Sept. 30, 2020,
the Company had $9.12 million in total assets, $359,787 in total
liabilities, and $8.76 million in total shareholders' equity.
K & W CAFETERIAS: Unsecureds to be Paid in Full by June 2022
------------------------------------------------------------
K&W Cafeterias, Inc., filed a Plan and a Disclosure Statement.
The Debtor will continue to operate its restaurant business, and
the Debtor will assume the real estate leases and executory
contracts associated with most if not all of the Open Stores and
the Office. The Debtor will pay any arrearages or other costs
required by the Bankruptcy Code to assume such leases and contracts
(the "Cure Amounts") on the Effective Date, except that Cure
Amounts due on assumed leases with Allred Investment Company, LLC
or DGV, LLC will be included treated as Class 17 Claims and set off
against the other outstanding obligations owed to the Debtor.
Creditors holding Allowed Secured Claims (secured by liens on
equipment located at the Open Stores or certain vehicles) will be
paid in full, after credit for any collateral abandoned and
released, with interest and in regular installments as provided in
the respective loan documents until the remaining balance is paid
in full. These payments will be made from the Debtor-In- Possession
Account (the "DIP Account") as a cost of the continued restaurant
operations.
Truist Bank holds claims based upon (i) promissory notes from the
Debtor (the "K&W Loans"), (ii) the Debtor's guaranty of promissory
notes from Allred Investment Company, LLC (the "AIC Loans"), (iii)
the Debtor's guaranty of promissory notes from DGV, LLC (the "DGV
Loans"), in the aggregate amount of approximately $11 million
(collectively, the "Truist Loans").
The Truist Loans are cross-collateralized and secured by (i)
first-priority liens on certain real properties owned by Allred
Investment Company, LLC and DGV, LLC (the "Affiliate Real Estate")
and (ii) liens on certain tangible and intangible assets of the
Debtor, although certain liens are disputed by the Committee.
The Debtor, Truist Bank, Allred Investment Company, LLC ("AIC") and
DGV, LLC
("DGV" and together with AIC, the "Affiliates") negotiated an
agreement (the "Plan Support Agreement"), in which the parties
agreed to support a Plan which provides for the following:
* The Affiliates agreed, conditional upon confirmation and at the
Effective Date of the Plan, to market and sell the Affiliate Real
Estate to the extent necessary to pay (i) first, the remaining
balance of the AIC Loans and the DGV Loans, (ii) second, the
remaining balance of the K&W Loans, and (iii) third, any remaining
obligations of the Affiliates to the Debtor after setting off their
Class 17 Claims.
* Truist Bank agreed, conditional upon confirmation and at the
Effective Date of the Plan, to (i) release its liens on Estate
Property, (ii) consent to the treatment of the K&W Loans as
unsecured, and (iii) consent to payment of the Debtor's guaranty of
the AIC Loans and the DGV Loans from sales of the Affiliate Real
Estate and subordination of any unpaid balance to payment of
Allowed Unsecured Claims.
* The owners of certain whole life insurance policies issued in
1992 by The Guardian Life Insurance Company of America ("Guardian")
insuring the life of Donald C. Allred, agreed to terminate the
policies and direct the insurer to remit to the Debtor the
aggregate amount of premiums previously advanced by the Debtor in
the aggregate amount of approximately $2,992,930 (the "Premium Loan
Repayment").
* The Debtor agreed, conditional upon confirmation and at the
Effective Date of the Plan, to market and sell certain real
properties owned by the Debtor (the "Debtor Real Estate") to the
extent necessary to fund payment of all Allowed Claims.
The Debtor will establish a Plan Consummation Account for receipt
of net proceeds derived from the liquidation of Debtor Real Estate
and other Estate Property (other than sales in the ordinary course
as part of the restaurant operations), the Premium Loan Repayment
derived from the termination of certain life insurance policies,
and surplus funds on deposit at the Effective Date in the
Debtor-In-Possession Accounts (after reserving working capital not
to exceed $2,000,000 for restaurant operations).
Funds deposited in the Plan Consummation Account will be disbursed
only in payment of Allowed Administrative Expense Claims, Priority
Claims, Priority Tax Claims and Unsecured Claims. The Plan provides
for payment of all Allowed Claims by means of initial distributions
on the Effective Date of July 1, 2021, quarterly distributions to
the extent additional funds become available, and in full
(inclusive of interest) no later than June 30, 2022 except to the
extent otherwise agreed.
Classes 14 Unsecured Claims currently estimated in the aggregate
amount of $2,196,739 will be paid in full with interest. Allowed
Class 14 Claims will bear interest (i) at the Federal Judgment
Rate, compounded annually, from the Petition Date to the Effective
Date, and (ii) at the Till Rate (Prime Rate plus 1%) from the
Effective Date until paid in full. The Debtor will make
distributions to holders of Class 14 Claims from the Plan
Consummation Account commencing on the Effective Date and quarterly
thereafter as funds are available, Pro Rata and Pari Passu with
Class 1 and Class 13 Claims, until paid in full. All Allowed Class
14 Claims will be paid in full (inclusive of interest) on or before
June 30, 2022.
Counsel for the Debtor:
John A. Northen, NCSB #6789
Vicki L. Parrott, NCSB #25449
John Paul H. Cournoyer, NCSB # 42224
Northen Blue, LLP
Post Office Box 2208
Chapel Hill, NC 27515-2208
Telephone: 919-968-4441
jan@nbfirm.com
vlp@nbfirm.com
jpc@nbfirm.com
A copy of the Disclosure Statement is available at
https://bit.ly/3qgbU96 from PacerMonitor.com.
About K&W Cafeterias
K&W Cafeterias, Inc., a company based in Winston Salem, N.C., filed
a Chapter 11 petition (Bankr. M.D.N.C. Case No. 20-50674) on Sept.
2, 2020. Judge Benjamin A. Kahn presides over the case.
In the petition signed by Dax C. Allred, president, the Debtor
disclosed $30,085,274 in assets and $22,189,229 in liabilities.
The Debtor tapped Northen Blue, LLP as its bankruptcy counsel, and
Bell Davis & Pitt P.A. and Constangy Brooks Smith & Prophete LLP as
its special counsel.
William Miller, U.S. bankruptcy administrator, appointed a
committee to represent unsecured creditors in Debtor's Chapter 11
case. The committee is represented by Waldrep Wall Babcock &
Bailey, PLLC.
K3D PROPERTY: April 15 Disclosure Statement Hearing Set
-------------------------------------------------------
On Feb. 26, 2021, debtor K3D Property Services, LLC, filed with the
U.S. Bankruptcy Court for the Eastern District of Tennessee,
Southern Division, a Chapter 11 Plan of Reorganization and a
Disclosure Statement. On March 2, 2021, Judge Shelley D. Rucker
ordered that:
* April 15, 2021, at 11:00 a.m., is the telephonic hearing to
consider approval of the disclosure statement.
* April 9, 2021, is the last date to file and serve written
objections to the disclosure statement.
A full-text copy of the order dated March 2, 2021, is available at
https://bit.ly/3c9B8AX from PacerMonitor.com at no charge.
Attorneys for the Debtor:
THE FOX LAW CORPORATION, INC.
Steven R. Fox, CA SBN 138808
17835 Ventura Blvd., Suite 306
Encino, CA 91316
Tel: (818) 774-3545
E-mail: srfox@foxlaw.com
- and –
FARINASH & STOFAN
Amanda M. Stofan, SBN 024734
100 West M L King Blvd, Ste 816
Chattanooga, TN 37402
Tel: (423) 805-3100
E-mail: amanda@8053100.com
About K3D Property Services
K3D Property Services, LLC offers a variety of services, including
home remodeling, basement finishing, drywall installation and
finishing, tile installation, carpet installation, wall framing,
bathroom remodeling, kitchen remodeling, deck installation and
maintenance, interior and exterior painting, commercial painting,
wallpaper and popcorn ceiling removal, deck staining, concrete
floor coatings, and metal roof painting.
K3D Property Services filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 19
15361) on Dec. 23, 2019. The petition was signed by Kenneth Morris,
its managing member. At the time of the filing, the Debtor had
estimated $1 million to $10 million in both assets and
liabilities.
Judge Shelley D. Rucker oversees the case.
The Debtor tapped Farinash & Stofan and The Fox Law Corporation,
Inc. as bankruptcy counsel; The Law Offices of Stephan Wright PLLC
as special counsel; Lucove, Say & Co. as accountant; and Pointe
Commercial Real Estate, LLC as real estate broker.
KEIV HOSPITALITY: 2nd Amended Plan Headed to March 23 Hearing
-------------------------------------------------------------
Keiv Hospitality, LLC, filed a Second Amended Plan of
Reorganization and a corresponding Disclosure Statement.
The Bankruptcy Court has scheduled a Confirmation Hearing to
consider Confirmation of the Plan for March 23, 2021 at 11:00 am
(prevailing Central Time), at the courtroom of the Honorable
Jeffrey Norman, in the United States Bankruptcy Court for Southern
District of Texas, Houston Division, located at Bob Casey United
States Courthouse, Courtroom No. 403, Houston, Texas 77002. Any
objection to Confirmation of the Plan must be filed and served in
accordance with the Bankruptcy Rules and Bankruptcy Local Rules for
the Southern District of Texas no later than March 17, 2021.
Based upon the Debtor's estimated value of the hotel and personal
property of approximately $6.3 million, the Debtor believes
Deutsche Bank and the SBA are fully secured.
The Plan shall be implemented on the Effective Date. At the present
time, and subject to the negotiation and finalization of the Plan
Documents (and all documents relating thereto), the Debtor believes
that there will be sufficient funds, as of the Effective Date, to
pay in full the expected payments required under the Plan to
Holders of Allowed Administrative Claims as more fully set forth in
the Plan.
Holders of Claims in Classes 1, 2, 3 and 4 are Impaired under the
Plan, and will receive distributions on the Effective Date, or at
such other time as the Reorganized Debtor makes distributions in
accordance with their respective treatment under the Plan.
Specifically, Class 1 (Ad Valorem Tax Claims) shall receive payment
of their Allowed Claims over a period of 48 months at 12% interest.
Class 2 (Deutsche Bank) shall receive payment of its Allowed
Secured Claim, amortized over 30 years with a balloon payment due
on July 1, 2023 in accordance with the original loan documents, in
addition to lump sum payments by Ben Mousavi of Bank Post-Petition
Arrearage and Tax and Insurance Escrow Arrearage within 15 days
after the Effective Date. Class 3 (the SBA) will be paid in the
amount of $120,000 over time otherwise in accordance with the
original loan documents between the Debtor and the SBA. Class 4
(General Unsecured Claims) shall receive monthly payments over 5
years until such obligations are paid pursuant to terms and
conditions as more fully set forth in the Plan.
Holders of Class 5 Claims (Equity) will retain their interests in
the Debtor/Reorganized Debtor.
All parties holding liens shall retain such liens in the priority
as they existed on the Petition Date.
The Debtor will continue to operate its business in order to
generate cash flows to service costs of doing business,
administrative expenses, mortgage payments and interest payments
under obligations created in the Plan.
Attorneys for the Debtor:
Timothy L. Wentworth
OKIN ADAMS LLP
1113 Vine St., Suite 240
Houston, Texas 77002
Tel: 713.228.4100
Fax: 888.865.2118
E-mail: twentworth@okinadams.com
A copy of the Disclosure Statement is available at
https://bit.ly/3bmbTwg from PacerMonitor.com.
About Keiv Hospitality
Based in Katy, Texas, Keiv Hospitality, LLC, operates a Hampton Inn
and Suites hotel located at 22055 Freeway, Katy, Harris County,
Texas. Keivans Hospitality, Inc. operates a Hilton Garden Inn
hotel located at 2509 Texmati Drive, Katy, Harris County, Texas.
Keiv Hospitality and Keivans Hospitality sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-34408) on Sept. 1, 2020. Ben Mousavi, owner, signed the
petition.
At the time of the filing, Keiv Hospitality had estimated assets of
between $1 million and $10 million and liabilities of the same
range while Keivans Hospitality had estimated assets of between $10
million and $50 million and liabilities of between $1 million and
$10 million.
Judge Jeffrey P. Norman oversees the cases.
The Debtors tapped Okin Adams LLP as legal counsel and Moore Tax
Services, Inc. as accountant.
KEYSTONE FILLER: Court Confirms Plan as Modified
------------------------------------------------
Judge Robert N. Opel, II has entered an order that the Plan filed
by Keystone Filler & Mfg. Co. is confirmed, as modified.
Objections to claims and interests may be filed by the Debtor up to
120 days subsequent to the entry of the Plan Confirmation Order,
unless such date is extended by the Court.
Classes 4, 6, and 12 have voted to accept the Plan.
The Plan shall be deemed to be modified to provide that:
a. The deficiency Claim of Class 6 BMO Harris Bank, N.A., shall
be treated as a general Class 12 unsecured Claim.
b. The deficiency Claim of Class 9 TCF Equipment Finance will
be treated as a general Class 12 unsecured Claim.
c. In the event that the standard termination of the Debtor's
Defined Benefit Pension Plan is not completed by the Effective
Date, the Pension Plan is to be considered ongoing. Accordingly,
after the Effective Date, the Reorganized Debtor is responsible for
the Pension Plan, including finalizing the standard termination of
the Pension Plan, in compliance with ERISA and the Regulations
thereunder.
About Keystone Filler
Keystone Filler and Mfg. Co., a manufacturer of carbon-based
products, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Pa. Case No. 19-02014) on May 9, 2019. At the time of
the filing, Debtor disclosed assets of between $1 million and $10
million and liabilities of the same range. Judge Robert N. Opel II
oversees the case. Cunningham, Chernicoff & Warshawsky, P.C. is
Debtor's legal counsel.
LA DHILLON: Has March 12 Deadline to File Plan and Disclosures
--------------------------------------------------------------
Judge John S. Hodge has entered an order that La Dhillon
Investments, LLC is granted an extension of time of 14 days, until
March 12, 2021, in which to file its Chapter 11 Plan of
Reorganization and Disclosure Statement.
About La Dhillon Investments
La Dhillon Investments, LLC, based in Ruston, LA, filed a Chapter
11 petition (Bankr. W.D. La. Case No. 20-30840) on Sept. 14, 2020.
In the petition signed by Devinder Singh, owner, the Debtor was
estimated to have $0 to $50,000 in assets and $1 million to $10
million in liabilities. The Hon. John S. Hodge presides over the
case. Gold Weems Bruser Sues & Rundell, serves as bankruptcy
counsel to the Debtor.
LAPEER INDUSTRIES: Parties Extend Plan Filing Deadline to March 31
------------------------------------------------------------------
Judge Maria Oxholm has entered an order extending the deadline to
file a combined plan and disclosure statement for Lapeer
Industries, Inc., through and including March 31, 2021.
The order was entered pursuant to a stipulation signed by the
Debtor, the Official Committee of Unsecured Creditors and the U.S.
Trustee.
The parties also agreed that the deadline to return ballots on the
plan and file objections to final approval of the disclosure
statement and objections to confirmation will be extended through
and including April 28, 2021.
The deadline for professionals to file fee applications in the case
is extended to March 31, 2021.
About Lapeer Industries
Lapeer Industries, Inc., is a design, machining, and fabrication
company serving the automotive and defense industries. It provides
fabrication, automated welding, machining, painting, assembly and
kitting services.
Lapeer Industries sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-31375) on Aug. 5,
2020. The case was initially assigned to Judge Joel D. Applebaum.
On Aug. 13, 2020, the case was reassigned to Judge Phillip
Shefferly and was assigned a new case number (Case No. 20-48744).
At the time of the filing, the Debtor had estimated assets of less
than $50,000 and liabilities of between $10 million and $50
million.
Winegarden, Haley, Lindholm, Tucker & Himelhoch P.L.C. is the
Debtor's legal counsel.
LIVE PRIMARY: Purported Loan to be Recharacterized as Equity
------------------------------------------------------------
Judge Martin Glenn of the United States Bankruptcy Court for the
Southern District of New York sustained in part and overruled in
part, Live Primary, LLC's objection to Proof of Claim #8, which was
filed by Primary Member LLC.
Lisa Skye Hain is the Debtor's Chief Executive Officer and managing
member. In 2010 and 2011, Ms. Hain was a Founding Community
Manager of WeWork, a shared office space company similar to the
Debtor. While at WeWork, Ms. Hain met Joel Schreiber. Mr.
Schreiber was one of the investors in WeWork. He was also the
founder and CEO of Waterbridge Capital, a prominent real estate
investment firm in New York City. As described on the Waterbridge
website,
After Ms. Hain left WeWork, Mr. Schreiber contacted Ms. Hain and
indicated that if she ever wanted to start her own shared office
space company, he would be an investor. In 2015, Ms. Hain decided
to start her own shared office space company — Live Primary. She
spoke to Mr. Schreiber, and they agreed that the latter would
invest the $6,000,000 that Ms. Hain budgeted for the start-up of
the company, in exchange for a 40% membership interest in the
company. Ms. Hain and Daniel Orenstein would each receive a 30%
membership interest in exchange for their full-time employment by
the company. Mr. Schreiber provided a draft operating agreement
that called his investment a "loan" rather than a capital
contribution. PM was formed as "the vehicle for the Live Primary
project."
Ms. Hain received a salary from the Debtor. Neither PM nor Mr.
Schreiber received a salary or any other compensation. PM had no
involvement in day-to-day matters, and retained certain consent
rights relating to major decisions. Mr. Schreiber later became a
member of the Debtor's supervisory committee, which was formed
after the Noteholders became involved with the Debtor in 2019. Ms.
Hain and representatives of the Noteholders were also on the
supervisory committee.
On or about July 28, 2015, PM, Ms. Hain and Mr. Orenstein, as
members of Primary, LLC, each executed a Limited Liability Company
Agreement of Primary, LLC, as of July 28, 2015. According to the
First Operating Agreement, the aggregate capital contribution for
this start up business was only $1,000. PM's portion was $400.
Section 9 of the First Operating Agreement is titled "Capital
Contributions and Loans." Within that section, section 9.2 of the
First Operating Agreement contemplated that PM would make a single
"Loan" in multiple tranches totaling $6,000,000. While section 9.2
provided that the Loan may be memorialized by a Loan Agreement, it
mandated that each Disbursement under the Loan shall be evidenced
by a promissory note made by the Debtor in favor of PM. Section
10.2(c) provides that the Loan was required to be repaid in full
before any other distribution to its members.
After signing the First Operating Agreement, PM, Ms. Hain and Mr.
Orenstein found the space for the Debtor's first location at 26
Broadway, New York, New York. PM provided $3.7 million for the
development of the eighth floor at 26 Broadway. The balance of the
loan commitment was extended to include the development of the
eighth floor at 26 Broadway, along with the development of two
floors at 251 West 30th Street, New York, New York.
With the opening of the 26 Broadway location, the need for
developmental services was diminished. Given the diminished need
for developmental services, along with the partnership not working
as anticipated, Mr. Orenstein sought to amicably reduce his
membership share in the Debtor. In December of 2017, Mr.
Orenstein and the Debtor agreed that the Debtor would purchase Mr.
Orenstein's membership interest in the Debtor and that Mr.
Orenstein would no longer provide significant services to the
Debtor. That agreement became effective on December 15, 2017, with
the execution of the First Amendment to Limited Liability Company
Agreement of Live Primary, LLC. Section 9.2 remained the same.
By the time the Second Operating Agreement was effective,
$3,700,000 had been invested in the Debtor. After the Second
Operating Agreement, no funds were invested in the Debtor for
roughly a year. Toward the end of 2017, the Debtor signed a lease
for its second location and signed another lease for the expansion
of its facility at 26 Broadway. PM caused Waterbridge to
contribute $800,000 of the $6,000,000 investment obligation to the
Debtor, which was intended to be used as the security deposit for
the space that would become the Debtor's second location. Another
$1,500,000 (the remainder of the $6,000,000 requirement) was
forwarded to the Debtor, to be used for the improvement of the
second location's space and the improvement of the additional space
at 26 Broadway.
Ms. Hain met with David Kirshenbaum at a Global Workspace
Association event in the fall of 2018. In the spring of 2019,
Kirshenbaum contacted Skye Hain and said he had an investor in
Chicago who was interested in investing in the Debtor. After
reviewing the financial and legal structure of the Debtor, that
investor (Mike Balkin) and Kirshenbaum gathered a group of
investors which loaned $2.65 million to the Debtor.
On January 14, 2019, when the Additional Loan was made by
Kirshenbaum and his group, a First Amended and Restated Limited
Liability Company Agreement of Live Primary, LLC was executed. In
the Third Operating Agreement, section 8.2(b)(ix) was modified to
require the Manager (Ms. Hain) to obtain the unanimous written
approval of Kirshenbaum and all Class A Members in order to enter
into any transaction with a Member or executive officer level
employee.
Section 9.2 states that "PM shall advance funds from the Loan
within seventy-two (72) Business Hours after a request (a
"Disbursement Request") from the Managers, depositing same into the
Company's bank account[.]". Although section 9.2 of the Operating
Agreements states that PM shall make advances to the Debtor, PM
never did. PM does not and has never had a bank account. Instead,
all advances and repayments came from and were made by Waterbridge.
Waterbridge is another entity owned and controlled by Schreiber.
None of the operating agreements authorize Waterbridge to make any
"loans" to the Debtor on behalf of PM under section 9.2 or
otherwise, and no other documents authorize the Debtor to pay any
amount owed to PM directly to Waterbridge.
PM's POC alleges debt of $6,436,184 for "Loans extended to the
Debtor as per operating agreement." That amount includes the
Establishment and Operation Loan of $6,354,900 comprised of
$6,131,148 in principal and $223,752 in accrued interest. While PM
was required to provide loans totaling $6,000,000, it alleged that
it actually advanced $6,131,522.77 pursuant to section 9.2. In
addition to the Establishment and Operation Loan, the POC also
sought $81,284 for "Other Loans," comprised of $62,893 in principal
and $18,391 in accrued interest. The Other Loans accrue interest
at ten percent per annum. PM claimed to have made 14 of these
Other Loans to the Debtor totaling $569,892.81 with a claimed
balance due of $81,284.14 as of the Petition Date. According to
PM's summary of "Other Loans" in the POC, PM received payments
totaling $88,000 from the Debtor between July 13, 2019 and the July
12, 2020 Petition Date. However, PM received a $15,000 payment and
$25,000 payment within 90 days of the Petition Date.
The Debtor contended that the POC was filed without the
documentation required by the Bankruptcy Rules and related Official
Bankruptcy Forms that govern procedure within bankruptcy cases.
Section 9.2 specifically requires that "each disbursement under the
Loan shall be evidenced by a promissory note made by the Company in
favor of PM." According to the Debtor, the POC lacks prima facie
validity and PM therefore has the burden of proof in the
proceeding.
The Debtor argued that application of the AutoStyle Factors to the
facts of the chapter 11 case demonstrates that the Purported Loan
is in fact equity. The Debtor also argues that the "Other Loans"
are unauthorized loans made by Waterbridge (an entity other than
PM) that declined to file a proof of claim after its claim was
disputed by the Debtor.
The Debtor also contended that the Court should find that PM is not
a creditor of the estate because all payments by the Debtor were
made to Waterbridge. In particular, the only communications that
exist related to the "Other Loans" state that Waterbridge was
making those loans and that Waterbridge would be repaid.
Finally, the Debtor argued that, even if PM has a claim for debt
under the Purported Loan or the Other Loans, such claim must be
disallowed under 11 U.S.C Section 502(d) because PM is an insider
of the Debtor under 11 U.S.C. Section 101(31) and all transfers by
the Debtor to PM or Waterbridge within one year before the Petition
Date are avoidable preferences that have not been repaid.
PM argued that under the AutoStyle Factors and other
"countervailing factors" all militate against recharacterization.
PM also argues that it is not clear whether federal law or state
law provides the rule of decision for recharacterization. PM
explains that invoking state law, which PM argues would be Delaware
law in this case, would be the "death knell" of the objection.
Finally, PM argues that an adversary proceeding is required to
invoke the Court's equitable jurisdiction for recharacterization.
Judge Glenn found that PM has standing as a creditor to file a
Proof of Claim. "PM is essentially a shell company formed on the
same day as the Debtor was formed and has never had a bank account
to forward funds... There is also no dispute that the Debtor
received over $6,000,000 from Waterbridge. The conduct of the
parties can be reconciled with text of the Operating Agreements: PM
caused Waterbridge to advance the Purported Loan on its behalf.
The performance of PM's $6,000,000 obligation through Waterbridge
triggered PM's right to payment under the Operating Agreements.
Even if the Operating Agreements were unambiguous and required PM
to advance funds from its own bank account, that requirement was
effectively waived by the course of conduct of the Parties... In
fact, it is apparent that both parties failed to strictly comply
with the respective requirements imposed on them by the agreement.
The Debtor did not issue any promissory notes, which appears to be
a covenant made in favor of PM that was subsequently waived by PM.
The agreement is silent as to the timeline for creating the
required promissory note and as to delivery of the promissory note
to PM. It is undisputed that on multiple occasions PM failed to
comply with the requirement to advance funds within the seventy-two
business hours after a request. However, the Debtor continued to
make requests and Waterbridge continued to fund these requests to
the Debtor's account. The Debtor and PM each failed to enforce
their respective rights under the Operating Agreements. Any
requirement on PM to advance funds from its own bank account was
thus effectively waived. Applying Delaware law, the Court also
finds PM had a right to enforce the Other Loans... PM was intended
as the real party in interest as demonstrated by the Parties'
course of conduct. Indeed, the Debtor threatened to impose
penalties on PM pursuant to the Second Operating Agreement if
Waterbridge did not make certain advancements of funds... The fact
that PM would be liable for nonpayment of funds shows the Parties'
intent to keep PM as the creditor of the Other Loans. The Debtor
has failed to show otherwise.
Therefore, PM has standing as a creditor to assert the Proof of
Claim," Judge Glenn said.
Judge Glenn also found that PM had provided documentation
sufficient to satisfy its prima facie burden of proof. "The First
Amended Disclosure Statement identified 'Claim of Primary Member
LLC' as 'listed on the Amended Schedules in the amount of
$6,109,053.17, as shown by the Debtor's books and records'... The
exhibits submitted with the Proof of Claim include section 9.2 of
the Operating Agreements and a summary of all the advances made
pursuant to the Purported Loan, with dates and amounts... That
summary also indicates the advances made pursuant to the Other
Loans at the 10% interest rate... In the description of payments
made in the past year in the Debtor's Amended Schedules, the Other
Loans are also indicated to be a 'Long Term Loan Payable'...
Overall, the First Amended Disclosure Statement, the Amended
Schedules, the Debtor's books and records, and the exhibits
submitted with the Proof of Claim demonstrate that the Proof of
Claim is entitled to prima facie validity. While the Parties have
demonstrated an intent to make a loan in the Operating Agreements,
this factor is not dispositive of whether the Purported Loan should
be recharacterized as equity. PM has merely met its burden of
making a prima facie claim," Judge Glenn held.
Judge Glenn contended that an adversary proceeding is not required
under Bankruptcy Rule 7001(7). "The dispute is whether PM's
asserted claims, to the extent those claims exist, are actually
capital contributions. Although PM correctly notes that
recharacterization claims usually are made in the context of a
formal adversary proceeding, an adversary proceeding is not
required because recharacterization of debt does not fall under one
of the ten exclusive categories identified in Bankruptcy Rule 7001
that require an adversary proceeding... However, even if
recharacterization did fall within one of the Bankruptcy Rule 7001
categories, exceptions are made when the issue is addressed through
a plan... In determining whether a confirmed plan binds a
particular party, courts generally evaluate whether that party
received adequate notice that his rights would be modified by the
plan... PM is intimately familiar with the court proceedings and
has received ample notice of the provisions seeking to
recharacterize the Purported Loan in the Chapter 11 Plan of
Reorganization," he contended further.
Finally, Judge Glenn found that the application of the AutoStyle
Factors to the Purported Loan weighs in favor of
recharacterization. The Court looked to these AutoStyle Factors to
ascertain the intent of the Parties:
(1) the names given to the instruments, if any, evidencing the
indebtedness;
(2) the presence or absence of a fixed maturity date and
schedule of payments;
(3) the presence or absence of a fixed rate of interest and
interest payments;
(4) the source of repayments;
(5) the adequacy or inadequacy of capitalization;
(6) the identity of interest between the creditor and the
stockholder;
(7) the security, if any, for the advances;
(8) the corporation's ability to obtain financing from outside
lending institutions;
(9) the extent to which the advances were subordinated to the
claims of outside creditors;
(10) the extent to which the advances were used to acquire
capital asset; and
(11) the presence or absence of a sinking fund to provide
repayments.
Judge Glenn found that all the factors weighed in favor of
recharacterizing the Purported Loan as equity.
"Conclusory assertions that the Parties intended to make a loan at
the time the First Operating Agreement was signed cannot be
substituted for some concrete demonstration of formal loan
documentation and enforcement of rights as a lender. The analysis
of the objective AutoStyle Factors is relevant to whether the
relationship between the Parties was one of a debtor and creditor.
The failure to issue any promissory notes, the absence of fixed,
realistic dates for repayment, the de minimis interest rate, the
subordination of the Purported Loan to other debt, the lack of any
security or sinking fund, and the use of advances for initial
operating expenses rate all reveal the economic reality that the
Purported Loan functioned as equity. Accordingly, this Court
GRANTS the requested relief of recharacterization of the Purported
Loan as equity. Additionally, the Court SUSTAINS the Debtor's
objection and disallows the POC with respect to the Other Loans
because PM received a $40,000 avoidable transfer within 90 days of
the Petition Date, which PM has not repaid," Judge Glenn
concluded.
The case is In re: LIVE PRIMARY, LLC, Chapter 11, Debtor, Case No.
Case No. 20-11612 (MG) (Bankr. S.D.N.Y.). A full-text copy of the
Memorandum Opinion and Order, dated March 1, 2021, is available at
https://tinyurl.com/y7e3x3tp from Leagle.com.
Live Primary, LLC is represented by:
Sanford P. Rosen, Esq.
Christine McCabe Dehney, Esq.
ROSEN & ASSOCIATES, P.C.
747 Third Avenue
New York, NY 10017-2803
Tel: (212) 223-1100
Email: srosen@rosenpc.com
cmccabedehney@rosenpc.com
Primary Member LLC is represented by:
Neal Rosenbloom, Esq.
Kevin Nash, Esq.
Daniel Goldenberg, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway
New York, NY 10036
Tel: (212) 221-5700
Email: nrosenbloom@gwfglaw.com
knash@gwfglaw.com
Noteholders are represented by:
Daniel Weiner, Esq.
Howard Borin, Esq.
Bob Polatidis, Esq.
Michael Balkin, Esq.
David Kirshenbaum, Esq.
SCHAFER AND WEINER, PLLC
40950 Woodward Avenue
Suite 100
Bloomfield Hills, MI 48304
Tel: (248) 540-3340
Email: DWeiner@schaferandweiner.com
HBorin@schaferandweiner.com
The Office of the United States Trustee is represented by:
Shannon Anne Scott, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
201 Varick Street, Room 1006
New York, NY 10014
Tel: (212) 510-0500
Email: shannon.scott2@usdoj.gov
About Live Primary LLC
Live Primary -- https://liveprimary.com/ -- which conducts business
under the name Primary, is a co-working and shared office space
featuring an array of amenities designed to help people feel good
while working to make their businesses thrive.
Live Primary sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 20-11612) on July 12, 2020. At the
time of filing, the Debtor had estimated assets of $1 million to
$10 million and estimated liabilities of $10 million to $50
million.
The case is assigned to Judge Martin Glenn.
Sanford P. Rosen, Esq. of Rosen and Associates PC is the Debtor's
counsel.
David Kirshenbaum as representative for the noteholders is
represented by Daniel J. Weiner, Esq., at Schafer & Weiner, PLLC.
Broadway 26 Waterview, LLC, the Debtor's landlord, is represented
in the case by Jay B. Itkowitz, Esq., at Itkowitz PLLC.
LRJ GLOBAL: Court Conditionally Approves Disclosure Statement
-------------------------------------------------------------
Judge Edgar A. Godoy has entered an order that the Disclosure
Statement of LRJ Global Quality Concrete Inc is conditionally
approved.
Acceptances or rejections of the Plan may be filed in writing by
the holders of all claims on/or before 14 days prior to the date of
the hearing on confirmation of the Plan.
Any objection to the final approval of the Disclosure Statement
and/or the confirmation of the Plan shall be filed on/or before 14
days prior to the date of the hearing on confirmation of the Plan.
The hearing on final approval of the disclosure statement and the
confirmation of the plan and of such objections scheduled for May
27, 2021, at 1:30 p.m. is hereby rescheduled for May 13, 2021, at
1:30 P.M. via Microsoft Teams.
About LRJ Global Quality
LRJ Global Quality Concrete, Inc., owns the 3,930.39-sq/mts Light
Industrial real property located at Almacigo Bajo Ward, State Road
371, Km L8, Yauco, Puerto Rico, with a steel commercial building.
LRJ Global Quality Concrete, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 19-06780) on Nov. 19, 2019,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Nydia Gonzalez, Esq., at the Law Office of
Santiago & Gonzalez Law, LLC.
MALLINCKRODT PLC: Matter to Proceed to Appellate Process
--------------------------------------------------------
Judge Mary Pat Thynge of the United States District Court for the
District of Delaware recommended the withdrawal of the matter
between Appellants Mallinckrodt PLC, its affiliated Debtors, and
Appellees City of Rockford, et al., from mandatory referral for
mediation and that the case proceed through the appellate process
of the Court.
"The court conducted an initial review, which included information
from counsel, to determine the appropriateness of mediation in this
matter... as a result of the above screening process, the issues
involved in this 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.
Although one party has some interest in mediation, the other does
not believe that mediation would lead to a consensual resolution of
this matter. As a result, the parties, without waiving any rights
or arguments, requested this appeal be removed from mandatory
mediation," Judge Thynge held.
The Parties propose the following briefing schedule be entered:
Appellants' Opening Brief April 14, 2021
Appellees' Response Brief May 14, 2021
Appellants' Reply Brief June 1, 2021
The case is In re: MALLINCKRODT PLC, et al., Chapter 11, Debtors.
CITY OF ROCKFORD, et al., Appellants, v. MALLINCKRODT PLC, et al.,
Appellees, Case No. Case No. 20-12522 (JTD), C. A. No. 21-167-LPS
(D. Del.). A full-text copy of the Recommendation, dated March 1,
2021, is available at https://tinyurl.com/sarn9f6a from
Leagle.com.
About Mallinckrodt PLC
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. On the Web:
http://www.mallinckrodt.com/
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 U.S. Trustee for Region 3 appointed an
official committee of opioid related claimants. The OCC tapped
Akin Gump Strauss Hauer & Feld LLP as its lead counsel, Cole Schotz
as Delaware co-counsel, Province Inc. as financial advisor, and
Jefferies LLC as investment banker.
MD AUDIO: Seeks Approval to Hire Bankruptcy Counsel
---------------------------------------------------
MD Audio Engineering, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire the Law Offices
of the General Counsel, P.A. as its bankruptcy counsel.
The firm will render these services:
a. advise the Debtor with respect to its powers and duties
and the continued management of its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. trustee's operating guidelines and
reporting requirements and with the rules of the court;
c. prepare legal documents;
d. protect the interest of the Debtor in all matters pending
before the court;
e. represent the Debtor in negotiations with creditors in the
preparation of a Chapter 11 plan.
General Counsel will be paid at these rates:
Andres Montejo $350 per hour
Sherri B. Simpson $350 per hour
Paralegal $200 per hour
Legal Assistants $125 per hour
The firm received an initial retainer in the amount of $15,000.
Andres Montejo, Esq., at General Counsel, disclosed in court
filings that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Andres Montejo, Esq.
Law Offices of the General Counsel, P.A.
6157 NW 167 Street, Unit F-21
Miami, FL 33015
Phone: 305-817-3677
Fax: 305-675-0666
Email: info@andresmontejolaw.com
About MD Audio Engineering
MD Audio Engineering, Inc., a Florida-based electronics
manufacturer, filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Fla. Case No. 21-11394) on Feb. 12, 2021. MD Audio President
Jose Telle signed the petition. In the petition, the Debtor
disclosed total assets of $2,248,219 and total Liabilities of
$2,677,971.
The bankruptcy case is handled by Judge Jay A. Cristol.
The Law Offices of the General Counsel, P.A. serves as the Debtor's
bankruptcy counsel.
MEDLEY LLC: Case Summary & 6 Unsecured Creditors
------------------------------------------------
Debtor: Medley LLC
280 Park Avenue
6th Floor East
New York, NY 10017
Business Description: Medley LLC, through its direct and indirect
subsidiaries, including Medley Capital LLC,
is an alternative asset management firm
offering yield solutions to retail and
institutional investors. The Company
provides investment management services to a
permanent capital vehicle, long-dated
private funds, and separately managed
accounts, and serves as the general partner
to the private funds. The Debtor is
headquartered in New York City and
incorporated in Delaware.
Chapter 11 Petition Date: March 7, 2021
Court: United States Bankruptcy Court
District of Delaware
Case No.: 21-10526
Debtor's
Local
Delaware
Counsel: Eric J. Monzo, Esq.
Brya M. Keilson, Esq.
MORRIS JAMES LLP
500 Delaware Avenue, Suite 1500
Wilmington, Delaware 19801
Tel: (302) 888-6800
Fax: (302) 571-1750
Email: emonzo@morrisjames.com
bkeilson@morrisjames.com
Debtor's
General
Bankruptcy
Counsel: Robert M. Hirsh, Esq.
Eric Chafetz, Esq.
Phillip Khezri, Esq.
LOWENSTEIN SANDLER LLP
1251 Avenue of the Americas
New York, New York 10020
Tel: (212) 262-6700
Fax: (212) 262-7402
Email: rhirsh@lowenstein.com
E-mail: echafetz@lowenstein.com
E-mail: pkhezri@lowenstein.com
Debtor's
Investment
Banker and
Financial
Advisor: B. RILEY SECURITIES, INC.
Debtor's
Special
Counsel: EVERSHEDS SUTHERLAND (US) LLP
Debtor's
Claims &
Noticing &
Balloting
Agent: KURTZMAN CARSON CONSULTANTS LLC
Debtor's
Disbursing
Agent: DELAWARE TRUST
https://www.kccllc.net/medley
Total Assets as of March 2, 2021: $5,422,369
Total Debts as of March 2, 2021: $140,752,116
The petition was signed by Richard T. Allorto, Jr., chief financial
officer.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/DFGP7JY/Medley_LLC__debke-21-10526__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Six Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. U.S. Bank National Medley LLC $69,000,000
Association, Trustee, 7.25% Unsecured
Registrar and Paying Agent Notes Due
for Medley LLC Unsecured Debt Jan. 30, 2024
Securities One Federal Street,
3rd Floor Boston, MA 02110
Steven Gomes, Vice President
Tel: (617) 603-6549
E-mail: steven.gomes@usbank.com
2. U.S. Bank National Medley LLC $53,600,000
Association, Trustee, 6.875% Unsecured
Registrar and Paying Agent Notes Due August 15,
for Medley LLC Unsecured Debt 2026
Securities One Federal Street
3rd Floor Boston, MA 02110
Steven Gomes, Vice President
Tel: (617) 603-6549
E-mail: steven.gomes@usbank.com
3. Strategic Capital $7,700,000
Advisory Services, LLC
695 Town Center Drive
Suite 600 Costa Mesa, CA 92626
Kenneth Jaffe, President
Tel: (657) 383-9640
E-mail: KJaffe@scadvisoryservices.com
4. NYSE Market (DE), Inc. $70,000
Intercontinental Exchange
11 Wall Street, 15th Floor
New York, NY 10005
Kerri Ramirez, Senior Manager
Tel: 212.656.5589
E-mail: Kerri.Ramirez@nyse.com
E-mail: Accountsreceivable@theice.com
5. American Express Trade Vendor $1,323.975
World Financial Center
200 Vessey Street
New York, NY 10285
Tel: 800.472.9297
6. Royce Solomon, et al. v. Pending Lawsuit Unknown/
American Web Loan, Inc., et al. Unliquidated
c/o Kathleen Mary Donovan-Maher,
Lead Attorney – For Notice Purposes Only
Berman Tabacco
One Liberty Square Boston, MA 02109
Kathleen Mary Donovan-Maher
Tel: 617.542.8300
E-mail: kdonovanmaher@bermantabacco.com
Leonard Anthony Bennett,
Lead Attorney – For Notice Purposes Only
Consumer Litigation Associates
763 J Clyde Morris Boulevard, Suite 1A
Newport News, VA 23601
Leonard Anthony Bennett
Tel: 757.930.3662
E-mail: lenbennett@clalegal.co
Matthew Bernard Byrne,
Lead Attorney – For Notice Purposes Only
Gravel & Shea PC
76 St. Paul Street,
7th Floor Burlington, VT 05402-0369
Matthew Bernard Byrne
Tel: 802.658.0220
E-mail: mbyrne@gravelshea.com
MICHELLE RUTH CASH: Count VI of Third Amended Complaint to Remain
-----------------------------------------------------------------
Judge S. Martin Teel, Jr. of the United States Bankruptcy Court for
the District of Columbia issued his Supplemental Memorandum
Decision, which supplemented his Order which rejected Michelle Ruth
Cash's estoppel arguments seeking dismissal of Counts I through V
and Count VII of the Third Amended Complaint; dismissed Count VI
insofar as it asserted a breach of contract claim; ordered the
parties to submit briefs on whether the court ought to dismiss
Count VI as to the equitable remedy of a vendor's lien; and ordered
Michael A. Jackson to assert any other equitable remedies he wished
to pursue under Count VI.
Ms. Cash contended that Mr. Jackson may not assert a vendor's lien
because Ms. Cash is not in default of the Secured Agreement,
because the three-year statute of limitations bars the imposition
of a vendor's lien, and because Jackson has unclean hands. Ms.
Cash also contended in the alternative that if the court does grant
a vendor's lien, such lien should only extend to the amount of the
outstanding mortgage and that the vendor's lien should be reduced
to the extent that Ms. Cash continues to pay the first mortgage
loan secured by the Property.
"Cash contends that a three-year statute of limitations would apply
to a vendor's lien because a vendor's lien goes toward recovering
the debt, not the property, and, accordingly, a vendor's lien is
not a recovery of land under D.C. Code Section 12-301(1) for which
there is a 15-year statute of limitations. Cash is correct that a
vendor's lien attaches to secure payment of a debt, and is not
expressed as a right to recover land. However, Cash is incorrect
that the three-year statute of limitations applicable to suing on a
contractual debt applies to enforcing a vendor's lien...
Accordingly, in the District of Columbia, a vendor's lien enjoys
the same statute of limitations as recovery in land causes of
action. It has not been 15 years since Jackson's cause of action
arose. Therefore, the right to recover under the theory of a
vendor's lien is not barred by the statute of limitations," Judge
Teel said.
"Cash asserts that the court should not grant a vendor's lien
because Jackson does not have clean hands. Cash asserts that
Jackson thwarted Cash's attempts to refinance the property by
refusing to provide the relevant loan information. This is again an
issue of fact that cannot be decided on a motion to dismiss," Judge
Teel said further.
"Cash asserts that if the court imposes a vendor's lien, it should
be fashioned to extend only to the amount of the outstanding
mortgage... To determine the extent of the vendor's lien would
require findings of fact, particularly with respect to the effect
of Jackson's allegations regarding Cash having an obligation to
reimburse Jackson for his $8,776.50 of second mortgage payments.
Therefore, the court cannot at this time hold that the vendor's
lien would only extend to what remains on the first mortgage. It
is not possible on the current record to determine whether Jackson
would succeed on a claim to enforce a vendor's lien, but no reason
has been presented to bar him from asserting the claim and
presenting any evidence in support of the vendor's lien remedy he
may have. Therefore, there is no reason to dismiss Count VI to the
extent it is a claim for a vendor's lien," Judge Teel explained.
Judge Teel determined that three of his prior rulings needed to be
modified:
(1) The Court previously dismissed the breach of contract
claim as time-barred by the three-year statute of limitations, and
viewed only the vendor's lien remedy as still in play. However,
that ruling focused on only two breach of contract claims: the
claim relating to the failure to pay the $15,000 obligation, and
the claim relating to the failure to refinance by February 1, 2009.
The court failed to note that Count VI incorporated the earlier
allegation of the Third Amended Complaint alleging that Cash has
not made a payment on the first mortgage since December 2016. A
breach of contract claim based on the failure to make those
payments would not be barred by the three-year statute of
limitations. In addition, if Cash first became able to refinance
on a date within three years prior to the commencement of the
adversary proceeding on May 19, 2017, or after that date, a claim
based on her breach of the obligation to refinance would not be
barred by the statute of limitations. Accordingly, the Court will
direct that Count VI remains pending as to any breach of contract
claim that arose from a failure to make a monthly first mortgage
payment that came due after December 2016, and any contract claim
that arose from any failure to refinance occurring after Cash first
was able to refinance on a date on or after May 19, 2014.
(2) The Court dismissed Cash's motion for partial summary
judgment seeking dismissal of Count VI as mooted by the dismissal
under Rule 12(b)(6) of Count VI with respect to breach of contract
claims. In light of the foregoing revision of the ruling on the
motion to dismiss, some breach of contract claims remain and the
motion for partial summary judgment was not moot. Accordingly,
Cash's motion for partial summary judgment ought not have been
dismissed as moot. For the following reasons, Cash's motion for
partial summary judgment ought to be denied instead. There was the
failure to make three payments of $1,990.97 each on the first
mortgage in June and July 2017, and a claim regarding that failure
would not have been barred by the three-year statute of
limitations. In addition, although Jackson's answers to
interrogatories failed to identify any other payments he had made,
the Third Amended Complaint alleged that after December 31, 2016,
Cash failed to make payments on the first mortgage. Cash's motion
for summary judgment does not establish that she made the first
mortgage monthly payments after December 31, 2016, only that
Jackson has not shown that he made any of those payments (other
than the three payments of $1,990.97 each). In other words, there
may be monthly first mortgage payments that came due after December
2016 that neither Cash not Jackson paid. That too requires denial
of Cash's motion for partial summary judgment.
(2) by way of summary judgment, the court ordered that "Count
IV of the plaintiff's Third Amended Complaint to Recover
Fraudulently Acquired Property, insofar as it is based on the same
acts as the plaintiff's breach of contract claim, is dismissed with
prejudice as time-barred by the statute of limitations." To the
extent that the breach of contract claims are to remain pending as
to certain acts, I will direct that Count IV will remain pending as
to the same acts.
Judge Teel ordered:
(a) that to the extent that Jackson is requesting to assert a
claim of a purchase money mortgage as an equitable remedy under
Count VI of the complaint, that request is denied;
(b) that with respect to Cash's Motion to Dismiss, Count VI is
dismissed with prejudice as to any equitable claims except that it
is not dismissed with respect to its implicit assertion of a
vendor's lien claim;
(c) that the prior dismissal of Count VI with respect to
breach of contract claims is revised to provide that Count VI is
not dismissed with respect to any breach of contract claim that
arose from:
(x) a failure to make a payment of a monthly mortgage
payment that came due after December 2016; or
(y) a failure to refinance occurring after Cash first was
able to refinance on a date on or after May 19, 2014;
(d) that the court's prior order regarding Count IV is revised
to provide that Count IV of the plaintiff's Third Amended Complaint
is dismissed with prejudice as time-barred by the statute of
limitations except for those unjust enrichment claims relating to
acts for which the breach of contract claims in Count VI are not
time-barred; and
(e) that the court's prior order dismissing Cash's motion for
partial summary judgment as to Count VI as moot is revised to
provide that Cash's motion for partial summary judgment as to Count
VI is denied instead of being dismissed as moot.
The case is In re MICHELLE RUTH CASH, Chapter 11, Debtor. MICHAEL A
JACKSON, Plaintiff, v. MICHELLE RUTH CASH, Defendant, Case No.
16-00663, Adversary Proceeding No. 17-10018 (Bankr. D.D.C.). A
full-text copy of the Supplemental Memorandum Decision, dated March
1, 2021, is available at https://tinyurl.com/4xuudfsk from
Leagle.com.
About Michelle Ruth Cash
The bankruptcy case is in re: MICHELLE RUTH CASH, Chapter 11,
Debtor, Case No. 16-00663 (Bankr. D.D.C.).
Michael A Jackson, Plaintiff, represented by Clarissa Thomas,
CTEDWARDS, PC.
Michelle Ruth Cash, Defendant, represented by Jeffrey L. Tarkenton
-- jeffrey.tarkenton@wbd-us.com -- Womble Bond Dickinson (US) LLP.
MILLENIUM 47C: Seeks Approval to Hire Joel M. Aresty as Counsel
---------------------------------------------------------------
Millenium 47C, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire Joel M. Aresty, PA to
handle its Chapter 11 case.
The firm will render these legal services:
(a) advise the Debtor regarding its powers and duties in the
continued management of its business operations;
(b) advise the Debtor regarding its responsibilities in
complying with the U.S. trustee's operating guidelines and
reporting requirements and with the rules of the court;
(c) prepare legal documents;
(d) protect the interest of the Debtor in all matters pending
before the court; and
(e) represent the Debtor in negotiation with its creditors in
the preparation of a Chapter 11 plan.
The firm will be compensated at the rate of $440 per hour and will
be reimbursed for work-related costs. It requested an upfront
payment of $2,000 for costs and $3,000 for the filing fee.
Joel Aresty, Esq., disclosed in court filings that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The attorney can be reached at:
Joel M. Aresty, Esq.
Joel M. Aresty, PA
309 1st Ave.
Tierra Verde, FL 33715
Telephone: (305) 904-1903
Facsimile: (800) 899-1870
Email: Aresty@Mac.com
About Millenium 47C
Millenium 47C, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-11713) on Feb 23. 2021. Anastasio Lorente, manager, signed the
petition. At the time of the filing, the Debtor had estimated
assets of less than $50,000 and liabilities of between $1 million
and $10 million.
Judge Laurel M. Isicoff oversees the case.
Joel M. Aresty, PA serves as the Debtor's legal counsel.
MOBITV INC: March 10 Deadline Set for Panel Questionnaires
----------------------------------------------------------
The United States Trustee is soliciting members for an unsecured
creditors committee in the bankruptcy case of MobiTV Inc.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a Questionnaire
available at https://bit.ly/3bgT5hR and return it to o
Benjamin.A.Hackman@usdoj.gov at the Office of the United States
Trustee so that it is received no later than 4:00 p.m., on March
10, 2021.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About MobiTV, Inc.
Founded in 2000, MobiTV is the first company to bring live and
on-demand television to mobile devices and is a leader in
application-based television and video delivery solutions. MobiTV
provides end-to-end internet protocol streaming television services
("IPTV") via a proprietary cloud-based, white-label application.
On March 1, 2021, MobiTV Inc. and MobiTV Service Corporation filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10457).
MobiTV Inc. estimated at least $10 million in assets and $50
million to $100 million in liabilities as of the filing.
FTI Consulting, Inc. and FTI Capital Advisors LLC have been
retained as the Company's financial advisor and investment banker
to assist in negotiation of strategic options. Pachulski Stang
Ziehl & Jones LLP and Fenwick & West LLP are serving as the
Company's legal advisors. Stretto is the claims agent, maintaining
the page https://cases.stretto.com/MobiTV
MONROE SUBWAYS: Seeks Use of Cash Collateral
--------------------------------------------
Monroe Subways The Beach, Inc. asks the U.S. Bankruptcy Court for
the Middle District of Florida, Tampa Division for authority to use
cash collateral on an interim and final basis.
The Debtor requires the use of cash collateral to maintain its
business operations and preserve value of the Debtor's estate,
thereby avoiding direct, immediate and irreparable harm.
Susquehanna Commercial Finance, Inc. may claim a security interest
in all assets including accounts by virtue of a UCC-1 financing
statement filed August 25, 2015 with the Florida Secured
Transaction Registry as Number 201504806172.
U.S. Bank Equipment Finance a division of U.S. Bank. National
Association may also claim a security interest in some of the
Debtor's accounts by virtue of a UCC-1 financing statement filed
July 16, 2019 with the Florida Secured Transaction Registry as
Number 201909146895.
If enforceable, properly perfected and valid the SCF and US Bank's
UCCs could possibly encumber the Debtor's Cash Collateral. However,
in making this Motion the Debtor neither acknowledges nor contests
US Bank or SCF having perfected, valid liens or security interests
upon any of the assets of the Debtor and expressly reserves its
rights to later do so.
As adequate protection, the Debtor proposes:
A. All income derived from the business operations of the
Debtor will be deposited in a new debtor-in-possession bank
account.
B. The Debtor will disburse funds from the Account to pay the
customary and reasonable expenses associated with the operation of
the Debtor's business in accordance with the budget. The Debtor
requests that a variance of expense line items of up to 10% per
month and cumulatively per month of up to 10% be permitted without
the need for further order of the Court. US Bank may approve a
variance of more than 10% without further order of the Court
either.
C. The Debtor will provide US Bank with monthly written
reporting as to the status of its accounts receivable, collections,
disbursements and operations in the same or similar format as has
been historically provided by Debtor. The Debtor submits that such
reporting requirements serve to adequately protect the interests of
US Bank especially when coupled with the reporting requirements
under the Bankruptcy Code and Bankruptcy Rules.
D. Furthermore, US Bank will be granted a replacement lien in
any Cash Collateral acquired by the Debtor subsequent to the
Petition Date to the same extent, priority and validity of its
respective lien in such Cash Collateral as of the Petition Date.
The Debtor believes the SCF claim may be wholly unsecured.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/3bpW7At from PacerMonitor.com.
The proposed budget covers a total of four weeks, beginning on the
week ending March 12, 2021 and ending on the week ending April 2,
2021. The budget projects a total of $45,073.75 in total
expenses.
About Monroe Subways The Beach, Inc.
Monroe Subways The Beach, Inc. is a Florida corporation that
operates a Subway franchise restaurant serving fresh subs,
sandwiches and salads.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. M.D. Fla. Case No. 8:21-bk-01068) on
March 5, 2021. In the petition signed by Ryan Monroe, president,
the Debtor disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Daniel Etlinger, Esq. at David Jennis, PA d/b/a Jennis Morse
Etlinger represents the Debtor as counsel.
MOUNT GROUP: Unsecured Creditors Will Recover 100% in Plan
----------------------------------------------------------
Mount Group, LLC and Mount Clemens Investment Group, filed a Second
Amended Combined Disclosure Statement and Plan of Reorganization.
The Plan treats claims as follows:
* Class Hammoud Family, LLC. The Court has determined that
Hammoud Family LLC does not have a claim, and thus it shall not
receive any monies on its previously scheduled claims.
* Class Green Builders Plus. This class is made up of the
secured claim of Green Builders Plus, in the approximate amount of
$277,420. This class shall be paid over 60 months at 2% interest
until paid in full, with monthly payments of $4,863. Green
Builders shall retain its lien rights, however, they shall be
subordinate to the lien granted to the class of General Unsecured
Creditors.
* Class GUC. This class will be paid 100% of their claims as
follows: Initial payment of 1/6 of the claim, followed by 5 yearly
payments of 1/6 of the claim for each payment, totaling 100% of the
claim, plus 2% interest. Claimants in this class shall have a
first lien on the Debtor's assets to secure payment of the
obligations in this Class.
The Debtors reasonably believe that ongoing operations shall be
sufficient to fund the Plan. Other sources of cash may be explored
and utilized by the Debtors to the extent that cash infusions are
necessary to meet the obligations of the Plan. Any cash infusions
will be subordinate to the Plan obligations, including the payments
to General Unsecured Claims in Class 3 and to the Green Builders
Plus Claim in Class 2. The Debtor may also sell all of its assets
or a portion of its assets to fund its obligations under the Plan.
To the extent additional monies are needed, it is contemplated that
funds will come from Debtor's principal, which shall be treated as
a new value contribution to the extent new value is required, and
as a loan at 4% interest amortized over 10 years to the extent new
value is not required.
A copy of the Second Amended Combined Disclosure Statement and Plan
of Reorganization is available at https://bit.ly/3c5iQB0 from
PacerMonitor.com.
About Mount Group
Mount Group, LLC, is a Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)). Mount Group filed a Chapter 11 petition
(Bankr. E.D. Mich. Case No. 20-46958) on June 19, 2020. At the
time of filing, the Debtor had $1 million to $10 million assets and
$1 million to $10 million liabilities. Robert N. Bassel, Esq., is
the Debtor's Counsel.
PARAMOUNT INVESTING: UST Says Disclosures Need Add'l Information
----------------------------------------------------------------
Andrew R. Vara, the United States Trustee for regions 3 and 9,
asserts this objection to the adequacy of the Amended Disclosure
Statement filed by Paramount Investing, LLC.
The U.S. Trustee points out that the Debtor should disclose
additional information with respect to the following:
* Mr. Rothwell testified that the Debtor did not have a bank
account prepetition, and that he was not paying rent to the Debtor
prior to the filing of the Petition, the source and determination
of income figures for 2018 and 2019 should be disclosed. This
objection was raised in the U.S. Trustee's objection to the
original disclosure statement and remains unaddressed.
* The Debtor's description of "Procedures Implemented To Resolve
Its Financial Problems" and the description of its "Current And
Historical Financial Conditions" are inadequate. These sections
provide no facts relating to actions taken by the Debtor
post-petition to resolve the Debtor's financial issues. If the
Debtor's increase in income will be derived from rents from Mr.
Rothwell, the Debtor should provide Mr. Rothwell's current income
and sources of future income,
* The Debtor should explain the meaning of "the debtor's estate
consists of the value of the Property and "its bank account and its
executory contract for rents. [sic] aggregating $47,535.82." This
statement appears to indicate that the Debtor has $35.82 in its
bank account. This objection was raised in the U.S. Trustee's
earlier objection.
* Since the Debtor is an LLC the Debtor should disclose an
actual human being who will be operating the business of the Debtor
post-confirmation and act as the disbursing agent. This too was
raised in the U.S. Trustee's initial objection to the disclosure
statement.
* The Debtor should explain why the expenses identified in the
Financial Projections attached to the Disclosure Statement show
expenses not incurred since the filing of the bankruptcy case.
Again, this objection was raised in the U.S. Trustee's original
objection.
* The Debtor's feasibility analysis is inadequate. The Debtor
needs to provide the source of future rent from Mr. Rothwell and
exactly where new value is to come from, how much Mr. Rothwell and
his parents are willing and able to contribute and their financial
ability to do so. Again, this is yet another unaddressed objection
raised by the U.S. Trustee.
* Given that the Debtor did not have a bank account
pre-petition, the Debtor should offer evidence that the unsecured
creditor is actually a creditor of the Debtor and not Mr. Rothwell.
This is also necessary since the Debtor's monthly operating reports
do not reflect a regular payment to TMobile and it is not clear why
the Debtor, which simply owns a single asset, would pay for phone
service.
Counsel for the Trustee:
Maggie McGee, Esq.
One Newark Center, Suite 2100
Newark, NJ 07102
Telephone: (973) 645-3014
Fax: (973) 681-7541
E-mail: Maggie.mcgee@usdoj.gov
About Paramount Investing
Paramount Investing, LLC, was formed as a New Jersey limited
liability company by Brandon C. Rothwell. Paramount was formed for
the purpose of acquiring title to, owning and managing the property
located at 8 Catalpa Lane, Willingboro, New Jersey 08046.
Paramount Investing sought Chapter 11 protection (Bankr. D.N.J.
Case No. 20-18204) on July 1, 2020, listing less than $1 million in
both assets and liabilities. Scott E. Kaplan, Esq., LAW OFFICES OF
SCOTT E. KAPLAN, LLC, is the Debtor's counsel.
PEAK PROPERTY: Hires Real Property Management as Leasing Agent
--------------------------------------------------------------
Peak Property Group, LLC received approval from the U.S. Bankruptcy
Court for the District of Colorado to hire Real Property Management
Colorado as its leasing agent.
The Debtor requires a leasing agent to find prospective tenants,
negotiate a lease agreement and list its real property located at
2700 S. Holly St., Denver.
The firm will receive 60 percent of the first month's rent as
compensation.
Real Property Management is "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Brandi Robin Bishop
3600 S. Yosemite Street, Suite 120
Denver, CO 80237
Phone: (303) 873-7368
Fax: (303) 368-8235
About Peak Property Group
Peak Property Group LLC owns four properties in Denver, Colo., and
La Quinta, Calif., having an aggregate comparable sale value of
$1.09 million.
Peak Property Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 20-16088) on Sept. 12,
2020. At the time of the filing, the Debtor had total assets of
$1,102,686 and total liabilities of $1,685,781.
Judge Kimberley H. Tyson oversees the case.
Shilliday Law, P.C. is the Debtor's legal counsel.
PRINCE BAKERY: Gets OK to Hire Plotzker & Agarwal as Accountant
---------------------------------------------------------------
Prince Bakery, Inc. received approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Plotzker &
Agarwal, CPAs, LLC as its accountant.
The firm's services include:
(a) analyzing the financial history of Prince Bakery and its
affiliates prior to their Chapter 11 filing;
(b) identifying and preparing an analysis of the Debtors'
assets and liabilities;
(c) attending meetings and conferring with representatives of
the Debtors and their attorneys;
(d) preparing federal, state and local tax returns as
required;
(e) preparing monthly operating reports;
(f) preparing projections and other analyses necessary for the
Debtors' legal counsel to file a plan of reorganization;
(g) analyzing transactions with or by Joseph Maria, Esq., the
temporary receiver, or his agents, insiders and related or
affiliated parties as directed by the Debtors and their legal
counsel, and identifying potential preferential transfers,
fraudulent conveyances and other potential claims or causes of
action; and
(h) other accounting and tax advisory services.
The firm will be paid at these rates:
Partners $500 to $700 per hour
Senior Managers and Managers $395 to $495 per hour
Staff $290 to $390 per hour
Paraprofessionals $195 to $285 per hour
Vinay Agarwal, a partner at Plotzker, disclosed in a court filing
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Vinay Agarwal, CPA
Plotzker & Agarwal, CPAs, LLC
150 East 58th Street, Suite 2001
New York, NY 10155
About Prince Bakery
Prince Bakery, Inc. and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
21-10252) on Feb. 9, 2021. At the time of the filing, Prince
Bakery disclosed assets of between $500,001 and $1 million and
liabilities of the same range.
Judge Lisa G. Beckerman oversees the cases.
The Debtors tapped Whiteford, Taylor & Preston, LLP as their legal
counsel and Plotzker & Agarwal, CPAs, LLC as their accountant.
PROFESSIONAL FINANCIAL: Granted Cash Collateral Use
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Francisco Division, has authorized the New Debtors and existing
Debtors of Professional Financial Investors, Inc. and affiliates to
use cash collateral on an interim basis in accordance with the
approved budget.
The Final Order Approving Emergency Motion for Order Authorizing
the Original Debtors and LLC/LP Debtors to Use Cash Collateral will
continue to apply except to the extent inconsistent with or
modified by the terms of the Interim Order.
Each Debtor is authorized to use its Cash Collateral subject to a
variance of no more than 20% on a single line item, and no more
than 10% in the aggregate. The Intercompany transfers described in
the Cash Collateral Motion will be subject to a cap of $3,000,000
during the period covered by the Budget and any other requirements
set forth in any order of the Court approving the Debtor's Cash
Management Motion.
Each Monthly Operating Report of each Debtor will include an
"actual to Budget" reconciliation unless otherwise agreed to by the
parties. The Debtors will file and serve all lenders a revised
budget at least seven calendar days before the end of the period
covered by the current Budget, which will become the Budget subject
to objection thereto by any affected bank lender.
In addition to the security interests, liens, rights, equity and
other interests that the holders of a First Lien Mortgage or Second
Lien Mortgage have with respect to their collateral, as adequate
protection pursuant to section 363(e) of the Bankruptcy Code, each
Debtor will (i) keep insurance on its respective property current
and generally maintain such property in good condition and keep
taxes on its respective property current and (ii) continue making
regular debt service payments to any banks with a First Lien
Mortgage on such property, including, but not limited to, JPMorgan
Chase Bank, Tri Counties Bank, Pacific Western Bank, First
Foundation Bank, Heritage Bank of Commerce, Orix Real Estate
Capital, Avidbank, One United Bank, Opus Bank, HomeStreet Bank,
Banner Bank, and Five Star Bank.
As additional adequate protection and compensation for the
consensual use of the Cash Collateral by the Debtors, the Banks
will receive from the appropriate Debtor quarterly payments of
their reasonable and documented fees and disbursements, so long as
the Banks' status as oversecured creditors under section 506(b) of
the Bankruptcy Code remains unchanged.
The grant of adequate protection to the Holders of a First Lien
Mortgage is without prejudice to the right of the Holders of a
First Lien Mortgage to seek relief from the Order, or different or
additional adequate protection as necessary, in the event that:
(i) a Debtor or the Holders of a First Lien Mortgage become
aware that the net equity on any of the properties on which the
Holders of a First Lien Mortgage is materially different than as
presented in the Motion,
(ii) if any material violation of applicable law, regulation,
or code is filed, assessed, or asserted against a real property
owned by a Debtor,
(iii) the condition of such property materially deteriorates,
or
(iv) any action is brought against a Debtor involving its real
property.
A final hearing on the matter is scheduled for April 1, 2021 at
10:00 a.m.
About Professional Financial Investors, Inc.
Professional Financial Investors, Inc. and Professional Investors
Security Fund, Inc. are engaged in activities related to real
estate. PFI directly owns 28 real property locations in fee simple
and has an interest as a tenant in common at another real property
location, primarily consisting of apartment buildings and office
parks, located in Marin and Sonoma Counties, California, with an
aggregate value of approximately $108 million, according to an
early July 2020 valuation.
On July 16, 2020, a group of creditors filed an involuntary Chapter
11 petition (Bankr. N.D. Cal. Case No. 20-30579) against
Professional Investors Security Fund. On July 26, 2020,
Professional Financial Investors sought Chapter 11 protection
(Bankr. N.D. Cal. Case No. 20-30604). On Nov. 20, 2020,
Professional Financial Investors filed involuntary Chapter 11
petitions against Professional Investors Security Fund I, A
California Limited Partnership and 28 other affiliates. The cases
are jointly administered under Case No. 20-30604.
At the time of the filing, Professional Financial Investors
disclosed assets of between $100 million and $500 million and
liabilities of the same range.
Hannah L. Blumenstiel oversees the cases.
The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP, as
their legal counsel; Trodella & Lapping LLP as conflicts counsel;
Ragghianti Freitas LLP, Weinstein & Numbers LLP, Wilson Elser
Moskowitz Edelman & Dicker LLP, Nardell Chitsaz & Associates, and
Kimball Tirey & St. John, LLP as special counsel; and Donlin,
Recano & Company, Inc. as claims, noticing, and solicitation agent
and administrative advisor.
Michael Hogan of Armanino LLP was appointed as the Debtors' chief
restructuring officer. FTI Consulting, Inc. is the financial
advisor.
On Aug. 19, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors. The committee is represented by
Pachulski Stang Ziehl & Jones.
QUINCY STREET: Unsecureds to Split with $25K in ACF Holding's Plan
------------------------------------------------------------------
Creditor ACF Holding DE LLC submitted a First Amended Plan of
Liquidation and a Disclosure Statement for debtor Quincy Street
Townhomes I LLC.
The Debtor owns a residential row house with a street address of
431 Quincy Street, NW, Washington, DC 20011, its only asset. The
Debtor reports it has had no cash flow and little or no operations
since filing the Bankruptcy Case. The Debtor has not proceeded to
complete the unfinished renovation of the Real Property and has no
prospect of doing so.
The Plan provides for the Sale of the Real Property and the Permits
and Approvals to ACF's designee for the Property Purchase Price.
The Sale will be free and clear of Liens, Claims, Interests, and
the interests of the Potential Real Property Co-Owners, whose
interests will transfer to the Potential Real Property Co-Owners
Escrow. ACF will fund the Potential Real Property Co-Owners Escrow
and the Court will determine the interest, if any, of the Potential
Real Property Co-Owners in the Escrow. The Title Insurance Claim
and the Unjust Enrichment Claim will be assigned to ACF. Finally,
ACF will contribute $25,000 for distribution to Allowed Unsecured
Claims.
It is a condition to confirmation of the Plan that the Confirmation
Order be entered on or before April 5, 2021 and, unless waived by
ACF, that the Effective Date and Sale occur on or before April 16,
2021. The compressed time is necessary because ACF is unwilling to
make the Plan contributions unless it is assured its designee will
acquire the Real Property in time to complete the renovations in
tandem with the renovations on 429 Quincy and market the completed
condominiums during the spring season. Upon confirmation by the
Court, the Plan will be legally binding on all parties, including
ACF, the Debtor, Creditors, Interest Holders, and the Potential
Real Property Co-Owners.
Class 3 consists of Allowed ACF Senior Secured Claim. The Allowed
ACF Senior Secured Claim will be credited to the Property Purchase
Price as part of the Credit Bid Consideration paid by ACF at the
Closing of the Sale. ACF, the Holder of the Class 3 Claim, will
release the Lien of the Class 3 Claim on the Real Property and the
Permits and Approvals at the Closing.
Class 4 consists of Allowed ACF IDOT Secured Claim. The Allowed ACF
IDOT Secured Claim will be credited to the Property Purchase Price
as part of the Credit Bid Consideration paid by ACF at the Closing
of the Sale. ACF, the holder of Class 4 Claim, will release the
Lien of the Class 4 Claim on the Real Property and the Permits and
Approvals at the Closing of the Sale.
Class 7 consists of Allowed Unsecured Claims. Each Allowed Class 7
Claim other than the Allowed ACF Unsecured Claim will be paid its
Pro Rata Share with the holders of Claims in Class 5 and Class 6 of
$25,000.00, which ACF will contribute and distribute. For the
avoidance of doubt, the Allowed ACF Unsecured Claim in the amount
of $1,971,784.15, will not share in the $25,000 and will receive no
distribution. The Class 7 Claims are impaired and, unless objected
to, are entitled to vote for or against the confirmation of the
Plan. ACF will vote the Allowed ACF Unsecured Claim in favor of the
Plan.
Effective on the Confirmation Date and the appointment of ACF as
the Plan Administrator, all governance interests in the Debtor that
the Holders of the Interests would otherwise have under the
District of Columbia Uniform Limited Liability Company Act of 2010
will be canceled and the Interest Holders will thereafter have no
right, title or interest to such rights. The Interest Holders will
receive no Distribution on account of their economic interests in
the Debtor, which are of no value.
ACF will contribute consideration in the aggregate amount of the
$1,825,000 Property Purchase Price comprising the Cash
Consideration and the Credit Bid Consideration.
The Cash Consideration will equal the sum of (i) the Allowed
Administrative Expense Claims (estimated to be at least $25,000
after application of Professional Fee Claim retainers), (ii) the
Allowed Priority Tax Claims (estimated to be 0), (iii) the Allowed
Class 1 Claims (estimated to be 0), (iv) the Allowed Class 2 Claim
(estimated to be $46,000), and (v) the U.S. Trustee Fees (estimated
to be $17,000 based on amounts to become due on account of the Sale
and the distribution of $25,000 to Allowed Unsecured Claims and
amounts owed by the Debtor for quarters prior to the Confirmation
Date). ACF estimates that the total amount of Allowed Unsecured
Claims, including Rejection Claims, will be approximately $510,000.
A full-text copy of ACF's Amended Liquidating Plan dated March 2,
2021, is available at https://bit.ly/38hQvpL from PacerMonitor.com
at no charge.
Counsel for Plan Proponent:
Mary Joanne Dowd
Arent Fox LLP
1717 K Street, NW
Washington, DC 20006-5344
Telephone: (202) 857-6059
Facsimile: (202) 857-6395
E-mail: mary.dowd@arentfox.com
About Quincy Street Townhomes
Washington, DC-based Quincy Street Townhomes I, LLC, is engaged in
activities related to real estate.
Quincy Street Townhomes I and its affiliates, Quincy Street
Townhomes II, LLC, and Potomac Construction Flats, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C.
Lead Case No. 19-00826) on Dec. 16, 2019. At the time of the
filing, Quincy Street Townhomes disclosed assets of between $1
million and $10 million and liabilities of the same range.
Judge Martin S. Teel, Jr. oversees the cases.
Whiteford, Taylor & Preston L.L.P. serves as the Debtors'
bankruptcy counsel. The Debtors tapped Miles & Stockbridge P.C.
and Gordon Feinblatt, LLC, as special counsel.
R. INVESTMENTS: Gets Cash Collateral Access Thru March 26
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
authorized R. Investments, RLLP to use cash collateral on an
interim basis through March 26, 2021 in accordance with the
approved budget, with a 10% variance.
The Debtor requires use of Cash Collateral to preserve the value of
the Debtor's businesses, satisfy payroll obligations and other
necessary working capital and general corporate purposes of the
Debtor consistent with the Revised Budget, and pay necessary and
reasonable fees incurred in connection with the Case.
On November 7, 2017, the Debtor made, executed and delivered its
18% Senior Secured Note Due November 1, 2019 to DS VI, LLC. The
Senior Secured Note evidenced a loan to Debtor in the principal
amount of up to $3,879,000. The Loan is secured by a security
interest in substantially all of the Debtor's assets including, but
not limited to, accounts, inventory, and software. DS perfected
its security interest in the DS Collateral when it filed its UCC-1
with the Colorado Secretary of State on February 16, 2018 as Filing
No. 20182015391. The Loan matured by its terms on November 1,
2019. Although the Loan has matured, DS has taken no steps to
enforce its rights under the Senior Secured Note. As of January 1,
2021, Debtor asserts that the obligations due and owing under the
Senior Secured Note are $5,021.040.41 consisting of: (i)
$3,529,000.00 in principal; and (ii) $1,492,040.41 in capitalized
interest.
A prepetition UCC-1 report revealed these parties maintain a
security interest in the Debtor's property which are disputed:
(1) Connexion Asset Group, LLC, claims a secured interest in
the Debtor's membership interest in 10701 Pecos Street Partners,
LLC, by virtue of that UCC-1 filed with the Colorado Secretary of
State on February 27, 2014, at Filing No. 20142018826. The Debtor
asserts: (i) this UCC-1 has lapsed; and (ii) it no longer has the
particular membership interest.
(2) AMDC Holdings, LLC, claims a secured interest in the
Debtor's membership interest in 1840 McCullough Avenue, LLC, by
virtue of those UCC-1s filed with the Colorado Secretary of State
on October 31, 2016, at Filing No. 20162098643 and 20162098711. The
Debtor asserts: (i) this membership interest is worthless as 1840
McCullough Avenue, LLC, no longer owns any property; and (ii) AMDC
has been paid in full.
(3) AMDC claims a secured interest in the Debtor's membership
interest in R.I. Roselawn, LLC, by virtue of the UCC-1s filed with
the Colorado Secretary of State on October 31, 2016, at Filing No.
20162098648 and 20162098701. The Debtor asserts: (i) this
membership interest is worthless as R.I. Roselawn, LLC, no longer
owns any property; and (ii) AMDC has been paid in full.
(4) Specialty Credit Holdings, LLC claims a secured interest
in the Debtor's membership interest in UC Tower, LLC, by virtue of
that UCC-1 filed with the Colorado Secretary of State on September
25, 2017, at Filing No. 20172089439.
(5) AMDC claims a secured interest in the Debtor's membership
interest in CAG/R Investments-Phoenix I, LLC, by virtue of that
UCC-1 filed with the Colorado Secretary of State on September 4,
2015, at Filing No. 20152082366. The Debtor asserts: (i) this
membership interest is worthless as CAG/R InvestmentsPhoenix I,
LLC, no longer owns any property; (ii) AMDC has been paid in full
and (iii) the particular UCC-1 has lapsed.
DS is granted continuing, valid, automatically perfected,
nonavoidable and enforceable replacement liens upon all assets and
property of the Debtor and its estate of any kind or nature
whatsoever (and any proceeds therefrom), now existing or hereafter
acquired, including, without limitation, the Prepetition
Collateral, but excluding any claims and causes of action, and the
products and proceeds thereof, arising under or permitted by
Bankruptcy Code sections 502(d), 506(c), 544, 545, 547, 548, 549,
and 550. The Replacement Liens will be subject and subordinate to
the Carve-Out.
The Replacement Liens are valid, perfected, enforceable, and
effective as of the Petition Date without any further action of the
Debtor or DS and without the necessity of the execution, filing or
recording of any financing statements, security agreements, deeds
of trust, or other documents, or of obtaining control agreements
over bank accounts; and will secure the payment of indebtedness to
DS to the fullest extent of the law, of the Cash Collateral and any
other Prepetition Collateral. The Replacement Liens will have the
same priority as existed on the Petition Date.
The Replacement Liens granted are junior and subordinate to the
Carve-Out which consists of all statutory fees required to be paid
by the Debtor to the Clerk of the Bankruptcy Court and to the
Office of the U.S. Trustee under section 1930(a) of title 28 of the
United States Code, all budgeted accrued but unpaid fees and
expenses of the attorneys, accountants, or other professionals
retained by the Debtor in the Case under Bankruptcy Code sections
327 or 1103(a) incurred from the Petition Date through the earlier
of 45 days from the date of entry of the Interim Order; or the
entry of the Final Order; provided that all fees and expenses will
be subject to approval by a final order of the Court pursuant to
Bankruptcy Code sections 327, 328, 330, 331, or 363; and the fees
and expenses of up to $15,000 incurred by a trustee under section
726(b) of the Bankruptcy Code.
The Final Hearing on the matter is scheduled for March 26, 2021 at
9:30 a.m.
A copy of the Order is available at https://bit.ly/30jR26i from
PacerMonitor.com.
About R. Investments, RLLP
R. Investments, RLLP sought protection under Chapter 11 of the
Bankruptcy Code on March 4, 2021 (Bankr. D. Colo. Case No.
21-11011). At the time of filing, the Debtor estimated its assets
at $500,000 to $1 million and liabilities at $10 million to $59
million. The petition was signed by William Travis Steffens, CEO.
Judge Elizabeth E. Brown oversees the case.
The Debtor is represented by Patrick R. Akers, Esq., at Moye White
LLP.
RABBE FARMS: CA Affirms Lis Pendens Discharge, Contempt Order
-------------------------------------------------------------
The Court of Appeals of Minnesota affirmed the district court’s
order granting Farmers State Bank of Trimont’s motion to
discharge certain notices of lis pendens and enjoining Appellants
Joel S. Rabbe, along with other individual Rabbe family members,
and two farming entities owned by the Rabbe Family - Rabbe Farms
LLP and Rabbe Ag Enterprises from recording additional notices of
lis pendens.
For many years, the Rabbes had a farmer-lender relationship with
respondent Farmers State Bank of Trimont.
In 2013 and 2014, FSB loaned Rabbe Farms over $17 million. The
loans were personally guaranteed by Rabbe individuals and secured
in part by mortgages on grain elevators and five parcels of
farmland covering 503 acres. In May 2014, FSB declared default on
the loans. The parties then negotiated and entered into a
forbearance agreement. Under the forbearance agreement, the Rabbes
executed a new mortgage in the amount of $15 million on about 1,200
acres of additional land owned by Rabbe individuals to secure the
loans. The Rabbes also agreed to release and forever discharge all
claims against FSB if the circumstances giving rise to such claims
occurred prior to the date of the agreement.
Subsequently, the Rabbes defaulted on the forbearance agreement.
The parties executed an amended forbearance agreement, but the
Rabbes later defaulted on that agreement as well. The parties
participated in farmer-lender mediation, which yielded no
resolution. In September 2015, the Rabbe Entities filed for Chapter
11 bankruptcy protection.
While the Rabbe Entities' bankruptcy proceedings were pending, FSB
initiated foreclosure litigation regarding the Rabbe Individual
Farmland. In May 2016, the district court entered summary judgment
in favor of FSB on all claims and issued a foreclosure decree as to
the Rabbe Individual Farmland. The Rabbes appealed.
Following the foreclosure decree, FSB purchased the entirety of the
Rabbe Individual Farmland at two sheriff's sales. The sheriffs
executed and delivered certificates of sale to FSB shortly
thereafter, confirming FSB's ownership of the property subject only
to the Rabbe individuals' statutory right of redemption and right
of first refusal under Minnesota Statutes section 500.245. The
Rabbe individuals did not redeem from any of the foreclosure sales.
In the Rabbe Entities' bankruptcy proceedings, the parties reached
a settlement that was eventually enforced by the bankruptcy court.
Under the settlement, Rabbe Farms agreed to deed over the Rabbe
Farms Farmland and Elevator Properties to FSB, and the Rabbes
agreed to dismiss their appeal of the district court's summary
judgment in the foreclosure litigation. Rabbe Farms executed and
delivered quit claim deeds conveying Rabbe Farms Farmland and
Elevator Properties to FSB in May 2017. The Court of Appeals of
Minnesota dismissed the appeal in the foreclosure litigation with
prejudice upon the stipulation of the parties.
In November 2017, the Rabbes commenced litigation by serving a
summons and complaint for lender liability on respondents. The
next month, the Rabbes served respondents with an amended
complaint, which asserts ten counts arising out of FSB's
origination, administration, and collection of the loans owed by
the Rabbes, and out of the sale process for real property acquired
by FSB. The first amended complaint requests monetary damages, a
civil penalty, treble damages, and an injunction.
Respondents moved to dismiss the first amended complaint. In
September 2018, the district court granted the motion to dismiss
except as to an antitrust claim. The Rabbes filed a second amended
complaint in response, containing only allegations relating to the
antitrust claim. They later requested leave to file a third amended
complaint, but the district court denied their request because the
proposed amendments essentially reasserted causes of action already
dismissed.
FSB moved for summary judgment as to the remaining antitrust claim,
the district court granted the motion — dismissing the Rabbes'
complaint in its entirety — and entered judgment in favor of FSB.
The Rabbes appealed, challenging, among other things, the district
court's October 2018 order dismissing all of their claims, except
the antitrust claim, and the order denying their motion for a third
amended complaint. The Court of Appeals of Minnesota affirmed the
district court's order on May 11, 2020.
Around the same time that the Rabbes commenced the lawsuit that led
to the summary-judgment appeal, they commenced another lawsuit
against FSB in Martin County District Court. In that lawsuit, the
Rabbes alleged that FSB violated their statutory right of first
refusal under Minnesota Statutes section 500.245 in regards to
marketing and selling the Rabbe Farms Farmland, Rabbe Individual
Farmland, and Elevator Properties after acquiring them as a result
of the bankruptcy and foreclosure proceedings.
The Rabbes recorded notices of lis pendens in connection with the
right-of-first-refusal litigation against all of the real estate
subject to the purchase agreements entered into between FSB and
third parties, thereby clouding title and hindering FSB's ability
to sell the property. The district court dismissed the Rabbes'
right-of-first-refusal claims in May 2018 and entered partial final
judgment. The Rabbes appealed, the Court of Appeals affirmed, and
the Supreme Court denied further review.
Three days after the Supreme Court denied review in the
right-of-first-refusal litigation, the Rabbes recorded notices of
lis pendens in the lawsuit that led to the summary-judgment appeal
on all of the Rabbe Farms Farmland, Rabbe Individual Farmland, and
Elevator Properties. The notices of lis pendens state that the
"object of the action is . . . Claims for declaratory relief and
judgment and cancellation of deeds and mortgages as a result of the
execution of such documents pursuant to contracts which were
fraudulently induced without consideration and not performed by the
Defendants." Again, at the point when the Rabbes filed these
notices, the district court had dismissed the Rabbes' claims in the
case and the Rabbes had appealed. FSB promptly moved the district
court for an order discharging the notices of lis pendens.
In a November 2019 order, the district court granted FSB's motion
and discharged the notices of lis pendens. The district court
reasoned that none of the versions of the complaint filed by the
Rabbes in the litigation would support the filing of a notice of
lis pendens, as the allegations do not raise a question about the
validity of FSB's title to real property. The district court found
that the Rabbes' decision to file the lis pendens "after the
resolution of numerous counts in multiple court actions was for the
purpose of delay and to increase FSB's costs," and that the filing
was not reasonable under the circumstances. The district court
sanctioned the Rabbes with attorney fees and expenses and enjoined
them from filing additional notices of lis pendens on the real
property owned by FSB.
In December 2019, the Rabbes filed yet another complaint against
FSB in Martin County District Court. In connection with the new
complaint, the Rabbes' attorney filed new notices of lis pendens on
the real property owned by FSB.
FSB's attorney sent the Rabbes' attorney a letter demanding that
the new notices of lis pendens be discharged, and received no
response. FSB moved to hold the Rabbes and their attorney in
contempt of court. After a hearing on the motion, the district
court issued an order in February 2020 that found Joel Rabbe and
the Rabbes' attorney in contempt of court for violating the
injunction against recording new lis pendens on real property owned
by FSB. The order imposed a 180-day jail sentence, but stayed the
sentence on the condition that the notices of lis pendens be
discharged within 14 days. The district court also issued
sanctions against the Rabbes for FSB's expenses in connection with
the contempt motion. The Rabbes later discharged the notices of
lis pendens, which purged the contempt. The Rabbes appealed both
the lis pendens order and the contempt order.
In their first appeal, the Rabbes challenge the district court's
lis pendens order on two bases:
(1) They argue that the district court erred by granting FSB's
motion to discharge the notices of lis pendens that the Rabbes
recorded for this matter.
(2) They contend that that the district court erred by
enjoining them from filing future notices of lis pendens on real
property owned by FSB.
In their second appeal, the Rabbes challenge the contempt order on
the ground that the lis pendens injunction they violated is void
— an argument that essentially echoes their challenge to the
injunction in the first appeal.
The Court of Appeals found that the issue of whether the district
erred by discharging the lis pendens in this matter is moot. "When
the Rabbes initiated the present appeal from the lis pendens order,
their summary-judgment appeal was still pending and had not yet
been decided by this court... Since then, the appeal has been
resolved and the district court's orders are final; we affirmed the
district court's orders dismissing the Rabbes' claims and denying
leave to again amend the complaint, and the supreme court denied
further review... Accordingly, because the underlying case has been
resolved on the merits, there is no property in dispute in this
action that would permit the notices of lis pendens to be
re-filed... And the Rabbes do not request any other relief in
connection with the discharge. Thus, even if we were to reverse
the district court's order discharging the lis pendens filed in
connection with this case, doing so would have no practical
effect... We accordingly decline to consider the moot issue," the
Court of Appeals said.
The Court of Appeals found further that the district court properly
enjoined the Rabbes from recording additional notices of lis
pendens. "The Rabbes have not shown that the district court erred
by issuing the injunction. The district court had subject-matter
and personal jurisdiction over the matter and parties, and it made
a finding well supported by the record that the Rabbes filed
notices of lis pendens unreasonably and for the purpose of causing
delay. We discern no abuse of the district court's broad
discretion to grant this equitable relief to FSB," the Court held.
Finally, the Court of Appeals found that the district court did not
err in holding Joel Rabbe in contempt. "At its essence, and
despite their repeated attempts to construe the issue here as one
of subject-matter jurisdiction, the Rabbes' challenge to the lis
pendens order is that the order itself is incorrect. But even if
the order was incorrect, the Rabbes were not at liberty to disobey
it... Instead of waiting for a decision in their appeal or
otherwise pursuing relief through lawful proceedings, Joel Rabbe
and his attorney filed the new notices of lis pendens because they
disagreed with the injunction. The district court did not err by
holding Joel Rabbe in contempt," the Court concluded.
The case is Joel S. Rabbe, et al., Appellants, v. Farmers State
Bank of Trimont, et al., Respondents, First Financial Bank in
Winnebago, et al., Respondents, Nos. A20-0066, A20-0639 (Minn.
App.). A full-text copy of the Nonprecedential Opinion, dated
March 1, 2021, is available at https://tinyurl.com/4phe3ez5 from
Leagle.com.
Appellants Joel S. Rabbe, along with other individual Rabbe family
members, Rabbe Farms LLP and Rabbe Ag Enterprises are represented
by:
Richard E. Bosse, Esq.
LAW OFFICE OF RICHARD E. BOSSE
303 Douglas Ave
Henning, MN 56551
Tel: (218) 583-4342
Email: reb@bosselawoffice.com
Respondents Farmers State Bank of Trimont, et al. are represented
by:
Dustan J. Cross, Esq.
Dean M. Zimmerli, Esq.
GISLASON & HUNTER LLP
2700 South Broadway
New Ulm, MN 56073
Tel: (507) 354-3111
Email: dcross@gislason.com
dzimmerli@gislason.com
Respondents First Financial Bank in Winnebago, et al. are
represented by:
Arthur G. Boylan, Esq.
Philip J. Kaplan, Esq.
ANTHONY OSTLUND BAER & LOUWAGIE P.A.
90 South 7th Street
3600 Wells Fargo Center
Minneapolis, MN 55402
Tel: (612) 349-6969
Email: aboylan@anthonyostlund.com
pkaplan@anthonyostlund.com
About Rabbe Farms LLP
Headquartered in Ormsby, Minnesota, Rabbe Farms LLP, dba Rabbe
Grain Co., dba Rabbe Grain Elevator, filed for Chapter 11
bankruptcy protection (Bankr. D. Minn. Case No. 15-33479) and
affiliates Rabbe Ag Enterprises General Partnership (Bankr. D.
Minn. Case No. 15-33481) and North Country Seed, LLC (Bankr. D.
Minn. Case No. 15-33482) filed separate Chapter 11 bankruptcy
protection on Sept. 29, 2015. The petitions were signed by Joel
Rabbe, general partner.
Judge Kathleen H Sanberg presided over the cases. The Debtors were
represented by Ralph Mitchell, Esq., at Lapp Libra Thomson Stoebner
& Pusch.
Rabbe Farms estimated its assets at between $1 million and $10
million and liabilities at $10 million to $50 million.
Rabbe Ag Enterprises estimated its assets at $0 to $50,000 and
liabilities at $500,000 to $1 million.
North Country Seed estimated its assets at $0 to $50,000 and
liabilities at $1 million to $10 million.
ROBERT FORD: Gets Cash Collateral Access Thru March 18
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee,
Northern Division, has authorized Robert Ford Insurance Agency,
Inc. to use cash collateral on an interim basis through March 18,
2021 and provide adequate protection.
The Debtor requires the use of cash collateral to pay ordinary
operating expenses to preserve and protect its businesses. It has
no significant source of revenue other than the use of Cash
Collateral. The payment of on-going operating expenses will help
maintain the current value of the business and provide for the best
chance for reorganization.
The Debtor is authorized to use cash collateral for actual and
necessary expenses as reflected in the budget, with a 10%
variance.
Republic Bank of Chicago is a secured creditor of debtor and
asserts interests in cash, bank accounts, and accounts receivable
as cash collateral. Cash, bank accounts and accounts receivable
constitute the Cash Collateral for which Republic Bank may be
entitled to adequate protection for the use thereof, to the extent
that it has valid and perfected prepetition liens.
As adequate protection, Republic Bank is granted replacement liens
in and to the collateral in which Republic Bank had liens and
security interests prior to the filing of the bankruptcy case. The
liens and security interests granted will have the same validity,
perfection and enforceability as the pre-petition liens held by
Republic Bank, without further action by the debtor or Republic
Bank and without executing or recording any financial statements,
security agreements or other documents.
Without the necessity of filing financing statements or other
documents, the Interim Order is sufficient and conclusive evidence
of the validity, perfection, and priority of the Republic Bank
perfected liens on the replacement collateral to secure the
adequate protection obligations.
A preliminary hearing is scheduled for March 11, 2021 at 10:00 a.m.
A copy of the order and the Debtor's business income and expenses
is available for free at https://bit.ly/3kSbXqG from
PacerMonitor.com.
About Robert Ford Insurance Agency, Inc.
Robert Ford Insurance Agency, Inc. is an insurance company based
in Tennessee. It sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. E.D. Tenn. Case No. 21-30224) on February
11, 2021. In the petition signed by Robert Ford, owner/chief
executive officers, the Debtor disclosed $520,000 in assets and
$1,650,962 in liabilities.
Judge Suzanne H. Bauknight oversees the case.
William E. Maddox, Jr., Esg is the Debtor's counsel.
Republic Bank of Chicago, as secured creditor, is represented by:
David A. Kallick, Esq.
Benjamin, Gussin & Associates
801 Skokie Blvd., Suite 100
Northbrook, IL 60062
Tel. No.: (847) 861-6226
S-TEK 1: Seeks Cash Collateral Access Thru June 30
--------------------------------------------------
S-Tek 1, LLC asks the U.S. Bankruptcy Court for the District of
Mexico for authority to use cash collateral from April 1 to June
30, 2021 in accordance with its proposed three-month budget.
The Debtor requires the use cash collateral to maintain its various
business operations and other expenses incident to the
administration of its bankruptcy.
The Debtor requests authority to use cash collateral to pay:
(1) actual and necessary post-petition business and
administrative expenses of the Debtor, in the amounts not to exceed
110% of the line item amount set forth on the Budget, except that
payments to S-Tek’s licensed surveyor may not exceed 150% of the
budgeted amount;
(2) such other ordinary operating expenses and additional
amounts for budgeted expenses as the subchapter V trustee may,
after consultation with Surv-Tek, approve in writing;
(3) any additional amounts for post-petition taxes,
unemployment taxes, and New Mexico CRS taxes that become due; and
(4) any other amounts approved by Surv-Tek in writing or
permitted by further order of the Court.
Surv-Tek, Inc. has a putative interest in cash collateral.
In December of 2018, S-Tek entered into an agreement with Surv-Tek
whereby S-Tek purchased all or a substantial portion of the assets
of Surv-Tek.
As adequate protection, Surv-Tek will continue to have a lien on an
all pre-petition cash collateral, and it will have a replacement
lien on property acquired post-petition by the Debtor. This lien
will be to the same extent, and subject to the same defenses, as
Surv-Tek's pre-petition lien in the Debtor's cash collateral. For
the cash collateral period, Surv-Tek will have replacement liens in
the Debtor's post-petition collateral, of the same type in which
Surv-Tek had a lien pre-petition, to the extent of diminution in
value of the Debtor’s accounts receivable, cash on deposit, cash
on hand, and other cash equivalents since the Petition Date.
To the extent the Cash Collateral falls below $236,442.69 on the
last day of any calendar month, the Debtor will be required, by the
15th of the following month, to either (1) pay Surv-Tek the
difference as adequate protection for the diminution in the value
of Surv-Tek’s interest in Cash Collateral; or (2) file a report
by the 15th with supporting documentation showing that the Cash
Collateral has been restored to at least
$236,442.69.
All disbursements from the Debtor’s DIP Account will be by check
or wire transfer.
A copy of the motion and the Debtor's budget through June 2021 is
available at https://bit.ly/3uYWTMF from PacerMonitor.com.
About S-Tek 1 LLC
S-Tek 1 LLC, also known as SurvTek -- https://www.survtek.com -- is
a land surveying and consulting firm providing services to both the
private and public sectors throughout New Mexico. It is based in
based in Albuquerque, N.M.
S-Tek 1, filed a Chapter 11 petition (Bankr. D.N.M. Case No.
20-12241) on Dec. 2, 2020. In its petition, the Debtor disclosed
$355,177 in assets and $2,251,153 in liabilities. Randy Asselin,
managing member, signed the petition.
Judge Robert H. Jacobvitz presides over the case.
The Debtor tapped Nephi D. Hardman Attorney at Law, LLC as its
bankruptcy counsel and FPM & Associates, LLC as its accountant.
SEANERGY MARITIME: Signs Deal to Prepay Senior Credit Facility
--------------------------------------------------------------
Seanergy Maritime Holdings Corp. has come to an agreement with one
of its lenders, Entrust Global, for the early prepayment of a
credit facility secured by a first priority mortgage on one of its
Capesize vessels, the M/V Lordship.
The outstanding balance of the Facility is $21.6 million and is
scheduled to be repaid with immediate effect. The initial earliest
maturity date is in June 2023. The average applicable coupon
through the remaining term of the Facility is approximately 10%.
Following the prepayment and assuming no refinancing of the M/V
Lordship, the interest savings for the Company would be expected to
be $1.3 million for the remaining of 2021 and $1.8 million on
average per year for 2022-23. Additionally, annual repayments
would be reduced by approximately $2.5 million on average, which
would positively impact the average break-even rate of the
Company's fleet.
In addition, a significant portion of the Company's
junior/unsecured facilities has also been prepaid since the
beginning of 2021 pursuant to the mandatory prepayment terms of
those facilities, resulting in further reduction in the interest
expense. Specifically, a $12.0 million prepayment has been applied
against the junior/unsecured loans with an applicable interest rate
of 5.5%, resulting in expected annual interest savings of
approximately $660,000.
The prepayment amounts were funded with cash on hand.
"We are pleased to announce these transactions for the Company,
where the immediate reduction of our financial expenditure will
have a direct positive reflection on the Company's profitability.
At the same time, the average break-even of the fleet will be
significantly reduced, enhancing our cash-flow generating capacity.
Assuming no immediate refinancing, the expected cash-flow benefit
for Seanergy will be approximately $4.9 million per year," Stamatis
Tsantanis, the Company's chairman and chief executive officer,
said.
"During the first quarter of 2021, the Capesize daily spot rates
have increased to approximately double their historical 5-year
averages. Based on the prevailing Capesize market fundamentals, we
strongly believe that the next years will be one of the most
favorable periods for Capesize vessels. Seanergy will continue to
pursue strategic opportunities that will improve our shareholders'
returns in the years to come," Tsantanis said.
About Seanergy Maritime
Greece-based Seanergy Maritime Holdings Corp. --
http://www.seanergymaritime.com-- is a Marshall Islands
corporation with its executive offices in Athens, Greece. The
Company is engaged in the transportation of dry bulk cargoes
through the ownership and operation of dry bulk carriers. The
Company purchased and took delivery of six dry bulk carriers in the
third and fourth quarters of 2008 from companies associated with
members of the Restis family. Its current fleet is comprised of
two Panamax, two Supramax and two Handysize dry bulk carriers with
a combined cargo-carrying capacity of 317,743 dwt and an average
fleet age of approximately 11 years.
Seanergy Maritime reported a net loss of US$11.70 million for the
Dec. 31, 2019, a net loss of US$21.06 million for the year ended
Dec. 31, 2018, and a net loss of US$3.23 million for the year ended
Dec. 31, 2017. As of Dec. 31, 2019, the Company had US$282.55
million in total assets, US$252.69 million in total liabilities,
and US$29.86 million in total stockholders' equity.
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, the Company's auditor since 2012, issued a "going
concern" qualification in its report dated March 5, 2020 citing
that the Company has a working capital deficiency and has stated
that substantial doubt exists about the Company's ability to
continue as a going concern. In addition, the Company has not
complied with a certain covenant of a loan agreement with a bank.
SOUTHERN MANAGEMENT: Property Sale to Fund Plan Payments
--------------------------------------------------------
Southern Management Asset Services, LLC, filed with the U.S.
Bankruptcy Court for the Eastern District of Virginia, Alexandria
Division, a Disclosure Statement and Plan of Reorganization on
March 2, 2021.
The Debtor is a limited liability company which owns an improved
tract of land in Stafford County, Virginia with a street address of
321 Belle Plains Road, Falmouth, Virginia (the "Property"). The
Property is encumbered by four deeds of trust.
During the pendency of this proceeding, C-Store filed a motion for
relief from stay as to its lien against the Property. This motion
has been conditionally granted and may expire on April 15, 2021.
The Property has been listed for sale by eXp Realty, LLC for
$500,000.
Allowed Secured Claims are claims secured by property of the
Debtor's bankruptcy estate to the extent allowed as secured claims.
There are five potential Allowed Secured Claims: a claim in favor
of Stafford County, Virginia for real estate taxes for the second
half of 2020; and the four liens. These claims will be Class 3
claims. In the event of a sale of the Property, each Allowed
Secured Claim will be paid through the process of settlement on any
contract for the sale of the Property and in accord with its
pre-petition priority.
In the event of a sale of the Property, to the extent proceeds are
available after payment of all Allowed Secured Claims, payment of
Class 2 Priority Claims will be made within 30 days of closing upon
any sale of the Property.
Class 4 consists of the holders of general unsecured claims against
the Debtor whose claims are not entitled to any priority, but where
the holders of such claims may be entitled to file a memorandum of
mechanic's lien; namely, Bill Johnson, Clifford Chandler, Gordon
Gay, Heather Boyd, Jacob Adams, Lawn Maintenance Services, and
Patsy Hall. This class is impaired.
In the event of a sale of the Property, to the extent proceeds are
available after payment of all Allowed Secured Claims and any
Priority Claims, payment of Class 4 claims will be made within
thirty 30 days of closing upon any sale of the Property pro-rata
with the holders of any Class 5 claims.
Class 5 consists of the holders of general unsecured claims against
the Debtor whose claims are not entitled to any priority, but where
the holders of such claims are not entitled to file a memorandum of
mechanic's lien and the holders of any under-secured components of
any otherwise secured claims; namely, C-Store, Point Capital,
Prestige Homes, 84 Lumber, Accent Millwork, Advantage Sign
Services, Bronson King, Curtis Ott, Darnell Grayson, John Ellis,
John Steinmetz, Kimberly Pollard, Michael Bright, and Southland
Inspectors. This class is impaired.
In the event of a sale of the Property, to the extent proceeds are
available after payment of all Allowed Secured Claims and any
Priority Claims, payment of Class 5 claims will be made within 30
days of closing upon any sale of the Property pro-rata with the
holders of any Class 4 claims.
Class 6 consists of the equity interests of James T. Zelloe,
Trustee and Point Capital. This interest will receive no Plan
distribution.
Payments and distributions under the Plan will be funded by the
sale of the Property.
A full-text copy of the Disclosure Statement dated March 2, 2021,
is available at https://bit.ly/2MV75Vd from PacerMonitor.com at no
charge.
Counsel for the Debtor:
John P. Forest, II, VSB# 33089
11350 Random Hills Rd., Suite 700
Fairfax, VA 22030
Telephone: (703) 691-4940
Email: john@forestlawfirm.com
About Southern Management Asset Services
Southern Management Asset Services, LLC filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Va. Case No. 20-12627) on Dec. 2, 2020. At the time of
filing, the Debtor estimated $500,001 to $1 million in assets and
50,001 to $100,000 in liabilities. Judge Brian F. Kenney oversees
the case. The Debtor is represented by John P. Forest, II, Esq.
TASEKO MINES: Reports $108 Million of Adjusted EBITDA for 2020
--------------------------------------------------------------
Taseko Mines Limited reports full-year 2020 earnings from mining
operations before depletion and amortization of $119 million and
Adjusted EBITDA of $108 million. For the year, the Company had a
Net Loss of $24 million, or $0.09 loss per share.
Russell Hallbauer, CEO and director, commented, "We have witnessed
a remarkable recovery in the copper market since March of last
year. The price of copper has more than doubled in that time and
even since the end of 2020, the price has climbed a further US$0.70
per pound. Last year, Gibraltar produced 123 million pounds of
copper, and our 2021 production estimate is slightly higher at 125
million pounds. Gibraltar has been Taseko's cornerstone asset for
over 15 years, generating positive cash flow through the copper
price cycles, but it is times like this that we truly benefit from
the leverage to copper from our large, steady-state production
base. At current copper prices, which are now more than US$1.40
per pound higher than last year's average, we would have generated
roughly $275 million of adjusted EBITDA* in 2020."
"Copper production in the fourth quarter was 25 million pounds,
which was below prior quarters due to lower grade and harder ore as
mining transitioned into the Pollyanna pit. Mine-to-mill
adjustments were made during the fourth quarter and throughput
returned to design capacity in December. The Pollyanna pit, which
is about 4% lower grade than the reserve grade, will be the main
source of ore for the first half of 2021. In the second half of
the year, ore mining will commence in the Gibraltar pit, which is
higher grade and has a lower work index (softer ore)," added Mr.
Hallbauer.
Stuart McDonald, President of Taseko, continued, "The $108 million
of adjusted EBITDA* and $106 million of operating cash flow we
generated in 2020 was a tremendous accomplishment and demonstrates
the resiliency of our operation in the face of a global pandemic
and volatile economic environment.
"Our successes, however, were not limited to Gibraltar. At
Florence Copper we have achieved key milestones in recent months
which have de-risked the project considerably. We received the
state permit in December and we continue to expect the federal
permit from the EPA in the coming months. And in February we
completed a successful US$400 million bond refinancing which was
upsized to provide financing for development of the commercial
facility at Florence. We now have a cash balance of approximately
US$200 million and with the majority of required funding in hand we
are moving forward with final design engineering and procurement
initiatives. This work will facilitate a seamless construction
start up and we will move forward expeditiously with on-the-ground
construction activities as soon as we have the final permits in
place."
"2021 will be a transformational year for Taseko as we take the
final steps to unlock the full value of Florence and pave the way
to becoming a multi-asset copper producer. The addition of
Florence will increase Taseko's attributable annual copper
production by 85% to approximately 185 million pounds. Florence
production will also significantly reduce Taseko's consolidated
operating costs given its expected C1 operating costs of US$0.90
per pound of copper. With increased investor focus on
sustainability and environmental footprint, we are very proud of
the fact that Florence Copper will also be one of the greenest
copper production facilities in the world and will provide high
quality copper to the US domestic market in support of its green
infrastructure and electrification initiatives in the years to
come," concluded Mr. McDonald.
2020 Annual Review
* Earnings from mining operations before depletion and
amortization was $119.0 million and Adjusted EBITDA was
$108.2 million;
* Cash flows from operations was $106.2 million, compared to
$42.6 million in the prior year;
* In response to the COVID-19 pandemic management implemented a
number of cost saving initiatives in 2020, including a revised
mine plan for Gibraltar, which reduced total site operating
costs by $28.2 million compared to 2019. Site operating
costs,
net of by-product credits was US$1.62 per pound produced, and
total operating costs (C1) was US$1.92 per pound produced;
* The Gibraltar mine operated continuously through the year and
produced 123.0 million pounds of copper and 2.3 million pounds
of molybdenum (100% basis). Copper recoveries were 84.3% and
copper head grades for the year were 0.243%;
* Gibraltar extended its five-year copper concentrate offtake
contract, for roughly 50% of its production, for an additional
year, which is expected to result in a 30% reduction in
treatment and refining costs in 2021, reflecting the continued
tight physical copper concentrate market conditions and the
strategic demand for Gibraltar's high-quality concentrates;
* On Nov. 17, 2020, Taseko closed an offering of common shares
for net proceeds of $34.3 million;
* On Feb. 10, 2021, Taseko closed an offering of US$400 million
7% Senior Secured Notes due 2026. A portion of the proceeds
will be used to redeem all of the outstanding US$250 million
8.75% Senior Secured Notes due 2022 on March 3, 2021,
including
accrued interest and transaction costs;
* The Company's cash balance at Dec. 31, 2020 was $85.1
million, and the bond refinancing transaction in February 2021
provided additional net cash proceeds of $167 million (or
US$131 million);
* Copper prices have recovered strongly and the current price of
over US$4.20 per pound is significantly higher than the
average
LME price of $2.80 per pound in 2020; and
* The Arizona Department of Environmental Quality ("ADEQ")
issued
the Aquifer Protection Permit ("APP") for Florence Copper on
Dec. 8, 2020. The Company is now moving forward with final
design engineering of the Florence commercial production
facility and procurement of certain critical components.
About Taseko
Taseko Mines Limited -- http://www.tasekomines.com-- is a mining
company focused on the operation and development of mines in North
America. Headquartered in Vancouver, Taseko operates the
state-of-the-art Gibraltar Mine, the second largest copper mine in
Canada.
* * *
As reported by the TCR on Aug. 31, 2020, Moody's Investors Service
revised the rating outlook for Taseko Mines Limited to stable from
negative. "The outlook revision to stable reflects our expectation
the company will generate marginally positive free cash flow as
copper prices have strengthened," said Jamie Koutsoukis, Moody's
Vice President, Senior Analyst.
In March 2020, S&P Global Ratings lowered its ratings on Taseko
Mines Ltd., including its issuer credit rating (ICR) on the
company, to 'CCC+' from 'B-'. "The downgrade reflects our view of
the heightened risk to Taseko's liquidity position. In December
2020, S&P Global Ratings revised its outlook on Taseko Mines Ltd.
to positive from negative and affirmed its ratings on the company,
including its 'CCC+' issuer credit rating on Taseko.
TRC FARMS: Finalizes Reorganization Plan
----------------------------------------
TRC Farms, Inc., submitted a Final and Restated Plan of
Reorganization.
Classes I, II, III, and IX and X are unimpaired under the Plan.
Classes IX and X were identified as impaired in the previous
iteration of the Plan. The impaired classes in the latest Plan are
Classes IV, V, VI, VII, VIII and XI.
The Plan treats claims as follows:
* Class IV - Truist Bank f/k/a Branch Banking and Trust Co.: The
proceeds from the Equipment Auction Assets shall be distributed
within 60 days of the date of the public auction, with proceeds to
be distributed in accordance with the following priorities: (i)
auctioneer costs and commissions; (ii) quarterly fees owed as a
result of the sale; (iii) valid purchase money security interests;
(iv) subordinate secured claims, if any, in order of priority.
Proceeds paid to Truist shall be applied to the Reorganized
Balance, including accrued interest and fees.
* Class V - Harvey Fertilizer and Gas Co.: The obligation
represented by Claim No. 2 shall be treated as a single
fully-secured obligation (the "Reorganized Balance") consisting of
the principal balance and accrued and unpaid pre-petition and
post-petition interest for the pre-petition obligation calculated
to the Effective Date at the annual fixed rate of 12%, plus such
costs, legal fees, and expenses as may be allowed by the Court
pursuant to 11 U.S.C. Sec. 506(b). Harvey will retain the liens on
its collateral pursuant to Section 1129(b)(2)(A)(i)(I) of the
Bankruptcy Code until the Reorganized Balance is paid in full. The
Debtor, together with all co-makers of the Promissory Note, shall
remain liable to Harvey for the full amount of the Reorganized
Balance until paid in full. The Promissory Note and Harvey's
security documents shall continue in full force and effect except
as expressly modified in the specific treatment contained in this
Plan for Claim No. 2. All provisions of the Promissory Note and
Harvey's security documents which are not inconsistent with the
specific treatment contained in this Plan for Claim No. 2 hereby
are incorporated by reference and made a part of this Plan.
Commencing on the Effective Date, the Reorganized Balance shall
accrue interest at the annual fixed rate of 6.00%. No later than 10
days from the date on which the Debtor receives payment on account
of the Debtor's crop insurance claim for the 2020 crop year, the
Debtor shall tender to Harvey a payment of $93,833. Thereafter, on
each of March 1, 2022 and March 1, 2023, the Debtor will tender to
Harvey a payment equal to all accrued and unpaid interest on the
Reorganized Balance. Upon the Debtor's payment of the March 1,
2023, interest-only installment, the Reorganized Balance shall be
amortized over a period of 10 years with a five-year balloon. The
Debtor will make four equal annual installments of principal and
interest on each of May 1, 2024, May 1, 2025, May 1, 2026, and May
1, 2027, together with a final payment due May 1, 2028, when all
then-remaining principal, interest and costs and fees shall be due
and payable in full.
* Class VI - AgCarolina Farm Credit, ACA: Commencing on the
Effective Date, this claim shall accrue interest at the annual
fixed rate of 6.00%. No later than 10 days from the Effective
Date, the Debtor shall tender to AgCarolina a payment equal to
$5,000 in principal plus all accrued and unpaid interest on the
Reorganized Balance. The Reorganized Balance shall thereafter be
amortized over a period of 10 years with 6-year balloon. The
Debtor will make five equal annual installments commencing on March
1, 2022 together with a final payment due May 1, 2028March 1, 2027
when all then-remaining principal, interest and costs and fees
shall be due and payable in full.
* Class VII - CNH Industrial Capital America, LLC ("CNH"): The
obligation represented by Claim 5 will be amortized over a
three-year period from and after the Confirmation Date, with the
first payment due no later than 10 days after the Effective Date,
and successive annual payments due March 1, 2022 and March 1, 2023.
The obligations represented by Claims 5, 6 and 7 shall each be
amortized over a two-year period from and after the Confirmation
Date, with the first payment due no later than 10 days after the
Effective Date, and the second payment due March 1, 2022. The
obligation represented by Claim 9 will be amortized over a
four-year period from and after the Confirmation Date, with the
first payment due no later than 10 days after the Effective Date,
and successive annual payments due March 1, 2022, March 1, 2023 and
March 1, 2024.
* Class IX - Vernice Hoyle and Class X - JPMorgan Chase Bank,
N.A.: Classes IX and X are unimpaired.
* Class XI - General Unsecured Claims: The Debtor shall pay
holders of allowed general unsecured claims in this class the value
of their respective claims, together with interest accruing at a
rate as set forth by the Federal Reserve and pursuant to 28 U.S.C.
Sec. 1961, payable in equal annual installments over a period of 10
years, commencing February 15, 2022 and continuing thereafter on
the first day of each successive year; provided, however, that
during the term of this treatment the Debtor may, within its
discretion, defer not more than one (1)payment for a period not to
exceed 12 months.
* Class XII - Equity Security Holders: On the Effective Date of
the Plan, the Debtor shall allocate shares of the ReorganizedDebtor
in the same proportion as were allocated pre-petition
Attorneys for the Debtor:
DAVID J. HAIDT N.C.
AYERS & HAIDT, P.A.
Post Office Box 1544
New Bern, NC 28563
Tel: (252) 638-2955
Fax: (252) 638-3293
E-mail: davidhaidt@embarqmail.com
A copy of the Final and Restated Plan Of Reorganization is
available at https://bit.ly/3rrOJKo from PacerMonitor.com.
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 Jan. 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.
TRI-STAR LOGGING: TCF Says Plan Disclosures Inadequate
------------------------------------------------------
TCF National Bank objects to Tri-Star Logging, Inc.'s Amended
Disclosure Statement.
TCF points out that the Disclosure Statement does not contain
adequate information regarding TCF's claims and Tri-Star's proposed
resolutions thereof.
TCF further points out that Tri-Star also briefly discusses TCF's
claims at the Disclosure Statement and states TCF's claims will be
paid from Tri-Star's sale of the Collateral and Leased Equipment.
This proposed treatment of TCF's claims is not acceptable to TCF.
While TCF is not able to disclose negotiations with Tri-Star, TCF
is concerned the Disclosure Statement does not include material or
adequate information regarding the potential resolution of TCF's
claims and the obligations of Tri-Star arising therefrom, and maybe
more importantly, the impact of the State Court Action on
Tri-Star's proposed plan of reorganization and Stephen and Patricia
Reidhead's ability to transfer unencumbered personal assets and
contribute "new value" by transferring their 100% ownership
interest in Novo Star Wood Products LLC and their property utilized
as Tri-Star's office headquarters to the "New TriStar Holding
Company".
TCF asserts that the Disclosure Statement should not be approved as
it does not address the negotiations between Tri-Star and TCF
regarding TCF's claims nor does it disclose or address the State
Court Action and the impact it may have on Tri-Star's Plan.
Attorneys for creditor TCF National Bank:
Alan R. Costello
COSTELLO LAW FIRM
2999 N. 44th Street, Suite 515
Phoenix, Arizona 85018
Tel: (602) 248-4339
E-mail: acostello@costello-law.com
About Tri-Star Logging
Tri-Star Logging, Inc., based in Snowflake, Arizona, is primarily
engaged in the business of logging and forestry operations in the
area.
Tri-Star Logging filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 20-01565) on Feb. 14, 2020. In the petition signed by Kevin
Reidhead, chief financial officer, the Debtor was estimated to have
$1 million to $10 million in assets and $10 million to $50 million
in liabilities.
Joseph E. Cotterman, Esq., at Gallagher & Kennedy, P.A., is the
Debtor's bankruptcy counsel.
TRIPLE J: Seeks Cash Collateral Access
--------------------------------------
Triple J Parking, Inc., d/b/a Park n' Jet asks the U.S. Bankruptcy
Court for the District of Utah, Central Division, for authority to
use prepetition bank accounts, which may constitute cash
collateral.
In the ordinary course of its financial affairs, the Debtor
maintains two checking accounts and one savings account at Zions
Bank.
Prior to the Petition Date, the Debtor applied for and received
$353,170 in loan proceeds from the "Paycheck Protection Program"
(the "PPP Loan"), enacted due to the Covid-19 Pandemic.
The Debtor has deposited 60% of the PPP Loan funds in the Payroll
Account, because that is the amount of PPP Loan funds that must be
used for payroll purposes only. By depositing 60% of the PPP Loan
funds into the Payroll Account, the Debtor has made those funds
easily traceable, which should streamline the "loan forgiveness"
process under the Paycheck Protection Program.
The Debtor has deposited 40% of the PPP Loan funds in the General
Account, and such funds will be used to pay the Debtor's
post-Petition Date expenses and operating costs.
As of the Debtor's Petition Date, all other funds that do not
constitute PPP Loan funds were deposited into the Savings Account,
where they will be held until further Court order, as such funds
may constitute the "cash collateral" of the U.S. Small Business
Administration, pursuant to a pre-Petition Date loan and security
agreement.
To the extent that the Debtor receives post-petition funds from
customer payments into its General Account (a scenario that the
Debtor expects), the Debtor will transfer such funds into the
Savings Account until further Court order.
All of the Debtor's customers use debit or credit cards. The
Debtor does not take payments by cash. The Debtor processes up to
4,000 parking transactions per month. The Debtor's monthly parking
customers have standing instructions which permit Debtor to
automatically process each customer's preferred credit or debit
card for the invoiced amount.
In the Debtor's experience, changing the merchant processing of the
parking customers to a new bank account is not a simple procedure.
The process would be time consuming and could result in delayed
payments from the Debtor's customers. Additionally, the Debtor
understands that the use of a "debtor-in-possession" account
sometimes causes credit card companies and merchant processing
companies to "hold" payments for extended periods of time, which
would harm the Debtor's cash-flow.
In addition to receiving payments from customers, the Debtor also
pays the vast majority of Debtor's automatic recurring expenses
from its Accounts, in particular, the non-payroll checking account.
Approximately 25 different vendors and service providers
automatically debit the Debtor's primary checking account on a
monthly basis, on different schedules.
The purpose of the Automatic Payments is to pay for services used
directly by the Debtor, many of which result in a direct benefit to
its customers.
The Debtor is aware, based on past experiences, that changing all
of the Automatic Payments to a new bank account would be time
consuming.
As an additional factor to consider, due to the COVID-19 pandemic,
the Debtor was forced to terminate its bookkeeper and assistant
manager. The Debtor's General Manager, who is not an accountant,
would be under a substantial burden if required to set up new
accounts and transfer the merchant processing and automatic
payments on top of operating the day-day-day business.
The Debtor requests that the Court waive the requirements under the
Guidelines that the Debtor close its existing bank accounts, open
new bank accounts, establish a bank account for taxes, and
establish a bank account for cash collateral. Absent such
authorization, significant and unnecessary disruption to the
Debtor's business will occur. The Debtor respects that it should
be allowed to maintain its existing business forms such as checks,
purchase orders, and deposit slips without the requirement of
replacing them with new forms with any "debtor-in-possession"
designation.
To ensure that its Accounts continue without disruption in the
event the Court grants its requests, the Debtor asks the Court to
authorize and direct Zions Bank to continue to maintain, service,
and administer the Accounts, including, without limitation,
receiving, processing, honoring and paying any and all checks and
transfers drawn on the Accounts.
The Debtor further requests that Zions Bank be authorized to: (a)
rely upon the representations of the Debtor with respect to whether
any check, draft, wire, or other transfer drawn or issued by the
Debtor prior to the Petition Date should be honored; (b) honor the
Debtor's directions with respect to the opening and closing of any
bank account; and (c) accept and hold, or invest, the Debtor's
funds in accordance with the Debtor's instructions.
A copy of the motion is available at https://bit.ly/2N1YHDq from
PacerMonitor.com.
About Triple J Parking, Inc.
For more than 30 years, Triple J Parking, Inc. has served customers
of the Salt Lake International Airport with convenient and
affordable off-site parking services. The Debtor is a small,
family-owned, customer oriented business. The Debtor provides its
customers with a parking spot designed to minimize time waiting for
a shuttle to transport the customers to the airport terminal. In
addition, the Debtor offers services which are not available with
some of its competitors, such as covered parking spots, monthly
parking programs, and car washing and detailing services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. D. Utah Case No. 21-20800) on March 5,
2021. In the petition signed by Elizabeth Woods, president, the
Debtor disclosed up to $10 million in assets and up to $1 million
in liabilities.
Judge Joel T Marker oversees the case.
George B. Hofmann, Esq. at Cohne Kinghorn, P.C. represents the
Debtor as counsel.
TTK RE ENTERPRISE: Sharmin Buying Atlantic City Property for $150K
------------------------------------------------------------------
TTK RE Enterprises, LLC, filed with the U.S. Bankruptcy Court for
the District of New Jersey a notice of its proposed private sale
and conveyance of the real estate located at 119 Maxwell Avenue, in
Atlantic City, New Jersey, to Biplab K. Dey and Joyashree Mallick
for the sum of $150,000.
A hearing on the Motion is set for March 30, 2021, at 11:00 a.m.
If written opposition is not timely filed and served the Motion
will be deemed uncontested and the relief requested may be granted
without the need for a hearing.
The Debtor owns approximately 48 residential properties in southern
New Jersey. Among the rental units owned by Debtor is the
Property. The Debtor's business consists of acquiring and leasing
of residential real properties. Exhibit A is copy of a CMA Summary
Report dated May 11, 2020 setting the value of the Property at
$149,900.
As of the Petition Date, the Debtor was indebted to Corevest
American Finance Lender, LLC in the amount of $2,144,457 as set
forth in Proof of Claim No. 44 filed by Situs on Jan. 7, 2020.
As of the Petition Date, the Situs Claim is secured by a mortgage
against 18 of the Debtor's real properties, including the Property.
The Situs mortgage against the Property dated April 25, 2018 was
recorded on July 25, 2018 in the Atlantic County Clerk's Office in
Mortgage Book 14461, Page 1. The Situs Claim is also secured by
the rents from the real properties against which Situs possesses a
mortgage(s), including the Property.
The Title Report also reflects a judgment dated Nov. 6, 2019 in
favor of Fox Capital Group, Inc. in the amount of $193,708 against
a non-debtor entity by the name of TTK Real Estate Investments,
which entity is also owned by the Debtor's principal, Emily Vu.
In addition to the Situs mortgage against the Property being far in
excess of the value of the Property, the Fox Capital Judgment was
docketed subsequent to the Petition Date and is, therefore, void as
to the Debtor.
The Property has been listed for sale with the Debtor's Court
approved realtor, Century 21 Alliance, 1333 New Road, Suite 1,
Northfield, NJ, and has been actively marketed by Century 21. As
the result of the efforts of Century 21, the Debtor has entered
into a Contract for Sale of the Property (and Addendum thereto)
with the Purchasers for the sum of $150,000, subject to the
approval of the Court. The parties have executed their Contract
for Sale and Addendum. The Debtor proposes to sell the Property
free and clear of all liens, encumbrances, claims, and interests
that may be asserted by any entity claiming an interest therein,
and other claims or interests and transferring such claims to the
proceeds of sale.
The Debtor believes the $150,000 purchase price for the Property is
the highest and best offer which it will receive for the Property
and that it is in its best business judgment to proceed with the
sale of the Property to the Purchaser.
The Debtor proposes to sell the Property free and clear of all
liens, encumbrances, claims, and interests that may be asserted by
any entity claiming an interest therein. Such claims will attach
to the proceeds of sale.
Except for all transfer Taxes associated with the sale or as
otherwise provided for in the Agreement, all costs relating to the
sale and settlement of the Property, including all searches and
title search fees, all survey fees, all title company settlement
charges and title insurance costs, will be the obligation of the
Purchaser at the time of closing.
All property taxes, all public utility charges, rents and like
charges, if any, relating to the Property will be pro-rated as of
Closing. Settlement at Closing will be made on proration of
estimates of such taxes and charges with net balances payable by
either Party at the time of closing.
The Parties recognize that the Debtor will be conveying title to
the Property, as a bankruptcy trustee acting in its capacity as DIP
and that there is a full exemption in the New Jersey Realty
Transfer Fee under N.J.S.A. 46:15-5 et seq and N.J.A.C. 18:12-2.2
for deeds given by a trustee in bankruptcy.
The Debtor submits that at the time of closing the proceeds of the
sale of the Property should be paid as follows: (i) normal costs
attendant with closing on the sale of the Property (real estate,
taxes, utilities, et.); (ii) 5% ($7,500) of the Purchase Price to
Century 21, to be split equally with any participating/cooperating
broker in connection with the sale of the Property; and (iii) all
remaining proceeds to Situs on account of the Situs Secured Claim.
Finally, the Debtor asks that the stay of an order granting the
Motion under Bankruptcy Rule 6004(h) be waived for cause because
the Purchasers intend to close as soon as practical after the entry
of an Order approving the sale of the Property, and the Debtor is
concerned that the Purchasers will refuse to close if he cannot do
so until 10 days after the entry of an Order approving the sale.
A copy of the Contract is available at https://tinyurl.com/vdy5uvrp
from PacerMonitor.com free of charge.
About TTK RE Enterprise
TTK RE Enterprise LLC is a privately held company in Somers Point,
New Jersey. The Company is the 100% owner of 48 real estate
properties in New Jersey having a total current value of
$9,265,000.
TTK RE Enterprise sought Chapter 11 protection (Bankr. D.N.J. Case
No. 19-30460) on Oct. 29, 2019 in Camden, New Jersey. In the
petition signed by Emily K. Vu, president, the Debtor disclosed
total assets of $9,269,950, and total liabilities of $6,432,457.
Judge Jerrold N. Poslusny Jr. oversees the case. FLASTER
GREENBERG
PC - CHERRY HILL is the Debtor's counsel.
VERTEX ENERGY: Signs Stock Exchange Deal With Carrhae & Co
----------------------------------------------------------
Vertex Energy, Inc. entered into a Series B Preferred Stock
Exchange Agreement with Carrhae & Co FBO Wasatch Micro Cap Value
Fund. Pursuant to the Exchange Agreement, the Holder agreed to
exchange 708,547 shares of the Series B Preferred Stock of the
Company it held, which had an aggregate liquidation preference of
$2,196,496 ($3.10 per share), for 1,098,248 shares of the Company's
common stock (based on an exchange ratio of one share of common
stock for each $2.00 of liquidation preference of Series B
Preferred Stock exchanged).
The Series B Shares are in the process of being returned to the
Company and cancelled in consideration for the issuance of the
1,098,248 shares of common stock (which will be issued upon the
return and cancellation of the Series B Shares). The Exchange
Agreement included customary representations and warranties of the
parties.
About Vertex Energy
Houston-based Vertex Energy, Inc. (NASDAQ: VTNR) is a specialty
refiner of alternative feedstocks and marketer of petroleum
products. Vertex is one of the largest processors of used motor oil
in the U.S., with operations located in Houston and Port Arthur
(TX), Marrero (LA) and Heartland (OH). Vertex also co-owns a
facility, Myrtle Grove, located on a 41-acre industrial complex
along the Gulf Coast in Belle Chasse, LA, with existing
hydro-processing and plant infrastructure assets, that include nine
million gallons of storage. The Company has built a reputation as
a key supplier of Group II+ and Group III base oils to the
lubricant manufacturing industry throughout North America.
Vertex reported a net loss of $5.48 million for the year ended Dec.
31, 2019, compared to a net loss of $1.98 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $125.15
million in total assets, $61.07 million in total liabilities,
$52.90 million in total temporary equity, and $11.18 million in
total equity.
VICTOR MAIA: Indigo Buying Philadelphia Property for $79K Cash
--------------------------------------------------------------
Victor H. Maia asks the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to authorize the private sale of the real
property located at 124 E. Albanus Street, in Philadelphia,
Pennsylvania, to Indigo Homes, LLC, for $79,000, cash.
Since 1994, the Debtor has been in the business of owning and
renting single family residential real property located in
Philadelphia. During the course of operating his business, the
Debtor was the sole owner and operator of 22 residential single
family properties in Philadelphia. At the time of the Bankruptcy
Petition, he owned and operated 17 single family rental properties.
The Debtor currently owns real properties set forth in the
Schedules of Assets and liabilities (Exhibit A). Among the
Properties is the Real Property.
In January 2011, there was a fire at one of the Debtor's properties
located at 4814 N. Palethorp Street, Philadelphia, PA, which
resulted in protracted litigation, and ultimately $1.5 million in
judgments entered against the Debtor in the Court of Common Pleas
in Philadelphia County. The judgments are on appeal; however, one
of the judgment creditors sought to sequester the Debtor's rents,
necessitating the bankruptcy filing.
During the litigation, and prior to the Petition Date, the Debtor
suffered substantial losses of rental income from his rental
properties and two of his rental properties (4945 D Street,
Philadelphia, PA and 6356 Torresdale Avenue, Philadelphia, PA) were
sold at Sheriff Sale.
The Debtor obtained Court authority to employ Keller Williams Real
Estate Langhorne as Real Estate Broker to the Debtor.
On Oct. 21, 2020, the Debtor has listed three of the properties for
sale: (i) 1403 Sellers Street, Philadelphia, PA, (ii) 2051 Wakeling
Street, Philadelphia, PA, and (iii) 124 East Albanus Street,
Philadelphia, PA. As of the date of the filing, the Debtor has
sold Sellers for $69,000) and Wakeling for $55,000, by way of Court
approved sales.
Additionally, the Debtor currently has the real property located at
1641 Fillmore Street, Philadelphia, PA 19124, under agreement of
sale. The Debtor also has listed the following properties for
sale: 1932 Church Street, 1909 Berkshire Street, 4827 Griscom
Street, 4814 N. Palethorp Street, 4649 Tackawanna Street, 5023
Valley Street, 5041 Valley Street and 4310 Cloud Street.
The Debtor put the Real Property on the market on Oct. 1, 2020, and
met and negotiated with the Purchaser, for the sale of the Real
Property by private sale. He as able to reach an agreement in
principle for the sale of the Real Property for $79,000 without
contingencies as set forth in greater detail in the Agreement of
Sale with settlement to occur on Feb. 26, 2021.
On Feb. 26, 2021, the Debtor and Purchaser entered into a Change in
Terms Addendum to Agreement of Sale, amending the Agreement and
changing the Settlement Date from Feb. 26, 2021, to March 16, 2021.
Since the Petition Date, Debtor made significant improvements to
the Real Property. The Real Property was left in poor condition by
the prior tenant; roughly 15 bags of loose trash remained on the
Real Property, The prior tenant left the property full of personal
items and trash: used, dirty and worn-out furniture, couches,
bedroom furniture and all other personal items throughout the house
and basement, and the backyard was overgrown with loose trash items
strewn about. The Debtor thoroughly cleaned out the Real Property,
including both the residence and the yard. He replaced windows,
carpets, and cabinets, and repaired and replaced doors and trims,
in order to prepare the Real Property for sale.
The Debtor believes that a sale of the Real Property will best
serve the interests of creditors by procuring the almost instant
cash infusion of $79,000, which will result in the payment of all
liens on the Real Property with the remaining sale proceeds used to
fund a Plan. He now proposes to sell by private sale the Real
Property, free and clear of all liens claims and encumbrances, with
all respective liens attaching to the proceeds of the Sale under
and pursuant to Section 363 of the Bankruptcy Code.
The Real Property is in good condition and the Debtor has recently
invested in the renovation of the Real Property, but he asks
approval of a sale of the Real Property at a private sale, on an
"as-is" and "where-is" basis, without any warranty, either express
or implied, with all defects, except that the Property is to be
sold free and clear of all liens, claims, and encumbrances, with
liens, if any, tracing to the proceeds of the sale. In other
words, the Real Property is being sold subject to all known and
unknown conditions.
The Debtor was his own broker in his capacity as an agent and
employee of Keller Williams Real Estate-Langhorne. The Purchaser
employed Jim Israel of Compass Pennsylvania, LLC as a broker to
facilitate the sale of the Real Property. The names and addresses
of the brokers were disclosed to both the Debtor and the Purchaser
prior to the signing of the Agreement of Sale.
The Debtor respectfully submits that sale is in the best interest
of the bankruptcy estate and his creditors in that it disposes of
the Real Property and provides for an influx of money into the
bankruptcy estate to fund a Plan. He believes that a later sale
will both increase the costs associated with the sale and impair
his ability to get value for the Real Property.
The Debtor requires a hearing on the Motion on an expedited basis
because the settlement on the Property is scheduled to occur on
March 16, 2021. He respectfully requests a hearing as soon as the
Court's calendar permits prior to March 16, 2021, when the closing
is scheduled on the sale. The Debtor submits that an expedited
hearing best serves the interests of all creditors. He also
requests that the notice period be reduced accordingly to
correspond to the hearing date set by the Court.
Upon information and belief, the following secured claims will be
paid in full:
a. PNC Bank - $1,581.70;
b. City of Philadelphia Water Bureau - $1,358.91; and
c. City of Philadelphia Tax & Revenue - $5,731.39
Accordingly, the Debtor asks the entry of an Order authorizing the
sale of the Property pursuant to Section 363 of the Bankruptcy
Code.
Finally, the Debtor believes with good cause that consummating a
sale so that the Debtor can comply with the March 16, 2021,
settlement date will benefit the bankruptcy estate. Accordingly,
he asks that the Court waives the 14-day stay period under
Bankruptcy Rules 6004(h).
Pamela Thurmond, Esq., Deputy City Solicitor for creditor, the City
of Philadelphia, has no objection to the request for expedited
consideration, however, reserves the right to object to the instant
Motion to Sell the Real Property. Jill Manuel-Coughlin, Esq.,
attorney for creditor, Wells Fargo Bank. N.A., has no objection to
the request for expedited consideration. The United States Trustee
will not be back in their offices until March 10, 2021.
A copy of the Agreement is available at
https://tinyurl.com/szdfwyy5 from PacerMonitor.com free of charge.
Victor H. Maia sought Chapter 11 protection (Bankr. E.D. Pa. Case
No. 18-16907) on Oct. 17, 2018. The Debtor tapped Edmond M.
George, Esq., at Obermayer Rebmann Maxwell & Hippel, LLP as
counsel.
VICTOR MAIA: March 10 Hearing on $79K Sale of Philadelphia Property
-------------------------------------------------------------------
Judge Ashely M. Chan of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania will convene a telephonic hearing on March
10, 2021, at 12:30 p.m., to consider Victor H. Maia's private sale
of the real property located at 124 E. Albanus Street, in
Philadelphia, Pennsylvania, to Indigo Homes, LLC, for $79,000,
cash, free and clear of all liens, claims, and encumbrances.
Using a landline, parties are to Dial: 877-873-8017, Access Code:
3027681#. The Objection Deadline is March 9, 2021.
The Debtor's request for an expedited hearing, shortened time, and
limited notice on the Motion is granted.
The terms and conditions of the Sale are as follows:
a. The Sale of the Property to Indigo is by private sale for
$79,000 without contingencies as set forth in greater detail in the
Agreement of Sale.
b. The Settlement is to occur by March 16, 2021.
A copy of the Order will be served by the counsel to the Debtor on
March 5, 2021. If notice is given in the manner provided, said
notice will be sufficient and proper and in accordance with the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedures, and
the Local Rules of the Court.
Victor H. Maia sought Chapter 11 protection (Bankr. E.D. Pa. Case
No. 18-16907) on Oct. 17, 2018. The Debtor tapped Edmond M.
George, Esq., at Obermayer Rebmann Maxwell & Hippel, LLP as
counsel.
VICTOR MAIA: March 10 Hearing on Philadelphia Property Sale to S&Z
------------------------------------------------------------------
Judge Ashely M. Chan of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania will convene a telephonic hearing on March
10, 2021, at 12:30 p.m., to consider Victor H. Maia's private sale
of the real property located at 1641 Fillmore Street, in
Philadelphia, Pennsylvania, to S&Z Real Estate, LLC, for $79,000,
cash, free and clear of all liens, claims, and encumbrances.
Using a landline, parties are to Dial: 877-873-8017, Access Code:
3027681#. The Objection Deadline is March 9, 2021.
The Debtor's request for an expedited hearing, shortened time, and
limited notice on the Motion is granted.
The terms and conditions of the Sale are as follows:
a. The Sale of the Property to S&Z is by private sale for
$79,000 without contingencies as set forth in greater detail in the
Agreement of Sale.
b. The Settlement is to occur by March 16, 2021.
A copy of the Order will be served by the counsel to the Debtor on
March 5, 2021. If notice is given in the manner provided, said
notice will be sufficient and proper and in accordance with the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedures, and
the Local Rules of the Court.
Victor H. Maia sought Chapter 11 protection (Bankr. E.D. Pa. Case
No. 18-16907) on Oct. 17, 2018. The Debtor tapped Edmond M.
George, Esq., at Obermayer Rebmann Maxwell & Hippel, LLP as
counsel.
VICTOR MAIA: S&Z Real Buying Philadelphia Property for $67.5K Cash
------------------------------------------------------------------
Victor H. Maia asks the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to authorize the private sale of the real
property located at 1641 Fillmore Street, in Philadelphia,
Pennsylvania, to S&Z Real Estate, LLC, for $67,500, cash.
Since 1994, the Debtor has been in the business of owning and
renting single family residential real property located in
Philadelphia. During the course of operating his business, the
Debtor was the sole owner and operator of 22 residential single
family properties in Philadelphia. At the time of the Bankruptcy
Petition, he owned and operated 17 single family rental properties.
The Debtor currently owns real properties set forth in the
Schedules of Assets and liabilities (Exhibit A). Among the
Properties is the Real Property.
In January 2011, there was a fire at one of the Debtor's properties
located at 4814 N. Palethorp Street, Philadelphia, PA, which
resulted in protracted litigation, and ultimately $1.5 million in
judgments entered against the Debtor in the Court of Common Pleas
in Philadelphia County. The judgments are on appeal; however, one
of the judgment creditors sought to sequester the Debtor's rents,
necessitating the bankruptcy filing.
During the litigation, and prior to the Petition Date, the Debtor
suffered substantial losses of rental income from his rental
properties and two of his rental properties (4945 D Street,
Philadelphia, PA and 6356 Torresdale Avenue, Philadelphia, PA) were
sold at Sheriff Sale.
The Debtor obtained Court authority to employ Keller Williams Real
Estate Langhorne as Real Estate Broker to the Debtor.
On Oct. 21, 2020, the Debtor has listed three of the properties for
sale: (i) 1403 Sellers Street, Philadelphia, PA, (ii) 2051 Wakeling
Street, Philadelphia, PA, and (iii) 124 East Albanus Street,
Philadelphia, PA. As of the date of the filing, the Debtor has
sold Sellers for $69,000) and Wakeling for $55,000, by way of Court
approved sales.
Additionally, the Debtor currently has the real property located at
124 E. Albanus Street, Philadelphia, PA 19124, under agreement of
sale. The Debtor also has listed the following properties for
sale: 1932 Church Street, 1909 Berkshire Street, 4827 Griscom
Street, 4814 N. Palethorp Street, 4649 Tackawanna Street, 5023
Valley Street, 5041 Valley Street and 4310 Cloud Street.
The Debtor put the Real Property on the market on Oct. 1, 2020, and
met and negotiated with the Purchaser, for the sale of the Real
Property by private sale. He as able to reach an agreement in
principle for the sale of the Real Property for $67,500 without
contingencies as set forth in greater detail in the Agreement of
Sale with settlement to occur on March 16, 2021.
On Feb. 25, 2021, the Debtor and Purchaser entered into a Change in
Terms Addendum to Agreement of Sale, amending the Agreement and
making the Sale contingent on the Court's approval.
Since the Petition Date, Debtor made significant improvements to
the Real Property. The Real Property was left in poor condition by
the prior tenant; which the Debtor had to remedy in order to
prepare the Real Property for sale. The Debtor thoroughly cleaned
out the Real Property, including both the residence and the yard.
He cleaned the interior, cleaned the roof and backyard of fallen
leaves and branches, touched up furniture inside the Real Property,
and painted portions of the Real Property scuffed up by the prior
tenant, in order to prepare the Real Property for sale.
The Debtor believes that a sale of the Real Property will best
serve the interests of creditors by procuring the almost instant
cash infusion of $67,500, which will result in the payment of all
liens on the Real Property with the remaining sale proceeds used to
fund a Plan. He now proposes to sell by private sale the Real
Property, free and clear of all liens claims and encumbrances, with
all respective liens attaching to the proceeds of the Sale under
and pursuant to Section 363 of the Bankruptcy Code.
The Real Property is in good condition and the Debtor has recently
invested in the renovation of the Real Property, but he asks
approval of a sale of the Real Property at a private sale, on an
"as-is" and "where-is" basis, without any warranty, either express
or implied, with all defects, except that the Property is to be
sold free and clear of all liens, claims, and encumbrances, with
liens, if any, tracing to the proceeds of the sale. In other
words, the Real Property is being sold subject to all known and
unknown conditions.
The Debtor respectfully submits that sale is in the best interest
of the bankruptcy estate and his creditors in that it disposes of
the Real Property and provides for an influx of money into the
bankruptcy estate to fund a Plan. He believes that a later sale
will both increase the costs associated with the sale and impair
his ability to get value for the Real Property.
The Debtor was his own broker in his capacity as an agent and
employee of Keller Williams Real Estate-Langhorne. The Purchaser
employed Aws Abdelaziz of Re/Max Affiliates Frankford as a broker
to facilitate the sale of the Real Property. The names and
addresses of the brokers were disclosed to both the Debtor and the
Purchaser prior to the signing of the Agreement of Sale.
The Debtor requires a hearing on the Motion on an expedited basis
because the settlement on the Property is scheduled to occur on
March 16, 2021. He respectfully requests a hearing as soon as the
Court's calendar permits prior to March 16, 2021, when the closing
is scheduled on the sale. The Debtor submits that an expedited
hearing best serves the interests of all creditors. He also
requests that the notice period be reduced accordingly to
correspond to the hearing date set by the Court.
Upon information and belief, the following secured claims will be
paid in full:
a. PNC Bank - $1,652.70;
b. City of Philadelphia Water Repair - $461.45;
c. City of Philadelphia Water Sewer - $463.51; and
d. City of Philadelphia Tax & Revenue - $4,181.81.
Accordingly, the Debtor asks the entry of an Order authorizing the
sale of the Property pursuant to Section 363 of the Bankruptcy
Code.
Finally, the Debtor believes with good cause that consummating a
sale so that the Debtor can comply with the March 16, 2021,
settlement date will benefit the bankruptcy estate. Accordingly,
he asks that the Court waives the 14-day stay period under
Bankruptcy Rules 6004(h).
Pamela Thurmond, Esq., Deputy City Solicitor for creditor, the City
of Philadelphia, has no objection to the request for expedited
consideration, however, reserves the right to object to the instant
Motion to Sell the Real Property. Jill Manuel-Coughlin, Esq.,
attorney for creditor, Wells Fargo Bank. N.A., has no objection to
the request for expedited consideration. The United States Trustee
will not be back in their offices until March 10, 2021.
A copy of the Agreement is available at
https://tinyurl.com/7746pefz from PacerMonitor.com free of charge.
Victor H. Maia sought Chapter 11 protection (Bankr. E.D. Pa. Case
No. 18-16907) on Oct. 17, 2018. The Debtor tapped Edmond M.
George, Esq., at Obermayer Rebmann Maxwell & Hippel, LLP as
counsel.
VISTAGEN THERAPEUTICS: Hikes Authorized Common Shares to 325-Mil.
-----------------------------------------------------------------
VistaGen Therapeutics, Inc. held a virtual special meeting of
stockholders on March 5, 2021, at which the stockholders approved
an amendment to the Company's Restated Articles of Incorporation to
increase the Company's Authorized Share of Common Stock from 175.0
Million to 325.0 million.
A proposal to grant discretionary authority to adjourn the Special
Meeting, if necessary, to solicit additional proxies was also
approved.
About VistaGen
Headquartered in San Francisco, California, VistaGen Therapeutics
-- http://www.vistagen.com-- is a clinical-stage biopharmaceutical
company developing new generation medicines for CNS diseases and
disorders where current treatments are inadequate, resulting in
high unmet need. VistaGen's pipeline is focused on clinical-stage
CNS drug candidates with a differentiated mechanism of action, an
exceptional safety profile in all clinical studies to date, and
therapeutic potential in multiple large and growing CNS markets.
VistaGen reported a net loss attributable to common stockholders of
$22.04 million for the fiscal year ended March 31, 2020, compared
to a net loss attributable to common stockholders of $25.73 million
for the fiscal year ended March 31, 2019. As of Dec. 31, 2020, the
Company had $109.27 million in total assets, $15.46 million in
total liabilities, and $93.81 million in total stockholders'
equity.
OUM & CO. LLP, in San Francisco, California, the Company's auditor
since 2006, issued a "going concern" qualification in its report
dated June 29, 2020, citing that the Company has not yet generated
sustainable revenues, has suffered recurring losses and negative
cash flows from operations and has a stockholders' deficit, all of
which raise substantial doubt about its ability to continue as a
going concern.
W133 OWNER: Trustee Taps Jeffrey Golkin as Special Counsel
----------------------------------------------------------
Lori Lapin Jones, Esq., the Chapter 11 trustee for W133 Owner, LLC,
received approval from the U.S. Bankruptcy Court for the Eastern
District of New York to retain Jeffrey Golkin Partners as her
special counsel.
The firm will provide legal services regarding tax certiorari
matters relating to the property located at 308-310 West 133rd St.,
New York.
Jeffrey Golkin Partners will be compensated as follows: 15 percent
of the net savings in New York City real estate taxes brought about
by the reduction of the actual assessed valuation of the Debtor's
real property whether by application before the Tax Commission, by
compliance filings with or review by the Department of Finance,
tri-departmental conference, negotiations prior to trial, or at or
after trial.
The firm will receive reimbursement for its expenses up to
$500.
Jeffrey Golkin Partners is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code, according to
court papers filed by the firm.
The firm can be reached through:
Samantha J. Golkin, Esq.
Jeffrey Golkin Partners
150 Broadway, Suite 1208
New York, NY 10038
Phone: 212-393-1200
Fax: 212-393-1201
Email: golkin2000@aol.com
About W133 Owner LLC
W133 Owner, LLC, a Brooklyn, N.Y.-based company engaged in renting
and leasing real estate properties, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-42637) on
July 16, 2020. Levi Balkany, sole member, signed the petition.
At the time of the filing, the Debtor had estimated assets of less
than $50,000 and liabilities of between $10 million and $50
million.
Rosenberg Musso & Weiner, LLP is the Debtor's legal counsel.
On Sept. 14, 2020, the court approved the appointment of Lori Lapin
Jones, Esq., as the Debtor's Chapter 11 trustee. The trustee
tapped LaMonica Herbst & Maniscalco, LLP as her bankruptcy counsel,
Joseph A. Broderick, P.C. as accountant, and Wenig Saltiel LLP and
Jeffrey Golkin Partners as special counsel.
WALDEN PALMS: Cash Collateral Moot
----------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, rendered moot Walden Palms Condominium
Association, Inc.'s motion to use cash collateral.
The Court in its discretion may file written findings of facts and
conclusions of law at a later date.
A copy of the Order is available at https://bit.ly/3qqQ4zY from
PacerMonitor.com.
About Walden Palms Condominium Association, Inc.
Walden Palms Condominium Association, Inc. is a nonprofit property
management company in Orlando, Fla.
Walden Palms Condominium Association sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
18-07945) on Dec. 24, 2018. At the time of filing, the Debtor
estimated assets of $1 million to $10 million and liabilities of
$10 million to $50 million.
Judge Cynthia C. Jackson oversees the case.
The Debtor tapped Shapiro, Blasi, Wasserman & Hermann, P.A., as its
bankruptcy counsel and Winderweedle, Haines, Ward & Woodman, P.A.
as its special counsel.
WEINSTEIN CO: District Court Recommends Mediation Withdrawal
------------------------------------------------------------
Judge Mary Pat Thynge of the United States District Court for the
District of Delaware recommended the withdrawal of the matter
between Appellants Wedil David, Dominique Huett, Alexandra Canosa,
Aimee Mcbain, and Appellees The Weinstein Company Holdings LLC, et
al., and the Official Committee of Unsecured Creditors, from
mandatory referral for mediation and that the case proceed through
the appellate process of the Court.
"The court conducted an initial review, which included information
from counsel, to determine the appropriateness of mediation in this
matter... as a result of the above screening process, the issues
involved in this 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.
Although one party has some interest in mediation, the other does
not believe that mediation would lead to a consensual resolution of
this matter. As a result, the parties, without waiving any rights
or arguments, requested this appeal be removed from mandatory
mediation," Judge Thynge held.
The Parties propose the following briefing schedule be entered:
Appellants' Opening Brief: April 12, 2021
Appellees' Response: May 26, 2021
Appellants' Reply: June 25, 2021
The case is In re: THE WEINSTEIN COMPANY HOLDINGS LLC, et al.,
Chapter 11, Debtors. WEDIL DAVID, DOMINIQUE HUETT, ALEXANDRA CANOSA
and AIMEE MCBAIN, Appellants, v. THE WEINSTEIN COMPANY HOLDINGS
LLC, et al. and the OFFICIAL COMMITTEE OF UNSECURED CREDITORS,
Appellees, C. A. No. 21-171-MN (D. Del.). A full-text copy of the
Recommendation, dated March 1, 2021, is available at
https://tinyurl.com/uvzec57z from Leagle.com.
About The Weinstein Company
The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a
multimedia production and distribution company launched in 2005 in
New York by Bob and Harvey Weinstein, the brothers who founded
Miramax Films in 1979. TWC also encompasses Dimension Films, the
genre label founded in 1993 by Bob Weinstein. During Harvey and
Bob's tenure at Miramax and TWC, they have received 341 Oscar
nominations and won 81 Academy Awards.
TWC dismissed Harvey Weinstein in October 2017, after dozens of
women came forward to accuse him of sexual harassment, assault or
rape.
The Weinstein Company Holdings LLC and 54 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19,
2018, after reaching a deal to sell all assets to Lantern Asset
Management for $310 million.
The Weinstein Company Holdings estimated $500 million to $1 billion
in assets and $500 million to $1 billion in liabilities.
The Hon. Mary F. Walrath is the case judge.
Cravath, Swaine & Moore LLP is the Debtors' bankruptcy counsel,
with the engagement led by Paul H. Zumbro, George E. Zobitz, and
Karin A. DeMasi, in New York.
Richards, Layton & Finger, P.A., is the local counsel, with the
engagement headed by Mark D. Collins, Paul N. Heath, Zachary I.
Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington,
Delaware.
The Debtors also tapped FTI Consulting, Inc., as restructuring
advisor; Moelis & Company LLC as investment banker; and Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.
The official committee of unsecured creditors retained Pachulski
Stang Ziehl & Jones, LLP as its legal counsel, and Berkeley
Research Group, LLC, as its financial advisor.
WILDWOOD VILLAGES: Gets Cash Collateral Access Thru March 29
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, has authorized Wildwood Villages, LLC to use
cash collateral on an interim basis through March 29, 2021 and
provide adequate protection.
The Debtor is authorized to use cash collateral in accordance with
the approved Budget, with a 10 percent variance.
To adequately protect Level Four, Citizens First Bank and/or any
other potentially secured creditors in connection with the use by
Debtor of any Cash Collateral and other property upon which
security interests and liens may have been previously granted by
Debtor to the secured creditors, the Court confirms the grant,
assignment and pledge by the Debtor to the secured creditors a
post-petition security interest and replacement lien in the secured
creditor's Pre-Petition Collateral, any of its goods, property,
assets and interests in property in which the secured creditors may
have held a lien or security interest prior to the Petition Date,
and the proceeds from the disposition of any of such Prepetition
Collateral.
The replacement lien will also apply to any funds recovered by the
bankruptcy estate pursuant to avoidance actions arising under
Sections 542 through 550 of the Bankruptcy Code to the extent such
secured creditor had a lien on such fund(s) prior to the Petition
Date.
As further adequate protection to Citizens First Bank (a) the
Debtor will pay all payments due to Citizens First Bank, pursuant
to the operative loan documents, and as reflected in the Budget;
(b) the Debtor will maintain and provide proof of insurance to
Citizens First Bank, upon request; and (c) Citizens First Bank will
be entitled to reasonably inspect is collateral and the Debtor's
financial books and records that contain information regarding
Citizens First Bank's collateral, upon request. Further adequate
protection payments will be determined at the final hearing
scheduled by the Court.
As further adequate protection to Level Four (a) the Debtor will
pay all payments due to Level Four pursuant to the operative loan
documents, and as reflected in the Budget; (b) the Debtor will
maintain and provide proof of insurance to Level Four, upon
request; and (c) Level Four will be entitled to reasonably inspect
is collateral and the Debtor's financial books and records that
contain information regarding Level Four's collateral, upon
request. Further adequate protection payments will be determined at
the final hearing scheduled by the Court.
A continued hearing is scheduled for March 29, 2021 at 9.:30 a.m.
A copy of the Order is available at https://bit.ly/3rridIt from
PacerMonitor.com.
About Wildwood Villages, LLC
Wildwood Villages, LLC is engaged in activities related to real
estate.
Wildwood Villages, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-02569) on August 28, 2020. The petition was signed by Jonathan
Woods, manager. The Debtor disclosed $3,150,861 in assets and
$3,428,386 in liabilities.
Judge Roberta A. Colton oversees the case.
Matthew S. Kish, Esq., Esq. at SHAPIRO BLASI WASSERMAN & HERMANN,
PA represents the Debtor as counsel.
*********
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S U B S C R I P T I O N I N F O R M A T I O N
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